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LAKE RESOURCES N.L. — Proxy Solicitation & Information Statement 2020
Sep 14, 2020
65240_rns_2020-09-14_63c86cb4-c01e-4ece-b305-9d26e8da443f.pdf
Proxy Solicitation & Information Statement
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Lake Resources N.L. [email protected] Level 5, 126 Phillip Street http://www.lakeresources.com.au Sydney NSW 2000 ACN: 079 471 980
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Lake Resources N.L.
Notice of Extraordinary General Meeting Explanatory Statement | Proxy Form
15 October 2020
1.00PM AEDT
Address Automic Group Level 5, 126 Phillip Street Sydney NSW 2000
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Contents
| Contents | |
|---|---|
| Venue and Voting Information | 2 |
| Notice of Extraordinary General Meeting – Agenda and Resolutions | 5 |
| Notice of Extraordinary General Meeting – Explanatory Statement | 6 |
| Glossary | 8 |
| Proxy Form | Attached |
Important Information for Shareholders about the Company’s EGM
Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice is received by Shareholders, circumstances may have changed, however, this Notice is given based on circumstances as at 15 September 2020.
Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at http://www.lakeresources.com.au. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.
Given the significant health concerns attributed to the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, the Company considers that it is appropriate to hold the EGM as a hybrid meeting, in a manner that is consistent with the temporary modifications to the Corporations Act 2001 (Cth) introduced by the Commonwealth Treasurer.
Venue and Voting Information
The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 1.00pm AEDT on Thursday 15 October 2020 at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000 and as a hybrid meeting ( Meeting or Extraordinary General Meeting ).
Shareholders who wish to attend the Meeting at the physical location must register their attendance by 1.00pm on 12 October 2020 by emailing the Company Secretary at [email protected] and including your Holder Name, Address and HIN or SRN. Please note that to ensure appropriate social distancing physical attendance at the EGM will be limited to 12 persons including the Board of Directors.
The Company therefore strongly encourages shareholders to attend the meeting virtually. If you are a shareholder and you wish to virtually attend the EGM (which will be broadcast as a live webinar), please pre-register in advance for the virtual meeting here: https://us02web.zoom.us/webinar/register/WN_4sNkpbp8SKmITqvwdrVz0A
After registering, you will receive a confirmation containing information on how to attend the meeting virtually on the day of the EGM. Shareholders will be able to vote and ask questions at the virtual meeting. However shareholders are encouraged to submit questions in advance of the Meeting to the Company.
Questions must be submitted in writing to the Company Secretary at [email protected] at least 48 hours before the EGM. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.
Your vote is important
The business of the Extraordinary General Meeting affects your shareholding and your vote is important.
Lake Resources N.L. | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement
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Voting in person
To vote in person, attend the Extraordinary General Meeting on the date and at the place set out above. You must register your attendance with the Company (as noted above) to attend the meeting in person . Please note the 12 person limit at the physical meeting and that the Company recommends that you attend the meeting virtually to avoid the disappointment of not being able to attend in person.
Voting virtually at the Meeting
Shareholders who wish to vote virtually on the day of the EGM will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password .
Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.
How do I create an account with Automic?
To create an account with Automic, please go to the Automic website
(https://investor.automic.com.au/#/home), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.
I have an account with Automic, what are the next steps?
Shareholders who have an existing account with Automic (Note: with a username and password ) are advised to take the following steps to attend and vote virtually on the day of the EGM:
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Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password .
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( Registration on the day ) If registration for the virtual meeting is open, click on ‘Meeting open for registration’ and follow the steps.
( Live voting on the day ) If live voting for the virtual meeting is open, click on ‘Meeting open for voting’ and follow the steps.
For further information on the live voting process please see the Registration and Voting Guide at - https://www.automicgroup.com.au/virtual agms/
Voting by proxy
A member entitled to attend and vote at the meeting may appoint a proxy. A proxy need not be a member of the Company.
The person appointed as a proxy may be an individual or a body corporate. If entitled to cast two or more votes, the member may appoint one or two proxies.
Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of the member's voting rights. If the proportion is not specified, each proxy may exercise half of the member's voting rights. Fractional votes will be disregarded. Please read carefully the instructions on the Proxy Form and consider how you wish to direct the proxy to vote on your behalf. You may direct the proxy to vote "for", "against" or "abstain" from voting on each resolution or you may leave the decision to the appointed proxy after discussion at the meeting.
The Company encourages shareholders to complete the directions for each resolution on their proxy form.
The Proxy Form must be signed by the member or the member's attorney. Proxies given by corporations must be signed in accordance with the corporation's constituent documents, or as authorised by the Corporations Act.
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To vote by proxy, please use one of the following methods:
| Online | Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.For further information on the online proxy lodgment process please see theOnline Proxy Lodgment Guideathttps://www.automicgroup.com.au/virtual-agms/ |
|---|---|
| By post | Automic, GPO Box 5193, Sydney NSW 2001 |
| By hand | Level 5, 126 Phillip Street, Sydney NSW 2000 |
Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
Power of Attorney
If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.
Corporate Representatives
If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide to the Share Registry prior to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.
Submitting Questions
Shareholders are encouraged to submit any questions they may have of the Company in writing to the Company Secretary at [email protected] by 1.00pm (AEDT) on Tuesday 13 October 2020, two days prior to the meeting. The Company will provide further updates regarding this process through the ASX announcements platform and shareholder updates prior to the meeting.
Eligibility to vote - Record Date
Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) permits the Company to specify a time, not more than 48 hours before the Meeting, at which time a ‘snap shot’ of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting. The Directors have determined such time will be 7:00pm Sydney time on Tuesday 13 October 2020 (Record Date).
Voting Intention of the Chair for all Resolutions
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may change his voting intention on any resolution, in which case an ASX announcement will be made.
Notice of Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of Shareholders of Lake Resources N.L. ACN 079 471 980 will be held 1.00 pm (AEDT) on Thursday 15 October 2020 at Level 5, 126 Phillip Street Sydney NSW 2000 ( Meeting or Extraordinary General Meeting ) and as a virtual meeting .
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
Resolutions
- Resolution 1 – Ratification of prior issue of August Placement Shares issued under Listing Rule 7.1
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 100,666,667 shares issued on 31 August 2020 as part of the August Placement on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”
| Voting | Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 1 by |
|---|---|
| or on behalf of: | |
| (a) | a person who participated in the issue or is a counterparty to the agreement being approved; |
| or | |
| (b) | an Associate of that person or those persons. |
| However, this does not apply to a vote cast in favour of Resolution 1 by: | |
| (i) | a person as proxy or attorney for a person who is entitled to vote on the Resolution, in |
| accordance with directions given to the proxy or attorney to vote on the Resolution in that way; | |
| or | |
| (ii) | the Chair of the Meeting 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 | |
| (iii) | a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a |
| beneficiary provided the following conditions are met: | |
| • 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 | |
| • the holder votes on the Resolution in accordance with directions given by the beneficiary |
|
| to the holder to vote in that way. |
BY ORDER OF THE BOARD Garry Gill and Sinead Teague Joint Company Secretaries
Lake Resources N.L. | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement
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Explanatory Statement
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 1.00 pm (AEDT) on Thursday 15 October 2020 at Level 5, 126 Phillip Street, Sydney, NSW 2000 and as a virtual meeting .
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.
Full details of the business to be considered at the Extraordinary General Meeting are set out below.
Resolutions
Resolution 1 – Ratification of prior issue of August Placement Shares made in accordance with ASX Listing Rule 7.1
Background
The Company issued fully paid ordinary shares pursuant to a placement to sophisticated and professional investors on 31 August 2020 ( August Placement ) and issued 85,666,667 ordinary shares at A$0.03 per share for $2.57 million in new capital before costs and issued 15,000,000 ordinary shares at A$0.0333 per share for $0.5 million in new capital.
Shareholder approval is being sought to ratify the prior issue and allotment of August Placement shares, of which 100,666,667 were issued under ASX Listing Rule 7.1 (Resolution 1).
ASX Listing Rule 7.1
ASX Listing Rule 7.1 restricts listed companies in relation to the number of equity securities that they can issue or agree to issue without shareholder approval. Generally, a listed company cannot, in any 12-month period, issue a number of equity securities which is more than 15% of their fully paid ordinary shares on issue without shareholder approval (15% limit), unless an exception applies.
The issue of August Placement Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date
ASX Listing Rule 7.4
ASX Listing Rule 7.4 provides that where holders of ordinary securities approve a previous issue of securities made without approval under ASX Listing Rule 7.1 but within the company’s 15% capacity, the previous issue is treated as having been made with approval for the purpose of Listing Rule 7.1 if:
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(a) the previous issue did not breach Listing Rule 7.1 when the equity securities were issued; and
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(b) the previous issue is subsequently approved by shareholders.
Shareholder approval is now sought for the issues of securities set out below, pursuant to ASX Listing Rule 7.4, to reinstate the Company’s capacity to issue up to 15% of its ordinary issued capital under ASX Listing Rule 7.1 without seeking further Shareholder approval.
If this Resolution is passed, the issue of the August Placement shares will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the issue date.
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If this Resolution is not passed, the issue of August Placement shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the issue date.
Information required by ASX Listing Rule 7.5
ASX Listing Rule 7.5 requires the following information to be provided to shareholders in relation to the August Placement shares:
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a) The August Placement shares were issued to sophisticated and professional investors.
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b) 100,666,667 August Placement shares were issued pursuant to ASX Listing Rule 7.1 (Resolution 1).
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c) The August Placement shares were issued at an issue price of $0.03 per share (85,666,667 ordinary shares) and $0.0333 per share (15,000,000 ordinary shares), which raised a total of circa $3.05 million (before costs).
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d) The August Placement shares were fully paid on issue and rank equally in all respects with the Company’s existing ordinary shares on issue.
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e) The August Placement shares were issued on 31 August 2020.
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f) Funds raised from the August Placement will be used to will be used to complete production of larger high purity lithium carbonate samples for downstream off-takers and testing from the lithium chloride product from the Lilac Solutions direct lithium extraction pilot plant; to initiate a definitive feasibility study (DFS) for Lake’s Kachi Lithium Brine Project; general exploration; Placement costs and for additional working capital.
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g) A voting exclusion statement applies to this item of business, as set out in the Notice.
Directors’ recommendation
The Board unanimously recommends that Shareholders vote in favour of Resolution 1.
Enquiries
Shareholders are asked to contact the Company Secretary on (02) 8098 1163 or emailing the Company Secretary at [email protected] if they have any queries in respect of the matters set out in these documents.
Lake Resources N.L. | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement
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Glossary
AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.
Associate has the meaning given to it by the ASX Listing Rules.
ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney NSW 2000.
ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.
Board means the current board of Directors of the Company.
Chair means the person chairing the Meeting.
Company or LKE means Lake Resources N.L. ACN 079 471 980.
Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.
Director means a current director of the Company.
Dollar or “ $ ” means Australian dollars.
Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.
Extraordinary General Meeting or EGM or Meeting means the meeting of the Company’s members convened by this Notice of Meeting.
August Placement means the placement to sophisticated and professional investors as announced by the Company on 26 August 2020, and 1 September 2020 and issued on 31 August 2020.
Notice, Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting dated Monday 14 September 2020 including the Explanatory Statement.
Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.
Proxy Form means the proxy form attached to this Notice of Meeting.
Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Share Registry means Automic Registry Services
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