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MEEKA METALS LIMITED — AGM Information 2022
Oct 3, 2022
65312_rns_2022-10-03_6794a379-c9c9-4205-ba87-901ed4058498.pdf
AGM Information
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Notice of 2022 Annual General Meeting
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4 October 2022
Dear Shareholder,
Meeka Metals Limited (“ Meeka ” or “ the Company ”) advises that its Annual General Meeting (Meeting) will be held in person at Trinity on Hampden, 230 Hampden Road, Crawley WA 6009 on Thursday 3 November 2022 at 10:00am (AWST).
As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless a shareholder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting can be viewed and downloaded from the website https://meekametals.com.au/. Alternatively, a complete copy of the Meeting documents has been posted to the Company’s ASX market announcements page. https://www2.asx.com.au/markets/company/mek
Each resolution will be decided by poll based on proxy votes and by votes from Shareholders in attendance at the Meeting. Shareholders are encouraged to vote by lodging the proxy form attached to this letter, in accordance with the instructions set out in the proxy form, by no later than 10:00am (AWST) on Tuesday 1 November 2022 (being at least 48 hours prior to the start of the Meeting).
This announcement was authorised by the Board of Meeka Metals Limited.
Yours sincerely,
Harry Miller Company Secretary
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MEEKA METALS LIMITED ACN 080 939 135
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 10:00am AWST DATE : Thursday, 3 November 2022 PLACE : Trinity on Hampden, 230 Hampden Road, Crawley WA 6009
The business of the Meeting affects your shareholding and your vote is important.
This Notice 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.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00am on Tuesday, 1 November 2022.
BUSINESS OF THE MEETING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2022.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
A voting prohibition statement applies to this Resolution. Please see below.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ROGER STEINEPREIS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Roger Steinepreis, a Director, retires by rotation, and being eligible, is re-elected as a Director.”
4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – PAUL ADAMS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Paul Adams, a Director, retires by rotation, and being eligible, is re-elected as a Director.”
5. RESOLUTION 4 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES
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 7.4 and for all other purposes, Shareholders ratify the prior issue of 138,057,000 Tranche 1 Placement Shares on the terms and conditions set out in the Explanatory Memorandum.”
A voting exclusion statement applies to this Resolution. Please see below.
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6. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR ROGER STEINEPREIS
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 10.11 and for all other purposes, approval is given for the Company to issue 5,000,000 Tranche 2 Placement Shares to Mr Roger Steinepreis (or his nominee) on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
7. RESOLUTION 6 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR TIM DAVIDSON
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 10.11 and for all other purposes, approval is given for the Company to issue 1,666,667 Tranche 2 Placement Shares to Mr Tim Davidson (or his nominee) on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
8. RESOLUTION 7 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR PAUL CHAPMAN
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 10.11 and for all other purposes, approval is given for the Company to issue 1,666,667 Tranche 2 Placement Shares to Mr Paul Chapman (or his nominee) on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
9. RESOLUTION 8 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO PAUL ADAMS
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 10.11 and for all other purposes, approval is given for the Company to issue 833,333 Tranche 2 Placement Shares to Mr Paul Adams (or his nominee) on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
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10. RESOLUTION 9 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution :
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 on the terms and conditions set out in the Explanatory Statement.”
11. RESOLUTION 10 – REPLACEMENT OF CONSTITUTION
To consider and, if thought fit, to pass the following resolution as a special resolution :
“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”
Dated: 4 October 2022
By order of the Board
Mr Harry Miller Company Secretary
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Voting Prohibition Statements
| Resolution 1 – Adoption of Remuneration Report |
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. |
|---|---|
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution 4 – Ratification of Tranche 1 Placement Shares |
A person who participated in the issue or is a counterparty to the agreement being approved (namely participants in the Placement) or an associate of that person or those persons. |
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| Resolution 5 – Issue of Tranche 2 Placement Shares to Mr Roger Steinepreis |
Mr Roger Steinepreis (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 6 – Issue of Tranche 2 Placement Shares to Mr Tim Davidson |
Mr Tim Davidson (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 7 – Issue of Tranche 2 Placement Shares to Mr Paul Chapman |
Mr Paul Chapman (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 8 – Issue of Tranche 2 Placement Shares to Mr Paul Adams |
Mr Paul Adams (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
However, this does not apply to a vote cast in favour of the Resolution by:
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(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
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(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
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(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:
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(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
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9482 0500.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://www.meekametals.com.au/.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was 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 as directors of the company is approved will be the directors of the company.
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2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.
3. RESOLUTIONS 2 AND 3 – RE-ELECTION OF DIRECTORS
3.1 General
Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.
The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Mr Roger Steinepreis, who has served as a Director since 5 November 2012 and who last re-elected on 23 November 2020, retires by rotation and seeks reelection.
Mr Paul Adams, who was appointed by other Directors to the Board on 15 February 2021 and who was elected on 24 November 2021, retires by rotation and seeks re-election.
3.2 Qualifications and other material directorships of Mr Steinepreis
Mr Steinepreis graduated from the University of Western Australia where he completed his law degree. Mr Steinepreis was admitted as a barrister and solicitor of the Supreme Court of Western Australia in 1987 and has been practicing as a lawyer for over 30 years. Mr Steinepreis is the legal adviser to a number of public companies on a wide range of corporate related matters. His areas of practice focus on company restructures, initial public offerings and takeovers.
Mr Steinepreis is currently also a Non-Executive Director of Clearvue Technologies Limited (ASX: CPV).
3.3 Qualifications and other material directorships of Mr Adams
Mr Adams is a qualified geologist and finance professional with over 30 years’ experience across capital markets, exploration and mining. Paul was Managing Director of Spectrum Metals Limited prior to it being taken over by Ramelius Resources and previously served as Director – Head of Research and Natural Resources at DJ Carmichael Pty Ltd for 12 years. Paul’s operational experience includes senior roles with leading mining companies Placer Dome, Australian Gold Mines Ltd and Dominion Mining, both within Australia and overseas. Paul holds a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australia.
3.4 Independence
If re-elected the Board does not consider Mr Steinepreis or Mr Adams to be independent Directors.
3.5 Board recommendation
The Board has reviewed Mr Steinepreis’ and Mr Adams’ performances since their appointment to the Board and considers that their skills and experience will
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continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Steinepreis and Mr Adams and recommends that Shareholders vote in favour of Resolutions 2 and 3.
4. BACKGROUND TO PLACEMENT
4.1 General
On 15 August 2022, the Company announced a placement to raise $8,800,000 (before costs) ( Placement ) via the issue of an aggregate of 147,223,667 Shares at an issue price of $0.06 per Share ( Placement Shares ), where:
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(a) the first tranche of Placement Shares (being 138,057,000 Shares to raise $8,283,420 (before costs)) was issued to professional and sophisticated investors on 19 August 2022 pursuant to the Company’s capacity under Listing Rule 7.1 ( Tranche 1 Placement Shares ); and
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(b) the second tranche of Placement Shares (being an aggregate of 9,166,667 Placement Shares to raise $550,000 (before costs)) is proposed to be issued, subject to Shareholder approval, to directors Mr Roger Steinepreis, Mr Tim Davidson, Mr Paul Chapman and Mr Paul Adams (together, the Participating Directors ) as follows:
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(i) 5,000,000 Shares to Mr Steinepreis (the subject of Resolution 5);
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(ii) 1,666,667 Shares to Mr Davidson (the subject of Resolution 6);
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(iii) 1,666,667 Shares to Mr Chapman (the subject of Resolution 7); and
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(iv) 833,333 Shares to Mr Adams (the subject of Resolution 8),
(together, the Tranche 2 Placement Shares ).
4.2 Use of Funds
The Company intends to use the funds raised from the Placement for the following:
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(a) drilling along the 7km long shear system, that already hosts both St Anne’s and Turnberry deposits, with a focus on high-grade gold discovery at St Anne’s;
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(b) preparation of a pre-feasibility study for the Murchison Gold Project which is due in the December 2022 quarter;
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(c) strike extension drilling for gold lodes at Circle Valley, Albany-Fraser Province;
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(d) rare earth mineral resource infill drilling at Circle Valley;
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(e) rare earths drilling at Cascade; and
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(f) rare earth metallurgy test work and process flowsheet development.
4.3 Lead Manager
The Company engaged the services of Bell Potter Securities Limited ( Bell Potter ) to act as lead manager to the Placement. In consideration for Bell Potter providing
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these lead manager services to the Company, the Company has agreed to pay Bell Potter a 6% fee on the amount raised under the Placement (excluding the funds raised from investors introduced by the Company).
5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES
5.1 General
Resolution 4 seeks Shareholder ratification for the issue of the Tranche 1 Placement Shares on the terms set out below.
5.2
Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions which are contained in Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), 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.
The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions in Listing Rule 7.2 and, as it has not yet been approved by the Company’s Shareholders, it has used 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.
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
However, the Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 4 seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.
5.3
Technical Information required by Listing Rule 14.1A
If Resolution 4 is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
If Resolution 4 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, reducing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
5.4
Technical Information required by Listing Rule 7.4
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 4:
- (a) a total of 138,057,000 Tranche 1 Placement Shares were issued under Listing Rule 7.1;
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(b) the issue price of the Tranche 1 Placement Shares was $0.06 per Share. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Placement Shares;
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(c) the Tranche 1 Placement Shares were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
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(d) the Tranche 1 Placement Shares were issued on 19 August 2022;
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(e) the Tranche 1 Placement Shares were allotted and issued to Placement participants who are professional and sophisticated investors and clients and contacts of Bell Potter Securities Limited;
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(f) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that no Placement participants were related parties of the Company, Key Management Personnel, substantial holders of the Company, advisers of the Company, an associate of any of these parties or were issued more than 1% of the Company’s issued capital;
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(g) the purpose of the issue of the Tranche 1 Placement Shares was to raise capital to fund drilling, project advancement works and increase working capital as further detailed in Section 4.2;
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(h) the Tranche 1 Placement Shares were not issued under an agreement; and
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(i) a voting exclusion statement for this Resolution 4 is set out in the Notice.
5.5 Board recommendation
The Directors of the Company believe Resolution 4 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.
6. RESOLUTIONS 5 TO 8 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO THE PARTICIPATING DIRECTORS
6.1 General
As mentioned in Section 4.1 above, the Participating Directors wish to participate in the Placement on the same terms as non-related parties who received Tranche 1 Placement Shares ( Participation ).
Subject to Shareholder approval being obtained for Resolutions 6 to 9, the Participating Directors will be issued an aggregate of 9,166,667 Tranche 2 Placement Shares as follows:
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(a) 5,000,000 Tranche 2 Placement Shares to Mr Roger Steinepreis (the subject of Resolution 5);
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(b) 1,666,667 Tranche 2 Placement Shares to Mr Tim Davidson (the subject of Resolution 6);
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(c) 1,666,667 Tranche 2 Placement Shares to Mr Paul Chapman (the subject of Resolution 7); and
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- (a) 833,333 Tranche 2 Placement Shares to Mr Paul Adams (the subject of Resolution 8).
Consequently, Resolutions 5 to 8 seek Shareholder approval for the issue of the Tranche 2 Placement Shares to the Participating Directors.
6.2 Technical Information required by Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:
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10.11.1 a related party;
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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;
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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;
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10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
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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.
As the Participating Directors’ participation in the Placement involves the issue of Shares to related parties of the Company, Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. The issue of the Tranche 2 Placement Shares to the Participating Directors does not fall within an exception set out in Listing Rule 10.12 and therefore requires the approval of Shareholders.
Resolutions 5 to 8 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.
6.3 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
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(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
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(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The passing of Resolutions 5 to 8 will result in the issue of Tranche 2 Placement Shares which constitutes giving of a financial benefit and the Participating Directors are related parties of the Company by virtue of each being a director of the Company.
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The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Tranche 2 Placement Shares because the Tranche 2 Placement Shares will be issued to the Participating Directors (and/or their respective nominee/s) on the same terms as the Tranche 1 Placement Shares issued to non-related parties who participated in the Placement. As such, the giving of the financial benefit is on arm’s length terms.
6.4 Technical Information required by Listing Rule 14.1A
If Resolutions 5 to 8 are passed, the Company will be able to proceed with issuing the Tranche 2 Placement Shares to the Participating Directors as part of the Placement. This will occur within one month after the date of the Meeting (or such later date as permitted by an ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 4.2 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Tranche 2 Placement Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Tranche 2 Placement Shares will not use up any of the Company’s 15% annual placement capacity.
If Resolutions 5 to 8 are not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares to the Participating Directors and no further funds will be raised in respect of the Placement. Consequently, the Company may need to seek an alternative means of raising capital.
6.5 Technical Information required by Listing Rule 10.13
The following information is provided for the purposes of Listing Rule 10.13 in relation to Resolutions 5 to 8:
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(a) the Tranche 2 Placement Shares will be issued to the Participating Directors (and/or their respective nominee/s) as follows:
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(i) 5,000,000 Shares to Mr Roger Steinepreis (and/or his nominee/s) (the subject of Resolution 5);
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(ii) 1,666,667 Shares to Mr Tim Davidson (and/or his nominee/s) (the subject of Resolution 6);
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(iii) 1,666,667 Shares to Mr Paul Chapman (and/or his nominee/s) (the subject of Resolution 7);
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(iv) 833,333 Shares to Mr Paul Adams (and/or his nominee/s) (the subject of Resolution 8); and
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(b) the issue of the Tranche 2 Placement Shares to the Participating Directors falls under Listing Rule 10.11.1 by virtue of each of the Participating Directors being a director of the Company;
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(c) the maximum number of Tranche 2 Placement Shares to be issued to the Participating Directors (and/or their respective nominee/s) is 9,166,667 Shares;
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(d) the Tranche 2 Placement Shares issued under Resolutions 5 to 8 will be issued no later than 1 month after the date of the Meeting and it is intended that the issue will occur on the same date;
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(e) the issue price of the Tranche 2 Placement Shares will be $0.06 per Tranche 2 Placement Share, being the same issue price as the Tranche 1 Placement Shares issued by the Company under the Placement;
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(f) the purpose of the issue of the Tranche 2 Placement Shares is to raise capital for the purposes outlined in Section 4.2;
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(g) the issue of the Tranche 2 Placement Shares to the Participating Directors is not intended to remunerate or incentivise the Participating Directors;
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(h) the issue of the Tranche 2 Placement Shares under the Placement is not in accordance with any agreement; and
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(i) voting exclusion statements are included for Resolutions 5 to 8 in this Notice.
7. RESOLUTION 9 – APPROVAL OF 7.1A MANDATE
7.1 General
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.
However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.
As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $69,857,189,490 (based on the number of Shares on issue (including the Shares the subject of Resolutions 5 – 8) and the closing price of Shares on the ASX on 12 September 2022 of $0.066).
Resolution 9 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.
If Resolution 9 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 9 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under 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.
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7.2 Technical information required by Listing Rule 7.1A
Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 9:
(a) Period for which the 7.1A Mandate is valid
The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:
-
(i) the date that is 12 months after the date of this Meeting;
-
(ii) the time and date of the Company’s next annual general meeting; and
-
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).
(b)
Minimum price
Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:
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(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
-
(ii) if the Equity Securities are not issued within 10 trading days of the date in Section 7.2(b)(i), the date on which the Equity Securities are issued.
(c) Use of funds raised under the 7.1A Mandate
The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the purposes outlined in clause 1.2.
- (d) Risk of Economic and Voting Dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.
If Resolution 9 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 12 September 2022.
The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic
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dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.
| Dilution | Dilution | ||||
|---|---|---|---|---|---|
| Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) |
Shares issued – 10% voting dilution |
Issue Price | |||
| $0.033 | $0.066 | $0.10 | |||
| 50% decrease |
Issue Price | 50% increase |
|||
| Funds Raised | |||||
| Current | 1,067,608,932 | 106,760,893 | $3,523,109 | $7,046,218 | $10,569,328 |
| 50% increase |
1,601,413,398 | 160,141,339 | $5,284,664 | $10,569,328 | $15,853,992 |
| 100% increase |
2,135,217,864 | 213,521,786 | $7,046,218 | $14,092,437 | $21,138,656 |
*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
-
There are currently 1,067,608,932 Shares on issue comprising:
-
(a) 1,058,442,265 existing Shares as at the date of this Notice; and
-
(b) 9,166,667 Shares which will be issued if Resolutions 5 to 8 are passed at this Meeting.
-
The issue price set out above is the closing market price of the Shares on the ASX on 12 September 2022 (being $0.066).
-
The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
-
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
-
The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
-
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
-
This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
-
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%.
-
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
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- (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
(e)
Allocation policy under the 7.1A Mandate
The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:
-
(i) the purpose of the issue;
-
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
-
(iii) the effect of the issue of the Equity Securities on the control of the Company;
-
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
-
(v) prevailing market conditions; and
-
(vi) advice from corporate, financial and broking advisers (if applicable).
(f)
Previous approval under Listing Rule 7.1A
The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 24 November 2021 ( Previous Approval ).
During the 12 month period preceding the date of the Meeting, being on and from 3 November 2021, the Company has not issued any Equity Securities pursuant to the Previous Approval.
7.3 Voting Exclusion Statement
As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.
8. RESOLUTION 10 – REPLACEMENT OF CONSTITUTION
8.1 General
A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.
Resolution 10 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.
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This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted on 21 November 2019.
The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.
The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature. A summary of the material changes proposed to be included in the Proposed Constitution is set out in section 8.2 below.
The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.
A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website http://www.meekametals.com.au/ and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.
8.2 Summary of material proposed changes
Restricted Securities (clause 2.12)
The Proposed Constitution complies with the recent changes to Listing Rule 15.12 which took effect from 1 December 2019. As a result of these changes, ASX will require certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal escrow agreement in the form Appendix 9A, as is currently the case. However, for less significant holdings (such as non-related parties and non-promoters), ASX will permit the Company to issue restriction notices to holders of restricted securities in the form of the new Appendix 9C advising them of the restriction rather than requiring signed restriction agreements.
Use of technology (clause 14)
The Proposed Constitution includes a new provision to permit the use of technology at general meetings (including wholly virtual meetings) to the extent permitted under the Corporations Act, Listing Rules and applicable law.
Partial (proportional) takeover provisions (new clause 36)
A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.
Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.
This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.
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Information required by section 648G of the Corporations Act
Effect of proposed proportional takeover provisions
Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.
Reasons for proportional takeover provisions
A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.
Knowledge of any acquisition proposals
As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Potential advantages and disadvantages of proportional takeover provisions
The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.
The potential advantages of the proportional takeover provisions for Shareholders include:
-
(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
-
(b) assisting in preventing Shareholders from being locked in as a minority;
-
(a) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
-
(b) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.
The potential disadvantages of the proportional takeover provisions for Shareholders include:
-
(a) proportional takeover bids may be discouraged;
-
(b) lost opportunity to sell a portion of their Shares at a premium; and
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- (c) the likelihood of a proportional takeover bid succeeding may be reduced.
Recommendation of the Board
The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 10.
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GLOSSARY
-
$ means Australian dollars.
-
7.1A Mandate has the meaning given in Section 7.1.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
-
(a) a spouse or child of the member;
-
(b) a child of the member’s spouse;
-
(c) a dependent of the member or the member’s spouse;
-
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
-
(e) a company the member controls; or
-
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means Meeka Metals Limited (ACN 080 939 135).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Listing Rules means the Listing Rules of ASX.
Managing Director means the managing director of the Company who may, in accordance with the Listing Rules, continue to hold office indefinitely without being reelected to the office.
Meeting means the meeting convened by the Notice.
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Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2022.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.
WST means Western Standard Time as observed in Perth, Western Australia.
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ABN 23 080 939 135
LODGE YOUR VOTE
ONLINE www.linkmarketservices.com.au
BY MAIL Meeka Metals Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX +61 2 9287 0309
BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:00am (AWST) on Tuesday, 1 November 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, 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.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as 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 and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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; and
(b) return both forms together.
SIGNING 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, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney 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.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
PROXY FORM
I/We being a member(s) of Meeka Metals Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AWST) on Thursday, 3 November 2022 at Trinity on Hampden, 230 Hampden Road, Crawley WA 6009 (the Meeting) and at any postponement or adjournment of the Meeting.
Important for Resolutions 1, 5, 6, 7 & 8: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 5, 6, 7 & 8, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
Resolutions
For Against Abstain For Against Abstain 1 Adoption of Remuneration Report 9 Approval of 7.1A Mandate
-
2 Re-Election of Director – Roger Steinepreis
-
3 Re-Election of Director – Paul Adams
-
4 Ratification of Tranche 1 Placement Shares
-
5 Approval to Issue Tranche 2 Placement Shares to Mr Roger Steinepreis
-
6 Approval to Issue Tranche 2 Placement Shares to Mr Tim Davidson
-
7 Approval to Issue Tranche 2 Placement Shares to Mr Paul Chapman
-
8 Approval to Issue Tranche 2 Placement Shares to Mr Paul Adams
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10 Replacement of Constitution
* 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 yourvotes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) | Joint Shareholder 2 (Individual) | Joint Shareholder 3 (Individual) |
|---|---|---|
| Sole Director and Sole Company Secretary | Director/Company Secretary (Delete one) | Director |
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
MEK PRX2202D