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NEX METALS EXPLORATION LIMITED — Proxy Solicitation & Information Statement 2010
Sep 19, 2010
65427_rns_2010-09-19_8dd310e4-df1d-4c11-9d57-b4ebbad7155a.pdf
Proxy Solicitation & Information Statement
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ACN 124 706 449
of Unit 2, 42-52 Terrace Road, East Perth WA 6004
Circular to Shareholders including NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT PROXY FORM
General Meeting of Nex Metals Explorations Ltd to be held at the Hyatt Regency Hotel, Adelaide Terrace, Perth WA 6000 on 25th day, of October 2010 commencing at 10.00 am (WST).
This document should be read in its entirety. If after reading this Circular to Shareholders, you have any questions or doubts as to how you should vote, you should contact your stockbroker, solicitor, accountant or professional adviser.
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NEX METALS EXPLORATIONS LTD ACN 124 706 449
Corporate Directory
| Directors | Thomas Percy QC | Chairman – Non-Executive |
|---|---|---|
| Kenneth Allen | Managing Director | |
| Horst Edmund Prumm | Director | |
| Kasit Phisitkul | Director – Non-Executive | |
| Hock Hoo Chua | Director – Non-Executive | |
| Secretary | Kenneth Allen | |
| Head Office | Unit 2 | |
| 42-52 Terrace Road | ||
| EAST PERTH | ||
| WESTERN AUSTRALIA 6004 | ||
| Phone: (08) 9221 6813 | ||
| Fax: (08) 9221 3091 |
||
| Website: www.nexmetals.com |
||
| Registered Office | Unit 2 | |
| 42-52 Terrace Road | ||
| EAST PERTH | ||
| WESTERN AUSTRALIA 6004 | ||
| Auditors | RMS Bird Cameron Pty Ltd | |
| 12 St Georges Terrace | ||
| PERTH | ||
| WESTERN AUSTRALIA 6000 | ||
| Solicitors | Lawton Gillon | |
| Level 11 | ||
| 16 St Georges Terrace | ||
| PERTH | ||
| WESTERN AUSTRALIA 6000 | ||
| Share Registry | Security Transfer Registrars Pty. Limited | |
| 770 Canning Highway | ||
| APPLECROSS | ||
| WESTERN AUSTRALIA 6153 | ||
| ASX Code | NME,NMEO |
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NEX METALS EXPLORATIONS LTD
ACN 124 706 449
Notice of General Meeting
NOTICE IS GIVEN THAT a General Meeting of the Company will be held at the Hyatt Regency Hotel, Adelaide Terrace, Perth WA 6000 on 25th day of October 2010 commencing at 10.00 am (WST).
Information on the proposals to which the resolutions set out below relates is contained in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.
BUSINESS OF THE MEETING
ORDINARY BUSINESS
RESOLUTION
1. RESOLUTION 1 – SUBSEQUENT APPROVAL OF SECURITIES
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purposes of Listing Rule 7.4 of the Listing Rules of the ASX and for all other purposes, the issue of 8,540,000 Securities by way of placement on the dates and on the terms set in the Explanatory Statement be subsequently approved.”
Voting Exclusion
In accordance with Listing Rule 7.5.6, any votes cast on Resolution 1 by or on behalf of a person who participated in the placement and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of Shares, if Resolution 1 is passed, or any of the respective associates of such persons, will be disregarded.
However, the Company need not disregard a vote if:
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it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
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2. RESOLUTION 2 – APPROVAL TO ISSUE SECURITIES
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of Listing Rule 7.1 of the Listing Rules of the ASX and for all other purposes the Company be authorised to issue up to 30,000,000 fully paid ordinary Shares at an issue price of not less than 80 per cent of the average market price of the fully paid ordinary Shares of the Company where the average market price is calculated over the last 5 days on which sales in the Company’s Shares were recorded before the day on which the issue is made and otherwise on the terms and conditions as set out in the Explanatory Statement together with one free attached option for each two shares issued on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion
In accordance with Listing Rule 7.3.8, any votes cast on Resolution 2 by or on behalf of a person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of Shares, if Resolution 2 is passed, or any of the respective associates of such persons, will be disregarded.
However, the Company need not disregard a vote if:
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it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
3. RESOLUTION 3 – APPROVAL TO ISSUE SECURITIES TO DIRECTORS
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purposes of Listing Rule 10.11 of the Listing Rules of the ASX and for all other purposes and subject to the passing of Resolution 2 above, the Company be authorised to issue up to 5,000,000 fully paid ordinary Shares on the same terms and conditions as the shares issued the subject of Resolution 2, including the issue of one free attached option for each two shares issued from the shares and options authorised to be issued under Resolution 2, to the Directors of the Company but not at a price less than $0.175 per share with free attaching options.”
Voting Exclusion
In accordance with Listing Rule 10.13.6, any votes cast on Resolution 3 by or on behalf of a person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of Shares, if Resolution 3 is passed, or any of the respective associates of such persons, will be disregarded.
However, the Company need not disregard a vote if:
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it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
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“Snap-Shot” Time
The Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.
The Company’s directors have determined that all Shares of the Company that are quoted on ASX at 5.00 pm WST, 22 October 2010 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.
PROXIES
Please note that:
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(a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
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(b) a proxy need not be a member of the Company; and
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(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy may exercise half of the votes.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.
DATED: 20 September 2010
BY ORDER OF THE BOARD
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KENNETH ALLEN
Company Secretary Nex Metals Explorations Ltd
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EXPLANATORY STATEMENT
This Explanatory Statement is an important document. You should read the document. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice of Meeting, you should contact your stockbroker or other professional adviser.
General Information .
This Explanatory Statement has been prepared for the information of Shareholders of Nex Metals Explorations Ltd in connection with the business to be conducted at the General Meeting to be held at the Hyatt Regency Hotel, Adelaide Terrace, Perth, Western Australia on the date set out in the notice of meeting.
The purpose of this Explanatory Statement is to provide Shareholders with information which is reasonably required by Shareholders to decide how to vote upon the resolution. This Explanatory Statement should be read in conjunction with the accompanying Notice of General Meeting.
The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of General Meeting. This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.
RESOLUTION 1 – SUBSEQUENT APPROVAL OF SECURITIES
Proposed subsequent shareholder approval
Listing Rule 7.1 imposes a 15% cap on the number of new securities that a company can issue over any 12 month period without shareholder approval. ASX Listing Rule 7.4 allows a company to seek the subsequent approval of shareholders for an issue of securities. Shareholder approval of securities previously issued refreshes the Company's 15% annual capacity to raise additional capital without the need to obtain shareholder approval. This provides additional funding flexibility for the Company.
Effect of the proposal
If Resolution 1 is approved, the Company will not have to count the securities the subject of Resolution 1 towards the 15% limit of securities that may be issued by the Company in any 12 month period under Listing Rule 7.1. Accordingly, if Resolution 1 is passed, the Company's annual capacity to issue capital within the 15% limit under Listing Rule 7.1 will be refreshed. The Directors of the Company consider it prudent to maintain such funding flexibility as part of the Company’s capital management strategy.
If Resolution 1 is not approved, it will have no effect upon the 8,540,000 Securities issued under the Placement. Those Shares have already been issued and quoted on the ASX. However the securities issued would be counted towards the 15% of additional securities that may be issued by the Company in any twelve month period under Listing Rule 7.1. The securities were issued to the following:
| Allottee (29/4/2010) | No of Shares | Issue Price | No of Options | Issue price |
|---|---|---|---|---|
| Nikola Vujcic | 625,000 | 0.20 | 625,000 | 0.00 |
| Topsands Pty Ltd | 750,000 | 0.20 | 750,000 | 0.00 |
| Glen Murray | 250,000 | 0.20 | 250,000 | 0.00 |
| Glamuzina Super Fund | 200,000 | 0.20 | 200,000 | 0.00 |
| Bilberry Pty Ltd | 125,000 | 0.20 | 125,000 | 0.00 |
| Bernd Prumm | 450,000 | 0.20 | 450,000 | 0.00 |
| Margaret Phillips | 125,000 | 0.20 | 125,000 | 0.00 |
| Carl Scarvaci | 150,000 | 0.20 | 150,000 | 0.00 |
| Peter & Margaret Maxwell | 75,000 | 0.20 | 75,000 | 0.00 |
| Slobodam Roso Kata Roso | 100,000 | 0.20 | 100,000 | 0.00 |
| Barry & Kim Dick | 125,000 | 0.20 | 125,000 | 0.00 |
| Allottee (26/08/2010) | ||||
| Carol Mason | 250,000 | 0.20 | 250,000 | 0.00 |
| DJ & MA Milne | 100,000 | 0.20 | 100,000 | 0.00 |
| Hock Chua | 860,000 | 0.175 | 430,000 | 0.00 |
| Siang Goh | 400,000 | 0.175 | 200,000 | 0.00 |
| TOTAL No OF SECURITIES | 4,585,000 | 3,955,000 |
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Use of funds raised
The funds raised from the issue of the Securities were used for general working capital purposes.
The Securities were issued on the same terms and conditions as the Company’s existing ordinary Shares.
Recommendation
In order to ensure that the Company has adequate funding flexibility, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.
RESOLUTION 2 – APPROVAL TO ISSUE SECURITIES
Background for Resolution 2
Proposed shareholder approval
Listing Rule 7.1 imposes a 15% cap on the number of new securities that a company can issue over any 12 month period without shareholder approval. Listing Rule 7.1 allows a company to seek the approval of shareholders to an issue of securities which would exceed the 15% annual cap prescribed by it.
To give the Company flexibility and the capacity to issue Shares within 3 months of the date of this meeting, the Company seeks approval of shareholders to enable up to 30,000,000 fully paid ordinary Shares to be issued at not less than 80 per cent of the market price of the Company’s Shares calculated over the last 5 days on which sales in the Shares were recorded before the day on which the issue is made. With each 2 shares issued the Company will issue 1 Option on the terms and conditions set out in Annexure “A” to this Statement.
The Company has not identified any allottees of the proposed Shares and does not have any arrangements in place to issue the Shares.
Effect of proposal
If Resolution 2 is approved, the Company will issue up to 30,000,000 fully paid ordinary Shares to various allottees The funds raised will be used for general working capital purposes to assist in the development of the Company’s Kookynie Gold Project.
For the purposes of Listing Rule 7.3 the Company provides the following information:
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(a) the maximum number of securities to be issued is 30,000,000 fully paid Shares and 15,000,000 Options;
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(b) the Shares and Options will be issued and allotted progressively within 3 months of the date of this meeting;
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(c) the issue price of the Shares is to be not less than 80 per cent of the market price of the Company’s Shares calculated over the last 5 days on which sales in the Shares were recorded before the day on which the issue is made. The Options will be free attached and no additional consideration will be received;
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(d) the Shares and Options will be issued to various allottees who are yet to be determined;
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(e) these Shares will be issued on the same terms and conditions as the Company’s existing ordinary Shares. The Options will be issued on the terms set out in Annexure “A”;
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(f) the amount raised from the issue of the Shares is not able to be determined at this time, however the amount raised will be used for general working capital of the Company, including the advancement of the Company’s Kookynie Gold Project.
Recommendation
The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.
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RESOLUTION 3 – APPROVAL TO ISSUE SECURITIES TO DIRECTORS
Background for Resolution 3
Proposed shareholder approval
Listing Rule 10.11 prohibits the Company from issuing securities to the directors of the Company unless shareholder approval is obtained.
Resolution 3 will only be considered if Resolution 2 is passed by shareholders. The purpose of Resolution 3 is to enable the directors of the Company to participate in a placement of shares made following the passing of Resolution 2. The maximum number of shares which the directors may subscribe for is 5,000,000 fully paid shares and 2,500,000 options. The shares and options will be issued on the same terms and conditions as the shares and options issued under Resolution 2.
The total number of shares and options to be issued pursuant to Resolutions 2 and 3 is 35,000,000 shares and 17,500,000 options. The shares and options which may be issued to the directors pursuant to Resolution 3 entitle the Company to issue that number of shares and options to the directors which form part of the shares and options that may be issued pursuant to Resolution 2.
Effect of proposal
If Resolution 2 is approved, the Company may issue up to 5,000,000 fully paid ordinary Shares to the directors of the Company. The funds raised will be used for general working capital purposes to assist in the development of the Company’s Kookynie Gold Project.
For the purposes of Listing Rule 10.11 the Company provides the following information:
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(g) the maximum number of securities to be issued is 5,000,000 fully paid Shares and 2,500,000 Options with any one director receiving 5,000,000 shares and 2,500,000 options;
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(h) the Shares and Options will be issued and allotted progressively within 1 months of the date of this meeting unless a waiver is granted by the ASX to allow it to be longer;
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(i) the issue price of the Shares is to be not less than 80 per cent of the market price of the Company’s Shares calculated over the last 5 days on which sales in the Shares were recorded before the day on which the issue is made in any event not less than $0.175 per share.. The Options will be free attached and no additional consideration will be received;
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(j) the Shares and Options will be issued to any one or more of the directors of the Company, being Thomas Percy, Kenneth Allen, Horst Prumm, Kasit Phisitkul and Hock Hoo Chua;
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(k) the Shares will be issued on the same terms and conditions as the Company’s existing ordinary Shares. The Options will be issued on the terms set out in Annexure “A”;
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(l) the proceeds raised from the issue of the Shares will be used for general working capital of the Company, including the advancement of the Company’s Kookynie Gold Project.
Recommendation
As each of the Directors has an interest in Resolution 3, they each decline to make a recommendation to Shareholders.
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In this Notice of Meeting and Explanatory Statement, the following terms have the following unless the context otherwise requires:
DEFINITIONS
“ASIC” means the Australian Securities & Investments Commission;
“ASX” means Australian Securities Exchange Limited (ACN 008 624 691);
“Board” means the Directors of the Company from time to time;
“Business Day” has the meaning ascribed to that term by the Listing Rules;
“Company” means Nex Metals Explorations Ltd (ACN 124 706 449);
“Directors” means each of the persons who acts as directors of the Company;
“Listing Rules” means the official listing rules of ASX;
“Meeting” and “Shareholders’ Meeting” means the meeting of Shareholders convened by the Notice;
“Notice” means the notice of meeting to which this Explanatory Statement is attached;
“Shares” means ordinary fully paid Shares in the capital of the Company and “Shareholders” has a corresponding meaning;
NOTES
A shareholder who is entitled to attend and vote at a meeting of shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the company.
Where a voting exclusion applies, the company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions of the proxy form or it is cast by a person chairing the meeting as proxy for person who is entitled to vote in accordance with the direction of the proxy form to vote as the proxy decides. The directors of the company have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting. The snapshot date is stated above.
A proxy form is attached. If required, it should be completed, signed and returned in accordance with the proxy instructions on that form. To be effective, the proxy form (and any power of attorney) must be lodged at the registered office of the company not less than 48 hours before the time of holding the meeting. The proxy may be lodged by facsimile transmission to Security Transfer Registrars facsimile number:- (08) 9315 2333.
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ANNEXURE “A”
TERMS AND CONDITIONS OF OPTIONS EXPIRING 30 November 2011 (AMOUNT PAYABLE: 25 CENTS)
1. Entitlement
Each Option shall entitle the holder the right to subscribe (in cash) for one (1) Share in the capital of the Company.
2. Option Period
Each Option will expire at 5.00pm WST on 30 November 2011 (such date being referred to as the “Option Expiry Date”). Each Option may be exercised at any time prior to the Option Expiry Date in accordance with the notice provisions set out below and any Option not so exercised shall automatically expire on the Option Expiry Date.
- Ranking of Share Allotted on Exercise of Option
Each Share allotted as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.
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Voting
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A registered owner of an Option (herein referred to as an “Option Holder”) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being Option Holder, members of the Company.
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Transfer of an Option
Each Option is transferable at any time prior to the Option Expiry Date. This right is subject to any restrictions on the transfer of an Option that may be imposed by the ASX in circumstances where the Company is listed on ASX.
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Method of Exercise of an Option
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a. The Company will provide to each Option Holder a notice that is to be completed when exercising the Options (herein such notice being called a “Notice of Exercise of Options”). Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company to be received prior to the Option Expiry Date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of Shares in the capital of the Company to be allotted; which number of Options must be a multiple of 10,000 if only part of the Option Holders total Options are exercised, or if the total number of Options held by an Option Holder is less than 10,000, then the total of all Options held by that Option Holder must be exercised.
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b. The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of 25 cents ($0.25) per Share.
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c. Subject to Clause 7 hereof, the exercise of less than all of an Option Holders Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options.
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d. Within 14 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
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e. If the Company is listed on the ASX, the Company will within seven (7) days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules.
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f. The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.
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Reconstruction
In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.
- Participation in New Share Issues
There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time to time prior to the Option Expiry Date unless and until the Options are exercised. The Company will ensure that during the exercise period of the Options, the Record Date for the purposes of determining Entitlements to any new such issue, will be at least 9 Business Days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.
- Change of Options’ Exercise Price or Number of Underlying Shares.
There are no rights to change the exercise price or the number of underlying Shares if there is a pro-rata issue or bonus issue to the holders of Shares.
Proxy Form
NEX METALS EXPLORATIONS LTD ABN 63 124 706 449
Shareholder
Name, address and daytime telephone number of shareholder.
Name…………………………………………………………………. Address……………………………………………………………….
All correspondence to: Security Transfer Registrars Pty Limited 770 Canning Highway APPLECROSS WA 6153 Enquiries (within Australia) (08) 9315 2333 (outside Australia) 61 8 9315 2333 Facsimile 61 8 9315 2233
…………………………………………………………………………
Daytime telephone no……………………………………….Email Address:…………………………………........
Appointment of Proxy
I/we being member/s of Nex Metals Explorations Ltd and entitled to attend and vote hereby appoint
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The Chairman of the Write here the name of the person you are Meeting OR appointing if this person is someone other (mark with an “X”) than the Chairman of the Meeting. or, failing the person named, or if no
person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Nex Metals Explorations Ltd to be held at the Hyatt Regency Hotel, Adelaide Terrace, Perth WA 6000 on 25 day , of October 2010 commencing at 10.00 am (WST).
The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.
Voting directions to your proxy – please X to indicate your directions
PROXY’S VOTING INSTRUCTIONS
- 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 your votes will not be countered in computing the required majority on a poll.
| (OPTIONAL) 1. Resolution 1 – Subsequent approval of securities 2. Resolution 2 – Approval to issue securities 3. Resolution 3 – Approval to issue securities to directors |
FOR AGAINST ABSTAIN PROXY’S DISCRETION* |
FOR AGAINST ABSTAIN PROXY’S DISCRETION* |
|---|---|---|
PLEASE SIGN HERE This section MUST be signed in accordance with the instructions overleaf to
enable your directions to be implemented
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole director and Sole Company Secretary Director Director/ Company Secretary _____ ____ ____ Contact Name Daytime contact telephone Date
How to complete the Proxy Form
1. 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 mark the box and make the correction on the form. Security holders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
2. Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company.
3. Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities 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 securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, 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.
4. 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 Reception on +61 8 9221 6813 or you may copy this form. 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 securities 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;
(b) return both forms together in the same envelope.
5. 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, all of the security holders should sign Power of Attorney: to sign under Power of Attorney, you must have already lodged this document 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
If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.
Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting at 10.00 am on 25 day, October 2010.
Any Proxy Form received after that time will not be valid for the scheduled meeting.
Documents may be lodged
by delivery, mail or facsimile to the Share Registry Security Transfer Registrars:
77- Canning Highway, APPLECROSS WA 6153) Enquiries (within Australia) (08) 9315 2333 (outside Australia) + 61 8 9315 2333 Facsimile + 61 8 9315 2233