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TUNGSTEN MINING NL — AGM Information 2021
Oct 18, 2021
65918_rns_2021-10-18_d2608a62-8719-4d56-801f-03f0925ecb7d.pdf
AGM Information
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19 October 2021
ASX ANNOUNCEMENT
Notice of Annual General Meeting
Australian tungsten developer, Tungsten Mining NL advises that an Annual General Meeting of Shareholders will be held at the Offices of Bennett + Co, Ground Floor, 28 The Esplanade, Perth, WA 6000 on Friday 26 November 2021 at 9:30am (WST).
Refer to the following Notice of Annual General Meeting and a letter to Shareholders advising further details of the meeting and accessing meeting documents.
-ENDS-
This ASX announcement was authorised for release by Craig Ferrier, Chief Executive Officer of Tungsten Mining NL.
For further information: Craig Ferrier Mark Pitts Chief Executive Officer Company Secretary Ph: +61 8 9486 8492 Ph: +61 8 9316 9100 E: [email protected] E: [email protected]
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About Tungsten Mining
Emerging Australian tungsten developer, Tungsten Mining NL is an Australian based resources company listed on the Australian Securities Exchange. The Company’s prime focus is the exploration and development of tungsten projects in Australia.
Tungsten (chemical symbol W), occurs naturally on earth, not in its pure form but as a constituent of other minerals, only two of which support current commercial extraction and processing - wolframite ((Fe, Mn)WO4) and scheelite (CaWO4).
Tungsten has the highest melting point of all elements except carbon – around 3400°C giving it excellent high temperature mechanical properties and the lowest expansion coefficient of all metals. Tungsten is a metal of considerable strategic importance, essential to modern industrial development (across aerospace and defence, electronics, automotive, extractive and construction sectors) with uses in cemented carbides, high-speed steels and super alloys, tungsten mill products and chemicals.
Through exploration and acquisition, the Company has established a globally significant tungsten resource inventory in its portfolio of advanced mineral projects across Australia. This provides the platform for the Company to become a major player within the global primary tungsten market through the development of low-cost tungsten concentrate production.
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Annual General Meeting Notice and Proxy Form
19 October 2021
Dear Shareholder
Tungsten Mining NL ( TGN or the Company ) is convening an Annual General Meeting ( Meeting ) to be held at the Offices of Bennett and Co, Ground Floor, 28 The Esplanade, Perth, Western Australia on Friday, 26 November 2021 at 9.30am (WST).
The Company and the Board are very aware of the current circumstances resulting from COVID-19 and the impact it is having, and is likely to continue to have, on physical meetings. Accordingly, the Board has made the decision that it will hold a physical Meeting with appropriate social gathering and physical distancing measures in place to comply with the State and Federal Government’s current restrictions for physical gatherings.
In addition, and in accordance with the ASIC ‘No-Action Position’ letter, the Company will not be dispatching physical copies of the Notice of Annual General Meeting ( Notice ) to Shareholders. Instead, a copy of the Notice can be viewed and downloaded online under the “ASX announcements” section of Tungsten Mining NL website at https://www.tungstenmining.com/en/category/announcements/.
If you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. Shareholders are encouraged to complete and lodge their proxies online or otherwise in accordance with the instructions set out in the proxy form and the Notice.
Your proxy voting instruction must be received by 9.30am (WST) on Wednesday, 24 November 2021, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.
The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Automic Group on, 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).
Circumstances relating to COVID-19 are changing rapidly. The Company will update shareholders if changing circumstances will impact the planning or arrangements for the Meeting by way of announcement on ASX and the details will also be made available on our website at https://www.tungstenmining.com/en/category/announcements/.
The Company appreciates the understanding of shareholders during this time.
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Simon Borck Company Secretary
Tungsten Mining NL
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TUNGSTEN MINING NL
ABN 67 152 084 403
NOTICE OF ANNUAL GENERAL MEETING
TIME : 09:30 am (WST) DATE : Friday, 26 November 2021 PLACE : Bennett + Co Ground Floor 28 The Esplanade Perth WA 6000
This Notice of Meeting and accompanying Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9486 8492.
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the annual general meeting of shareholders of Tungsten Mining NL (“The Company”) will be held at the Offices of Bennett + Co, Ground Floor, 28 The Esplanade, Perth, WA 6000 on Friday, 26 November 2021 at 09:30 am (WST).
The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this 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 Annual General Meeting are those who are registered Shareholders at 5:00pm (WST) on Wednesday, 24 November 2021.
Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.
AGENDA
Reports and Accounts
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021, together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING)
To consider and, if thought fit, to pass, the following resolution as a non-binding resolution :
“That, pursuant to Section 250R(2) of the Corporations Act, approval is given for the Company to adopt the Remuneration Report for the financial year ended 30 June 2021.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. However, if 25% or more votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all the Company’s directors (other than the Managing Director) must go up for reelection.
RESOLUTION 2 – RE-ELECTION OF DIRECTOR – GARY LYONS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of Listing Rule 14.4 and clause 7.3 of the Constitution, Gary Lyons, being a Director, retires by rotation and, being eligible, is re-elected as a Director.”
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RESOLUTION 3 – RE-ELECTION OF DIRECTOR – TAN SRI DATO TIEN SENG LAW
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of Listing Rule 14.4 and clause 7.3 of the Constitution, Tan Sri Dato Tien Seng Law, being a Director, retires by rotation and, being eligible, is reelected as a Director.”
RESOLUTION 4 – APPROVAL FOR ADDITIONAL PLACEMENT CAPACITY
To consider and, if thought fit, to pass, the following resolution as a special resolution :
“That, for the purpose of Listing Rule 7.1A, approval is given for the issue of Equity Securities totaling up to 10% of the number of Shares on issue (at the time of the issue) over a 12 month period, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions and in the manner set out in the Explanatory Statement.”
DATED: 19 OCTOBER 2021
BY ORDER OF THE BOARD
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SIMON BORCK COMPANY SECRETARY TUNGSTEN MINING NL
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IMPORTANT INFORMATION ABOUT THE HOLDING OF THE ANNUAL GENERAL MEETING TO ADDRESS COVID -19 VIRUS HEALTH AND SAFETY REQUIREMENTS
The Board of Directors have elected to hold a physical meeting and have undertaken to implement certain protocols and practices to ensure the safe conduct of the Annual General Meeting in line with general health advisory recommendation.
Please note the following:
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The Company’s Annual General Meeting with be held at Ground Floor, 28 The Esplanade Perth WA as noted on the front page of this Notice.
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Shareholders are encouraged to vote by proxy .
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No refreshments will be served at the Meeting.
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Voting on all Resolutions will be conducted by poll and not by show of hands.
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The minimum number of Directors and the Secretary will attend the Meeting in person (taking into account social distancing practices).
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Questions for the Board of Directors can be emailed to the Company Secretary [email protected] and must be received no later than 5pm (WST) on Friday, 19 November 2021.
HOW TO VOTE
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
VOTING BY PROXY
You can appoint a proxy to attend and vote on your behalf as an alternative to attending the meeting in person or casting a direct vote.
A proxy need not be a Shareholder and may be an individual or a company. If you are entitled to cast two or more votes at the Meeting, you may appoint up to two proxies, and may specify the proportion or number of votes each proxy is appointed to exercise.
If you do not specify a proportion or number, each proxy may exercise half of the votes.
To vote by proxy, please either vote online or complete and sign the enclosed Proxy Form in accordance with the instructions set out on the form and send the Proxy Form to the Company’s Share Registry so that it is received not later than 9:30 am (WST) on Wednesday, 24 November 2021 .
Proxy forms received later than this time will be invalid.
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SHARE REGISTER CONTACT INFORMATION
Online:
Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah
BY MAIL : IN PERSON : BY EMAIL : Automic Automic [email protected] GPO Box 5193 Level 5, 126 Phillip Street Sydney NSW 2001 Sydney NSW 2000 BY FACSIMILE : +61 2 8583 3040 All enquiries to Automic : WEBCHAT: PHONE: https://automicgroup.com.au 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
VOTING PROHIBITION STATEMENT
Resolution 1 – Adoption of Remuneration Report
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
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(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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(b) a Closely Related Party of such a member.
However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
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(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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(b) the voter is the Chair and the appointment of the Chair as proxy:
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(i) does not specify the way the proxy is to vote on this Resolution; and
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(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding how to vote on the Resolutions. The Directors recommend that Shareholders read this Explanatory Statement in full, together with the accompanying Notice.
FINANCIAL STATEMENTS
In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.tungstenmining.com.
1. RESOLUTION 1 – REMUNERATION REPORT (NON-BINDING RESOLUTION)
1.1 General
The Corporations Act requires a resolution that the remuneration report be adopted be put to the shareholders at a listed company’s annual general meeting. However, such a resolution is advisory only and does not bind the Directors or the Company.
The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2021.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.
The Remuneration Report has been approved by Shareholders at every AGM of the Company including at the most recent AGM in 2020 when votes cast against the Remuneration Report considered were less than 25%.
1.2 Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note the following:
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(a) If you appoint a member of the Key Management Personnel as your proxy (other than the Chair) or a Closely Related Party of such a member, you must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
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(b) If you appoint the Chair as your proxy (where he or she is also a member of the Key Management Personnel or a Closely Related Party of such a member), you do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you are acknowledging the Chair may exercise his or her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.
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(c) If you appoint any other person as your proxy , you do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.
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2. RESOLUTION 2 – RE-ELECTION OF GARY LYONS
Listing Rule 14.4 provides that, a director of an entity must not hold office (without reelection) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.
A retiring director is eligible for re-election. The directors to retire at any annual general meeting must be those who have been longest in office since their last election but, as between persons who became directors on the same day, those to retire must (unless they otherwise agree among themselves) be determined by lot.
Gary Lyons was last re-elected as a director at the Company’s 2018 annual general meeting. Accordingly, Mr Lyons retires and seeks re-election in accordance with Listing Rule 14.4 and clause 7.3 of the Constitution. Details regarding Gary Lyons are set out in the 2021 Annual Report.
The Directors, other than Gary Lyons, recommend that Shareholders vote in favour of Resolution 2.
3. RESOLUTION 3 – RE-ELECTION OF TAN SRI DATO TIEN SENG LAW
Listing Rule 14.4 provides that, a director of an entity must not hold office (without reelection) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.
A retiring director is eligible for re-election. The directors to retire at any annual general meeting must be those who have been longest in office since their last election but, as between persons who became directors on the same day, those to retire must (unless they otherwise agree among themselves) be determined by lot.
Tan Sri Dato Tien Seng Law was last re-elected as a director at the Company’s 2018 annual general meeting. Accordingly, Mr Law retires and seeks re-election in accordance with Listing Rule 14.4 and clause 7.3 of the Constitution. Details regarding, Tan Sri Dato Tien Seng Law are set out in the 2021 Annual Report.
The Directors, other than Tan Sri Dato Tien Seng Law, recommend that Shareholders vote in favour of Resolution 3.
4. RESOLUTION 4 – APPROVAL FOR ADDITIONAL PLACEMENT CAPACITY
4.1 General
Broadly speaking, and subject to a number of exceptions, 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 securities it had on issue at the start of that period.
Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the entity’s annual general meeting ( 10% Placement Capacity ).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes as it is not included in the S&P/ASX 300 Index and has a market capitalisation as at 4 October 2021 of $106,165,927.
Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.
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If Shareholders approve Resolution 4, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.
The effect of Resolution 4 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.
If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.
4.2 ASX Listing Rule 7.1A
Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.
The Equity Securities must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of quoted Equity Securities on issue, being the Shares (ASX Code: TGN).
The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:
(A x D) – E
Where:
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A = the number of fully paid ordinary securities on issue at the commencement of the relevant period:
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plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16, or 17;
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plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
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the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
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the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
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plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
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the agreement was entered into before the commencement of the relevant period; or
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the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
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plus the number of fully paid ordinary securities issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4;
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plus the number of partly paid ordinary securities that became fully paid in the relevant period;
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less the number of fully paid ordinary securities cancelled in the relevant period;
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D = 10%;.
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E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.
4.3 Technical information required by ASX Listing Rule 7.1A
In accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution 4:
(a) Minimum Price
The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:
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(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
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(ii) if the Equity Securities are not issued within 10 ASX trading days of the date in paragraph 0(a)(i), the date on which the Equity Securities are issued.
(b) Date of Issue
The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Annual General Meeting and expiring on the first to occur of the following:
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(i) 12 months after the date of the Annual General Meeting;
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(ii) the time and date of the next Annual General Meeting; and
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(iii) the date of approval by Shareholders of any transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).
(c) Risk of voting dilution
Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.
If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at 4 October 2021.
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The table also shows the voting dilution impact where the number of Shares on issue changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.
| Number of Shares on Issue (variable “A” in Listing Rule 7.1A.2) |
Dilution | |||
|---|---|---|---|---|
| Dilution based on number of Shares issued (being 10% of the number of Shares at the time of issue) |
Funds raised based on issue price of $0.0675 (50% decrease in current issue price) |
Funds raised based on issue price of $0.135 (Current issue price) |
Funds raised based on issue price of $0.270 (100% increase in current issue price) |
|
| 786,414,272 (Current) |
78,641,427 | $5,308,296 | $10,616,593 | $21,233,185 |
| 1,179,621,408 **(50% increase) *** |
117,962,141 | $7,962,445 | $15,924,889 | $31,849,778 |
| 1,572,828,544 **(100% increase) *** |
157,282,854 | $10,616,593 | $21,233,185 | $42,466,371 |
* The number of Shares on issue could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with or without Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
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The current shares on issue are the Shares on issue as at 4 October 2021.
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The issue price set out above is the closing price of the Shares on the ASX on 4 October 2021.
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The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
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The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
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The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
Shareholders should note that there is a risk that:
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(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Annual General Meeting; and
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(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement Capacity to raise funds:
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(i) to progress the Company’s Mt Mulgine Project and/or its other projects; and
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(ii) for general working capital.
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(e) Allocation under the 10% Placement Capacity
The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:
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(i) the purpose of the issue;
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(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
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(iii) the effect of the issue of the Equity Securities on the control of the Company;
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(iv) the Company’s circumstances, including, but not limited to, its financial position and solvency;
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(v) prevailing market conditions; and
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(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new resources, assets or investments, it is possible that the allottees under the 10% Placement Capacity will be vendors of the new resources, assets or investments.
(f) Previous Approval under ASX Listing Rule 7.1A
The Company obtained approval under ASX Listing Rule 7.1A at its previous annual general meeting on 27 November 2020.
Since the previous annual general meeting on 27 November 2020 no securities have been issued pursuant to Listing Rule 7.1A.
(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A
When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:
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(i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
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(ii) the information required by Listing Rule 3.10.5A for release to the market.
5. QUESTIONS AND COMMENTS
In accordance with the Corporations Act at the Annual General Meeting the Chair will provide an opportunity for Shareholders to ask questions and make comments in relation to the management of the Company.
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GLOSSARY
In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:
$ means Australian dollars.
10% Placement Capacity has the meaning given in section 4 of this Explanatory Statement.
2021 Annual Report means the Company’s annual report for the year ended 30 June 2021, which can be downloaded from the Company’s website at www.tungstenmining.com.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 724 791).
ASX Listing Rules or Listing Rules means the official Listing Rules of ASX.
Board means the Board of Directors of the Company.
Company or Tungsten Mining means Tungsten Mining NL (ABN 67 152 084 403).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the current directors of the Company.
Eligible Entity means an entity that, at the date of the relevant general meeting:
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(a) is not included in the S&P/ASX 300 Index; and
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(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.
Employees means full time and part time employees of the Company and consultants and contractors.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement to this Notice.
Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.
Meeting means the meeting convened by the Notice.
Notice means the notice of meeting accompanying this Explanatory Statement.
Plan means the Director and Senior Management Fee and Remuneration Sacrifice Share Plan.
Proxy Form means the proxy form accompanying this Explanatory Statement.
Remuneration Report means that section of the Directors’ Report under the heading “Remuneration Report” set out in the 2021 Annual Report.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
WST means Australian Western Standard Time.
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