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PREDICTIVE DISCOVERY LIMITED — Proxy Solicitation & Information Statement 2020
May 10, 2020
65537_rns_2020-05-10_cb67b808-38cb-4f40-bf3c-b876efc31edc.pdf
Proxy Solicitation & Information Statement
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Predictive Discovery Limited ABN 11 127 171 877
Notice of General Meeting
TIME: 10.00 am DATE: 10 June 2020 PLACE: Offices of HWL Ebsworth Lawyers, Level 20, 240 St Georges Terrace, Perth, Western Australia
DUE TO CURRENT COVID-19 SOCIAL DISTANCING RESTRICTIONS SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON.
Shareholders are urged to vote by lodging the proxy form attached to the Notice.
In the event COVID-19 social distancing restrictions are eased prior to the meeting, the Company will release an announcement to the market to advise whether shareholders can attend in person.
This Notice of General Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mr Bruce Waddell, on +61 8 6143 1840
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Notice of Meeting to Shareholders
The General Meeting of Shareholders in Predictive Discovery Limited ( Predictive or the Company ) will be held at the offices of HWL Ebsworth Lawyers, Level 20, 240 St Georges Terrace, Perth, Western Australia on Wednesday, 10 June 2020 at 10.00 am (WST).
The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.
Please note terms contained in this Notice of Meeting have the same meaning as set out in Schedule 1 of the Explanatory Memorandum accompanying this Notice of Meeting.
1. Resolution 1 – Approval to Issue Placement Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 138,000,000 Placement Shares on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares) or any associates of those persons.
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 - Ratify Shares Issued under April Placement (LR7.1)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 73,498,810 Shares to unrelated investors on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of any person who participated in the issue or any associates of such persons.
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.
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3. Resolution 3 – Ratify Shares Issued under April Placement (LR7.1A)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 48,999,190 Shares to unrelated investors on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any person who participated in the issue or any associates of such persons.
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
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B D WADDELL COMPANY SECRETARY
DATED: 11 May 2020
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Information for voting shareholders
Voting Entitlements
For the purpose of determining a person’s entitlement to vote at the General Meeting, and in accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2011 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00 pm (WST) on 8 June 2020.
On a poll, Shareholders have one vote for every Share held.
How to vote
Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company is not able to allow Shareholders to physically attend the Meeting. Please refer to the information below on how Shareholders can participate in the Meeting.
Should social distancing restrictions be eased prior to the meeting, the Company will advise via an ASX announcement whether shareholders will be able to attend in person and participate in the usual way.
Voting by proxy
All voting will be conducted by poll using proxy instructions received in advance of the Meeting. The poll will be conducted based on votes submitted by proxy and at the Meeting by shareholders who have indicated that they intend to vote at the Meeting in accordance with the instructions set out below.
The Directors instruct all shareholders who would like to have their vote counted to either:
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vote by lodging a proxy form prior to 8 June 2020 at 10.00pm (AWST) (Proxy Cut-Off Time) (recommended); or
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Shareholders who wish to participate and vote at the Meeting should contact the Company at [email protected] or by phone at (08) 6143 1840 prior to 5.00pm (AWST) on 9 June 2020, at which point the Company will email you a personalised poll form for the purpose of voting on a poll at the Meeting.
How Shareholders can participate:
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Shareholders are strongly urged to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a Shareholder’s vote is to be cast on each item of business, and the Chair of the Meeting must follow your instructions. Lodgement instructions (which include the ability to lodge proxies online) are set out in the Proxy Form attached to the Notice of Meeting. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder’s attendance at the meeting.
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Shareholders who intend to participate and vote on a poll at the Meeting must contact the Company at [email protected] or by phone at (08) 6143 1840 to notify the Company that you intend to participate and vote on a poll at the Meeting by emailing the Company a poll form. You will also need to register and access the Shareholder Meeting by videoconference to follow the meeting and timing of the poll (see below). After giving notice and following the Proxy Cut-Off Time, the Company will send you a personalised poll form. The personalised poll form must be completed and returned to the Company after the poll has been called and prior to the close of polling. During the Meeting, the Chair will notify you when and how you are able to complete and return the personalised poll form. The results of the Meeting will then be announced on the ASX in accordance with the Listing Rules.
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Shareholders who have completed a proxy form but have not notified the Company that you intend to participate and vote on a poll at the Meeting will have an opportunity to participate in the meeting through the videoconference facility described below. In this circumstance, the person you have appointed as proxy will cast your vote on your behalf.
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by 5.00 pm (AWST) 8 June 2020, and relate to the business of the Meeting only.
Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).
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Remote attendance
The Meeting will be accessible to all Shareholders via a webinar, which will allow Shareholders to listen and observe the Meeting.
Shareholders who wish to participate in the General Meeting can do so remotely by registering at the following link:
https://register.gotowebinar.com/register/6973072363771778830
Once registered, you will be provided with further information about the Meeting.
Shareholders should note that the facilty will not provide for a voting mechanism during the Meeting.
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Explanatory Memorandum
Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders of Predictive Discovery Limited ( Predictive or the Company ) in relation to business to be conducted at the General Meeting to be held at the offices of HWL Ebsworth Lawyers, Level 20, 240 St Georges Terrace, Perth, Western Australia at 10.00 am on Wednesday 10 June 2020.
Purpose of Explanatory Memorandum
The purpose of this Explanatory Memorandum 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 Meeting.
This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolutions and Shareholders should seek their own financial or legal advice.
Notice to persons outside of Australia
This Explanatory Memorandum has been prepared in accordance with the Corporations Act and the Listing Rules, disclosure requirements and Accounting Standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.
Forward looking statements
Certain statements in this Explanatory Memorandum relate to the future. These statements reflect views only as of the date of this Explanatory Memorandum. While Predictive believes that the expectations reflected in the forward looking statements are reasonable, neither Predictive nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Memorandum will actually occur.
Disclaimer
No person is authorised to give any information or make any representation in connection with the proposed transactions which is not contained in this Explanatory Memorandum. Any information which is not contained in this Explanatory Memorandum may not be relied on as having been authorised by Predictive or the Board in connection with the proposed transactions.
Responsibility for information
The information contained in this Explanatory Memorandum has been prepared by Predictive and is the responsibility of Predictive.
ASX
A copy of the Notice of Meeting and Explanatory Memorandum has been lodged with ASX pursuant to the Listing Rules & the Corporations Act (2001). Neither ASX nor any of their officers take any responsibility for the contents of the Notice and Explanatory Memorandum.
Definitions
Many capitalised terms used in this Explanatory Memorandum are defined in the Glossary in Schedule 1.
Enquiries
All enquiries in relation to the contents of the Notice of Meeting or Explanatory Memorandum should be directed to the Company’s Company Secretary, Mr Bruce Waddell, telephone: +61 8 6143 1840.
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1. Resolution 1 – Approval of Issue of Placement Shares
1.1 General
On 5 May 2020, the Company announced that, subject to shareholder approval, it was undertaking a placement of 138,000,000 shares ( Placement Shares ) at an issue price of 5 cents per share to raise a total of up to $6.9 million before costs ( Placement ). Hartleys Limited and Euroz Securities Limited acted as lead manager and sole bookrunner and co-manager respectively. Resolution 1 seeks shareholder approval to issue the Placement Shares.
As announced, the issue of the Placement Shares is conditional on shareholder approval and the All Ordinaries index at any time after 5 May 2020 not falling below 4,800 for two consecutive days, or falling below 4,800 on the day immediately prior to the scheduled settlement of the Placement Shares, unless waived by the Lead Manager.
Resolution 1 is an ordinary resolution.
Resolution 1 seeks the required Shareholder approval to the issue under and for the purposes of Listing Rule 7.1.
The Directors recommend that Shareholders vote in favour of Resolution 1.
1.2 Listing Rule 7.1
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 does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company's Shareholders under Listing Rule 7.1.
The effect of Resolution 1 will be to allow the Company to issue the Placement Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.
If Resolution 1 is passed, the Company will be able to proceed and issue the Placement Shares. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 1 is not passed, the Company will not be able to proceed to issue the Placement Shares.
1.3 Technical information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 1:
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a) a total of 138,000,000 Placement Shares are to be issued;
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b) the Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);
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c) the issue price of the Placement Shares will be $0.05 per Placement Share;
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d) the Placement Shares are fully paid ordinary shares in the capital of the Company and will be issued on the same terms and conditions as the Company’s existing Shares;
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e) the Placement Shares will be issued to sophisticated investors and clients of Hartleys and Euroz, who acted as lead manager and co-lead manager respectively of the Placement, none of whom is a related party or considered to be a 'material investor' for the purposes of section 7.4 of ASX Guidance Note 21;
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f) funds raised through this Placement will be used to maintain the Company’s exploration activities at the Company’s 100% owned gold projects in Guinea; and
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g) a voting exclusion statement is included in the Notice.
2. Resolution 2 – Ratification of April Placement Shares (LR7.1)
2.1 General
On 9 April 2020, the Company announced that it had received commitments for a placement of up to 122,498,000 shares at an issue price of $0.005 per share to raise up to $612,490 ( April Placement Shares ) before costs ( April Placement ).
On 17 April 2020, the Company issued 73,498,810 April Placement Shares under the Company’s placement capacity afforded under ASX Listing Rule 7.1 ( LR7.1 Ratification Shares ).
The April Placement of 73,498,810 Shares is not subject to shareholder approval and will fall within the Company’s 15% placement capacity under ASX Listing Rule 7.1.
Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.
Resolution 2 is an ordinary resolution.
The Directors recommends that Shareholders vote in favour of Resolution 2.
2.2 Listing Rules 7.1 and 7.4
A summary of Listing Rule 7.1 is contained in Section 1.1 above.
The issue does not fit within any of the exceptions, and as it has not yet been approved by the Company's Sharheolders, it effectively uses 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.
ASX 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.
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.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval, during the next 12 months.
If Resolution 2 is passed, the issue 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 2 is not passed, the issue will be included in calculating the Company's 15% limit in Listing Rule 7.1 effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
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2.3 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the LR7.1 Ratification Shares:
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(a) a total of 73,498,810 Shares were issued on 17 April 2020;
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(b) the LR7.1 Ratification Shares were issued for 0.5 cents per Share;
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(c) the LR7.1 Ratification Shares issued 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 LR7.1 Ratification Shares were issued to long standing shareholders selected by the Company having regard to their previous support. None of these subscribers are related parties of the Company. Of the subscribers who acquired 1% or more of the Shares, only Capital DI Limited and Equity Trustees Limited were issued 30,000,000 and 10,000,000 shares respectively. All other shareholders (apart from Capital DI Limited and Equity Trustees Limited) that were issued LR7.1 Ratification Shares pursuant to the April Placement are not considered to be "material investors" for the purposes of ASX Guidance Note 21, paragraph 7.2;
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(e) funds raised through the April Placement were applied exclusively to exploration of the Company’s 100% owned exploration properties in Guinea, West Africa; and
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(f) a voting exclusion statement is included in the Notice.
3. Resolution 3 – Ratification of April Placement Shares (LR7.1A)
3.1 General
Please refer to Section 2.1 for details of the April Placement announced on 17 April 2020.
On 17 April 2020, the Company issued 48,999,190 of the April Placement Shares under the Company’s placement capacity afforded under ASX Listing Rule 7.1A ( LR7.1A Ratification Shares ).
Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the LR7.1A Ratification Shares.
Resolution 3 is an ordinary resolution.
The Directors recommends that Shareholders vote in favour of Resolution 3.
3.2 Listing Rules 7.1A and 7.4
ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period the approval is valid a number of equity securities which represents 10% of the number of fully paid ordinary shares at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.
The issue does not fit within any of the exceptions, and as it has not yet been approved by the Company's Shareholders, it effectively uses up part of the 10% limit in Listing Rule 7.1A, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1A for the 12 month period following the issue date.
ASX 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.
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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.
By ratifying the LR7.1A Ratification Shares, the Company will retain the flexibility to issue equity securities in the future up to the 10% annual placement capacity of the Company under ASX Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.
If Resolution 3 is passed, the issue will be excluded in calculating the Company's 10% limit in Listing Rule 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 Resolution 3 is not passed, the issue will be included in calculating the Company's 10% limit in Listing Rule 7.1A effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
3.2 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the LR7.1A Ratification Shares:
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(a) a total of 48,9999,190 Shares were issued on 17 April 2020;
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(b)
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the LR7.1A Ratification Shares were issued for 0.5 cents per Share;
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(c) the LR7.1A Ratification Shares issued 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 LR7.1A Ratification Shares were issued to long standing shareholders selected by the Company having regard to their previous support. None of these subscribers are related parties of the Company and are not considered to be "material investors" for the purposes of ASX Guidance Note 21, paragraph 7.2
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(e) funds raised through the April Placement were applied exclusively to exploration of the Company’s 100% owned exploration properties in Guinea, West Africa; and
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(f) a voting exclusion statement is included in the Notice.
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Schedule 1- Glossary
In this Explanatory Memorandum, unless the context otherwise requires:
$ ASX
Board Chair Company or Predictive Corporations Act Director Explanatory Memorandum Listing Rules
Australian dollars
ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
The board of Directors.
The chair of the Meeting. Predictive Discovery Limited (ABN 11 127 171 877). The Corporations Act 2001 (Cth). A director of Predictive. The Explanatory Memorandum accompanying the Notice of Meeting. The listing rules of the ASX.
Notice of Meeting
The notice convening the General Meeting, which accompanies this Explanatory Memorandum.
Meeting or General Meeting The General Meeting of Predictive called by the Notice of Meeting. Option An option to acquire a share Proxy Form Proxy Form attached to the Notice of Meeting. Resolution Resolution in the Notice of Meeting. Share Means a share in the capital of the Company. Shareholder The registered holder of a Share.
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PREDICTIVE DISCOVERY LIMITED ABN 11 127 171 877
Suite 2, Level 2 20 Kings Park Road West Perth WA 6005 PO Box 644 West Perth WA 6872
Telephone: 61 (8) 6143 1840 Facsimile: 61 (8) 9321 4692 Email: [email protected] Website: www.predictivediscovery.com
Proxy Form
Appointment of Proxy
I/We___________
of _____________
being a member of Predictive Discovery Limited ( Company ) entitled to attend and vote at the General Meeting of the Company ( Meeting ) to be held at 10.00am on Wednesday 10 June 2020 at the offices of HWL Ebsworth Lawyers, Level 20, 240 St Georges Terrace, Perth, Western Australia, hereby appoint:
| ______ | or | the Chair of the Meeting as your proxy (if so | |
|---|---|---|---|
| Print name of Proxy | please mark the box) |
or failing the person or body corporate named, or if no person or body corporate is named, the Chair 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 at law, as the proxy sees fit) at the Meeting and any postponement or adjournment of the Meeting.
CHAIR’S VOTING INTENTIONS AS PROXY HOLDER
The Chair of the meeting intends to vote undirected proxies FOR the resolutions to which they apply (assuming the Chair is entitled to vote the proxies).
ORDINARY BUSINESS- VOTING INSTRUCTIONS
For Against Abstain
| For | Against | Abstain | ||
|---|---|---|---|---|
| Resolution 1 | Approval to issue Placement Shares | |||
| Resolution 2 | Ratification of April Share Placement (LR7.1) | |||
| Resolution 3 | Ratification of April Share Placement (LR7.1A) |
This Proxy is appointed to represent _% of my voting right, or if 2 proxies are appointed Proxy 1 represents _% and Proxy 2 represents __% of my total votes My total voting right is ___shares If the shareholder(s) is an individual(s), every shareholder is to If the shareholder is a company, sign in accordance with Section sign: 127(1) of Corporations Act or affix common seal (if required by your constitution). Signed: Director or Sole Director and Secretary Signed: Director/Secretary Dated: 2020 Dated: 2020
This form is to be used in accordance with the directions overleaf.
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Instructions for completing and lodging this Proxy Form
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A shareholder who is entitled to attend and vote at a meeting is entitled to appoint a proxy (and a shareholder who is entitled to cast two or more votes may appoint not more than two proxies) to attend and vote at the meeting.
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Where two proxies are appointed each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. Where two proxies for a shareholder are present at the meeting, neither proxy shall be entitled to vote on a show of hands, and on a poll the appointment shall be of no effect, unless each proxy is appointed to represent a specified proportion of the shareholder's voting rights, not exceeding 100% in aggregate.
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A proxy need not himself be a shareholder of the Company.
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The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with section 127 of the Corporations Act or by its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
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If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the company, must accompany the proxy form.
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If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
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(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
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(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
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(c) if the proxy is Chairman, the proxy must vote on a poll and must vote that way; and
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(d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.
If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.
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The Proxy Form (and any power of attorney or other authority pursuant to which the Proxy Form has been signed) must either be:
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(a) deposited at the registered office of the Company, Suite 2, Level 2, 20 Kings Park Road, West Perth;
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(b) be sent by post to Predictive Discovery Limited, PO Box 1710, West Perth, WA 6872;
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(c) be sent by facsimile to Predictive Discovery Limited at (08) 9321 4692 or
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(d) be emailed to Predictive Discovery Limited at [email protected] so as to be received not later than 48 hours before the time fixed for the holding of the meeting - that is it is to be received by 10.00 am Western Standard Time on 8 June 2020.
Change of Address
Should your address have changed please use this section to advise the Company and, if faxing your proxy form or emailing it as an attachment, please fax or attach by email this side of the proxy form as well.
My new address is:
My email address is:_________
My phone number is:_________
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