EMMERSON RESOURCES LIMITED

ACN 117 086 745

ADDENDUM TO NOTICE OF GENERAL MEETING

Emmerson Resources Limited (ACN 117 086 745) ( Company ), hereby gives notice to Shareholders that, in relation to the notice of meeting released to ASX on 23 July 2020 ( Notice ) in respect of the general meeting of Shareholders to be held at 10:00am (WST) on Monday, 24 August 2020 (the Meeting ), the Directors have resolved to amend the background information contained in the Notice in respect of Resolutions 1 to 3 and to amend Resolution 3 of the Notice (the Amended Resolution ) on the terms set out in this Addendum.

General

Defined terms in the Notice have the same meaning in this Addendum.

This Addendum is supplemental to the original Notice and should be read in conjunction with the original Notice. Save for the Amendments set out below, all other Resolutions proposed in the original Notice remain unchanged.

Background to Addendum

As announced to the ASX on 5 August 2020, the Company has received oversubscriptions for an additional 12,450,000 SPP Shares and 12,450,000 free-attaching SPP Options under the SPP Offer, to raise an additional $1,245,000 (before costs).

Accordingly, the total amount to be raised under the SPP Offer will be $2,245,000 (before costs) and the total amount to be raised under the Capital Raising (which comprises the Placement and SPP Offer) will be approximately $5,770,000 (before costs). As a result, the capital raising fee to be paid to Hartleys as lead manager and broker to the Capital Raising, being 6% of the total amount raised under the Capital Raising, will be $346,200.

By this Addendum, the Company makes the amendments to the Notice set out below primarily for the purpose of varying the Notice to reflect the increase in the number of SPP Shares and SPP Options to be issued pursuant to the SPP Offer and the increase in the amount raised under the SPP Offer as a result of the oversubscriptions.

Replacement Proxy Form

As a result of the Amended Resolution, the Company advises Shareholders that those Shareholders who have already submitted the Proxy Form annexed with the Notice ( Original Proxy Form ) and wish to change their vote on Resolution 3, may request a replacement Proxy Form from the Company’s share registry ( Replacement Proxy Form ).

To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:

(a) If you have already completed and returned the Original Proxy Form and you wish to change your original vote, you must request, complete and return the Replacement Proxy Form .
(b) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for all Resolutions unless you submit a Replacement Proxy Form.

(c) If you have not yet cast any votes and wish to vote on the Resolutions in the Notice as amended by the Addendum, please complete and return the Original Proxy Form.

Likewise if you have appointed proxy using the online capabilities and you wish to update your proxy preferences, the online proxy capabilities (available at www.advancedshare.com.au/investor-login) have been updated to include the ability to appoint and instruct a proxy in respect of voting on the Amended Resolution.

If you wish to change your proxy vote on Resolution 3 PLEASE CONTACT ADVANCED SHARE REGISTRY AT [email protected] AND REQUEST A REPLACEMENT PROXY FORM. Shareholders must return the completed Replacement Proxy Form 10.00am (WST) on 22 August 2020. Alternatively, if you are using the online capabilities for proxy appointment, complete or update your proxy votes via the updated online capabilities.

The Notice is amended as follows:

Resolution 3 is deleted and replaced with the following:

1. RESOLUTION 3 – ISSUE OF SPP OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 22,450,000 SPP Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) namely participants in the SPP or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

SUPPLEMENTARY EXPLANATORY STATEMENT

AMENDMENTS TO RESOLUTIONS

The Explanatory Statement is supplemented and amended as follows:

1. BACKGROUND TO RESOLUTIONS 1 TO 3

1.1 Capital Raising

As announced on 2 July 2020 and 5 August 2020, the Company is undertaking a capital raising to raise up to $5,770,000 ( Capital Raising ), comprising:

(a) a placement to sophisticated and professional investors of 35,250,000 Shares with an issue price of $0.10 per Share ( Placement Shares ), together with one (1) free attaching Option for every one (1) Share subscribed for and issued (being, up to 35,250,000 Options) ( Placement Options ), to raise up to $3,525,000 (before costs) ( Placement ); and
(b) a share purchase plan ( SPP ) offer to eligible shareholders of up to $30,000 worth of Shares at an issue price of $0.10 per Share ( SPP Shares ), together with one (1) free attaching Option for every one (1) SPP Share subscribed for and issued ( SPP Options ), to raise up to $1,000,000 (before costs) ( SPP Offer ). The SPP Offer was oversubscribed and the Company has accepted applications from eligible shareholders for 22,450,000 SPP

Shares and 22,450,000 SPP Options, raising a total of $2,245,000 under the SPP Offer.

As a result of the oversubscriptions under the SPP Offer, the Company raised a total of approximately $5,770,000 (before costs) under the Capital Raising.

The funds raised from the Capital Raising are planned to be used in accordance with the table set out below:

Proceeds of the Capital Raising	Full Subscription	%
Further exploration at the Kiola Project	$750,000	13.0
Drilling at the Kadungle Project and the Sebastopol gold field	$480,000	8.3
Exploration at the Wellington copper-gold project	$350,000	6.1
Sebastopol drilling1	$250,000	4.3
Edna Beryl underground drilling	$600,000	10.4
Working capital and identifying new projects	$2,930,000	50.8
Expenses of the Offers2	$410,000	7.1
Total	$5,770,000	100%

Notes:

50% of programme costs shared with Longreach Minerals Exploration under the strategic alliance agreement entered into between the Company and Longreach Minerals Exploration. Refer to the Company’s ASX announcement dated 24 June 2020 for further detail.

The Placement Shares and 20,000,000 Placement Options were issued on 13 July 2020 under the Company’s available placement capacity under Listing Rule 7.1. Resolution 1 seeks ratification of the Placement Shares and 20,000,000 Placement Options.

Resolution 2 seeks Shareholder approval to issue the remaining 15,250,000 Placement Options to subscribers under the Placement.

Resolution 3 seeks Shareholder approval for the issue of SPP Options to eligible Shareholders participating in the SPP.

1.2 Lead manager and broker to Capital Raising

Hartleys Limited (ACN 104 195 057) ( Hartleys ) has been appointed as lead manager and broker to the Capital Raising on the following terms:

(a) Fees: The Company has agreed to pay Hartleys the following fees in respect of its services as lead manager and broker to the Capital Raising:
(i) a monthly retainer of $5,000 for a period of 12 months; and
(ii) a capital raising fee of up to 6% (plus GST) of the total amount raised under the Capital Raising (being a fee of up to $346,200). Note this percentage fee payable to Hartleys will be reduced to

2.5% where funds are raised from certain subscribers under the Capital Raising as set out in the mandate.

(b) Expenses : Hartleys is entitled to be reimbursed for all out-of-pocket expenses incurred during its engagement in connection with services provided. Hartleys will obtain the Company’s approval in advance for any expense item above $2,000.
(c) Term: The mandate will remain in place until 24 June 2021, unless terminated earlier ( Term ).
(d) Right of First Refusal: The Company will offer Hartleys first right to act as lead or joint lead manager in respect of any capital raising undertaken during the Term. The Company will, upon settlement of any capital raising, pay Hartleys a fee of 6% of the gross amount raised pursuant to the capital raising.

The mandate otherwise contains terms and conditions typical for a mandate of its nature, including confidentiality, intellectual property protection and indemnities.

2. RESOLUTION 3 – ISSUE OF SPP OPTIONS

2.1 General

As set out in Section 1.1 above, the Company has accepted offers for the issue of 22,450,000 SPP Shares at an issue price of $0.10 per SPP Share and 22,450,000 freeattaching SPP Options raising a total of $2,245,000 (before costs). As Listing Rule 7.2 Exception 5 does not extend to Options issued under a SPP, the issue of the SPP Options is subject to Shareholder approval, which is being sought pursuant to this Resolution 3.

2.2 ASX Listing Rule 7.1

As summarised in Section 2.2 above, 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 12 month period.

The proposed issue of the SPP Options does not fall within any of the exceptions in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

2.3 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the SPP Options under the terms of the SPP. In addition, the issue of the SPP Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the SPP Options.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the SPP Options.

2.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) the SPP Options will be issued to Shareholders eligible to participate in the SPP Offer, none of whom are related parties of the Company;
(b) the maximum number of SPP Options to be issued is 22,450,000;
(c) the SPP Options will be issued on the terms and conditions set out in Schedule 1;
(d) the SPP Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the SPP Options will occur on the same date;
(e) the issue price of the SPP Options will be nil as the SPP Options are issued free attaching to SPP Shares on a one (1) for one (1) basis. The Company will not receive any other consideration for the issue of the SPP Options (other than in respect of funds received on exercise of the Options);
(f) the purpose of the issue of the SPP Options is to satisfy the Company’s obligations under the SPP under which the Company has raised $2,245,000 (before costs);
(g)
the SPP Options are not being issued under an agreement;
(h) the SPP Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in Resolution 3 of the Notice.

ENQUIRIES

Shareholders are requested to contact the Company Secretary, Paul Mason, on +61 8 9381 7838 if they have any queries in respect of the matters set out in this Addendum to the Notice.

AI assistant

EMMERSON RESOURCES LIMITED Proxy Solicitation & Information Statement 2020

64876_rns_2020-08-05_b62702d5-1da5-4f79-96fd-e7c9e188933a.pdf