Condor Energy Submits Overdue Director Interest Notices Following 31 December 2025 Options Expiry Due to Administrative Oversight

7 min read | July 24, 2026 05:06 PM AEST | By Anjali Anand

Condor Energy Limited (ASX:CND) has filed delayed Appendix 3Y notices revealing changes in director interests after the expiration of listed options on 31 December 2025. The disclosures for Non-Executive Chairman Matt Ireland and Non-Executive Director Scott Macmillan were not made at the time of expiry, resulting in a late submission over six months post-transaction. The company cited an administrative oversight as the cause and has introduced enhanced controls to avoid similar future lapses.

Key Points

  • Condor Energy Limited (ASX:CND), an energy firm headquartered in West Perth, Western Australia
  • Late Appendix 3Y notices were lodged on 24 July 2026 for director interest changes effective 31 December 2025
  • Non-Executive Chairman Matt Ireland holds 666,667 shares and 7,000,000 performance rights; Scott Macmillan indirectly holds 12,000,000 performance rights via Bayethe Investments Pty Ltd
  • Options expired included 166,667 for Ireland and 15,000,000 for Macmillan, each with a $0.04 strike price
  • New securities issuance and disposal checklists have been implemented alongside existing trading policies to prevent future administrative errors

Details of Late Lodgement and Options Expiry

Condor Energy disclosed that notices regarding director interest changes tied to the expiration of listed options on 31 December 2025 were not submitted at the time of expiry. The update filed on 24 July 2026 represents a delayed notification to the ASX of deemed disposals that occurred roughly six and a half months earlier. The failure to lodge Appendix 3Y forms for Scott Macmillan and Matt Ireland at the options’ expiry was due to an administrative oversight within the company's compliance framework.

The options expired automatically on 31 December 2025 with a strike price of $0.04. Matt Ireland had 166,667 options expire, while Scott Macmillan’s holdings included 15,000,000 options that lapsed. Under ASX listing rules, the expiration of options without exercise is considered a deemed disposal, requiring directors to notify the exchange of changes in their securities interests. The company has now rectified the delay through the late submission of the required Appendix 3Y documents.

Director Holdings Before and After Options Expiry

Prior to the expiry, Matt Ireland held 666,667 shares, 166,667 options with a $0.04 strike price expiring 31 December 2025, plus 3,500,000 Class A and 3,500,000 Class B performance rights. After the options expired, his holdings adjusted to 666,667 shares and 7,000,000 combined performance rights. The expired options held no value at expiration as they were out-of-the-money.

Scott Macmillan’s indirect holdings through Bayethe Investments Pty Ltd included 15,000,000 options at $0.04 strike price expiring 31 December 2025, along with 6,000,000 Class A and 6,000,000 Class B performance rights. Post-expiry, his holdings consist solely of the 12,000,000 performance rights. The 15,000,000 options expired worthless, mirroring Ireland’s position.

Administrative Oversight and Company Acknowledgment

Condor Energy confirmed the delayed lodgement was caused by an administrative oversight rather than intentional non-compliance. The company’s internal management of director holdings failed to ensure timely ASX notification of the deemed disposals. Management acknowledged that the processes designed to capture and report director interest changes did not operate effectively in this case, highlighting a lapse in fulfilling obligations under ASX listing rule 3.19A.2 and Corporations Act section 205G.

Existing internal agreements with directors and the Trading Policy require notification of securities dealings and changes in notifiable interests. The company also conducts regular reviews of director holdings to ensure reporting compliance. Despite these measures, the 31 December 2025 option expiry was not captured in the regular reporting cycle for Ireland and Macmillan, resulting in the breach of lodgement timelines. The late filing now places the director interest changes on public record.

Enhanced Compliance Measures Implemented

In response, Condor Energy has introduced securities issuance and disposal checklists to supplement the Trading Policy and director agreements. These checklists aim to systematically capture and document all transactions affecting directors’ notifiable interests, emphasizing automatic events like option expiries that do not require active director action.

Management believes the combination of contractual obligations, formal policies, regular monitoring, and new checklists provides a robust framework to prevent recurrence of similar administrative oversights. The effectiveness of these measures will be evaluated in future reporting cycles as new transactions occur.

Company Structure and Leadership Overview

Condor Energy Limited is an Australian public company registered in Western Australia, with its registered office at First Floor, 10 Outram Street, West Perth WA 6005. The board includes Non-Executive Chairman Matt Ireland, Non-Executive Director Scott Macmillan, and Managing Director Serge Hayon. The company operates in the energy sector and can be reached at condor-energy.com.au or by phone at +61 8 6243 0429. Lloyd Flint serves as Company Secretary and contact for further information.

The fact that both the Non-Executive Chairman and a Non-Executive Director were subject to director interest changes indicates a significant portion of equity-based remuneration or options expired on 31 December 2025. This concentration suggests a cohort of options or performance rights granted or vested at similar times.

ASX Listing Rules and Disclosure Obligations

Appendix 3Y notices are required under ASX listing rule 3.19A.2 to disclose changes in directors’ relevant interests in securities. This is complemented by section 205G of the Corporations Act, mandating directors notify companies of dealings affecting notifiable interests. Appendix 3Y forms must be lodged as soon as possible and no later than five business days after the change.

For the 31 December 2025 option expiries, lodgement was due by 7 January 2026. The actual filing on 24 July 2026 represents a delay of approximately 198 calendar days (about 30 weeks). This late lodgement is now public and may be noted by investors and governance observers. While a technical breach, it does not alter the facts of the options’ expiration or directors’ holdings.

Details on Securities and Performance Rights

The expired options had a $0.04 strike price and were listed options. The absence of exercise indicates they were out-of-the-money or unattractive to exercise. Had the share price exceeded $0.04 with time remaining, exercising would have been expected. The automatic lapse shows no intrinsic value at expiration.

Both directors retain substantial Class A and Class B performance rights after expiry. Matt Ireland holds 3,500,000 Class A and 3,500,000 Class B performance rights (7,000,000 total). Scott Macmillan holds 6,000,000 Class A and 6,000,000 Class B performance rights (12,000,000 total) indirectly. Performance rights represent conditional share entitlements subject to performance criteria. The announcement does not specify their current status, vesting conditions, or potential value.

Closed Period Trading and Clearance Statements

In Part 3 of each Appendix 3Y, directors confirmed that the securities affected by the 31 December 2025 changes were not traded during a closed period requiring prior written clearance. Closed periods restrict director trading around material announcements.

Since the changes arose from automatic option expiry rather than active trading, closed period rules are less applicable. The company’s confirmation indicates the expiry did not occur during a trading restriction or that automatic lapsing is not considered a "trade" requiring clearance under company policy. This distinction clarifies compliance treatment of passive corporate events.

Investor Impact and Future Disclosure Expectations

The delayed director interest notices may attract attention from institutional investors, proxy advisors, and governance monitors tracking ASX-listed companies’ disclosure compliance. Although administrative oversights occur, a six-month delay is significant and suggests monitoring procedures failed to detect the automatic expiry event timely. Investors rely on prompt Appendix 3Y filings to maintain confidence in disclosure accuracy.

Public information does not clarify any immediate share price impact. However, the company’s proactive late filing and corrective actions may reassure investors about management’s commitment to addressing control deficiencies. The effectiveness of new securities checklists will be observable in upcoming reporting periods as director interest disclosures are made. Market participants will watch for improved compliance with notification requirements.


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