28 October 2014
Manager of Company Announcements
Australian Securities Exchange
Level 6, 20 Bridge Street
Sydney NSW 2000
By E-Lodgement
Notice of Annual General Meeting
Please find attached the Company's Notice of Annual General Meeting as
despatched to shareholders together with a personalized proxy form.
For and on behalf of the Board
Peter Landau
Executive Director
For further information please visit www.blackmountainresources.com.au or contact:
Black Mountain Resources Limited Nominated Advisor
Peter Landau RFC Ambrian Limited
Executive Director Oliver Morse and Trinity McIntyre
T: +61 (8) 9488 5220 T: +61 (8) 9480 2500
Media (Australia) Media (UK)
PPR St Brides Media & Finance Limited
David Tasker Elisabeth Cowell
T: +61 (8) 9388 0944 T: +44 (0) 207 236 1177
Joint Broker (UK) Joint Broker (UK)
Westhouse Securities Limited Hume Capital Securities plc
Martin Davison Jon Belliss
T: +44 (0) 207 601 6100 T: +44 (0) 203 693 1493
About Black Mountain Resources Limited
Black Mountain Resources Limited is a dual listed (ASX | AIM: BMZ) silver and
gold focused development company focussed on the advancement of three highly
prospective previously operating assets located in two of the world's most
developed and proven silver and gold mining regions of Idaho and Montana, USA.
The Company holds a 70% interest in the New Departure Silver Project, the
Conjecture Silver Project and the Tabor Gold and Silver Project pursuant to 45
year leases from Chester Mining Company, Lucky Friday Extension Mining Company
and Brush Prairie Minerals respectively. Black Mountain plans to implement low
cost production and development programmes across all three assets. It is also
implementing exploration programmes to capitalise on the exploration upside
potential apparent across its portfolio.
Black Mountain Resources Limited was incorporated on 29 October 2010 and is
listed on the Australian Securities Exchange (ASX) and London's AIM Market -
trading codes BMZ and BMZO.
Forward Looking Statement
Certain statements made during or in connection with this communication,
including, without limitation, those concerning the economic outlook for the
silver market, expectations regarding silver ore prices, production, cash
costs and other operating results growth prospects and the outlook of the
Company's operations including the likely commencement of commercial
operations of the New Departure and Conjecture Silver Projects, its liquidity
and the capital resources and expenditure, contain or comprise certain
forward-looking statements regarding the Company's development and exploration
operations, economic performance and financial condition. Although the Company
believes that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct. Accordingly, results could differ materially from those set
out in the forward-looking statements as a result of, among other factors,
changes in economic and market conditions, success of business and operating
initiatives, changes in the regulatory environment and other government
actions, fluctuations in silver ore prices and exchange rates and business and
operational risk management. For a discussion of such factors refer to the
Company's most recent annual report and half year report[TM1] . The Company
undertakes no obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances after today's
date or to reflect the occurrence of unanticipated events.
Black Mountain Resources Limited
ACN 147 106 974
NOTICE OF ANNUAL GENERAL MEETING
TIME: 2.00pm (WST)
DATE: 25 November 2014
PLACE: Seminar Room 2
The University Club of Western Australia
Hackett Drive, Crawley, Western Australia
This Notice of Annual General Meeting 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.
Should you wish to discuss the matters in this Notice of Annual General
Meeting please do not hesitate to contact the Company Secretary on (+61 8)
9488 5220.
CONTENTS PAGE
Business of the Meeting (setting out the proposed resolutions)
Explanatory Statement (explaining the proposed resolutions)
Glossary
Proxy Form Attached
Important Information
TIME AND PLACE OF MEETING
Notice is given that the meeting of the Shareholders to which this Notice of
Annual General Meeting relates will be held at 2.00pm (WST) on 25 November
2014 at:
The University Club of Western Australia
Seminar Room 2
Hackett Drive, Crawley, Western Australia
YOUR VOTE IS IMPORTANT
The business of the Meeting affects your shareholding and your vote is
important.
VOTING ELIGIBILITY
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 2.00 pm (WST) on 23
November 2014.
VOTING IN PERSON
To vote in person, attend the Meeting at the time, date and place set out
above.
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, members are advised
that:
- each member has a right to appoint a proxy;
- the proxy need not be a member of the Company; and
- a member who is entitled to cast 2 or more votes may appoint 2 proxies and
may specify the proportion or number of votes each proxy is appointed to
exercise. If the member appoints 2 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.
New sections 250BB and 250BC of the Corporations Act came into effect on 1
August 2011 and apply to voting by proxy on or after that date. Shareholders
and their proxies should be aware of these changes to the Corporations Act, as
they will apply to this Meeting. Broadly, the changes mean 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.
Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
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:
- 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); and
- 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; and
- 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
- 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).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
- 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; and
- the appointed proxy is not the chair of the meeting; and
- at the meeting, a poll is duly demanded on the resolution; and
- either of the following applies:
- the proxy is not recorded as attending the meeting;
- 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.
BUSINESS OF THE MEETING
AGENDA
1. Financial Statements and Reports
To receive and consider the annual financial report of the Company for the
financial year ended 30 June 2014 together with the declaration of the
directors, the director's report, the Remuneration Report and the auditor's
report.
2. Resolution 1 - Adoption of Remunderation Report
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as a non-binding resolution:
"That, for the purposes of section 250R(2) of the Corporations Act and for all
other purposes, approval is given for the adoption of the Remuneration Report
as contained in the Company's annual financial report for the financial year
ended 30 June 2014."
Note: the vote on this Resolution is advisory only and does not bind the
Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf
of either of the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration
are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the
proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the remuneration of a
member of the Key Management Personnel.
3. Resolution 2 - Re-election of Director - Jason Brewer
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule
14.4 and for all other purposes, Jason Brewer, a Director, retires by
rotation, and being eligible, is re-elected as a Director."
4. Resolution 3 - Issue of Shares to Creditors of the Company
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes,
approval is given for the Company to issue up to that number of Shares, when
multiplied by the issue price, will be equal to $1,000,000, to creditors of
the Company on the terms and conditions set out in the Explanatory Statement."
ASX Voting Exclusion: The Company will disregard any votes cast on this
Resolution by any person who may participate in the proposed issue and a
person who might obtain a benefit, except a benefit solely in the capacity of
a holder of ordinary securities, if the Resolution is passed and any
associates of those persons. However, the Company need not disregard a vote if
it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directions on the Proxy Form, or, it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
DATED: 22 OCTOBER 2014
BY ORDER OF THE BOARD
JANE FLEGG
COMPANY SECRETARY
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 which are the subject of the business of the Meeting.
1. Financial Statements and Reports
In accordance with the Constitution, the business of the Meeting will include
receipt and consideration of the annual financial report of the Company for
the financial year ended 30 June 2014 together with the declaration of the
directors, the directors' report, the Remuneration Report and the auditor's
report.
The Company will not provide a hard copy of the Company's annual financial
report to Shareholders unless specifically requested to do so. The Company's
annual financial report is available on its website at
www.blackmountainresources.com.au.
2. Resolution 1 - Adoption of Remuneration Report
2.1 General
The Corporations Act requires that at a listed company's annual general
meeting, a resolution that the remuneration report be adopted must be put to
the shareholders. However, such a resolution is advisory only and does not
bind the company or the directors of the company.
The remuneration report sets out the company's remuneration arrangements for
the directors and senior management of the company. The remuneration report is
part of the directors' report contained in the annual financial report of the
company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its
shareholders to ask questions about or make comments on the remuneration
report at the annual general meeting.
2.2 Voting consequences
Under changes to the Corporations Act which came into effect on 1 July 2011, a
company is required to put to its shareholders a resolution proposing the
calling of another meeting of shareholders to consider the appointment of
directors of the company (Spill Resolution) if, at consecutive annual general
meetings, at least 25% of the votes cast on a remuneration report resolution
are voted against adoption of the remuneration report and at the first of
those annual general meetings a Spill Resolution was not put to vote. If
required, the Spill Resolution must be put to vote at the second of those
annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the
company must convene a shareholder meeting (Spill Meeting) within 90 days of
the second annual general meeting.
All of the directors of the company who were in office when the directors'
report (as included in the company's annual financial report for the most
recent financial year) was approved, other than the managing director of the
company, will cease to hold office immediately before the end of the Spill
Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as
directors of the company is approved will be the directors of the company.
2.3 Previous voting results
At the Company's previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than
25%. Accordingly, the Spill Resolution is not relevant for this Annual General
Meeting.
2.4 Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note the following:
Proxy Directed Undirected
Key Management Personnel (other than the Chair)1 Can vote directed Cannot vote undirected votes3
votes
Chair2 Can vote directed Can vote at discretion of Proxy4
votes
Other third party Can vote directed Can vote at discretion of Proxy
votes
Notes:
1. Refers to Key Management Personnel (other than the Chair) whose
remuneration details are included in the Remuneration Report, or a Closely
Related Party of such a member.
2. Refers to the Chair (where he/she is also a member of the Key Management
Personnel whose remuneration details are included in the Remuneration Report),
or a Closely Related Party of such a member).
3. Undirected proxies granted to these persons will not be voted and will not
be counted in calculating the required majority if a poll is called on this
Resolution.
4. The Proxy Form notes it is the Chair's intention to vote all undirected
proxies in favour of all Resolutions. The Proxy Form states that by appointing
the Chair as a proxy (or where the Chair becomes proxy by default) the
Shareholder gives the Chair express authority to exercise the proxy on
Resolution 1 (except where indicated differently) even though Resolution 1 is
connected directly or indirectly with the remuneration of a member of the Key
Management Personnel, which includes the Chair.
3. Resolution 2 - Re-election of Director - Jason Brewer
ASX Listing Rule 14.4 provides that a director of an entity must not hold
office (without re-election) past the third AGM following the director's
appointment or 3 years, whichever is the longer.
Clause 13.2 of the Constitution provides that:
(a) at the Company's annual general meeting in every year, one-third of the
Directors for the time being, or, if their number is not a multiple of 3, then
the number nearest one-third (rounded upwards in case of doubt), shall retire
from office, provided always that no Director (except a Managing Director)
shall hold office for a period in excess of 3 years, or until the third annual
general meeting following his or her appointment, whichever is the longer,
without submitting himself or herself for re-election;
(b) the Directors to retire at an annual general meeting are those who have
been longest in office since their last election, but, as between persons who
became Directors on the same day, those to retire shall (unless they otherwise
agree among themselves) be determined by drawing lots;
(c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and
(d) in determining the number of Directors to retire, no account is to be taken of:
(i) a Director who only holds office until the next annual general meeting
pursuant to clause 13.4 of the Constitution; and/ or
(ii) a Managing Director,
each of whom are exempt from retirement by rotation.
The Company currently has three Directors and accordingly one must retire.
Mr Jason Brewer, the Director longest in office since his last election, being
last elected on 20 November 2012, retires by rotation and seeks re-election.
Information on the skills and experience of Mr Jason Brewer is set out in the
annual financial report of the Company for the financial year ended 30 June
2014.
The Board has considered Mr Brewer's independence and considers that he is not
an independent Director due to his shareholding in the Company and his role as
an Executive Director.
The Directors, other than Mr Brewer, support the election of Mr Brewer and
recommend that Shareholders vote in favour of Resolution 2.
4. Resolution 3 - Issue of Shares to the Creditors of the Company
4.1 General
As at the date of this Notice, the Company has a total of $3,068,444 owing to
two unrelated creditors being West Holly Inc. and Seefeld Investments Ltd
(Creditors) in respect of borrowings made by the Company from the Creditors to
fund mine development (Debts).
In order to discharge part of the Debts and maintain a greater proportion of
the Company's cash reserves, the Company and its Directors have agreed,
subject to obtaining Shareholder approval, to issue Shares to the Creditors in
satisfaction of up to $1,000,000 of the Debts.
In this regard, the Company has agreed, subject to obtaining Shareholder
approval, to issue up to that number of Shares, when multiplied by the issue
price, will equal up to $1,000,000 (Creditor Shares), to the Creditors for nil
consideration in lieu of satisfaction of part of the Debts (Creditor Issue).
Resolution 3 seeks Shareholder approval for the Creditor Issue.
ASX Listing Rule 7.1 provides that a company must not, subject to specified
exceptions, issue or agree to issue more equity securities during any 12 month
period than that amount which represents 15% of the number of fully paid
ordinary securities on issue at the commencement of that 12 month period.
The effect of Resolution 3 will be to allow the Company to issue the Creditor
Shares pursuant to the Creditor Issue during the period of 3 months after the
Meeting (or a longer period, if allowed by ASX), without using the Company's
15% annual placement capacity.
4.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following
information is provided in relation to the Creditor Issue:
(i) the maximum number of Shares to be issued is up to that number of Shares
which, when multiplied by the issue price, will equal $1,000,000;
(ii) the Shares will be issued no later than 3 months after the date of the
Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the
Shares will occur on the same date;
(iii) the issue price will be not less than 80% of the volume weighted average
price for Shares calculated over the 5 days on which sales in the Shares are
recorded before the day on which the issue is made;
(iv) the Shares will be issued to Seefeld Investments Ltd and West Holly Inc,
none of whom are related parties of the Company;
(v) the Shares issued will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company's existing
Shares; and
(vi) no funds will be raised from the Creditor Issue as the Creditor Shares
are being issued in partial satisfaction (being an amount of $1,000,000) of
the Debts.
Glossary
$ means Australian dollars.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good
Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX
declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to
influence the member, or be influenced by the member, in the member's dealing
with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the
purposes of the definition of `closely related party' in the Corporations Act.
Company means Black Mountain Resources Limited (ACN 147 106 974).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards
issued by the Australian Accounting Standards Board and means those persons
having authority and responsibility for planning, directing and controlling
the activities of the Company, or if the Company is part of a consolidated
entity, of the consolidated entity, directly or indirectly, including any
director (whether executive or otherwise) of the Company, or if the Company is
part of a consolidated entity, of an entity within the consolidated group.
Managing Director means the managing director of the Company who may, in
accordance with the ASX Listing Rules, continue to hold office indefinitely
without being re-elected to the office.
Notice or Notice of Meeting means this notice of meeting including the
Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director's
report section of the Company's annual financial report for the year ended 30
June 2014.
Resolutions means the resolutions set out in the Notice of Meeting, or any one
of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
PROXY FORM
Black Mountain Resources Limited
ACn 147 106 974
ANNUAL GENERAL MEETING
I/We
of:
being a Shareholder entitled to attend and vote at the Meeting, hereby
appoint:
Name:
OR: the Chair of the Meeting as my/our proxy.
or failing the person so named or, if no person is named, the Chair, or the
Chair's nominee, to vote in accordance with the following directions, or, if
no directions have been given, and subject to the relevant laws as the proxy
sees fit, at the Meeting to be held at Seminar Room 2, The University Club of
Western Australia, Hackett Drive, Crawley, Western Australia, on 25 November
2014 at 2.00 pm (WST), and at any adjournment thereof.
Authority for Chair to vote undirected proxies on remuneration related
resolutions
Where I/we have appointed the Chair as my/our proxy (or where the Chair
becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 1 (except where I/we have indicated a
different voting intention below) even though Resolution 1 is connected
directly or indirectly with the remuneration of a member of the Key Management
Personnel, which includes the Chair.
Chair's voting intention in relation to undirected proxies
The Chair intends to vote undirected proxies in favour of all Resolutions. In
exceptional circumstances the Chair may change his/her voting intention on any
Resolution. In the event this occurs an ASX announcement will be made
immediately disclosing the reasons for the change.
Voting on business of the Meeting FOR AGAINST ABSTAIN
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-Election of Director - Jason Brewer
Resolution 3 Issue of Shares to Creditors of the Company
Please note: If you mark the abstain box for a particular Resolution, you are
directing your proxy not to vote on that Resolution on a show of hands or on a
poll and your votes will not be counted in computing the required majority on
a poll.
If two proxies are being appointed, the proportion of voting %
rights this proxy represents is:
Signature of Shareholder(s):
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director/Company Secretary Director/Company Secretary Director
Date:
Contact name: Contact ph (daytime):
Consent for contact by e-mail
E-mail address: in relation to this Proxy
Form: YES NO
Instructions for completing Proxy Form
1. (Appointing a proxy): A Shareholder entitled to attend and cast a vote at
the Meeting is entitled to appoint a proxy to attend and vote on their behalf
at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the
Meeting, the Shareholder may appoint a second proxy to attend and vote on
their behalf at the Meeting. However, where both proxies attend the Meeting,
voting may only be exercised on a poll. The appointment of a second proxy must
be done on a separate copy of the Proxy Form. A Shareholder who appoints 2
proxies may specify the proportion or number of votes each proxy is appointed
to exercise. If a Shareholder appoints 2 proxies and the appointments do not
specify the proportion or number of the Shareholder's votes each proxy is
appointed to exercise, each proxy may exercise one-half of the votes. Any
fractions of votes resulting from the application of these principles will be
disregarded. A duly appointed proxy need not be a Shareholder.
2. (Direction to vote): A Shareholder may direct a proxy how to vote by
marking one of the boxes opposite each item of business. The direction may
specify the proportion or number of votes that the proxy may exercise by
writing the percentage or number of Shares next to the box marked for the
relevant item of business. Where a box is not marked the proxy may vote as
they choose subject to the relevant laws. Where more than one box is marked on
an item the vote will be invalid on that item.
3. (Signing instructions):
- (Individual): Where the holding is in one name, the Shareholder must sign.
- (Joint holding): Where the holding is in more than one name, all of the
Shareholders should sign.
- (Power of attorney): If you have not already provided the power of attorney
with the registry, please attach a certified photocopy of the power of
attorney to this Proxy Form when you return it.
- (Companies): Where the company has a sole director who is also the sole
company secretary, that person must sign. Where the company (pursuant to
Section 204A of the Corporations Act) does not have a company secretary, a
sole director can also sign alone. Otherwise, a director jointly with either
another director or a company secretary must sign. Please sign in the
appropriate place to indicate the office held. In addition, if a
representative of a company is appointed pursuant to Section 250D of the
Corporations Act to attend the Meeting, the documentation evidencing such
appointment should be produced prior to admission to the Meeting. A form of a
certificate evidencing the appointment may be obtained from the Company.
4. (Attending the Meeting): Completion of a Proxy Form will not prevent
individual Shareholders from attending the Meeting in person if they wish.
Where a Shareholder completes and lodges a valid Proxy Form and attends the
Meeting in person, then the proxy's authority to speak and vote for that
Shareholder is suspended while the Shareholder is present at the Meeting.
5. (Return of Proxy Form): To vote by proxy, please complete and sign the
enclosed Proxy Form and return by:
(a) post to Black Mountain Resources Limited, PO Box 684, West Perth, WA 6005; or
(b) facsimile to the Company on facsimile number +61 8 9324 2400,
so that it is received not less than 48 hours prior to commencement of the
Meeting.
Proxy Forms received later than this time will be invalid.