Birimian : Appoints New Managing Director

24th January 2019 ___________________________________________________________________

Birimian Appoints New Managing Director

Birimian Limited (ASX: BGS, "Birimian" or "the Company") is pleased to announce that it has appointed Mr Chris Evans as the Managing Director of the Company.

Mr Evans' is an experienced project delivery and operational management expert who was most recently the Chief Operating Officer of Altura Mining where he was responsible for all aspects of project development, construction and bringing into operation the Pilgangoora Lithium Mine. During Mr Evans' tenure Altura progressed from exploration to production and export, expanding from a handful of employees to over one hundred as well as utilising a large contracting workforce. Mr Evans was also involved in establishing and maintaining key relationships in relation to project financing and off-take partners.

Mr Evans has a Bachelor of Engineering Degree with Honours and a Master of Engineering Science in Construction Management from the University of New South Wales. He has almost twenty years of demonstrated success in managing teams in diverse localities and projects.

Mark Hepburn, CEO and Executive Director of Birimian said "one of the key goals of the new board has been to appoint a Managing Director of the calibre of Chris Evans. We are thrilled that he has elected to join Birimian and that he shares our enthusiasm and vision for our world class Goulamina Lithium Project ("Goulamina").

With Mr Evans' very recent experience in building a producing lithium operation from the ground up we see him as the ideal candidate to step into the role of Managing Director of Birimian as Goulamina moves into the development phase. I'm confident our shareholders will be extremely pleased with his appointment."

Mr Evans' remuneration and incentives Executive Service Agreement ("the Agreement") will be subject to a shareholder vote and any necessary regulatory approvals. The terms of the Agreement are reflected in Annexure A of this announcement.

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: (a) 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; (b) 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 (c) 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. 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: (d) 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 (e) 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

(f) 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: (g) 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. (h) Each Tranche 1 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 (i) Each Tranche 1 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.