Skip to main content

AI assistant

Sign in to chat with this filing

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

CHARGER METALS NL Proxy Solicitation & Information Statement 2023

Jun 1, 2023

64650_rns_2023-06-01_b3511b5b-5f70-404e-8ae0-c1ae15d0d031.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

Charger Metals NL ACN 646 203 465

ADDENDUM TO NOTICE OF GENERAL MEETING

Notice is given that in relation to the Notice of General Meeting dated 9 May 2023 ( Notice of Meeting ) in respect of a general meeting of shareholders of Charger Metals NL ACN 646 203 465 ( Company ) scheduled to be held at Level 3, 30 Richardson Street, West Perth, Western Australia, 6005 on Tuesday, 13 June 2023, commencing at 10.00am (WST) ( Meeting ), the Directors have determined to issue this addendum to the Notice of Meeting ( Addendum ), to provide amended disclosure as set out below.

This Addendum supplements the Notice of Meeting and should be read in its entirety and in conjunction with the Notice of Meeting. To the extent of any inconsistency, this Addendum will prevail over the Notice of Meeting.

All Resolutions proposed in the Notice of Meeting remains unchanged. Except as set out below, all information in the Notice of Meeting (including the Explanatory Memorandum) remains unchanged.

The Company confirms that the Meeting will be held as scheduled at Level 3, 30 Richardson Street, West Perth, Western Australia, 6005 on Tuesday, 13 June 2023, commencing at 10.00am (WST).

Defined terms used in this Addendum have the same meaning as terms defined in the Notice of Meeting unless otherwise provided for in this Addendum.

The Company confirms that there have been no changes to the Proxy Form previously provided to Shareholders. Shareholders are advised as follows:

  • If you have already completed and returned the Proxy Form previously provided with the Notice of Meeting and you wish to change your vote, you must complete and return a new Proxy Form. Please contact the Company if you require a new Proxy Form.

  • If you have already completed and returned the Proxy Form previously provided with the Notice of Meeting and you do not wish to change your vote, you do not need to take any action. The Proxy Form already submitted by you will be accepted by the Company unless you submit a new Proxy Form.

  • If you have not yet completed and returned a Proxy Form, and you wish to vote on the Resolutions on the information amended by this Addendum, please complete and return the Proxy Form.

Shareholders should contact the Company Secretary on +61 8 6146 5325 if they have any queries in respect of the matters set out in this Addendum.

Background to this Addendum

Resolution1 relates to the Acquisition, being the proposed acquisition by the Company of LIT’s 30% interest in the Lake Johnston Project in consideration for the issue of 7,000,000 Shares and the grant of the Offtake First Right of Refusal.

Resolution 1 seeks Shareholder approval for the purposes of:

  • ASX Listing Rule 10.1 for the acquisition of a substantial asset (the Sale Interest, being LIT’s 30% interest in the Lake Johnston Project) from a substantial holder (10% or more) of the Company; and

  • item 7 of section 611 of the Corporations Act to allow the issue of the Consideration Shares (being 7,000,000 Shares) as consideration for acquiring the Sale Interest (being LIT’s 30% interest in the Lake Johnston Project).

Mr Adrian Griffin, a Non-Executive Director of the Company, provides, through his family trust, the Future Technology Trust, consultancy services to LIT on commercial terms and has a relevant interest in 23,893,151 fully paid ordinary shares in LIT ( LIT Shares ) (collectively constituting a 1.96% interest in LIT on an undiluted basis) and 6,730,666 listed options to subscribe for LIT Shares (exercisable at $0.0499 and expiring on 28 February 2025) (constituting in aggregate a 2.51% interest in LIT on a fully diluted basis).

The Directors would like to advise Shareholders that Mr Griffin, in light of the above, has now determined that he will decline from making a recommendation on Resolution 1 and will abstain from voting on Resolution 1 in respect of the Shares in which he has a relevant interest.

In addition to the above, the Directors (other than Mr Griffin) would like to advise Shareholders that they intend to vote, or procure that the appropriate entity votes, any Shares owned or controlled by the relevant Director in favour of Resolution 1.

Amendment to Explanatory Statement

By this Addendum, the “Directors’ interests and recommendations” section of Section 2.3 of the Explanatory Memorandum is deleted and replaced with the following:

Directors’ interests and recommendations

Mr Adrian Griffin, a Non-Executive Director of the Company provides, through his family trust, the Future Technology Trust, consultancy services to LIT on commercial terms and has a relevant interest in 23,893,151 fully paid ordinary shares in LIT ( LIT Shares ) (constituting a 1.96% interest in LIT on an undiluted basis) and 6,730,666 listed options to subscribe for LIT Shares (exercisable at $0.0499 and expiring on 28 February 2025) (collectively constituting a 2.51% interest in LIT on a fully diluted basis). Accordingly, Mr Griffin has determined that he will decline from making a recommendation on Resolution 1 and will abstain from voting on Resolution 1 in respect of the Shares in which he has a relevant interest.

Except for the foregoing, no Director has a material personal interest in the issue of the Consideration Shares to LIT under Resolution 1.

Except for Mr Griffin who declines to give any opinion or recommendation given his relationship with, and interest in, LIT (as set above), the Directors are of the opinion that the Acquisition is in the best interests of the Shareholders and accordingly the Directors (other than Mr Griffin) recommend that Shareholders vote in favour of Resolution 1. The Directors’ (other than Mr Griffin) recommendations are based on the reasons set out in Section 1.7.

Except for Mr Griffin who, given his relationship with, and interest in, LIT (as set above), intends to abstain from voting on Resolution 1 in respect of the Shares in which he has a relevant interest, the Directors intend to vote, or procure that the appropriate entity votes, any Shares owned or controlled by the relevant Director in favour of Resolution 1.

By Order of the Board of Directors

Jonathan Whyte Company Secretary Charger Metals NL

2 June 2023