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MANUKA RESOURCES LTD. AGM Information 2022

Nov 13, 2022

65340_rns_2022-11-13_84e9e6e0-bce3-43f7-9eed-de623b33f801.pdf

AGM Information

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MANUKA RESOURCES LIMITED ACN 611 963 225

SUPPLEMENT TO NOTICE OF ANNUAL GENERAL MEETING

The 2022 annual general meeting of Manuka Resources Limited will be held on Level 4 of the Grafton Bond Building, 201 Kent Street, Sydney at 2pm on Thursday, 24 November 2022

This document is a supplement to the Notice of Meeting and the Explanatory Memorandum dated 26 October 2022 (Supplement). An updated Proxy Form accompanies this Supplement

This Supplement should be read carefully and in its entirety. If a Shareholder is in any doubt as to how they should vote on the Resolution included in this Supplement, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter set out in this Supplement (or in the Notice of Meeting and/or in the Explanatory Memorandum), please contact the Company Secretary, Ms Toni Gilholme by telephone on 02 7253 2020 during business hours in Sydney.

Shareholders are urged to attend the Meeting and vote either in person or by lodging the Proxy Form attached to (or accompanying) this Supplement.

MANUKA RESOURCES LIMITED

SUPPLEMENT TO NOTICE OF ANNUAL GENERAL MEETING

SUPPLEMENT TO AGENDA

1. RESOLUTION 6 – GRANT OF OPTIONS TO MR EGGERS

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

“ That, for the purposes of ASX Listing Rule 10.11 (and for all other purposes), Shareholders approve the grant of 12,000,000 Options to Mr Alan Eggers (or his nominee) on the terms and subject to the conditions set out in this Supplement. ”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Mr Eggers and by or on behalf of any other person who will obtain a material benefit as a result of the grant of securities the subject of Resolution 6 (except a benefit solely by reason of being a holder of Shares) and/or by or on behalf of any person who is an Associate of any such person.

However, the Company need not disregard a vote cast in favour of Resolution 6 by:

• a person as proxy or attorney for a person who is entitled to vote on Resolution 6, in
accordance with the directions given to the proxy or attorney to vote on the Resolution
in that way;
• the Chair as proxy or attorney for a person who is entitled to vote on Resolution 6, in
accordance with a direction given to the Chair to vote on the Resolution as the Chair
decides; or
• a holder of Shares acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided that each of the following conditions are
met:
o 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
Resolution 6; and
o
the holder votes on Resolution 6 in accordance with directions given by the
beneficiary to the holder to vote in that way.

Dated: 11 November 2022

By order of the Board

Toni Gilholme

Company Secretary

1

MANUKA RESOURCES LIMITED

SUPPLEMENT TO EXPLANATORY MEMORANDUM

INTRODUCTION

This Supplement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held on Level 4, Grafton Bond Building, 201 Kent Street, Sydney at 2pm (Sydney time) on Thursday, 24 November 2022 .

This Supplement supplements the Explanatory Memorandum and the Notice of Meeting and should also be read carefully and in its entirety. This Supplement contains the terms and conditions on which the Resolution 6 will be voted upon.

Unless otherwise defined in this Supplement, capitalised terms and words used in this Supplement have the meanings given to them in the Notice of Meeting and/or in the Explanatory Meeting dated 26 October 2022. An updated Proxy Form accompanies this Supplement.

1. RESOLUTION 6 – GRANT OF OPTIONS TO MR EGGERS

1.1 General

On 22 August 2022, the Company issued meeting documents in relation to various approvals required in connection with the acquisition by the Company of Trans-Tasman Resources Limited ( TTR ) ( Acquisition ). Inadvertently however, these meeting documents did not include a proposed grant of Options to Mr Eggers (or his nominee). This proposed grant of Options was agreed in connection with the sale by Mr Eggers of his (then existing) options over unissued shares in TTR. This Supplement seeks to solve for that inadvertent omission.

The grant of Options the subject of Resolution 6 requires Shareholder approval under Listing Rule 10.11 for the reasons set out below. Accordingly, this Resolution 6 relates to the proposed grant of 12,000,000 Options to Mr Eggers (or his nominee).

1.2 Listing Rule information

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

  • LR 10.11.1 : a Related Party;

  • LR 10.11.2 : a person who is, or was at any time in the 6 months before the issue or agreement, a “substantial (30%+)” holder in the company;

  • LR 10.11.3 : a person who is, or was at any time in the 6 months before the issue or agreement, a “substantial (10%+)” holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

  • LR 10.11.4 : an Associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

  • LR 10.11.5 : a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders.

Since Mr Eggers is a person to whom Listing Rule 10.11.1 applies and because the proposed grant of securities the subject of Resolution 6 does not fall within any of the exceptions to Listing Rule 10.11 (which are set out in Listing Rule 10.12), Shareholder approval under Listing Rule 10.11 is required.

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If Resolution 6 is passed, it will have the effect of allowing the Company to grant 12,000,000 Options to Mr Eggers (or his nominee) in consideration for the sale by Mr Eggers of all of the TTR options that he previously held to the Company. This sale was agreed between the Company and Mr Eggers as part of the sale of all of TTR’s issued share capital.

If Resolution 6 is not passed, the Company will not be able to proceed with the proposed grant of Options and in such circumstances the Company will be required to pay Mr Eggers a cash amount equivalent to the value (calculated using customary valuation methodology) of the Options that he would have received if Resolution were passed.

To the above noted ends, the Company is seeking Shareholder approval for the proposed grant of 12,000,000 Options to Mr Eggers for the purposes of Listing Rule 10.11. The following information is provided to Shareholders for the purposes of satisfying the disclosure requirements in Listing Rule 10.13:

Listing Rule Required information
10.13.1 The name of the person the subject of Resolution 6 is Mr Alan Eggers.
10.13.2 Since the definition of “Related Party” includes a director of a listed entity, Mr
Eggers is a person to whom Listing Rule 10.11.1 applies.
10.13.3 The Company is proposing to grant a total of 12,000,000 Options to Mr Alan Eggers
or his nominee.
10.13.4 Please see Schedule 1 for a summary of the material terms of the Options the subject
of Resolution 6.
10.13.5 The Company expects that the Options the subject of Resolution 6 will be granted
immediately after the passage of Resolution 6 and in any event the Company will do
so no later than 1 month after the date of the Meeting.
10.13.6 The Options the subject of Resolution 6 will not be granted for cash consideration
but rather will be granted in consideration for all of the options over unissued TTR
shares previously held by Mr Alan Eggers or his nominee.
10.13.7 N/A
10.13.8 Mr Eggers will be paid a Director’s fee of $65,000 per annum (excluding GST) in
relation to FY23.
10.13.9 A summary of the material terms of the agreement pursuant to which TTR was
acquired (Acquisition Agreement) is set out in Schedule 2.
10.13.10 Please refer to the relevant voting exclusion statement included in the Supplement to
the Notice of Meeting.

1.3 Board recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6.

2. FURTHER INFORMATION

The Directors are not aware of any other information which is relevant to the consideration by Shareholders of the Resolutions set out in this Supplement.

3

Schedule 1 - MATERIAL TERMS OF OPTIONS

Number 12,000,000
Expiry Date 5pm (Sydney time) on 31 December 2024
Exercise Price $0.35 per Option
Exercise Period Any time on or before the Expiry Date
Issue of Shares Within 10 business days of the receipt of an exercise notice
(accompanied by the Exercise Price (per Option being exercised)) the
Company will issue the requisite number of Shares to the holder of the
Options being exercised.
Reorganisation In the event of a reorganisation of the Company’s share capital, the
Options the subject of Resolution 6 will be reorganised in accordance
with the requirements of the Listing Rules (and in particular, the
requirements of Listing Rule 7.22).
Quotation The Company will not apply for quotation of the Options the subject of
Resolution 6 on ASX. However, the Company will apply for quotation
of any Shares issued following the exercise of these Options within the
time required by the ASX Listing Rules.
Participation in Future Issues An Option does not entitle its holder to participate in any new issue of
securities in the Company unless the Option is exercised before the
record date for determining entitlements to that new issue and the holder
participates in that issue as a result of holding Shares (i.e. rather than as
a result of holding Options).
Pro Rata Issues If the Company makes a pro rata issue of Shares (except a bonus issue)
to Shareholders and no Share has been issued in respect of the Option
before the record date for determining entitlements to the proposed pro
rata issue, the Exercise Price will be reduced in accordance with the
Listing Rules.
Bonus Issues If the Company makes a bonus issue of Shares to Shareholders and no
Share has been issued in respect of the Option before the record date for
determining entitlements to the proposed bonus issue, the number of
Shares over which the Option is exercisable is increased by the number
of Shares the holder of the Options would have received had the Option
holder exercised the Option before the relevant record date.
Transfer The Options the subject of Resolution 6 are not transferable other than
with the prior written consent of the Company (acting reasonably).

4

SCHEDULE 2 - SUMMARY OF ACQUISITION AGREEMENT

As required by Listing Rule 10.13.9, a summary of the Acquisition Agreement (which agreement documented the arrangements the subject of Resolution 6) is set out below. Shareholders should note that the Acquisition was completed on 11 November 2022.

Consideration Securities On completion of the Acquisition (assuming
that
Shareholders
pass
each
of
the
Resolutions),
the
Company
will
issue
approximately 180 million Consideration
Shares to the TTR Shareholders and TTR
Optionholders, of which approximately 59
million Consideration Shares will be issued
to Mr Alan Eggers (or his nominee) and
approximately 600 thousand Consideration
Shares will be issued to Mr John Seton (or his
nominee) (Mr Eggers and Mr Seton (and their
respective nominee entities) are together
defined as the Founding TTR Shareholders).
Mr Eggers will also be issued with 12,000,000
Options in consideration for the sale and
cancellation of all of his options over
unissued TTR shares.
Board Appointments On completion of the Acquisition, Mr Alan Eggers
and Mr John Seton are expected to be appointed
as Directors.
Voluntary Escrow The Consideration Securities issued to Messrs
Eggers, Berend, Bisset and Grant (and/or their
respective nominees) and Minvest Securities
(New Zealand) Limited on completion of the
Acquisition are subject to a Voluntary Escrow
period of 18 months.
Break Fee A Break Fee of $1m must be paid by:
•
(Voluntary
termination)
the
party
that
voluntarily
terminates
the
Acquisition
Agreement.
•
(Material due diligence issues):
o
the Company, if there is a material
adverse difference between its ASX
disclosures and the results of TTR’s due
diligence; or
o
TTR, if there is a material adverse
difference between the disclosures it has
given to the Company and the results of
the Company’s due diligence.
The Break Fee does not have to be paid by a
party if the other party is unable to satisfy any
Condition Precedent they are obliged to satisfy.
For the benefit of the Company The Acquisition will not complete until the
following Conditions Precedent (amongst others)
are satisfied (or waived by the Company):
•
(Due diligence) satisfactory outcome of the
Company’s due diligence.

5

•
(Regulatory approvals) the receipt by the
Company of any necessary regulatory
approvals for the Acquisition.
•
(TTR
capital
raising)
TTR
having
successfully completed a capital raising of
NZ$2m by 31 August 2022.
•
(Member approval) approval of the issue of
the
Consideration
Securities
by
the
Company’s shareholders.
For the benefit of TTR The Acquisition will not complete until the
following conditions precedent (amongst others)
are satisfied (or waived by TTR):
•
(Due diligence) satisfactory outcome of
TTR’s due diligence.
•
(Regulatory approvals) the receipt by the
Company of any necessary regulatory
approvals.
Major Securityholder reps and warranties The TTR Securityholders who together hold a
substantial
proportion
of
TTR’s
securities
(together, theMajor Securityholders) have
given (or are expected to give) various
customary
representations,
warranties,
indemnities and undertakings to the Company.
These include:
•
Relating to the Major Securityholders
o
(Title
and
capacity)
The
Major
Securityholders
have
the
authority,
capacity and title to sell their TTR
securities to the Company free of
encumbrances.
•
Relating to TTR
o
(Capacity) TTR is validly incorporated,
exists at law and is solvent.
o
(Accounts)
TTR’s
accounts
were
properly prepared and show a true view
of its assets, liabilities and business.
o
(Tenements)
TTR’s
tenements
are
current, valid, not liable to being
cancelled and not subject to litigation.
o
(Assets) TTR is the legal and beneficial
owner of its assets and plant and
equipment and they are in good repair.
o
(Environment)
No
breach
of
environmental
laws
and
no
contamination of TTR’s properties.
o
(Taxes) TTR’s tax affairs are in order, it
has paid all taxes due and has sufficient
provision for those not yet due.
•
The Major Securityholders’ total potential
liability to the Company is capped at 50% of
the purchase price.
Company reps and warranties •
The Company has given (or is expected to
give)various customaryrepresentations,

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warranties, indemnities and undertakings to TTR and its shareholders. These include:

  • (Capacity) the Company is validly incorporated, exists at law, and can issue the Consideration Securities.

  • o (Tenements) the Company’s tenements are current and valid, not liable to being cancelled and they are not the subject of litigation.

  • o (Environment) No breach of environmental laws and no contamination of any of the Company’s properties.

  • (Taxes) the Company’s tax affairs are in order, it has paid all taxes due and has sufficient provision for those not yet due.

  • o (ASX disclosures) Compliance with the continuous disclosure rules of ASX Listing Rules.

  • • The Company’s total potential liability to TTR’s Securityholders is capped at 50% of the purchase price.

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