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Brockman Mining Limited — Proxy Solicitation & Information Statement 2018
Dec 18, 2018
48994_rns_2018-12-18_132e933e-abff-4ad3-abd8-4a54e4671f4e.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
BROCKMAN MINING LIMITED 布萊克萬礦業有限公司[*]
(incorporated in Bermuda with limited liability)
(SEHK Stock Code: 159)
(ASX Stock Code: BCK)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Brockman Mining Limited (the “ Company ”) will be held at Suite 3903B, 39/F Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Tuesday, 8 January 2019 at Hong Kong time 10 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments:
ORDINARY RESOLUTION
“ THAT :
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(A) the farm-in and joint venture agreement dated 26 July 2018 (“ FJV Agreement ”, a copy of which has been marked “A” and produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification) entered into between Brockman Iron Pty Ltd (a wholly-owned subsidiary of the Company) and Polaris Metals Pty Ltd (a wholly-owned subsidiary of Mineral Resources Limited) (“ Polaris ”), pursuant to which subject to the terms and conditions therein Polaris may farm-in by satisfying the farm-in obligations (details of which are set out in the Company’s circular dated 19 December 2018) and earn a 50% interest in the Marillana Project (a 100% owned iron ore project of the Company located in the Hamersley Iron Province within the Pilbara region of Western Australia), and all transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and
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(B) the directors of the Company (“ Directors ”) or a duly authorised committee of the board of Directors (“ Board ”) be and are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments) which are in their opinion, necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the FJV Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection
- for identification purpose only
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therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith.”
By order of the Board Brockman Mining Limited Chan Kam Kwan, Jason Company Secretary
Hong Kong, 19 December 2018
Registered office: Head office and principal place of business Clarendon House in Hong Kong: 2 Church Street Suite 3903B Hamilton HM11 39/F Far East Finance Centre Bermuda 16 Harcourt Road Admiralty Hong Kong
Notes:
- A member entitled to attend and vote at the SGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the shareholders of the Company had a material interest in the transactions contemplated under the FJV Agreement (“ Transactions ”) (other than being a shareholder of the Company) as at 12 December 2018 (being the latest practicable date prior to printing of the Company’s circular dated 19 December 2018 (“ Circular ”) for ascertaining certain information in the Circular) and therefore no shareholder of the Company would be required to abstain from voting on the ordinary resolution at the SGM. None of the Directors have a material interest in the Transactions and as such none of the Directors abstained from voting on the relevant board resolution in relation to the Transactions.
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A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he so wish.
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If your shares in the Company are recorded under the Company’s Hong Kong share registrar or the Company’s Bermuda principal share registrar, please complete the Hong Kong proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.
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If your shares in the Company are recorded under the Company’s Australia share registrar, please complete the Australia proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form. You can appoint up to two proxies by lodging the Australia proxy form. Should you wish to appoint more proxies, please fax your written request to the Company at +852 3007 9138 no later than 10 a.m. Australian Western Standard Time on 6 January 2019.
As at the date of this announcement, the Board comprises Mr. Kwai Sze Hoi (Chairman), Mr. Liu Zhengui (Vice Chairman) and Mr. Ross Stewart Norgard as non-executive directors; Mr. Chan Kam Kwan, Jason (Company Secretary), Mr. Kwai Kwun, Lawrence and Mr. Colin Paterson as executive directors; and Mr. Yap Fat Suan, Henry, Mr. Uwe Henke Von Parpart and Mr. Choi Yue Chun, Eugene as independent non-executive directors.
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