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Celsius Resources Limited — Proxy Solicitation & Information Statement 2017
Jan 31, 2017
10450_rns_2017-01-31_7f7f4a3c-dccd-4c84-8a92-b9ce00b4fed1.pdf
Proxy Solicitation & Information Statement
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CELSIUS RESOURCES LIMITED
ACN 009 162 949
NOTICE OF GENERAL MEETING
TIME : 11:00am (WST) DATE : 2 March 2017 PLACE : London House Level 3, 216 St Georges Terrace Perth, Western Australia
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss any of the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9226 4500.
C O N T E N TS
| Business of the Meeting (setting out the proposed Resolutions) | 3 |
|---|---|
| Explanatory Statement (explaining the proposed Resolutions) | 5 |
| Glossary | 9 |
| Schedule 1 – Terms and Conditions of Options | 10 |
| Proxy Form |
I M P O R T A N T I NF O R MA T I O N
Time and place of Meeting
Notice is given that the Meeting will be held at 11:00am on 2 March 2017 at London House, Level 3, 216 St Georges Terrace, Perth, Western Australia
Your vote is important
The business of the Meeting affects your shareholding and your vote is important.
Voting eligibility
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm on 28 February 2017.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the chair of the meeting, who must vote the proxies as directed.
Further details on these changes are set out below.
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Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :
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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); and
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if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
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if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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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).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
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an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and
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the appointed proxy is not the chair of the meeting; and
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at the meeting, a poll is duly demanded on the resolution; and
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either of the following applies:
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the proxy is not recorded as attending the meeting; or
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the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
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B U S I N ES S OF TH E M EE T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER ADDITIONAL OFFER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 44,204,315 Shares on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF OPTIONS UNDER ADDITIONAL OFFER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 14,734,772 Options on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
3. RESOLUTION 3 – APPROVAL FOR ISSUE OF CONSIDERATION SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 27,777,773 Shares on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
4. RESOLUTION 4 – APPROVAL FOR ISSUE OF SHARES UNDER PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares which, when
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multiplied by the Issue Price, will raise up to $1,000,000 on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Dated: 1 February 2017
By order of the Board
MR RANKO MATIC NON-EXECUTIVE DIRECTOR COMPANY SECRETARY CELSIUS RESOURCES LIMITED
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E X PL A N A T O R Y S T A T EM E N T
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. BACKGROUND TO RESOLUTIONS 1 AND 2 1.1 Background
On 30 November 2016, the Company lodged a Supplementary Prospectus to be read in conjunction with the Replacement Prospectus lodged on 24 November 2016, for the purposes of providing new information to investors relating to an additional offer of Shares and Options in connection with the public offer under the Replacement Prospectus ( Supplementary Prospectus ).
The offer under the Supplementary Prospectus was for up to an additional 44,204,315 Shares at an issue price of $0.01 per Share to raise up to $442,043, together with one (1) free attaching Option for every three (3) Shares issued, exercisable at $0.01 on or before 30 December 2018 (being an additional 14,734,772 Options) ( Additional Offer ).
On 14 December 2016 the Company issued a total of 44,204,315 Shares (and 14,734,772 Options pursuant to the Additional Offer under its existing placement capacity pursuant to ASX Listing Rule 7.1 (35,363,452 Shares) and 7.1A (8,840,863 Shares and 14,734,772 Options) ( Additional Securities ).
Resolutions 1 and 2 seek shareholder approval to ratify the issue of the Additional Securities issued under the Company’s placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A.
2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER ADDITIONAL OFFER 2.1 General
As detailed above in Section 1.1, on 14 December 2016 the Company issued a total of 44,204,315 Shares pursuant to the Additional Offer under its existing placement capacity pursuant to ASX Listing Rule 7.1 (35,363,452 Shares) and 7.1A (8,840,863 Shares).
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 in respect of the Shares issued under the Additional Offer ( Ratification ).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
ASX Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue equity securities up to 10% of its issued capital. The Company obtained approval for the additional 10% annual placement capacity at its annual general meeting in November 2016. Under Listing Rule 7.1A, any securities issued under the 10% additional placement capacity will be counted toward the 10% limit pursuant to Listing Rule 7.1A for a period of 12 months from the date of issue unless Shareholders approve the issue of those securities.
By ratifying the issue of the Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.
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2.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:
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(a) 44,204,315 Shares were issued, consisting of:
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(i) 35,363,452 Shares under the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1; and
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(ii) 8,840,863 Shares under the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1A;
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(b) the issue price was $0.01 per Share;
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(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
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(d) the Shares were issued to retail and sophisticated investors in Australia. None of these subscribers are related parties of the Company; and
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(e) the Company intends to apply the funds raised from the issue of the Shares towards:
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(i) asset acquisition opportunities adjacent to/complementary with the Abednegno Hill Project;
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(ii) assess new opportunities in the resources sector;
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(iii) expenses of the offer; and
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(iv) for general working capital purposes.
3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF OPTIONS UNDER ADDITIONAL OFFER 3.1 General
As detailed above in Section 1.1, on 14 December 2016 the Company issued a total of 14,734,772 Options pursuant to the Additional Offer under its existing placement capacity pursuant to ASX Listing Rule 7.1A. The Options were issued free attaching for every three (3) Shares issued under the Additional Offer, exercisable at $0.01 on or before 30 December 2018.
Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Options under the Additional Offer ( Ratification ).
A summary of ASX Listing Rule 7.1 and 7.4 is set out in Section 2.1 above.
By ratifying the issue of Options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.
3.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 2:
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(a) 14,734,772 Options were issued;
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(b) the issue price of the Options was nil as they were issued free attaching with the Shares on a 1:3 basis;
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(c) the Options will be issued on the terms and conditions set out in Schedule 1;
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- (d) the Options were issued to retail investors and sophisticated investors in Australia. None of these subscribers are related parties of the Company; and
(e) no funds were raised from this issue as the Options were issued free attaching with the Shares on a 1:3 basis.
4. RESOLUTION 3 – ISSUE OF CONSIDERATION SHARES 4.1 Background
As announced on 19 January 2017, the Company has entered into a binding Heads of Agreement ( Heads of Agreement ) pursuant to which the Company has agreed to acquire 100% of the shares in Opuwo Cobalt Pty Ltd (ACN 614 726 359) ( Opuwo ), which holds an option to acquire the Opuwo Cobalt Project in Namibia ( Project ) ( Acquisition ). The Project is located in north western Namibia, approximately 800 km by road from the capital, Windhoek, and approximately 750 km from the port at Walvis Bay.
Opuwo has entered into a joint venture agreement ( JVA ) pursuant to which Opuwo is granted an option to earn stage interests in the Project.
The Project has excellent infrastructure with the regional capital of Opuwo approximately 30 km to the south, where services such as accommodation, fuel, supplies, and an airport and hospital are available, and good quality bitumen roads connecting Opuwo to Windhoek and Walvis Bay. The Ruacana hydro power station (320 MW), which supplies the majority of Namibia’s power, is located nearby, and a 66 kV transmission line passes through the eastern boundary of the project. Additionally, the dolomite ore formation on the Project is an early stage occurance of Cu-Co which has the potential to become economic if higher grade zones can be identified from drilling, and if those zones have scale.
The Company will gain exposure to the Project by acquiring 100% of Opuwo, which in turns holds the right to earn up to 76% of the Project by expenditure on exploration:
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(a) an initial 30% interest will be earned by expenditure of $500,000 within 6 months of exercising the option to proceed;
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(b) a further 30% to be earnt following expenditure of a further $1,000,000 within 12 months of completing the stage 1 earn in; and
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(c) a final 16% to be earnt following expenditure of a further $1,000,000 within 6 months of completing the stage 3 earn in.
Following the earning of the 76% interest all parties will be required to contribute to exploration. The Company has paid $25,000 for a 3 month exclusivity payment, effective immediately, for this project opportunity. The Acquisition will be satisfied by the issuing of 27,777,773 shares to the shareholders of Opuwo, subject to shareholder approval of Resolution 3.
4.2 General
As detailed above in Section 4.1, Resolution 3 seeks Shareholder approval for the issue of up to 27,777,773 Shares as consideration for the Acquisition at a deemed issue price of $0.01 per Share ( Consideration Shares ).
A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.
The effect of Resolution 3 will be to allow the Company to issue the Consideration Shares during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.
4.3
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:
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(a) the maximum number of Shares to be issued is 27,777,773;
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(b) the Shares will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
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(c) the deemed issue price will be $0.01 per Share;
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(d) the Shares will be issued to the shareholders of Opuwo. None of these subscribers are or will be related parties of the Company;
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(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
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(f) no funds will be raised from the placement as the Shares are being issued in consideration for the Acquisition.
5. RESOLUTION 4 – ISSUE OF SHARES UNDER PLACEMENT 5.1 General
Resolution 4 seeks Shareholder approval for the issue of up to that number of Shares which, multiplied by an issue price per Share of at least 80% of the VWAP of Shares calculated over the last 5 days on which sales of Shares were recorded before the date of issue of the Shares ( Issue Price ) to raise up to $1,000,000 ( Placement ).
The funds from the Placement will be applied towards the Project as detailed above in Section 4.1 and general working capital.
A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.
The effect of Resolution 4 will be to allow the Company to issue the Shares during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.
5.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:
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(a) the maximum number of Shares to be issued is that number of Shares which, multiplied by an issue price per Share of at least 80% of the VWAP of Shares calculated over the last 5 days on which sales of Shares were recorded before the date of issue of the Shares equals $1,000,000;
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(b) the Shares will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
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(c) the issue price will be at least 80% of the VWAP of Shares calculated over the last 5 days on which sales of Shares were recorded before the date of issue of the Shares;
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(d) the Shares will be issued to sophisticated and professional investors. None of these subscribers are or will be related parties of the Company;
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(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
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(f) the Company intends to apply the funds raised from the issue of the Placement Shares towards funding the Project and general working capital.
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G L O S S AR Y
$ means Australian dollars.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
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 Meeting.
Company means Celsius Resources Limited (ACN 009 162 949).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Placement means the placement of Shares as defined in Section 5.1.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of this Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
VWAP means volume weighted average price.
WST means Western Standard Time as observed in Perth, Western Australia.
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S C H E DU L E 1 – TE R MS A N D C O N D IT I O N S O F O P T I O N S
1. Terms and Conditions of Options
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.01 ( Exercise Price ).
(c) Expiry Date
Each Option will expire at 5:00 pm (WST) on 30 December 2018 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
- (e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
(g) Timing of issue of Shares on exercise
Within 15 Business Days after the Exercise Date, the Company will:
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(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
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(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
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(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
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(iv) If a notice delivered under 14.3(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after
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becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(i) Quotation of Shares issued on exercise
If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.
(j) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(l) Change in exercise price
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(m) Quoted
The Company will apply for quotation of the Options on ASX.
(n) Transferability
The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities.
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CELSIUS RESOURCES LIMITED | ABN 95 009 162 949
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Holder Number:
Vote by Proxy
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