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PODIUM MINERALS LIMITED — Proxy Solicitation & Information Statement 2020
Jul 19, 2020
65592_rns_2020-07-19_a1acd607-e972-4b4c-b2ab-7574d6480b87.pdf
Proxy Solicitation & Information Statement
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Podium Minerals Limited ACN 009 200 079
Notice of General Meeting
The General Meeting of the Company will be held at the offices of the Company, at Suite 1, 245 Churchill Avenue Subiaco, Western Australia on 21 August 2020 at 10 am (WST).
DUE TO THE ONGOING COVID-19 PANDEMIC, THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN PERSON MEETING AS CURRENTLY PROPOSED, THE COMPANY WILL PROVIDE A FURTHER UPDATE AHEAD OF THE MEETING BY WAY OF AN ANNOUNCEMENT ON THE ASX MARKET ANNOUNCEMENTS PLATFORM.
The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 9218 8878.
Shareholders are urged to vote by lodging the proxy form attached to the Notice
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Podium Minerals Limited ACN 009 200 079 (Company)
Notice of General Meeting
Notice is hereby given that the general meeting of Shareholders of Podium Minerals Limited will be held at the offices of the Company, at Suite 1, 245 Churchill Avenue Subiaco, Western Australia on 21 August 2020 at 10 am (WST) ( Meeting ).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form forms part of the Notice.
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 as Shareholders on 19 August 2020 at 5.00pm (WST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1 Resolution 1 - Ratification of prior issue of October Placement Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
' That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,776,469 Shares at $0.03 per Share to raise approximately $83,294 on the terms and conditions in the Explanatory Memorandum .'
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of the Shares, or any of their respective associates.
However, this does not apply to a vote cast in favour of a Resolution by:
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(a) a person as 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 of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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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.
2 Resolution 2(a) and 2(b) – Ratification of prior issue of June Placement Shares
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:
'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the following issues of June Placement Shares at $0.016 per Share:
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(a) 15,305,817 Shares under Listing Rule 7.1; and
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(b) 15,944,183 Shares under Listing Rule 7.1A,
on the terms and conditions in the Explanatory Memorandum.'
Voting Exclusion
The Company will disregard any votes cast in favour of these Resolutions by or on behalf of any person who participated in the issue of the Shares, or any of their respective associates.
However, this does not apply to a vote cast in favour of a Resolution by:
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(a) a person as 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 of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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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.
BY ORDER OF THE BOARD
Russell Thomson Executive Director and Company Secretary Podium Minerals Limited Dated: 10 July 2020
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Podium Minerals Limited ACN 009 200 079 (Company)
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of the Company, at Suite 1, 245 Churchill Avenue Subiaco, Western Australia on 21 August 2020 at 10 am (WST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
| deciding how to | vote on the Resolutions: |
|---|---|
| Section 2 | Action to be taken by Shareholders |
| Section 3 | Resolution 1 - Ratification of prior issue of October Placement Shares |
| Section 4 | Resolution 2(a) and 2(b) – Ratification of prior issue of June Placement Shares |
| Schedule 1 | Definitions |
A Proxy Form is located at the end of the Explanatory Memorandum.
2.
Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
2.1
Impact of COVID-19 on the Meeting
The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID19.
Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.
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If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.
2.2
Voting in person
Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company will implement arrangements to allow Shareholders to physically attend the Meeting in accordance with COVID-19 protocols and government advice.
The Company will strictly comply with applicable limitations on indoor gatherings in force at the time of the Meeting. If you attend the Meeting in person, you will be required to adhere to COVID-19 protocols in place at the time of the Meeting.
2.3
Proxies
- (a) Voting by proxy
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
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(i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(ii) a proxy need not be a member of the Company; and
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(iii) 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 or number 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.
- (b) Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
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(i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed);
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(ii) if the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
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(iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (ie as directed); and
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(iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).
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(c) Transfer of non-chair proxy to chair in certain circumstances
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Section 250BC of the Corporations Act provides that, if:
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(i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
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(ii) the appointed proxy is not the chair of the meeting;
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(iii) at the meeting, a poll is duly demanded on the resolution; and
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(iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
2.4 Chair's voting intentions
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.
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3. Resolution 1 - Ratification of prior issue of October Placement Shares
3.1
General
On 25 October 2019, the Company announced that it had received binding commitments for a placement to raise approximately $250,000 before costs ( October Placement ) by the issue of Shares at $0.03 each to sophisticated and professional investors ( October Placement Participants ).
On 29 October 2019, the Company issued:
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(a) 5,576,865 Shares to the October Placement Participants using the Company's remaining capacity under the prospectus for the Rights Issue dated 1 August 2019 as shortfall Shares; and
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(b) 2,776,469 Shares ( October Placement Shares ) to the October Placement Participants using the Company's capacity under Listing Rule 7.1,
to raise approximately $250,000 (before costs) in total.
Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of 2,776,469 Shares that were issued to the October Placement Participants using the Company's capacity under Listing Rule 7.1.
3.2
Listing Rules 7.1 and 7.4
Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
The issue of the October Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under that Listing Rule for the 12 month period following the issue of the Placement Shares.
Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.
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.
The effect of Shareholders passing Resolution 1 will be to restore the Company's ability to issue further Equity Securities, to the extent of 2,776,469 Equity Securities, during the next 12 months without the requirement to obtain prior Shareholder approval.
In the event that Resolution 1 is passed, the October Placement Shares will be excluded in calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue or agreed to issue without obtaining prior
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Shareholder approval, for the 12 month period following the issue of those October Placement Shares.
In the event that Resolution 1 is not passed, the October Placement Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval to the extent of 2,776,469 Equity Securities for the 12 month period following the issue of those October Placement Shares.
3.3
Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the October Placement Shares:
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(a) the October Placement Shares were issued to the October Placement Participants, being sophisticated and professional investors, none of whom is a related party of the Company or a Material Investor. Patersons Securities Limited acted as lead manager to the October Placement. None of the October Placement Participants were issued more than 1% of the Company's current issued capital or is a Material Investor of the Company;
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(b) a total of 2,776,469 October Placement Shares were issued on 29 October 2019;
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(c) the October Placement Shares were issued at $0.03 per Share;
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(d) the October Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
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(e) the proceeds from the issue of the October Placement Shares were used towards the work programme, advance drilling and resource definition at Parks Reef, as well as for costs of the Placement and general working capital; and
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(f) a voting exclusion statement is included in the Notice.
3.4 Board recommendation
Resolution 1 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 1.
4. Resolution 2(a) and 2(b) – Ratification of prior issue of June Placement Shares
4.1
General
On 3 June 2020, the Company announced that it had received binding commitments for a placement to raise approximately $500,000 before costs ( June Placement ) by the issue of Shares at $0.016 each ( June Placement Shares ) to sophisticated and professional investors ( June Placement Participants ).
On 5 June 2020, the Company issued a total of 31,250,000 June Placement Shares to the June Placement Participants using the Company's placement capacity under Listing Rules 7.1 and 7.1A to raise $500,000 (before costs).
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Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the June Placement Shares.
4.2 Listing Rules 7.1, 7.1A and 7.4
A summary of Listing Rule 7.1 is contained above in Section 3.2.
Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 29 November 2019.
The issue of the June Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacity under each of Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rule for the 12 month period following the issue of the June Placement Shares.
Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A, as applicable.
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.
If each of the resolutions which form part of Resolution 2 are passed, the issue will be excluded in calculating the Company's 15% and 10% limit in Listing Rules 7.1 and 7.1A effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.
If each of the resolutions which form part of Resolution 2 are not passed, the June Placement Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval to the extent of 15,305,817 Equity Securities for the 12 month period following the issue of those June Placement Shares.
If each of the resolutions which form part of Resolution 2 are not passed, the June Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agreed to issue without obtaining prior Shareholder approval, to the extent of 15,944,183 Equity Securities, until the earlier of:
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(a) 29 November 2020;
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(b) the Company's next annual general meeting; or
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(c) the date Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.
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4.3 Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the June Placement Shares:
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(a) the June Placement Shares were issued to the June Placement Participants, being sophisticated and professional investors, none of whom is a related party of the Company or a Material Investor. Canaccord Genuity (Australia) Limited acted as lead manager to the June Placement. Of the June Placement Participants that were issued more than 1% of the Company's current issued capital, none of the June Placement Participants is a Material Investor of the Company;
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(b) a total of 31,250,000 June Placement Shares were issued on 5 June 2020 as follows:
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(i) 15,305,817 June Placement Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and
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(ii) 15,944,183 June Placement Shares were issued within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval;
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(c) the June Placement Shares were issued at $0.016 per Share;
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(d) the June Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
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(e) the proceeds from the issue of the June Placement Shares are intended to be used to advance the Company's growth strategy at its 100% owned extensive Parks Reef PGM Project. The funds will also be used for general work capital requirements and costs of the Placement; and
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(f) a voting exclusion statement is included in the Notice.
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4.4 Board recommendation
Each of the resolutions which forms part of Resolution 2 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of each of the resolutions which forms part of Resolution 2.
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Schedule 1 Definitions
In the Notice, words importing the singular include the plural and vice versa.
$ or A$ means Australian Dollars. ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Board means the board of Directors. Chair means the person appointed to chair the Meeting of the Company convened by the Notice. Company means Podium Minerals Limited ACN 009 200 079. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Equity Security has the same meaning as in the Listing Rules. Explanatory means the explanatory memorandum which forms part of the Notice. Memorandum June Placement has the meaning given in Section 4.1. June Placement means the sophisticated and professional investors who participated in Participants the Placement, introduced to the Company by Canaccord Genuity (Australia) Limited acting as lead manager. June Placement Shares means the Shares issued on 5 June 2020 to the June Placement Participants under the placement, which are the subject of the resolutions which form part of Resolution 2. Key Management has the same meaning as in the accounting standards issued by the Personnel 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. Material Investor means, in relation to the Company: (a) a related party; (b) Key Management Personnel; (c) a substantial Shareholder;
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(d) an adviser; or (e) an associate, of the above who will receive securities in the Company which constitute more than 1% of the Company's anticipated capital structure at the time of issue. Notice means this notice of general meeting. October Placement has the meaning given in Section 3.1. October Placement means the sophisticated and professional investors who participated in Participants the Placement, introduced to the Company by Patersons Securities Limited acting as lead manager. October Placement means the 2,776,469 Shares issued on 29 October 2019 to the October Shares Placement Participants under the placement, which are the subject of Resolution 1. Option means an option to acquire a Share. Proxy Form means the proxy form attached to the Notice. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Memorandum. Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights). Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share. Trading Day has the meaning given in the Listing Rules. WST means Western Standard Time being the time in Perth, Western Australia.
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Podium Minerals Limited ACN 009 200 079 P R O X Y F O R M
The Company Secretary Podium Minerals Limited
By post: # [Insert address]# By hand delivery: # [Insert address]# By facsimile: +61 8 #[Insert]# By email: # [Insert email]# Name of Shareholder:[1] Address of Shareholder: Number of Shares entitled to vote:
Please mark to indicate your directions. Further instructions are provided overleaf.
STEP 1 – APPOINT A PROXY TO VOTE ON YOUR BEHALF
Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.
I/We being Shareholder/s of the Company hereby appoint:
The Chair of OR if you are NOT appointing the Chair of the the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered shareholder) you are appointing as your proxy[2]
Or failing the person/body corporate named, or if no person/body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting 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 law, as the proxy sees fit), at the General Meeting of the Company to be held at the offices of the Company, at Suite 1, 245 Churchill Avenue Subiaco, Western Australia on 21 August 2020 at 10 am (WST), and at any adjournment or postponement of that Meeting.
CHAIR'S VOTING INTENTIONS IN RELATION TO UNDIRECTED PROXIES
The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intentions on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
STEP 2 - INSTRUCTIONS AS TO VOTING ON RESOLUTIONS
The proxy is to vote for or against the Resolution referred to in the Notice as follows:
| For | Against | Abstain* | |
|---|---|---|---|
| Resolution 1 - Ratification of prior issue of October Placement Shares | |||
| Resolution 2(a) - Ratification of prior issue of June Placement Shares (LR 7.1) |
|||
| Resolution 2(b) - Ratification of prior issue of June Placement Shares (LR 7.1A) |
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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.
- If you mark the Abstain box for a particular Resolution, 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 counted in computing the required majority on a poll.
Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.
| Individual or Shareholder 1 Sole Director/Company Secretary Contact Name Contact Daytime Telephone |
Shareholder 2* Director |
Shareholder 3* |
|---|---|---|
| Director/Company Secretary Date |
1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable
PROXY NOTES
A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.
If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting, the representative of the body corporate to attend the General Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one name all of the holders must sign.
Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.
Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.
If a representative of the corporation is to attend the General Meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.
Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be provided to the Company Secretary at an address provided above (by post, hand delivery, facsimile or email) not less than 48 hours prior to the time of commencement of the General Meeting (WST).
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