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ARIKA RESOURCES LIMITED Proxy Solicitation & Information Statement 2022

Jul 4, 2022

64420_rns_2022-07-04_749f259a-046c-4b29-b421-afc05f071f71.pdf

Proxy Solicitation & Information Statement

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Address: 45 Guthrie St Osborne Park, WA, 6017 Postal: PO Box 6731 East Perth, WA, 6892, Australia Phone: 61 8 9221 6813 Fax: 61 8 9221 3091 Email: [email protected]

ABN: 63 124 706 449

5 July 2022

The Company Announcements Officer The Australian Securities Exchange Level 40, 152-158 St Georges Terrace Perth WA 6000

CLARIFICATION WITH RESPECT TO GENERAL MEETINGS

SCHEDULED FOR 4 JULY 2022

  • 1 The Court has ordered that Nex Metals Explorations Limited (‘ NME ’) provide shareholders with this communication, to avoid any confusion about the NME extraordinary general meetings that were scheduled to take place on 4 July 2022.

  • 2 The Supreme Court of Western Australia has declared that the notice of meeting issued by Metalicity Limited (‘ MCT ’) dated 24 March 2022 (‘ the MCT Notice ’) is invalid under the Corporations Act 2001 (Cth). NME released a copy of the declaration and associated orders to ASX on 30 June 2022.

  • 3

The consequence of the Court’s declaration is that:

  • 3.1 the extraordinary general meeting referred to in the MCT Notice will NOT be proceeding (‘ s249F Meeting ’); and

  • 3.2 any proxy forms submitted by shareholders in respect of the s249F Meeting will NOT be acted on (in which case you will need to lodge a proxy form for the meeting referred to below, if you have not already).

  • 4 The extraordinary general meeting called by NME’s notice dated 3 June 2022 (‘ the EGM Notice ’) and scheduled for 4 July 2022, commencing at 8:00am (AWST) (‘ EGM ’), has been adjourned , by order of the Supreme Court of Western Australia, to 25 July 2022, commencing at 9:00am (AWST) .

  • 5 Shareholders can attend the EGM and vote (including via corporate representative):

  • 5.1 in person, at the Goodearth Hotel, 195 Adelaide Terrace, Perth; and

  • 5.2 virtually, using the login details contained in the EGM Notice.

  • 6 As shown in the EGM Notice, the resolutions to be considered at the EGM will include those resolutions set out in the MCT Notice (i.e. for the proposed removal of all current NME directors and election of alternative directors).

  • 7 If you have already submitted a proxy form with respect to the EGM, then (subject to what is said in paragraph 8 below) those proxy forms WILL be acted upon. You do not need to complete the proxy form that is enclosed with this notice.

  • 8 If you have already submitted a proxy form with respect to the EGM, but wish to change your proxy, or your instructions to your proxy, you may submit a fresh proxy form. Only the later proxy form will be considered.

Address: 45 Guthrie St Osborne Park, WA, 6017 Postal: PO Box 6731 East Perth, WA, 6892, Australia Phone: 61 8 9221 6813 Fax: 61 8 9221 3091 Email: [email protected]

ABN: 63 124 706 449

  • 9 If you have not submitted a proxy form with respect to the EGM, then you still have an opportunity to do so.

  • 10 A copy of the proxy form is enclosed with this letter in case you have misplaced your proxy form.

  • 11 You can submit a proxy form online, by fax, by post or by hand using the information in the EGM Notice and on the proxy form.

  • 12 Please note, all proxy forms need to be received by Advanced Share Registry Limited ( ASR ) no later than 9:00am (AWST) 23 July 2022 , being 48 hours prior to the EGM.

  • 13 For any other information about the EGM, please refer to the EGM Notice, a copy of which can also be accessed on NME’s website and on the ASX Markets Announcements Platform.

  • 14 If you have any other queries, including to confirm if you have already lodged a proxy form for the EGM, please contact ASR on +61 8 9389 8033.

This announcement is authorised by Kenneth Allen

ENDS.

LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

ADJOURNED - GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Nex Metals Explorations Ltd and entitled to attend and vote hereby:

ADJOURNED - GENERAL MEETING PROXY FORM
I/We being shareholder(s) of Nex Metals Explorations Ltd and entitled to attend and vote hereby:
STEP 1 APPOINT A PROXY
The Chair of
the Meeting
OR
PLEASE NOTE:If you leave the section blank, the Chair
of the Meeting will be your proxy.
or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act
generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the
extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be heldat 9:00 am (AWST) on 25 July 2022 at Goodearth Hotel,
195 Adelaide Terrace, Perth WA, 6000 and virtuallyand at any adjournment or postponement of that Meeting.
Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote undirected proxiesagainstResolutions 1-6 .
STEP 2 VOTING DIRECTIONS
Resolutions
For
Against
Abstain*
1
Removal of Mr Kenneth Allen as a Director of the Company


2
Removal of Mr Thomas Francis Percy QC as a Director of the Company


3
Removal of Mr Hock Hoo Chua as a Director of the Company


4
Appointment of external nominee, Alexander James Neuling, as a director of the Company


5
Appointment of external nominee, Justin Charles Barton, as a director of the Company


6
Appointment of external nominee, Kevin David O’Sullivan, as a director of the Company


* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and
your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1(Individual)
Joint Shareholder 2(Individual)
Joint Shareholder 3(Individual)
3 Sole Director and Sole CompanySecretary
Director/CompanySecretary (Delete one)
Director
STEP This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of
attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed
in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Email Address
Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend remittance,
and selected announcements.

NEX METALS EXPLORATIONS LTD - ADJOURNED GENERAL MEETING

The Company has determined that Shareholders will be able to attend and participate in the Meeting at 9:00 am (AWST) on 25 July 2022 at Goodearth Hotel, 195 Adelaide Terrace, Perth WA, 6000 or through an online platform provided by Advanced Share Registry.

To facilitate such participation, voting on each Resolution will occur by a poll rather than a show of hands.

A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to attend the Meeting and vote online. Please refer to the Meeting ID and Shareholder ID on the proxy form to login to the website.

Shareholders may submit questions ahead of the Meeting via the portal.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

If you have already submitted a proxy form with respect to the EGM, then (subject to what is said in paragraph 8 below) those proxy forms WILL be acted upon. You do not need to complete the proxy form that is enclosed with this notice.

If you have already submitted a proxy form with respect to the EGM, but wish to change your proxy, or your instructions to your proxy, you may submit a fresh proxy form. Only the later proxy form will be considered.

If you have not submitted a proxy form with respect to the EGM, then you still have an opportunity to do so.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 9:00 am (AWST) on 23 July 2022, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

To appoint a second proxy you must:

  • (a) on each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

  • (b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

BY FAX +61 8 6370 4203

BY EMAIL [email protected]

IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033