Bellevue Gold Converts Nearly 2 Million Performance Rights to Shares via Employee Trust on July 17, 2026

Overview of Bellevue Gold’s Employee Incentive Plan and Performance Rights

Bellevue Gold Limited operates an employee share trust to align employee interests with shareholder value. The Bellevue Gold Limited Employee Share Trust, administered by CPU Share Plans Pty Ltd as trustee, provides a structured equity-based remuneration framework for eligible employees. Performance rights granted under this scheme vest upon achieving specific milestones or after a set period, promoting long-term retention and performance alignment.

The recent conversion of 1,944,955 performance rights on 17 July 2026 represents vested rights that met the required conditions. Performance rights are a common feature in listed company remuneration, enabling employees to obtain shares without upfront payment, contingent on meeting vesting criteria. Upon vesting, these rights convert administratively into ordinary shares, expanding the employee’s equity stake.

Details of the 17 July 2026 Conversion Event

On 17 July 2026, all 1,944,955 vested performance rights were exercised simultaneously, resulting in the issuance of an equal number of fully paid ordinary shares. These shares were transferred from holdings managed by CPU Share Plans Pty Ltd as trustee, indicating they were already held within the employee share trust and released to beneficiaries upon vesting confirmation. The company has not specified whether this conversion encompassed all outstanding rights of this type or only a portion.

Importantly, the company confirmed that no key management personnel (KMP) or their associates held any of the converted performance rights. This transparency highlights that the conversion was driven by ordinary employee participants rather than executive incentive vesting. The simultaneous exercise and conversion on the same date demonstrate an efficient process where vested rights are promptly reflected in the quoted share register.

Share Capital After Conversion: 1.49 Billion Quoted Shares

Following the conversion, Bellevue Gold’s total quoted ordinary shares increased to 1,490,655,618. The addition of 1,944,955 shares represents a slight expansion of less than 0.2% in the company’s quoted capital base, indicating overall stability despite the maturation of employee incentives.

Additionally, 25,044,336 unquoted performance rights remain outstanding, signaling ongoing operation of the employee incentive scheme with future vesting events anticipated. This balance between quoted shares and unquoted rights underscores Bellevue Gold’s continued use of equity-based remuneration to attract and retain talent within the competitive resources sector.

Employee Share Trust Administration and Trustee Role of CPU Share Plans

CPU Share Plans Pty Ltd acts as trustee for the Bellevue Gold Limited Employee Share Trust, legally holding and managing shares on behalf of participating employees. This trustee structure is standard practice in Australia, providing employees with beneficial ownership while maintaining legal title separation. It ensures compliance with superannuation laws, tax regulations, and ASX continuous disclosure requirements.

The transfer of shares from the trustee to employees upon vesting is a routine capital administration process. Under Australian corporate law and ASX Listing Rules, such transfers require proper documentation and timely notification to the ASX via Appendix 3G forms, which Bellevue Gold has duly completed. The absence of KMP or associates in this conversion confirms equitable participation across the employee base without preferential treatment toward senior management.

No Key Management Personnel Participation in Conversion

Bellevue Gold explicitly stated that no key management personnel or their associates held any of the 1,944,955 performance rights converted on 17 July 2026. This disclosure is significant for governance, indicating the conversion event was unrelated to executive retention or senior management incentives. If KMP had been involved, the announcement might have drawn increased investor scrutiny regarding fairness and alignment with shareholder interests.

The exclusion of KMP suggests that executive performance rights may follow different vesting schedules or conditions, or that their rights had not vested by the conversion date. This separation enhances transparency and mitigates perceptions of preferential capital allocation.

Bellevue Gold’s Capital Structure and Unquoted Securities

The company’s capital structure consists of 1,490,655,618 quoted fully paid ordinary shares and 25,044,336 unquoted performance rights. Quoted shares represent publicly traded equity influencing market capitalization and shareholder liquidity. Unquoted performance rights are contractual rights to future equity subject to vesting conditions and are not tradable on the market.

The unquoted performance rights constitute approximately 1.7% of the quoted share count, reflecting a balanced approach to employee equity incentives that limits dilution while providing meaningful rewards. As these rights vest over time, the quoted share count will gradually increase, consistent with practices of mature listed companies with established employee equity programs.

ASX Continuous Disclosure and Appendix 3G Compliance

Bellevue Gold’s filing of the Appendix 3G notification complies with ASX Listing Rules requiring timely disclosure of security issues, conversions, or transfers. Appendix 3G governs notifications related to unquoted equity securities converting to quoted shares, as in this case.

This disclosure ensures market transparency regarding changes in capital structure, enabling investors and analysts to accurately assess diluted earnings per share, voting rights, and ownership percentages. Detailed information including trustee identity, vesting date, KMP involvement, and security code reconciliation demonstrates adherence to corporate governance and ASX transparency standards.

Impact on Shareholders and Future Incentive Outlook

The conversion results in minor dilution of existing shareholders’ ownership, increasing the quoted share count by approximately 0.13%. This impact is negligible for most investors and does not affect the company’s operational economics. Instead, it reflects the scheduled maturation of employee equity awards granted previously.

With 25,044,336 unquoted performance rights still outstanding, future vesting events will continue to incrementally expand the quoted share base. Investors should monitor forthcoming vesting schedules disclosed in annual reports and remuneration statements to anticipate dilution timing. Bellevue Gold’s ongoing use of performance rights indicates a strategic commitment to employee equity incentives as a key talent retention tool.

Industry Context: Equity Incentives in the Australian Resources Sector

Performance rights and employee share schemes are common across Australian resource companies, where competition for skilled professionals such as geoscientists, engineers, and project managers remains intense. Bellevue Gold’s equity-based remuneration aligns with sector norms, providing non-cash incentives amid commodity price volatility and project cash flow constraints.

The conversion of nearly 2 million shares in a single vesting event, involving non-executive employees, exemplifies how resource companies distribute equity ownership broadly to foster employee investment in company success. Maintaining engaged, incentivized teams through such schemes supports Bellevue Gold’s operational progress and long-term value creation.