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CORE ENERGY MINERALS LTD — Proxy Solicitation & Information Statement 2007
Apr 18, 2007
64702_rns_2007-04-18_8be96270-61ae-453d-a2fa-d486931dda08.pdf
Proxy Solicitation & Information Statement
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GLOBAL APPROACH LIMITED ACN 009 118 861
NOTICE OF EXTRAORDINARY GENERAL MEETING
AND EXPLANATORY MEMORANDUM
Date of Meeting: Time of Meeting: Place of Meeting:
18 May 2007 11.00am (Brisbane time) Offices of Hopgood Ganim Lawyers Level 8, Waterfront Place 1 Eagle Street Brisbane, Queensland
This Notice of Extraordinary General Meeting 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 prior to voting.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that the Extraordinary General Meeting of shareholders of GLOBAL APPROACH LIMITED ACN 009 118 861 (the Company) will be held at the offices of Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland on 18 May 2007 at 11.00am (Brisbane time).
AGENDA
SPECIAL BUSINESS
1. ISSUE OF SHARES PURSUANT TO SHARE PURCHASE PLAN
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with ASX Listing Rule 7.1 and for all other purposes, the Directors of the Company be authorised to issue up to one hundred and eleven million, seven hundred and fifty thousand (111,750,000) ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (SPP Shares), to shareholders wishing to take up the offer under the Company's current Share Purchase Plan or otherwise to parties whom accept any placement of the shortfall under the Share Purchase Plan made by the Directors as they think fit (other than the placements that are the subject of Resolutions 2 - 5 inclusive) (Acceptees), on the terms and conditions set out in the accompanying Explanatory Memorandum."
Note: In accordance with the provisions of the ASX Listing Rules:
- (a) The Company intends to issue and allot the SPP Shares as soon as practicable following the close of the Share Purchase Plan and in any event not later than three (3) months from the date of the Meeting (unless the SPP Shares are being issued to a related party, in which case they will be issued not later than one (1) month from the date of the Meeting).
- (b) The Company will disregard any votes cast on this Resolution by:
- Acceptees; and $(i)$
- any associate of any Acceptees. $f$ ii)
- (c) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $\left(\mathbf{i}\right)$ directions on the proxy form; or
- $f(t)$ it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.
2. ISSUE OF SHARES PURSUANT TO UNDERWRITING TO JUMBO CORPORATION LIMITED
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with ASX Listing Rule 7.1 and for all other purposes, the Directors of the Company be authorised to issue up to ten million (10,000,000) ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (Jumbo Shares), to Jumbo Corporation Limited ACN 009 189 128 (Jumbo), pursuant to an underwriting agreement between Jumbo and the Company under which Jumbo agrees to take up any shortfall under the Company's current Share Purchase Plan, up to a value of three hundred thousand dollars (\$300,000)."
Note: In accordance with the provisions of the ASX Listing Rules and the Corporations Act:
- (a) The Company intends to issue and allot the Jumbo Shares as soon as practicable following the Meeting and in any event no later than three (3) months from the date of the Meeting.
- (b) The Company will disregard any votes cast on this Resolution by:
- $\theta$ Jumbo: and
- $(ii)$ any associate of Jumbo.
- (c) However, the Company need not disregard a vote if:
- $\left(\mathbf{i}\right)$ it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
- $(i)$ it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.
3. ISSUE OF SHARES PURSUANT TO UNDERWRITING TO NEWECON PTY LTD
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with the provisions of ASX Listing Rule 10.11 and Part 2E of the Corporations Act 2001 (Cth) and for all other purposes, the Directors of the Company be authorised to issue up to three million, six hundred and sixty-six thousand, six hundred and sixty-seven (3.666.667) ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (NewEcon Shares), to NewEcon Pty Ltd ACN 094 244 023 (NewEcon), an entity controlled by Mr James Canning-Ure, a director of the Company, pursuant to an underwriting agreement between NewEcon and the Company under which NewEcon agrees to take up any shortfall under the Company's current Share Purchase Plan, up to a value of one hundred and ten thousand dollars (\$110,000)."
Note: In accordance with the provisions of the ASX Listing Rules and the Corporations Act:
- (a) A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act.
- (b) The Company intends to issue the NewEcon Shares as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
- (c) The Company will disregard any votes cast on this Resolution by:
- $\langle i \rangle$ NewEcon: and
- (ii) any associate of NewEcon.
- (d) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to yote, in accordance with the (i) directions on the proxy form; or
- (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.
4. ISSUE OF SHARES PURSUANT TO UNDERWRITING TO CHIVAS GROUP PTY LTD
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with the provisions of ASX Listing Rule 10.11 and Part 2E of the Corporations Act 2001 (Cth) and for all other purposes, the Directors of the Company be authorised to issue up to two million (2,000,000) ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (Chivas Shares), to Chivas Group Pty Ltd ACN 010 964 379 (Chivas), an entity controlled by Mr David Barwick, a director of the Company, pursuant to an underwriting agreement between Chivas and the Company under which Chivas agrees to
take up any shortfall under the Company's current Share Purchase Plan, up to a value of sixty thousand dollars (\$60,000)."
Note: In accordance with the provisions of the ASX Listing Rules and the Corporations Act:
- (a) A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act.
- (b) The Company intends to issue the Chivas Shares as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
- (c) The Company will disregard any votes cast on this Resolution by:
- $\theta$ Chivas; and
- $(ii)$ any associate of Chivas.
- (d) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
- (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.
5. ISSUE OF SHARES PURSUANT TO UNDERWRITING TO FIRST APOLLO CAPITAL LIMITED
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with the provisions of ASX Listing Rule 10.11 and Part 2E of the Corporations Act 2001 (Cth) and for all other purposes, the Directors of the Company be authorised to issue up to one million, seven hundred and thirty-three thousand, three hundred and thirty-four (1,733,334) ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (FACL Shares), to First Apollo Capital Limited ACN 091 625 839 (FACL), an entity controlled by Mr Alan Phillips, who has been a director of the Company within the past six (6) months, pursuant to an underwriting agreement between FACL and the Company under which FACL agrees to take up any shortfall under the Company's current Share Purchase Plan, up to a value of fifty-two thousand dollars (\$52,000)."
Note: In accordance with the provisions of the ASX Listing Rules and the Corporations Act:
- (a) A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act.
- (b) The Company intends to issue the FACL Shares as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
- (c) The Company will disregard any votes cast on this Resolution by:
- $\left( l\right)$ FACL; and
- any associate of FACL. (ii)
- (d) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the (i) 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 (ii) accordance with the direction on the proxy form to vote as the proxy decides.
6. ISSUE OF SHARES TO DAVID BARWICK ENTITIES
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with the provisions of ASX Listing Rule 10.11 and for all other purposes, the Directors of the Company be authorised to issue ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (Shares), to David Barwick, a Director of the Company, and/or entities controlled by him, who are shareholders of the Company (David Barwick entities) pursuant to the Company's Share Purchase Plan."
Note: In accordance with the provisions of the ASX Listing Rules:
- (a) The Company intends to issue the Shares as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
- (b) The Company will disregard any votes cast on this Resolution by:
- $\langle i \rangle$ the David Barwick entities: and
- anv associate of the David Barwick entities. (ii)
- (c) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the (i) 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 (ii) accordance with the direction on the proxy form to vote as the proxy decides.
7. ISSUE OF SHARES TO MIKE VEVERKA ENTITIES
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with the provisions of ASX Listing Rule 10.11 and for all other purposes, the Directors of the Company be authorised to issue ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (Shares), to Mike Veverka, a Director of the Company, and/or entities controlled by him, who are shareholders of the Company (Mike Veverka entities) pursuant to the Company's Share Purchase Plan."
Note: In accordance with the provisions of the ASX Listing Rules:
- (a) The Company intends to issue the Shares as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
- (b) The Company will disregard any votes cast on this Resolution by:
- $\theta$ the Mike Veverka entities; and
- any associate of the Mike Veverka entities. (ii)
- (c) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $\theta$ directions on the proxy form; or
- $(ii)$ it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.
8. ISSUE OF SHARES TO DON NISSEN ENTITIES
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with the provisions of ASX Listing Rule 10.11 and for all other purposes, the Directors of the Company be authorised to issue ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (Shares), to Don Nissen, a Director of the Company, and/or entities controlled by him, who are shareholders of the Company (Don Nissen entities) pursuant to the Company's Share Purchase Plan."
Note: In accordance with the provisions of the ASX Listing Rules:
- (a) The Company intends to issue the Shares as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
- (b) The Company will disregard any votes cast on this Resolution by:
- the Don Nissen entities; and $\langle i \rangle$
- $(ii)$ any associate of the Don Nissen entities.
- (c) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the (i) directions on the proxy form; or
- (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.
9. ISSUE OF SHARES TO JAMES CANNING-URE ENTITIES
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with the provisions of ASX Listing Rule 10.11 and for all other purposes, the Directors of the Company be authorised to issue ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (Shares), to James Canning-Ure, a Director of the Company, and/or entities controlled by him, who are shareholders of the Company (James Canning-Ure entities) pursuant to the Company's Share Purchase Plan."
Note: In accordance with the provisions of the ASX Listing Rules:
- (a) The Company intends to issue the Shares as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
- (b) The Company will disregard any votes cast on this Resolution by:
- the James Canning-Ure entities; and $\left(\ddot{l}\right)$
- any associate of the James Canning-Ure entities. (ii)
- (c) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the (i) 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 $(ii)$ accordance with the direction on the proxy form to vote as the proxy decides.
ISSUE OF SHARES TO ALAN PHILLIPS ENTITIES $10.$
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That in accordance with the provisions of ASX Listing Rule 10.11 and for all other purposes, the Directors of the Company be authorised to issue ordinary shares in the capital of the Company at a price of three cents (\$0.03) each (Shares), to Alan Phillips, a former Director of the Company within the past six (6) months, and/or entities controlled by him, who are shareholders of the Company (Alan Phillips entities) pursuant to the Company's Share Purchase Plan."
Note: In accordance with the provisions of the ASX Listing Rules:
- (a) The Company intends to issue the Shares as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
- (b) The Company will disregard any votes cast on this Resolution by:
- the Alan Phillips entities; and $\theta$
- any associate of the Alan Phillips entities. $(i)$
- (c) However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $\theta$ 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 $(ii)$ accordance with the direction on the proxy form to vote as the proxy decides.
GENERAL BUSINESS
To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.
BY ORDER OF THE BOARD
Bill Lyne Company Secretary Date: 19 April 2007
EXPLANATORY MEMORANDUM
This Explanatory Memorandum is provided to shareholders of GLOBAL APPROACH LIMITED ACN 009 118 861 (the Company) to explain the resolutions to be put to shareholders at the Extraordinary General Meeting to be held at the offices of Hopgood Ganim Lawyers, Level 8. Waterfront Place, 1 Eagle Street, Brisbane, Queensland on 18 May 2007 at 11,00am (Brisbane time).
The Directors recommend shareholders read the accompanying Notice of Extraordinary General Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions to be put forward at the Meeting.
INTRODUCTION
On 23 March 2007, the Company announced a Share Purchase Plan and sent to shareholders Share Purchase Plan documents which offered to each shareholder of the Company an extra one hundred and fifty thousand (150,000) ordinary shares in the capital of the Company (Shares) at three cents (\$0.03) each (Share Purchase Plan). The Directors originally anticipated that not more than thirty percent (30%) of the Company's share capital would be taken up by shareholders under the Share Purchase Plan. This meant that under the ASX Listing Rules, the issue of shares under the Share Purchase Plan would not require the approval of the shareholders of the Company. The Directors now anticipate that more than thirty percent (30%) of the Company's share capital will be issued under the Share Purchase Plan. Clause 5.4 of the Share Purchase Plan's Terms and Conditions indicated that if the Directors deemed it likely that more than thirty percent (30%) of the Company's share capital would be issued under the Share Purchase Plan, an extraordinary general meeting would be convened in order to obtain the approval of shareholders of the Company.
Additionally, the Share Purchase Plan was not originally underwritten. Following the announcement of the Share Purchase Plan, the Company has received offers from underwriters who are interested in underwriting portions of the Share Purchase Plan. The Company has entered into separate underwriting agreements with these parties and each underwriter will receive a fee of seven percent (7%) of the value of the Shares underwritten. Some of these underwriters are related parties of the Company, and accordingly under the Corporations Act (2001) Cth (Corporations Act) and the ASX Listing Rules, the issue of shares to these underwriters requires shareholder approval.
The Directors still anticipate that the Share Purchase Plan will close at 5pm on 4 May 2007, as set forth in the Share Purchase Plan documents previously sent to shareholders. However, the issue of Shares under the Share Purchase Plan will now not take place until after the Meeting. If all the Resolutions are passed, the intention is to issue the Shares under the Share Purchase Plan as soon as practicable after the Meeting, however under the ASX Listing Rules, the Company may take up to one (1) month from the date of the Meeting to issue the Shares to the underwriters and other related parties and up to three (3) months to issue the Shares to other participants. If the Resolutions are not passed at the Meeting, the Company intends to issue the Shares in accordance with the Share Purchase Plan documents, that is, up to only thirty percent (30%) of the Company's share capital will be issued and any shortfall will be placed at the Directors' discretion.
1. ISSUE OF SHARES PURSUANT TO SHARE PURCHASE PLAN
Under ASX Listing Rule 7.1, a company is prohibited from issuing securities that constitute more than fifteen (15%) of its issued share capital in any twelve (12) month period without the approval of shareholders, or in certain excepted circumstances (15% Limit). One of the excepted circumstances is an issue of securities under a share purchase plan. However to fall within this exception, the issue must not constitute more than thirty percent (30%) of the company's issued share capital.
The Directors anticipate that more than thirty percent (30%) of the Company's issue share capital will be issued under the Share Purchase Plan. Accordingly the Company is seeking shareholder approval to the issue of Shares under the Share Purchase Plan pursuant to ASX Listing Rule 7.1.
In accordance with ASX Listing Rule 7.3, the Company provides the following information:
- The maximum number of Shares that will be issued under the Share Purchase Plan is one hundred and eleven million, seven hundred and fifty thousand (111,750,000) Shares.
- The Shares will be issued as soon as practicable following the close of the Share Purchase Plan and in any event not later than three (3) months from the date of the Meeting (unless the Shares are being issued to a related party, in which case they will be issued not later than one (1) month from the date of the Meeting).
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan.
- The Shares will be issued to those shareholders that take up the offer under the Share Purchase Plan and any underwriters of the Share Purchase Plan.
- The Shares will rank equally in all respects with the shares currently on issue in the Company.
- The funds raised under the Share Purchase Plan will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan. It is intended that the funds will be allocated as follows:
| Use of funds | Amount of funds |
|---|---|
| l Costs of the Share Purchase Plan. | \$250,000 |
| Working Capital | \$600,000 |
| New and Additional Projects | \$2,502,500 |
$2.$ ISSUE TO JUMBO CORPORATION LIMITED
The Company has entered into an underwriting agreement with Jumbo Corporation Limited ACN ACN 009 189 128 (Jumbo) dated 10 April 2007, pursuant to which Jumbo has agreed to underwrite the Share Purchase Plan, up to a value of three hundred thousand dollars (\$300,000).
ASX Listing Rule Requirements
The Company is also seeking shareholder approval under ASX Listing Rule 7.1 so that the issue of Shares to Jumbo does not fall within the Company's 15% Limit, as detailed above in relation to Resolution 1.
In accordance with ASX Listing Rule 7.3, the Company provides the following information:
• The maximum number of Shares that will be issued to Jumbo is ten million (10,000,000) Shares, provided that this does not result in Jumbo and its associates' holding in the Company exceeding 20% of the issued capital of the Company (20% Limit). Should the issue of Shares to Jumbo result in Jumbo exceeding the 20% Limit, then the number of Shares to be issued to Jumbo will be reduced to result in Jumbo holding up to the 20% Limit.
- The Shares will be issued as soon as practicable following the close of the Share Purchase Plan and in any event not later than three (3) months from the date of the Meeting.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan
- The Shares will be issued to Jumbo.
- The Shares will rank equally in all respects with the shares currently on issue in the Company.
- The funds raised from the issue to Jumbo will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
$3.$ ISSUE TO NEWECON PTY LTD
The Company has entered into an underwriting agreement with NewEcon Pty Ltd ACN 094 244 023 (NewEcon) dated 10 April 2007, pursuant to which NewEcon has agreed to underwrite the Share Purchase Plan, up to a value of one hundred and ten thousand dollars (\$110,000).
Corporations Act Requirements
Part 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.
A "related party" for the purposes of the Corporations Act is defined widely and includes a director of a public company or an entity that is controlled by a director of a public company or any entity that was a related party at any time in the previous six (6) months.
A "financial benefit" for the purposes of the Corporations Act also has a very wide meaning. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.
Resolution 3, if passed, will confer a financial benefit to NewEcon, a related party of the Company (by virtue of it being controlled by Mr James Canning-Ure, a director of the Company), and accordingly the Company seeks to obtain shareholder approval in accordance with the requirements of Part 2E of the Corporations Act. For this reason and for all other purposes the following information is provided to shareholders.
The related party to whom the Resolution would permit the financial benefit to be given
NewEcon Pty Ltd ACN 094 244 023, an entity controlled by Mr James Canning-Ure, a director of the Company.
The nature of the financial benefit
The issue of up to three million, six hundred and sixty-six thousand, six hundred and sixty-seven (3,666,667) Shares, at a total issue price of one hundred and ten thousand dollars (\$110,000). New Econ will also receive the fees described in the Introduction to this Explanatory Memorandum
Directors' recommendation
All the Directors of the Company, with the exception of Mr Canning-Ure, recommend that shareholders vote in favour of Resolution 3 because the issue of this portion of the shortfall under the Share Purchase Plan will provide funds to the Company that would otherwise not be able to be obtained.
As Mr Canning-Ure is interested in the outcome of Resolution 3, he accordingly makes no recommendation to shareholders in respect of the Resolution.
Director's interest and other remuneration
Mr Canning-Ure has a material personal interest in the outcome of Resolution 3, as it is proposed that the Shares be issued to NewEcon, a company that he controls.
Mr Canning-Ure also receives director's remuneration from the Company for his services as a Director.
Valuation
The Company has engaged Mr AW Thomas, a partner at Robertsons Chartered Accountants, to prepare a valuation of the financial benefit being provided to NewEcon (Valuation).
The Valuation has concluded that the value of the financial benefit to NewEcon is:
- \$7,700 being the underwriting fees under the underwriting agreement between that company and GLO; and
- a maximum of 3,666,667 shares in GLO, with a value of \$110,000 based on 3 cents price per share.
Any other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its Directors
There is no other information known to the Company or any of its Directors save and except as follows:
Opportunity Costs and Benefits Forgone
The opportunity cost and benefit forgone by the Company in issuing the Shares to NewEcon is the dilutionary impact on the issued share capital of the Company. However the Directors believe that the benefits received from the issue of Shares to NewEcon outweigh the costs and benefits forgone, as the issue of Shares to NewEcon will provide funds to the Company that would otherwise not be able to be obtained.
Taxation Consequences
No duty will be payable in respect of the issue of the Shares. No GST will be payable by the Company in respect of the issue of the Shares (or if it is then it will be recoverable as an input credit).
ASX Listing Rule Requirements
Under ASX Listing Rule 10.11, a company is prohibited from issuing shares to a related party unless the company obtains the approval of its shareholders. New Econ is a related party of the Company by virtue of it being controlled by Mr James Canning-Ure, a director of the Company. Accordingly, pursuant to Resolution 3, the Company is seeking shareholder approval of the issue of Shares to NewEcon under ASX Listing Rule 10.11.
If approval is given under ASX Listing Rule 10.11, approval will not be required under ASX Listing Rule 7.1.
In accordance with ASX Listing Rule 10.13, the Company provides the following information:
- The Shares will be issued to NewEcon.
- The maximum number of Shares that will be issued to NewEcon will be three million, six hundred and sixty-six thousand, six hundred and sixty-seven (3,666,667) Shares.
- The Shares will be issued as soon as practicable following the close of the Share Purchase Plan and in any event, not later than one (1) month from the date of the Meeting.
- The approval is required to be obtained because NewEcon is controlled by Mr James Canning-Ure, a director of the Company.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan.
- The funds raised from the issue to NewEcon will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
$\ddot{4}$ . ISSUE TO CHIVAS GROUP PTY LTD
The Company has entered into an underwriting agreement with Chivas Group Pty Ltd ACN 010 964 379 (Chivas) dated 10 April 2007, pursuant to which Chivas has agreed to underwrite the Share Purchase Plan, up to a value of sixty thousand dollars (\$60,000).
Corporations Act Requirements
Resolution 4, if passed, will confer a financial benefit to Chivas, a related party of the Company (by virtue of it being controlled by Mr David Barwick, a director of the Company), and accordingly the Company seeks to obtain shareholder approval in accordance with the requirements of Part 2E of the Corporations Act (as detailed above in relation to Resolution 3). For this reason and for all other purposes the following information is provided to shareholders.
The related party to whom the Resolution would permit the financial benefit to be given
Chivas Group Pty Ltd ACN 010 964 379, an entity controlled by Mr David Barwick, a director of the Company,
The nature of the financial benefit
The issue of up to two million (2,000,000) Shares at a total issue price of sixty thousand dollars (\$60,000). Chivas will also receive the fees set out in the Introduction to this Explanatory Memorandum.
Directors' recommendation
All the Directors of the Company, with the exception of Mr Barwick, recommend that shareholders vote in favour of Resolution 4 because the issue of this portion of the shortfall under the Share Purchase Plan will provide funds to the Company that would otherwise not be able to be obtained.
As Mr Barwick is interested in the outcome of Resolution 4, he accordingly makes no recommendation to shareholders in respect of Resolution 4.
Mr Barwick has a material personal interest in the outcome of the Resolution 4, as it is proposed that the Shares be issued to Chivas, a company that he controls.
Mr Barwick also receives director's remuneration from the Company for his services as the Chairman.
Valuation
The Company has engaged Mr AW Thomas, a partner at Robertsons Chartered Accountants, to prepare a valuation of the financial benefit being provided to Chivas (Valuation).
The Valuation has concluded that the value of the financial benefit to Chivas is:
- \$4,200 being the underwriting fees under the underwriting agreement between that company and GLO; and
- a maximum of 2,000,000 shares in GLO, with a value of \$60,000 based on 3 cents price per share.
Any other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its Directors
There is no other information known to the Company or any of its Directors save and except as follows:
Opportunity Costs and Benefits Forgone
The opportunity cost and benefit forgone by the Company in issuing the Shares to Chivas is the dilutionary impact on the issued share capital of the Company. However the Directors believe that the benefits received from the issue of Shares to Chivas outweigh the costs and benefits forgone. as the issue of Shares to Chivas will provide funds to the Company that would otherwise not be able to be obtained.
Taxation Consequences
No duty will be payable in respect of the issue of the Shares. No GST will be payable by the Company in respect of the issue of the Shares (or if it is then it will be recoverable as an input credit).
ASX Listing Rule Requirements
Under ASX Listing Rule 10.11, a company is prohibited from issuing shares to a related party unless the company obtains the approval of its shareholders. Chivas is a related party of the Company by virtue of it being controlled by Mr David Barwick, a director of the Company. Accordingly, pursuant to Resolution 4, the Company is seeking shareholder approval of the issue of Shares to Chivas under ASX Listing Rule 10.11.
If approval is given under ASX Listing Rule 10.11, approval will not be required under ASX Listing Rule 7.1.
In accordance with ASX Listing Rule 10.13, the Company provides the following information:
- The Shares will be issued to Chivas.
-
The maximum number of Shares that will be issued to Chivas will be two million (2,000,000) Shares.
-
The Shares will be issued as soon as practicable following the close of the Share Purchase Plan and in any event, not later than one (1) month from the date of the Meeting.
- The approval is required to be obtained because Chivas is controlled by Mr David Barwick. a director of the Company.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan.
- The funds raised from the issue to Chivas will be used to contribute to working capital, to ٠ enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
ISSUE TO FIRST APOLLO CAPITAL LIMITED $5.$
The Company has entered into an underwriting agreement with First Apollo Capital Limited ACN 091 625 839 (FACL) dated 11 April 2007, pursuant to which FACL has agreed to underwrite the Share Purchase Plan, up to a value of fifty-two thousand dollars (\$52,000).
Corporations Act Requirements
Resolution 5, if passed, will confer a financial benefit to FACL, a related party of the Company (by virtue of it being controlled by Mr Alan Phillips, a former director of the Company within the last six (6) months). Accordingly the Company seeks to obtain shareholder approval in accordance with the requirements of Part 2E of the Corporations Act (as detailed above in relation to Resolution 3). For this reason and for all other purposes the following information is provided to shareholders.
The related party to whom the Resolution would permit the financial benefit to be given
First Apollo Capital Limited ACN 091 625 839, an entity controlled by Mr Alan Phillips, a former director of the Company within the last six (6) months.
The nature of the financial benefit
The issue of up to one million, seven hundred and thirty-three thousand, three hundred and thirtyfour (1.733.334) Shares at a total issue price of fifty-two thousand dollars (\$52.000). FACL will also receive the fees set out in the Introduction to this Explanatory Memorandum.
Directors' recommendation
All the Directors of the Company recommend that shareholders vote in favour of this Resolution because the issue of this portion of the shortfall under the Share Purchase Plan will provide funds to the Company that would otherwise not be able to be obtained.
Valuation
The Company has engaged Mr AW Thomas, a partner at Robertsons Chartered Accountants, to prepare a valuation of the financial benefit being provided to FACL (Valuation).
The Valuation has concluded that the value of the financial benefit to FACL is:
- \$3,640 being the underwriting fees under the underwriting agreement between that company and GLO; and
- a maximum of 1,733,334 shares in GLO, with a value of \$52,000 based on 3 cents price per share.
Any other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its Directors
There is no other information known to the Company or any of its Directors save and except as follows:
Opportunity Costs and Benefits Forgone
The opportunity cost and benefit forgone by the Company in issuing the Shares to FACL is the dilutionary impact on the issued share capital of the Company. However the Directors believe that the benefits received from the issue of Shares to FACL outweigh the costs and benefits forgone, as the issue of Shares to FACL will provide funds to the Company that would otherwise not be able to be obtained.
Taxation Consequences
No duty will be payable in respect of the issue of the Shares. No GST will be payable by the Company in respect of the issue of the Shares (or if it is then it will be recoverable as an input credit).
ASX Listing Rule Requirements
Under ASX Listing Rule 10.11, a company is prohibited from issuing shares to a related party unless the company obtains the approval of its shareholders. FACL is a related party of the Company by virtue of it being controlled by Mr Alan Phillips, a former director of the Company within the past six (6) months. Accordingly, pursuant to Resolution 5, the Company is seeking shareholder approval of the issue of Shares to FACL under ASX Listing Rule 10.11.
If approval is given under ASX Listing Rule 10.11, approval will not be required under ASX Listing Rule 7.1.
In accordance with ASX Listing Rule 10.13, the Company provides the following information:
- The Shares will be issued to FACL.
- The maximum number of Shares that will be issued to FACL will be one million, seven hundred and thirty-three thousand, three hundred and thirty-four (1.733.334) Shares.
- The Shares will be issued as soon as practicable following the close of the Share Purchase Plan and in any event, not later than one (1) month from the date of the Meeting.
- The approval is required to be obtained because FACL is controlled by Mr Alan Phillips, a former director of the Company within the past six (6) months.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan.
- The funds raised from the issue to FACL will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
ISSUE TO DAVID BARWICK ENTITIES 6.
David Barwick, a Director of the Company, and/or entities controlled by him, who are shareholders of the Company, wish to take up their entitlement under the Share Purchase Plan. ASX Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party (being a director or entities he controls), unless the issue falls within an exception. Because the Directors anticipate that more than thirty percent (30%) of the Company's issued
capital will now be issued under the Share Purchase Plan, the Share Purchase Plan no longer falls within an exception to Listing Rule 10.11. Accordingly the Company is seeking the approval of shareholders under ASX Listing Rule 10.11.
In accordance with Listing Rule 10.13, the Company provides the following information:
- The Shares will be issued to David Barwick and/or entities he controls who are shareholders of the Company (David Barwick entities).
- The maximum number of Shares that will be issued will be the maximum number to which the David Barwick entities are entitled under the Share Purchase Plan.
- It is intended that the Shares will be issued to the David Barwick entities as soon as practicable following the close of the Share Purchase Plan and in any event, no later than one (1) month from the date of the Meeting.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan.
- The funds raised from the issue to the David Barwick entities will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
$7.$ ISSUE TO MIKE VEVERKA ENTITIES
Mike Veverka, a Director of the Company, and/or entities controlled by him, who are shareholders of the Company, wish to take up their entitlement under the Share Purchase Plan. ASX Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party (being a director or entities he controls). Because the Directors anticipate that more than thirty percent (30%) of the Company's issued capital will now be issued under the Share Purchase Plan, the Share Purchase Plan no longer falls within an exception to Listing Rule 10.11. Accordingly the Company is seeking the approval of shareholders under ASX Listing Rule 10.11.
In accordance with Listing Rule 10.13, the Company provides the following information:
- The Shares will be issued to Mike Veverka and/or entities he controls who are shareholders of the Company (Mike Veverka entities).
- The maximum number of Shares that will be issued will be the maximum number to which the Mike Veverka entities are entitled under the Share Purchase Plan.
- It is intended that the Shares will be issued to the Mike Veverka entities as soon as practicable following the close of the Share Purchase Plan and in any event, no later than one (1) month from the date of the Meeting.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan
- The funds raised from the issue to the Mike Veverka entities will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
ISSUE TO DON NISSEN ENTITIES 8.
Don Nissen, a Director of the Company, and/or entities controlled by him, who are shareholders of the Company, wish to take up their entitlement under the Share Purchase Plan. ASX Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party (being a director or entities he controls). Because the Directors anticipate that more than thirty percent (30%) of the Company's issued capital will now be issued under the Share Purchase Plan, the Share Purchase Plan no longer falls within an exception to Listing Rule 10.11. Accordingly the Company is seeking the approval of shareholders under ASX Listing Rule 10.11.
In accordance with Listing Rule 10.13, the Company provides the following information:
- The Shares will be issued to Don Nissen and/or entities he controls who are shareholders of the Company (Don Nissen entities).
- The maximum number of Shares that will be issued will be the maximum number to which the Don Nissen entities are entitled under the Share Purchase Plan.
- It is intended that the Shares will be issued to the Don Nissen entities as soon as practicable following the close of the Share Purchase Plan and in any event, no later than one (1) month from the date of the Meeting.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan.
- The funds raised from the issue to the Don Nissen entities will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
ISSUE TO JAMES CANNING-URE ENTITIES $91$
James Canning-Ure, a Director of the Company, and/or entities controlled by him, who are shareholders of the Company, wish to take up their entitlement under the Share Purchase Plan. ASX Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party (being a director or entities he controls). Because the Directors anticipate that more than thirty percent (30%) of the Company's issued capital will now be issued under the Share Purchase Plan, the Share Purchase Plan no longer falls within an exception to Listing Rule 10.11. Accordingly the Company is seeking the approval of shareholders under ASX Listing Rule 10.11.
In accordance with Listing Rule 10.13, the Company provides the following information:
- The Shares will be issued to James Canning-Ure and/or entities he controls who are shareholders of the Company (James Canning-Ure entities).
- The maximum number of Shares that will be issued will be the maximum number to which the James Canning-Ure entities are entitled under the Share Purchase Plan.
- It is intended that the Shares will be issued to the James Canning-Ure entities as soon as practicable following the close of the Share Purchase Plan and in any event, no later than one (1) month from the date of the Meeting.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan.
- The funds raised from the issue to the James Canning-Ure entities will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
10. ISSUE TO ALAN PHILLIPS ENTITIES
Alan Phillips, a former Director of the Company, and/or entities controlled by him, who are shareholders of the Company, wish to take up their entitlement under the Share Purchase Plan.
ASX Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party (being a director or entities he controls). Because the Directors anticipate that more than thirty percent (30%) of the Company's issued capital will now be issued under the Share Purchase Plan, the Share Purchase Plan no longer falls within an exception to Listing Rule 10.11. Accordingly the Company is seeking the approval of shareholders under ASX Listing Rule 10.11.
In accordance with Listing Rule 10.13, the Company provides the following information:
- The Shares will be issued to Alan Phillips and/or entities he controls who are shareholders of the Company (Alan Phillips entities).
- The maximum number of Shares that will be issued will be the maximum number to which the Alan Phillips entities are entitled under the Share Purchase Plan.
- . It is intended that the Shares will be issued to the Alan Phillips entities as soon as practicable following the close of the Share Purchase Plan and in any event, no later than one (1) month from the date of the Meeting.
- The approval is required to be obtained because Alan Phillips was a director of the Company within the past six (6) months and is therefore deemed to be a related party of the Company.
- The issue price of the Shares is three cents (\$0.03) in accordance with the terms of the Share Purchase Plan.
- The funds raised from the issue to the Alan Phillips entities will be used to contribute to working capital, to enable the Company to pursue new and additional projects and to meet the costs of the Share Purchase Plan (see the table on page 8 for more details).
Any inquiries in relation to the resolution or the Explanatory Memorandum should be directed to Bill Lyne (Company Secretary):
Level 13, 340 Adelaide Street, Brisbane, Qld 4000, phone (07) 3831 5650 or mobile 0418 874 175.
$-18-$
PROXY, REPRESENTATIVE, VOTING ENTITLEMENT AND SIGNING INSTRUCTIONS
PROXIES AND REPRESENTATIVES
Shareholders are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company. Shareholders who are a body corporate are able to appoint representatives to attend and vote at the Meeting under Section 250D of the Corporations Act.
The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or. if the shareholder is a corporation, in a manner permitted by the Corporations Act.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the Company's Share Registry. Computershare Investor Services Pty Limited, GPO Box 523, Brisbane, Queensland 4001, facsimile number +617 3237 2152 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be. at which the individual named in the proxy form proposes to vote.
If a representative of a corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry. Computer Share Investor Services Ptv Limited.
A proxy form is attached to this Notice of Extraordinary General Meting and Explanatory Memorandum.
VOTING ENTITLEMENT
For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7pm on 16 May 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
SIGNING INSTRUCTIONS
You must sign the proxy form as follows in the spaces provided:
| Individual: | Where the holding is in one name, the holder must sign. |
|---|---|
| Joint Holding: | Where the holding is in more than one name, all of the security holders should sign. |
| Power of Attorney: | To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach 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) does not have a Company Secretary, a Sole Director can also sign alone. |
| Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. |
|
| Please indicate the office held by signing in the appropriate place. |
Global Approach Limited
Mark this box with an 'X' if you have made any changes to your address details (see reverse)
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ABN 27 009 118 861
000001
FLAT 123
MR JOHN SMITH 1
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
I/We being a member/s of Global Approach Limited and estitled to attend and vote hereby appoint
OR
000 GLQ
the Chairman
of the Meeting
(mark with an 'X')

All correspondence to:
Computershare Investor Services Pty Limited GPO Box 523 Brisbane OLD 4001 Australia Enquiries (within Australia) 1300 552 270 (outside Australia) 61 3 9415 4000 Facsimile 61 7 3237 2152 www.computershare.com

Securityholder Reference Number (SRN)

I 1234567890 I ND
If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland on 18 May 2007 at 11.00am (Brisbane time) and at any adjournment of that meeting.

IMPORTANT: FOR ITEMS 1, 4 AND 6
If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 1, 4 and 6 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 1, 4 and 6 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items
Voting directions to your proxy - please mark
- ŧ. issue of shares pursuant to Share Purchase Plan
- $\mathbf{2}$ issue shares to Jumbo Corporation Limited
-
- issue shares to NewEcon Pty Ltd
- 4 Issue shares to Chivas Group Pty Ltd
-
- Issue shares to First Apollo Capital Limited
| For | Against Abstain* | |
|---|---|---|
| 6. | ||
| 7. | ||
| 8. | ||
| ğ, | ||
| 1ť |
| Against Abstain* | ||
|---|---|---|
| 6. | ||
| 7. | ||
| В. | ||
| ğ, | ||
to indicate your directions
- Issue shares to David Barwick entities.
- Issue shares to Mike Veverka entities Issue shares to Don Nissen
- entifies Issue shares to James
- Canning-Ure entities
- Issue shares to Alan Phillips entities

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. * If you mark the Abstain box for a particular item, 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
Appointing a second Proxy
We wish to appoint a second proxy
| O. | Mark with an 'X' if you |
|---|---|
| wish to appoint a second | |
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State the percentage of your voting rights or the number of securities for this Proxy Form.
PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1
| and and and and and and and an | . | . | and the company of the company of | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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| Director |
Securityholder 3
| Director/Company Secretary | ||
|---|---|---|
| أوالأنا والمعاونة والمتوافق والمتوافق والمتوافق والمواردة والمتواد | ||
| معارضه والمدواه والمدواه والموالية والموالية والموالية والموالية والوالية | ||
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Individual/Sole Director and Sole Company Secretary
In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.
$3$ PR

Contact Daytime Telephone
Date
GLO

How to complete the Proxy Form
1 Your Address
This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.
$\overline{2}$ Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
3 Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
4 Appointment of a Second Proxy
You are entitled to appoint up to two 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 the company's share registry or you may copy this form.
To appoint a second proxy you must:
- (a) indicate that you wish to appoint a second proxy by marking the box.
- (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities 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.
- $\left( \text{c} \right)$ return both forms together in the same envelope.
5 Sianina Instructions
You must sign this form as follows in the spaces provided:
| Individual: | where the holding is in one name, the holder must sign. |
|---|---|
| Joint Holding: | where the holding is in more than one name, all of the security holders should sign. |
| Power of Attorney: | to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach 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 also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. |
If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry or at www.computershare.com.
Lodgement of a Proxy
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This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 11.00am (Brisbane time) on 18 May 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.
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Documents may be lodged:
| IN PERSON. | Registered Office - Level 13, 340 Adelaide Street, Brisbane Qid 4001 Australia |
|---|---|
| Share Registry - Computershare Investor Services Pty Limited, Level 19, 307 Queen Street, Brisbane QLD 4000 Australia | |
| BY MAIL | Registered Office - GPO Box 996, Brisbane Qld 4001 Australia |
| Share Registry - Computershare Investor Services Pty Limited, GPO Box 523, Brisbane Qld 4001 Australia | |
| BY FAX | 61 7 3237 2152 |
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Global Approach Limited
Independent Expert's Report
5 April 2007
Financial Services Guide
Anthony W Thomas ("AWT") is a Partner in Robertsons Chartered Accountants and carries on business at Level 4, 127 Creek Street, Brisbane, Qld, 4000. AWT holds Australian Financial Services Licence No 268504 authorising him to provide financial product advice on securities.
The Corporations Act requires AWT to provide this Financial Services Guide ("FSG") in connection with provision of an independent expert's report ("Report"), which is included in a document ("Disclosure Document") provided to members by the company or other entity ("Entity") for which the Report is prepared.
AWT does not accept instructions from retail clients. AWT does not provide any personal retail financial product advice to retail investors nor does he provide market-related advice to retail investors.
When providing Reports, AWT's client is the Entity to which the Report is provided. AWT receives remuneration from the Entity. In respect of the Report for Global Approach Limited, AWT will receive a fixed fee of \$1,750 for the preparation of the Report.
No related body corporate of AWT, or any of the fellow directors or employees of AWT or of any of those related bodies or any associate receives any remuneration or other benefit attributable to the preparation and provision of the Report.
AWT is required to be independent of the Entity in order to provide a Report. The guidelines for independence in the preparation of Reports are set out in Practice Note 42 issued by the Australian Securities Commission (the predecessor to the Australian Securities & Investments Commission) on 8 December 1993. The following information is provided in relation to independence:
Robertsons and AWT have previously provided services to GLO including provision of independent expert's reports. AWT, Robertsons and its associates have not had any shareholding or other relationships with GLO that would reasonably be regarded as capable of affecting its ability to provide an unbiased opinion on the proposed transaction. No role has been played in the formulation of the proposed transaction other than in the preparation of this report. Independence has been achieved in terms of Practice Note 42 issued by ASIC in December 1993.
As the holder of an Australian Financial Services Licence, AWT has a complaints handling procedure and is a member of the Financial Industry Complaints Service Limited, No F4153.
AWT is only responsible for the Report and this FSG. Complaints or questions about the Disclosure Document should not be directed to him or Robertsons. AWT will not respond in any way that might involve any provision of financial product advice to any retail investor.

5 April 2007
The Directors Global Approach Limited Level 13, 340 Adelaide Street BRISBANE QLD 4000
Dear Sirs
INDEPENDENT EXPERT'S REPORT FOR GLOBAL APPROACH LIMITED
1. Introduction
On 23 March 2007, Global Approach Limited (GLO) announced a Share Purchase Plan under which it offered to each shareholder of the Company up to an extra one hundred and fifty thousand (150,000) ordinary shares in the capital of the Company (Shares) at three cents (\$0.03) each (Share Purchase Plan (SPP)). The Directors originally anticipated that no more than thirty percent (30%) of the Company's share capital would be taken up by shareholders under the Share Purchase Plan. This meant that under the ASX Listing Rules, the issue of shares under the Share Purchase Plan would not require the approval of the shareholders. The Directors now anticipate that more than thirty percent (30%) of the Company's share capital will be issued under the Share Purchase Plan. Clause 5.4 of the Share Purchase Plan's Terms and Conditions indicated that if the Directors deemed it likely that more than thirty percent (30%) of the Company's share capital would be issued under the Share Purchase Plan, an extraordinary general meeting would be convened in order to obtain the approval of shareholders of the Company.
The Share Purchase Plan was not originally underwritten. Following the announcement of the Share Purchase Plan, the Company has received offers from underwriters to underwrite portions of the Share Purchase Plan. GLO has entered into separate underwriting agreements with these parties and each underwriter will receive a fee of seven percent (7%) of the value of the Shares underwritten. Some of these underwriters are related parties of the Company.

1. Introduction (cont'd)
Part 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in a general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.
A "related party" for the purposes of the Corporations Act is defined widely and includes a director of a public company or an entity that is controlled by a director of a public company or any entity that was a related party at any time in the previous six $(6)$ months.
A "financial benefit" for the purposes of the Corporations Act also has a very wide meaning. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.
The full text of the resolutions to be put to a meeting of GLO shareholders are set out in the attached Notice of Meeting.
2. Scope
GLO has sought an independent expert to prepare a report setting out the financial benefit to related parties of GLO being provided under the underwriting agreement.
This report is to be included with the Notice of Meeting and in the Explanatory Memorandum to be sent to GLO's shareholders and has been prepared for the exclusive purpose of assisting GLO's shareholders in their consideration of the Proposed Transaction.
3. The Underwriting
| Underwriter | Number of shares at $3$ cents. $\cdots$ |
Underwritten Amount بالمؤخرات |
Fee Payable at $7\%$ S |
|---|---|---|---|
| Jumbo Corporation Limited | 10,000,000 | 300,000 | 21,000 |
| NewEcon Pty Ltd | 3,666,667 | 110,000 | 7,700 |
| Chivas Group Pty Ltd | 2,000,000 | 60,000 | 4,200 |
| First Apollo Capital Limited |
1,733,334 | 52,000 | 3,640 |
| 17,400,000 | 522,000 | 36,540 |
A table listing the underwriters and the fees payable is presented below:
4. Analysis and Comment
$4.1$ The table below summarises the share price history of GLO on the ASX over the past 3 months:
| Month | l th≠ Valume |
||
|---|---|---|---|
| January 2007 | 7.9 | 5.4 | 572 |
| February 2007 | 5.0 | 3.5 | 618 |
| March 2007 | 25 | 1,579 |
When the Share Purchase Plan was first announced to shareholders the issue price of 3 cents per share was at a discount of near to 16 percent to the average closing price over the previous 5 days on the ASX.
It should be noted that this price is available to all current GLO shareholders.
In more recent trading the GLO shares have traded marginally below the issue price.
It is not possible to predict with certainty the effect that the proposed transaction may have on the share price of GLO. This will depend to a large degree on future prospects.
- $4.2$ We note that the fee payable to Jumbo Corporation is at the same percentage rate (ie $7\%$ ) as the fee payable to the related parties.
- $4.2.1$ We note that the underwriting fee is 7 percent. The fees payable are set out in the table in Section 3 above. Given the current position of GLO and the market generally we would not expect this rate to be at variance to that charged on transactions with a similar risk profile.
- $4.3$ There is likely to be a shortfall under the Share Purchase Plan.
Consequently the underwriting will provide funds of close to \$0.5 million that GLO would not have otherwise obtained. This is a clear benefit to GLO.
$4.4$ To the extent that further shares are issued pursuant to the underwriting arrangement there will be dilution of existing shareholders interests in GLO. We note however that the same GLO shareholders have passed up the opportunity to participate in the Share Purchase Plan thereby bringing the underwriting into play.
5. Conclusion
We have outlined several factors both quantitative and qualitative in Section 4 above to provide guidance on the value of the financial benefit being provided to the parties underwriting a portion of shares to be issued under a Share Purchase Plan.
We conclude that the financial benefit to related parties of GLO is:
- to NewEcon Pty Ltd, \$7,700 being the underwriting fees under the $\bullet$ underwriting agreement between that company and GLO.
- to Chivas Group Pty Ltd, \$4,200 being the underwriting fees under the $\bullet$ underwriting agreement between that company and GLO.
-
to First Apollo Capital Limited, \$3,640 being the underwriting fees under the underwriting agreement between that company and GLO.
-
to NewEcon Pty Ltd, a maximum of 3,666,667 shares in GLO, with a value of $\bullet$ \$110,000 based on 3 cents price per share.
- to Chivas Group Pty Ltd, a maximum of 2,000,000 shares in GLO, with a $\bullet$ value of \$60,000 based on 3 cents price per share.
- to First Apollo Capital Limited, a maximum of 1,733,334 shares in GLO, with $\bullet$ a value of \$52,000 based on 3 cents price per share.
GLO shareholders should carefully read the matters raised in this report when considering the resolution to be put to a meeting of shareholders.
Yours faithfully
Oper Hearen
A W Thomas Partner
APPENDIX 1: QUALIFICATIONS, DECLARATIONS AND CONSENTS
This report has been prepared at the request of the Directors of GLO and is to accompany the notice of the meeting to be given to shareholders. Accordingly, it has been prepared only for the benefit of the Directors and those persons entitled to receive the notice of the meeting in their assessment of the proposed transaction outlined in the report.
The Partner of Robertsons solely responsible for the preparation of this report was Anthony W Thomas ("AWT") B.Com, MFM, FCA, FCPA. He has many years experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports. He is the holder of a Financial Services Licence under the Corporations Act.
The report represents solely the expression by AWT of his opinion as to whether the Proposed Transaction is fair and reasonable. Consent is given to this report accompanying the notice of meeting.
Statements and opinions contained in this report are given in good faith but, in the preparation of this report, AWT has relied upon the information provided by the Directors and Executives of GLO, which he believes, on reasonable grounds, to be reliable, complete and not misleading. AWT and Robertsons does not imply, nor should it be construed, that it has carried out any form of audit verification on the information and records supplied to us. Drafts of this report were issued to GLO and management for confirmation of factual accuracy.
Furthermore, recognising that AWT may rely on information provided by GLO and its officers and/or associates, GLO has agreed to make no claim by it or its officers and/or associates against AWT to recover any loss or damage which GLO or its associates may suffer as a result of that reliance and also has agreed to indemnify against any claim arising out of the assignments to give this report, except where the claim has arisen as a result of any proven wilful misconduct or negligence by AWT.
Robertsons and AWT have previously provided services to GLO including provision of independent experts reports. AWT, Robertsons and its associates have not previously had any shareholding or other relationship with GLO that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion on the proposed transaction. No role has been played in the formulation of the proposed transaction other than in the preparation of this report. Independence has been achieved in terms of Practice Note 42 issued by ASIC in December 1993.
There is a fixed fee of \$1,750 for preparation of this report. It is not contingent on the outcome of the proposed transaction.