AI assistant
Xanadu Mines Ltd Proxy Solicitation & Information Statement 2024
47555_rns_2024-11-29_ca29ba89-5a6f-4c2c-ab8b-69d5628b4ece.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
XANADU MINES
EXTRAORDINARY GENERAL MEETING
20 December 2024
.
XANADU MINES
20 November 2024
Dear Shareholders,
On behalf of the Directors of Xanadu Mines Ltd (the Company or Xanadu Mines), I am pleased to invite you to participate in an Extraordinary General Meeting (EGM or Meeting) of the Company. Enclosed is the Notice of Meeting setting out the business of the EGM.
The Company's EGM will be held on 20 December 2024 commencing at 10:00AM (Sydney/Melbourne time) at Suite 1, 245 Bay Street Brighton, VIC 3186.
Shareholders who cannot physically attend the EGM, will be able to participate in our EGM by:
- asking questions of the Board before the EGM by lodging questions online at www.investorvote.com.au/xam; and
- voting on the Resolution to be considered at the EGM by lodging the enclosed Proxy Form before the EGM,
or by a combination of these steps.
If you are physically attending the EGM, please bring your Proxy Form with you to facilitate a faster registration. If you are unable to physically attend the EGM, I encourage you to complete and return the enclosed Proxy Form no later than 10:00AM (Sydney time) on 18 December 2024 in one of the ways specified in the Notice of Meeting and the Proxy Form.
I encourage you to read the enclosed Notice of Meeting (including the Explanatory Memorandum) and the Proxy Form and consider directing your proxy how to vote on the Resolution by marking either the For box, the Against box or the Abstain box on the Proxy Form. Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Xanadu Mines recommend that shareholders vote in favour of the Resolution.
If you have any questions after reading the Notice of Meeting, please call the Shareholder Information Line on 1300 855 080 (within Australia) or +61 (03) 9415 4000 (outside Australia), Monday to Friday between 8:30am and 8:00pm (Melbourne time).
Thank you for your continued support of Xanadu Mines.
Yours faithfully,
Colin Moorhead
Executive Chairman and Managing Director
Xanadu Mines Ltd
AUSTRALIA
c/o Company Matters Pty Limited
Level 12, 680 George Street
Sydney NSW 2000
T: +612 8280 7497
MONGOLIA
Suite 23, Building 9B
Olympic St, Sukhbaatar District
Ulaanbaatar, Mongolia
T: +967 7012 0211
Xanadu Mines Ltd ACN 114 249 026
www.xanadumines.com
.
XANADU MINES LTD
NOTICE OF EXTRAORDINARY GENERAL MEETING
20 DECEMBER 2024
XANADU MINES LTD
ABN 92 114 249 026
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given that an Extraordinary General Meeting (EGM or Meeting) of shareholders of Xanadu Mines Ltd (the Company or Xanadu Mines) will be held:
Date: Friday 20 December 2024
Time: 10:00 am (Melbourne time)
Venue: Suite 1, 245 Bay Street Brighton, VIC 3186
The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the EGM is hereby incorporated into and forms part of this Notice of Meeting.
ORDINARY BUSINESS
RESOLUTION
Resolution: Issue of Subscription Shares to Jinping (Singapore) Mining Pte Ltd
To consider and, if thought fit, pass, with or without amendment, the following as an Ordinary Resolution of the Company:
"That, in accordance with Listing Rule 10.11, and for all other purposes, the Company be authorised to issue up to 26,515,543 fully paid ordinary shares in the Company at an issue price of $0.055 per share to Jinping (Singapore) Mining Pte Ltd (a wholly owned indirect subsidiary of Zijin Mining Group Co. Ltd) on the terms and conditions contained in this Notice of Meeting and attached Explanatory Memorandum"
Voting exclusion statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
a) Jinping (Singapore) Mining Pte. Ltd.; or
b) an associate of Jinping (Singapore) Mining Pte. Ltd.
However, this does not apply to a vote cast in favour of the Resolution by:
a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
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 of the Meeting to vote on the Resolution as the chair of the Meeting decides; or
c) holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
ENTITLEMENT TO ATTEND AND VOTE
In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7pm (Sydney time) on 18 December 2024 will be entitled to attend and vote at the EGM as a shareholder. Accordingly, transactions registered after that time will be disregarded for determining which shareholders are entitled to participate and vote at the EGM.
If more than one joint holder of shares is present at the EGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register is counted.
2 | Page
XANADU MINES LTD
NOTICE OF EXTRAORDINARY GENERAL MEETING
20 DECEMBER 2024
All resolutions will be by poll
In accordance with rule 27 of the Company's Constitution, the Chairman of the Meeting intends to demand a poll on the Resolution proposed at the EGM. The Resolution considered at the EGM will therefore be conducted by a poll, rather than on a show of hands. The Chairman of the Meeting considers voting by poll to be in the best interests of the shareholders as a whole and is a way to ensure the views of as many shareholders as possible are represented at the Meeting.
Appointment of Proxy
If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the EGM. A proxy need not be a shareholder of the Company.
A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes.
To be effective, the proxy must be received at the Share Registry of the Company no later than 10:00AM (Melbourne time) on 18 December 2024. Proxies must be received before that time by one of the following methods:
| By post: | Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia |
| --- | --- |
| By facsimile: | 1800 783 447 (within Australia)
+61 3 9473 2555 (outside of Australia) |
| By delivery in person: | Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street,
Abbotsford, VIC, 3067 |
| Online: | www.investorvote.com.au (for Shareholders)
www.intermediaryonline.com (Intermediary Online subscribers only) |
To be valid, a Proxy Form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.
Power of Attorney
A Proxy Form and the original power of attorney (if any) under which the Proxy Form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10:00AM (Melbourne time) on 18 December 2024, being 48 hours before the EGM.
Corporate Representatives
A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the EGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should ensure that a properly executed letter or other document confirming their authority to act as the company's representative is lodged with Company's share registry prior to the EGM.
A Certificate of Appointment of Corporate Representative form may be obtained from the Company's share registry or online at www.investorcentre.com under the help tab, "Printable Forms".
SHAREHOLDER QUESTIONS
Shareholders may submit questions about the items of business to be considered at the EGM by lodging questions online at www.investorcentre.com, select Voting then click 'Ask a Question'. Online questions should be submitted prior to 10:00AM (Sydney time) on 13 December 2024 (being no later than the fifth business day before the EGM is held). Questions will be collated, and during the EGM, the Chair of the Meeting will seek to address as many of the more frequently raised topics as possible. However, there may
XANADU MINES LTD
NOTICE OF EXTRAORDINARY GENERAL MEETING
20 DECEMBER 2024
not be sufficient time available at the EGM to address all topics raised. Please note that individual responses will not be sent to shareholders.
ENCLOSURES
Enclosed are the following documents:
- Proxy Form to be completed if you would like to be represented at the EGM by proxy. Shareholders are encouraged to use the online voting facility that can be accessed on Xanadu Mines' share registry's website at www.investorvote.com.au/xam to ensure the timely and cost-effective receipt of your proxy;
- a reply-paid envelope for you to return the Proxy Form.
If you have any questions after reading the Notice of Meeting, please call the Shareholder Information Line on 1300 855 080 (within Australia) or +61 (03) 9415 4000 (outside Australia), Monday to Friday between 8:30am and 8:00pm (Melbourne time).
BY ORDER OF THE BOARD
William Hundy
Company Secretary
20 November 2024
4 | Page
.
XANADU MINES LTD
NOTICE OF EXTRAORDINARY GENERAL MEETING
20 DECEMBER 2024
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared to assist shareholders of the Company (Shareholders) in considering the Resolution set out in the Company's Notice of Extraordinary General Meeting. This Explanatory Memorandum forms part of the Company's Notice of Extraordinary General Meeting to be held at 10:00 AM (Melbourne time) on 20 December 2024.
The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the Resolution. The Company's Notice of Extraordinary General Meeting and this Explanatory Memorandum should be read in their entirety and in conjunction with each other.
Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of the Resolution. The Chairman of the Meeting intends to vote all available undirected proxies in favour of the Resolution.
The Resolution is an ordinary resolution, which requires that a simple majority of votes cast by Shareholders present and entitled to vote, must be in favour of the relevant Resolution.
BACKGROUND TO THE ITEM OF BUSINESS
ORDINARY BUSINESS
Resolution: Issue of Subscription Shares to Jinping (Singapore) Mining Pte Ltd
Background
The Resolution seeks Shareholder authorisation to issue 26,515,543 fully paid ordinary shares in the Company (Subscription Shares) at an issue price of $0.055 to Jinping (Singapore) Mining Pte Ltd (a wholly owned indirect subsidiary of Zijin Group Mining Co. Ltd) (Zijin).
On 15 November 2024, the Company entered into a share subscription agreement (Share Subscription Agreement) with Zijin under which Zijin agreed to subscribe for the Subscription Shares so that it would hold in aggregate 19.42% of the Company's shares following the completion of the Placement (the subject of the Resolution above) and the Share Subscription Agreement.
The issue of Subscription Shares to Zijin was conditional upon a number of customary conditions (Conditions Precedent) including the Shareholders of the Company approving the issue of the Subscription Shares under this Resolution.
ASX Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to, inter alia, a substantial holder of the Company and an associate of a substantial holder of the Company, unless it obtains the approval of its shareholders.
If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1, and the securities issued pursuant to the Resolution will not be included in the calculation of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.
It is the view of the Company that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of the Subscription Shares.
If the Resolution is passed, subject to the remaining Condition Precedent being satisfied, the Company will be able to issue the Subscription Shares to Zijin. In addition, the Subscription Shares 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 the Resolution is passed, the issue of the Subscription Shares will not count towards the Company's 15% Capacity for the purposes of Listing Rule 7.1.
If the Resolution is not passed, the relevant Condition Precedent will not be satisfied, and the Subscription Shares will not be issued to Zijin.
5 | Page
XANADU MINES LTD
NOTICE OF EXTRAORDINARY GENERAL MEETING
20 DECEMBER 2024
Information for Listing Rule 10.13
For the purposes of Listing Rule 10.13, the Company provides the following information:
| The name of the person | The Subscription Shares will be issued to Jinping (Singapore) Mining Pte Ltd (a wholly owned indirect subsidiary of Zijin Group Mining Co. Ltd) |
|---|---|
| Which category in rules 10.11.1 – 10.11.5 the person falls within and why | Zijin is a substantial (10%+) holder of the Company who has nominated a director to the board of the Company for the purpose of Listing Rule 10.11.3. |
| The number and class of securities to be issued to the person | 26,515,543 fully paid ordinary shares in the capital of the Company |
| The price or other consideration the entity will receive for the issue | The Subscription Shares will be issued for $0.055 per Share. |
| The date or dates on or by which the entity will issue the securities | The Subscription Shares will be issued 10 Business Days following the satisfaction of the last of the Conditions Precedent, but no later than 1 month after the date of the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the ASX Listing Rules). |
| The Subscription Shares will not be issued if Condition Precedents are not satisfied. | |
| The purpose of the issue, including the intended use of any funds raised by the issue | The primary purpose of the issue of the Subscription Shares is to enable the Company to execute on its Horizon 2 and Horizon 3 strategy, including exploration at the Red Mountain Copper-Gold Project, new project acquisition and exploration, 12 months general and administrative costs, general working capital and Khuiten Metals Joint Venture Q1 CY2025 costs. |
| If the securities are being issued under an agreement, a summary of any other material terms of the agreement | The Subscription Shares will be issued pursuant to a Share Subscription Agreement under which Zijin agreed to subscribe for 26,515,543 Shares. |
| There are no material terms in the Share Subscription agreement other than those disclosed in this Notice of Meeting and Explanatory Memorandum. | |
| Voting exclusion statement | There are restrictions on voting on the Resolution by Zijin and Zijin’s associates. A voting exclusion statement is included in the Notice of Meeting. |
Director Recommendations
Shaoyang Shen abstains, in the interests of corporate governance, from making a recommendation in relation to the Resolution. All other Directors unanimously recommend Shareholders vote in favour of the Resolution.
6 | Page
MANAGEMENT INFORMATION CIRCULAR
XANADU MINES
MANAGEMENT INFORMATION CIRCULAR
The Company is a "designated foreign issuer" as defined in National Instrument 71-102–Continuous Disclosure and Other Exemptions Relating to Foreign Issuers and is subject to the foreign regulatory requirements of the Australian Securities & Investments Commission and the Australian Securities Exchange.
GENERAL PROXY INFORMATION
Solicitation of Proxies
This management information circular ("Management Information Circular") is furnished in connection with the solicitation of proxies by the management of Xanadu Mines Ltd (the "Company") for use at the extraordinary general meeting of the shareholders of the Company (the "Meeting") to be held at Xanadu Mines Offices, Suite 1, 245 Bay Street, Brighton VIC 3186, Australia at 10:00 am (Melbourne time) on Friday, December 20, 2024 and at all adjournments thereof for the purposes set forth in the accompanying notice of extraordinary general meeting (the "Notice"). The solicitation of proxies will be made primarily by mail and may be supplemented by telephone or other personal contact by the directors, officers, and employees of the Company. Directors, officers, and employees of the Company will not receive any extra compensation for such activities. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice. The Company may pay brokers or other persons holding ordinary shares of the Company ("Shares") in their own names, or in the names of nominees, for their reasonable expenses for sending proxies and proxy materials to beneficial owners of Shares and obtaining proxies therefrom. The cost of the solicitation will be borne directly by the Company.
No person is authorized to give any information or to make any representation other than those contained in this Management Information Circular and the Explanatory Statement included with this Management Information Circular ("Explanatory Statement and Management Information Circular"), if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Explanatory Statement and Management Information Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date thereof.
Non-Registered Shareholders in Canada
Only registered shareholders of the Company, or the persons they appoint as their proxies, are entitled to attend, and vote at the Meeting. However, in many cases, Shares beneficially owned by a person (a "Non-Registered Shareholder") are registered either:
(a) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Shareholder deals in respect of the Shares (Intermediaries include, among others: banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or
(b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc., in Canada, and the Depository Trust Company, in the United States) of which the Intermediary is a participant.
In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, the Company has distributed copies of the Notice, this Explanatory Statement and Management Information Circular and the accompanying form of proxy (collectively, the "Meeting Materials") to the Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:
(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "voting instruction form") which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
(b) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Shareholder, but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the form of proxy. In this case, the Non-Registered Shareholder who wishes to submit a form of proxy should properly complete the form of proxy and deposit it with Computershare Investor Services Limited, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1.
In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form, or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should carefully follow the instructions provided on the voting instruction form or form of proxy. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form, or the form of proxy is to be delivered.
A Non-Registered Shareholder who has submitted a form of proxy may revoke it by contacting the Intermediary through which the Shares of such Non-Registered Shareholder are held and following the instructions of the Intermediary respecting the revocation of proxies.
Appointment of Proxies
Enclosed herewith is a form of proxy for use at the Meeting. A registered shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for the shareholder and on the shareholder's behalf at the Meeting, and at any adjournment thereof, other than the person designated in the form of proxy and may exercise such right by inserting the full name of the desired person in the blank space provided in the form of proxy. If a shareholder is entitled to cast two or more votes at the Meeting, the shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. A shareholder who appoints two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointments do not specify the proportion or number of the shareholder's votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded.
A form of proxy will not be valid unless it is signed by the shareholder or by the shareholder's attorney duly authorized in writing or, if the shareholder is a Company, executed by a duly authorized officer in accordance with the instructions attached on the enclosed form of proxy. The form of proxy to be acted upon must be delivered:
- in respect of a shareholder registered on the Company's Australian register, prior to 10:00 am (Melbourne time) on Wednesday, December 18, 2024. Proxies must be received before that time by one of the following methods:
(a) post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, Australia; or
(b) facsimile to Computershare Investor Services Pty Limited on facsimile number +1 800 783 447 (within Australia) and +61 3 9473 2555 (outside Australia); or
(c) by delivery in person to Computershare Investor Services Pty Limited, Level 3, 60 Carrington Street, Sydney, NSW 2000, Australia; or
(d) online at www.investorvote.com.au (for Shareholders) or www.intermediaryonline.com (for Intermediary Online subscribers only).
- in respect of a shareholder registered on the Company's Canadian register, prior to 7:00 pm (Toronto time) on Tuesday, December 17, 2024, by mail to Computershare Investor Services Inc., at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or by facsimile at +1 866 249 7775.
Revocation of Proxies
A shareholder executing and delivering a form of proxy has the power to revoke it in accordance with the provisions of the Corporations Act 2001 (Cth) (the "Corporations Act (Australia)"), which provides that every proxy may be revoked by an instrument in writing executed by the shareholder or by his or her attorney authorized in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.
Voting of Proxies
The form of proxy accompanying this Explanatory Statement and Management Information Circular confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice and any other matters that may properly come before the Meeting. At the time of printing this Explanatory Statement and Management Information Circular, management knows of no such amendment, variation or other matter.
Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the form of proxy, the proxy may vote as they choose subject to relevant laws.
The Shares represented by the form of proxy will be voted in accordance with the instructions of the Shareholder on any ballot that may be conducted at the Meeting, or at any adjournment thereof, and if the Shareholder specifies a choice with respect to any matter acted upon, the Shares will be voted accordingly.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Description of Share Capital
The Company is authorized to issue an unlimited number of Shares. Each Share entitles the holder of record thereof to one vote per Share at all meetings of the shareholders of the Company subject to certain exclusion of votes described in the Notice and Explanatory Statement. As at the close of business on November 16, 2024, there were 1,826,006,013 Ordinary Shares issued and outstanding.
Record Date
The Board has fixed November 16, 2024, as the record date for the determination of the shareholders of the Company entitled to receive the Notice and November 16, 2024, as the record date for the determination of the shareholders of the Company entitled to vote at the Meeting.
Ownership of Securities of the Company
As of November 16, 2024, to the knowledge of the directors and executive officers of the Company, no person or Company beneficially owned, or controlled or directed, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company except as stated below:
| Name | Designation of Class | Type of Ownership | Number | Percentage of Issued and Outstanding |
|---|---|---|---|---|
| Zijin Mining Group (“Zijin”) (1) | Ordinary Shares | Registered | 333,301,460 | 18.25% |
| Asia Capital and Advisers Pte Ltd (“ACA”) (2) | Ordinary Shares | Registered | 226,665,378 | 12.41% |
(1) Zijin, as a corporation, exercises control over Jinping (Singapore) Mining Pte Ltd, the entity which beneficially owns, directly, 333,301,460 Ordinary Shares.
(2) ACA, as fund manager, exercises control over CAAF Limited, the entity which beneficially owns, directly, 226,665,378 Ordinary Shares. The settlor of CAAF Limited is Francis Andrew Rozario.
PARTICULARS OF MATTERS TO BE ACTED UPON
For a detailed description of the matters to be acted upon, listed below, please refer to the Explanatory Statement included with this Management Information Circular.
(a) issue of subscription shares to Jinping (Singapore) Mining Pte Ltd;
Items of Business
As announced on November 14, 2024, the Company signed a share subscription agreement with Zijin, the Company's largest shareholder, to participate pro-rata in a placement of ordinary shares which was previously announced on 4 November 2024, with the proceeds to be applied toward Xanadu's Red Mountain Copper-Gold Project, Sant Tolgoi Nickel-Copper Project, new project acquisition and exploration, funding for Xanadu's share of the Kharmagtai project for first quarter 2025, and working capital. Approvals are already in place from Australia Foreign Investment Review Board (FIRB).
The terms of this resolution are set out in more detail on the Explanatory Statement included with this Management Information Circular.
Resolution 1 Issue of Subscription Shares to Jinping (Singapore) Mining Pte Ltd
To consider and, if thought fit, pass, with or without amendment, the following as an Ordinary Resolution of the Company:
"That, in accordance with Listing Rule 10.11, and for all other purposes, the Company be authorised to issue up to 26,515,543 fully paid ordinary shares in the Company at an issue price of $0.055 per share to Jinping (Singapore) Mining Pte Ltd (a wholly owned indirect subsidiary of Zijin Mining Group Co., Limited) on the terms and conditions contained in this Notice of Meeting and attached Explanatory Memorandum"
For more information concerning the approval to issue further placement shares to Jinping (Singapore) Mining Pte Ltd, please refer to the Explanatory Statement included in the Notice of Meeting.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
Management of the Company knows of no matters to come before the Meeting other than as set forth in the Notice. However, if other matters, which are not known to management, should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the persons voting the proxy.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as otherwise set out in the Explanatory Statement and Management Information Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee for election as a director of the Company nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Except as otherwise disclosed herein, no informed person (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) of the Company, no person proposed to be nominated for election as a director of the Company, nor any associate or affiliate of any of them, has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or is reasonably expected to materially affect the Company or any of its subsidiaries.
ADDITIONAL INFORMATION
Additional information relating to the Company can be found on SEDAR at www.sedar.com and on the ASX website at www.asx.com.au. Further financial information is provided in the audited consolidated financial statements of the Company for the financial year ended December 31, 2023, and related management's discussion and analysis which accompany this Explanatory Statement and Management Information Circular and have also been filed on SEDAR. Shareholders may also contact Bill Hundy, the Secretary of the Company, by e-mail at [email protected] to request a copy of these documents.
The Company will provide any shareholder of the Company, without charge, upon request to the Corporate Secretary of the Company:
(a) one copy of the audited consolidated financial statements of the Company for the financial year ended December 31, 2023, together with the report of the auditor thereon;
(b) one copy of the management's discussion and analysis for the financial year ended December 31, 2023; and
(c) one copy of this Explanatory Statement and Management Information Circular.
APPROVAL
The directors of the Company have approved the contents of this Explanatory Statement and Management Information Circular and the sending thereof to the shareholders of the Company.
DATED at Toronto, Ontario this 20th day of November 2024.
BY ORDER OF THE BOARD OF DIRECTORS
Signed: "Colin Moorhead"
Colin Moorhead
Executive Chairman & Managing Director
Xanadu Mines Ltd
.