Peninsula Energy Ltd.: Exhibit 4.5 - Filed by newsfilecorp.com






Employment Agreement Managing Director 

Peninsula Energy Limited (ABN 67 062 49 303) 

and 

John (Gus) Andrew Simpson 


	MDC Legal 
	 Level 2, 28 Kings Park Rd, West Perth WA
      6005  
	ph (08) 9288 4000 	           
             | 	mdclegal.com.au	| 	fax (08) 9288 4001









	© 2015 MDC Legal
    	Employment Agreement 


CONTENTS 

	PARTIES
      	4
      
	 	 
	DEFINITIONS
      	4
      
	 	 
	TERMS
      OF EMPLOYMENT 	5
      
	 	 
	1
      	DATE
      OF EFFECT 	5
      
	 	 	 
	2
      	EMPLOYMENT
      COMMENCEMENT DATE AND RECOGNITION OF PRIOR SERVICE 	5
      
	 	 	 
	3
      	POSITION
      	5
      
	 	 	 
	4
      	DUTIES
      AND OTHER APPOINTMENTS 	6
      
	 	 	 
	5
      	HOURS
      AND PLACE OF WORK 	6
      
	 	 	 
	6
      	REMUNERATION
      	7
      
	 	 	 
	7
      	REVIEW
      	7
      
	 	 	 
	8
      	REIMBURSEMENT
      OF EMPLOYEE EXPENSES AND PROVISION OF REUNIFICATION FLIGHTS 	7
      
	 	 	 
	9
      	DEDUCTIONS
      	8
      
	 	 	 
	10
      	LEAVE
      	8
      
	 	 	 
	11
      	TERMINATION
      	9
      
	 	 	 
	11.1
      	     TERMINATION
      BY EITHER PARTY ON NOTICE 	9
      
	 	 	 
	11.2
      	     TERMINATION
      BY EMPLOYER WITHOUT NOTICE 	9
      
	 	 	 
	11.3
      	     TERMINATION
      FOLLOWING A MATERIAL CHANGE 	9
      
	 	 	 
	11.4
      	     EMPLOYEE
      OBLIGATIONS ON TERMINATION 	10
      
	 	 	 
	11.5
      	     RESIGNATION
      FROM OFFICES 	10
      
	 	 	 
	11.6
      	     SUSPENSION
      	10
      
	 	 	 
	12
      	GARDEN
      LEAVE 	11
      
	 	 	 
	13
      	CORPORATIONS
      LAW 	11
      
	 	 	 
	     THEN
      THE PAYMENT OR BENEFIT WILL BE REDUCED TO THE GREATEST AMOUNT PERMITTED
      (IF ANY), EITHER: 	11
      
	 	 
	     AS
      APPROPRIATE. 	11
      
	 	 
	14
      	CONFIDENTIALITY
      	12
      
	 	 	 
	14.1
      	     DEFINITIONS
      	12
      
	 	 	 
	14.2
      	     OBLIGATIONS
      REGARDING CONFIDENTIAL INFORMATION 	12
      
	 	 	 
	15
      	INTELLECTUAL
      PROPERTY AND MORAL RIGHTS 	13
	 	 	 
	16
      	RESTRAINT
      	13
      



	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 2







	© 2015 MDC Legal
    	Employment Agreement 



	16.1
      	     RESTRICTION
      	13
      
	 	 	 
	16.2
      	     RESTRAINT
      	14
      
	 	 	 
	16.3
      	     RESTRAINTS
      INDEPENDENT 	14
      
	 	 	 
	16.4
      	     SURVIVAL
      OF OBLIGATIONS 	14
      
	 	 	 
	17
      	POLICIES
      AND PROCEDURES 	14
      
	 	 	 
	18
      	GENERAL
      	14
      
	 	 	 
	18.1
      	     COVENANTS
      FOR THE BENEFIT OF THE GROUP 	14
      
	 	 	 
	18.2
      	     ENTIRE
      AGREEMENT 	15
      
	 	 	 
	18.3
      	     VARIATION
      	15
      
	 	 	 
	18.4
      	     NOTICES
      	15
      
	 	 	 
	18.5
      	     NO
      WAIVER 	16
	 	 	 
	18.6
      	     SEVERABILITY
      	16
      
	 	 	 
	18.7
      	     GOVERNING
      LAW 	16
      
	 	 	 
	SCHEDULE
      1 	18
      
	 	 
	1
      	EFFECTIVE
      DATE 	18
      
	 	 	 
	2
      	EMPLOYMENT
      COMMENCEMENT DATE 	18
      
	 	 	 
	3
      	POSITION
      	18
      
	 	 	 
	4
      	LOCATION
      	18
      
	 	 	 
	5
      	REMUNERATION
      	18
      
	 	 	 
	SCHEDULE
      2 	19
      
	 	 
	1
      	DUTIES
      	19
      
	 	 	 
	SCHEDULE
      3 	19
      



	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 3







	© 2015 MDC Legal
    	Employment Agreement 


This Employment Agreement is made on                                                      2015. 

PARTIES 

Peninsula Energy Limited (ABN 67 062 409 303) Level 2,
100 Railway Road, Subiaco, Western Australia (Employer) 

John (Gus) Andrew Simpson (Employee) 

The Employer has offered to employ the Employee on the terms
contained in this Agreement. The Employee has accepted the terms offered by the
Employer. 

DEFINITIONS 

In this Agreement, unless the context otherwise requires: 

	 	a) 	
      Agreement means this employment agreement and any
      schedules and annexures attached to the agreement, as amended in writing
      from time to time;

	 	 	 
	 	b) 	
      ASX Listing Rules means the official Listing Rules
      of the ASX as they apply to the Employer from time to time;

	 	 	 
	 	c) 	
      Business Day means a day that is not a Saturday, a
      Sunday or a public holiday or bank holiday in the jurisdiction governing
      this Agreement.

	 	 	 
	 	d) 	
      Client means a person or entity to whom the
      Employer provides its services or with whom it is engaged in discussions
      to provide services;

	 	 	 
	 	e) 	
      Corporations Law means the Corporations Act 2001
      (Cth) as varied or replaced from time to time;

	 	 	 
	 	f) 	
      Developments means all Intellectual Property made,
      developed, written, conceived or otherwise created by the Employee
      (whether alone or with others and whether or not during or outside
      ordinary hours of work) during the employment,
which:




	 	(i) 	
      relates to the actual or anticipated business, research
      or development of the Employer;

	 	 	 
	 	(ii) 	
      was created utilising the Employer’s resources;
  or

	 	 	 
	 	(iii) 	
      is suggested by or results from any task assigned to the
      Employee, or work performed by the Employee, for or on behalf of the
      Employer, alone or in concert with others.




	 	g) 	
      Effective Date means the date specified in item 1
      of Schedule 1;

	 	 	 
	 	h) 	
      Employment Commencement Date means the date
      specified in item 2 of Schedule 1;

	 	 	 
	 	i) 	
      Industrial law means any law that determines one
      or more conditions of employment;

	 	 	 
	 	j) 	
      Intellectual Property Rights means all
      intellectual property rights at any time recognised by applicable law,
      including:




	 	(i) 	
      patents, copyright, circuit layout rights, registered and
      unregistered designs, trademarks, business names, know-how, moral rights
      and any rights to have Confidential Information kept confidential;
    and




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 4







	© 2015 MDC Legal
    	Employment Agreement 



	 	(ii) 	
      any application or right to apply for registration of any
      of the rights referred to in paragraph (a) immediately above,

	 	 	 
	 	(iii) 	
      or such similar rights whatsoever arising in the
      world.




	 	k) 	
      Group means the Employer and any Related Body
      Corporate;

	 	 	 
	 	l) 	
      Material Change means a situation where, without
      the Employee’s agreement, the Employee’s position becomes redundant; where
      there is a material diminution or change in the Employee’s
      responsibilities or duties, or a material reduction in status of the
      Employee’s position; or where there is a material reduction in the
      Employee’s remuneration, but shall not include a change of shareholding or
      change of control of the Employer.

	 	 	 
	 	m) 	
      Moral Rights means the rights of integrity of
      authorship (that is, not to have a work subject to derogatory treatment),
      the right of attribution of authorship of a work, and the right not to
      have authorship of a work falsely attributed, which rights are created by
      the Copyright Act 1968 (Cth) and if the works are used in any jurisdiction
      other than Australia, any similar right capable of protection under the
      applicable laws of that jurisdiction;

	 	 	 
	 	n) 	
      Ordinary Hours means an average of up to 38 hours
      per week (pro-rated for part-time employees), averaged over a 26 week
      period, usually worked between the hours of 8:00AM and 6:00PM Monday to
      Friday;

	 	 	 
	 	o) 	
      Parties means the Employer and the Employee and
      Party means either of them;

	 	 	 
	 	p) 	
      Related Body Corporate means a related body
      corporate of the Employer within the meaning given to that expression in
      the Corporations Act 2001 (Cth);

	 	 	 
	 	q) 	
      Schedule means a schedule to this Agreement;
      and

	 	 	 
	 	r) 	
      a reference to $ is a reference to Australian
      dollars.



TERMS OF EMPLOYMENT 

	1 	
      DATE OF EFFECT

	 	 
		
      This Agreement has effect from the Effective Date and
      will continue to have effect until it is terminated in accordance with the
      terms of this Agreement.

	 	 
	2 	
      EMPLOYMENT COMMENCEMENT
      DATE AND RECOGNITION OF PRIOR
      SERVICE

	 	 
		
      The Employer agrees to treat your employment as having
      commenced on the Employment Commencement Date for the purposes of accrued
      entitlements and notice of termination, recognising your previous service
      with the Employer as a consultant for the purposes of your continuous
      service.

	 	 
	3 	
      POSITION

	 	 
		
      You will be employed in the position and at the location
      set out in Schedule 1.




      	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 5







	© 2015 MDC Legal
    	Employment Agreement 



	4 	
      DUTIES AND OTHER
      APPOINTMENTS




	 	a) 	
      During your employment you
will:




	 	(i) 	
      honestly and diligently perform your duties as contained
      in Schedule 2 or as provided to you from time to time and such other
      duties as the Employer may reasonably direct;

	 	 	 
	 	(ii) 	
      subject to clause 4(b) below, devote the whole of your
      time, attention and skill to the performance of the duties during normal
      working hours and at such other times as may be reasonably required by the
      needs of the Employer’s business;

	 	 	 
	 	(iii) 	
      follow the reasonable directions from time to time of the
      Employer or of any person or entity authorised by the Employer to direct
      you from time to time;

	 	 	 
	 	(iv) 	
      use your best endeavours to promote, and do nothing to
      damage, the goodwill and professional reputation of the
Employer;

	 	 	 
	 	(v) 	
      use your best endeavours to protect, and do nothing to
      damage, the property of the Employer, and only use the property of the
      Employer for the purposes of performing your duties;

	 	 	 
	 	(vi) 	
      observe and undertake all responsibilities and duties in
      compliance with all applicable laws; and

	 	 	 
	 	(vii) 	
      not accept any incentives, promotions or inducements in
      your employment from other parties unless prior consent is given by the
      Employer;

	 	 	 
	 	(viii) 	
      provide the Board with information and reports as to the
      affairs of the Group as the Board may request under normal industry
      practice from time to time; and generally, so as to keep the Board
      informed of all material developments in or relevant to the Group's
      affairs within the scope of your duties.




	 	b) 	
      During your employment you may act as a director of, hold
      other offices in, or perform services for other entities, either related
      to or unrelated to the Employer, subject to those other roles not
      interfering or conflicting with your employment with the Employer under
      this Agreement with the prior written consent of the Board, which will not
      be unreasonably withheld with the current accepted positions listed in
      Schedule 3.




	5 	
      HOURS AND PLACE OF
      WORK




	 	a) 	
      You will:




	 	(i) 	
      work such hours as are necessary to perform your duties
      or as reasonably required by the Employer.

	 	 	 
	 		
      ; and

	 	 	 
	 	(ii) 	
      work in such locations as directed by the Employer and or
      as required to perform your duties. This may require travel and periods of
      stay away from home.




	 	b) 	
      The remuneration paid to you in accordance with clause 6
      is compensation for all hours worked.




      	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 6







	© 2015 MDC Legal
    	Employment Agreement 



	6 	
      REMUNERATION




	 	a) 	
      The Employer will remunerate you in accordance with this
      clause 6 and Schedule 1. The base salary component of your remuneration
      will be paid monthly, half in advance and half in arrears by direct
      deposit into your nominated bank account. You must keep the details of
      your remuneration confidential.

	 	 	 
	 	b) 	
      Subject to compliance with the Corporations Law and the
      ASX Listing Rules (as applicable), you will be eligible to participate
      in




	 	(i) 	
      a Short Term Incentive Plan (STIP) and Long Term
      Incentive Plan (LTIP) (as amended or replaced from time to time) subject
      to the terms of the STIP and LTIP. Any applicable performance milestones
      (or ‘gateway measures’) and/or conditions, will be agreed with you
      annually by the 1 July of each year. Details of the STIP and LTIP for the
      financial year ending June 2016 are set out in Schedule 1; and

	 	 	 
	 	(ii) 	
      any bonus scheme which the Employer may, in its
      discretion, provide from time to time, subject to the rules of that bonus
      scheme. The Employer is under no obligation to provide the same (or any)
      bonus arrangement in one year as in the preceding year and payment of a
      bonus in one year will not create any right or entitlement to a bonus in
      any subsequent year.




	 	c) 	
      For the financial year ending 30 June 2016 only, the
      Employer guarantees that your remuneration, inclusive of any retirement
      benefit contributions made on your behalf and of any payments made to you
      under the STIP, will be no less than $750,000.

	 	 	 
	 	d) 	
      The remuneration is inclusive of any remuneration
      receivable by you in respect of any office held in the Employer or any
      Related Body Corporate, including Director’s
fees.




	7 	
      REVIEW

	 	 
		
      Your remuneration will be reviewed annually by the
      Employer. The review will not necessarily lead to an increase in your
      remuneration and any increase is at the Employer’s discretion. If any
      changes are made to your remuneration, such changes will take effect from
      the 1 July of each year.

	 	 
	8 	
      REIMBURSEMENT OF EMPLOYEE
      EXPENSES AND PROVISION OF
      REUNIFICATION
FLIGHTS




	 	a) 	
      Subject to the annual budget as agreed by the Board, you
      will be reimbursed for all reasonable and necessary out of pocket expenses
      properly incurred in the proper performance of your duties, including for
      all reasonable travel intrastate or interstate or overseas, accommodation
      and general expenses (including the cost of flights) commencing from the
      Effective Date.

	 	 	 
	 	b) 	
      Reimbursement of expenses is subject to you providing
      such documentary evidence of expenditure as the Remuneration Committee of
      the Board may reasonably require.




      	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 7







	© 2015 MDC Legal
    	Employment Agreement 



	 	c) 	
      You will be provided with the following reunification
      flight benefits for the financial year ending 2016, to be used at a time
      of your choosing within the financial year:




	 	(i) 	
      2 x return business class air fare from your overseas
      residence to Perth for your wife; and

	 	 	 
	 	(ii) 	
      2 x return economy airfares from your overseas residence
      to Perth, for each of your two sons.



If these flights are not used in the
financial year they will be forfeited and not accrued. If your circumstances
change and you become a resident of Australia or reside permanently in
Australia, then these flight allocations will be forfeited. The provisions of
reunification flight benefits will be reviewed by the Employer annually in
conjunction with the review of your remuneration. 

	9 	
      DEDUCTIONS



You agree to the deduction from your
remuneration or other sums due (including, to the extent permitted by law,
amounts payable upon termination): 

	 	a) 	
      statutory deductions;

	 	 	 
	 	b) 	
      contributions payable by you under any retirement
      benefits scheme or fund of which you are a member; and

	 	 	 
	 	c) 	
      other amounts owed by you on any account to the Employer
      or any Related Body Corporate.




	10 	
      LEAVE




	 	a) 	
      For each completed year of service, you will be entitled
      to four weeks’ annual leave which accrues on a pro rata basis. Annual
      leave accrues from year to year.

	 	 	 
	 	b) 	
      You will be entitled up to 10 days of paid
      personal/carer’s leave for each completed year of service in the event
      that you are unable to perform your Duties due to a personal illness or
      injury or to provide care or support to a member of your immediate family
      who is ill or injured. Personal/carer’s leave accrues from year to
      year.

	 	 	 
	 	c) 	
      You must, if the Employer so requires, provide evidence
      to the Employer's reasonable satisfaction that any absence was due to
      illness or injury to you or an immediate family member.

	 	 	 
	 	d) 	
      You will be entitled to parental, compassionate and other
      leave in accordance with applicable Industrial Law.

	 	 	 
	 	e) 	
      You will be entitled to long service leave in accordance
      with the Long Service Leave Act 1958 (WA) as if you were an
      employee for the purposes of the Long Service Leave Act 1998
      (WA).

	 	 	 
	 	f) 	
      In the event you are or become entitled to annual leave,
      personal/carer’s leave or long service leave under applicable Industrial
      Law you will be entitled to leave either in accordance with clauses a), b)
      and/or c) or under the applicable Industrial Law, whichever is the
      greatest.




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 8







	© 2015 MDC Legal
    	Employment Agreement 



	 	g) 	
      You will be granted paid leave for the gazetted public
      holidays of Western Australia only. The Employer may however reasonably
      require you to work on such public holidays. Your remuneration includes
      payment for public holidays whether worked or
not.




	11 	
      TERMINATION




	11.1 	
      TERMINATION BY EITHER PARTY ON
      NOTICE




	 	a) 	
      Either party may terminate this Agreement at any time by
      giving the other party 12 months’ written notice.

	 	 	 
	 	b) 	
      The Employer may elect to pay an amount that you would
      have been entitled to receive as remuneration during the notice period (or
      unexpired portion of the notice period) in lieu of notice, in which case
      you will not be required to work out the period of the notice.

	 	 	 
	 	c) 	
      Where the Agreement is terminated at the Employer’s
      initiative, whether the Employer elects to require you to work out the
      notice period, or elects to pay any amount in lieu of what you would have
      been entitled to receive as remuneration during the notice period (or
      unexpired portion of the notice period) such payment shall be without
      prejudice to any STIP or LTIP incentives referred to in clause 6b),
      subject to the terms of the STIP or LTIP.




	11.2 	
      TERMINATION BY EMPLOYER WITHOUT
      NOTICE



The Employer may terminate this
Agreement at any time without notice if you: 

	 	a) 	
      commit any serious or persistent breach of any of the
      provisions of this Agreement and the breach is not remedied within 14 days
      of the receipt of written notice from the Employer to do so, or the breach
      is not capable of remedy;

	 	 	 
	 	b) 	
      engage in serious misconduct or wilful neglect in the
      discharge of your duties including but not limited to theft, fraud or
      assault or refusal to carry out a lawful and reasonable
  instruction;

	 	 	 
	 	c) 	
      are convicted of any major criminal offence (including
      any offence under the Corporations Act 2001 (Cth));

	 	 	 
	 	d) 	
      become bankrupt or lose or fail to obtain any necessary
      qualification, licence, certificate or other prerequisite to or condition
      of the performance of your duties; or

	 	 	 
	 	e) 	
      become of unsound mind or are incapacitated due to
      illness or accident for an accumulated period of 3 months in any 12 month
      period after you have exhausted your paid personal/carer’s
  leave.




	11.3 	
      TERMINATION FOLLOWING A MATERIAL
      CHANGE




	 	a) 	
      You may terminate the Agreement within three months of a
      Material Change occurring by giving one months’ notice to the
    Employer.




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 9







	© 2015 MDC Legal
    	Employment Agreement 



	 	b) 	
      On the termination of your employment following a
      Material Change, the Employer must pay you a sum equivalent to 11 months’
      of your base salary.

	 	 	 
	 	c) 	
      Alternatively, the Employer may elect to terminate your
      employment immediately upon receiving notice under clause 11.3a), and pay
      to you a sum equivalent to 12 months’ of your base salary.

	 	 	 
	 	d) 	
      Any payment made to you under clause11.3b) or b) is paid
      in full and final satisfaction of any and all claims you may have in
      relation to your employment, including any entitlement to a redundancy
      payment or payment in lieu of notice, save that the payment shall be
      without prejudice to any rights which you may have to any STIP or LTIP
      incentives referred to in clause 6b), subject to the terms of the STIP and
      LTIP.




	11.4 	
      EMPLOYEE OBLIGATIONS ON
  TERMINATION



On termination of your employment you
must: 

	 	a) 	
      immediately return to the Employer all property of the
      Employer in your control or possession including but not limited to all
      documents, records, reports, computers and software, Confidential
      Information, credit cards, keys and security passes;

	 	 	 
	 	b) 	
      destroy all electronically stored information on any
      personal device which is the property of the Employer; and

	 	 	 
	 	c) 	
      provide to the Employer all relevant passwords, if any,
      to computers, systems or computer files which have been in your care or
      control during your employment.




	11.5 	
      RESIGNATION FROM
OFFICES



Upon termination of your employment by
either party, you must, at the request of the Employer or a relevant Related
Body Corporate, immediately resign from all executive offices in the Group that
you hold including the office of director of any members of the Group.

	11.6 	
      SUSPENSION



If it is alleged that you have engaged
in conduct of a type referred to in clause 11.2 or if, in the reasonable opinion
of the Employer, the circumstances warrant: 

	 	a) 	
      the Employer may appoint a person to conduct any
      investigation it thinks fit into the allegations or the relevant
      circumstances;

	 	 	 
	 	b) 	
      you must attend the offices of the Employer or elsewhere
      and give information, explanation or other assistance to the person
      conducting the investigation, as directed by the Employer;

	 	 	 
	 	c) 	
      during the whole or part of a period of investigation,
      the Employer may, in its discretion, suspend you on full pay and direct
      you, subject to clause 11.6b), not to attend the workplace, for a
      period:




	 	(i) 	
      to be in the discretion of the Employer;
  and




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 10







	© 2015 MDC Legal
    	Employment Agreement 



	 	(ii) 	
      during which the Employer is not obliged to provide you
      with work.




	 	d) 	
      You will continue to be entitled to receive your ordinary
      remuneration base salary during any period of
suspension.




	12 	
      GARDEN LEAVE



If you or the Employer has given notice
of termination or you have been suspended under clause 11.6, the Employer may,
without limiting the Employer's rights, require you during part or all of the
period of notice or suspension: 

	 	a) 	
      not to carry out any duties;

	 	 	 
	 	b) 	
      not to attend for work or at any Employer or Group
      premises;

	 	 	 
	 	c) 	
      not to access any Employer or Group computer
    systems;

	 	 	 
	 	d) 	
      to perform duties which are different to those which you
      had been required to perform, provided only that you have the necessary
      skills and competence to perform the duties;

	 	 	 
	 	e) 	
      not to have any contact with any customers, members,
      suppliers or employees of the Employer or Group;

	 	 	 
	 	f) 	
      to return Employer or Group property;

	 	 	 
	 	g) 	
      without limiting the Employer's rights and in accordance
      with law, direct you to take annual leave or long service leave;
  or

	 	 	 
	 	h) 	
      any combination of the above.




	13 	
      CORPORATIONS
  LAW




	 	a) 	
      If this Agreement provides for any payment(s) or
      benefit(s) that is or are (whether alone or in conjunction with any other
      payments or benefits):




	 	(i) 	
      greater than permitted under the Corporations Law or the
      ASX Listing Rules without the need to obtain any form of shareholder
      approval; or

	 	 	 
	 	(ii) 	
      not permitted under the Corporations Law or the ASX
      Listing Rules, then the payment or benefit will be reduced to the greatest
      amount permitted (if any), either:




	 	(iii) 	without the need for such shareholder approval,
      or; 
	 	 	 
	 	(iv) 	by the Corporations Law or ASX Listing Rules,
      as appropriate. 



	 	b) 	
      The Board may, in its absolute discretion, apportion such
      a reduction between any one or more payments or benefits under this
      agreement.




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 11







	© 2015 MDC Legal
    	Employment Agreement 



	 	c) 	
      Where clause 13b) applies to reduce a payment or benefit,
      shareholder approval will be sought (to the extent approval has not
      already been sought) at the next general meeting of the Employer for the
      payment or provision of the balance of any such
payment.




	14 	
      CONFIDENTIALITY




	14.1 	
      DEFINITIONS



In this clause the following terms have
the meanings stated: 

“Confidential Information” means
any information in respect of the Employer’s business and operations or the
Employer’s clients which is not in the public domain and includes, but is not
limited to, the Employer’s or clients’ privileged or confidential information,
passwords, security codes, training course content and materials, quality
assurance, evaluation and assessment systems, tools, materials and information,
any trade secrets, lists or information pertaining to clients, suppliers or
other employees employed or contractors engaged by the Employer, commercial, and
financial relationships, fee or funding structures and prices, contracts,
precedents, pro forma, submissions, pleadings, advices, correspondence,
specifications, drawings, innovations and inventions, ideas, records, reports,
software, patents, designs, copyright material, business accounts or financial
information, research (whether by the Employee, the Employer or commissioned by
the Employer), marketing methods and strategies, business and strategic plans,
secret processes or other information whether in electronic or hardcopy, in
film, video, writing or otherwise related to the Employer; 

	14.2 	
      OBLIGATIONS REGARDING
      CONFIDENTIAL
INFORMATION




	 	a) 	
      The Employer’s Confidential Information is very valuable
      to the Employer. You must strictly abide by the obligations imposed on you
      by this clause.

	 	 	 
	 	b) 	
      You:




	 	(i) 	
      acknowledge that the Employer is the owner of the
      Confidential Information;

	 	 	 
	 	(ii) 	
      acknowledge that your obligations in relation to
      Confidential Information will survive any termination of this Agreement
      but will cease to apply to information or knowledge which may become
      public knowledge otherwise than by the your act or default;

	 	 	 
	 	(iii) 	
      acknowledge the confidential nature of the work to be
      undertaken by you in the course of your employment, including in relation
      to Confidential Information, or any confidential information obtained by
      you from a third party which may come to the your knowledge;

	 	 	 
	 	(iv) 	
      must keep any Confidential Information secret and
      confidential, except in the ordinary and proper course of employment with
      the Employer and except to the extent that you are required by law. In the
      latter case you must advise the Employer as soon as reasonably practicable
      and, where possible, before the disclosure is
made.




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 12







	© 2015 MDC Legal
    	Employment Agreement 



	15 	
      INTELLECTUAL PROPERTY AND MORAL
    RIGHTS




	 	a) 	
      During the course of your employment you may be involved
      in the development of Intellectual Property. This may be on your own or in
      conjunction with others and may be during or after work. You agree that
      all rights, title and interest in the Intellectual Property in the
      Developments vests solely in the Employer immediately upon creation and
      acknowledges and agrees that the Developments are and will be the sole and
      exclusive property of the Employer.

	 	 	 
	 	b) 	
      Both during and after your employment, you agree to do
      all acts and things that the Employer may reasonably require to secure the
      Employer’s sole, absolute and exclusive ownership of the Developments and
      you must immediately disclose to the Employer (and to no other person) all
      the details of any Developments. You must not engage in any conduct that
      may damage the Employer’s Intellectual Property (including the
      Intellectual Property in the Developments) or the Employer’s rights in the
      Developments.

	 	 	 
	 	c) 	
      To the extent that you may have Moral Rights, you
      irrevocably consent to any act or omission of the Employer that would
      otherwise infringe those Moral Rights.




	16 	
      RESTRAINT




	16.1 	
      RESTRICTION



For the purpose of this clause: 

	 	a) 	
      Restricted Period means the period of 12 months
      from the termination of your employment for any reason with any member of
      the Group.




	 	b) 	
      Restricted Business
means:




	 	(i) 	
      the business of exploring for, producing, marketing and
      trading uranium, or if that description is held by a court to be
      unenforceable;

	 	 	 
	 	(ii) 	
      any aspect of the business described in clause 16.1b)(i)
      in which you were involved during your
employment.




	 	c) 	
      Restricted Area means:




	 	(i) 	
      any country in which the Employer or any Related Body
      Corporate conducts business at the date of termination of your employment
      and over which you had responsibility or in which you worked during the
      last 12 months of your employment, but if those areas are held by a court
      to be unenforceable;

	 	 	 
	 	(ii) 	
      Australia, United Kingdom, USA or South Africa , but if
      those areas are held by a court to be unenforceable;
or




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 13







	© 2015 MDC Legal
    	Employment Agreement 



	 	(iii) 	
      any state, province or district or similar area in which
      the Employer or any Related Body Corporate conducts business at the date
      of termination of your employment and over which you had responsibility or
      in which you worked during the last 12 months of your
  employment.




	 	d) 	
      Restricted Activity
means:




	 	(i) 	
      directly or indirectly engage in the Restricted Business
      including as trustee, principal, partner, employee, agent, shareholder,
      unit holder or in any other capacity; or

	 	 	 
	 	(ii) 	
      cause any Client to stop doing business or reduce the
      amount of business it does with the Group; or

	 	 	 
	 	(iii) 	
      cause any Client not to award any new business to the
      Group and/or to award such business to any other person; or

	 	 	 
	 	(iv) 	
      cause any employee or agent of any member of the Group
      whom the Executive had contact with during the Employment to terminate
      their employment or agency or to become employed or engaged by any other
      person.




	 	e) 	
      A person will not constitute a Client for the purposes of
      this clause 16 unless you had material contact or dealings with that
      person during the last 12 months of your
employment.




	16.2 	
      RESTRAINT



You must not within the Restricted Area
and during the Restricted Period engage or attempt to engage in any Restricted
Activity unless the Employer provides its consent. 

	16.3 	
      RESTRAINTS
INDEPENDENT




	 	a) 	
      If reading clauses 16.1 and/or 16.2 in conjunction with
      any paragraph, sub-paragraph or part of a sub- paragraph of 16.1 would
      lead to clause 16.1 or 16.2 being unenforceable, then that part must be
      severed from clause 16.1 to the extent necessary to render clause 16.2
      enforceable.




	16.4 	
      SURVIVAL OF
OBLIGATIONS



The provisions of clause 16 will
survive any termination of this agreement. 

	17 	
      POLICIES AND
PROCEDURES



You are required to comply with the
Employer's policies and procedures as established and amended from time to time,
however the policies and procedures are not incorporated into this Agreement as
terms and conditions of this Agreement. 

	18 	
      GENERAL




	18.1 	
      COVENANTS FOR THE BENEFIT OF THE
  GROUP



The benefit of all covenants,
acknowledgements, indemnities and other obligations granted by you in this
Agreement are conferred on all member of the Group and may be enforced by any or
all of them. 

	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 14







	© 2015 MDC Legal
    	Employment Agreement 



	18.2 	
      ENTIRE
  AGREEMENT



This Agreement contains all of the
terms and conditions of your employment and supersedes and replaces any other
employment contract or any agreements, discussions, representations or
understanding by either Party or between the Parties. 

	18.3 	
      VARIATION



Unless otherwise stated in this
Agreement, the terms and conditions contained in the Agreement may only be
varied by a written agreement signed by both Parties. 

	18.4 	
      NOTICES




	 	f) 	
      Each notice required to be given to a Party will be in
      writing and may be delivered personally or sent by properly addressed and
      prepaid mail, facsimile or email addressed to the Party at its address set
      out below, or at such other address as it may, from time to time, notify
      the other Parties of.

	 	 	 
	 	g) 	
      Address of Parties:

	 	 	 
	 		
      Employer: Peninsula Energy Limited 

	 	 	 
	 	 	Attention: Company Secretary
	 	 	 
	 		
      Level 2, 100 Railway Road, Subiaco WA 6008 

	 	 	 
	 	 	Facsimile: +618 9381 5064
	 	 	 
	 	 	 
	 		
      Employee: Gus Simpson 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 		
      Email:  

	 	 	 
	 	h) 	
      Each party may from time to time change its address by
      giving notice to the other party in accordance with this clause;

	 	 	 
	 	i) 	
      Any notice given pursuant to this clause will be deemed
      to have been received:




	 	(i) 	
      in the case of personal delivery, on the actual day of
      delivery if delivered prior to 5:00PM (Perth time) on a Business Day,
      failing which it will be taken to have been delivered on the following
      Business Day;

	 	 	 
	 	(ii) 	
      if sent by mail, on the second clear Business Day after
      the day of posting;

	 	 	 
	 	(iii) 	
      if sent by facsimile, on the day the facsimile was sent
      by clear transmission; and

	 	 	 
	 	(iv) 	
      if sent by email, on receipt of a delivery
  receipt.




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 15







	© 2015 MDC Legal
    	Employment Agreement 



	18.5 	
      NO
WAIVER



Any omission or delay by the Employer
to enforce or require strict or timely compliance with any provision of this
Agreement does not restrict its right to subsequently enforce that provision.


	18.6 	
      SEVERABILITY



If the whole or any part of any
provision of this Agreement is held by a competent authority to be unlawful,
invalid or unenforceable or becomes unlawful, unenforceable or voidable by
reason of any statute or rule of law, then that provision will: 

	 	(a) 	
      where possible be interpreted in a way which complies
      with the statute or law; or

	 	 	 
	 	(b) 	
      otherwise be severed from this
  Agreement,



and the remaining terms and conditions
of this Agreement will continue to be valid and enforceable in accordance with
their terms. 

	18.7 	
      GOVERNING
  LAW



This agreement is governed by the laws
in force in Western Australia and each party irrevocably and unconditionally
submits to the non-exclusive jurisdiction of the courts of Western Australia.


	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 16







	© 2015 MDC Legal
    	Employment Agreement 


Executed by the parties

Executed by Peninsula Energy Limited (ABN 67 062 409
303) in accordance with section 127 of the Corporations Act 2001
(Cth):

	Director’s signature
    	 	Director
      / Secretary’s signature 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Director’s name (please print) 	 	Director / Secretary’s name (please print)
  


Signed by John (Gus) Andrew Simpson 

		 	Employee’s Signature 
	 	 	 
	In the presence of: 	 	 
	Witness Signature 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Witness name (please print) 	 	 
	 	 	 
	 	 	 
	 	 	 
	Witness address (please print) 	 	 
	 	 	 
	 	 	 
	 	 	 
	Witness occupation (please print) 	 	 
	 	 	 



	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 17







	© 2015 MDC Legal
    	Employment Agreement 


SCHEDULE 1 

	1 	
      EFFECTIVE
  DATE



1 July 2015 

	2 	
      EMPLOYMENT COMMENCEMENT
      DATE



19 October 2007 

	3 	
      POSITION



Managing Director/CEO 

	4 	
      LOCATION



At such locations as the performance of
the Duties and the business of the Employer may reasonably require, or as
otherwise determined by the Board of directors. 

	5 	
      REMUNERATION




	 	(a) 	
      You will receive a base salary of AUD$600,000 (inclusive
      of retirement benefit contributions which the Employer is required by law
      to make on your behalf) per annum, less any tax that the Employer is
      obliged to withhold by law.




	 	(b) 	
      Subject to compliance with any requirements under with
      the Corporations Law and/or ASX Listing Rules:




	 	(i) 	
      For the financial year ending June 2016, you will also be
      eligible to participate in a STIP which will provide for an annual cash
      payment of up to 50% of your annual base salary on achievement of the
      gateway measures and conditions contained in the BDO Consulting
      Remuneration Strategy Review adopted by the Board on 12th June
      2015.

	 	 	 
	 	(ii) 	
      For the financial year ending June 2016 you will also be
      eligible to participate in a LTIP which will provide for an annual
      allocation of Restricted Share Units or Options up to a maximum value of
      70% of your annual base salary on achievement of the gateway measures and
      conditions contained in the BDO Consulting Remuneration Strategy Review
      adopted by the Board on 12th June
2015.




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 18







	© 2015 MDC Legal
    	Employment Agreement 


SCHEDULE 2 

	1 	
      DUTIES



Refer to attached Position Description for the role of Managing
Director/Chief Executive Officer Peninsula Energy Limited and Executive Chairman
Peninsula Uranium Ltd. 

SCHEDULE 3 

Approved positions in Other Entities: 

Non-Executive Chairman of Namibian
Copper NL 

Non-Executive Chairman of Indus Energy
Limited 

	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
    Simpson 	 
	 	page 19






Managing Director & CEO / Executive 
Chairman Peninsula
Uranium Ltd 
Position Description 


Position Description 


	POSITION DETAILS	 	  	  
	Reports To (Position Title) 	Board – Peninsula Energy Ltd 	Incumbent 	John (Gus) Simpson 
	Direct Reports (Position Title/s) 	5 as at June 2015 	Position Description Code 	Nil 
	Approved/Date 	June 2015 	Department / Location 	Corporate and Sales & Marketing /
      London 





	       1. JOB PURPOSE 
	
      Responsible the overall management of the Companies
      business, for setting the strategy and direction of the Company and to
      establish processes and methods to monitor progress against strategic
      objectives. In doing so, the incumbent shall seek to enhance shareholder
      value and to provide the basis for the Company to carry out its day to day
      operations in a safe and efficient manner. This role is also the primary
      point of communications between the Company and external stakeholders,
      with a focus on existing shareholders, potential new
      shareholders/investors, investment analysts, media and uranium industry
      commentators.

      The incumbent will also be the Executive Chairman of Peninsula Uranium
      Ltd (PUL), based in London, UK. PUL is the uranium marketing and trading
      arm of Peninsula and is responsible the overall management of the Companies business
and for selling all uranium concentrate produced by the global operations of the
Company. Within this role, the incumbent shall be responsible for establishing
and maintaining relationships with global utilities, and selling uranium
concentrate produced by the Company. Initially the role will encompass the
establishment of the uranium trading function. Once established, the role shall
be responsible for the day to day management of the trading function, including
the identification and (where possible) mitigation of trading risk.

      




	 MDC Legal
	 Level 2, 28 Kings Park Rd, West Perth WA
      6005  
	ph (08) 9288 4000 	           
             | 	mdclegal.com.au	| 	fax (08) 9288 4001









	       2. ORGANISATIONAL
    ENVIRONMENT 
	
      Peninsula is currently developing uranium mining projects
      in the United States (Lance Projects) and South Africa (Karoo Projects)
      and will be commencing first production in 2015.

      The Company is
      transitioning from a development company into a production company during
      2015. As the Company has its primary assets, customer base and corporate
      function in multiple timezones, the leadership team are often required to
      travel and work hours that are outside the normal working day of a typical
      office based working environment. This requires personnel based in the
      London office to be flexible, adaptable and cognizant of the demands on
      time and will require the incumbent to have the ability to prioritise
    tasks and activities. 

	       3. KEY RESPONSIBILTIES
  
	
      Operational Leadership

      Communicate the strategy
      and plans of the Company to direct reports and other internal personnel
Manage day to day activities to provide the Company to achieve with the
      best opportunity to achieve its annual Board approved budget objectives
      and targets (eg, profit and loss, non-financial objectives, etc)

      Ensure that appropriate systems, processes and controls are in place to enable
      the Company to carry out its business safely and in compliance with its
      environmental, financial and legal requirements

      Set objectives for direct
      reports and provide regular feedback on their performance against agreed objectives






	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 21








	
      Strategic and Business Planning
      
In consultation with the Board, set the strategy and
      business plan for the Company

      Proactively seek opportunities to enhance
      shareholder value

      Recommend to the Board an annual budget for approval
      containing both financial and non-financial (eg, production, safety
      performance, etc) objectives and targets
      
Uranium Concentrate Sale and Purchase 

      Primary responsibility
        for establishing and maintaining relationships with global utilities
        

      Develop long term sales plans for selected utilities Proactively identify
        and secure new long term uranium concentrate sale and purchase agreements
        with utilities 

      Negotiate commercial terms for uranium concentrate sale and
        purchase agreements – both for new agreements and variations to existing
        agreements (where required) 

      Represent the Company at industry conferences
        and events in order to build and maintain industry network 

      Development of Trading Business 

      Develop a business plan for
        the establishment of uranium trading activities 

      Establish uranium trading
        activities in accordance with Board approved business plan 

      Proactively
        identify opportunities to increase Company margin on its produced uranium
        concentrate and purchased uranium through uranium trading activities 

      Investor Relations and External Communications 

      Ensure that the Company is compliant with its disclosure obligations on stock
exchanges that it is listed on Provide regular communication to shareholders on the
achievements and direction of the Company 





	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 22








	Represent the Company at major
investor forums to promote investment in the Company
      
Proactively engage fund
        managers and investment analysts in order to increase/maintain the profile of
      the Company as an attractive investment opportunity

	       4.
      FINANCIAL DIMENSION 
	Limits of financial authority: To be determined in
      consultation with the Board. 
	       5.
      DECISION MAKING AUTHORITY 
	Limits of general discretionary authority: To be determined
      with the Board. 




	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 23








	       6. KEY
    RELATIONSHIPS / INTERNAL / EXTERNAL
	
      Internal: 

      Non-Executive Chairman of Peninsula Energy Limited 

      Non-Executive Directors of Peninsula Energy Limited 

      CFO Peninsula Energy Limited 

      CEO Strata Energy Inc (Lance Projects) 

      CEO South Africa (Karoo Projects) 
	
      External: 

      Shareholders (existing & new) 

      Investment analysts 

      Fund managers 

      Nuclear power utilities 

      Uranium concentrate trading companies 

      Suppliers of uranium conversion 

      Uranium fuel cycle analysts, consultancies and industry bodies (eg,
      UxC, TradeTech, 
WNA) 

	       7. MINIMUM
    QUALIFICATION/EXPERIENCE/TRAINING 
	
      Professional degree 

      Post graduate qualifications are preferred but not essential (PhD, MBA,
      Grad Dip.) 

      At least 15 years’ experience in senior / executive management roles
      within the resources industry 

      At least 5 years’ experience in a sales and marketing role 

	       8. TECHNICAL
    KNOWLEDGE 
	
      In-depth knowledge of the nuclear fuel cycle from the supply of natural
      uranium concentrates through to the disposal of depleted nuclear reactor
      fuel 

      Well developed people management skills 

      Advanced commercial and contractual negotiation skills 

      Advanced business development and relationship development skills 

      Advanced presentation and communication skills 

    High level of analytical and observational skills 





	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 24








	       9. BEHAVIORAL
    COMPETENCIES 
	APPROVED BY BOARD:
	
	Name 	Signature 	Date 
	

	

	


	EMPLOYEE ACKNOWLEDGEMENT OF RECIEPT:

	Name 	Signature 	Date 
	


	


	






	Employment Agreement
      – Peninsula Energy Limited (ABN 67 062 409 303) and John (Gus) Andrew
      Simpson 	 
	 	page 25