Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
26 June 2024
Dear Shareholder
EQ Resources Limited – Extraordinary General Meeting of Shareholders, 29 July 2024
Notice is hereby given that the Extraordinary General Meeting of Shareholders of EQ Resources
Limited (Company) will be as a virtual meeting via a webinar conferencing facility at 12:30pm (AEST)
on Monday, 29 July 2024 (“Extraordinary General Meeting”, “EGM” or “Meeting”).
In accordance with recent amendments to the Corporations Act 2001, the Company is sending this
notification letter instead of dispatching physical copies of the Notice of EGM. The Notice of EGM
and accompanying explanatory statement (Meeting Materials) are being made available to
shareholders electronically. This means that:
-
You can access the Meeting Materials online at the Company’s website
https://eqresources.com.au/site/invest-in-us/asx-announcements or at the Company’s share
registry’s website (https://investor.automic.com.au/#/loginsah) through Investor Centre.
-
A complete copy of the Meeting Materials has been posted to the Company’s ASX Market
announcements page at www.asx.com.au under the Company’s ASX code “EQR”.
-
If you have provided an email address and have elected to receive electronic communications
from the Company, you will receive an email to your nominated email address with a link to an
electronic copy of the Meeting Materials and the voting instruction form.
If you would like to receive electronic communications from the Company in the future, please
update your communication elections online at https://investor.automic.com.au/. If you have not
yet registered, you will need your shareholder information including SRN/HIN details.
If you are unable to access the Meeting Materials online please contact our share registry Link
Market Services Limited on https://investor.automic.com.au or by phone on +61 2 9698 5414
(International) or 1300 288 664 (within Australia) between 9:00am and 5:00pm (AEST) Monday to
Friday, to obtain a copy.
As noted above, the Meeting will be held as a virtual meeting via a webinar conferencing facility.
Details of how to register to attend the Meeting are contained in the Meeting Materials. The
Company strongly recommends to Shareholders to lodge a directed proxy as soon as possible in
advance of the meeting even if they are planning to attend the meeting online.
Yours sincerely,
Melanie Leydin
Company Secretary
EQ Resources Limited
EQ Resources Limited | ASX: EQR
ACN: 115 009 106 | ABN 77 115 009 106
Level 4, 100 Albert Road
South Melbourne, Victoria, 3205
Australia
https://eqresources.com.au
resourcing the new economy for a better tomorrow
EQ RESOURCES LIMITED
ACN 115 009 106
NOTICE OF EXTRAORDINARY GENERAL MEETING
Explanatory Statement and Proxy Form
Notice is given that the Meeting will be held (as a fully virtual meeting) at:
TIME:
12:30pm (AEST)
DATE:
29 July 2024
PLACE:
https://vistra.zoom.us/webinar/register/WN_f358pV1xRf2QRZpombGHxg
The business of the Meeting affects your shareholding and your vote is important.
This Notice 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.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth)
that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7pm on 26
July 2024.
BUSINESS OF THE MEETING
AGENDA
1.
RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 205,940,008 Shares and 68,646,721 free
attaching Options on the terms and conditions set out in the Explanatory
Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
2.
RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 20,000,000 Options on the terms and
conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
3.
RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval
is given for the Company to issue up to 60,000,000 Options on the terms and
conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
4.
RESOLUTION 4 – ISSUE OF SHARES TO RELATED PARTY – OLIVER KLEINHEMPEL
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of, Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue up to 1,111,111 Shares and
370,370 free attaching Options to Oliver Kleinhempel (or his nominee) on the
terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
5.
RESOLUTION 5 – ISSUE OF SHARES TO RELATED PARTY – RICHARD MORROW
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
2
“That, for the purposes of, Listing Rule 10.11 and for all other purposes,
approval
is
given
for
the
Company
to
issue
up
to
666,667 Shares and 222,222 free attaching Options to Richard Morrow (or his
nominee) on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
6.
RESOLUTION 6 – ISSUE OF SHARES TO RELATED PARTY – ZHUI YEO
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of, Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue up to 1,111,111 Shares and
370,370 free attaching Options to Zhui Yeo (or his nominee) on the terms and
conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
7.
RESOLUTION 7 – ISSUE OF SHARES TO RELATED PARTY – STEPHEN WEIR
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of, Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue up to 2,222,222 Shares and
740,741 free attaching Options to Stephen Weir (or his nominee) on the terms
and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
8.
RESOLUTION 8 – ISSUE OF SHARES AND OPTIONS TO RELATED PARTY IN
CONSIDERATION FOR SETTLEMENT OF SHAREHOLDER LOAN – ZHUI YEO
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue up to 39,304,733 Shares and
13,101,578 free attaching Options to Zhui Yeo (or his nominee) on the
terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
9.
RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of the number of Shares that is equal in value to
USD$7,500,000, at a deemed share price of AUD$0.090 per Share, to
Cronimet Asia Pte. Ltd (201217827C) on the terms and conditions set out in
the Explanatory Statement.”
3
A voting exclusion statement applies to this Resolution. Please see below.
10.
RESOLUTION 10 - RATIFICATION OF CONVERTIBLE NOTE ISSUE
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That pursuant to ASX Listing Rule 7.4, and for all other purposes,
Shareholders ratify the issue of 750,000 Convertible Notes on the terms and
conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
Dated: 26 June 2024
By order of the Board
Oliver Kleinhempel
Chairman
4
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 1 – Ratification of
prior issue of Shares and
Options
Resolution 9 – Ratification of
prior issue of Shares to
Cronimet Australia
A person who participated in the issue or is a counterparty to the
agreement being approved or an associate of that person or
those persons.
A person who participated in the issue or is a counterparty to the
agreement being approved (namely PAC Partners Securities Pty
Ltd) or an associate of that person or those persons.
A person who is expected to participate in the issue or who will
obtain a material benefit as a result of the proposed issue (except
a benefit solely by reason of being a holder of ordinary securities).
Oliver Kleinhempel (or his nominee) and any other person who will
obtain a material benefit as a result of the issue of the securities
(except a benefit solely by reason of being a holder of ordinary
securities in the Company) or an associate of that person or those
persons.
Richard Morrow (or his nominee) and any other person who will
obtain a material benefit as a result of the issue of the securities
(except a benefit solely by reason of being a holder of ordinary
securities in the Company) or an associate of that person or those
persons.
Zhui Yeo (or his nominee) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in
the Company) or an associate of that person or those persons.
Stephen Weir (or his nominee) and any other person who will
obtain a material benefit as a result of the issue of the securities
(except a benefit solely by reason of being a holder of ordinary
securities in the Company) or an associate of that person or those
persons.
Zhui Yeo (or his nominee) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in
the Company) or an associate of that person or those persons.
A person who participated in the issue or is a counterparty to the
agreement being approved (namely Cronimet Asia Pte. Ltd
(201217827C)) or an associate of that person or those persons.
Resolution 10 – Ratification of
prior issue of Convertible
Notes
The Company will disregard any votes cast in favour of the
Resolution by or on behalf of a person who participated in the
issue or any associates of those persons.
Resolution 2 – Ratification of
prior issue of Options
Resolution 3 –Approval to
issue Options
Resolution 4 – Approval for
related party participation in
Placement – Oliver
Kleinhempel
Resolution 5 – Approval for
related party participation in
Placement – Richard Morrow
Resolution 6 – Approval for
related party participation in
Placement – Zhui Yeo
Resolution 7 – Approval for
related party participation in
Placement – Stephen Weir
Resolution 8 – Approval for
related party participation in
Placement – Zhui Yeo
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair 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
5
(c)
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.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two or more votes may appoint two proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
Voting in person
If you are a shareholder who wishes to attend and participate in the virtual meeting, please register
in advance using the link provided for participation.
Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with
the instructions in this Notice in advance. However, voting instructions will be provided for those who
wish to vote on the day.
This Notice has been given to those entitled to receive by use of one or more technologies. This
Notice is also available on the Australian Securities Exchange Announcement platform and on the
Company’s website.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 3 9692 7222.
6
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors
believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1.
BACKGROUND TO THE MEETING
On 7 May 2024, the Company, together with its subsidiaries, entered into a facility
agreement for A$20 million with QBF No.1 Pty Ltd as trustee of QIC Critical Mineral
and Battery Technology Fund (QIC) (Facility Agreement) in order to assist the
Company with the expansion of its Mt Carbine processing plant and development
of the Mt Carbine underground program.
As detailed in the Company’s recent ASX announcement 8 May 2024 the Facility
Agreement will supply funds in two separate tranches namely, Tranche A for $12
million which will assist in doubling processing capacity and commencing
underground drill testing and Tranche B for $8 million which will assist with
continued underground drill testing and to start underground trial mining (Mt
Carbine Development). The Facility Agreement is for a 3-year term with an annual
interest rate of 10%. It is a condition precedent of the Facility Agreement that the
Company issue 60,000,000 Options to QIC.
The Company has additionally completed a $9,500,000 capital raise which will be
used for working capital and to fund owners’ costs, unlocking Tranche A of the
$20 million finance facility, assisting to double Mt Carbine plant capacity to 2 mtpa
(Placement). Subject to shareholder approval the directors propose to
collectively contribute $230,000 to the Placement.
Subject to shareholder approval the Company intends to repay its $1.8 million
shareholder loan from Zhui Yeo by way of the issue of shares and options on the
sane terms as the Placement.
The Company entered into a heads of agreement dated 11 October 2023, to
issue the number of Shares that is equal in value to USD$7,500,000, at a deemed
share price of AUD$0.090 per Share to Cronimet Asia Pte. Ltd (201217827C) in
consideration for the acquisition of all of the assets held by Cronimet Australia Pty
Ltd (ACN 632 257 688).
2.
RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS
2.1
General
As announced on 21 May 2024, the Company has completed a capital raising of
$9,500,000 through the issue of 205,940,008 Shares at an issue price of $0.045 per
Share together with one (1) free attaching Option for every three (3) Shares
subscribed for and issued (Capital Raising).
On 29 May 2024, the Company issued the Shares and Options the subject of the
Capital Raising (Capital Raising Securities) to investors who participated in the
Capital Raising.
The issue of the Capital Raising did not breach Listing Rule 7.1 at the time of the
issue, in particular Shares were issued under the Company’s combined 25% limit
7
under Listing Rule 7.1 and 7.1A while free attaching Options were issued under the
Company’s 10% limit under Listing Rule 7.1 only.
The Company engaged the services of PAC Partners Securities Pty Ltd (ACN 623
653 912) (PAC Partners) an authorised representative of Pac Asset Management
Pty Ltd (AFSL 001261290), to manage the issue of the Capital Raising Securities.
The Company has agreed to pay PAC Partners and other facilitators up to a
capital raise fee of $570,000 (being, a fee equal to 6.0% of the amount raised
under the Capital Raising, comprising of a management fee of 2.0% and a
selling fee of 4.0%).
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 12-month period.
Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by
way of a special resolution passed at its annual general meeting, to increase this
15% limit by an extra 10% to 25%.
The Company obtained approval to increase its limit to 25% at the annual
general meeting held on 29 November 2023.
The issue of the Capital Raising Securities does not fit within any of the exceptions
set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it
effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s
capacity to issue further equity securities without Shareholder approval under
Listing Rule 7.1 for the 12 month period following the date of issue of the Capital
Raising Securities.
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of
equity securities after it has been made or agreed to be made. If they do, the
issue is taken to have been approved under Listing Rule 7.1 and so does not
reduce the company’s capacity to issue further equity securities without
shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional
equity securities in the future without having to obtain Shareholder approval for
such issues under Listing Rule 7.1. Accordingly, the Company is seeking
Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Capital
Raising Securities.
Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue
of the Capital Raising Securities.
2.2
Technical information required by Listing Rule 14.1A
If Resolution 1 is passed:
(a)
the 205,940,008 Shares will be excluded in calculating the Company’s
combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the
number of equity securities that the Company can issue without
Shareholder approval over the 12 month period following the date of
issue of the Capital Raising Securities; and
8
(b)
the 68,646,721 free attaching Options will be excluded in calculating the
Company’s 15% limit in Listing Rule 7.1, effectively increasing the number
of equity securities that the Company can issue without Shareholder
approval over the 12-month period following the date of issue of the
Capital Raising Securities.
If Resolution 1 is not passed:
2.3
(a)
the 205,940,008 Shares will be included in calculating the Company’s
combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing
the number of equity securities that the Company can issue without
Shareholder approval over the 12 month period following the date of
issue of the Capital Raising Securities; and
(b)
the 68,646,721 free attaching Options will be included in calculating the
Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number
of equity securities that the Company can issue without Shareholder
approval over the 12-month period following the date of issue of the
Capital Raising Securities.
Technical information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is
provided in relation to Resolution 1:
(a)
the Capital Raising Securities were issued to professional and
sophisticated investors who are clients of PAC Partners. The recipients
were identified through a bookbuild process, which involved PAC
Partners seeking expressions of interest to participate in the capital raising
from non-related parties of the Company;
(b)
in accordance with paragraph 7.4 of ASX Guidance Note 21, the
Company confirms that none of the recipients were:
(i)
related parties of the Company, members of the Company’s Key
Management Personnel, substantial holders of the Company,
advisers of the Company or an associate of any of these parties;
and
(ii)
issued more than 1% of the issued capital of the Company;
(c)
205,940,008 Shares and 68,646,721 Options were issued;
(d)
the Shares issued to participants in the Capital Raising were all fully paid
ordinary shares in the capital of the Company issued on the same terms
and conditions as the Company’s existing Shares;
(e)
the Options issued to participants in the Capital Raising were issued on
the terms and conditions set out in Schedule 1;
(f)
the Capital Raising Securities were issued on 29 May 2024;
9
(g)
the issue price per Share was $0.045 and the issue price of the Options
was nil as they were issued free attaching with the Shares on a one (1) for
three (3) basis. The Company has not and will not receive any other
consideration for the issue of the Capital Raising Securities (other than in
respect of funds received on exercise of the Options);
(h)
the purpose of the issue of the Capital Raising Securities was to raise
$9,500,000 which will be applied towards the Mount Carbine
Development as well as being used as additional working capital; and
(i)
the Capital Raising Securities were not issued under an agreement.
3.
RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF OPTIONS
3.1
General
On 29 May 2024, the Company issued 20,000,000 Options in consideration for lead
manager services provided by PAC Partners Securities Pty Ltd (PAC Partners) in
relation to the Capital Raising (Lead Manager Options).
The issue of the Lead Manager Options did not breach Listing Rule 7.1 at the time
of the issue.
As summarised in Section 2.1 above, 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 12 month period.
The issue of the Lead Manager Options does not fit within any of the exceptions
set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it
effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s
capacity to issue further equity securities without Shareholder approval under
Listing Rule 7.1 for the 12 month period following the date of issue of the Lead
Manager Options.
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of
equity securities after it has been made or agreed to be made. If they do, the
issue is taken to have been approved under Listing Rule 7.1 and so does not
reduce the company’s capacity to issue further equity securities without
shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional
equity securities in the future without having to obtain Shareholder approval for
such issues under Listing Rule 7.1. Accordingly, the Company is seeking
Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Lead
Manager Options.
Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue
of the Lead Manager Options.
3.2
Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, the Lead Manager Options will be excluded in calculating
the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number
10
of equity securities the Company can issue without Shareholder approval over the
12 month period following the date of issue of the Lead Manager Options.
If Resolution 2 is not passed, the Lead Manager Options will be included in
calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing
the number of equity securities that the Company can issue without Shareholder
approval over the 12 month period following the date of issue of the Lead
Manager Options.
3.3
Technical information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is
provided in relation to Resolution 2:
(a)
the Lead Manager Options were issued to PAC Partners;
(b)
in accordance with paragraph 7.4 of ASX Guidance Note 21, the
Company confirms that none of the recipients were:
(i)
related parties of the Company, members of the Company’s
Key Management Personnel, substantial holders of the
Company, advisers of the Company or an associate of any of
these parties; and
(ii)
issued more than 1% of the issued capital of the Company;
(c)
20,000,000 Lead Manager Options were issued and the Lead Manager
Options were issued on the terms and conditions set out in Schedule 1;
(d)
the Lead Manager Options were issued on 29 May 2024;
(e)
the Lead Manager Options were issued at a nil issue price, in
consideration for lead manager services provided by PAC Partners. The
Company has not and will not receive any other consideration for the
issue of the Lead Manager Options (other than in respect of funds
received on exercise of the Lead Manager Options);
(f)
the purpose of the issue of the Lead Manager Options was to satisfy the
Company’s obligations under the capital raising engagement letter with
PAC Partners dated 11 April 2024 a summary of the terms is included in
3.3(g) below.
(g)
Upon issue of shares pursuant to the Capital Raising, the Company will
pay PAC Partners the following:
(i)
a management fee equal to 2.0% of the capital raised by PAC
Partners;
(ii)
a selling fee equal to 4.0% of the capital raised by PAC Partners
subject to PAC Partners making a meaningful contribution to the
Capital Raising, up to 20,000,000 options on the same terms as
those options issued to investors under the Capital Raising.
11
4.
RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS
4.1
General
The Company has entered into an agreement to issue 60,000,000 Options to QIC
in consideration for QIC providing the first tranche ($12 million) of a $20,000,000
loan facility in accordance with the Facility Agreement as detailed in the
Company’s 8 May 2024 ASX announcement (Facility Options).
As summarised in Section 2.1 above, 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 12 month period.
The proposed issue of the Facility Options does not fall within any of the exceptions
set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore
requires the approval of Shareholders under Listing Rule 7.1.
4.2
Technical information required by Listing Rule 14.1A
If Resolution 3 is passed, the Company will be able to proceed with the issue of
the Facility Options. In addition, the issue of the Facility Options 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 Resolution 3 is not passed, and Resolution 1 and/or Resolution 9 is also not
passed, the Company will not have capacity under Listing 7.1 to be able to
proceed with the issue of the Facility Options. In this case, QIC is unlikely to
proceed with the provision of funds ($20,000,000) under the Facility Agreement
and the Company will look to seek alternative means of funding.
Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the
issue of the Facility Options.
4.3
Technical information required by Listing Rule 7.1
Pursuant to and in accordance with Listing Rule 7.3, the following information is
provided in relation to Resolution 3:
(a)
the Facility Options will be issued to QIC;
(b)
in accordance with paragraph 7.2 of ASX Guidance Note 21, the
Company confirms that none of the recipients will be:
(c)
(i)
related parties of the Company, members of the Company’s
Key Management Personnel, substantial holders of the
Company, advisers of the Company or an associate of any of
these parties; and
(ii)
issued more than 1% of the issued capital of the Company;
the maximum number of Facility Options to be issued is 60,000,000 and
the Facility Options will be issued on the terms and condit
Share your feedback
Discover