Manhattan Gold Corporation Allocates 11 Million Performance Rights Under Shareholder-Approved Incentive Plan

Details and Timeline of the Performance Rights Issuance

Manhattan Gold Corporation completed the issuance of 11 million unquoted performance rights on 22 July 2026, with formal market notification provided on 23 July 2026 via an Appendix 3G filing. These rights constitute a newly created class of equity instruments, with the ASX security code pending confirmation following standard processing. This transaction finalizes the placement initially disclosed in an Appendix 3B announcement dated 15 July 2026 at 15:12, outlining the proposed securities issuance under a placement or comparable structure.

The issuance followed shareholder approval at the 13 July 2026 general meeting, reflecting strong investor backing for the equity compensation framework. The company has indicated no further securities issuances are planned to complete this transaction, confirming the performance rights placement as a standalone capital action rather than a multi-stage equity raise. The issuance date aligns with typical post-approval timelines for implementing equity instruments.

Nil Cash Consideration and Incentive Plan Structure

The 11 million performance rights were issued without cash consideration, meaning no capital was raised from this issuance. Instead, these rights form part of Manhattan Gold Corporation’s long-term incentive arrangement, a common practice among ASX-listed companies to align management and key personnel interests with shareholder value creation. Vesting of these rights is contingent upon achieving specified performance milestones, motivating operational and strategic success while preserving the company’s cash resources.

This nil-cash issuance indicates the rights are targeted at internal stakeholders such as executives and senior management, supporting talent retention and incentivising corporate objectives without impacting operational liquidity. The long-term nature of the incentive plan suggests vesting conditions span multiple years, fostering sustained alignment between participant interests and company performance.

Shareholder Approval and Corporate Governance

Shareholder consent for the 11 million performance rights was obtained at the general meeting on 13 July 2026, underscoring the board’s compliance with ASX Listing Rules and Corporations Act governance requirements. This approval process validated the equity compensation plan’s structure and scale, providing transparency and investor endorsement of the incentive arrangement.

The formal approval signals investor confidence in aligning executive remuneration with shareholder interests and clarifies the strategic rationale behind the equity allocation. It also enables investors to assess potential dilution impacts from the unquoted securities issuance.

Unquoted Securities and Capital Structure Impact

The issued 11 million performance rights are unquoted and not intended for ASX trading, distinguishing them from the company’s 659.1 million ordinary fully paid shares currently on issue. These rights add to Manhattan Gold Corporation’s existing unquoted instruments, including multiple option series expiring through 2029 and 168 million previously issued unquoted performance rights under the MHCAE code.

Combined with existing instruments, the total performance rights pool rises to approximately 179 million. Although unquoted, these rights represent significant economic interests and potential future dilution if performance conditions are met and rights vest or convert into ordinary shares. All newly issued performance rights rank equally from their 22 July 2026 issue date, ensuring uniform treatment among holders.

Existing Options and Warrants Portfolio

Manhattan Gold Corporation’s capital structure also includes a variety of unquoted options: 875,000 options expiring 28 November 2026 at $0.30 exercise price (MHCAD); 20 million options expiring 27 November 2027 at $0.04 (MHCAR); 2.5 million options expiring 29 May 2028 at $0.04 (MHCAG); and 18.75 million options expiring 15 July 2029 at $0.048 (MHCAH). Additionally, 2 million options expiring 24 July 2028 at $0.04 (MHCAF) were issued recently.

This diverse options portfolio reflects the company’s staged equity compensation strategy and capital management approach, balancing cash preservation with long-term incentives across multiple employee cohorts.

Market Environment for Manhattan Gold Corporation

Operating in the competitive Australian gold exploration and development sector, Manhattan Gold Corporation leverages equity-based compensation to attract and retain skilled professionals amid strong industry competition. The company’s capital structure, combining quoted shares and unquoted instruments, supports this strategy while managing shareholder dilution.

The nil-cash issuance of performance rights underscores a focus on capital preservation and operational efficiency, typical of junior to mid-tier exploration companies navigating commodity cycles. Equity compensation aligns participant interests with long-term value creation tied to exploration success and development milestones rather than short-term financial metrics.

Performance Rights Terms and Vesting Conditions

Material terms governing the 11 million performance rights are detailed in a formal document lodged with the ASX, accessible at https://announcements.asx.com.au/asxpdf/20260611/pdf/070jktlccnd6z1.pdf. This document outlines vesting criteria, performance hurdles, and rights mechanics, providing stakeholders with transparency on the conditional nature of the securities.

All performance rights in this new class rank equally from the issue date, ensuring consistent entitlements and simplifying administration. This transparency allows investors to evaluate potential dilution and vesting probabilities associated with the incentive plan.

Capital Structure and Dilution Considerations

The 11 million newly issued performance rights increase the pool of equity instruments potentially dilutive to ordinary shareholders. Combined with 168 million existing MHCAE performance rights and approximately 43.1 million options outstanding, these unquoted securities represent a significant portion of the company’s capital structure relative to the 659.1 million ordinary shares currently issued.

The actual dilution impact depends on vesting outcomes and conversion decisions, with the company not disclosing expected vesting probabilities or conversion ratios at this time. The use of unquoted securities as long-term incentives reflects a strategic emphasis on cash preservation while rewarding management and key personnel contingent on performance.

Next Steps and Compliance Obligations

Following the issuance, Manhattan Gold Corporation will manage the performance rights within its broader governance framework, maintaining holder records, tracking vesting against conditions, and providing ongoing ASX disclosures as required. Upon satisfaction of performance conditions, the company will facilitate conversion or exercise of rights and issue ordinary shares accordingly, with market announcements to reflect changes in share capital.

Investors should monitor future company updates regarding vesting milestones, conversion events, and any modifications to the incentive plan. The ASX security code for the new performance rights will be confirmed in due course through standard administrative processes, with a separate announcement to follow.