Birimian : Amended Executive Service Agreement Terms

24th January 2019 ___________________________________________________________________

Amendment to Executive Service Agreement Terms

Birimian Limited (ASX: BGS, "Birimian" or "the Company") refers to Annexure A of the summary terms of Mr Chris Evans' Executive Services Agreement ("Agreement") announced earlier today, and attaches amended terms of the Agreement herein. The reason for the amendment is to correct references to the vesting conditions relating to the Performance Rights.

Yours faithfully,

Mark Hepburn Executive Director & CEO Birimian Limited

ANNEXURE A

A summary of the terms of Mr Evans' Executive Service Agreement (Agreement) is set out below:

Commencement Date	The Agreement commences on February 3rd, 2019 and has no fixed term.
Duties and responsibilities	Mr Evans will be required to perform such duties as are normally entrusted to the Managing Director of a public listed company by the Board.
Fixed remuneration	Mr Evans will be entitled to a salary of $350,000 per annum (Base Salary) plus statutory superannuation. This will be subject to annual review.
Equity incentives	Incentive Options Subject to shareholder approval, Mr Evans will be granted options to acquire fully paid ordinary shares (Incentive Options) as follows: (a) 1,000,000 Incentive Options each with an exercise price of $0.40 and expiry date 3 years from the date of grant (Tranche 1 Incentive Options); (b) 1,000,000 Incentive Options each with an exercise price of $0.55 and expiry date 4 years from the date of grant (Tranche 2 Incentive Options); and (c) 1,000,000 Incentive Options each with an exercise price of $1.00 and expiry date 5 years from the date of grant (Tranche 3 Incentive Options). Each Incentive Option will vest upon the first to occur of: (d) the date that is 12 months after the Commencement Date for the Tranche 1 Incentive Options, 24 months after the Commencement Date for the Tranche 2 Incentive Options and 36 months after the Commencement Date for the Tranche 3 Incentive Options subject to Mr Evans continuing to be employed by the Company on that date; (e) a defined change of control event occurring, including under a takeover bid as well as merger or scheme of arrangement (Change of Control Event); and (f) the termination or cessation of Mr Evans' employment as a result of total and permanent disablement, mental illness, terminal illness or death, or redundancy, as determined by the board of directors (Good Leaver Termination Event). Any Incentive Option that has not vested before the expiry date will lapse immediately on that date. Performance Rights Subject to shareholder approval, Mr Evans will be granted: (a) 1,000,000 Performance Rights subject to satisfaction of the vesting conditions and with an expiry date 24 months after the date of grant (Tranche 1 Performance Rights); and (b) 1,000,000 Performance Rights subject to satisfaction of the vesting conditions and with an expiry date 30 months after the date of grant (Tranche 2 Performance Rights); and

(c) 2,000,000 Performance Rights subject to satisfaction of the vesting conditions and with an expiry date of 48 months after the date of grant (Tranche 3 Performance Rights). The vesting conditions relating to the Performance Rights are as follows: (d) Each Tranche 1 Performance Right will vest upon the first to occur of: (i) the Company obtaining a credit approved term sheet and committed equity to fund the construction and commissioning of the Company's Goulamina project, including working capital and cost overruns; (ii) a Change of Control Event; and (iii) a Good Leaver Termination Event. (e) Each Tranche 2 Performance Right will vest upon the first to occur of: (i) Commencement of construction of the Company's Goulamina project (excluding advanced works or the purchase of long lead time items); (ii) a Change of Control Event; and (iii) a Good Leaver Termination Event; and (f) Each Tranche 3 Performance Right will vest upon the first to occur of: (i) the first commercial shipment of ore produced at the Company's Goulamina project after commissioning and construction of the plant at that project; (ii) a Change of Control Event; and (iii) a Good Leaver Termination Event. Any Performance Right that has not vested before the expiry date will lapse immediately on that date. Remuneration Shares Subject to shareholder approval, Mr Evans will be granted: (a) 100,000 fully paid ordinary shares in the Company on 1 July 2019; (b) 175,000 fully paid ordinary shares in the Company on 1 July 2020; and (c) 225,000 fully paid ordinary shares in the Company on 1 July 2021.
Termination	The Company may terminate Mr Evans' employment at any time on 6 months' notice, of which at least 3 months must be paid in lieu. Mr Evans may terminate his employment with the Company at any time on 3 months' notice or, at the Company's election, 3 months fixed remuneration package in lieu of notice. The Company can terminate the agreement immediately for cause by giving written notice.
Restraint	Mr Evans is subject to a 6-month restraint period during which he must not be involved in any business which competes with the business of the Company, entice away the Company's employees or solicit business away from the Company.