Notice of Annual General Meeting/Proxy Form
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Released
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IMPACT MINERALS LIMITED
ACN 119 062 261
Notice of Annual General Meeting
The Annual General Meeting of the Company will be held as follows:
Time and date:
2.00pm (WST) on Thursday, 24 November 2022
In-person:
Hall Chadwick WA Audit Pty Ltd, 283 Rokeby Road, Subiaco
Western Australia, 6008
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt
as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company
Secretary by telephone on (08) 6454 6666.
Shareholders are urged to vote by lodging the Proxy Form
IMPACT MINERALS LIMITED
ACN 119 062 261
(Company)
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Shareholders of Impact Minerals Limited (ACN 119
062 261) will be held at Hall Chadwick WA Audit Pty Ltd, 283 Rokeby Road, Subiaco, Western Australia, 6008
at 2.00pm (WST) on Thursday, 24 November 2022 (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting.
The Explanatory Memorandum and the Proxy Form form part of the Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that
the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday,
22 November 2022 at 5.00pm (WST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1
Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year ended
June 2022, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.
Note: there is no requirement for Shareholders to approve the Annual Report.
2
Resolutions
Resolution 1 – Adoption of the Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary
resolution the following:
‘That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the
Explanatory Memorandum.’
Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 – Re-election of Director – Mr Peter Unsworth
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, Peter Unsworth, who retires in accordance with Article 7.2 of the Constitution, Listing Rule 14.5
and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected
as a Director, on the terms and conditions in the Explanatory Memorandum.’
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Resolution 3– Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders
approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the
time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the
terms and conditions in the Explanatory Memorandum.’
Resolution 4 – Approval of Employee Securities Incentive Plan
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, for the purposes of Exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders
approve the employee incentive scheme of the Company known as the “Impact Minerals Limited
Employee Securities Incentive Plan” (Plan) and the issue of Securities under the Plan, on the terms
and conditions in the Explanatory Memorandum.’
Resolution 5 – Approval of Potential Termination Benefits under the Plan
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, for a period commencing on and from the date this Resolution is passed and ending upon the
expiry of all Securities issued or to be issued under the Plan, approval be given for all purposes
including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person
holding a managerial or executive office of the Company or a related body corporate in connection
with that person ceasing to hold such office, on the terms and conditions in the Explanatory
Memorandum.’
Resolution 6 – Approval of Issue of Options to Director - Dr Mike Jones
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 10.11, sections 195(4) and 208 of the
Corporations Act and for all other purposes, Shareholders approve the issue of 25,000,000 Options to
Dr Mike Jones (or his nominee), on the terms and conditions in the Explanatory Memorandum.’
Resolution 7 – Approval of Issue of Options to Director - Mr Peter Unsworth
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 10.11, sections 195(4) and 208 of the
Corporations Act and for all other purposes, Shareholders approve the issue of 12,000,000 Options to
Mr Peter Unsworth (or his nominee), on the terms and conditions in the Explanatory Memorandum.’
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Resolution 8 – Approval of Issue of Options to Director - Mr Paul Ingram
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 10.11, sections 195(4) and 208 of the
Corporations Act and for all other purposes, Shareholders approve the issue of 8,000,000 Options to
Mr Paul Ingram (or his nominee), on the terms and conditions in the Explanatory Memorandum.’
Resolution 9 – Approval of Issue of Options to Director - Dr Frank Bierlein
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 10.11, sections 195(4) and 208 of the
Corporations Act and for all other purposes, Shareholders approve the issue of 8,000,000 Options to
Dr Frank Bierlein (or his nominee), on the terms and conditions in the Explanatory Memorandum.’
Resolution 10 – Ratification of the Prior Issue of 166,666,667 Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 166,666,667 Placement Shares under Listing Rule 7.1A, on the terms and
conditions in the Explanatory Memorandum.’
Resolution 11 – Ratification of the Prior Issue of 500,000 Unlisted Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, the
following:
‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 500,000 Unlisted Options to Viriathus Capital Pty Ltd (or its nominees) under Listing
Rule 7.1 on the terms and conditions in the Explanatory Memorandum.’
Resolution 12 – Ratification of the Prior Issue of 3,000,000 Unlisted Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 3,000,000 Unlisted Options to Fiddler’s Creek Mining Company Pty Ltd (or its
nominees) under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’
Resolution 13 – Ratification of the Prior Issue of 12,800,000 Listed Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 12,800,000 Listed Options to Mahe Capital Pty Ltd (or its nominees) under Listing
Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’
Page 4
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a)
Resolution 3 if at the time of the Meeting, the Company is proposing to make an issue of
Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected
to participate in, or who will obtain a material benefit as a result of, the proposed issue (except
a benefit solely by reason of being a Shareholder), or any of their respective associates;
(b)
Resolution 4 by or on behalf of a person who is eligible to participate in the employee
incentive scheme, or any of their respective associates;
(c)
Resolution 6 by or on behalf of Dr Mike Jones and any other person who will obtain a material
benefit as a result of the issue of the Options (except a benefit solely by reason of being a
Shareholder), or any of their respective associates;
(d)
Resolution 7 by or on behalf of Mr Peter Unsworth and any other person who will obtain a
material benefit as a result of the issue of the Options (except a benefit solely by reason of
being a Shareholder), or any of their respective associates;
(e)
Resolution 8 by or on behalf of Mr Paul Ingram and any other person who will obtain a
material benefit as a result of the issue of the Options (except a benefit solely by reason of
being a Shareholder), or any of their respective associates;
(f)
Resolution 9 by or on behalf of Dr Frank Bierlein and any other person who will obtain a
material benefit as a result of the issue of the Options (except a benefit solely by reason of
being a Shareholder), or any of their respective associates;
(g)
Resolution 10 by or on behalf of a person who participated in the issue of the Placement
Shares, or any of their respective associates;
(h)
Resolution 11 by or on behalf of Viriathus Capital Pty Ltd (or its nominees), or any of their
respective associates;
(i)
Resolution 12 by or on behalf of Fiddler’s Creek Mining Company Pty Ltd (or its nominees), or
any of their respective associates;
(j)
Resolution 13 by or on behalf of Mahe Capital Pty Ltd (or its nominees), or any of their
respective associates.
The above voting exclusion does not apply to a vote cast in favour of the relevant Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a
direction given to the Chair to vote on the Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an associate of a person excluded from voting, on
the Resolution; and
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(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting prohibitions
Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management
Personnel details of whose remuneration are included in the Remuneration Report, or a Closely
Related Party of such a member.
A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from
voting on this Resolution, and:
(a)
the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this
Resolution; or
(b)
the voter is the Chair and the appointment of the Chair as proxy does not specify the way the
proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy
even if this Resolution is connected with the remuneration of a member of the Key
Management Personnel.
Resolution 5: In accordance with section 250BD of the Corporations Act, a person appointed as a
proxy must not vote, on the basis of that appointment, on this Resolution if:
(a)
the proxy is either a member of the Key Management Personnel or a Closely Related Party of
such member; and
(a)
the appointment does not specify the way the proxy is to vote on the Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy even though the
Resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
Further, in accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution must
not be cast by any participants or potential participants in the Plan and their associates, otherwise the
benefit of this Resolution will be lost by such a person in relation to that person’s future retirement.
However, a vote may be cast by such a person if:
(a)
the person is appointed as proxy by writing that specifies the way the proxy is to vote on the
Resolution; and
(b)
it is not cast on behalf of the person or an associate of the person.
Resolution 6, Resolution 7, Resolution 8 and Resolution 9: In accordance with section 250BD of
the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
the proxy is either a member of the Key Management Personnel or a Closely Related Party of
such member; and
Page 6
(b)
the appointment does not specify the way the proxy is to vote on the Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy even though the
Resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
Further, in accordance with section 224 of the Corporations Act, a vote on this Resolution must not be
cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a related party.
However, the above prohibition does not apply if:
(a)
it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on
the Resolution; and
(b)
it is not cast on behalf of a related party of the Company to whom the Resolution would permit
a financial benefit to be given, or an associate of such a related party.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition
statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to
vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote
on the relevant Resolution.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and you may be liable for breaching the voting restrictions that apply
to you under the Corporations Act.
BY ORDER OF THE BOARD
Bernard Crawford
Company Secretary
Impact Minerals Limited
Dated: 18 October 2022
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IMPACT MINERALS LIMITED
ACN 119 062 261
(Company)
Explanatory Memorandum
1.
Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting to be held at Hall Chadwick WA
Audit Pty Ltd, 283 Rokeby Road, Subiaco, Western Australia 6008 on Thursday 24 November
2022 at 2.00pm (WST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety.
The Explanatory Memorandum contains the terms and conditions on which the Resolution will
be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in
deciding how to vote on the Resolution:
Section 2
Action to be taken by Shareholders
Section 3
Annual Report
Section 4
Resolution 1 – Adoption of the Remuneration Report
Section 5
Resolution 2 – Re-election of Director – Mr Peter Unsworth
Section 6
Resolution 3 – Approval of 10% Placement Facility
Section 7
Resolution 4 – Approval of Employee Securities Incentive Plan
Section 8
Resolution 5 – Approval of Potential Termination Benefits under the Plan
Section 9
Resolutions 6 – 9 (inclusive) – Approval of Options to Directors
Section 10
Resolution 10 – Ratification of the Prior Issue of 166,666,667 Shares
Section 11
Resolution 11– Ratification of the Prior Issue of 500,000 Unlisted Options
Section 12
Resolution 12 – Ratification of the Prior Issue of 3,000,000 Unlisted Options
Section 13
Resolution 13 – Ratification of the Prior Issue of 12,800,000 Listed Options
Schedule 1
Definitions
Schedule 2
Summary of Employee Securities Incentive Plan
Schedule 3
Terms and conditions of Director Options
Schedule 4
Valuation of Director Options
Schedule 5
Terms and Conditions of Lead Manager Options
Schedule 6
Terms and Conditions of Consideration Options
Schedule 7
Terms and Conditions of Underwriter Options
Page 8
A Proxy Form is located at the end of the Explanatory Memorandum.
2.
Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before
deciding how to vote on the Resolution.
2.1
Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2
Voting by proxy
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to
appoint a representative (a ‘proxy’) to vote in their place. All Shareholders are invited and
encouraged to attend the Meeting or, if they are unable to attend in person, sign and return
the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a
Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in
person.
Please note that:
(a)
a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(b)
a proxy need not be a member of the Company; and
(c)
a member of the Company entitled to cast two or more votes may appoint two proxies
and may specify the proportion or number of votes each proxy is appointed to
exercise, but where the proportion or number is not specified, each proxy may
exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify
the way the proxy is to vote on a particular resolution and, if it does:
(a)
the proxy need not vote on a show of hands, but if the proxy does so, the proxy must
vote that way (i.e. as directed);
(b)
if the proxy has 2 or more appointments that specify different ways to vote on the
resolution – the proxy must not vote on a show of hands;
(c)
if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy
must vote on a poll, and must vote that way (i.e. as directed); and
(d)
if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does
so, the proxy must vote that way (i.e. as directed).
(e)
Section 250BC of the Corporations Act provides that, if:
(i)
an appointment of a proxy specifies the way the proxy is to vote on a
particular resolution at a meeting of the Company’s members;
Page 9
(ii)
the appointed proxy is not the Chair of the meeting;
(iii)
at the meeting, a poll is duly demanded, or is otherwise required under
section 250JA on the resolution; and
(iv)
either the proxy is not recorded as attending the meeting or the proxy does
not vote on the resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been
appointed as the proxy for the purposes of voting on the resolution at the meeting.
2.3
Chair’s voting intentions
If the Chair is your proxy, either by appointment or by default, and you have not indicated your
voting intention, you expressly authorise the Chair to exercise the proxy in respect of
Resolution 1, and Resolution 5 to Resolution 9 (inclusive) even though these Resolutions are
connected directly or indirectly with the remuneration of the Company’s Key Management
Personnel.
Subject to the following paragraph, the Chair intends to exercise all available proxies in favour
of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.
If the Chair is a person referred to in the voting prohibition statement applicable to a
Resolution (under section 224 of the Corporations Act), the Chair will only be able to cast a
vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified
your voting intention in the Proxy Form.
2.4
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions
must be submitted by emailing the Company Secretary at bernardc@impactminerals.com.au
by Thursday, 17 November 2022 at 2.00pm (WST)].
Shareholders will also have the opportunity to submit questions during the Meeting in respect
to the formal items of business. In order to ask a question during the Meeting, please follow
the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request
prior to a Shareholder asking a question that they identify themselves (including the entity
name of their shareholding and the number of Shares they hold).
3.
Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered the
opportunity to discuss the Annual Report, including the Financial Report, the Directors’ Report
and the Auditor’s Report for the financial year ended 30 June 2022.
There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(a)
discuss the Annual Report which is available online at
https://www.impactminerals.com.au/site/investor-centre/annual-reports;
(b)
ask questions about, or comment on, the management of the Company; and
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(c)
ask the auditor questions about the conduct of the audit and the preparation and
content of the Auditor’s Report.
In addition to taking questions at the Meeting, written questions to the Chair about the
management of the Company, or to the Company’s auditor about:
(a)
the preparation and content of the Auditor’s Report;
(b)
the conduct of the audit;
(c)
accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
(d)
the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than five business days before the Meeting to the Company
Secretary at the Company’s registered office.
The Company will not provide a hard copy of the Company’s Annual Report to Shareholders
unless specifically requested to do so.
4.
Resolution 1 – Adoption of the Remuneration Report
4.1
General
In accordance with section 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to the vote of Shareholders. The Directors’ Report for the year ended
30 June 2022 in the 2022 Annual Report contains the Remuneration Report which sets out the
remuneration policy for the Company and the remuneration arrangements in place for the
executive Directors, specified executives and non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and
does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to
alter any of the arrangements in the Remuneration Report.
If the Company’s Remuneration Report receives a ‘no’ vote of 25% or more (Strike) at two
consecutive annual general meetings, Shareholders will have the opportunity to remove the
whole Board, except the managing director (if any).
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual
general meetings, the Company will be required to put to Shareholders at the second annual
general meeting a resolution on whether another meeting should be held (within 90 days) at
which all Directors (other than the managing director, if any) who were in office at the date of
approval of the applicable Directors’ Report must stand for re-election.
The Company’s Remuneration Report did not receive a Strike at the 2021 annual general
meeting held on 30 November 2021. If the Remuneration Report receives a Strike at this
Meeting, Shareholders should be aware that if a second Strike is received at the 2023 annual
general meeting, this may result in the re-election of the Board.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or
make comments on the Remuneration Report.
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4.2
Additional information
Resolution 1 is an ordinary resolution.
Given the personal interests of all Directors in the outcome of this Resolution, the Board
declines to make a recommendation to Shareholders regarding this Resolution.
5.
Resolution 2 – Re-election of Director – Mr Peter Unsworth
5.1
General
Article 7.2 of the Constitution and Listing Rule 14.5 both provide that there must be an election
of Directors at each annual general meeting of the Company. The requirement to seek reelection does not apply to the Managing Director.
Mr Peter Unsworth, Non-Executive Chairman, was last elected at the annual general meeting
held on 26 November 2020. Of the Directors (excluding the Managing Director), Mr Unsworth
has held office the longest since his last election.
Mr Peter Unsworth therefore retires at this Meeting and, being eligible, seeks re-election
pursuant to Resolution 1.
5.2
Mr Peter Unsworth
Mr Peter Unsworth, formerly a Chartered Accountant, has more than 40 years’ experience in
the corporate finance, investment, and securities industries and has a wealth of management
experience with both public and private companies. A former Executive Director with a leading
Western Australian stockbroking company, Mr Unsworth has been a Director of a number of
public exploration and mining companies. He is a former Director and Chairman of the
Western Australian Government owned Gold Corporation (operator of The Perth Mint).
Mr Peter Unsworth does not currently hold any other material directorships, other than as
disclosed in this Notice.
The Company confirms that it took appropriate checks into Mr Peter Unsworth’s background
and experience and that these checks did not identify any information of concern.
If elected, Mr Peter Unsworth is considered by the Board (with Mr Peter Unsworth abstaining)
to be an independent Director. Mr Peter Unsworth is not considered by the Board to hold any
interest, position or relationship that might influence, or reasonably be perceived to influence,
in a material respect his capacity to bring an independent judgement to bear on issues before
the Board and to act in the best interests of the entity as a whole rather than in the interests of
an individual security holder or other party.
Mr Peter Unsworth has acknowledged to the Company that he will have sufficient time to fulfil
his responsibilities as a Director.
5.3
Board recommendation
The Board (other than Mr Peter Unsworth who has a personal interest in the outcome of this
Resolution) supports the election of Mr Peter Unsworth for the following reasons:
(a)
Mr Peter Unsworth’s skills and significant experience in the corporate finance,
investment, and securities industries and his wealth of management experience with
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both public and private companies are important additions to the Board’s existing
skills and experience; and
(b)
5.4
Mr Peter Unsworth’s wide-ranging board experience across a number of public
exploration and mining companies will be invaluable to the Board during the next
stage of the Company’s development.
Additional information
Resolution 2 is an ordinary resolution.
The Board (other than Peter Unsworth who has a personal interest in the outcome of this
Resolution) recommends that Shareholders vote in favour of this Resolution.
6.
Resolution 3 – Approval of 10% Placement Facility
6.1
General
Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued
share capital through placements over a 12-month period after the annual general meeting
(10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15%
annual placement capacity under Listing Rule 7.1.
Resolution 3 seeks Shareholder approval to provide the Company with the ability to issue
Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to
Section 6.2(f) below). The number of Equity Securities to be issued under the 10% Placement
Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2
(refer to Section 6.2(c) below).
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the
combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 3 is not passed, the Company will not be able to access the additional 10%
capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule
7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder
approval in Listing Rule 7.1.
6.2
Listing Rule 7.1A
(a)
Is the Company an eligible entity?
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included
in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.
The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and
has a market capitalisation of approximately $17.4 million
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