AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

APOLLO MINERALS LIMITED Proxy Solicitation & Information Statement 2010

Jun 14, 2010

64395_rns_2010-06-14_804ac818-3f58-48cd-aefb-c8622e64d24b.pdf

Proxy Solicitation & Information Statement

Opens in your device viewer

==> picture [128 x 129] intentionally omitted <==

ABN 96 125 222 924

NOTICE OF GENERAL MEETING TO BE HELD AT 16 JULY 2010 at 11am IN THE GEOFF HARRIS ROOM, AT LEVEL 10, 1 MARGARET STREET, SYDNEY, NSW 2000

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Apollo Notice of EGM

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders of Apollo Minerals Limited (ABN 96 125 222 924) will be held in the Geoff Harris Room, Level 10, 1 Margaret Street, Sydney, New South Wales, Australia on 16 July 2010 at 11am AEST.

The Explanatory Memorandum provides additional information on matters to be considered at the General Meeting and forms part of this Notice. Terms and abbreviations used in this Notice are defined in Schedule 1.

AGENDA

1 RESOLUTION 1 – APPROVE ISSUE OF 29,250,000 SHARES

To consider and, if thought fit, to pass 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 29,250,000 Shares to the person and on the terms and conditions set out in the Explanatory Memorandum.”

2 RESOLUTION 2 – APPROVE ISSUE OF 5,000,000 OPTIONS

To consider and, if thought fit, to pass 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 5,000,000 options to the person, and on the terms and conditions, set out in the Explanatory Memorandum."

3 RESOLUTION 3 – APPROVE AND RATIFY ISSUE OF 5,000,000 OPTIONS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rules 7.1 and 7.4 and all other purposes, Shareholders approve and ratify the allotment and issue of 5,000,000 Options to the persons, and on the terms and conditions, set out in the Explanatory Memorandum."

4 RESOLUTION 4 – APPROVE AND RATIFY ISSUE OF 74,133 SHARES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rules 7.1 and 7.4 and all other purposes, Shareholders approve and ratify the allotment and issue of 74,133 Shares to the persons, and on the terms and conditions, set out in the Explanatory Memorandum."

Page 2

Apollo Notice of EGM

5 RESOLUTION 5 – APPROVE ISSUE OF SHARES

To consider and, if thought fit, to pass 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 25,000,000 Shares to the persons, for the purposes and on the terms and conditions set out in the Explanatory Memorandum."

6 RESOLUTION 6 – APPROVE ISSUE OF 1,000,000 OPTIONS

To consider and, if thought fit, to pass 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 Company to allot and issue 1,000,000 Options to the person referred to, and on the terms and conditions set out, in the Explanatory Memorandum."

Enquiries

If you have any questions in relation to the Resolutions to be considered at the Meeting, please call the Company Secretary, Mr Guy Robertson on (61) 2 9299 8873.

By order of the Board Guy Robertson Secretary Date: 15 June 2010

Page 3

Apollo Notice of EGM

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. Approve issue of 29,250,000 Shares	• Any person who may participate in the proposed issue; • 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 • Anyof their respective associates.
2. Approve issue of 5,000,000 Options	• Any person who may participate in the proposed issue; • 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 • Anyof their respective associates.
3. Approve and ratify issue of 5,000,000 Options	• Any person who may participate in the proposed issue; • 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 • Anyof their respective associates.
4. Approve and ratify issue of 74,133 Shares	• Any person who may participate in the proposed issue; • 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 • Anyof their respective associates.
5. Approve issue of Shares	• Any person who may participate in the proposed issue; • 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 • Anyof their respective associates.
6. Approve issue of 1,000,000 Options	• Any person who may participate in the proposed issue; • 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 • Anyof their respective associates.

Page 4

Apollo Notice of EGM

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business specified to be conducted at the General Meeting to be held in the Geoff Harris Room at Level 10, 1 Margaret Street, Sydney NSW 2000 on 16 July 2010 at 11am (EST).

The Directors recommend that Shareholders read this Explanatory Memorandum in full in conjunction with the accompanying Notice of which this Explanatory Memorandum forms a part.

1. RESOLUTION 1 – APPROVAL OF ISSUE OF 29,250,000 SHARES

1.1 Background

As announced to ASX on 9 June 2010, the Company entered into a subscription agreement with China Armco Metals Inc. (“ Armco ”) on 2 June 2010 (“ Agreement ”) whereby Armco has agreed to subscribe for a total of 29,250,000 shares in two tranches (“ Placement ”). The first tranche of 12,500,000 Shares will raise A$1,875,000 for the Company before costs. The second tranche of 16,750,000 Shares will raise a further A$2,512,500 for the Company before costs.

Although the first tranche can be issued pursuant to the Company’s existing 15% capacity under the ASX Listing Rules, the Company and Armco have agreed that the allotment and issue of both tranches will follow the Meeting, if Shareholders pass Resolution 1. The subscription monies have been placed in escrow pending the outcome of Resolution 1.

As neither tranche will have been allotted and issued by the date of the Meeting, Shareholders are asked by Resolution 1 to approve the allotment and issue of both tranches so that the total issue of 29,250,000 Shares will not be counted as reducing the number of equity securities which the Company may issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

Under the Agreement, Apollo has agreed to grant Armco the right to subscribe for further shares in the Company in the event of certain future share issues by the Company. Subject to Shareholder approval pursuant to Resolution 2, Apollo has also agreed to issue to Armco 5 million Options on completion of the Placement, which Options may only be exercised by Armco to restore its total percentage holding in the Company to 19.9%. The grant of these rights and Options is subject to receipt from ASX of a waiver from ASX Listing Rule 6.18. As at the date of this Notice, the Company is in the process of seeking that waiver from ASX.

Page 5

Apollo Notice of EGM

1.2 Listing Rule 7.1

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.

The effect of the approval is that the Shares referred to in Resolution 1 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.

1.3 ASX Listing Rules 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 equity securities to be allotted and issued will be 29,250,000 Shares.

(b)
The date by which the entity will issue the equity securities

It is anticipated that, subject to Shareholder approval, the Shares will be allotted as soon as practicable following the Meeting and no later than three months after the date of the Meeting, or such later date as approved by the ASX by way of the ASX granting a waiver under the ASX Listing Rules.

(c) The issue price of the equity securities

The price at which the Shares will be issued will be at a deemed price of $0.15 per Share.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Shares will be allotted and issued to China Armco Metals Inc. or its nominee.

(e) The terms of the equity securities

The Shares will rank equally in all respects with existing Shares on issue.

Page 6

Apollo Notice of EGM

(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) Exploration expenditure in relation to the Company’s existing projects;
(ii) Acquisition opportunities that may arise from time to time (though none is currently in the contemplation of the Company); and
(iii) General working capital requirements of the Company.
(g) The date of allotment or a statement that allotment will occur progressively

See paragraph 1.3(b).

1.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1, as the Placement will provide the Company with necessary funds to enable it to continue with its exploration program and additional funding to meet the Company’s working capital requirements.

2 RESOLUTION 2- APPROVAL OF ISSUE OF 5,000,000 OPTIONS

2.1 Background

Pursuant to the Agreement with Armco referred to in paragraph 1.1 above, Apollo has also agreed, subject to Shareholder approval, to issue to Armco 5 million Options on completion of the Placement, which Options may only be exercised by Armco to restore its total percentage holding in the Company to 19.9%. The grant of these Options is subject to receipt from ASX of a waiver from ASX Listing Rule 6.18 and to any conditions imposed by ASX. As at the date of this Notice, the Company is in the process of seeking that waiver from ASX.

2.2 Listing Rule 7.1

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.

Page 7

Apollo Notice of EGM

The effect of the approval is that the Options referred to in Resolution 2 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.

2.3 ASX Listing Rules 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 equity securities to be allotted and issued will be 5,000,000 Options.

(b) The date by which the entity will issue the equity securities

It is anticipated that, subject to Shareholder approval and the grant by ASX of a waiver from ASX Listing Rule 6.18, the Options will be issued as soon as practicable following the Meeting and no later than three months after the date of the Meeting, or such later date as approved by the ASX by way of the ASX granting a waiver under the ASX Listing Rules.

(c) The issue price of the equity securities

The Options will be issued for no additional consideration.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Options will be allotted and issued to China Armco Metals Inc. or its nominee.

(e) The terms of the equity securities

The Options shall be issued at an exercise price of $0.25 per Option and will expire on the fifth anniversary of the date of their issue. Half of the Options will vest on the first anniversary of the date of their issue, with the balance vesting on the second anniversary of the date of their issue.

The grant and terms of these Options is subject to receipt from ASX of a waiver from ASX Listing Rule 6.18 and to any conditions imposed by ASX when granting a waiver.

Page 8

Apollo Notice of EGM

The detailed terms of the Options are set out in Annexure A.

(f)
The intended use of the funds raised

No funds will be raised from the issue of the Options. The funds to be raised by the Company upon the exercise of any of the Options are intended to be used for the following purposes:

(i) Exploration expenditure in relation to the Company’s existing projects;
(ii) Acquisition opportunities that may arise from time to time (though none is currently in the contemplation of the Company); and
(iii) General working capital requirements of the Company.
(g) The date of allotment or a statement that allotment will occur progressively

See paragraph 2.3(b).

2.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2, as the issue of the Options is part of the terms of the Placement agreed between the Company and Armco, and the Placement will provide the Company with necessary funds to enable it to continue with its exploration program and additional funding to meet the Company’s working capital requirements.

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF 5,000,000 OPTIONS

3.1 Background

On 23 February 2010 the Company issued 5,000,000 unlisted Options to consultants for services rendered. The Options were issued with an exercise price of 25 cents each and an expiry date of 30 June 2012.

The Company now seeks Shareholder approval to ratify the issue of these Options so as to refresh the Company’s 15% discretionary capacity under ASX Listing Rule 7.1.

3.2 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

Page 9

Apollo Notice of EGM

ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company’s members subsequently approve it.

While the outcome of Resolution 3 will have no effect on the issue of the Options in question, Shareholder approval will restore the Company’s ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 5,000,000 Options.

3.3 The following information is provided in accordance with Listing Rule 7.5:

(a) Number of securities allotted

The total number of securities issued was 5,000,000 Options which, if exercised, will result in the issue of 5,000,000 Shares.

(b) Issue price of securities

The Options were issued for nil cash consideration and the exercise price of each Option is 25 cents.

(c) Terms of the securities

The Options are unlisted and expire on 30 June 2012. Shares that are issued upon the exercise of the Options will rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares will be identical to the rights and entitlements of the holders of then currently issued Shares. The detailed terms of the Options are set out in Annexure B.

(d) Names of the allottees or basis on which allottees were determined

The 5,000,000 Options were issued to consultants (none of which are a Related Party of any of the Directors of the Company).

(e) The use or intended use of the funds raised
No funds were raised through the issue of the 5,000,000 Options.

Page 10

Apollo Notice of EGM

3.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3 as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources.

4. RESOLUTION 4 – RATIFICATION OF ISSUE OF 74,133 SHARES

4.1 Background

On 23 March 2010, the Company issued 74,133 Shares to consultants for services rendered. The Company now seeks Shareholder approval to ratify the issue of 74,133 Shares so as to refresh the Company’s 15% discretionary capacity under ASX Listing Rule 7.1.

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.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company’s members subsequently approve it.

While the outcome of Resolution 4 will have no effect on the issue of the Options in question, Shareholder approval will restore the Company’s ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 74,133 Shares.

4.3 The following information is provided in accordance with Listing Rule 7.5:

(a) Number of securities allotted

The total number of Shares issued was 74,133.

(b) Issue price of securities

The Shares were issued at a deemed issue price of $0.15.

(c) Terms of the securities

Page 11

Apollo Notice of EGM

The Shares issued rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares are identical to the rights and entitlements of the holders of other issued Shares.

(d) Names of the allottees or basis on which allottees were determined

The Shares were issued to consultants for services rendered.

(e) The use or intended use of the funds raised

No funds were raised from the exercise of the Shares.

4.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4 as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources.

5. RESOLUTION 5 – APPROVAL OF ISSUE OF SHARES

5.1 Background

Under Resolution 5, the Company seeks Shareholder approval to issue and allot up to 25,000,000 Shares for capital raising purposes.

5.2 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 5 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 25,000,000 Shares. The effect of such approval is that any such Shares 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.

Page 12

Apollo Notice of EGM

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 equity securities the entity is to issue

The maximum number of securities to be issued is 25,000,000 Shares. The Directors will have the discretion to issue them to any person or persons they deem appropriate in any individual amounts up to a maximum of 25,000,000 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 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, Product Disclosure Statement 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, Product Disclosure Statement 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.

(e) The terms of the equity securities

The Shares will rank equally in all respects with the Company's current issued Shares.

Page 13

Apollo Notice of EGM

(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) Exploration expenditure in relation to the Company’s existing projects;
(ii) Acquisition opportunities that may arise from time to time (though none is currently in the contemplation of the Company); and
(iii) General working capital requirements of the Company.
(g) The dates of allotment or a statement that allotment will occur progressively

The Shares will be allotted progressively.

5.4 Directors' Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5, as the placement will provide the Company with necessary funds to enable it to continue with its exploration program and additional funding to meet the Company’s working capital requirements.

6. RESOLUTION 6 – APPROVAL TO ISSUE 1,000,000 OPTIONS

6.1 Background

Under Resolution 6, the Company seeks Shareholder approval to issue and allot equity securities, being a total of 1,000,000 Options at an exercise price of 25 cents per Option with expiry dates of 15 June 2012 for 250,000 options, 15 September 2012 for 250,000 options, 15 December 2012 for 250,000 options and 15 March 2013 for 250,000 options and otherwise on the terms and conditions set out in Annexure C, to Mr Roderick Smith, a consultant and Special Adviser to the Company. These Options were agreed to be issued to Mr Smith pursuant to the terms of his contract with the Company.

Page 14

Apollo Notice of EGM

6.2 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 6 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of a total of 1,000,000 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.

6.3 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 securities to be issued is a total of 1,000,000 Options.

(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 equity securities

The Options will be granted as part of the consultant’s remuneration package with the Company and in consideration of the services provided by the consultant to the Company. No cash consideration will be paid by the consultant on the grant of his Options.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottee shall be Mr Roderick Smith or his nominee.

(e) The terms of the equity securities

The Options will be issued on the terms and conditions set out in Annexure C.

Page 15

Apollo Notice of EGM

(f) The intended use of the funds raised

No funds will be raised from the issue of the Options.

(g) The dates of allotment or a statement that allotment will occur progressively

The Options will be allotted progressively.

6.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 6 as the issue of the proposed Options will provide an appropriate level of remuneration and an incentive to the consultant in their work for the Company.

Page 16

Apollo Notice of EGM

SCHEDULE 1 GLOSSARY

The following is a glossary of various words and their meanings used in the Notice and Additional Information:

“Associate” has the meaning given by Sections 10 to 17 of the Corporations Act;

“ASX” means ASX Limited ACN 008 624 691 and the market operated by it, as the context requires;

“ASX Listing Rules” means the Listing Rules of ASX and any other rules of ASX which are applicable while the entity is admitted to the official list of ASX, each as amended or replaced from time to time except to the extent of any express written waiver by ASX;

“Board” means the Board of Directors;

“ Business Day ” has the same meaning as in the Listing Rules;

“Company” means Apollo Minerals Limited (ABN 96 125 222 924) of Level 10, 1 Margaret Street, Sydney, NSW 2000;

“Corporations Act” means Corporations Act 2001 (Cth) ;

“Director” means a director of the Company;

“Explanatory Memorandum” means the explanatory memorandum which accompanies and forms part of this Notice;

“Meeting” means the general meeting convened by the Notice;

“Notice” means this notice of general meeting;

“Officer” has the same meaning as in the Corporations Act;

“Option” means an option to subscribe for a Share;

" Related Parties " means, in respect of an individual, an Associate of that individual or which is a company, trust, person or superannuation scheme for the benefit of any member of the family of that individual;

“Resolution” means a resolution to be considered at the Meeting;

“ Securities ” means Shares and/or Options;

“Share” means an ordinary share in the issued capital of the Company; and

“Shareholder” means the holder of a Share.

Page 17

Apollo Notice of EGM

ANNEXURE A (Resolution 2)

The terms and conditions of the Annexure A Options shall be as follows:

(a) Each Annexure A Option entitles the holder to acquire one (1) Share.
(b) Subject to paragraphs (c) to (e) inclusive below, the Annexure A Options are exercisable at any time within five years of the date of their issue ( Annexure A Option Exercise Period ) by completing an exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure A Options are exercised to the registered office of the Company or to the share registry of the Company.
(c) The Annexure A Options may only be exercised if the Annexure A Option holder’s total registered holding of Shares in the capital of the Company when combined with any other Shares held by any member of the China Armco Metals Inc. group of companies falls at any time below 19.9 per cent of the total issued ordinary share capital of the Company, in which case the Annexure A Option holder may only exercise such number of Annexure A Options as will restore the total registered holding of Shares of the Company to 19.9 per cent of the total issued ordinary share capital of the Company.
(d) Pursuant to the terms of the Subscription Agreement dated 2 June 2010 between the Company and China Armco Metals Inc., the exercise of the Annexure A Options is subject to receipt from ASX of a waiver from ASX Listing Rule 6.18 and to any conditions imposed by ASX when granting a waiver.
(e) The Annexure A Options will vest and become exercisable as follows ( Annexure A Option Vesting Date ): 2,500,000 Annexure A Options vest on the first anniversary of the date of their issue with a further 2,500,000 Annexure A Options vesting on the second anniversary of the date of their issue.
(f) The Annexure A Option exercise price is A$0.25 per Annexure A Option. (g) The Annexure A Options will not be transferable in whole or in part at any time prior to expiry.
(h) Shares issued on the exercise of an Annexure A Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure A Option will rank equally with the then issued ordinary shares of the Company in all respects. Official quotation of those Shares on the ASX will be sought.

Apollo Minerals Notice of EGM

(i) The Annexure A Option holder shall be permitted to participate in a new issue of securities on the prior exercise of Annexure A Options in which case the Annexure A Option holder shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure A Options.
(j) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the Annexure A Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
(k) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure A Option is exercisable may be increased by the number of Shares which the holder of the Annexure A Option would have received if the Annexure A Option had been exercised before the record date for the bonus issue.
(l) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure A Option may be reduced in accordance with the ASX Listing Rules.
(m) Reminder notices will be forwarded to the Annexure A Option holder prior to the expiry of the Annexure A Options. Annexure A Options not exercised before the expiry of the Annexure A Option Exercise Period will lapse.
(n) The Annexure A Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by the Annexure A Option holder free of charge. Shares to be allotted on exercise of Annexure A Options will be recorded on the Company's share register.
(o) The Company does not intend to seek quotation of the Annexure A Options on ASX.
(p) The Annexure A Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

Apollo Minerals Notice of EGM

ANNEXURE B (Resolution 3)

The terms and conditions of the Annexure B Options shall be as follows:

(a) Each Annexure B Option entitles the holder to acquire one (1) Share.
(b) The Annexure B Options are exercisable at any time on or prior to 5.00pm AEST on 30 June 2012 ( Annexure B Option Exercise Period ) by completing an Annexure B Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure B Options are exercised to the registered office of the Company or to the share registry of the Company.
(c) The Annexure B Option exercise price is $0.25 per Annexure B Option.
(d) The Annexure B Options will be freely transferable in whole or in part at any time prior to expiry.
(e) Shares issued on the exercise of an Annexure B Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure B Option will rank equally with the then issued ordinary shares of the Company in all respects. Official Quotation of those Shares on the ASX will be sought.
(f) Annexure B Option holders shall be permitted to participate in new issues of securities on the prior exercise of their Annexure B Options in which case the Annexure B Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure B Options.
(g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure B Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
(h) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure B Option is exercisable may be increased by the number of Shares which the holder of the Annexure B Option would have received if the Annexure B Option had been exercised before the record date for the bonus issue.
(i) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure B Option may be reduced in accordance with ASX Listing Rule 6.22.
(j) Reminder notices will be forwarded to the Annexure B Option holders prior to the expiry of the Annexure B Option Exercise Period. Annexure B Options not exercised before the expiry of the Annexure B Option Exercise Period will lapse.

Apollo Minerals Notice of EGM

(k) The Annexure B Options will be recorded on the Company's register of Annexure B Option holders maintained at the share registry. The register will be open for inspection by an Annexure B Option holder free of charge. Shares to be allotted on exercise of Annexure B Options will be recorded on the Company's share register.
(l) The Company does not intend to seek quotation of the Annexure B Options on the ASX.
(m) The Annexure B Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

Apollo Minerals Notice of EGM

ANNEXURE C

(Resolution 6)

The terms and conditions of the Annexure C Options shall be as follows:

(a) Each Annexure C Option entitles the holder to acquire one (1) Share.
(b) The Annexure C Options are exercisable at any time on or prior to 5.00pm EST on 15 June 2012 for 250,000 options, 15 September 2012 for 250,000 options, 15 December 2012 for 250,000 options, and 15 March 2013 for 250,000 options (each an Annexure C Option Exercise Period ) by completing an Annexure C Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure C Options are exercised to the registered office of the Company or to the share registry of the Company.
(c) The Annexure C Option exercise price is $0.25 per Annexure C Option.
(d) The Annexure C Options will be freely transferable in whole or in part at any time prior to expiry.
(e) Shares issued on the exercise of an Annexure C Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure C Option will rank equally with the then issued ordinary shares of the Company in all respects. Official Quotation of those Shares on the ASX will be sought.
(f) Annexure C Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure C Options in which case the Annexure C Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure C Options.
(g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure C Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
(h) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure C Option is exercisable may be increased by the number of Shares which the holder of the Annexure C Option would have received if the Annexure C Option had been exercised before the record date for the bonus issue.
(i) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure C Option may be reduced in accordance with ASX Listing Rule 6.22.
(j) Reminder notices will be forwarded to the Annexure C Option holders prior to the expiry of the Annexure C Options. Annexure C Options not exercised before the expiry of the relevant Annexure C Option Exercise Period will lapse.

Apollo Minerals Notice of EGM

(k) The Annexure C Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by an Annexure C Option holder free of charge. Shares to be allotted on exercise of Annexure C Options will be recorded on the Company's share register.
(l) The Annexure C Options will not be quoted on the ASX.
(m) The Annexure C Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

Apollo Minerals Notice of EGM

This page has been left blank intentionally.