Icon Energy Annual Report 2025 15 Debt Conversion and Conditional Placement Agreement As announced on 11 October 2024, the Company entered into a Debt Conversion and Conditional Placement Agreement (Agreement) with Paradise Marine Pty Ltd as trustee for the James Superannuation Fund, an entity associated with Mr Raymond James (the Investor). The Agreement involved a staged capital raising and debt conversion arrangement totalling $900,000. Under the Agreement: − Stage 1: The Company issued 50,000,000 fully paid ordinary shares at $0.006 per share to the Investor, converting an existing $300,000 interest-free loan provided in September 2024. This transaction eliminated the Company’s repayment obligation in respect of that loan. − Stage 2: The Investor subscribed for an additional 50,000,000 shares for $300,000 in cash at $0.006 per share. Both Stage 1 and Stage 2 tranches were approved by shareholders at the 2024 Annual General Meeting held on 29 November 2024, and shares were issued accordingly. As announced on 26 March 2025, the Company and Paradise Marine Pty Ltd as Trustee for the James Superannuation Fund agreed to vary the terms of the Stage 3 tranche under the Agreement. In lieu of subscribing for a further $300,000 of shares, the Investor provided the Company with a further $300,000 unsecured, interest-free loan (Stage 3 Loan), with repayment to occur by either: − conversion into ordinary shares (Stage 3 Shares), subject to the Company obtaining required shareholder approvals, or − cash repayment by 31 December 2025, to the extent that the loan is not converted. The issue price of any Stage 3 Shares will depend on whether the Company’s shares have resumed trading on the ASX at the time of issue: − in the event that the Company’s Shares have not recommenced trading on the ASX, $0.006 per Share; or − in the event that the Company’s Shares have recommenced trading on the ASX on or prior to the Stage 3 completion date, the price per share that is equal to the greater of: 1. the average 15-day VWAP for the 15 Trading Days up to and including the Trading Day prior to the Stage 3 completion date; and 2. $0.004 per Share. To comply with section 611 (Item 7) of the Corporations Act, the Company will limit any share issuance such that the Investor’s holding does not exceed 19.99% of the Company’s issued capital following the Stage 3 Share issue. The Board acknowledges the significant ongoing support provided by Mr James and considers all transactions with Director-related entities during the financial year to be conducted at arm’s length and in the best interests of shareholders. 10. SHARE OPTIONS Options Granted to Directors and Key Management Personnel of the Company No options were issued or granted to, or exercised by, Directors and other KMP of the Company during the year. Options Held by Key Management Personnel During the financial year ended 30 June 2025, no Key Management Personnel held any options, directly or indirectly. At the Company’s 2024 Annual General Meeting (AGM) 94.98% of votes cast in relation to the resolution to adopt the 2024 Remuneration Report were cast in favour of the resolution. There were no comments made on the Remuneration Report at that AGM.
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