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Nova Minerals Ltd AGM Information 2009

Oct 22, 2009

34115_rns_2009-10-22_6a919557-8dca-4ce3-90b1-72978b79c4a4.pdf

AGM Information

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Quantum Resources Limited

ABN 84 006 690 348

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Level 8, 580 St Kilda Road, Melbourne Victoria 3004, Australia PO Box 6315, St Kilda Road Central Melbourne, Victoria 8008, Australia

Telephone: +61 3 8532 2840 Facsimile: +61 3 8532 2805 Email: [email protected]

23 October 2009

Manager Companies Australian Securities Exchange 4th Floor 20 Bridge Street SYDNEY NSW 2000

Dear Sirs

Notice of Annual General Meeting

A copy of the notice of annual general meeting and explanatory statement that is being mailed to shareholders and option holders today is attached.

The Company wishes to advise that it has deferred the date of the annual general meeting to 24 November 2009.

Yours faithfully,

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PETER LEE Company Secretary

QUANTUM RESOURCES LIMITED ABN 84 006 690 348

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Quantum Resources Limited (the “Company”) will be held at Sebel 2, 9[th] Floor, Sebel Albert Park, 65 Queens Road, Melbourne, Victoria 3004, Australia, on Tuesday 24 November 2009, commencing at 9.30 am for the following purposes:

BUSINESS

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

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

1. To consider the Financial Statements and Reports

“THAT the Financial Statements of the Company and the Reports of the Directors and Auditor for the year ended 30 June 2009 be considered.”

2. Election of Director

To elect Dr DS Tyrwhitt as a Director

“THAT Dr DS Tyrwhitt retires and, being eligible, offers himself for re-election.”

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

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

3. Remuneration Report

“To adopt the Remuneration Report for the financial year ended 30 June 2009”.

Note that the vote on this item is advisory only and does not bind the Directors or the Company.

By Order of the Board and dated this 6th day of October 2009.

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PETER LEE Company Secretary

2009 ANNUAL REPORT

A copy of the 2009 Annual Report is available on our website at www.qur.com.au.

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

  1. A Member entitled to attend and vote at the aforementioned meeting is entitled to appoint not more than two other persons as his/her proxy or proxies to attend and vote, in certain circumstances, instead of the member at the meeting.

  2. If a Member appoints one proxy, that proxy may vote on a show of hands.

  3. If a Member appoints two proxies neither may vote on a show of hands. However, if you appoint two proxies to represent you at the Meeting, you must show in the space provided either the percentage of your Shareholding or the number of votes (you are entitled to one vote for each Share you own upon a poll being declared) those proxies are to represent. If you do not complete this section then each proxy may, on a poll, vote half of your Shareholding. A separate proxy form must be submitted for each proxy you appoint.

  4. A proxy need not be a member of the Company.

  5. If you appoint a proxy to represent you and vote on your behalf at the Meeting and that person is also a member or has already been appointed as a proxy for another member, your vote may not be counted on a show of hands. This is because, on a show of hands, your proxy’s vote is only counted once irrespective of the number of Members that that person represents. However, if a poll is taken and your proxy votes, your vote will be counted in full in reaching a decision.

  6. The Proxy Form together with the Power of Attorney (if any) or a certified copy of the Power of Attorney (if any) under which it is signed must be lodged at either Level 12, 680 George Street, Sydney, NSW 2000, mailed to Locked Bag A14, Sydney South, NSW 1235 or the Registered Office of the Company or by being sent by fax to +612 9287 0309, not less than forty-eight (48) hours before the time of the commencement of the meeting.

  7. Signing Proxies

  8. (i) Joint Holding - All holders must sign.

  9. (ii) Shares in Company Names - Companies must execute this form in the way provided by Law.

  10. (iii) Individual - Must be signed by the member or their attorney.

  11. For the purpose of the Meeting, Shares will be taken to be held by the persons who are registered holders at 7.00 pm, on 20 November 2009. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

COMPANY REPRESENTATIVE

If Shares are held in a company name and it is intended that a representative of the company attend the Meeting rather than lodge a proxy prior to the Meeting, the person attending the Meeting must present authority from the company director/s signed in the way provided by Law.

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Statement provides shareholders of the Company with information in respect of the resolutions to be considered at the Annual General Meeting of the Company to be held at Sebel 2, 9[th] Floor, Sebel Albert Park, 65 Queens Road, Melbourne 3004 on 24 November 2009 at 9.30 am. Shareholders should carefully review this Explanatory Statement and the associated Notice of General Meeting ("Notice") to which this Explanatory Statement is attached.

If you have difficulty in properly understanding this documentation, we urge you to consult your financial or legal adviser.

RESOLUTION 2 – ELECTION OF DIRECTOR

Article 16.4 of the Company’s Constitution requires each Director appointed during the year by the Board of Directors to retire at the next Annual General Meeting. Accordingly, Dr DS Tyrwhitt retires and being eligible offers himself for re-election.

Dr Tyrwhitt has been a Director of the Company since 1999. He has more than 45 years experience in the mining industry. He is currently a Director of Legend International Holdings Inc (March 2005 to current), Hawthorn Resources Limited (November 1996 to current), Golden River Resources Corporation (November 1996 to current) and Northern Capital Resources Corp (January 2008 to current). He worked for over 20 years with Newmont Mining Corporation in Australia, South East Asia and the United States. During this time, he was responsible for the discovery of the Telfer Gold Mine in Western Australia. He was Chief Executive of Newmont Australia Limited between 1984 and 1988 and Chief Executive Officer of Ashton Mining Limited between 1988 and 1991 and a Director of Astro Diamond Mines N.L. from November 1996 to May 2008. He established his own consultancy in 1991 and worked with Normandy Mining Limited on a number of mining projects in South East Asia. Age 71.

RESOLUTION 3 – ADOPT THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2009

CLERP 9 changes to the Corporations Act 2001 now requires the Company to prepare a separate Remuneration Report and allow shareholders to comment on and ask questions about the Remuneration Report at the annual general meeting.

The Remuneration Report is included in the Directors’ Report in the 2009 Annual Report.

During the meeting, there will be an opportunity for shareholders to comment on and ask questions about the Remuneration Report. Shareholders should be aware that in accordance with the Corporation Act 2001, the vote on this item of business is non-binding on the Directors and the Company.

Accordingly, the Board of Directors recommended all resolutions to shareholders.

By Order of the Board and dated this 6th day of October 2009

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PETER LEE Company Secretary