Manhattan Gold Corporation Announces Issuance of 1.5 Million Shares Under Short-Term Incentive Plan with ASX Quotation Application

Expansion of Manhattan Gold’s Capital Structure Through Share Issuance

Manhattan Gold Corporation Limited has formally applied for the quotation of 1.5 million newly issued ordinary fully paid shares on the Australian Securities Exchange. These shares were issued on 22 July 2026 following shareholder approval secured at the general meeting on 13 July 2026. This issuance is part of a broader capital management initiative previously announced via an Appendix 3B lodged on 15 July 2026. The shares were issued at a deemed price of $0.024 per share, aligning with the pricing established in the company’s March 2026 placement.

Following the quotation of these shares, Manhattan Gold’s issued capital will increase significantly to a total of 660,600,545 ordinary fully paid shares. Alongside these quoted shares, the company retains a substantial portfolio of unquoted securities, including approximately 62.1 million options with varying exercise prices and expiry dates, as well as 168 million performance rights. This capital structure highlights the company’s strategic balance between immediate equity financing and performance-linked incentive arrangements for shareholders and stakeholders.

Short-Term Incentive Arrangement and Consistent Share Pricing

The 1.5 million shares issued by Manhattan Gold are part of a short-term incentive arrangement, representing a key element of the company’s compensation and capital management strategy. The deemed issue price of $0.024 per share matches the pricing from the March 2026 placement, ensuring consistency and fairness across different capital raising tranches. This approach guarantees equitable treatment for participants in the short-term incentive plan relative to recent institutional placement investors.

This issuance structure underscores Manhattan Gold’s commitment to linking capital allocation with performance incentives. Issuing shares at a price consistent with recent market transactions provides transparency to all shareholders regarding the valuation basis of the incentive arrangement. The shareholder approval obtained on 13 July 2026 ensured existing shareholders had the opportunity to review and endorse this capital management initiative before the shares were issued, reflecting adherence to corporate governance and ASX Listing Rules.

Pending Issuance of Additional Performance Rights to Finalize Transaction

Manhattan Gold has disclosed that 11 million performance rights remain to be issued as part of the previously announced transaction, with shareholder approval granted at the 13 July 2026 general meeting. These performance rights constitute a deferred equity component that will further expand the company’s unquoted securities portfolio upon issuance. They form an integral part of the overall capital management initiative initiated by the current 1.5 million share issuance.

The use of performance rights aligns long-term shareholder interests with company performance, as these rights typically vest upon meeting specified milestones or conditions. Delaying their issuance until after the share quotation process ensures proper sequencing and compliance with ASX requirements. Once issued, the 11 million performance rights will substantially increase Manhattan Gold’s total unquoted securities holdings.

Shareholder Approval and Governance Compliance

The issuance of 1.5 million shares and the broader transaction structure were formally approved by shareholders at the general meeting on 13 July 2026. This approval represents a vital governance milestone, confirming shareholder endorsement prior to implementation. The timeline—from shareholder approval on 13 July, share issuance on 22 July, to the quotation application lodged on 23 July 2026—reflects a structured and efficient process for executing the capital management plan.

Shareholder approval also covered the issuance of the 11 million performance rights, providing management with authority to complete all components of the initiative without further shareholder votes. This alignment between shareholder consent and execution demonstrates Manhattan Gold’s commitment to transparent capital management and compliance with ASX Listing Rules. Documentation of shareholder approval in company updates assures market participants of adherence to corporate governance standards.

Comprehensive Quoted and Unquoted Securities Portfolio Post-Issuance

After the quotation of the 1.5 million ordinary shares, Manhattan Gold will maintain a diverse securities portfolio comprising both quoted and unquoted instruments. The quoted ordinary shares will total approximately 660.6 million, representing the primary equity securities traded on the ASX. This extensive issued capital base reflects the company’s reliance on equity financing to support operations and growth initiatives.

The unquoted securities portfolio includes 875,000 options expiring 28 November 2026 at an exercise price of $0.30; 20 million options expiring 27 November 2027 at $0.04; 2.5 million options expiring 29 May 2028 at $0.04; 18.75 million options expiring 15 July 2029 at $0.048; and 2 million options expiring 24 July 2028 at $0.04. Additionally, the company holds 168 million performance rights on an unquoted basis. This diversified portfolio, totaling approximately 230.1 million unquoted securities, provides Manhattan Gold with capital structure flexibility and aligns incentives with performance outcomes.

Capital Management Initiative Timeline and Market Disclosures

Manhattan Gold’s capital management initiative progressed through a structured timeline from mid-July 2026 to the formal quotation application. The company initially notified the market of the proposed securities issue via an Appendix 3B lodged on 15 July 2026 at 15:12. Shareholder approval was secured earlier on 13 July 2026, serving as a critical governance checkpoint before securities issuance.

The 1.5 million ordinary shares were issued on 22 July 2026, shortly after shareholder approval. The subsequent quotation application was lodged on 23 July 2026, seeking ASX approval for trading. This efficient timeline—from approval through issuance to quotation—demonstrates Manhattan Gold’s readiness to implement the approved capital initiative promptly, complying with ASX Listing Rules while minimizing delays.

Valuation and Consideration Framework for Share Issuance

The 1.5 million shares were issued as part of the short-term incentive arrangement at a deemed issue price of $0.024 per share, representing a non-cash transaction where shares are granted as compensation rather than for cash proceeds. This valuation provides an accounting and disclosure reference point, aligning with the March 2026 placement price to ensure consistency across capital allocations.

By using a deemed issue price instead of a cash transaction, Manhattan Gold structures the incentive arrangement to deliver equity-based compensation without immediate cash outlay. This aligns participant interests with shareholders, as recipients gain value through share ownership. The total deemed value of the issuance is approximately $36,000, offering transparency on the transaction’s economic substance within the company’s non-cash capital management strategy.

Integration of New Shares into Existing Issued Capital

The addition of 1.5 million newly quoted shares integrates seamlessly into Manhattan Gold’s existing issued capital base, reflecting the company’s ongoing equity financing strategy. Prior to this issuance, the company maintained a substantial ordinary share base, now expanded to 660,600,545 shares. This modest increase demonstrates a well-established capital structure preceding the latest initiative.

Quotation of these shares on the ASX enables liquidity and trading functionality, allowing shareholders and market participants to transact shares through the exchange. This step completes the capital management initiative by transitioning shares from unquoted incentive awards to publicly tradable securities, enhancing marketability and investor access. The quotation application underscores Manhattan Gold’s commitment to transparent and accessible trading for newly issued shares.

Overview of Manhattan Gold’s Capital Management Strategy

The issuance of 1.5 million shares under a short-term incentive plan exemplifies Manhattan Gold Corporation’s broader capital management and stakeholder incentivisation approach. The company employs diverse financing methods including cash placements, performance rights, and options alongside share-based incentives. The March 2026 placement, which set the pricing benchmark for the current issuance, illustrates ongoing engagement with capital markets to support strategic objectives.

Maintaining substantial unquoted performance rights and options highlights Manhattan Gold’s use of equity-based compensation to align stakeholder interests with company performance. The capital initiatives indicate active balance sheet management focused on growth and operational goals. Preference for equity over debt financing reflects the company’s business model and prevailing market conditions. Shareholder-approved short-term incentive arrangements demonstrate commitment to transparent, accountable capital allocation. The extensive unquoted securities portfolio, including performance rights contingent on milestones, aligns compensation with measurable business outcomes and shareholder value creation.