AI assistant
SATURN METALS LIMITED — Proxy Solicitation & Information Statement 2025
Apr 16, 2025
65871_rns_2025-04-16_e159cdd9-4ad2-4332-a456-36edfd3fd244.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Notice of General Meeting and Explanatory Memorandum
Saturn Metals Limited ACN 619 488 498
Date of Meeting: Friday, 16 May 2025 Time of Meeting: 10.00 am (AWST)
Place of Meeting: Quest Kings Park, 54 Kings Park Road, West Perth, Western Australia 6005
Notice of General Meeting
Notice is given that a General Meeting of Shareholders of Saturn Metals Limited ACN 619 488 498 ( Saturn or Company ) will be held at Quest Kings Park, 54 King Park Road, West Perth WA 6005 on Friday, 16 May 2025 at 10.00 am (AWST).
Terms used in this Notice of Meeting are defined in section 7 (Interpretation) of the accompanying Explanatory Memorandum.
Agenda
Ordinary Business
1. Ratification of Prior Issue of Placement Tranche 1 Shares (Listing Rule 7.1)
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:
“That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 46,332,732 Shares on the terms and conditions set out in the Explanatory Memorandum.”
A voting exclusion statement applies to this Resolution. Please see below.
2. Ratification of Prior Issue of Placement Tranche 1 Shares (Listing Rule 7.1A)
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:
“That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 30,888,488 Shares on the terms and conditions set out in the Explanatory Memorandum.”
A voting exclusion statement applies to this Resolution. Please see below.
3. Approval for Issue of Placement Tranche 2 Shares
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:
“That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 29,755,525 Shares on the terms and conditions set out in the Explanatory Memorandum.”
A voting exclusion statement applies to this Resolution. Please see below.
Other Business
To consider any other business that may be brought before the Meeting in accordance with the Constitution.
Voting Exclusions pursuant to the Listing Rules
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:
Page 2 of 9
Notice of General Meeting
| Resolutions 1 & 2 | • a person who participated in the issue or is a counterparty to the agreement being approved (namely any of the recipients who participated in the first tranche of the Placement); and • an Associate of those persons. |
|---|---|
| Resolution 3 | • a 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) (namely any of the recipients who participated in the second tranche of the Placement); and • an Associate of those persons. |
| However, this does not apply to a vote cast in favour of these Resolutions by: • a person as a proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; • the Chair as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: - 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 Resolutions; and - the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. |
Voting intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may change their voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chair to vote on undirected proxies, are set out in the Proxy Form.
Explanatory Memorandum
Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.
Snapshot Time
Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) permits the Company to specify a time, not more than 48 hours before the Meeting, at which a “snapshot” of Shareholders will be taken for the purposes of determining Shareholders' entitlements to vote at the Meeting.
The Directors have determined that all Shares of the Company on the register as at 4.00pm (AWST) on Wednesday, 14 May 2025 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.
Poll
In accordance with best practice corporate governance, all Resolutions shall be conducted by poll.
Proxies
Please note that:
-
a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
-
a proxy need not be a member of the Company; and
-
a member of the Company entitled to cast two (2) or more votes may appoint two (2) 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 (½) of the votes.
The enclosed Proxy Form for the Meeting provides further details on appointing proxies and lodging the Proxy Form. Proxies must be returned by 10.00 am (AWST) on Wednesday, 14 May 2025.
Page 3 of 9
Notice of General Meeting
Voting by Proxy
A Shareholder can direct its proxy to vote for, against or abstain from voting on each Resolution by marking the appropriate box in the Voting Directions section of the Proxy Form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chair, who must vote the proxies as directed.
If the Chair is to act as your proxy in relation to the Meeting (whether by appointment or by default) and you have not given directions on how to vote by marking the appropriate box in the Voting Directions section of the Proxy Form, the Chair intends to vote all valid undirected proxies in respect of each of the Resolutions in favour of the relevant Resolution.
If you are in any doubt as to how to vote, you should consult your professional adviser.
Voting Online at www.mpms.mufg.com
Please see the Proxy Form for instructions as to how to lodge your proxy, including lodging online.
Corporate Representative
If a representative of a Shareholder corporation is to attend the Meeting, a “Corporate Representative Certificate” should be completed and produced prior to the Meeting. Please contact the Company’s share registry, Link Market Services, for a pro forma corporate representative certificate if required.
By Order of the Board Saturn Metals Limited
==> picture [50 x 23] intentionally omitted <==
Natasha Santi Company Secretary 17 April 2025
Page 4 of 9
Explanatory Memorandum
1. Introduction
This Explanatory Memorandum is provided to Shareholders of Saturn Metals Limited ACN 619 488 498 to explain the Resolutions to be put to Shareholders at the General Meeting to be held at Quest Kings Park, 54 King Park Road, West Perth WA 6005 on Friday, 16 May 2025 commencing at 10.00 am (AWST).
The Directors recommend that Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.
Terms used in this Explanatory Memorandum are defined in section 7.
2. Resolutions 1 & 2 – Ratification of Prior Issue of Placement Tranche 1 Shares
2.1 General
On 31 March 2025, the Company announced a capital raising comprising a two-tranche placement to institutional investors to raise approximately $23 million (before costs) ( Placement ). The issue price for the Placement Shares was $0.215 per Share.
On 7 April 2025, a total of 77,221,220 Shares were issued in the first tranche of the Placement to investors pursuant to the Placement, utilising the Company’s capacity available under Listing Rules 7.1 and 7.1A ( Placement Tranche 1 Shares ). The issue of the Placement Tranche 1 Shares raised a total of approximately $16.60 million (before costs).
The Company engaged the services of Petra Capital Pty Ltd ( Petra ) and Canaccord Genuity (Australia) Limited ( Canaccord ) as joint lead managers to the Placement. The Company will pay Petra and Canaccord a fee of 6% of the amount raised under the issue of the Placement Tranche 1 Shares, excluding those amounts contributed by nominated existing major shareholders of the Company, in consideration for the provision of services to the Company with respect to the Placement.
Resolutions 1 and 2 seek the approval of Shareholders to ratify the issue of Shares under the Placement. The Directors recommend that you vote in favour of these Ordinary Resolutions.
2.2
Listing Rules 7.1 and 7.1A
Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.
Under Listing Rule 7.1A, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at the annual general meeting held on 26 November 2024.
The issue of the Placement Tranche 1 Shares does not fit within any of the exceptions to Listing Rules 7.1 or 7.1A set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it uses up part of the combined 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Tranche 1 Shares.
2.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to subsequently approve an issue of Equity Securities made pursuant to Listing Rule 7.1 or Listing Rule 7.1A, with those issues
Page 5 of 9
Explanatory Memorandum
then taken to have been approved by Shareholders for the purposes of Listing Rule 7.1 or Listing Rule 7.1A.
The Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Tranche 1 Shares.
2.4
Technical information required by Listing Rule 14.1A
If Resolution 1 is passed, 46,332,732 Shares from the Placement Tranche 1 Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Tranche 1 Shares. If Resolution 1 is not passed, 46,332,732 Shares from the Placement Tranche 1 Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Tranche 1 Shares.
If Resolution 2 is passed, 30,888,488 Shares from the Placement Tranche 1 Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Tranche 1 Shares. If Resolution 2 is not passed, 30,888,488 Shares from the Placement Tranche 1 Shares will be included in calculating the Company’s 10% limit in Listing Rule 7.1A, decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Tranche 1 Shares.
2.5 Technical 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 Resolutions 1 and 2:
-
(a) the Placement Tranche 1 Shares were issued to institutional and sophisticated investors who are clients of Petra, Canaccord, or known to the Company. The recipients were identified through a bookbuild process, which involved Petra and Canaccord seeking expressions of interest to participate in the capital raising from non-related parties of the Company;
-
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were related parties of the Company, members of the Company’s KMP, advisers of the Company or an Associate of any of these parties. Lion Selection Group Limited, Dundee Corporation (and its associates), Franklin Resources Inc (and its affiliates) all existing substantial holders of the Company, participated in the Placement;
-
(c) the Placement Tranche 1 Shares were issued on 7 April 2025;
-
(d) an aggregate of 77,221,220 Placement Tranche 1 Shares were issued on the following basis:
-
(i) 46,332,732 Shares were issued under the Company’s 15% placement capacity under Listing Rule 7.1 for the purpose of Resolution 1; and
-
(ii) 30,888,488 Shares were issued under the Company’s 10% placement capacity under Listing Rule 7.1A for the purpose of Resolution 2;
-
(e) all of the Placement Tranche 1 Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
Page 6 of 9
Explanatory Memorandum
-
(f) the issue price was $0.215 per Share under the issue of Placement Tranche 1 Shares. The Company has not and will not receive any other consideration for the issue of the Placement Tranche 1 Shares;
-
(g) the purpose of the issue of the Placement Tranche 1 Shares was to raise approximately $16.60 million (before costs), which will be applied towards:
-
(i) pre-feasibility study activities for the Apollo Hill Gold Project;
-
(ii) definitive feasibility study activities for the Apollo Hill Gold Project;
-
(iii) mineral resource growth and conversion drilling;
-
(iv) exploration; and
-
(v) general working capital and corporate costs; and
-
(h) the Placement Tranche 1 Shares were issued pursuant to placement letters pursuant to which the participants of the first tranche of the Placement agreed to subscribe for the relevant Placement Tranche 1 Shares at an issue price of $0.215 per Share.
3. Resolution 3 – Approval for Issue of Placement Tranche 2 Shares
3.1 General
As outlined above in section 5.1, the Company recently announced the Placement and issued the Placement Tranche 1 Shares on 7 April 2025.
The second tranche of the Placement comprises a commitment from institutional and sophisticated investors for a total of a further 29,755,525 Shares at an issue price of $0.215 ( Placement Tranche 2 Shares ), to raise approximately $6.40 million (before costs). The Placement Tranche 2 Shares have not been issued as the issue of these Shares would exceed the Company’s available placement capacity under Listing Rules 7.1 and 7.1A, and none of the exceptions in Listing Rule 7.2 apply, therefore Shareholder approval is required.
The Company will pay Petra and Canaccord a fee of 6% of the amount raised under the issue of the Placement Tranche 2 Shares excluding those amounts contributed by nominated existing major shareholders of the Company in consideration for the provision of services to the Company with respect to the Placement.
As stated previously, Listing Rules 7.1 and 7.1A provide a mechanism by which a company can issue securities up to 25% of its issued capital, subject to various conditions. Following the issue of the Placement Tranche 1 Shares, the Company had no available capacity under Listing Rules 7.1 and 7.1A to issue Shares to participants in the second tranche of the Placement.
Resolution 3 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it. The Directors recommend that you vote in favour of this Ordinary Resolution.
3.2 Technical information required by Listing Rule 14.1A
If Resolution 3 is passed, the Company will be able to proceed with the issue of the Placement Tranche 2 Shares and secure additional funds of approximately $6.40 million (before costs). The effect of Resolution 3 being passed will be to allow the Company to issue the Placement Tranche 2 Shares, and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1 or 10% placement capacity granted under Listing Rule 7.1A.
If Resolution 3 is not passed the Company will not be able to proceed with the issue of the Placement Tranche 2 Shares and will not realise the additional funds intended to be raised
Page 7 of 9
Explanatory Memorandum
pursuant to the issue of those Shares, reducing the Company’s capacity to proceed with the intended uses of the funding of the Placement, as set out in the Company’s announcement on 31 March 2025.
3.3 Technical information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the information below is provided in relation to Resolution 3:
-
(a) the maximum number of fully paid ordinary shares to be issued by the Company is 29,755,525 Shares;
-
(b) it is anticipated that, subject to Shareholder approval being received, the Placement Tranche 2 Shares will be issued on or around 23 May 2025 but otherwise within three (3) months after the date of the Meeting;
-
(c) the issue price of the Placement Tranche 2 Shares will be $0.215, being the same price as the Placement Tranche 1 Shares;
-
(d) the Placement Tranche 2 Shares will be allotted to the participants in the second tranche of the Placement, who are institutional or sophisticated investors who are clients of Petra, Canaccord, or known to the Company. The recipients were identified through a bookbuild process, which involved Petra and Canaccord seeking expressions of interest to participate in the capital raising from non-related parties of the Company;
-
(e) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were related parties of the Company, members of the Company’s KMP, advisers of the Company or an Associate of any of these parties. Lion Selection Group Limited, Dundee Corporation (and its associates), Franklin Resources Inc (and its affiliates) all existing substantial holders of the Company, participated in the Placement;
-
(f) the Placement Tranche 2 Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
-
(g) the purpose of the issue of the Placement Tranche 2 Shares is to raise $6.40 million (before costs), which will be applied towards:
-
(i) pre-feasibility study activities for the Apollo Hill Gold Project;
-
(ii) definitive feasibility study activities for the Apollo Hill Gold Project;
-
(iii) mineral resource growth and conversion drilling;
-
(iv) exploration; and
-
(v) general working capital and corporate costs; and
-
(h) the Placement Tranche 2 Shares are being issued pursuant to placement letters pursuant to which the participants in the second tranche of the Placement agreed to subscribe for the relevant Placement Tranche 2 Shares at an issue price of $0.215 per Share, subject to Shareholder approval.
4. Interpretation
Associate when used in the context of a Resolution relating to the Corporations Act, has the meaning given in sections 11 to 17 of the Corporations Act and when used in the context of a Resolution relating to the Listing Rules, has the meaning given in the Listing Rules.
Page 8 of 9
Explanatory Memorandum
ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).
Board means the board of directors of the Company.
Canaccord means Canaccord Genuity (Australia) Limited (ACN 075 071 466; AFSL 234666).
Chair means the person who chairs the Meeting.
Company means Saturn Metals Limited ACN 619 488 498.
Constitution means the constitution of the Company from time to time.
Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time.
Director means a director of the Company.
ECM means equity capital markets.
Equity Securities has the meaning given to that term in the Listing Rules.
Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.
Listing Rules means the official listing rules of the ASX as amended from time to time.
Meeting, General Meeting or GM means the general meeting to be held at Quest Kings Park, 54 Kings Park Road, West Perth, WA at 10.00 am (AWST) on Friday, 16 May 2025 as convened by the accompanying Notice of Meeting.
Notice of Meeting or Notice means the notice of meeting giving notice to Shareholders of the Meeting, accompanying this Explanatory Memorandum.
Placement is defined in section 5.1.
Placement Tranche 1 Shares is defined in section 5.1.
Placement Tranche 2 Shares is defined in section 6.1.
Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.
Petra means Petra Capital Pty Ltd (ACN 110 952 782; AFSL 317944).
Proxy Form means the proxy form accompanying the Notice.
Resolution means a resolution as set out in the Notice of Meeting.
Share means an ordinary fully paid share in the issued capital of the Company.
Shareholder means a holder of Shares in the Company.
Any enquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Natasha Santi ( Company Secretary ):
9 Havelock Street West Perth, WA 6005 +61 (08) 6234 1114
Page 9 of 9
LODGE YOUR VOTE
SATURN METALS LIMITED
ACN 619 488 498
ONLINE https://au.investorcentre.mpms.mufg.com BY MAIL Saturn Metals Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX +61 2 9287 0309 BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474
X99999999999
X99999999999
PROXY FORM
I/We being a member(s) of Saturn Metals Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00 am (AWST) on Friday, 16 May 2025 at Quest Kings Park, 54 Kings Park Road, West Perth, Western Australia 6005 (the Meeting ) and at any postponement or adjournment of the Meeting.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
Resolutions
-
1 Ratification of Prior Issue of Placement Tranche 1 Shares (Listing Rule 7.1)
-
2 Ratification of Prior Issue of Placement Tranche 1 Shares (Listing Rule 7.1A)
-
3 Approval for Issue of Placement Tranche 2 Shares
For Against Abstain *
==> picture [79 x 80] intentionally omitted <==
* 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 counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
STN PRX2501A
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
-
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
-
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00 am (AWST) on Wednesday, 14 April 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
-
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
QR Code
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link
https://au.investorcentre.mpms.mufg.com
into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
BY MAIL
Saturn Metals Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
delivering it to MUFG Corporate Markets (AU) Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150
- in business hours (Monday to Friday, 9:00am–5:00pm)
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.