Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
HASTINGS TECHNOLOGY METALS LIMITED (FORMERLY HASTINGS RARE
METALS LIMITED)
ACN 122 911 399
NOTICE OF ANNUAL GENERAL MEETING
TIME:
10.30 am
DATE:
27 November 2015
PLACE:
Boardroom of HLB Mann Judd Level 19, 207 Kent Street, Sydney NSW 2000
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to
how they should vote, they should seek advice from their professional advisers prior to
voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to
contact the Company Secretary on (+61 2) 8268 8689.
CONTENTS PAGE
Business of the Meeting (setting out the proposed resolutions)
3
Voting Exclusions
6
Explanatory Statement (explaining the proposed resolutions)
8
Glossary
22
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is given that the annual general meeting of the Shareholders to which this Notice
of Meeting relates will be held at 10.30am on 27 November 2015 at:
Boardroom of HLB Mann Judd, Level 19, 207 Kent Street, Sydney NSW 2000
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is
important.
VOTING ELIGIBILITY
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are
those who are registered Shareholders at 7pm on 25 November 2015.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting at the time, date and place set out
above.
VOTING BY PROXY
1.
A Shareholder can attend and vote at the Meeting and is entitled to appoint not more
than 2 proxies. The appointment of one or more proxies will not preclude a Shareholder
from attending and voting at the Meeting.
2.
A proxy need not be a shareholder of Hastings.
3.
A proxy may be either an individual or a body corporate. If you wish to appoint a body
corporate as your proxy, you must specify on the proxy form:
4.
2
the full name of the body corporate appointed as proxy; and
the full name or title of the individual representative of the body corporate at the
meeting.
Where 2 proxies are appointed, each proxy may be appointed to represent a
specified proportion or number of the voting rights of the Shareholder and neither
proxy is entitled to vote on a show of hands if more than one proxy attends. If you wish
to appoint 2 proxies, ensure you complete the relevant section on the proxy form.
5.
If your proxy chooses to vote, he/she must vote in accordance with your directions. If
you have directed your proxy to vote, and they fail to attend the meeting or they
choose not to vote on a poll, then the Chairman of the meeting will vote your proxies
as directed by you.
6.
If you do not mark a box, your proxy may vote as they choose on that item. However,
if you intend to appoint a member of the Key Management Personnel as your proxy,
please ensure that you direct them how to vote on resolutions 1, 5 and 6.
7.
If the Chairman of the meeting is your proxy (or he becomes your proxy by default),
you will be taken to have expressly authorised him to exercise your proxy in relation to
resolution 1 (Adoption of the Remuneration Report) and Resolutions 5 and 6 (Issue of
Shares to Directors) even though the Chairman is, and those items are, connected
directly or indirectly with the remuneration of a director or member of the key
management personnel of the Hastings Group. Shareholders will be informed of the
proxy position and the manner in which the Chairman intends to vote undirected
proxies at the meeting.
8.
Completed proxy forms (together with any authority under which the proxy was signed
or a certified copy of the authority) must be returned before 7pm on 25 November
2015 in one of the following 3 ways:
By mail to :
By facsimile:
By email:
Hastings Technology Metals Limited
PO Box Q128, Queen Victoria Building NSW 1230
to the Company on + 61 2 8268 8699
info@hastingstechmetals.com
At the meeting, the Chairman will allow a reasonable opportunity for shareholders to ask
questions about, or make comments on, the management of the Company and on the
Remuneration Report. Shareholders will also be given a reasonable opportunity at the
meeting to ask the Company’s auditor, HLB Mann Judd, questions about the content of
its report, and the conduct of its audit of the Company, for the year.
By order of the Board
Guy Robertson
Company Secretary
Hastings Technology Metals Limited
24 October 2015
3
BUSINESS OF THE MEETING
AGENDA
ORDINARY BUSINESS
1.
Financial Statements and Reports
To receive and consider the annual financial report of the Company for the financial year
ended 30 June 2015 together with the declaration of the Directors, the Directors’ report,
the remuneration report and the auditor’s report.
2.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as a non-binding resolution:
“That, for the purpose of Section 250R(2) of the Corporations Act and for all
other purposes, approval is given for the adoption of the Remuneration
Report as contained in the Company’s annual financial report for the
financial year ended 30 June 2015.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the
Company.
3.
RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR MALCOLM MASON
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 13.2 of the Constitution and for all other
purposes, Mr Malcolm Mason, retires by rotation, and being eligible, is reelected as a Director.”
4.
RESOLUTION 3 – APPROVAL TO ISSUE 100,000,000 SHARES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval
is given for the Company to allot and issue, within three months of the date
of this resolution, up to 100,000,000 Securities to the persons, for the purposes
and on the terms and conditions set out in the Explanatory Memorandum."
5.
RESOLUTION 4 – APPROVAL TO ISSUE 20,000,000 OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval
is given for the Company to allot and issue, within three months of the date
of this resolution, up to 20,000,000 Options to the persons, for the purposes
and on the terms and conditions set out in the Explanatory Memorandum."
4
6.
RESOLUTION 5 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR’S FEES – MR
CHARLES LEW
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That, for the purposes of ASX Listing Rule 10.11 and all other purposes,
approval is given for the Company to allot and issue 227,272 shares to Mr
Charles Lew (or his nominee) who is a Director of the Company on the terms
and conditions set out in the Explanatory Memorandum."
7.
RESOLUTION 6 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR’S FEES – MR
MALCOLM MASON
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That, for the purposes of ASX Listing Rule 10.11 and all other purposes,
approval is given for the Company to allot and issue 129,870 shares to Mr
Malcolm Mason (or his nominee) who is a Director of the Company on the
terms and conditions set out in the Explanatory Memorandum."
SPECIAL BUSINESS
8.
RESOLUTION 7 – APPROVAL OF PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following resolution as a Special
Resolution:
"That, for the purposes of ASX Listing Rule 7.1A and all other purposes, approval is
given for the Company to allot and issue Equity Securities up to 10% of the
Company’s issued share capital (at the time of the issue) calculated in
accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms
and conditions set out in the Explanatory Statement."
DATED: 24 OCTOBER 2015
BY ORDER OF THE BOARD
GUY ROBERTSON
COMPANY SECRETARY
5
VOTING EXCLUSION STATEMENTS
Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the Resolutions
by the following persons:
RESOLUTION
PERSONS EXCLUDED FROM VOTING
1. Remuneration Report
A member of the key management personnel
(KMP), details of whose remuneration are
included in the Remuneration Report for the
year ended 30 June 2015; or
A closely related party of a KMP¹
3. Approval to issue 100,000,000
Any person who
shares
proposed issue;
may
participate
in
the
Any person who might obtain a benefit (other
than a benefit solely in the capacity of a holder
of ordinary shares) if the resolution is passed; and
Any of their respective associates.
4. Approval to issue
options
20,000,000
Any person who
proposed issue;
may
participate
in
the
Any person who might obtain a benefit (other
than a benefit solely in the capacity of a holder
of ordinary shares) if the resolution is passed; and
5. Approval to Issue Shares Mr
Charles Lew
6. Approval to Issue Shares Mr
Malcolm Mason
7. Approval of Placement
Capacity
Any of their respective associates.
Mr Charles Lew
Any of his associates.
Mr Malcolm Mason
Any of his associates.
Any person who
proposed issue;
may
participate
in
the
Any person who might obtain a benefit (other
than a benefit solely in the capacity of a holder
of ordinary shares) if the resolution is passed; and
Any of their respective associates.
6
However, the Company need not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with
the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to
vote, in accordance with a direction on the proxy form to vote as the proxy decides.
¹A closely related party of a member of the key management personnel means any of the
following:
a spouse, child or dependent of the member;
a child or dependent of the member's spouse;
anyone else who is one of the member's family and may be expected to influence,
or be influenced by, the member in the member's dealings with the Company;
a company the member controls; or
a person prescribed by regulations (as at the date of this notice of meeting, no
additional persons have been prescribed by regulation).
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors
believe to be material to Shareholders in deciding whether or not to pass the Resolutions
which are the subject of the business of the Meeting.
1.
FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Meeting will include
receipt and consideration of the annual financial report of the Company for the
financial year ended 30 June 2015 together with the declaration of the directors,
the directors’ report, the remuneration report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial
report to Shareholders unless specifically requested to do so. The Company’s
annual
financial
report
is
available
on
its
website
at
www.hastingstechmetals.com.
2.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1
General
The Corporations Act requires that at a listed company’s annual general meeting,
a resolution that the remuneration report be adopted must be put to the
shareholders. However, such a resolution is advisory only and does not bind the
Directors or the Company.
If at least 25% of the votes cast on Resolution 1 are voted against adoption of the
Remuneration Report at the Annual General Meeting, and then again at the
Company's 2016 annual general meeting, the Company will be required to put to
Shareholders a resolution proposing the calling of an extraordinary general
meeting to consider the appointment of directors of the Company (Spill
Resolution).
If more than 50% of Shareholders vote in favour of the Spill Resolution, the
Company must convene the extraordinary general meeting (Spill Meeting) within
90 days of the Company's 2016 annual general meeting. All of the Directors who
were in office when the Company's 2016 Directors' report was approved, other
than the managing director of the Company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for re-election at
the Spill Meeting. Following the Spill Meeting those persons whose election or reelection as Directors is approved will be the Directors of the Company.
The remuneration report sets out the Company’s remuneration arrangements for
the Directors and senior management of the Company. The remuneration report
is part of the Directors’ report contained in the annual financial report of the
Company for the financial year ending 30 June 2015.
A reasonable opportunity will be provided for discussion of the remuneration
report at the Annual General Meeting.
8
2.2
Proxy Restrictions
Pursuant to the Corporations Act, if you elect to appoint the Chair, or another
member of Key Management Personnel whose remuneration details are included
in the Remuneration Report or any Closely Related Party of that member as your
proxy to vote on this Resolution 1, you must direct the proxy how they are to vote.
Where you do not direct the Chair, or another member of Key Management
Personnel whose remuneration details are included in the Remuneration Report
or Closely Related Party of that member on how to vote on this Resolution 1, the
proxy is prevented by the Corporations Act from exercising your vote and your
vote will not be counted in relation to this Resolution 1.
2.3
Directors’ Recommendation
Noting that each Director has a personal interest in their own remuneration from
the Company as set out in the Remuneration Report, the Board recommends that
Shareholders vote in favour of this resolution.
3.
RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR MALCOLM MASON
3.1
General
Clause 13.2 of the Constitution requires that at the Company's annual general
meeting in every year, one-third of the Directors for the time being, or, if their
number is not a multiple of 3, then the number nearest one-third (rounded
upwards in case of doubt), shall retire from office, provided always that no
Director (except a Managing Director) shall hold office for a period in excess of 3
years, or until the third annual general meeting following his or her appointment,
whichever is the longer, without submitting himself or herself for re-election.
The Directors to retire at an annual general meeting are those who have been
longest in office since their last election, but, as between persons who became
Directors on the same day, those to retire shall (unless they otherwise agree
among themselves) be determined by drawing lots.
A Director who retires by rotation under clause 13.2 of the Constitution is eligible
for re-election.
The Company currently has 3 Directors one of which must retire.
Mr Malcolm Mason, the Director longest in office since his last election, retires by
rotation and seeks re-election.
A brief profile of Mr Malcolm Mason is set out in the Annual Report.
3.2
Directors’ Recommendation
The Board (other than Mr Malcolm Mason) recommends that Shareholders vote
in favour of this resolution.
______________________________________________________________________________________
9
4.0
RESOLUTION 3 - APPROVAL TO ISSUE 100,000,000 SHARES
4.1
Background
Under Resolution 3, the Company seeks Shareholder approval to issue and allot up
to 100,000,000 Shares for capital raising purposes.
4.2
ASX Listing Rule Requirements
ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue
equity securities in any 12 month period which, when aggregated with the equity
securities issued by a company during the previous 12 months, will exceed 15% of
the total number of fully paid ordinary shares on issue in the company at the
beginning of the 12 month period, except with the prior approval of Shareholders.
Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of
up to 100,000,000 Shares. The effect of such approval is that any such Securities will
not be counted as reducing the number of equity securities which the Company
can issue without Shareholder approval under the limit imposed by ASX Listing Rule
7.1.
4.3
ASX Listing Rule Disclosure Requirements
The following information is provided in accordance with ASX Listing Rule 7.3:
(a)
The maximum number of equity securities the entity is to issue
The maximum number of Shares to be issued is 100,000,000. The Directors
will have the discretion to issue Shares to any person they deem
appropriate up to a maximum of 100,000,000 Shares in total.
(b)
The date by which the entity will issue the equity securities
The Shares will be issued no later than three months after the date of the
Meeting, or such later date as may be approved by ASX.
(c)
The issue price of the equity securities
The Shares will be issued at a price that is at least 80% of the volume
weighted average market price for Shares, where the average is
calculated, in accordance with ASX Listing Rule 7.3.3, over the last five
days on which sales in Shares were recorded before the day on which
the issue was made or, if there was a prospectus, or offer information
statement relating to the issue, over the last 5 days on which sales in the
Shares were recorded before the date the prospectus, or offer
information statement is signed.
(d)
The names of the allottees (if known) or the basis upon which the
allottees will be identified or selected
The names of the allottees of the Shares are currently unknown and will
be chosen at the discretion of the Directors, but will not be related parties
or their Associates. They will be identified on the basis of the Directors’
view of their ability to participate in the proposed placement and any
added value they are able to bring to the Company.
10
(e)
The terms of the equity securities
The Shares will rank equally in all respects with the Company's current
issued Shares.
(f)
The intended use of the funds raised
The funds to be raised by the Company are intended to be used for the
following purposes:
(i)
(ii)
(iii)
(g)
exploration expenditure in relation to the Company’s existing
projects;
commencement of a bankable-feasibility study for the
Yangibana project; and
general working capital requirements of the Company.
The dates of allotment or a statement that allotment will occur
progressively
The Shares will be allotted progressively.
4.4
Directors' Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 3, as the
placement will provide the Company with necessary funds to enable it to continue
with its exploration program, to achieve objectives previously announced, and
additional funding to meet the Company’s working capital requirements.
______________________________________________________________________________
5.0
RESOLUTION 4 – APPROVAL TO ISSUE UP TO 20,000,000 OPTIONS TO INVESTORS,
ADVISORS AND/OR CONSULTANTS
5.1
Background
Under Resolution 4, the Company seeks Shareholder approval under ASX Listing
Rule 7.1 to issue a total of up to 20,000,000 Options to investors, advisors and/or
consultants to the Company or to their respective nominees.
5.2
ASX Listing Rule Requirements
ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject
to specified exceptions, issue equity securities in any 12 month period which, when
aggregated with the equity securities issued by a company during the previous 12
months, will exceed 15% of the total number of fully paid ordinary shares on issue in
the company at the beginning of the 12 month period, except with the prior
approval of Shareholders.
Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of a
total of up to 20,000,000 Options described above. The effect of such approval is
that any such Options will be not be counted as reducing the number of equity
securities which the Company can issue without Shareholder approval under the
limit imposed by ASX Listing Rule 7.1.
11
5.3
ASX Listing Rule Disclosure Requirements
The following information is provided in accordance with ASX Listing Rule 7.3:
(a)
The maximum number of securities the entity is to issue
The maximum number of securities to be issued is 20,000,000 Options. The
maximum number of Shares to be issued if the 20,000,000 Options all
become exerciseable and are exercised is 20,000,000.
(b)
The date by which the entity will issue the equity securities
The Options will be issued no later than three months after the date of the
Meeting, or such later date as may be approved by ASX.
(c)
The issue price of the securities
Consideration will be paid by the parties concerned for the grant of their
Options will be $0.0001 per Option, payable in cash. The options will not
be issued to related parties of the Company, or their Associates.
(d)
The names of the allottees (if known) or the basis upon which the
allottees will be identified or selected
The allottees of the Options will be advisors and/or consultants engaged
by the Company to assist in the capital raising for the Company and
ongoing investor relations and marketing support.
The Options will be granted as an incentive to them to assist the Company
in taking its business forward and in consideration of the services provided
by them to the Company in the activities outlined above.
(e)
The terms of the securities
The Options will have an exercise price of $0.12 and will expire on 30
November 2018. The Options will be issued on the terms and conditions
set out in Schedule 1.
(f)
The intended use of the funds raised
The $2,000 raised on grant of the options will be used for working capital
purposes.
If all of the Options become exercisable and are exercised at a price of
12 cents per Option, $2,400,000 of additional funding will be raised for the
Company which will be used for exploration and working capital
purposes.
(g)
The dates of allotment or a statement that allotment will occur
progressively
The Options will be allotted progressively.
(h)
Voting Exclusion
A voting exclusion statement forms part of this Notice.
12
5.4
Directors' Recommendation
The Board recommends that Shareholders vote in favour of Resolution 4 as the
issue of the proposed Options will form part of the remuneration of, and
accordingly, act as an incentive to the advisors/consultants in their work for the
Company.
_______________________________________________________________________________
6.0 RESOLUTION 5 – ISSUE OF SHARES IN LIEU OF DIRECTOR’S FEES – MR CHARLES LEW
6.1 Background
Under Resolution 5, the Company seeks Shareholder approval under ASX Listing
Rule 10.11 for the issue of Shares to Mr Charles Lew (and/or their nominees), who is
a Director.
Mr Lew, an executive Director, has agreed to receive 227,272 Shares at a deemed
price of $0.077 in lieu of a cash payment ($17,500) of a portion of his annual
remuneration for the six months to 31 December 2014.
This will allow Hastings to apply the funds which would have been applied to each
Director’s remuneration to its development program and demonstrates each
Director’s confidence in and commitment to Hastings.
The purpose of Resolution 5 is to seek approval of the issue of 227,272 Shares to Mr
Lew in lieu of remuneration as outlined above.
6.2 ASX Listing Rule Requirements
Unless one of the exceptions under ASX Listing Rule 10.12 applies, ASX Listing Rule
10.11 requires a listed company to obtain shareholder approval prior to the issue
of securities, such as the Shares proposed to be issued under Resolution 5, to a
related party of the Company. If approval is given under ASX Listing Rule 10.11,
approval is not required under ASX Listing Rule 7.1.
The Company requires shareholder approval to issue the Shares to Mr Lew as, for
the purposes of ASX Listing Rule 10.11, the Director is a related party of the
Company.
If Shareholder approval is obtained under Resolution 5, the Shares referred to in
Resolution 5 will not be counted as reducing the number of equity securities which
the Company can issue without Shareholder approval under the limit imposed by
ASX Listing Rule 7.1.
6.3
ASX Listing Rule Disclosure Requirements
The following information is provided to members for the purpose of Listing Rule
10.13:
(a)
The name of the person to whom the securities will be issued
The Shares will be granted to Mr Lew, who is a Director of the Company,
or his nominee.
(b)
The maximum number of securities to be issued
The maximum number of Shares to be issued is 227,272 Shares to Mr Lew
and/or his nominee.
13
(c)
The date by which the entity will issue the securities
Subject to Shareholder approval, the Shares will be allotted and issued no
later than one month after the date of the Meeting, or such later date as
may be approved by the ASX.
(d)
The issue price of the securities
The price at which the Shares will be issued will be at a deemed price of
$0.077 per Share.
(e)
The names of the allottees (if known) or the basis upon which the
allottees will be identified or selected
The allottee will be Mr Lew and/or his nominee.
(f)
The terms of the securities
The Shares will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company’s existing Shares.
(g)
The intended use of the funds raised
No funds will be raised in this issue. The issue is in part payment of
remuneration owing to Mr Lew as outlined above.
(h)
Voting Exclusion
A voting exclusion statement forms part of this Notice.
6.4
Directors’ Recommendation
The Directors, excluding Mr Lew, recommend that Shareholders vote in favour of
Resolution 5. Mr Lew abstains from making a recommendation to Shareholders in
respect of Resolution 5 as he is personally interested in the outcome of Resolution
5 in that he (or his nominee(s)) is the proposed recipient of the Shares.
7.0 RESOLUTION 6 – ISSUE OF SHARES IN LIEU OF DIRECTOR’S FEES – MR MALCOLM MASON
7.1 Background
Under Resolution 6, the Company seeks Shareholder approval under ASX Listing
Rule 10.11 for the issue of Shares to Mr Malcolm Mason (and/or their nominees),
who is a Director.
Mr Mason, a Non-executive Director, has agreed to receive 129,870 Shares at a
deemed price of $0.077 in lieu of a cash payment ($10,000) of a portion of his
annual remuneration for the three months to 30 September 2015.
This will allow Hastings to apply the funds which would have been applied to each
Director’s remuneration to its development program and demonstrates each
Director’s confidence in and commitment to Hastings.
The purpose of Resolution 6 is to seek approval of the issue of 129,870 Shares to Mr
Mason in lieu of remuneration as outlined above.
7.2 ASX Listing Rule Requirements
Unless one of the exceptions under ASX Listing Rule 10.12 applies, ASX Listing Rule
10.11 requires a listed company to obtain shareholder approval prior to the issue
of securities, such as the Shares proposed to be issued under Resolution 5, to a
related party of the Company. If approval is given under ASX Listing Rule 10.11,
approval is not required under ASX Listing Rule 7.1.
14
The Company requires shareholder approval to issue the Shares to Mr Mason as,
for the purposes of ASX Listing Rule 10.11, the Director is a related party of the
Company.
If Shareholder approval is obtained under Resolution 6, the Shares referred to in
Resolution 6 will not be counted as reducing the number of equity securities which
the Company can issue without Shareholder approval under the limit imposed by
ASX Listing Rule 7.1.
7.3
ASX Listing Rule Disclosure Requirements
The following information is provided to members for the purpose of Listing Rule
10.13:
(i)
The name of the person to whom the securities will be issued
The Shares will be granted to Mr Lew, who is a Director of the Company,
or his nominee.
(j)
The maximum number of securities to be issued
The maximum number of Shares to be issued is 129,870 Shares to Mr Lew
and/or his nominee.
(k)
The date by which the entity will issue the securities
Subject to Shareholder approval, the Shares will be allotted and issued no
later than one month after the date of the Meeting, or such later date as
may be approved by the ASX.
(l)
The issue price of the securities
The price at which the Shares will be issued will be at a deemed price of
$0.077 per Share.
(m)
The names of the allottees (if known) or the basis upon which the
allottees will be identified or selected
The allottee will be Mr Mason and/or his nominee.
(n)
The terms of the securities
The Shares will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company’s existing Shares.
(o)
The intended use of the funds raised
No funds will be raised in this issue. The issue is in part payment of
remuneration owing to Mr Mason as outlined above.
(p)
Voting Exclusion
A voting exclusion statement forms part of this Notice.
7.4
Directors’ Recommendation
The Directors, excluding Mr Mason, recommend that Shareholders vote in favour
of Resolution 6. Mr Mason abstains from making a recommendation to
Shareholders in respect of Resolution 6 as he is personally interested in the outcome
of Resolution 6 in that he (or his nominee(s)) is the proposed recipient of the Shares.
15
________________________________________________________________________________
8.0
RESOLUTION 7 – APPROVAL OF 10% PLACEMENT CAPACITY
8.1
Background
ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities (as that term
is defined in the ASX Listing Rules) up to 10% of their issued
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