Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
18 May 2022
Dear Shareholder
Tempest Minerals Limited – Notice of Meeting and Proxy Form
Tempest Minerals Limited A.C.N 612 008 358 (Company) advises that a General Meeting (Meeting)
of the Company will be held in person at the offices of HopgoodGanim, Level 27, Allendale Square, 77
St Georges Tce, Perth, WA 6000 on 21 June 2022 at 10.00am (Perth time).
In accordance with Section 110D of the Corporations Act, the Company will not be sending hard copies of
the Notice of General Meeting and Explanatory Memorandum to Shareholders. Instead, Shareholders
can view and download the Notice of General Meeting and accompanying Explanatory Memorandum
on the Company’s website at www.tempestminerals.com or from the ASX website at
https://www2.asx.com.au/markets/company/tem
If you have nominated an email address and have elected to receive electronic communications from the
Company, you will receive an email to your nominated email address with a link to an electronic copy of
the notice of Meeting. If you have not elected to receive electronic communications from the Company, a
copy of your personalised proxy form together with this letter will be posted to you.
The Company strongly encourages Shareholders to lodge a directed proxy form online or otherwise in
accordance with the instructions set out in the proxy form prior to the Meeting and register their attendance
prior to the Meeting if they intend to attend. Shareholders who wish to attend the Meeting in person can
contact the Company Secretary, Paul Jurman (email: info@tempestminerals.com) by no later than
10.00am WST on 19 June 2022. This will greatly assist the Company to manage any amendments
required to the meeting format as a result of any changes to government restrictions which may apply at
the time of the Meeting. The Company will endeavour to adopt a format that will best ensure that all
Shareholders who wish to attend are able to participate.
Each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in
attendance at the Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form
attached to this letter, in accordance with the instructions set out on that form, by no later than 10.00am
(Perth time) on 19 June 2022. The outcome of the resolutions, including details of votes received by poll,
will be released to the Company’s ASX announcements platform following conclusion of the meeting.
In order to receive electronic communications from the Company in the future, please update your
Shareholder details online at www.automic.com.au and log in with your unique shareholder identification
number and postcode (or country for overseas residents), where you can find your personalised proxy
form. Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab.
If you are unable to access any of the Meeting documents online, please contact the Company Secretary,
Paul Jurman, on +618 9200 0435 or via email at info@tempestminerals.com.
In the event that it is necessary or appropriate for the Company to make alternative arrangements for the
Meeting, information will be lodged with the ASX at www.asx.com.au (ASX: TEM) and the Company’s
website at www.tempestminerals.com.
By order of the board
Mr Paul Jurman
Company Secretary
TEMPEST MINERALS LTD ACN 612 008 358
Level 2, Suite 9, 389 Oxford Street, Mt Hawthorn, WA 6016 | Phone: +61 8 9200 0435
Email: info@tempestminerals.com www.tempestminerals.com ASX: TEM
Tempest Minerals Limited ACN 612 008 358
Notice of Extraordinary General Meeting and Explanatory
Memorandum
Date of Meeting:
Tuesday, 21 June 2022
Time of Meeting:
10:00am (Perth time)
Place of Meeting:
Level 27, Allendale Square, 77 St Georges Tce, Perth, WA
6000
This is an important document. Please read it carefully.
If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in
accordance with the instructions set out on that form.
2214112 - 24799067v1
Notice of Extraordinary General Meeting
Notice is given that the Extraordinary General Meeting of Shareholders of Tempest Minerals Limited
ACN 612 008 358 (Company) will be held at Level 27, Allendale Square, 77 St Georges Tce, Perth,
WA 6000 on Tuesday, 21 June 2022 commencing at 10:00am (Perth time).
Terms used in this Notice of Meeting are defined in section 5 (Interpretation) of the accompanying
Explanatory Memorandum.
Agenda
Ordinary business
1.
Resolution 1: Ratification of prior issue of 59,400,000 Placement Shares
To consider and, if thought fit, pass the following Ordinary Resolution, with or without
amendment:
“That for the purposes of Listing Rule 7.4 and all other purposes, the Shareholders approve and
ratify the issue of 59,400,000 Shares in the Company at an issue price of $0.085 per share
(Placement Shares) to unrelated professional, sophisticated or other investors that fall within
one or more of the classes of exemptions specified in section 708 of the Corporations
Act (Placement Participants) on the terms and conditions set out in the Explanatory
Memorandum.”
Voting exclusion statement pursuant to Listing Rule 7.5
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
the Placement Participants and any of their associates.
However, this does not apply to a vote cast in favour of this Resolution by:
2.
•
a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
•
the chair of the meeting as proxy or attorney for a person who is entitled to vote on
the Resolution, in accordance with a direction given to the chair to vote on the
Resolution as the chair decides; or
•
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
-
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 this Resolution; and
-
the holder votes on this Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
Resolution 2: Ratification of prior issue of 39,900,000 Placement Shares
To consider and, if thought fit, pass the following Ordinary Resolution, with or without
amendment:
“That for the purposes of Listing Rule 7.4 and all other purposes, the Shareholders approve and
ratify the issue of 39,900,000 Shares in the Company at an issue price of $0.085 per share
(Placement Shares) to unrelated professional, sophisticated or other investors that fall within
one or more of the classes of exemptions specified in section 708 of the Corporations
Act (Placement Participants) on the terms and conditions set out in the Explanatory
Memorandum.”
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Notice of Extraordinary General Meeting
Voting exclusion statement pursuant to Listing Rule 7.5
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
the Placement Participants and any of their associates.
However, this does not apply to a vote cast in favour of this Resolution by:
3.
•
a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
•
the chair of the meeting as proxy or attorney for a person who is entitled to vote on
the Resolution, in accordance with a direction given to the chair to vote on the
Resolution as the chair decides; or
•
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
-
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 this Resolution; and
-
the holder votes on this Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
Resolution 3: Approval to issue Placement Options
To consider and, if thought fit, pass the following Ordinary Resolution, with or without
amendment:
“That for the purposes of Listing Rule 7.1 and all other purposes, approval is given for the
Company to issue up to 49,650,000 Options exercisable at $0.14 and expiring on the date which
is two years from the date of issue to those parties who subscribed for Shares under the
Placement, at a rate of one Option for every two Placement Shares issued under the Placement
(Placement Options), and otherwise on the terms and conditions set out in the Explanatory
Memorandum.”
4.
Resolution 4: Approval to issue Advisor Options
To consider and, if thought fit, pass the following Ordinary Resolution, with or without
amendment:
“That for the purposes of Listing Rule 7.1 and all other purposes, approval is given for the
Company to issue up to 12,412,500 Options to PAC Partners in consideration for its role as Lead
Manager to the Placement (Advisor Options), exercisable at $0.14 and expiring on the date
which is two years from the date of issue and otherwise on the terms and conditions set out in
the Explanatory Memorandum.”
Voting exclusion statement pursuant to Listing Rule 7.3 – Resolutions 3 to 4
The Company will disregard any votes cast in favour of Resolution 3 and/or Resolution 4
by or on behalf of:
•
a person who is 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 holder
of ordinary securities in the Company); and
•
any associate of them.
However, this does not apply to a vote cast in favour of Resolution 3 and/or Resolution 4
by:
•
a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
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Notice of Extraordinary General Meeting
5.
•
the chair of the meeting as proxy or attorney for a person who is entitled to vote on
the Resolution, in accordance with a direction given to the chair to vote on the
Resolution as the chair decides; or
•
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
-
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 relevant Resolution; and
-
the holder votes on the relevant Resolution in accordance with directions
given by the beneficiary to the holder to vote in that way.
Resolution 5: Issue of Options to Mr Don Smith
To consider and, if thought fit, pass the following Ordinary Resolution, with or without
amendment:
“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations
Act and for all other purposes, the Company be authorised to issue 4 million options to subscribe
for Shares exercisable at $0.14 each expiring on 30 June 2025 to Don Smith (or his nominee),
being the Managing Director of the Company, and otherwise on terms set out in the Explanatory
Memorandum which accompanies and forms part of this Notice of Meeting.”
6.
Resolution 6: Issue of Options to Mr Owen Burchell
To consider and, if thought fit, pass the following Ordinary Resolution, with or without
amendment:
“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations
Act and for all other purposes, the Company be authorised to issue 3 million options to subscribe
for Shares exercisable at $0.14 each expiring on 30 June 2025 to Owen Burchell (or his
nominee), being a Director of the Company, and otherwise on terms set out in the Explanatory
Memorandum which accompanies and forms part of this Notice of Meeting.”
7.
Resolution 7: Issue of Options to Mr Andrew Haythorpe
To consider and, if thought fit, pass the following Ordinary Resolution, with or without
amendment:
“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations
Act and for all other purposes, the Company be authorised to issue 3 million options to subscribe
for Shares exercisable at $0.14 each expiring on 30 June 2025 to Andrew Haythorpe (or his
nominee), being a Director of the Company, and otherwise on terms set out in the Explanatory
Memorandum which accompanies and forms part of this Notice of Meeting.”
8.
Resolution 8: Issue of Options to Mr Brian Moller
To consider and, if thought fit, pass the following Ordinary Resolution, with or without
amendment:
“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations
Act and for all other purposes, the Company be authorised to issue 3 million options to subscribe
for Shares exercisable at $0.14 each expiring on 30 June 2025 to Brian Moller (or his nominee),
being a Director of the Company, and otherwise on terms set out in the Explanatory
Memorandum which accompanies and forms part of this Notice of Meeting.”
A Voting Exclusion Statement for Resolutions 5, 6, 7 and 8 is set out below.
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Notice of Extraordinary General Meeting
Voting exclusion statement pursuant to Listing Rule 10.13 – Resolutions 5 to 8
The Company will disregard any votes cast on:
•
Resolution 5 by or on behalf of Mr Smith (and his nominees) and any other person
who will obtain a material benefit as a result of the proposed issue (except a
benefit solely by reason of being a holder of ordinary securities in the Company)
and any associate of them;
•
Resolution 6 by or on behalf of Mr Burchell (and his nominees) and any other
person who will obtain a material benefit as a result of the proposed issue (except
a benefit solely by reason of being a holder of ordinary securities in the Company)
and any associate of them;
•
Resolution 7 by or on behalf of Mr Haythorpe (and his nominees) and any other
person who will obtain a material benefit as a result of the proposed issue (except
a benefit solely by reason of being a holder of ordinary securities in the Company)
and any associate of them; and
•
Resolution 8 by or on behalf of Mr Moller (and his nominees) and any other person
who will obtain a material benefit as a result of the proposed issue (except a
benefit solely by reason of being a holder of ordinary securities in the Company)
and any associate of them.
However, this does not apply to a vote cast in favour of this Resolution by:
•
a person as proxy or attorney for a person who is entitled to vote on Resolutions 5
to 8 (inclusive), in accordance with directions given to the proxy or attorney to vote
on Resolutions 5 to 8 (inclusive) in that way; or
•
the chair of the meeting as proxy or attorney for a person who is entitled to vote on
the Resolutions 5 to 8 (inclusive), in accordance with a direction given to the chair
to vote on the resolution as the chair decides; or
•
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
o
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 Resolutions 5 to 8 (inclusive); and
o
the holder votes on the Resolutions 5 to 8 (inclusive) in accordance with
directions given by the beneficiary to the holder to vote in that way.
Voting exclusion statement – Part 2E of the Corporations Act – Resolutions 5 to 8
For the purposes of section 244 and Part 2E of the Corporations Act, a vote on Resolutions
5 to 8 (inclusive) must not be cast 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. Accordingly, the Company will disregard any votes cast on:
•
Resolution 5 by or on behalf of Mr Smith and any associate of him;
•
Resolution 6 by or on behalf of Mr Burchell and any associate of him;
•
Resolution 7 by or on behalf of Mr Haythorpe and any associate of him; and
•
Resolution 8 by or on behalf of Mr Moller and any associate of him.
However, the Company need not disregard a vote if:
•
it is cast by a person as a proxy in writing that specifies how the proxy is to vote on
the proposed Resolutions; and
•
it is not cast on behalf of a person referred to directly above.
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Notice of Extraordinary General Meeting
For clarity, it is noted that where the Chairman is the related party the subject of the
Resolutions, or is an associate of the related party, the Chairman cannot cast undirected
proxies in respect to that Resolution.
Proxy Appointment Restriction – Resolutions 5 to 8
In accordance with section 250BD of the Corporations Act, the Company will disregard any
votes cast on Resolutions 5 to 8 (inclusive) by a member of the Key Management
Personnel of the Company or their Closely Related Parties who has been appointed as a
proxy unless:
•
the appointed proxy votes for a person who is permitted to vote and in accordance
with a direction on the proxy form (directed proxy); or
•
the appointed proxy is the chair of the meeting and the appointment of the chair as
proxy:
o
does not specify the way the proxy is to vote on the Resolutions 5 to 8
(inclusive); and
o
expressly authorises the chair of the meeting to exercise the proxy even if
the Resolutions 5 to 8 (inclusive) are connected directly or indirectly with
the remuneration of a member of the Key Management Personnel.
General business
To consider any other business as may be lawfully put forward in accordance with the Constitution of
the Company.
Notes:
(a)
Terms used in this Notice of Meeting are defined in the “Interpretation” section of the
accompanying Explanatory Memorandum.
(b)
A detailed summary of the Resolutions is contained within the Explanatory Memorandum.
All resolutions at this Meeting will be voted on by poll and Shareholders who are entitled to vote may
vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.
By order of the Board
Paul Jurman
Company Secretary
6 May 2022
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Explanatory Memorandum
1.
Introduction
This Explanatory Memorandum is provided to shareholders of Tempest Minerals Limited ACN
612 008 358 (Company) to explain the resolutions to be put to Shareholders at the Extraordinary
General Meeting to be held at Level 27, Allendale Square, 77 St Georges Tce, Perth, WA 6000
on Tuesday, 21 June 2022 commencing at 10:00am (Perth time).
The Directors recommend shareholders read the accompanying Notice of Meeting and this
Explanatory Memorandum in full before making any decision in relation to the resolutions.
Terms used in this Explanatory Memorandum are defined in section 5.
2.
Resolutions 1 and 2: Ratification of previous issue of Placement Shares
2.1
Background
As announced on 19 April 2022 and 27 April 2022, the Company successfully placed 99,300,000
Shares at an issue price of $0.085 to raise over $8,440,500 (before costs) to unrelated
professional, sophisticated and other investors (Placement Shares). These Placement Shares
were issued on 27 April 2022, and subject to shareholder approval being obtained under
Resolution 3, the Company proposes to also issue 49,650,000 attaching options to subscribe
for fully paid shares in the Company exercisable at $0.14 each, expiring 2 years from the date
of issue and otherwise on the terms set out in Schedule 1 (Placement Options).
Funds raised from the Placement Shares are to be used to progress the Company’s extensive
exploration portfolio of its highly prospective Yalgoo, Mount Magnet and YLP project areas in
Western Australia (including drilling, geophysics and further analyses) and working capital.
As noted in the Company’s announcement to the ASX on 19 April 2022 (Announcement), the
issue of the Placement Shares was undertaken within the Company’s capacity under both
Listing Rule 7.1 and Listing Rule 7.1A (25% Capacity), as follows:
2.2
(a)
59,400,000 of the Placement Shares were issued under Listing Rule 7.1; and
(b)
39,900,000 of the Placement Shares were issued under Listing Rule 7.1A pursuant to
the approval obtained at the Company’s last annual general meeting held on 30
November 2021.
Listing Rule 7.4
In accordance with Listing Rule 7.4, Shareholder approval is sought to ratify the issue and
allotment of the Placement Shares, being issues of securities made by the Company on 27 April
2022 for which shareholder approval has not already been obtained.
Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities
equivalent in number to more than 15% of its capital in the 12 month period immediately
preceding the date of the issue or agreement (if the entity has been admitted to the official list
for 12 months or more) without the prior approval of its shareholders.
Under Listing Rule 7.1A, shareholders can give prior approval (by special resolution at an annual
general meeting) to the issue of securities equivalent to an additional 10% of its capital over a
12 month period. Shareholders gave their approval for the issue of additional shares under
Listing Rule 7.1A at the last annual general meeting of the Company held on 30 November 2021.
Equity securities issued with shareholder approval under Listing Rule 7.4 do not count towards
the 15% limit under Listing Rule 7.1 (15% Capacity) or the 10% limit under Listing Rule 7.1A
(10% Capacity).
Listing Rule 7.4 provides that an issue of securities made without prior approval under Listing
Rule 7.1 can be treated as having been made with that approval if shareholders subsequently
approve it.
As the issue of the Placement Shares has been split between the capacity available under each
of Listing Rule 7.1 and the approval obtained under Listing Rule 7.1A, the approval (by way of
ratification) sought under Listing Rule 7.4 is separated between Resolution 1 (for those
2214112 - 24799067v1
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Explanatory Memorandum
Placement Shares issued under Listing Rule 7.1) and Resolution 2 (for those Placement Shares
issued under the approval given under Listing Rule 7.1A).
If Resolutions 1 and 2 are approved it will have the effect of refreshing the Company’s ability, to
the extent of the Placement Shares, to issue further capital during the next 12 months pursuant
to both Listing Rule 7.1 and the approval given pursuant to Listing Rule 7.1A without the need
to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act).
If Resolutions 1 and 2 are not passed, the Placement Shares will be counted, as applicable,
toward the respective 15% limit pursuant to Listing Rule 7.1 and the 10% limit pursuant to Listing
Rule 7.1A for a period of 12 months from the date of issue.
2.3
Information for Listing Rule 7.5
For the purposes of Listing Rule 7.5, the Company provides the following information:
Listing Rule
Information
7.5.1
The names of the persons to whom
the Securities are issued or agreed
to be issued or the basis on which
those persons were identified or
selected
The Placement Shares were issued
to unrelated professional,
sophisticated and other investors
that fall within one or more of the
classes of exemptions specified in
section 708 of the Corporations Act
determined by the Board. PAC
Partners Securities Pty Ltd acted as
Lead Manager to the Placement.
7.5.2
The number and class of Securities
issued or agreed to be issued
Listing Rule 7.1 – 59,400,000
Placement Shares.
Approval under Listing Rule 7.1A –
39,900,000 Placement Shares.
2.4
7.5.3
Summary of the material terms of
the Securities
The Placement Shares rank pari
passu with all other fully paid
ordinary shares then on issue in the
Company.
7.5.4
Date or dates on which the
Securities were or will be issued
The Securities were issued on 27
April 2022.
7.5.5
The price or other consideration the
entity has received or will receive
for the issue
$0.085 per Placement Share.
7.5.6
The purpose of the issue, including
the use or intended use of any
funds raised by the issue
Funds raised from the issue of the
Placement Shares are intended to
be used to progress the Company’s
extensive exploration portfolio of its
highly prospective Yalgoo, Mount
Magnet and YLP project areas in
Western Australia (including drilling,
geophysics and further analyses)
and working capital.
7.5.8
A voting exclusion statement.
A voting exclusion statement is
included in the Notice of Meeting for
Resolutions 1 and 2.
Recommendation
The Directors unanimously recommend that you vote in favour of Resolutions 1 and 2.
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Explanatory Memorandum
3.
Resolutions 3 and 4: Issue of Bonus Options under Listing Rules 7.1
3.1
Background
As summarised in section 2.1, the Company has successfully placed 99.3 million Placement
Shares to investors, raising over $8.44 million (before costs) (Placement).
As part of the terms of the Placement, the Company agreed to issue the following securities,
subject to shareholder approval:
(a) 49,650,000 free attaching Options to those institutional and sophisticated investors who
participated in the Placement (Placement Participants) at a rate of one Option for every
two Placement Shares issued (Placement Options); and
(b) 12,412,500 Options to PAC Partners Securities Pty Ltd (PAC Partners) in
consideration for its role as Lead Manager to the Placement (Advisor Options),
(together, the Bonus Options).
The 62,062,500 Bonus Options will be issued subject to shareholder approval, which is being
sought under Resolutions 3 and 4.
The Company intends to seek quotation of both the Placement Options and the Advisor Options
on the official list of the ASX.
3.2
Listing Rule 7.3
In accordance with Listing Rule 7.3, Shareholder approval is sought to issue up to:
(a)
49,650,000 Placement Options to subscribe for fully paid ordinary Shares in the
Company, exercisable at $0.14 and expiring on the date which is two years from the
date of issue to the Placement Participants, on the basis of one Option for every two
Shares issued under the Placement (as set out in Resolution 3); and
(b)
12,412,500 Advisor Options to subscribe for fully paid ordinary Shares in the
Company, exercisable at $0.14 and expiring on the date which is two years from the
date of issue to PAC Partners (as set out in Resolution 4).
A summary of the application of Listing Rule 7.1 is set out in section 2.2.
Equity Securities issued with shareholder approval under Listing Rule 7.1 do not count towards
a company’s 15% Capacity. Further, under Exception 9 in Listing Rule 7.2, an issue of Equity
Securities on the conversion of Convertible Securities (including Options) does not count
towards the 15% Capacity provided that the Company issued the Convertible Securities:
(a)
before it was listed and disclosed the existence and material terms of the Convertible
Securities in the prospectus, PDS or information memorandum lodged with ASX under
the Listing Rule 1.1 condition 3; or
(b)
after it was listed and complied with the Listing Rules when it did so.
As the Bonus Options are Equity Securities under the Listing Rules and do not otherwise fit
within any of the exceptions to Listing Rule 7.1, the Company is seeking Shareholder approval
in accordance with Listing Rule 7.1 to issue the Bonus Options so that the Bonus Options and
any Equity Securities issued upon the exercise of the Bonus Options do not count towards the
Company’s 15% Capacity.
As the Company intends to issue both the Placement Options and the Advisor Options under
Listing Rule 7.1, the approval sought under Listing Rule 7.3 is separated between Resolution 3
(for the Placement Options issued under Listing Rule 7.1) and Resolution 4 (for the Advisor
Options issued under Listing Rule 7.1).
If Resolutions 3 and 4 are approved it will have the effect of refreshing the Company’s ability, to
the extent of the Placement Options and Advisor Options, to issue further capital during the next
12 months pursuant to Listing Rule 7.1 without the need to obtain further Shareholder approval
(subject to the Listing Rules and the Corporations Act). If Resolutions 3 and 4 are not passed,
the Placement Options and Advisor Options will be counted toward the Company’s 15%
Capacity pursuant to Listing Rule 7.1 for a period of 12 months from the date of issue.
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Explanatory Memorandum
3.3
Information for Listing Rule 7.3
For the purposes of Listing Rule 7.3, the Company provides the following information:
Listing
Rule
7.3.1:
Information
Allottees of Equity
Securities
The Placement Options will be issued to the
Placement Participants on the basis of one Placement
Option for every 2 New Shares issued to the
Placement Participant under the Placement.
The Advisor Options will be issued to PAC Partners
(or their nominees).
7.3.2:
Number and class of
Securities that will be
issued
The Company will issue 49,650,000 Placement
Options and 12,412,500 Advisor Options.
7.3.3:
Summary of material
terms of Securities
The Placement Options and the Advisor Options will
be issued on the terms as set out in Schedule 1.
7.3.4:
Date or dates on or by
which the Company will
issue the Securities
The Placement Options and the Advisor Options will
be as soon as possible following the passing of
Resolutions 3 and 4 and in any event, no later than 3
months after the date of the Meeting (or such later
date to the extent permitted by an ASX waiver or
modification of the ASX Listing Rules).
7.3.5:
Price of Equity
Securities
The Placement Options and the Advisor Options will
be issued for nil consideration.
7.3.6:
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