Chalice Mining Grants 3.2 Million Performance Rights and 4.6 Million Options to Employees Under Incentive Plan

Chalice Mining’s Employee Incentive Program and Strategic Alignment

Chalice Mining Limited, an Australian mineral exploration and development company listed on the ASX, employs equity-based compensation to align employee interests with shareholder value. The Employee Securities Incentive Plan, approved by shareholders and detailed in the Notice of Annual General Meeting Explanatory Memorandum lodged on 17 October 2025, underpins this issuance. This plan supports long-term staff engagement and retention, essential in the resource sector’s extended project development cycles.

The issuance of performance rights and options is central to Chalice Mining’s strategy to attract and retain key personnel. By offering unquoted equity securities with defined vesting and exercise conditions, employees gain direct benefits from the company’s operational success and share price appreciation. This dual approach—combining performance rights and options—provides multiple avenues for employees to build economic interests aligned with Chalice Mining’s growth and strategic goals.

Details of the 3.2 Million Performance Rights Issuance

On 22 July 2026, Chalice Mining granted 3,206,852 performance rights to eligible employees and key management personnel under the Employee Securities Incentive Plan. Each performance right entitles the holder to one fully paid ordinary share upon meeting specified vesting conditions. These unquoted rights, coded CHNAI, are non-transferable until vesting occurs, encouraging long-term commitment and alignment with corporate objectives.

This issuance significantly expands the company’s unquoted equity compensation, bringing total performance rights to 7,943,009 across all classes. Vesting depends on achieving contractually defined milestones, deferring dilution until performance triggers are met. This structure differentiates performance rights from immediate equity grants by linking compensation outcomes to company performance.

Issuance of 4.6 Million Unquoted Options with 2029 Expiry

Concurrently, Chalice Mining issued 4,577,229 unquoted options exercisable at $1.78 per share, expiring on 23 July 2029. These options, pending ASX security code confirmation, vest on 21 July 2028, preventing exercise until approximately one year before expiry. The $1.78 exercise price requires the share price to exceed this level for optionholders to profitably convert options into shares.

This issuance complements the performance rights by providing employees with a separate right to purchase shares, contingent on continued employment and option validity. The expanded option pool enhances employee wealth creation opportunities and incentivizes ongoing contributions to Chalice Mining’s share price growth relative to the exercise price.

Christopher MacKinnon’s Allocation in the July 2026 Issuance

Christopher MacKinnon, a key management personnel member, received 249,496 performance rights and 347,430 options exercisable at $1.78, expiring 23 July 2029, as part of the 22 July 2026 issuance. This allocation complies with ASX listing rules requiring disclosure of security issuances to senior executives, ensuring transparency around potential dilution and alignment incentives.

Including key management personnel like MacKinnon in the same incentive scheme as broader employees underscores Chalice Mining’s commitment to aligning leadership and staff interests with shareholder value. Investors may monitor these allocations to evaluate compensation appropriateness relative to company size and sector standards.

Capital Structure: Quoted Shares and Unquoted Securities

Following the 22 July 2026 issuance, Chalice Mining’s capital structure consists of 390,162,539 fully paid ordinary shares quoted on the ASX. These shares provide voting rights, dividend entitlements, and capital appreciation potential. The unquoted securities pool has expanded materially, with 7,943,009 performance rights and 4,577,229 options now outstanding. Unlike quoted shares, these unquoted securities are subject to transfer restrictions until vesting or exercise conditions are met.

Existing Options and Performance Rights: Comparative Overview

Chalice Mining holds several classes of unquoted options with varying exercise prices and expiry dates, including:

• 400,000 options expiring 5 November 2028 at $2.96
• 600,000 options expiring 28 October 2027 at $2.05
• 1,500,000 options expiring 7 April 2029 at $2.13
• 4,485,270 options expiring 26 August 2028 at $2.60
• 250,000 options expiring 13 May 2028 at $1.72

The newly issued options at $1.78, expiring 23 July 2029, represent the longest-dated option class currently on issue. Additionally, 101,076 retention rights (code CHNAJ) remain outstanding, representing a separate equity incentive class. The diversity of option classes reflects varying issuance times, share price levels, and compensation strategies.

Employee Securities Incentive Plan Governance and Regulatory Compliance

The Employee Securities Incentive Plan is governed by terms outlined in Schedule 7 of the Notice of Annual General Meeting Explanatory Memorandum lodged on 17 October 2025. This documentation ensures transparency of contractual terms, vesting conditions, and exercise prices. The plan’s shareholder approval and ASX lodgement fulfill regulatory requirements and provide an audit trail for governance.

The options issued on 22 July 2026 have been submitted to the ASX for confirmation under listing rule 6.1, ensuring terms are fair and equitable to existing shareholders. Investors seeking detailed vesting criteria and performance metrics should consult the company’s website and the October 2025 Explanatory Memorandum.

Potential Dilution and Impact on Share Register

If all 3,206,852 performance rights vest and convert, Chalice Mining’s quoted shares would increase from 390,162,539 to approximately 393,369,391, representing about 0.82% dilution. Exercising all 4,577,229 options at $1.78 would add a further 4.6 million shares and generate approximately $8.1 million in cash proceeds.

Actual dilution depends on vesting success, employee retention, share price at exercise, and timing of conversions. In the mineral exploration sector, such equity dilution is a standard cost for retaining skilled personnel. Investors should model dilution scenarios to understand potential effects on earnings per share and voting power.

Vesting Timeline and Key Dates for Employee Incentives

The 3.2 million performance rights granted on 22 July 2026 will vest upon meeting specified conditions, though the company has not disclosed exact performance metrics or timelines. Upon vesting, each right converts into one fully paid ordinary share with full shareholder rights.

The 4.6 million options vest on 21 July 2028, with an exercise window until 23 July 2029. This one-year period allows optionholders to decide on exercising based on market conditions and personal considerations. These dates are critical for assessing near-term capital structure changes and potential funding from option exercises.

Comparison with Prior Equity Grants and Incentive Pool Growth

The July 2026 issuance significantly expands Chalice Mining’s unquoted equity pool, reflecting possible workforce growth or broader employee participation in incentive schemes. The total performance rights now number 7,943,009, indicating a substantial tranche relative to prior levels.

Investors should analyze trends in equity compensation to evaluate shifts toward equity-based pay versus cash and to understand how market conditions have influenced option exercise prices. This long-term perspective offers insights into management’s compensation philosophy and valuation expectations.