DTM 2024 Notice of Annual General Meeting and Proxy
Released
Released
Announcement PDF
27 September 2024
Dear shareholder
Dart Mining NL 2024 Annual General Meeting
The Board of Dart Mining NL (ASX:DTM) (Company) will hold its Annual General Meeting of Shareholders
at 11.00am (Melbourne time) on Tuesday, 29 October 2024 (AGM) conducted as a virtual meeting,
accessible online.
Shareholders wishing to attend the AGM must register in advance for the virtual meeting here:
https://us06web.zoom.us/meeting/register/tZclduGrrj8vHdwbdtPWiytKsGSePCI7BRv8
Or to register for the AGM, go to www.zoom.us then select ‘join a meeting’ and enter the following
meeting ID: 838 1830 4578
If you have nominated an email address and elected to receive electronic communications from the
Company’s share registry, Automic Registry, you will receive an email with a link to an electronic copy of
the Notice of Meeting.
Alternatively, the Notice will also be available on the Company’s ASX market announcements page.
The Company encourages shareholders to submit their votes in advance of the meeting as this will provide
the Company with the best opportunity to prepare for the meeting. However, votes may also be
submitted during the meeting. Proxy forms must be received by the Company’s share registry, Automic,
by 11am (AEDT) on 27 October 2024.
If it becomes necessary or appropriate to make any changes to the Notice of Meeting the Company will
make further information available through the ASX website at asx.com.au (ASX:DTM).
Yours faithfully
Julie Edwards
Company Secretary
Visit our webpage:
www.dartmining.com.au
Find us on LinkedIn:
Dart Mining NL
For more information, contact:
James Chirnside, Managing Director
Email: jchirnside@dartmining.com.au
Phone: +61 447 447 613
Dart Mining NL
ABN: 84 119 904 880
412 Collins Street
Melbourne
VIC 3000
Dart Mining NL
ACN 119 904 880
Notice of Annual General Meeting
The Annual General Meeting of the Company will be held as follows:
Time and date:
11.00am (AEDT) on Tuesday, 29 October 2024
Virtually:
Via Zoom Webinar. For registration to attend virtually, please use
the following link:
https://us06web.zoom.us/meeting/register/tZclduGrrj8vHdwbdtPWiytKs
GSePCI7BRv8
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt
as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company
Secretary by telephone on (03) 9642 0655.
Shareholders are urged to vote by lodging the Proxy Form made available with this Notice
Dart Mining NL
ACN 119 904 880
(Company)
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Shareholders of Dart Mining NL ACN 119 904 880
will be held at virtually at the offices of the Company at Level 6, 412 Collins Street, Melbourne, Victoria 3000
on Tuesday, 29 October 2024 at 11.00am (AEDT) (Meeting).
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 as Shareholders on Sunday, 27
October 2024 at 11.00am (AEDT).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting.
The Explanatory Memorandum and the Proxy Form form part of the Notice.
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1
Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year ended
30 June 2024, which includes the Financial Report, the Directors' Report and the Auditor's Report.
2
Resolutions
Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary
resolution the following:
'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the
Explanatory Memorandum.'
Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 – Re-election of Director – Dean Turnbull
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, Dean Turnbull, who retires in accordance with Article 62(1) of the Constitution, Listing Rule 14.5
and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected
as a Director, on the terms and conditions in the Explanatory Memorandum.'
Page 2
3470-6084-8688, v. 7
Resolution 3 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the
following:
'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders
approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the
time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the
terms and conditions in the Explanatory Memorandum.'
Resolution 4 – Approval to issue Consideration Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders
approve the issue of 83,333,333 Consideration Shares to Sunshine Metals (or its nominee/s) on the
terms and conditions in the Explanatory Memorandum.’
Resolution 5 – Ratification of issue of Tranche 1 Placement Shares
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary
resolution the following:
‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 64,608,218 Tranche 1 Placement Shares as follows:
(a)
38,764,931 Tranche 1 Placement Shares under Listing Rule 7.1; and
(b)
25,843,287 Tranche 1 Placement Shares under Listing Rule 7.1A,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 6 – Approval to issue Tranche 2 Placement Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders
approve the issue of up to 84,000,000 Tranche 2 Placement Shares on the terms and conditions in
the Explanatory Memorandum.’
Resolution 7 – Approval to issue Placement Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders
approve the issue of up to 74,304,109 Placement Options, on the terms and conditions in the
Explanatory Memorandum.’
Page 3
3470-6084-8688, v. 7
Resolution 8 – Approval to issue Broker Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders
approval the issue of up to 30,000,000 Broker Options to the Brokers (or their respective nominees),
on the terms and conditions set out in the Explanatory Memorandum.’
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
Resolution 3: if at the time of the Meeting, the Company is proposing to make an issue of Equity
Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected to participate
in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by
reason of being a Shareholder), or any of their respective associates.
Resolution 4: by or on behalf of Sunshine Metals (or its nominee/s), and any other person who will
obtain a material benefit as a result of the issue of the Consideration Shares (except a benefit solely
by reason of being a Shareholder), or any of their respective associates.
Resolution 5(a) and (b): by or on behalf of any person who participated in the issue of the Tranche 1
Placement Shares, or any of their respective associates, or their nominees.
Resolution 6: by or on behalf of any person who is expected to participate in the issue of the
Tranche 2 Placement Shares, or who will obtain a material benefit as a result of the issue of the
Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of
their respective associates.
Resolution 7: by or on behalf of any person who is expected to participate in the issue of the
Placement Options, or who will obtain a material benefit as a result of the issue of the Placement
Options (except a benefit solely by reason of being a Shareholder), or any of their respective
associates.
Resolution 8: by or on behalf of the Brokers (or their respective nominees), or who will obtain a
material benefit as a result of the issue of the Broker Options (except a benefit solely by reason of
being a Shareholder), or any of their respective associates.
Voting prohibitions
Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management
Personnel details of whose remuneration are included in the Remuneration Report, or a Closely
Related Party of such a member.
A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from
voting on this Resolution, and:
(a)
the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this
Resolution; or
Page 4
3470-6084-8688, v. 7
(b)
the voter is the Chair and the appointment of the Chair as proxy does not specify the way the
proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy
even if this Resolution is connected with the remuneration of a member of the Key
Management Personnel.
BY ORDER OF THE BOARD
Julie
Edwards
Digitally signed by Julie Edwards
DN: cn=Julie Edwards,
email=juliee@lowell.net.au, c=AU
Date: 2024.09.27 10:33:31 +10'00'
Julie Edwards
Company Secretary
Dart Mining NL
Dated 24 September 2024
Page 5
3470-6084-8688, v. 7
Dart Mining NL
ACN 119 904 880
(Company)
Explanatory Memorandum
1.
Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting to be held virtually at the offices
of the Company at Level 6, 412 Collins Street, Melbourne, Victoria 3000 on Tuesday, 29
October 2024 at 11.00am (AEDT).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety.
The Explanatory Memorandum contains the terms and conditions on which the Resolutions
will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in
deciding how to vote on the Resolutions:
Section 2
Voting and attendance information
Section 3
Annual Report
Section 4
Resolution 1 – Remuneration Report
Section 5
Resolution 2 – Re-election of Director – Dean Turnbull
Section 6
Resolution 3 – Approval of 10% Placement Facility
Section 7
Resolution 4 – Approval to issue Consideration Shares
Section 8
Resolution 5(a) and (b) – Ratification of issue of Tranche 1 Placement
Shares
Section 9
Resolution 6 – Approval to issue Tranche 2 Placement Shares
Section 10
Resolution 7 – Approval to issue Placement Options
Section 11
Resolution 8 – Approval to issue Broker Options
Schedule 1
Definitions
Schedule 2
Terms and conditions of Options
A Proxy Form is made available with this Notice.
Page 6
2.
Voting and attendance information
Shareholders should read this Notice including the Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
2.1
No voting in person
Please refer to the information below on how Shareholders can participate in the Meeting.
As Shareholders will not be entitled to physically attend the Meeting, it will be deemed to be
held at the registered office of the Company in accordance with section 249RA(1)(c) of the
Corporations Act.
2.2
Attending the Meeting virtually
If you wish to attend the Meeting, you must register online. You can then join the Meeting in
one of two ways:
(a)
If your e-mail address has been provided to Dart for you to receive communications by
e-mail: by clicking on this link:
https://us06web.zoom.us/meeting/register/tZclduGrrj8vHdwbdtPWiytKsGSePCI7
BRv8
You will then be asked to register for the Meeting.
(b)
If your e-mail address has been provided to Dart for you to receive communications by
e-mail: by clicking on this link:
If your e-mail address has not been provided to Dart: to register for the Meeting, go to
www.zoom.us then select ‘join a meeting’ and enter the following meeting ID: 838
1830 4578 .
You may register at any time up to 11.00am (AEDT) on Sunday, 27 October 2024, being 48
hours before the appointed time of the Meeting.
Further guidance on how to access the Meeting will be uploaded on the ASX and the
Company’s website in the week prior to the Meeting, outlining how Shareholders will be able
to participate in the Meeting via the internet.
The Meeting will be virtually accessible to all Shareholders, and will allow Shareholders, as a
whole, a reasonable opportunity to participate without being physically present at the Meeting.
If you have any difficulty, please e-mail the Company Secretary:
jedwards@dartmining.com.au.
2.3
Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and
vote at the Meeting. The appointment must comply with the requirements of section 250D of the
Corporations Act. The representative should submit to the Company ahead of the Meeting, or
bring to the Meeting evidence of their appointment, including any authority under which it is
signed.
Page 7
2.4
Voting by proxy
A Proxy Form has been made available with the Notice. This is to be used by Shareholders if
they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are
encouraged to vote by completing and submitting the Proxy Form to the Company in
accordance with the instructions thereon. Submission of a Proxy Form will not preclude a
Shareholder from virtually attending and voting at the Meeting.
Please note that:
(c)
a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(d)
a proxy need not be a member of the Company; and
(e)
a member of the Company 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, but where the proportion or number is not specified, each proxy may
exercise half of the votes.
The available Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify
the way the proxy is to vote on a particular resolution and, if it does:
(a)
the proxy need not vote on a show of hands, but if the proxy does so, the proxy must
vote that way (i.e. as directed);
(b)
if the proxy has 2 or more appointments that specify different ways to vote on the
resolution – the proxy must not vote on a show of hands;
(c)
if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy
must vote on a poll, and must vote that way (i.e. as directed); and
(d)
if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does
so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
(e)
an appointment of a proxy specifies the way the proxy is to vote on a particular
resolution at a meeting of the Company's members;
(f)
the appointed proxy is not the chair of the meeting;
(g)
at the meeting, a poll is duly demanded on the resolution; and
(h)
either the proxy is not recorded as attending the meeting or the proxy does not vote on
the resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed
as the proxy for the purposes of voting on the resolution at the meeting.
Your proxy voting instruction must be received by 11.00am (AEDT) on Sunday, 27 October
2024, being not later than 48 hours before the commencement of the Meeting.
Page 8
3470-6084-8688, v. 7
2.5
Chair’s voting intentions
If the Chair is your proxy, either by appointment or by default, and you have not indicated your
voting intention, you expressly authorise the Chair to exercise the proxy in respect of
Resolution 1, even though this Resolution is connected directly or indirectly with the
remuneration of the Company's Key Management Personnel .
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention. In exceptional circumstances,
the Chair of the Meeting may change his/her voting intention on any Resolution, in which case
an ASX announcement will be made.
2.6
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions
must be submitted by emailing the Company Secretary at jedwards@dartmining.com.au by no
later than five business days before the Meeting.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request
prior to a Shareholder asking a question that they identify themselves (including the entity
name of their shareholding and the number of Shares they hold).
3.
Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered the
opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report
and the Auditor's Report for the financial year ended 30 June 2024.
There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(i)
discuss the Annual Report which is available online at
https://dartmining.com.au/investors/asx-announcements/;
(j)
ask questions about, or comment on, the management of the Company; and
(k)
ask the auditor questions about the conduct of the audit and the preparation and
content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chair about the
management of the Company, or to the Company's auditor about:
(a)
the preparation and content of the Auditor's Report;
(b)
the conduct of the audit;
(c)
accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
(d)
the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than five business days before the Meeting to the Company
Secretary at the Company's registered office.
Page 9
3470-6084-8688, v. 7
The Company will not provide a hard copy of the Company’s Annual Report to Shareholders
unless specifically requested to do so.
4.
Resolution 1 – Remuneration Report
4.1
General
In accordance with section 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 30
June 2024 in the 2024 Annual Report contains the Remuneration Report which sets out the
remuneration policy for the Company and the remuneration arrangements in place for the
executive Directors, specified executives and non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and
does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to
alter any of the arrangements in the Remuneration Report.
If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two
consecutive annual general meetings, Shareholders will have the opportunity to remove the
whole Board, except the managing director (if any).
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual
general meetings, the Company will be required to put to Shareholders at the second annual
general meeting a resolution on whether another meeting should be held (within 90 days) at
which all Directors (other than the managing director, if any) who were in office at the date of
approval of the applicable Directors' Report must stand for re-election.
The Company's Remuneration Report did not receive a Strike at the 2023 annual general
meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be
aware that if a second Strike is received at the 2025 annual general meeting, this may result in
the re-election of the Board.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or
make comments on the Remuneration Report.
4.2
Additional information
Resolution 1 is an ordinary non-binding resolution.
Given the personal interests of all Directors in the outcome of this Resolution, the Board
declines to make a recommendation to Shareholders regarding this Resolution.
5.
Resolution 2 – Re-election of Director – Dean Turnbull
5.1
General
Article 62(1) of the Constitution and Listing Rule 14.5 both provide that there must be an
election of Directors at each annual general meeting.
Article 62(2) of the Constitution provides that the director to retire by rotation will be the
Director who has been the longest in office since their last election or appointment.
Pursuant to Article 62(5) of the Constitution, a retiring Director is eligible for re-election.
Page 10
3470-6084-8688, v. 7
Mr Dean Turnbull, who was last elected at the Company’s 2023 annual general meeting, has
agreed to retire at this Meeting and, being eligible, seeks re-election pursuant to this
Resolution 2.
If Resolution 2 is approved, Mr Turnbull will be re-elected as a Director of the Company with
effect from the conclusion of the Meeting.
If Resolution 2 is not approved, Mr Turnbull will not be re-elected as a Director of the
Company.
5.2
Dean Turnbull
Mr Dean Turnbull has over 30 years of practical industry experience in greenfields exploration
and mine development projects, and has led mine geology and resource evaluation teams.
Mr Turnbull graduated with a Bachelor of Applied Science (Geology) degree with distinction,
followed by an Honours degree in Economic Geology at the Key Centre for Ore Deposit and
Exploration Studies at the University of Tasmania. Mr Turnbull was a founding Director of Dart
from its listing on the ASX in May 2007 through to May 2014, before stepping down from the
Board to focus on the Mt. Unicorn Mo-Cu-Ag Project PFS in his role as Manager, Geology. In
2016, Mr Turnbull identified the Dorchap dyke swarm, now known as the Dorchap Lithium
project in North East Victoria and initiated the first evaluation of its Li-Sn-Ta potential. Mr.
Turnbull was instrumental in the discovery and subsequent evaluation of the Mt. Unicorn
Porphyry Mo–Cu–Ag project and in the broader definition of a new porphyry mineral province
in North East Victoria.
Mr Turnbull does not currently hold any other material directorships, other than as disclosed in
this Notice.
If re-elected, Mr Turnbull is considered by the Board (with Mr Turnbull abstaining) to be an
independent Director. Mr Turnbull is not considered by the Board to hold any interest, position
or relationship that might influence, or reasonable be perceived to influence, in a material
respect his capacity to bring independent judgement to bear on issues before the Board and to
act in the best interests of the entity as a whole rather than in the interests of an individual
Security holder or other party.
Mr Turnbull has acknowledged to the Company that he will have sufficient time to fulfil his
responsibilities as a Director.
5.3
Board Recommendation
The Board (other than Mr Dean Turnbull who has a personal interest in the outcome of this
Resolution) supports the re-election of Mr Turnbull for the following reasons:
5.4
(a)
Mr Turnbull’s skills and significant experience in the mining and minerals industry, are
important additions to the Board’s existing competencies; and
(b)
Mr Turnbull has an in-depth knowledge and understanding of the Company and its
business, and his continuing role as a member of the Board will benefit the Company.
Additional information
Resolution 2 is an ordinary Resolution.
The Board (with Mr Dean Turnbull abstaining) recommends Shareholders vote in favour of
Resolution 2.
Page 11
3470-6084-8688, v. 7
6.
Resolution 3 – Approval of 10% Placement Facility
6.1
General
Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued
share capital through placements 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%
annual placement capacity under Listing Rule 7.1.
Resolution 3 seeks Shareholder approval by way of special resolution to provide the Company
with the ability to issue Equity Securities under the 10% Placement Facility during the 10%
Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to be issued
under the 10% Placement Facility will be determined in accordance with the formula
prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below).
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the
combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 3 is not passed, the Company will not be able to access the additional 10%
capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule
7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder
approval in Listing Rule 7.1.
6.2
Listing Rule 7.1A
(a)
Is the Company an eligible entity?
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included
in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.
The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and
has a market capitalisation of approximately $6.89 million, based on the closing price
of Shares ($0.016) on 23 September 2024.
(b)
What Equity Securities can be issued?
Any Equity Securities issued under the 10% Placement Facility must be in the same
class as an existing quoted class of Equity Securities of the eligible entity.
As at the date of the Notice, the Company has on issue one quoted class of Equity
Securities, being Shares.
(c)
How many Equity Securities can be issued?
Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the
Company may issue or agree to issue a number of Equity Securities calculated in
accordance with the following formula:
(A x D) – E
Where:
A=
is the number of Shares on issue at the commencement of the Relevant
Period:
Page 12
3470-6084-8688, v. 7
(A)
plus the number of fully paid Shares issued in the Relevant Period
under an exception in Listing Rule 7.2 other than exception 9, 16 or
17;
(B)
plus the number of fully paid Shares issued in the Relevant Period on
the conversion of convertible securities within Listing Rule 7.2
exception 9 where:
(C)
(1)
the convertible securities were issued or agreed to be issued
before the commencement of the Relevant Period; or
(2)
the issue of, or agreement to issue, the convertible securities
was approved, or taken under the Listing Rules to have been
approved, under Listing Rule 7.1 or Listing Rule 7.4;
plus the number of fully paid Shares issued in the Relevant Period
under an agreement to issue securities within Listing Rule 7.2
exception 16 where:
(1)
the agreement was entered into before the commencement of
the Relevant Period; or
(2)
the agreement or issue was approved, or taken under the
Listing Rules to have been approved, under Listing Rule 7.1
or Listing Rule 7.4;
(D)
plus the number of partly paid Shares that became fully paid Shares in
the Relevant Period;
(E)
plus the number of fully paid Shares issued in the Relevant Period
with approval under Listing Rules 7.1 and 7.4; and
(F)
less the number of fully paid Shares cancelled in the Relevant Period.
Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the
Company's 15% annual placement capacity.
(d)
D=
is 10%.
E=
is the number of Equity Securities issued or agreed to be issued under Listing
Rule 7.1A.2 in the 12 months before the date of the issue or agreement to
issue, where the issue or agreement has not been subsequently approved by
Shareholders under Listing Rule 7.4.
What is the interaction with Listing Rule 7.1?
The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in
addition to its 15% annual placement capacity under Listing Rule 7.1.
(e)
At what price can the Equity Securities be issued?
Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash
consideration per Equity Security which is not less than 75% of the VWAP of Equity
Securities in the same class calculated over the 15 Trading Days on which trades in
that class were recorded immediately before:
Page 13
3470-6084-8688, v. 7
(f)
(ii)
the date on which the price at which the Equity Securities are to be issued is
agreed by the Company and the recipient of the Equity Securities; or
(iii)
if the Equity Securities are not issued within 10 Trading Days of the date in
paragraph 6.2(e)(i) above, the date on which the Equity Securities are issued,
(Minimum Issue Price).
When can Equity Securities be issued?
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be
valid from the date of the Meeting and will expire on the earlier of:
(iv)
the date that is 12 months after the date of the Meeting;
(v)
the time and date of the Company's next annu
Share your feedback
Discover