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ALTITUDE MINERALS LTD — AGM Information 2021
Oct 25, 2021
64451_rns_2021-10-25_6a7c93ba-d074-4cf7-b424-83f5a76ec2c2.pdf
AGM Information
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Copper Search Limited
26 October 2021
Dear Shareholder,
Annual General Mee�ng ‐ No�ce and Proxy Form
No�ce is given that the 1[st] Annual General Mee�ng (Mee�ng) of Shareholders of Copper Search Limited (ACN 650 673 500) (Company) will be held as follows:
Time and date: 11am (WST) – Thursday 2[nd] December 2021
Loca�on: Boardroom – 11 Moreau Mews Applecross Western Australia WA 6153
As permi�ed by the Corpora�ons Act 2001 (Cth), the Company will not be dispatching physical copies of the No�ce of Mee�ng unless the shareholder has made a valid elec�on to receive documents in hard copy. Instead, the No�ce of Mee�ng and accompanying explanatory statement (Mee�ng Materials) are being made available to shareholders electronically and can be viewed and downloaded at www.coppersearch.com.au
For those shareholders that have not elected to receive no�ces by email, a copy of your personalised Proxy Form is enclosed for your convenience. Please complete and return the a�ached Proxy Form to the Company’s share registry, Automic, using any of the following methods:
Online: www.investor.automic.com.au/#/loginsah
By mail: Automic, GPO Box 5193, Sydney NSW 2000, Australia
In person: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email: mee�[email protected]
Your proxy vo�ng instruc�on must be received by 11am (WST) on Tuesday 30[th] November 2021, being not later than 48 hours before the commencement of the Mee�ng. Any proxy vo�ng instruc�ons received a�er that �me will not be valid for the scheduled Mee�ng. The Company strongly encourages all shareholders to submit their personalised Proxy Form as instructed prior to the Mee�ng.
To view the mee�ng and any update on ac�vi�es on-line, a webinar will be available. You can preregister for access to the webinar, via Automic, through this link:
h�ps://us02web.zoom.us/webinar/register/WN_Gr0LlZ1ESvWebMG5QBhyiA
Rance Dorrington
Company Secretary
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Copper Search Limited
ACN 650 673 500
No�ce of Annual General Mee�ng
The Annual General Mee�ng of the Company will be held as follows:
Time and date: 11:00am (Perth—WST) on Thursday 2[nd] December 2021 Loca�on: Boardroom—11 Moreau Mews Applecross Western Australia
The No�ce of Annual General Mee�ng should be read in its en�rety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional adviser prior to vo�ng.
Should you wish to discuss any ma�er, please do not hesitate to contact the Company Secretary on (08) 6159 9102.
Shareholders are invited to a�end or vote by lodging the proxy form a�ached to the No�ce.
Copper Search Limited
ACN 650 673 500
No�ce of Annual General Mee�ng
No�ce is hereby given that the 1[st] annual general mee�ng of Shareholders of Copper Search Limited (Company) will be held in the boardroom at 11 Moreau Mews, Applecross, Western Australia on Thursday 2[nd] December 2021 at 11:00am (Perth-WST) (Mee�ng).
The Board is monitoring the effects of the coronavirus (COVID-19) pandemic. The health of the Company’s Shareholders, employees and other stakeholders remains a priority.
To minimise the risk to Shareholders and to the Company and its ongoing opera�ons, the Company suggests that Shareholders consider viewing the mee�ng on-line rather than a�ending the Mee�ng in person. Accordingly, the Directors encourage all Shareholders to lodge Proxy Forms prior to the Mee�ng.
The Board will con�nue to monitor Australian Government restric�ons on public gatherings. If it becomes necessary or appropriate to make alterna�ve arrangements to those set out in this No�ce, the Company will no�fy Shareholders accordingly via the Company’s website at www.coppersearch.com.au
The Company has determined pursuant to Regula�on 7.11.37 of the Corpora�ons Regula�ons 2001 (Cth) that the persons eligible to vote at the Mee�ng are those who are registered Shareholders at 5.00pm (WST) on 30[th] November 2021.
The Explanatory Memorandum provides addi�onal informa�on on ma�ers to be considered at the Mee�ng. The Explanatory Memorandum and the Proxy Form, form part of the No�ce.
Agenda
1) Annual Report
To consider the Annual Report of the Company for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report and the Auditor's Report.
2) Resolu�ons
Resolu�on 1 – Remunera�on Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolu�on the following:
'That the Remunera�on Report be adopted by Shareholders.'
Resolu�on 2 – Elec�on of Director – Greg Hall
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolu�on the following:
'That pursuant to and in accordance with ar�cle 7.3(i) of the Cons�tu�on, Lis�ng Rule 14.4 and for all other purposes, Greg Hall re�res and, being eligible, is elected as a Director on the terms and condi�ons in the Explanatory Memorandum.'
Resolu�on 3 – Elec�on of Director – Tony Belperio
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolu�on the following:
'That pursuant to and in accordance with ar�cle 7.3(i) of the Cons�tu�on, Lis�ng Rule 14.4 and for all other purposes, Tony Belperio re�res and, being eligible, is elected as a Director on the terms and condi�ons in the Explanatory Memorandum.'
Vo�ng prohibi�on
Resolu�on 1: In accordance with sec�ons 250BD and 250R of the Corpora�ons Act, a vote on this Resolu�on must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remunera�on are included in the Remunera�on 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 vo�ng on this Resolu�on, and:
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(a) the person is appointed as a proxy by wri�ng that specifies the way the proxy is to vote on this Resolu�on; or
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(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 Resolu�on, but expressly authorises the Chair to exercise the
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proxy even if this Resolu�on is connected with the remunera�on of a member of the Key Management Personnel.
BY ORDER OF THE BOARD
Rance Dorrington Company Secretary Copper Search Limited
26 October 2021
b) Vo�ng in person
To vote in person, a�end the Mee�ng on the date and at the place as indicated at the start of this no�ce.
c) Proxies
To vote in person, a�end the Mee�ng on the date and at the place as indicated at the start of this no�ce.
Shareholders are encouraged to vote by vo�ng online or by comple�ng a Proxy Form.
Lodgement of a Proxy Form will not preclude a Shareholder from a�ending and vo�ng at the Mee�ng in person.
Proxy Forms can be lodged:
Online: www.investor.automic.com.au/#/loginsah Via Email: mee�[email protected] Via Post: Automic GPO Box 5193 Sydney NSW 2001 In person: Automic, Level 5, 126 Phillip Street, Sydney, NSW 2000 By phone: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia) By fax: +61 2 8583 3040 By mobile app: Scan the QR Code available on the Proxy Form
In order for your proxy to be valid, your Proxy Form (and any power of a�orney under which it is signed) must be received by 11:00am (Perth— WST) on 30 November 2021. Proxies received a�er this �me will be invalid.
Please note that:
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(i) a member of the Company en�tled to a�end and vote at the Mee�ng is en�tled to appoint a proxy;
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(ii) a proxy need not be a member of the Company; and
a member of the Company en�tled to cast two or more votes may appoint two proxies and may specify the propor�on or number of votes each proxy is appointed to exercise, but where the propor�on or number is not specified, each proxy may exercise half of the votes.
The enclosed / a�ached Proxy Form provides further details on appoin�ng proxies and lodging Proxy Forms.
Copper Search Limited
ACN 650 673 500
Explanatory Memorandum
1) Introduc�on
The Explanatory Memorandum has been prepared for the informa�on of Shareholders in connec�on with the business to be conducted at the Mee�ng to be held in the boardroom at 11 Moreau Mews Applecross Western Australia on 2 December 2021 at 11:00am (PerthWST) (Mee�ng).
The Explanatory Memorandum forms part of the No�ce which should be read in its en�rety. The Explanatory Memorandum contains the terms and condi�ons on which the Resolu�ons will be voted.
The Explanatory Memorandum includes the following informa�on to assist Shareholders in deciding how to vote on the Resolu�ons:
Sec�on 2 Vo�ng and a�endance informa�on
Sec�on 3 Annual Report
Sec�on 4 Resolu�on 1— Remunera�on Report
Sec�on 5 Resolu�on 2— Elec�on of Director— Greg Hall
Sec�on 6 Resolu�on 3— Elec�on of Director— Tony Belperio
Schedule 1
2) Vo�ng and a�endance informa�on
Shareholders should read the No�ce including the Explanatory Memorandum carefully be fore deciding how to vote on the Resolu�ons.
a) Possible impact of COVID‐19 on the mee�ng
The health and safety of members and personnel, and other stakeholders, is important and the Company is aware of the current circumstances resul�ng from COVID-19.
Based on informa�on available to the Board at the �me of the No�ce, the Board considers it will be in a posi�on to hold an 'in-person' mee�ng to provide Shareholders with a reasonable opportunity to par�cipate in and vote at the Mee�ng, while complying with the COVID-19 restric�ons regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Mee�ng.
If the situa�on in rela�on to COVID-19 were to change in a way that affected the posi�on above, the Company will provide a further update ahead of the Mee�ng by releasing an ASX announcement.
The mee�ng and any update on ac�vi�es provided a�er the mee�ng will be available to be viewed via a web hosted webinar provided through Automic.
Sec�on 250BB(1) of the Corpora�ons Act provides that an appointment of a proxy may specify the way the proxy is to vote on a par�cular resolu�on and, if it does:
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(i) 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);
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(ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolu�on – the proxy must not vote on a show of hands;
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(iii) if the proxy is the Chair of the mee�ng at which the resolu�on is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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(iv) 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).
Sec�on 250BC of the Corpora�ons Act provides that, if:
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(i) an appointment of a proxy specifies the way the proxy is to vote on a par�cular reso lu�on at a mee�ng of the Company's members;
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(ii) the appointed proxy is not the chair of the mee�ng;
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(iii) at the mee�ng, a poll is duly demanded on the resolu�on; and
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(iv) either the proxy is not recorded as a�ending the mee�ng or the proxy does not vote on the resolu�on,
the Chair of the mee�ng is taken, before vo�ng on the resolu�on closes, to have been appointed as the proxy for the purposes of vo�ng on the resolu�on at the mee�ng.
d) Chair's vo�ng inten�ons
The Chair intends to exercise all available proxies in favour of all Resolu�ons, unless the Shareholder has expressly indicated a different vo�ng inten�on.
If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolu�on 1 by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisa�on for the Chair to vote the proxy in accordance with the Chair's inten�on, even though the Resolu�ons are connected directly or indirectly with the remunera�on of a member of the Key Management Personnel of the Company.
e) Submi�ng ques�ons
Shareholders may submit ques�ons in advance of the Mee�ng to the Company. Ques�ons must be submi�ed by emailing the Company Secretary at:
by 11:00am (Perth—WST) on 30 November 2021.
Shareholders will also have the opportunity to submit ques�ons during the Mee�ng in respect to the formal items of business. In order to ask a ques�on during the Mee�ng, please follow the instruc�ons from the Chair.
The Chair will a�empt to respond to the ques�ons during the Mee�ng. The Chair will request prior to a Shareholder asking a ques�on that they iden�fy themselves (including the en�ty name of their shareholding and the number of Shares they hold).
3) Annual Report
In accordance with sec�on 317 of the Corpora�ons Act, Shareholders will be offered the op portunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2021.
There is no requirement for Shareholders to approve the Annual Report.
At the Mee�ng, Shareholders will be offered the opportunity to:
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(a) discuss the Annual Report which is available online at www.coppersearch.com.au
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(b) ask ques�ons about, or comment on, the management of the Company; and
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(c) ask the auditor ques�ons about the conduct of the audit and the prepara�on and con tent of the Auditor's Report.
In addi�on to taking ques�ons at the Mee�ng, wri�en ques�ons to the Chair about the man agement of the Company, or to the Company's auditor about:
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(a) the prepara�on and content of the Auditor's Report;
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(b) the conduct of the audit;
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(c) accoun�ng policies adopted by the Company in rela�on to the prepara�on of the fi nancial statements; and
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(d) the independence of the auditor in rela�on to the conduct of the audit,
which may be submi�ed no later than five business days before the Mee�ng to the Company Secretary at the Company's registered office.
4) Resolu�on 1—Remunera�on Report
In accordance with subsec�on 250R(2) of the Corpora�ons Act, the Company must put the Remunera�on Report to the vote of Shareholders. The Directors' Report contains the Remu nera�on Report which sets out the remunera�on policy for the Company and the remunera �on arrangements in place for the execu�ve Directors, specified execu�ves and nonexecu�ve Directors.
In accordance with subsec�on 250R(3) of the Corpora�ons Act, Resolu�on 1 is advisory only and does not bind the Directors. If Resolu�on 1 is not passed, the Directors will not be re quired to alter any of the arrangements in the Remunera�on Report.
If the Company's Remunera�on Report receives a 'no' vote of 25% or more (Strike) at two consecu�ve annual general mee�ngs, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).
Where a resolu�on on the Remunera�on Report receives a Strike at two consecu�ve annual general mee�ngs, the Company will be required to put to Shareholders at the second annual general mee�ng a resolu�on on whether another mee�ng 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-elec�on.
The Company's Remunera�on Report did not receive a Strike at the 2020 annual general mee�ng. If the Remunera�on Report receives a Strike at this Mee�ng, Shareholders should be aware that if a second Strike is received at the 2022 annual general mee�ng, this may re sult in the re-elec�on of the Board.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remunera�on Report.
Resolu�on 1 is an ordinary resolu�on.
Given the personal interests of all Directors in this Resolu�on, the Board makes no recom menda�on to Shareholders regarding this Resolu�on.
5) Resolu�on 2 – Elec�on of Director – Greg Hall
a) General
Sec�on 7.2(b) of the Cons�tu�on allows the Board to appoint at any �me a person to be a Director, either to fill a casual vacancy or as an addi�on to the exis�ng Direc tors.
Pursuant to Sec�on 7.3(i) of the Cons�tu�on, a Director appointed under Sec�on 7.2 (b) may hold office un�l the next annual general mee�ng of the Company and is eli gible for elec�on by Shareholders at that mee�ng.
In addi�on, Lis�ng Rule 14.4 provides that a Director appointed as an addi�on to the Board must not hold office (without re-elec�on) past the next annual general mee�ng.
On 25 June 2021, Greg Hall was appointed as a Non-Execu�ve Director of the Company. Accordingly, Mr Hall resigns as a Director at the Mee�ng and, being eligi ble, seeks approval to be elected as a Director pursuant to Resolu�on 2.
b) Greg Hall
Experience and Exper�se:
Greg has over 30 years’ experience in mine management, global commodi�es marke�ng, and CEO and Board roles with resource companies. This includes groups such as WMC, Rio Tinto, Toro Energy and Hillgrove Resources. He is currently CEO and Managing Director of Alligator Energy Ltd (ASX:AGE), a non-execu�ve Director with Swedish explora�on and mine development company Copperstone Resources AB, a Consultant with Rex Minerals Ltd, and a director of private company Torch En ergy Ltd. Greg has a BE in Mining Engineering from the University of South Australia, and has extensive experience in stakeholder and community engagement, and is immediate Past President of the South Australian Chamber of Mines and Energy.
Other current directorships:
CEO and Managing Director of Alligator Energy Ltd (ASX:AGE)
Former directorships (last 3 years):
Nil
Special responsibili�es:
Audit & Risk Commi�ee (Chair) / Nomina�on & Remunera�on Commi�ee (Member)
Interests in ordinary shares:
28,500
c) Board recommenda�on
The Board (excluding Mr Hall) recommends that Shareholders vote in favour of Resolu�on 2. The Chair of the Mee�ng intends to vote undirected proxies in favour of Resolu�on 2.
6) Resolu�on 3 – Elec�on of Director – Tony Belperio
a) General
Sec�on 7.2(b) of the Cons�tu�on allows the Board to appoint at any �me a person to be a Director, either to fill a casual vacancy or as an addi�on to the exis�ng Direc tors.
Pursuant to Sec�on 7.3(i) of the Cons�tu�on, a Director appointed under Sec�on 7.2 (b) may hold office un�l the next annual general mee�ng of the Company and is eli gible for elec�on by Shareholders at that mee�ng.
In addi�on, Lis�ng Rule 14.4 provides that a Director appointed as an addi�on to the Board must not hold office (without re-elec�on) past the next annual general mee�ng.
On 25 June 2021, Tony Belperio was appointed as a Non-Execu�ve Director of the Company. Accordingly, Mr Belperio resigns as a Director at the Mee�ng and, being eligible, seeks approval to be elected as a Director pursuant to Resolu�on 3.
b) Tony Belperio
Experience and Exper�se:
Tony Belperio is a highly regarded geologist with over 35 years’ experience in a wide variety of geological disciplines, including marine geology, environmental geology and mineral explora�on (including copper-gold explora�on). He has an Honours De gree in Geology from the University of Adelaide, a PhD from James Cook University and has been awarded the University of Adelaide's Tate Memorial Medal, the Geo logical Society of Australia's S�llwell Award, the Bruce Webb Medal and AMEC's Pro spector of the Year in 2003. He has held posi�ons of Chief Geologist and Explora�on Manager with Minotaur Gold, Minotaur Resources and Minotaur Explora�on from 1996 to 2007 as well as playing a lead role in the discovery of the Prominent Hill IOCG deposit in 2001, and the Artemis and Jericho polymetallic deposits in the Clon curry District during 2014-2017.
Other current directorships:
Non-Execu�ve Director of Minotaur Explora�on Limited (ASX:MEP)
Former directorships (last 3 years):
Thomson Resources Ltd (ASX:TMZ) ceased July 2019
Special responsibili�es:
Audit & Risk Commi�ee (Member)
Interests in shares:
57,000
c) Board recommenda�on
The Board (excluding Mr Belperio) recommends that Shareholders vote in favour of Resolu�on 3. The Chair of the Mee�ng intends to vote undirected proxies in favour of Resolu�on 3.
- $ means Australian dollars
Annual Report means the annual report of the Company and its controlled en��es for the financial year ended 30 June 2021
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires
WST means Australian Western Standard Time as observed in Perth, Western Australia
Board means the current board of directors of the Company
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day
Chair means the chair of the Mee�ng
Closely Related Party means a party related to Key Management Personnel as:
a spouse or child of the member;
a child of the member’s spouse;
a dependent of the member or the member’s spouse;
anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the en�ty;
a company the member controls; or
a person prescribed by the Corpora�ons Regula�ons 2001 (Cth) for the purposes
of the defini�on of ‘closely related party’ in the Corpora�ons Act
Company means Copper Search Limited (ACN 650 673 500)
Cons�tu�on means the Company’s cons�tu�on
Corpora�ons Act means the Corpora�ons Act 2001 (Cth)
Directors means the current directors of the Company
Execu�ve means the CEO, CFO and the Company Secretary
Explanatory Memorandum means the explanatory statement accompanying the No�ce
Key Management Personnel has the same meaning as in the accoun�ng standard issued by the Australian Accoun�ng Standards Board and means those persons having authority and responsibility for planning, direc�ng and controlling the ac�vi�es of the Company, or if the Company is part of a consolidated en�ty, of the consolidated en�ty, directly or indirectly, including any director (whether execu�ve or otherwise) of the Company, or if the Company is part of a consolidated en�ty, of an en�ty within the consolidated group
Lis�ng Rules means the rules of the ASX
Mee�ng means the mee�ng convened by the No�ce
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