Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
All Registry communications to:
Automic Group
GPO Box 5193
Sydney NSW 2001
Telephone (free call within Australia): 1300 288 664
ASX Code: EQR
Email: hello@automicgroup.com.au
19 June 2025
Upcoming General Meeting of Shareholders
Dear Shareholder,
EQ Resources Limited ACN 115 009 106 (ASX: EQR or “the Company”), advises that an Extraordinary General Meeting (EGM) will
be held via a webinar conferencing facility on Friday, 18 July 2025 at 3.00pm (AEDT) (Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and
downloaded
by
shareholders
of
the
Company
(Shareholders)
from
the
Company’s
website
at
https://eqresources.com.au/site/invest-in-us/asx-announcements or the Company's ASX market announcements platform at
www.asx.com.au (ASX: EQR).
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021
Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have
already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
Online
scan the QR code
below using your
smartphone
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the
instructions:
1.
Login to the Automic website using the holding details as shown on the Proxy Form.
2.
Click on ‘View Meetings’ – ‘Vote’.
To use the online lodgment facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown as shown at the top of
your holding statement.
For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the
Company’s Share Registry, Automic Registry Services (Automic), at meetings@automicgroup.com.au or via phone on 1300 288
664 (within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at melanie.leydin@vistra.com.
Copies of all Meeting related material including the Notice, are available to download from the Company’s website and the
Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative
arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.
Authorised for ASX release by the Company Secretary.
resourcing the new economy for a better tomorrow
EQ RESOURCES LIMITED
ABN 77 115 009 106
Notice of Extraordinary General Meeting
Explanatory Statement and Proxy Form
Date of Meeting:
Friday, 18 July 2025
Time of Meeting:
3:00pm (AEST)
Location:
Held virtually via webinar
https://vistra.zoom.us/webinar/register/WN_mbHGoekrRguOsRT8iE9bvg
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Extraordinary General Meeting (Explanatory Statement and Proxy Form) 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.
1
EQ RESOURCES LIMITED
ABN 77 115 009 106
Registered office: Suite 2, Level 11, 385 Bourke Street, Melbourne, VIC 3000
Notice is hereby given that a meeting of Shareholders of EQ Resources Limited (the “Company” or
“EQR”) will be held virtually via a webinar conferencing facility on Friday, 18 July 2025 at 3:00pm
(AEST) (“Extraordinary General Meeting”, “EGM” or “Meeting”).
Virtual Attendance
Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to
the cut-off date for proxy voting as set out in this Notice. To lodge your proxy, please follow the
directions on your personalised Proxy Form which will be delivered to you by email or post (depending
on your communication preferences).
Shareholders attending the EGM will be able to ask questions and the Company has made provision
for Shareholders who register their attendance before the start of the meeting to also cast their votes
on the proposed resolutions at the EGM.
The virtual meeting can be attended using the following details:
When: Friday,18 July 2025 at 3:00pm (AEST)
Topic: EQ Resources Limited Extraordinary General Meeting
Register in advance for the virtual meeting:
https://vistra.zoom.us/webinar/register/WN_mbHGoekrRguOsRT8iE9bvg
After registering, you will receive a confirmation email containing information about joining the meeting.
As noted previously, the Company strongly recommends Shareholders lodge a directed proxy as soon
as possible in advance of the Meeting even if they are planning to attend the Meeting online. The
Company will conduct a poll on each Resolution presented at the Meeting. The Company will accept
questions during the Meeting either by submitting a question through the Q&A box or by using the raise
hand function located on screen. The Company will respond to the Q&A box questions or allow
Shareholders to ask their question verbally.
The Company is happy to accept and answer questions submitted prior to the Meeting by email to
melanie.leydin@vistra.com. The Company will address relevant questions during the Meeting or by
written response after the Meeting (however, the Company will use its discretion when responding to
unreasonable and/or offensive questions).
Any Shareholders who wish to attend the EGM online should therefore monitor the Company’s website
and its ASX announcements for any updates about the EGM. If it becomes necessary or appropriate to
make alternative arrangements for the holding of, or conducting, the Meeting, the Company will make
further information available through the ASX website at asx.com.au (ASX: EQR) and on its website
https://www.eqresources.com.au/site/invest-in-us/investor-welcome.
2
AGENDA
The Explanatory Statement and Proxy Form which accompany and form part of this Notice include
defined terms and describe in more detail the matters to be considered. Please consider this Notice, the
Explanatory Statement, and the Proxy Form in their entirety.
ORDINARY BUSINESS
Resolution 1: Ratification of Placement Shares
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue
of 287,667,150 Shares on the terms and conditions set out in the Explanatory Statement."
Resolution 2: Ratification of Unlisted Options to Joint Lead Managers
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue
of 28,087,501 Unlisted Options to each PAC Partners Securities Pty Ltd and STK Markets Pty Ltd (or
their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
Resolution 3: Approval to issue Placement Shares to Oaktree Capital Management L.P.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the
issue of 249,585,714 Shares, to Oaktree Capital Management L.P. (or their nominees) on the terms and
conditions set out in the Explanatory Statement.”
Resolution 4: Ratification of issue of Shares to Loan Provider
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue
of 29,372,673 Shares to the Loan Provider, on the terms and conditions set out in the Explanatory
Statement.”
Dated: 18 June 2025
By order of the Board
Melanie Leydin
Company Secretary
3
Notes
1.
Entire Notice: The details of the resolutions contained in the Explanatory Statement and proxy
form accompanying this Notice should be read together with, and form part of, this Notice.
2.
Record Date: The Company has determined that, for the purposes of the EGM, shares will be
taken to be held by the persons who are registered as holding the shares at 7:00pm on the date 48
hours before the date of the EGM. Only those persons will be entitled to vote at the EGM and
transfers registered after that time will be disregarded in determining entitlements to attend and
vote at the EGM.
3.
Proxies
a.
b.
c.
d.
e.
f.
g.
h.
i.
Votes at the EGM may be given personally or by proxy, attorney, or representative.
Each Shareholder has a right to appoint one or two proxies.
A proxy need not be a Shareholder of the Company.
If a Shareholder is a company, it must execute under its common seal, or otherwise, in
accordance with its constitution or the Corporations Act.
Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint
two proxies and may specify the proportion or number of votes each proxy is appointed
to exercise.
If a Shareholder appoints two proxies, and the appointment does not specify the
proportion or number of the Shareholder’s votes, each proxy may exercise half of the
votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.
A proxy must be signed by the Shareholder or his or her attorney who has not received
any notice of revocation of the authority.
To be effective, Proxy Forms must be received by the Company’s share registry, Automic
Pty Ltd, no later than 48 hours before the commencement of the EGM, i.e. no later than
Wednesday, 16 July 2025 at 3:00pm (AEST). Any proxy received after that time will not
be valid for the scheduled meeting.
Voting by Proxy
For further information on the online proxy lodgment process, or if you require a hard copy Proxy
Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at
meetings@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698
5414 (overseas).
4.
Corporate Representative
Any corporate Shareholder who has appointed a person to act as its corporate representative at
the EGM should provide that person with a certificate or letter executed in accordance with the
Corporations Act authorising him or her to act as that company’s representative. The authority may
be emailed to the Company and/or registry in advance of the EGM.
5.
How the Chair will vote Undirected Proxies
Subject to the restrictions set out in Note 6 below, the Chair of the EGM will vote undirected proxies
in favour of all the proposed resolutions.
6.
Voting Exclusion Statement:
Resolution 1
The Company will disregard any votes cast in favour on this Resolution by any person/entity, or
any associates of those persons/entities, who participated in the issue of securities addressed by
this Resolution or any associates of that person/entity.
4
However, this does not apply to a vote cast in favour of this Resolution by:
a)
a person/entity as a proxy or attorney for a person/entity 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
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the
Chair decides; or
a 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.
b)
c)
Resolution 2
The Company will disregard any votes cast in favour of Resolution 2 by PAC Partners Securities
Pty Ltd (PAC) and STK Markets Pty Ltd (STK) (or their nominee(s)) and any other person who will
obtain a material benefit as a result of the issue of securities (except a benefit solely derived as a
holder of Shares in the entity) or any associates of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
a)
b)
c)
a person/entity as a proxy or attorney for a person/entity 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
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with a direction given to the chair to vote on the resolution as the
Chair decides; or
a 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.
Resolution 3
The Company will disregard any votes cast in favour of Resolution 3 by Oaktree Capital
Management L.P. (Oaktree) (or their nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of securities (except a benefit solely derived as a holder of Shares
in the entity) or any associates of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
a)
b)
c)
a person/entity as a proxy or attorney for a person/entity 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
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with a direction given to the chair to vote on the resolution as the
Chair decides; or
a 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.
Resolution 4
The Company will disregard any votes cast in favour of Resolution 4 by Shawlane Capital Ltd (Loan
Provider) (or their nominee(s)) and any other person who will obtain a material benefit as a result
5
of the issue of securities (except a benefit solely derived as a holder of Shares in the entity) or any
associates of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
a)
b)
c)
7.
a person/entity as a proxy or attorney for a person/entity 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
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with a direction given to the chair to vote on the resolution as the
Chair decides; or
a 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.
Enquiries
Shareholders are invited to contact the Company Secretary on +61(3) 9692 7222 if they have any
queries in respect of the matters set out in this Notice.
6
EXPLANATORY STATEMENT
Purpose of Information
This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of EGM
(“Notice”) which will be held at 3:00pm (AEST) on Friday, 18 July 2025, via a video-conferencing facility.
The Notice incorporates, and should be read together, with this Statement.
ORDINARY BUSINESS
Background to Resolutions 1 to 4
On 22 May 2025, the Company announced that it had received firm commitments for a placement to
institutional and sophisticated investors to raise $18.8 million, before costs (Placement). New shares to be
issued as part of the Placement were to be issued at a price of $0.035 (3.5 cents) per share (New Share).
The Placement participants included institutional and sophisticated investors (Placement Participants) and
Oaktree Capital Management L.P (Oaktree) - for which approval will be sought as outlined in Resolution 3.
The funds raised will be used to fund capital projects primarily related to plant expansion and optimisation
works at both the Mt Carbine mine in Australia and the Barraecopardo mine in Spain, reduce debt financing,
and provide working capital.
The Placement was conducted by Joint Lead Managers, PAC Partners Securities Pty Ltd and STK Markets
Pty Ltd (JLM). In addition to their JLM fees, the Company agreed to issue the JLM a total of 28,087,501
broker options exercisable at $0.0675 (6.75 cents) and expiring 29 May 2027 (Lead Manager Options).A
total of 287,667,150 New Shares pursuant to the Placement, excluding the Oaktree shares, were issued on
27 May 2025 and 29 May 2025 and the 28,087,501 Lead Manager Options were issued on 27 May 2025.
These New Shares and Lean Manager Option were issued under the Company’s placement capacity under
ASX Listing Rules 7.1 and 7.1A.
The issue of 249,585,714 New Shares to Oaktree is contingent upon shareholder approval as outlined in
Resolution 3.
A Loan Provider agreed to convert the outstanding loan amount and interest into equity at the Placement
raising price. A total of 29,372,673 Shares were issued to the Loan Provider on 28 May 2025 to extinguish
the $1.03 million outstanding amount. This issue of New Shares was completed under the Company’s exisitng
placement capacity under ASX Listing Rule 7.1.
Resolution 1 – Ratification of Placement Shares
Background
The Company seeks Shareholder approval to ratify the issue of 287,667,150 New Shares to institutional and
sophisticated investors on 27 May 2025 and 29 May 2025 pursuant to ASX Listing Rule 7.4.
The New Shares were issued without Shareholder approval from the Company’s existing placement capacity
under ASX Listing Rules 7.1 and 7.1A.
ASX Listing Rule Requirements
ASX Listing Rule 7.1 allows the Company to issue new securities up to 15% of the existing capital of the
Company in any 12-month period without the prior approval of Shareholders, excluding any security issues
that meet the requirements of one of the exceptions of ASX Listing Rule 7.2. The issue of 87,667,715 of the
New Shares to Placement Participants was within the Company's available placement capacity under ASX
Listing Rule 7.1 and did not fit within any of the Listing Rule 7.2 exceptions.
ASX Listing Rule 7.1A enables eligible entities which have obtained shareholder approval by special
resolution to issue securities up to the equivalent of 10% of the Company’s fully paid ordinary issued capital
through payments over a 12-month period after the Annual General Meeting (“10% Placement Facility”) The
10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1.
The Company obtained such shareholder approval for the 10% Placement Facility at the Annual General
Meeting held on 29 November 2024. The issue of 200,000,000 New Shares to Placement Participants was
within the Company's available placement capacity under ASX Listing Rule 7.1A and did not fit within any of
the Listing Rule 7.2 exceptions.
7
Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of
Shareholders for the purposes of ASX Listing Rule 7.1, if the issue did not breach ASX Listing Rule 7.1 at the
time and Shareholders subsequently approve it. As the issue of these New Shares was within the Company's
ASX Listing Rule 7.1 and 7.1A placement capacity, did not fall within any of the exceptions in ASX Listing
Rule 7.2, and was not previously approved by Shareholders, the Company now seeks Shareholder ratification
of the issue of these New Shares pursuant to ASX Listing Rule 7.4 to refresh its capacity to make further
issues without Shareholders approval under ASX Listing Rule 7.1.
If this Resolution is approved, the prior issue of the New Shares to Placement Participants may be treated by
the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company
will therefore be able to issue additional equity securities without the 287,667,150 New Shares counting
towards the 15% threshold for the purposes of ASX Listing Rule 7.1 or the 10% threshold for the purposes of
ASX Listing Rule 7.1A.
If this Resolution is not approved, the issue of the New Shares to Placement Participants will not be treated
by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company
will therefore have 87,667,715 New Shares as counting towards the 15% threshold for the purposes of ASX
Listing Rule 7.1 and 200,000,000 New Shares as counting towards the 10% threshold for the purposes of
ASX Listing Rule 7.1A.
ASX Listing Rule Disclosure Requirements
ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of
obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:
(a) the New Shares were issued to institutional and sophisticated investors introduced to the Company
via existing relationships 27 May 2025 and 29 May 2025. There was no participant in the issue of
the Shares that was an investor required to be disclosed under ASX Guidance Note 21 which
included;
i. related party of the Company;
ii. member of key management personnel;
iii. substantial holder in the Company;
iv. adviser to the Company; or
v. associate of any of the above,
vi. and the securities issued constitute more than 1% of the Company’s current issued capital.
(b) the number and class of securities issued was 287,667,150 New Shares;
(c) the New Shares were issued for cash, at an issue price of $0.035 (3.5 cents) per Share; and
(d) the purpose of the issue was to raise funds to be used to fund capital projects primariy related to
plant expansion and optimisation works at both the Mt Carbine mine in Australia and the
Barraecopardo mine in Spain, reduce debt financing, and provide working capital.
Board Recommendation
The Board recommends that Shareholders vote in favour of this Resolution.
Voting Intention
The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.
Voting Exclusions
Refer to Note 6 for voting exclusions.
Resolution 2 – Ratification of Unlisted Options to Joint Lead Managers
Background
On 27 May 2025, the Company issued 28,087,501 Options, in consideration for lead manager services
provided by PAC Partners Securities Pty Ltd and STK Markets Pty Ltd. The Company seeks Shareholder
approval to ratify the issue of the Lead Manager Options to the JLM in relation to the Placement announced
on 22 May 2025.
The issue of the 28,087,501 Lead Manager Options was completed on 27 May 2025, without shareholder
approval, using the Company’s existing placement capacity under ASX Listing Rule 7.1.
ASX Listing Rules
ASX Listing Rule 7.1 allows the Company to issue new securities up to 15% of the existing capital of the
Company in any 12-month period without the prior approval of Shareholders, excluding any security issues
8
that meet the requirements of one of the exceptions of ASX Listing Rule 7.2. The issue of Options to the JLMs
was within the Company's available placement capacity under ASX Listing Rule 7.1 and did not fit within any
of the ASX Listing Rule 7.2 exceptions.
Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of
shareholders for the purposes of ASX Listing Rule 7.1, if the issue did not breach ASX Listing Rule 7.1 at the
time and Shareholders subsequently approve it. As the issue of the Lead Manager Options was within the
Company's ASX Listing Rule 7.1 placement capacity and was not previously approved by Shareholders, the
Company now seeks Shareholder ratification of the issue of the Lead Manager Options pursuant to ASX
Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under ASX Listing
Rule 7.1.
If this Resolution is approved, the prior issue of the 28,087,501 Lead Manager Options may be treated by the
Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will
therefore be able to issue additional equity securities, without the securities the subject of this Resolution
counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1.
.
If this Resolution is not approved, the prior issue of the 28,087,501 Lead Manager Options will not be treated
by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company
will therefore have the 28,087,501 Lead Manager Options as counting towards the 15% threshold for the
purposes of ASX Listing Rule 7.1.
ASX Listing Rule Disclosure Requirements
ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of
obtaining shareholder approval pursuant to ASX Listing Rule 7.4:
(a) the Lead Manager Options were issued on 27 May 2025 to the Joint Lead Managers; PAC Partners
Securities Pty Ltd and STK Markets Pty Ltd (or their nominee(s)). There was no participant in the
issue of the Options that was an investor required to be disclosed under ASX Guidance Note 21;
(b) the number and class of securities issued was 28,087,501 unlisted options; at an exercise price of
$0.0675 (6.75 cents) per option, expiring on 29 May 2027 (see Schedule 1 for details of the terms
and conditions that apply to these options);
(c) the Lead Manager Options have a nil issue price;
(d) the purpose of the issue: the Lead Manager Options were issued to the Joint Lead Managers as part
fees payable under the Placement; and
(e) there will be no funds raised from the issue of the Lead Manager Options, however should the Lead
Manager Options be exercised, the funds raised will be used for the Company’s projects and general
working capital.
Board Recommendation
The Board recommends that Shareholders vote in favour of this Resolution.
Voting Intention
The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.
Voting Exclusions
Refer to Note 6 for voting exclusions.
Resolution 3 – Approval to Issue Placement Shares to Oaktree Capital Management L.P.
Background
In addition to the New Shares noted in Resolution 1, Oaktree Capital Management L.P. (Oaktree), an
institutional investor and substantial Shareholder in the Company, agreed to participate in the Placement,
subject to the required Shareholder approval of the New Shares. Oaktree is seeking to subscribe for
249,585,714 New Shares.
Oaktree has committed to contribute the Company the funds associated with the placement participation (key
terms noted below) in the amount of $8.735 million, subject to obtaining approval from the Foreign Investment
Review Board and shareholder approval.
The Company is therefore seeking shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of
249,585,714 New Shares at an issue price of $0.035 (3.5 cents).
9
ASX Listing Rules Requirements
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:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a
substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a
substantial (10%+) holder in the company and who has nominated a director to the board
of the company pursuant to a relevant agreement which gives them a right or expectation
to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules
10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be
approved by its shareholders;
unless it obtains the approval of its shareholders.
Mr Stephen Weir was appointed to the Board as Oaktree’s nominee director on 19 January 2024. The
appointment was agreed between the Company and Oaktree as part of the $25 million investment in EQR by
Oaktree. At the date of this Notice, Oaktree holds approximately 12.64% of the Company’s Shares and
therefore falls within ASX Listing Rule 10.11.3 requiring the approval of the Company’s shareholders under
ASX Listing Rule 10.11.
If this Resolution is passed, the Company will be able to proceed with the proposed issue of 249,585,714
New Shares to Oaktree.
If this Resolution is not passed, the Company will not be able to proceed with the proposed issue of
249,585,714 New Shares to Oaktree.
ASX Listing Rule Disclosure Requirements
ASX Listing Rule 10.13 requires that the following information be provided to shareholders for the purpose of
obtaining shareholder approval pursuant to ASX Listing Rule 10.11:
(a) the New Shares are to be issued to Oaktree Capital Management L.P. (or their nominee(s));
(b) Oaktree meets the criteria of ASX Listing Rule 10.11.3 as Stephen Weir is a nominated direc
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