Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
RareX Limited
ACN 105 578 756
Notice of General Meeting
A General Meeting of the Company will be held at:
Time and Date:
10.00am (AWST) on Tuesday, 23 September 2025
Address:
Level 1, 1 Alvan Street, Subiaco, Western Australia
The Notice of 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 by
telephone on (08) 6383 6593.
Shareholders are urged to vote by lodging the Proxy Form
RareX Limited
ACN 105 578 756
(Company)
Notice of General Meeting
Notice is hereby given that a general meeting of Shareholders of RareX Limited will be held at Level 1, 1 Alvan
Street, Subiaco, Western Australia on Tuesday, 23 September 2025 at 10.00am (AWST) (Meeting).
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.
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, 21
September 2025 at 5.00pm (AWST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
Resolution 1 – Ratification of prior issue of May Tranche 1 Placement Shares
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the
following:
‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
119,318,183 May Tranche 1 Placement Shares under Listing Rule 7.1, on the terms and conditions set
out in the Explanatory Memorandum.’
Resolution 2 – Approval to issue May 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 59,659,091 May Placement Options, on the terms and conditions in the
Explanatory Memorandum.’
Resolution 3 – Approval to issue Director Placement Securities
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 10.11, section 195(4) of the Corporations Act
and for all other purposes, Shareholders approve the issue of up to 3,409,091 Director Placement
Shares and up to 1,704,545 Director Placement Options to the Participating Directors (or their
respective nominees) as follows:
(a)
up to 1,590,909 Director Placement Shares and 795,455 Director Placement Options to Mr
Jeremy Robinson;
Page 2
(b)
up to 909,091 Director Placement Shares and 454,545 Director Placement Options to Mr James
Durrant; and
(c)
up to 909,091 Director Placement Shares and 454,545 Director Placement Options to Mr Shaun
Hardcastle,
on the terms and conditions set out in the Explanatory Memorandum.’
Resolution 4 – Approval to issue Joint Lead Manager 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 15,000,000 Joint Lead Manager Options to the Joint Lead Managers (or their
respective nominees) on the terms and conditions in the Explanatory Memorandum.’
Resolution 5 – Approval to issue Director Performance Rights
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 10.14, section 195(4) and section 208 of the
Corporations Act and for all other purposes, Shareholders approve the issue of up to 45,000,000
Director Performance Rights under the Plan as follows:
(a)
up to 10,000,000 Director Performance Rights to Mr Jeremy Robinson (or his nominees); and
(b)
up to 35,000,000 Director Performance Rights to Mr James Durrant (or his nominees),
on the terms and conditions in the Explanatory Memorandum.’
Resolution 6 – Approval to issue Director Options
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 10.14, section 195(4) and section 208 of the
Corporations Act and for all other purposes, Shareholders approve the issue of up to 41,000,000
Director Options to the Directors (or their respective nominees) under the Plan as follows:
(a)
up to 10,000,000 Director Options to Mr Jeremy Robinson;
(b)
up to 15,000,000 Director Options to Mr James Durrant;
(c)
up to 8,000,000 Director Options to Mr Danny Goeman; and
(d)
up to 8,000,000 Director Options to Mr Shaun Hardcastle,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 7 – Ratification of prior issue of July Tranche 1 Placement Shares
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the
following:
Page 3
‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
79,999,998 July Tranche 1 Placement Shares under Listing Rule 7.1A, on the terms and conditions set
out in the Explanatory Memorandum.’
Resolution 8 – Approval to issue July 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 10,909,091 July Tranche 2 Placement Shares, on the terms and conditions
in the Explanatory Memorandum.’
Resolution 9 – Approval to issue July 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 45,454,545 July Placement Options, on the terms and conditions in the
Explanatory Memorandum.
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a)
Resolution 1: by or on behalf of a person who participated in the issue of the May Tranche 1
Placement Shares, or any of their respective associates;
(b)
Resolution 2: by or on behalf of a person who is expected to participate in, or who will obtain
a material benefit as a result of, the proposed issue of these May Placement Options (except a
benefit solely by reason of being a Shareholder), or any of their respective associates;
(c)
Resolution 3(a): by or on behalf of Mr Jeremy Robinson (or his nominees), and any other
person who will obtain a material benefit as a result of the issue of these Director Placement
Securities (except a benefit solely by reason of being a Shareholder), or any of their respective
associates;
(d)
Resolution 3(b): by or on behalf of Mr James Durrant (or his nominees), and any other person
who will obtain a material benefit as a result of the issue of these Director Placement Securities
(except a benefit solely by reason of being a Shareholder), or any of their respective associates;
(e)
Resolution 3(c): by or on behalf of Mr Shaun Hardcastle (or his nominees), and any other
person who will obtain a material benefit as a result of the issue of these Director Placement
Securities (except a benefit solely by reason of being a Shareholder), or any of their respective
associates;
(f)
Resolution 4: by or on behalf of the Joint Lead Managers (or their respective nominees) and
any other person who will obtain a material benefit as a result of the proposed issue of these
Joint Lead Manager Options (except a benefit solely by reason of being a Shareholder), or any
of their respective associates;
(g)
Resolution 5(a) and Resolution 6(a): by or on behalf of Mr Jeremy Robinson (or his
nominees), a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to
participate in the Plan, or any of their respective associates;
Page 4
(h)
Resolution 5(b) and Resolution 6(b): by or on behalf of Mr James Durrant (or his nominees),
a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in
the Plan, or any of their respective associates;
(i)
Resolution 6(c): by or on behalf of Mr Danny Goeman (or his nominees), a person referred to
in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of
their respective associates;
(j)
Resolution 6(d): by or on behalf of Mr Shaun Hardcastle (or his nominees), a person referred
to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of
their respective associates;
(k)
Resolution 7: by or on behalf of a person who participated in the issue of the July Tranche 1
Placement Shares, or any of their respective associates;
(l)
Resolution 8: by or on behalf of a person who is expected to participate in, or who will obtain
a material benefit as a result of, the proposed issue of these July Tranche 2 Placement Shares
(except a benefit solely by reason of being a Shareholder), or any of their respective associates;
and
(m)
Resolution 9: by or on behalf of a person who is expected to participate in, or who will obtain
a material benefit as a result of, the proposed issue of these July Placement Options (except a
benefit solely by reason of being a Shareholder), or any of their respective associates.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote, in accordance with directions
given to the proxy or attorney to vote on the Resolution in that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction
given to the Chair to vote on the Resolution as the Chair decides; or
(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 prohibitions
Resolution 5(a) and (b) and Resolution 6(a) to (d) (inclusive): In accordance with section 250BD of
the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment,
on the Resolution if:
(a)
the proxy is either a member of the Key Management Personnel or a Closely Related Party of
such member; and
(b)
the appointment does not specify the way the proxy is to vote on the Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
Page 5
(b)
the appointment expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
Further, in accordance with section 224 of the Corporations Act, a vote on Resolution 5(a) and (b) and
Resolution 6(a) to (d) (inclusive) must not be cast (in any capacity) by or on behalf of a related party of
the Company to whom the Resolution would permit a financial benefit to be given, or an associate of
such a related party.
However, the above prohibition does not apply if:
(a)
it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on
the Resolution; and
(b)
it is not cast on behalf of a related party of the Company to whom the Resolution would permit
a financial benefit to be given, or an associate of such a related party.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition
statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote
if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on
the relevant Resolution.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as
indicated above) and you may be liable for breaching the voting restrictions that apply to you under the
Corporations Act.
BY ORDER OF THE BOARD
Oonagh Malone
Company Secretary
RareX Limited
Dated: 13 August 2025
Page 6
RareX Limited
ACN 105 578 756
(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 at Level 1, 1 Alvan
Street, Subiaco, Western Australia on Tuesday, 23 September 2025 at 10.00am (AWST).
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 Resolution will be
voted.
The Explanatory Memorandum includes the following information to assist Shareholders in
deciding how to vote on the Resolution:
Section 2
Action to be taken by Shareholders
Section 3
Background to the Capital Raising
Section 4
Resolution 1 – Ratification of prior issue of May Tranche 1 Placement Shares
Section 5
Resolution 2 – Approval to issue May Placement Options
Section 6
Resolution 3 – Approval to issue Director Placement Securities
Section 7
Resolution 4 – Approval to issue Joint Lead Manager Options
Section 8
Resolution 5 and Resolution 6 – Approval to issue Director Incentive Securities
Section 9
Resolution 7 – Ratification of prior issue of July Tranche 1 Placement Shares
Section 10
Resolution 8 – Approval to issue July Tranche 2 Placement Shares
Section 11
Resolution 9 – Approval to issue July Placement Options
Schedule 1
Definitions
Schedule 2
Terms and conditions of Placement Options
Schedule 3
Terms and conditions of Joint Lead Manager Options
Schedule 4
Summary of material terms of the Plan
Schedule 5
Terms and conditions of Director Performance Rights
Schedule 6
Terms and conditions of Director Options
Page 7
2.
Schedule 7
Valuation of Director Performance Rights
Schedule 8
Valuation of Director Options
Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before
deciding how to vote on the Resolution.
2.1
Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2
Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and
vote in person at the Meeting. The appointment must comply with the requirements of section
250D of the Corporations Act. The representative should bring to the Meeting evidence of his
or her appointment, including any authority under which it is signed.
2.3
Voting by proxy
A Proxy Form is attached to 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 returning the Proxy Form to the Company in accordance with the instructions
thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting
at the Meeting in person.
Please note that:
(i)
a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(ii)
a proxy need not be a member of the Company; and
(iii)
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 enclosed 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:
(i)
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);
(ii)
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;
(iii)
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
Page 8
(iv)
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:
(iv)
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;
(v)
the appointed proxy is not the chair of the meeting;
(vi)
at the meeting, a poll is duly demanded on the resolution; and
(vii)
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 10.00am (AWST) on Sunday, 21 September
2025, being not later than 48 hours before the commencement of the Meeting. Refer to the
Shareholder letter accompanying this Notice for a summary of the proxy voting instructions.
2.4
Chair's voting intentions
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention.
Subject to the following paragraph, 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 5(a) and (b) and Resolution 6(a) to (d) (inclusive) even though
these Resolutions are connected directly or indirectly with the remuneration of the Company’s
Key Management Personnel.
If the Chair is a person referred to in the voting prohibition statement applicable to a Resolution
(under section 224 of the Corporations Act), the Chair will only be able to cast a vote as proxy
for you on the relevant Resolution if you are entitled to vote and have specified your voting
intention in the Proxy Form.
2.5
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must
be submitted by emailing the Company Secretary at oonagh@rarex.com.au at least 2 Business
Days before the Meeting.
Shareholders will also have the opportunity to submit questions during the Meeting in respect
to the formal items of business. In order to ask a question during the Meeting, please follow the
instructions from the Chair.
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).
Page 9
3.
Background to the Capital Raising
3.1
May Placement
On 14 May 2025, the Company announced a capital raising of A$2.7 million (before costs) via
the issue of up to 122,727,274 Shares (May Placement Shares) at an issue price of A$0.022
per Share (May Placement). Participants in the May Placement will also receive one (1) free
attaching Option for every two (2) May Placement Shares subscribed for and issued, exercisable
at A$0.035 each and expiring 3 years from date of issue (May Placement Options).
The May Placement is being undertaken in the following tranches:
(a)
Tranche 1: 119,318,183 May Placement Shares issued to unrelated parties of the
Company on 22 May 2025, utilising the Company’s available Listing Rule 7.1 placement
capacity (the subject of Resolution 1) (May Tranche 1 Placement Shares); and
(b)
Tranche 2: comprising the issue of:
(i)
subject to Shareholder approval under Listing Rule 7.1 (the subject of
Resolution 2), up to 59,659,091 May Placement Options to unrelated parties of
the Company; and
(ii)
subject to Shareholder approval under Listing Rule 10.11 (the subject of
Resolution 3(a) to (c) (inclusive)), up to 3,409,091 May Placement Shares
(Director Placement Shares) and 1,704,545 May Placement Options
(Director Placement Options) to the Participating Directors (or their respective
nominees) in the proportions set out in Section 6.1 (together, the Director
Placement Securities).
The Company engaged Canaccord Genuity (Australia) Limited and Evolution Capital Pty Ltd as
joint lead managers and bookrunners to the May Placement (together, the Joint Lead
Managers). As partial consideration for the provision of joint lead managerial and bookrunner
services in connection with the May Placement, the Company has agreed to issue the Joint
Lead Managers (or their respective nominees) up to an aggregate of 15,000,000 Options
exercisable at A$0.033 each and expiring 3 years from the date of issue (Joint Lead Manager
Options), subject to Shareholder approval under Listing Rule 7.1 (the subject of Resolution 4).
Subject to satisfaction of the conditions to quotation under the ASX Listing Rules, the May
Placement Options are intended to be quoted on the ASX and offered under a prospectus
prepared in accordance with Chapter 6D of the Corporations Act.
3.2
July Placement
On 21 July 2025, the Company announced a capital raising of A$2 million (before costs) via the
issue of up to 90,909,091 Shares (July Placement Shares) at an issue price of A$0.022 per
Share (July Placement). Participants in the July Placement will also receive one (1) free
attaching Option for every two (2) July Placement Shares subscribed for and issued, exercisable
at A$0.035 each and expiring 3 years from the date of issue (July Placement Options). The
July Placement Options will be subject to the same terms and conditions as the May Placement
Options.
The July Placement is being undertaken in the following tranches:
Page 10
(a)
Tranche 1: 79,999,998 July Placement Shares issued to unrelated parties of the
Company on 25 July 2025, utilising the Company’s available Listing Rule 7.1A
placement capacity (the subject of Resolution 7) (July Tranche 1 Placement Shares);
and
(b)
Tranche 2: comprising the issue of, subject to Shareholder approval under Listing Rule
7.1:
(i)
up to 10,909,091 July Placement Shares to unrelated parties of the Company
(the subject of Resolution 8) (July Tranche 2 Placement Shares); and
(ii)
up to 45,454,545 July Placement Options to unrelated parties of the Company
(the subject of Resolution 9).
The Company has engaged the Joint Lead Managers to act as joint lead managers and
bookrunners to the July Placement. The Joint Lead Managers will not be issued Options in
connection with the provision of joint lead managerial and bookrunner services in connection
with the July Placement.
Subject to satisfaction of the conditions to quotation under the ASX Listing Rules, the July
Placement Options are intended to be quoted on the ASX and offered under a prospectus
prepared in accordance with Chapter 6D of the Corporations Act.
4.
Resolution 1 – Ratification of prior issue of May Tranche 1 Placement Shares
4.1
General
The background to the May Placement, including the issue of the May Tranche 1 Placement
Shares is set out in Section 3.1 above.
On 22 May 2025, the Company issued the May Tranche 1 Placement Shares using the
Company’s available placement capacity under Listing Rule 7.1.
Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue
of the May Tranche 1 Placement Shares under Listing Rule 7.1.
4.2
Listing Rules 7.1 and 7.4
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 shares it had on issue at the start of that
period.
The issue of the May Tranche 1 Placement Shares does not fit within any of the exceptions to
Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up the
Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's
capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1
for the 12 month period following the issue of the May Tranche 1 Placement Shares.
Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in
a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1
(and provided that the previous issue did not breach Listing Rule 7.1), those securities will be
deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.
Page 11
The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the
flexibility to issue Equity Securities in the future up to the 15% placement capacity limit set out
in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.
If Resolution 1 is passed, 119,318,183 May Tranche 1 Placement Shares will be excluded in
calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of
Equity Securities it can issue without Shareholder approval over the 12 month period following
the issue date.
If Resolution 1 is not passed, 119,318,183 May Tranche 1 Placement Shares will continue to
be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the
number of Equity Securities the Company can issue or agree to issue without obtaining prior
Shareholder approval, to the extent of 119,318,183 Equity Securities for the 12 month period
following the issue of those May Tranche 1 Placement Shares.
4.3
Specific 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 the ratification of the issue of the May Tranche 1 Placement Shares:
(a)
The May Tranche 1 Placement Shares were issued to a range of institutional,
sophisticated and professional investors, none of whom are a related party or a Material
Investor of the Company. The participants in the May Placement were identified through
a bookbuild process, which involved the Joint Lead Managers seeking expressions of
interest to participate in the May Placement from new and existing contacts of the
Company and clients of the Joint Lead Managers.
(b)
On 22 May 2025, the Company issued the May Tranche 1 Placement Shares using the
Company’s available placement under Listing Rule 7.1.
(c)
The May Tranche 1 Placement Shares are fully paid ordinary shares in the capital of
the Company and rank equally in all respects with the Company's existing Shares on
issue.
(d)
The May Tranche 1 Placement Shares were issued at A$0.022 each.
(e)
The proceeds from the May Placement have been or are intended to fund the following
activities:
(i)
advancing the procurement process for Mrima Hill, in consortium with Iluka
Resources (ASX:ILU);
(ii)
Cummins Range gallium definition, heritage agreements and monetisation
studies;
(iii)
exploration drilling at Mt Mansbridge HRE Khaleesi Nb, Gallium and Cummins
Range near-mine anomalies; and
(iv)
general working capital and costs of the May Placement.
(f)
There are no other material terms to the agreement for the subscription of the May
Tranche 1 Placement Shares.
(g)
A voting exclusion statement is included in the Notice.
Page 12
4.4
Additional information
Resolution 1 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 1.
5.
Resolution 2 – Approval to issue May Placement Options
5.1
General
The background to the May Placement, including the proposed issue of the May Placement
Options is set out in Section 3.1 above.
Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to
59,659,091 May Placement Options.
5.2
Listing Rule 7.1
A summary of Listing Rule 7.1 is in Section 4.2 above.
The proposed issue of up to 59,659,091 May Placement Options does not fall within any of the
exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires
the approval of Shareholders under Listing Rule 7.1.
If Resolution 2 is passed, the Company will be able to proceed with the issue of up to 59,659,091
May Placement Options. In addition, the issue of these May Placement Options will be excluded
in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of
Equity Securities it can issue without Shareholder approval over the 12 month period following
the issue date.
If Resolution 2 is not passed, the Company will not be able to proceed with the issue of these
May Placement Options.
5.3
Specific information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in
relation to the proposed issue of up to 59,659,091 May Placement Options:
(a)
These May Placement Options will be issued to the recipients of the May Tranche 1
Placement Shares summarised in Section 4.3(a) above, none of whom are a related
party or a Material Investor of the Company.
(b)
A maximum of 59,659,091 May Placement Options will be issued.
(c)
The May Placement Options will be exercisable at A$0.035 each and expire 3 years
from the date of issue, and will otherwise be subject to the terms and conditions in
Schedule 2.
(d)
These May Placeme
Share your feedback
Discover