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SOLIS MINERALS LIMITED — Proxy Solicitation & Information Statement 2023
Jul 11, 2023
65813_rns_2023-07-11_bf6a056e-dcd5-4594-9387-17c860005f5e.pdf
Proxy Solicitation & Information Statement
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NEWS RELEASE
12 July 2023
Dear Chess Depository Interest holder
Special Meeting – Notice of Meeting and CDI Voting Instruction Form
Notice is given that the Special Meeting ( Meeting ) of Shareholders, including Chess Depository Interest ( CDI ) holders, of Solis Minerals Ltd. (ARBN 653 083 026) ( Company ) will be held as follows:
Time and date: 9:30am (AWST) on Friday, 11 August 2023 Location: 3/32 Harrogate St., West Leederville WA 6007
Notice of Meeting
The Company will not be dispatching physical copies of the Notice of Meeting unless the CDI holder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting, Information Circular and accompanying explanatory memorandum (together, Meeting Materials ) are being made available to CDI holders electronically and can be viewed and downloaded from:
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the Company’s website at https://solisminerals.com/investors/investordashboard/ ; or
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the ASX market announcements page under the Company’s code “SLM”.
For those CDI holders that have not elected to receive notices by email, a copy of your personalised CDI Voting Instruction Form is enclosed for your convenience. Please complete and return the attached CDI Voting Instruction Form to the Company’s share registry, Computershare Investor Services Pty Limited, using any of the following methods:
| Online | Lodge the CDI Voting Instruction Form online at www.investorvote.com.au.To use the online lodgement facility, CDI Holders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the CDI Voting Instruction Form. |
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| By post | Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, Australia |
| By fax | 1800 783 447 within Australia or+61 3 9473 2555 outside Australia |
Your CDI Voting Instruction Form must be received by 9:30am (AWST) on Tuesday, 8 August 2023 . Any CDI Voting Instruction Form received after that time will not be valid for the scheduled Meeting. The Company strongly encourages all CDI holders to submit their personalised CDI Voting Instruction Form as instructed prior to the Meeting.
ASX: SLM
TSX.V: SLMN OTC: WMRSF
FRA: 08W
Address: Unit 3, 32 Harrogate Street, West Leederville WA 6007 Phone: 08 6117 4798 for Australia office (604) 209-1658 for Canada office www.solisminerals.com
Email: [email protected]
Media Contact: Stephen Moloney [email protected] Phone: +61 403 222 052
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The Meeting Materials should be read in their entirety. If CDI holders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
If you have difficulties obtaining a copy of the Meeting Materials, please contact the Company’s share registry, Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).
Authorised for release by
Sarah Smith Company Secretary Solis Minerals Ltd.
www.solisminerals.com
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Need assistance?
Phone:
1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
SLMRM
MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be received by 9:30am (AWST) on Tuesday, 8 August 2023.
CDI Voting Instruction Form
How to Vote on Items of Business
Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name at 21 June 2023 entitles you to one vote.
You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.
Lodge your Form:
Online:
Lodge your vote online at
www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
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Your secure access information is
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.
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Control Number: 999999
PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
By Fax:
1800 783 447 within Australia or +61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000002/000003
MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.
I ND
CDI Votin Instruction Form g
Please mark
Step 1 CHESS Depositary Nominees Pty Ltd will vote as directed
to indicate your directions
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Voting Instructions to CHESS Depositary Nominees Pty Ltd
I/We being a holder of CHESS Depositary Interests of Solis Minerals Ltd. hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Special Meeting of Solis Minerals Ltd. to be held at 32 Harrogate Street, Unit 3, West Leederville, WA, 6017, Australia on Friday, August 11, 2023 at 9:30 am (AWST) and at any adjournment or postponement of that meeting.
By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.
Step 2 Items of Business
1. Resolution 1- Ratification of issue of Tranche 1 Placement Shares To consider and, if thought fit, to pass with or without amendment, an ordinary resolution ratifying and approving the issue of 5,545,455 Tranche 1 Placement Shares, as more particularly set out in the accompanying circular. 2. Resolution 2 - Approval to issue Tranche 2 Placement Shares To consider and, if thought fit, to pass with or without amendment, an ordinary resolution approve the issue of up to 9,158,181 Tranche 2 Placement Shares, as more particularly set out in the accompanying circular. 3. Resolution 3(a) - Approval to issue Director Placement Shares - Christopher Gale To consider and, if thought fit, to pass with or without amendment, an ordinary resolution to approve the issuance of up to 36,364 Director Placement Shares to Christopher Gale (or their nominee/s), as more particularly set out in the accompanying circular. 4. Resolution 3(b) - Approval to issue Director Placement Shares - Matthew Boyes To consider and, if thought fit, to pass with or without amendment, an ordinary resolution to approve the issuance of up to 145,455 Director Placement Shares to Matthew Boyes (or their nominee/s), as more particularly set out in the accompanying circular. 5. Resolution 3(c) - Approval to issue Director Placement Shares - Kevin Wilson To consider and, if thought fit, to pass with or without amendment, an ordinary resolution to approve the issuance of up to 109,091 Director Placement Shares to Kevin Wilson (or their nominee/s), as more particularly set out in the accompanying circular. 6. Resolution 3(d) - Approval to issue Director Placement Shares - Chafika Eddine To consider and, if thought fit, to pass with or without amendment, an ordinary resolution to approve the issuance of up to 72,727 Director Placement Shares to Chafika Eddine (or their nominee/s), as more particularly set out in the accompanying circular. 7. Resolution 4 - Ratification of issue of Consideration Shares To consider and, if thought fit, to pass with or without amendment, an ordinary resolution, ratifying the issuance of 500,000 Consideration Shares to Mr(or their nominee/s), as more particularly set out in the accompanying circular. 8. Resolution 5 - Ratification of agreement to issue Vendor Performance Rights To consider and, if thought fit, to pass with or without amendment, an ordinary resolution, ratifying the issuance of 3,000,000 Vendor Performance Rights to Igramar Indústria de Granitos e Mármores Ltda (or its nominee/s), as more particularly set out in the accompanying circular. 9. Resolution 6 - Approval of Omnibus Equity Incentive Plan To consider and, if thought fit, to pass with or without amendment, an ordinary resolution of disinterested shareholders, approving the Company’s Omnibus Equity Incentive Plan, as more particularly set out in the accompanying circular. 10. Resolution 7(a) - Approval to issue Director Performance Rights - Matthew Boyes To consider and, if thought fit, to pass with or without amendment, an ordinary resolution of disinterested shareholders to approve the issuance of up to 4,000,000 Director Performance Rights to Matthew Boyes (or their nominee/s), as more particularly set out in the accompanying circular. 11. Resolution 7(b) - Approval to issue Director Performance Rights - Christopher Gale To consider and, if thought fit, to pass with or without amendment, an ordinary resolution of disinterested shareholders to approve the issuance of up to 1,200,000 Director Performance Rights to Christopher Gale (or their nominee/s), as more particularly set out in the accompanying circular. 12. Resolution 7(c) - Approval to issue Director Performance Rights - Kevin Wilson To consider and, if thought fit, to pass with or without amendment, an ordinary resolution of disinterested shareholders to approve the issuance of up to 600,000 Director Performance Rights to Kevin Wilson (or their nominee/s) more particularly set out in the accompanying circular. 13. Resolution 7(d) - Approval to issue Director Performance Rights - Michael Parker To consider and, if thought fit, to pass with or without amendment, an ordinary resolution of disinterested shareholders to approve the issuance of up to 600,000 Director Performance Rights to Michael Parker (or their nominee/s), as more particularly set out in the accompanying circular. 14. Resolution 7(e) - Approval to issue Director Performance Rights - Chafika Eddine To consider and, if thought fit, to pass with or without amendment, an ordinary resolution of disinterested shareholders to approve the issuance of up to 600,000 Director Performance Rights to Chafika Eddine (or their nominee/s), as more particularly set out in the accompanying circular. 15. Resolution 7(f) - Approval to issue Director Performance Rights - Jason Cubitt To consider and, if thought fit, to pass with or without amendment, an ordinary resolution of disinterested shareholders to approve the issuance of up to 600,000 Director Performance Rights to Jason Cubitt (or their nominee/s), as more particularly set out in the accompanying circular. 16. Transact Other Business
To transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.
Step 3 Signature of Securityholder(s)
This section must be completed.
For Against
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Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically
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