CZR RESOURCES LTD — AGM Information 2021

Oct 17, 2021

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CZR Resources Ltd ACN 112 866 869

Notice of Annual General Meeting

Annual General Meeting of Shareholders to be held at The Country Women’s Association, 1176 Hay Street, West Perth, Western Australia at 10.00am (WST) on Wednesday, 24 November 2021.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at www.czrresources.com and the ASX announcements platform.

Important

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

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Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of CZR Resources Ltd ACN 112 866 869 ( Company ) will be held at The Country Women’s Association of Western Australia, 1176 Hay Street, West Perth, Western Australia at 10.00am (WST) on Wednesday, 24 November 2021.

Business

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Annual Report for the financial year ended 30 June 2021

To receive and consider the Annual Report of the Company, containing the Directors’ Report, the Remuneration Report and the Auditor’s Report, for the financial year ended 30 June 2021.

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Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, pass the following as a non-binding resolution :

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2021 be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion statement

In accordance with Section 250R of the Corporations Act, a vote on Resolution 1 must not be cast by, or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or Closely Related Party of such member.

However, the Company will not disregard a vote if:

(a) The person is acting as proxy, the proxy form specifies how the proxy is to vote and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

(b) The person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of the member of the Key Management Personnel.

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Resolution 2 – Re-election of Annie Guo

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That Annie Guo, who was appointed as a Director on 18 February 2021 and in accordance with clause 11.12 of the Constitution holds office until this Annual General Meeting, and who is eligible and offers herself for re-election, be re-elected as a Director.”

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Resolution 3 – Re-election of Malcolm Carson

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That Malcolm Carson, who was appointed as a Director on 10 September 2021 and in accordance with clause 11.12 of the Constitution holds office until this Annual General Meeting, and who is eligible and offers himself for re-election, be re-elected as a Director.”

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Resolution 4 – Re-election of Russell Clark

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That Russell Clark, who was appointed as a Director on 10 September 2021 and in accordance with clause 11.12 of the Constitution holds office until this Annual General Meeting, and who is eligible and offers himself for re-election, be re-elected as a Director.”

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Resolution 5 – Approval of 10% Placement Capacity

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, and otherwise as set out in the Explanatory Statement.”

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Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Annual General Meeting.

By order of the Board

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Trevor O’Connor Company Secretary CZR Resources Ltd 8 October 2021

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice.

This Explanatory Statement should be read in conjunction with the Resolutions set out in this Notice. Capitalised terms used in this Notice and Explanatory Statement are defined in the Glossary.

1. Proxies and Voting Entitlements

Please note that:

• (a) a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

Members of Key Management Personnel and their Closely Related Parties will not be able to vote as proxy on Resolution 1 unless the Shareholder directs them how to vote or, in the case of the Chairman, unless the Shareholder expressly authorises him to do so. If a Shareholder intends to appoint a member of Key Management Personnel or their Closely Related Parties (other than the Chairman) as its proxy, the Shareholder should ensure that it directs the proxy how to vote on Resolution 1.

If a Shareholder intends to appoint the Chairman as its proxy on Resolution 1, Shareholders can direct the Chairman how to vote by marking one of the boxes for Resolution 1 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, the Shareholder is deemed to expressly authorise the Chairman to vote as he sees fit on Resolution 1 even though Resolution 1 is connected to the remuneration of members of Key Management Personnel and even if the Chairman has an interest in the outcome of that Resolution.

To vote by proxy, please complete and sign the Proxy Form enclosed and return in accordance with the instructions on the Proxy Form so that it is received by no later than 10.00am (WST) on Monday, 22 November 2021. Proxy Forms received later than this time will be invalid.

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on Monday, 22 November 2021. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

2. Annual Report for the financial year ended 30 June 2021

The Corporations Act requires the Annual Report of the Company for the financial year ended 30 June 2021, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report, to be laid before the Annual General Meeting. The financial statements and reports are contained in the Annual Report. Shareholders who have elected to receive the Annual Report have been provided with a copy. The Annual Report is also available on ASX’s website.

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While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions about, and make comments on, the Financial Report, the Directors Report and the Auditor’s Report.

In accordance with section 250T of the Corporations Act, a representative of the Company’s Auditor is anticipated to be in attendance to respond to any questions raised of the Auditor or on the Auditor’s Report. Written questions to the Auditor must be submitted by Shareholders to the Company at least 5 business days prior to the Annual General Meeting.

3. Resolution 1 – Adoption of Remuneration Report

The Remuneration Report for the financial year ended 30 June 2021 is set out in the 2021 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for its Directors and senior management.

Section 250R(2) of the Corporations Act requires the Annual General Meeting to include a vote on the adoption of the Remuneration Report. Under section 250R(3) of the Corporations Act, the vote on the this Resolution is advisory only and does not bind the Directors or the Company.

In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion on the Remuneration Report at the Annual General Meeting.

If at least 25% of the votes on this Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2022 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of the Directors ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company’s 2022 annual general meeting. All of the Directors who are in office when the Company’s 2022 Directors’ Report is approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election is approved will be the directors of the Company.

4. Resolution 2 – Re-election of Annie Guo

Under clause 11.11 of the Constitution, the Directors may at any time appoint a person as an additional Director. Pursuant to clause 11.12, that person holds office until the next annual general meeting and is then eligible for re-election.

Annie Guo was appointed as a Director on 18 February 2021 and, being eligible, offers herself for reelection.

Ms Guo is a highly proficient corporate executive with more than 20 years’ experience in the mining and resources sector.

During Ms Guo’s earlier career with PricewaterhouseCoopers, she held senior roles in transaction services, with a focus on the mining and resources sector. In addition, she is an experienced public and private company director and executive and has run her own investment platform focused on Australian and international mining and resource projects for the past decade. Ms Guo brings significant experience across mining project evaluation, mergers and acquisitions, capital markets, project development and corporate finance, and is currently the Managing Director of Zuleika Gold Limited and a Non-Executive Director of Azure Minerals Limited.

The Directors (excluding Ms Guo) recommend that Shareholders vote in favour of Resolution 2.

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5. Resolution 3 – Re-election of Malcolm Carson

Under clause 11.11 of the Constitution, the Directors may at any time appoint a person as an additional Director. Pursuant to clause 11.12, that person holds office until the next annual general meeting and is then eligible for re-election.

Malcolm Carson was appointed as a Director on 10 September 2021 and, being eligible, offers himself for re-election.

Mr Carson is a highly experienced geologist with more than 40 years’ experience in the resource sector. He commenced his career as an exploration project geologist and worked in a range of commodities including iron ore. He has held roles as a project developer and directorships of several ASX and TSX-listed resources companies.

Mr Carson holds Bachelor of Science in Geology and Masters of Science in Resources from University of WA. He is a member of AUSIMM, AIG. Mr Carson was also a senior project officer with the West Australian Government in the Department of State Development, where he was responsible for major resource development projects. He expanded his commercial experience with Bankers Trust and Rothschild, focussing on the evaluation of resources projects for the provision of debt and related hedging facilities to facilitate the development of new mines.

Mr Carson is currently Chairman of ASX-listed Zuleika Gold Limited, a Non-Executive Director of ASXlisted Allegiance Coal Limited and a Director of TSX-listed Pacific Wildcat Resources Corporation.

The Directors (excluding Mr Carson) recommend that Shareholders vote in favour of Resolution 3.

6. Resolution 4 – Re-election of Russell Clark

Under clause 11.11 of the Constitution, the Directors may at any time appoint a person as an additional Director. Pursuant to clause 11.12, that person holds office until the next annual general meeting and is then eligible for re-election.

Russell Clark was appointed as a Director on 10 September 2021 and, being eligible, offers himself for re-election.

Mr Clark has more than 40 years’ global experience in board, senior corporate, operational and project development roles. He holds a Bachelor of Science (Hons) in Mineral Resources Engineering from the Royal School of Mines and a Graduate Diploma in Finance and Investment Analysis from the Securities Institute of Australia. Mr Clark is a Fellow of the Australian Institute of Company Directors (AICD).

Mr Clark’s previous positions include Managing Director of ASX-listed Grange Resources from 2008 to 2012. In this role, he oversaw the DFS and permitting for the Southdown magnetite project near Albany in Western Australia. He also completed the transaction that brought the Savage River magnetite project into Grange, making it the largest Australian magnetite producer, and in the process transformed Grange into a $1 billion company by market capitalisation. He is presently a Nonexecutive Director of ASX listed Tungsten Mining Limited and Chairman of Pearl Gull Iron Limited.

The Directors (excluding Mr Carson) recommend that Shareholders vote in favour of Resolution 4.

7. Resolution 5 – Approval of 10% Placement Facility

7.1 Background

Resolution 5 is a special resolution to approve the Company's ability to utilise the additional 10% placement capacity available under Listing Rule 7.1A for the next 12 months.

This Resolution 5 will be passed by Shareholders as a special resolution if 75% of the votes cast by Shareholders present and eligible to vote (whether in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) are in favour of it.

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Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to enable the Company's to issue Equity Securities under the 10% Placement Capacity over the next 12 months.

If Resolution 5 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

The exact number of Equity Securities to be issued under the 10% placement capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

7.2

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% placement capacity is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% placement capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice, the Company has the following quoted Equity Securities on issue:

• 3,486,323,277 ordinary shares.

(c) Formula for calculating 10% placement capacity

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

• plus the number of fully paid ordinary securities issued in the relevant period under an exception in rule 7.2 other than exception 9, 16 or 17,

• plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

• the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

• the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

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• plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

• the agreement was entered into before the commencement of the relevant period; or

• the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

• plus the number of any other fully paid +ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4,

Note: This may include fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 17 where the issue is subsequently approved under rule 7.1.

• plus the number of partly paid ordinary securities that became fully paid in the relevant period,

• less the number of fully paid ordinary securities cancelled in the relevant period.

• Note: A has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) ASX Listing Rules 7.1 and 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to section c above).

Effect of Resolution 5

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to section c above).

The effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the Additional 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

7.3 Specific Information Required by ASX Listing Rule 7.3A

In accordance with Listing Rule 7.3A. the following information is provided to Shareholders in relation to the 10% placement capacity.

(a) Effective period

Shareholder approval of the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

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• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) The time and date of the Company's next annual general meeting; or (iii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking)

( 10% Placement Period ).

(b) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average market price of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in section (i), the date on which the Equity Securities are issued.

(c) Purpose of issue

The Company may only issue Equity Securities under the 10% Placement Capacity for cash consideration, which it may do to fund any one or more of the following:

• (i) general working capital expenses;

• (ii) activities associated with its current exploration projects generally;

• (iii) repayment of debt; and

• (iv) acquisition and investment in new assets (including associated expenses).

The Company will disclose this information when Equity Securities are issued under the 10% Placement Capacity.

(d) Risk of economic and voting dilution

If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% placement capacity, the existing Shareholders' voting power in the Company will be diluted as shown in the table below. There is a risk that:

• a. the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• b. the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the Notice.

The table also shows:

• i. two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at future meetings of Shareholders; and

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• ii. two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable A in Listing Rule 7.1A.2
			Dilution
		$0.004 50% decrease in market price	$0.008 current market price	$0.012 50% increase in market price
Current variable "A" 3,486,323,277	10% voting dilution	348,632,328 Shares	348,632,328 Shares	348,632,328 Shares
	Funds raised	$1,394,529	$2,789,059	$4,183,588
50% increase in current variable "A" 5,229,484,915	10% voting dilution	522,948,491 Shares	522,948,491 Shares	522,948,491 Shares
	Funds raised	$2,091,794	$4,183,588	$6,275,382
100% increase in current	10% voting dilution	697,264,655 Shares	697,264,655 Shares	697,264,655 Shares
variable "A" 6,972,646,554	Funds raised	$2,789,059	$5,578,117	$8,367,176

Notes and assumptions

1. The Company issues the maximum number of Equity Securities available under the 10% placement capacity.

2. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% placement capacity, based on that Shareholder’s holding at the date of the Annual General Meeting.

4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

5. The issue of Equity Securities under the 10% placement capacity consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

6. The issue price is $0.008, being the closing price of the Shares on the ASX on 7 October 2021.

(a)

Final date for issue

The Company will only issue the Equity Securities during the 10% Placement Period. See section 12.3(a) above.

(b)

Purposes of issues under 10% Placement Facility

The Company may seek to issue the Equity Securities under the 10% placement capacity to raise funds for working capital and the exploration and development of its existing projects including the Yarraloola, Yarrie, Shepherds Well, Croydon and Buddadoo projects.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 upon any issue of Equity Securities.

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(c) Allocation policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% placement capacity. The identity of the persons to whom the Equity Securities will be issued will be determined on a case-by-case basis having regard to factors which include the following:

• a. the purpose of the issue;

• b. the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issues in which existing Shareholders can participate;

• c. the effect of the issue of the Equity Securities on the control of the Company;

• d. the financial situation and solvency of the Company;

• e. prevailing market conditions; and

• f. advice from corporate, financial and broking advisers (if applicable).

The persons to be issued Equity Securities under the 10% Placement Facility have not been determined as at the date of this Notice but are likely to be sophisticated or professional investors for the purposes of section 708 of the Corporations Act who are not related parties or associates of a related party of the Company.

Shareholder approval was previously obtained pursuant to Listing Rule 7.1A on 27 November 2020 (at the 2020 Annual General Meeting).

(d)

Issues in the past 12 months under Listing Rule 7.1A.2

The Company has not issued any Equity Securities under Listing Rule 7.1A in the previous 12 months.

(e) Voting exclusion statement

A voting exclusion statement is not included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

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Glossary

Glossary	Glossary
In this Notice and Explanatory Statement, the following terms have the following meanings:
Annexure	an annexure to the Explanatory Statement.
ASIC	the Australian Securities and Investments Commission.
Annual General Meeting	the annual general meeting convened by this Notice.
ASX	ASX Limited ACN 008 624 691 or the Australian Securities
	Exchange, as the context requires.
Board	the board of Directors.
Chairman	the chair of the Annual General Meeting.
Closely Related Party	a closely related party of a member of Key Management
	Personnel as defined in the Corporations Act, being:
	(a) a spouse or child of the member;
	(b) a child of that member’s spouse;
	(c) a dependant of that member or of that member’s spouse;
	(d) anyone else who is one of that member’s family and may
	be expected to influence that member, or be influenced by
	that member, in that member’s dealings with the
	Company;
	(e) a company that is controlled by that member; or
	(f) any other person prescribed by the regulations.
Company	CZR Resources Ltd ACN 085 166 721.
Constitution	the constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	a director of the Company.
Equity Securities	has the meaning given in the Listing Rules.
Explanatory Statement	the explanatory statement incorporated in the Notice.
Key Management Personnel	the key management personnel of the Company as defined in the
	Corporations Act and Australian Accounting Standards Board
	accounting standard 124, broadly including those persons having
	authority and responsibility for planning, directing and controlling
	the activities of the Company, directly or indirectly, including any
	Director (whether executive or otherwise).
Listing Rules	the ASX Listing Rules published and distributed by ASX.
Notice	the notice of annual general meeting incorporating the
	Explanatory Statement.
Form	the proxy form attached to this Notice.
Resolution	a resolution contained in this Notice.
Section	a section contained in the Explanatory Statement.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a holder of a Share.
WST	Western Standard Time, being the time in Perth, Western
	Australia.

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