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Investor Presentaiton

Armour Energy and controlled entities armourenergy.com.au Directors' report continued for the year ended 30 June 2020 REMUNERATION REPORT (AUDITED) CONTINUED PERFORMANCE SHARE HOLDINGS CONTINUED Details of all performance shareholdings in Armour Energy Ltd as of 30 June 2020 held by Key Management Personnel is set out below. The performance shares carry no dividend or voting rights. See page 34 above for conditions that must be satisfied for the performance shares to vest. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES Company debt instruments held by key management personnel There were no convertible notes held by key management personnel on 30 June 2020. The early redemption of all existing Convertible Notes on issue on 29 March 2019 was repaid through a refinancing transaction involving the issue of the $55 million new Secured Partially Amortising Notes, some of which were subscribed for by key management personnel, as set out below. When exercisable, each performance share is convertible into one ordinary share of Armour Energy Limited. If an executive ceases employment before the shares vest, the shares will be forfeited. Balance at the start of the year Received as part of remuneration Additions Disposals / other Balance at the end of the year Directors/ Key Balance at management 1 Jul 2019 Granted as remuneration Performance shares exercised Balance at 30 Jun 2020 Total vested Total vested and exercisable Total unvested Corporate bond holdings Stephen Bizzell 100 100 and un- وی personnel B Lingo 7,200,000 7,200,000 7,200,000 7,200,000 exercisable 7,200,000 7,200,000 Corporate bond payments Stephen Bizzell Interest $ Principal $ 10,828 7,000 Additionals / disposals Total paid during $ 2020 $ 17,828 GROUP PERFORMANCE AND LINK TO REMUNERATION During the financial year, Armour has generated losses as its principal activity was the discovery and production of world class oil and gas assets, as well as exploration for economically viable reserves of both conventional and unconventional natural oil and gas. Armour Energy Limited listed on the ASX on 26 April 2012. The closing share price as of 30 June 2020 was $0.02. The earnings of Armour for the five years to 30 June 2020 are summarised below: Bizzell Capital Partners Pty Ltd Mr Stephen Bizzell (a Director), is the Chairman of boutique corporate advisory and funds management group Bizzell Capital Partners Pty Ltd. Armour entered into an agreement with Bizzell Capital Partners Pty Ltd as Lead Manager for the capital raising program detailed in an ASX announcement on 23 September 2019. ப 2020 $ 2019 2018 2017 $ $ $ Sales revenue Profit (loss) after income tax 21,103,928 (9,570,776) 27,819,335 (11,683,748) 14,748,819 (12,198,333) 572,600 (11,474,692) 2016 $ 153,569 (18,873,927) Armour was in the exploration and development stage up until the 2018 financial year and as such, the link between remuneration, Group performance and shareholder wealth was tenuous. Share prices are subject to the influence of oil and gas prices and market sentiment toward the sector, and as such increases or decreases may occur quite independent of Executive performance or remuneration. Armour is currently in the production and development stage, therefore the link between Group performance and shareholder wealth should be more strongly linked in future years. The factors that are considered to affect total shareholders return ('TSR') are summarised below: On 23 September 2019, Armour Energy completed a private placement which raised gross proceeds of $4 million via the allotment of 80 million shares, with attached unlisted options. Bizzell Capital Partners managed the private placement and was paid a capital raising fee of $240,000 (net of GST) on arm's length terms. Bizzell Capital Partners was also entitled to receive an allotment of 8 million unlisted options exercisable at 8 cents through to 30 September 2023. Of the 8 million, 2 million were subsequently transferred to an unrelated sub-underwriter. This transaction was approved by shareholders at the company's AGM on 26 November 2019. In an ASX announcement on 15 June 2020, Armour entered into an agreement with Bizzell Capital Partners Pty Ltd and JB Advisory as Joint Lead Managers for the capital raising program. Armour announced a further capital raising program comprising a Placement and an Entitlement Offer, with the Entitlement Offer being fully underwritten by Bizzell Capital Partners. During the year ended 30 June 2020, Armour also paid Bizzell Capital Partners $22,687 under the Underwriting Agreement, and $73,352 in relation to the allotment of Placement Shares on 23 June 2020. 38 Share price at financial year end (cents) 2020 2.0 2019 6.7 2018 8.9 2017 2016 7.9 6.0 39
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