Notice of AGM
Dear Shareholder,
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF FINDERS RESOURCES
LIMITED ABN 82 108 547 413 ("COMPANY")
Notice is hereby given that an Annual General Meeting (AGM) of
Shareholders is to be held as follows:
Venue: Royal Automobile Club, Level 2, Phillip Room, 89 Macquarie
Street, Sydney NSW
Time: 10 am
Date: 16 October 2008
Apart from the usual business of an AGM, the meeting will consider a
number of resolutions related to past and proposed share issues.
These resolutions are explained in the Explanatory Statement in some
detail.
Three of the resolutions seek approval for three Directors (Messrs
Fountain, Farmer and De Belle) to participate in pending Share
placements which will be at the same price as the price of Shares
offered to all Shareholders under the Company's Share Purchase Plan
announced on 3 September 2008 and will be at the same price as
pending placements to third parties. In these circumstances, the
additional investments by the three Directors are effectively on arms
length terms and the only Independent Director, Mr Lonergan has
recommended that these placements to these Directors be approved by
Shareholders.
Please find enclosed the following documents in relation to the AGM:
Page
1. AGENDA.. 2
1.1. Ordinary Business. 2
1.2. Special Business. 2
1.3. Voting Exclusion Statements. 4
1.4. Voting Rights and Proxies. 7
1.5. Voting and required majority. 7
1.6. Definitions. 8
1.7. Interpretation.. 9
2. EXPLANATORY STATEMENT.. 10
2.1. General 10
2.2. Financial Reports. 10
2.3. Resolution 1 - Remuneration Report 10
2.4. Resolution 2 - Re-election of Stephen de Belle. 10
2.5. Resolutions 3 to 5 - Ratification of Previous Share
Placements (Tranches 1 to 3) 10
2.6. Resolution 6 - Participation in Share Placement by
Placement Shareholders (Tranche 4) 13
2.7. Resolution 7 - Participation in Share Placement by Russell
Fountain (Tranche 5) 14
2.8. Resolution 8 - Participation in Share Placement by
Christopher Farmer (Tranche 6) 14
2.9. Resolution 9 - Participation in Share Placement by Stephen
de Belle (Tranche 7) 15
3. APPOINTMENT OF A PROXY FORM... 16
4. APPOINTMENT OF CORPORATE REPRESENTATIVE.. 19
We look forward to seeing you at the meeting and receiving your vote
in support of the resolutions.
If you are not able to attend the AGM in person, you are urged to
complete and lodge the enclosed Proxy or appointment of Corporate
Representative form, if a company.
Ian Morgan
Company Secretary
15 September 2008
NOTICE IS GIVEN that an Annual General Meeting of the Company will be
held on 16 October 2008 at 10 am at Royal Automobile Club, Level 2,
Phillip Room, 89 Macquarie Street, Sydney NSW 2000, to consider,
and if thought fit, pass the resolutions below.
The Explanatory Statement and the Proxy Form accompanying this Notice
are incorporated in and comprise part of this Notice.
1. AGENDA
1.1. Ordinary Business
1.1.1. Financial Reports
To receive and consider the financial reports of the Company
including the balance sheet and profit and loss account and
statements of cash flows of the Company, the consolidated Financial
Statements, the directors' declaration and the reports of the
Directors and Auditors for the financial year ended 30 June 2008.
1.1.2. Resolution 1: Adoption of Remuneration Report
To consider and, if thought fit, to pass the following non binding
Resolution:
"That the Remuneration Report for the year ended 30 June 2008
included in the Directors' Report, which is attached to the Financial
Statements, be adopted by the Company."
Note: In accordance with section 250R(3) of the Corporations Act, the
votes cast in respect of this Resolution are advisory only and do not
bind the Company.
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 1.
1.1.3. Resolution 2: Re-election of Stephen de Belle
To consider and, if thought fit, with or without amendment, to pass
the following Resolution:
"That Stephen de Belle, having retired from his office as a Director
in accordance with the Constitution and, being eligible, having
offered himself for re-election, be re-elected as a Director."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 2.
1.2. Special Business
1.2.1. Resolution 3 - Ratification of Previous Share Placement
(Tranche 1 )
Resolution 3 is to consider and, if thought fit, with or without
amendment, to pass the following resolution as an ordinary
resolution:
"That for the purposes of ASX Listing Rule 7.4 and for all other
purposes, shareholders ratify the issue and allotment by the Company
on 3 January 2008, of 4,000,000 fully paid ordinary shares in the
capital of the Company ("Tranche 1 Shares") for a cash issue price of
110 cents per Share, to those persons set out in the explanatory
statement forming part of this Notice."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 3.
1.2.2. Resolution 4 - Ratification of Previous Share Placement
(Tranche 2)
Resolution 4 is to consider and, if thought fit, with or without
amendment, to pass the following resolution as an ordinary
resolution:
"That for the purposes of ASX Listing Rule 7.4 and for all other
purposes, shareholders ratify the issue and allotment by the Company
on 11 January 2008 of 2,066,116 fully paid ordinary shares in the
capital of the Company ("Tranche 2 Shares") for a cash issue price of
110 cents per Share, to that person set out in the explanatory
statement forming part of this Notice."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 4.
1.2.3. Resolution 5 - Ratification of Previous Share Placement
(Tranche 3)
Resolution 5 is to consider and, if thought fit, with or without
amendment, to pass the following resolution as an ordinary
resolution:
"That for the purposes of ASX Listing Rule 7.4 and for all other
purposes, shareholders ratify the issue and allotment by the Company
on 11 January 2008, of 3,099,173 fully paid ordinary shares in the
capital of the Company ("Tranche 3 Shares") for a cash issue price of
110 cents per Share, to that person set out in the explanatory
statement forming part of this Notice.."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 5.
1.2.4. Resolution 6 - Participation in Share Placement by
Placement Shareholders (Tranche 4)
To consider and, if thought fit, with or without amendment, to pass
the following Resolution:
"That, in accordance with ASX Listing Rule 7.1 and for all other
purposes, the Company be permitted and authorised to issue and allot
up to 8,333,333 Shares to the Placement Investors for a cash issue
price of 60 cents per Share; 28 pence per Share; or the US currency
equivalent of 60 cents per Share at the date these new Shares are
issued."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 6.
1.2.5. Resolution 7 - Participation in Share Placement by
Russell Fountain (Tranche 5)
To consider and, if thought fit, with or without amendment, to pass
the following Resolution:
"That, in accordance with ASX Listing Rule 10.11 and for all other
purposes, the Company be permitted and authorised to issue and allot
up to 416,667 Shares to Russell Fountain, a Director, or his nominee
for a cash issue price of 60 cents per Share. "
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 7.
1.2.6. Resolution 8 - Participation in Share Placement by
Christopher Farmer (Tranche 6)
To consider and, if thought fit, with or without amendment, to pass
the following Resolution:
"That, in accordance with ASX Listing Rule 10.11 and for all other
purposes, the Company be permitted and authorised to issue and allot
up to 166,667 Shares to Christopher Farmer, a Director, or his
nominee for a cash issue price of 60 cents per Share. "
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 8.
1.2.7. Resolution 9 - Participation in Share Placement by
Stephen de Belle (Tranche 7)
To consider and, if thought fit, with or without amendment, to pass
the following Resolution:
"That, in accordance with ASX Listing Rule 10.11 and for all other
purposes, the Company be permitted and authorised to issue and allot
up to 416,666 Shares to Stephen de Belle, a Director, or his nominee
for a cash issue price of 60 cents per Share. "
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 9.
1.3. Voting Exclusion Statements
1.3.1. Resolution 3
For the purposes of ASX Listing Rule 7.5.6 and ASX Listing Rule
14.11.1, and all other purposes, the Company will disregard any votes
cast on Resolution 3 by:
(i) a person who participated in the issue of Shares referred
to in Resolution 3;
(ii) any Associate of that person(s); and
(iii) a person who might obtain a benefit, except a benefit solely
in the capacity of a Shareholder, if the resolution is passed, and an
Associate of any such person.
However, the Company will not disregard a vote if it is cast by:
(i) a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or
(ii) a 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.
1.3.2. Resolution 4
For the purposes of ASX Listing Rule 7.5.6 and ASX Listing Rule
14.11.1, and all other purposes, the Company will disregard any votes
cast on Resolution 4 by:
(i) Tennant Metals Pty Limited;
(ii) any Associate of Tennant Metals Pty Limited; and
(iii) a person who might obtain a benefit, except a benefit solely in
the capacity of a Shareholder, if the resolution is passed, and an
Associate of any such person.
However, the Company will not disregard a vote if it is cast by:
(i) a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or
(ii) a 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.
1.3.3. Resolution 5
For the purposes of ASX Listing Rule 7.5.6 and ASX Listing Rule
14.11.1, and all other purposes, the Company will disregard any votes
cast on Resolution 5 by:
(i) MIT Nominees Pty Limited;
(ii) any Associate of MIT Nominees Pty Limited; and
(iii) a person who might obtain a benefit, except a benefit
solely in the capacity of a Shareholder, if the resolution is passed,
and an Associate of any such person.
However, the Company will not disregard a vote if it is cast by:
(i) a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or
(ii) a 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.
1.3.4. Resolution 6
In accordance with the notice requirements of ASX Listing Rule 7.3.8
for approval under ASX Listing Rule 7.1 and ASX Listing Rule 14.11.1,
the Company will disregard any votes cast on Resolution 6 by:
(i) each Placement Investor;
(ii) any Associate of that person; and
(iii) a person who might obtain a benefit, except a benefit
solely in the capacity of a Shareholder, if the Resolution is passed,
and an Associate of any such person.
However, the entity will not disregard a vote if:
(i) it is cast by a person as proxy for a person who is
entitled to vote, in accordance with the directions on the proxy
form; or
(ii) 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.
1.3.5. Resolution 7
For the purposes of ASX Listing Rule 10.13.6 and ASX Listing Rule
14.11.1, and all other purposes, the Company will disregard any votes
cast on Resolution 7 by:
(i) Russell Fountain;
(ii) any Associate of Russell Fountain; and
(iii) a person who might obtain a benefit, except a benefit
solely in the capacity of a Shareholder, if the resolution is passed,
and an Associate of any such person.
However, the Company will not disregard a vote if it is cast by:
(i) a person as proxy for a person who is entitled to vote,
in accordance with the directions on the proxy form; or
(ii) a 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.
1.3.6. Resolution 8
For the purposes of ASX Listing Rule 10.13.6 and ASX Listing Rule
14.11.1, and all other purposes, the Company will disregard any votes
cast on Resolution 7 by:
(i) Christopher Farmer;
(ii) any Associate of Christopher Farmer; and
(iii) a person who might obtain a benefit, except a benefit
solely in the capacity of a Shareholder, if the resolution is passed,
and an Associate of any such person.
However, the Company will not disregard a vote if it is cast by:
(i) a person as proxy for a person who is entitled to vote,
in accordance with the directions on the proxy form; or
(ii) a 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.
1.3.7. Resolution 9
For the purposes of ASX Listing Rule 10.13.6 and ASX Listing Rule
14.11.1, and all other purposes, the Company will disregard any votes
cast on Resolution 7 by:
(i) Stephen de Belle;
(ii) any Associate of Stephen de Belle; and
(iii) a person who might obtain a benefit, except a benefit
solely in the capacity of a Shareholder, if the resolution is passed,
and an Associate of any such person.
However, the Company will not disregard a vote if it is cast by:
(i) a person as proxy for a person who is entitled to vote,
in accordance with the directions on the proxy form; or
(ii) a 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.
1.4. Voting Rights and Proxies
(i) A member entitled to attend and vote at the meeting has a
right to appoint a proxy.
(ii) This appointment may specify the proportion or number of
votes that the proxy may exercise.
(iii) The proxy need not be a member of the Company.
(iv) A member who is entitled to cast two or more votes may
appoint two proxies and may specify the proportion or number of votes
that each proxy is appointed to exercise. If the member appoints two
proxies and the appointment does not specify the proportion or number
of the member's votes that each proxy may exercise, each proxy may
exercise half of the votes.
(v) Proxies may be lodged by :
* posting to Finders Resources Limited, Suite 51,
Level 3 330 Wattle St Ultimo NSW 2007; or
* facsimile to Finders Resources Limited on facsimile
number +61 2 9212 0200, so that it is received not later than 10.00
A.M., 14 October 2008, Sydney time
(vi) All United Kingdom holders of the Company's depositary
interests will receive a Form of Instruction for use at the Annual
General Meeting instead of a Proxy Form.
(vii) To be valid, the Form of Instruction, duly signed and
executed, together with a power of attorney (if any) or other
authority under which it is signed (if any) must be deposited at the
offices of the Custodian, Computershare Investor Services PLC, PO Box
1075, The Pavilions, Bridgwater Road, Bristol BS99 7NH at least 96
hours before the time for holding the meeting.
1.5. Voting and required majority
For the purpose of determining a person's entitlement to vote at the
Annual General Meeting, a person will be recognised as a member of
the Company and the holder of Shares if that person is registered as
a holder of those Shares at 5:00pm Sydney time on 14 October 2008,
being the second Business Day prior to the date of the Annual General
Meeting.
In accordance with the Corporations Act for the resolutions to be
effective:
(i) the resolutions must be passed at a General Meeting of
which not less than 28 days written notice specifying the intention
to propose the resolutions has been given (satisfied by this Notice);
(ii) in the case of ordinary resolutions must be passed by more
than 50% of all the votes cast by Shareholders present and entitled
to vote on the resolutions (whether in person or by proxy, attorney
or representative); and
(iii) in the case of special resolutions must be passed by not
less than 75% of all the votes cast by Shareholders present and
entitled to vote on the resolutions (whether in person or by proxy,
attorney or representative).
On a show of hands every Shareholder has one vote, and on a poll,
every Shareholder has one vote for each fully paid Share.
1.6. Definitions
For the purposes of this Explanatory Statement and the Notice of
Annual General Meeting the following definitions apply unless the
context requires otherwise.
AGM or Annual General Meeting means the annual general meeting to be
held at 10 am on 16 October 2008 and notified to the Company's
Shareholders by the Notice.
Associate has the meaning given to that term in Part 1.2, Division 2
of the Corporations Act.
ASX means ASX Limited ABN 98 008 624 691.
ASX Listing Rules means the official listing rules issued and
enforced by the ASX as amended from time to time.
Board or Board of Directors means the board of Directors of the
Company.
Company means Finders Resources Limited (ABN 82 108 547 413).
Constitution means the constitution of the Company, as amended from
time to time.
Corporations Act means the Corporations Act 2001 (Clth).
Directors mean the directors of the Company from time to time.
Directors' Report means the Company's directors' report for the
financial year ended 30 June 2008 prepared in accordance with the
Corporations Act.
Explanatory Statement means the explanatory statement incorporated
into this Notice.
Issued Shares means the total number of ordinary fully paid shares
currently on issue.
Financial Statements means the Company's audited annual financial
statements and associated reports for the financial year ended 30
June 2008 prepared in accordance with the Corporations Act.
MIT Nominees Pty Limited means MIT Nominees Pty Limited ACN 121 962
043.
Notice means this notice incorporating the Explanatory Statement.
Placement means the placement of fully paid ordinary shares to a
limited number of institutions and other exempt investors in
accordance with Chapter 6D of the Corporations Act.
Placement Investors means institutional or sophisticated investors,
being persons who, because of one or more of sections 708(8),
708(10), 708(11) and 708(12) of the Corporations Act, may subscribe
for Tranche 4 Shares without receiving a disclosure document issued
by the Company in accordance with Part 6D.2 of the Corporations Act,
excluding related parties of the Company.
Resolutions means the resolutions proposed in the Notice.
Share means a fully paid ordinary share in the issued capital of the
Company and Shares has a corresponding meaning.
Shareholder means shareholder of the Company and Shareholders has a
corresponding meaning.
Tennant Metals Pty Limited means Tennant Metals Pty Limited ACN 107
199 655, holder of a relevant interest in MIT Nominees Pty Limited in
accordance with section 608(3) of the Corporations Act.
Tranche 1 Shares means 4,000,000 Shares issued and allotted on 3
January 2008 for a cash issue price of 110 cents per Share to certain
professional and sophisticated investors.
Tranche 2 Shares means 2,066,116 Shares issued and allotted on 11
January 2008 for a cash issue price of 110 cents per Share to Tennant
Metals Pty Limited.
Tranche 3 Shares means 3,099,173 Shares issued and allotted on 11
January 2008 for a cash issue price of 110 cents per Share to MIT
Nominees Pty Limited.
Tranche 4 Shares means 8,333,333 new Shares to be issued and allotted
within three months of the AGM to Placement Investors for a cash
issue price of 60 cents per Share; 28 pence per Share; or the US
currency equivalent of 60 cents per Share at the date these new
Shares are issued.
Tranche 5 Shares means up to 416,667 new Shares to be issued and
allotted within one month of the AGM to Russell Fountain or his
nominee for a cash issue price of 60 cents per Share.
Tranche 6 Shares means up to 166,667 new Shares to be issued and
allotted within one month of the AGM to Christopher Farmer or his
nominee for a cash issue price of 60 cents per Share.
Tranche 7 Shares means up to 416,666 new Shares to be issued and
allotted within one month of the AGM to Stephen de Belle or his
nominee for a cash issue price of 60 cents per Share.
.
1.7. Interpretation
For the purposes of interpreting the Explanatory Statement and the
Notice:
(i) the singular includes the plural and vice versa;
(ii) words importing any gender include both genders;
(iii) reference to any statute, ordinance, regulation, rule or
other law includes all regulations and other instruments and all
consolidations, amendments, re-enactments or replacements for the
time being in force;
(iv) all headings, bold typing and italics (if any) have been
inserted for convenience of reference only and do not define limit or
affect the meaning or interpretation of the Explanatory Statement and
the Notice;
(v) reference to persons includes bodies corporate and
government authorities and in each and every case, includes a
reference to the person's executors, administrators, successors,
substitutes (including without limitation persons taking by novation
and assignment);
(vi) reference to cents, $, A$, Australian Dollars or dollars is a
reference to the lawful tender for the time being and from time to
time of the Commonwealth of Australia; and
(vii) reference to pence is a reference to the lawful tender for
the time being and from time to time of the United Kingdom; and
(viii) reference to US currency is a reference to the lawful tender
for the time being and from time to time of the United States of
America.
By order of the Board of Directors
Ian Morgan
Company Secretary
15 September 2008
2. EXPLANATORY STATEMENT
2.1. General
This Explanatory Statement has been prepared to provide you with
material information reasonably required to enable you to make an
informed decision on how to vote upon the business to be conducted at
the Annual General Meeting (AGM).
The purpose of the AGM is to consider and if thought fit, pass the
Resolutions.
The Directors recommend that Shareholders read this Explanatory
Statement, which forms part of the accompanying Notice of Meeting of
Shareholders, before determining whether to support the Resolutions
or otherwise.
2.2. Financial Reports
The consolidated Financial Statements, Directors' Report and
Auditor's Report for the Company for the year ended 30 June 2008 will
be laid before the meeting. There is no requirement for Shareholders
to approve those reports. A copy of these financial reports may be
downloaded from the company's web-site address at
www.findersresources.com/pdfs/FND-AR-2008.PDF
2.3. Resolution 1 - Remuneration Report
Resolution 1 is proposed for the adoption of the Remuneration Report
contained in the Directors' Report referred to in the first item of
the agenda set out in the Notice. The Remuneration Report of the
Company for the financial year ended 30 June 2008 is set out in the
Directors' Report contained in the 2008 annual report.
2.4. Resolution 2 - Re-election of Stephen de Belle
Resolution 2 relates to the re-election of Stephen de Belle as a
Director of the Company. Under the Constitution, one-third of the
Company's Directors, excluding the Managing Director, must resign
and, if eligible, may be re-elected.
Stephen de Belle has vacated his office as Director in accordance
with the Constitution and, being eligible, offers himself for
re-election. The Board recommends that members vote in favour of this
Resolution.
2.5. Resolutions 3 to 5 - Ratification of Previous Share
Placements (Tranches 1 to 3)
2.5.1. Background
On 3 January 2008, the Company issued 4,000,000 ordinary fully paid
shares, each for 110 cents cash, to certain sophisticated and
professional investors.
On 11 January 2008, the Company issued:
* 2,066,116 ordinary fully paid shares to Tennant Metals Pty
Limited; and
* 3,099,173 ordinary fully paid shares to MIT Nominees Pty
Limited, each for 110 cents cash.
These Placements were each to raise funds for the construction of a
heap leach SX-EW pilot plant for the Company's Wetar copper project
and additional working capital.
2.5.2. Approvals Required
ASX Listing Rule 7.1 provides that, without approval of the
Shareholders, the Company must not issue or agree to issue more
equity securities if such issue, if aggregated with the securities
issued by the Company during the previous 12 months, would be such
amount that would exceed 15% of the issued shares at the commencement
of that 12 month period (subject to certain exemptions not relevant
to the Company's present circumstances).
Although the issue of 4,000,000 Tranche 1 Shares, 2,066,116 Tranche 2
Shares, and 3,099,173 Tranche 3 Shares under the Placements were
within the 15% prescribed limit when issued, the issue of those
shares had not previously obtained Shareholder approval.
ASX Listing Rule 7.4 however treats the issue of those Tranche 1
Shares, Tranche 2 Shares, and Tranche 3 Shares made without the
approval under ASX Listing Rule 7.1, as having been made with
approval for the purposes of ASX Listing Rule 7.1 if those issues did
not breach ASX Listing Rule 7.1, and the Shareholders subsequently
approve them. Those issues did not breach ASX Listing Rule 7.1.
Under Resolutions 1, 2 and 3, the Company seeks the ratification by
the Shareholders of the issue and allotment of the Tranche 1 Shares,
Tranche 2 Shares, and Tranche 3 Shares issued and allotted to the
subscribers under the Placements, so as to 'refresh' the effect of
ASX Listing Rule 7.1 on any further issues of securities in the next
12 months.
2.5.3. Details of Tranche 1 Shares
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 3 January 2008
ASX Listing Rule 7.5.1: Number of fully paid ordinary shares:
4,000,000
ASX Listing Rule 7.5.2: Issue Price: 110 cents cash each Share.
ASX Listing Rule 7.5.3: Terms of the securities: the issued shares
are fully paid ordinary shares and are on the same terms as existing
fully paid ordinary shares in the Company.
ASX Listing Rule 7.5.4: Allottee (basis): Certain professional and
sophisticated investors.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised:
Funds raised were for the construction of a heap leach SX-EW pilot
plant for the Company's Wetar copper project and additional working
capital.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.3.1 of this Notice.
2.5.4. Details of Tranche 2 Shares
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 11 January 2008.
ASX Listing Rule 7.5.1: Number of fully paid ordinary shares:
2,066,116.
ASX Listing Rule 7.5.2: Issue Price: 110 cents cash each Share.
ASX Listing Rule 7.5.3: Terms of the securities: the issued shares
are fully paid ordinary shares and are on the same terms as existing
fully paid ordinary shares in the Company.
ASX Listing Rule 7.5.4: Allottee (basis): Tennant Metals Pty Limited.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised:
Funds raised were for the construction of a heap leach SX-EW pilot
plant for the Company's Wetar copper project and additional working
capital.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph (ii) of this Notice.
2.5.5. Details of Tranche 3 Shares
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 11 January 2008.
ASX Listing Rule 7.5.1: Number of fully paid ordinary shares:
3,099,173.
ASX Listing Rule 7.5.2: Issue Price: 110 cents cash each Share.
ASX Listing Rule 7.5.3: Terms of the securities: the issued shares
are fully paid ordinary shares and are on the same terms as existing
fully paid ordinary shares in the Company.
ASX Listing Rule 7.5.4: Allottee (basis): MIT Nominees Pty Limited.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised:
Funds raised were for the construction of a heap leach SX-EW pilot
plant for the Company's Wetar copper project and additional working
capital.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.3.3 of this Notice.
2.6. Resolution 6 - Participation in Share Placement by
Placement Shareholders (Tranche 4)
Pursuant to ASX Listing Rule 7.3, the following information is
provided regarding ASX Listing Rule 7.1 approval:
2.6.1. ASX Listing Rule 7.3.1: Maximum number of securities
to be issued and allotted pursuant to Resolution 6:
Up to 8,333,333 Tranche 4 Shares will be issued and allotted to
Placement Investors.
2.6.2. ASX Listing Rules 7.3.2 and 7.3.7: Date by which
securities will be issued and allotted
If Shareholder approval is obtained, the issue and allotment of
Tranche 4 Shares to the Placement Investors will occur on a date or
dates which is or are no later than three months after the date of
this Annual General Meeting or such later time as deemed appropriate
by an ASX waiver.
2.6.3. ASX Listing Rule 7.3.3: Issue price of securities
The issue price is a cash issue price of 60 cents per Tranche 4 Share
(which is the same price as offered to Shareholders under the Share
Purchase Plan announced on 3 September 2008); 28 pence per Tranche 4
Share; or the US currency equivalent of 60 cents per Tranche 4 Share
at the date these Tranche 4 Shares are issued.
2.6.4. ASX Listing Rule 7.3.4: Names of allottees
The allottees are the Placement Investors. The Placement Investors
must be persons who are not related parties of the Company.
2.6.5. ASX Listing Rule 7.3.5: Terms of securities
The Company will apply to the ASX to have Tranche 4 Shares issued to
the Placement Investors Officially Quoted and these Tranche 4 Shares
will rank equally with all the other Shares on issue. In all other
respects, the rights and entitlements of the holders in respect of
the Tranche 4 Shares issued to the Placement Investors will be
identical to the rights and entitlements of the holders of existing
issued Shares.
2.6.6. ASX Listing Rule 7.3.6: Intended use of the funds
The funds raised by the issue and allotment of Tranche 4 Shares to
the Placement Investors will be applied to additional working
capital, particularly for the continued development of the Wetar
Copper Project.
2.6.7. ASX Listing Rule 7.3.8: A voting exclusion statement
A voting exclusion statement is included at paragraph 1.3.4 of this
Notice.
2.7. Resolution 7 - Participation in Share Placement by
Russell Fountain (Tranche 5)
2.7.1. ASX Listing Rule 10.13.1: Name of Person
Russell Fountain, a Director, or his nominee.
2.7.2. ASX Listing Rule 10.13.2: Maximum number of
securities to be issued and allotted
Up to 416,667 Tranche 5 Shares will be issued and allotted to Russell
Fountain or his nominee.
2.7.3. ASX Listing Rule 10.13.3: Date by which securities
will be issued and allotted
If Shareholder approval is obtained, the issue and allotment of
Tranche 5 Shares to Russell Fountain or his nominee will occur on a
date or dates which is or are no later than one month after the date
of this Annual General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.7.4. ASX Listing Rule 10.13.5: Issue price of securities
The issue price is 60 cents cash per Tranche 5 Share, which is the
same price as offered to Shareholders under the Share Purchase Plan
announced on 3 September 2008.
2.7.5. ASX Listing Rule 10.13.6: A voting exclusion
statement
A voting exclusion statement is included at paragraph 1.3.5 of this
Notice.
2.7.6. ASX Listing Rule 10.13.6A: Intended use of the funds
The funds raised by the issue and allotment of Tranche 5 Shares to
Russell Fountain or his nominee will be applied to additional working
capital, particularly for the continued development of the Wetar
Copper Project.
2.8. Resolution 8 - Participation in Share Placement by
Christopher Farmer (Tranche 6)
2.8.1. ASX Listing Rule 10.13.1: Name of Person
Christopher Farmer, a Director, or his nominee.
2.8.2. ASX Listing Rule 10.13.2: Maximum number of
securities to be issued and allotted
Up to 166,667 Tranche 6 Shares will be issued and allotted to
Christopher Farmer or his nominee.
2.8.3. ASX Listing Rule 10.13.3: Date by which securities
will be issued and allotted
If Shareholder approval is obtained, the issue and allotment of
Tranche 6 Shares to Christopher Farmer or his nominee will occur on a
date or dates which is or are no later than one month after the date
of this Annual General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.8.4. ASX Listing Rule 10.13.5: Issue price of securities
The issue price is 60 cents cash per Tranche 6 Share, which is the
same price as offered to Shareholders under the Share Purchase Plan
announced on 3 September 2008.
2.8.5. ASX Listing Rule 10.13.6: A voting exclusion
statement
A voting exclusion statement is included at paragraph 1.3.6 of this
Notice.
2.8.6. ASX Listing Rule10.13.6A: Intended use of the funds
The funds raised by the issue and allotment of Tranche 6 Shares to
Christopher Farmer or his nominee will be applied to additional
working capital, particularly for the continued development of the
Wetar Copper Project.
2.9. Resolution 9 - Participation in Share Placement by
Stephen de Belle (Tranche 7)
2.9.1. ASX Listing Rule 10.13.1: Name of Person
Stephen de Belle, a Director, or his nominee.
2.9.2. ASX Listing Rule 10.13.2: Maximum number of
securities to be issued and allotted
Up to 416,666 Tranche 7 Shares will be issued and allotted to
Stephen de Belle or his nominee.
2.9.3. ASX Listing Rule 10.13.3: Date by which securities
will be issued and allotted
If Shareholder approval is obtained, the issue and allotment of
Tranche 7 Shares to Stephen de Belle or his nominee will occur on a
date or dates which is or are no later than one month after the date
of this Annual General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.9.4. ASX Listing Rule 10.13.5: Issue price of securities
The issue price is 60 cents cash per Tranche 7 Share, which is the
same price as offered to Shareholders under the Share Purchase Plan
announced on 3 September 2008.
2.9.5. ASX Listing Rule 10.13.6: A voting exclusion
statement
A voting exclusion statement is included at paragraph 1.3.7 of this
Notice.
2.9.6. ASX Listing Rule10.13.6A: Intended use of the funds
The funds raised by the issue and allotment of Tranche 7 Shares to
Stephen de Belle or his nominee will be applied to additional working
capital, particularly for the continued development of the Wetar
Copper Project.
3. APPOINTMENT OF A PROXY FORM
If appointing a Proxy to attend the Annual General Meeting on your
behalf, please complete and lodge this Proxy form in accordance with
the instructions following.
I/We being a shareholder/shareholders of Finders Resources Limited
pursuant to my/our right to appoint not more than two proxies,
appoint
+-------------------------------------------------------------------+
|| The Chairman of | | | | Write here the name of the |
|| the Meeting | OR | | | person you are appointing if |
|| (mark with an "X") | | | | this person is someone other |
|| | | | | than the Chairman of the |
|| | | | | Meeting. |
|--------------------------+---+---+--------------------------------|
| | | | |
|--------------------------+---+---+--------------------------------|
| | | | |
| or failing him/her | | | Write here the name of the |
| | | | other person you are |
| | | | appointing. |
+-------------------------------------------------------------------+
or failing him/her, (or if no proxy is specified above) the Chairman
of the meeting, as my/our proxy to vote for me/us and on my/our
behalf at the Annual General Meeting to be held at 10 am (Sydney
time) on 16 October 2008 at the Royal Automobile Club, Level 2,
Phillip Room, 89 Macquarie Street, Sydney NSW and any adjournment of
that meeting.
+-------------------------------------------------------------------+
| | | |
| This proxy is to be used | % | of the Ordinary |
| in respect of | | Shares I/we hold. |
|-------------------------------------------------------------------|
| | If you wish to indicate how your proxy is to vote, |
| | please place an "X" in the appropriate box, beside |
| | each resolution, below. If no indication is given on |
| | a resolution, the proxy may abstain or vote at |
| | his/her discretion. Proxies lodged in favour of the |
| | Chairman which do not include a vote will be used to |
| | vote in favour of the resolutions. |
|-----------+-------------------------------------------------------|
| | If the Chair of the meeting is appointed as your |
| | proxy, or may be appointed by default and you do not |
| | wish to direct your proxy how to vote please place a |
| | mark in the box. By marking this box, you acknowledge |
| | that the Chair of the meeting may exercise your proxy |
| | even if he has an interest in the outcome the |
| | resolutions. Votes cast by the Chair of the meeting |
| | for the resolutions other than as proxy holder will |
| | be disregarded because of that interest. If you do |
| | not mark this box, and you have not directed your |
| | proxy how to vote, the Chair will not cast your votes |
| | on the resolutions and your votes will not be counted |
| | in calculating the required majority if a poll is |
| | called on the resolutions. The Chair intends to vote |
| | 100% of all open proxies in favour of all |
| | resolutions. |
+-------------------------------------------------------------------+
Voting directions to your proxy - please mark x to indicate your
directions
For Against Abstain*
To consider and, if thought fit, to pass, with
or without amendment, the following resolutions
as ordinary resolutions:
Resolution 1: To adopt the Remuneration Report.
Resolution 2: To re-elect Stephen de Belle as a
Director of the Company.
Resolution 3: To ratify the placement of
4,000,000 Shares.
Resolution 4: To ratify the placement of
2,066,116 Shares.
Resolution 5: To ratify the placement of
3,099,173 Shares.
Resolution 6: To approve the placement of up to
8,333,333 Shares.
Resolution 7: To approve the placement of up to
416,667 Shares to a Director, Russell Fountain.
Resolution 8: To approve the placement of up to
166,667 Shares to a Director, Christopher
Farmer.
Resolution 9: To approve the placement of up to
416,666 Shares to a Director, Stephen de Belle.
*If you mark the Abstain box for a particular
item, you are directing your proxy not to vote
on your behalf on a show of hands or on a poll
and your votes will not be counted in computing
the required majority on a poll.
PLEASE SIGN HERE
This section must be signed in accordance with the instructions
overleaf to enable your directions to be implemented. Executed in
accordance with section 127 of the Corporations Act 2001 (Cth):
Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder
3
Sole Director & Company Director / Company Director
Secretary Secretary
Dated this Day of 2008
Instructions for Completing Proxy Form
1. A member entitled to attend and vote at a Meeting is
entitled to appoint a proxy to attend and vote on behalf of that
member.
2. A duly appointed proxy need not be a member of the
Company. This form should be signed by the member. If a joint
holding, either member may sign. If signed by the member's attorney,
the power of attorney must have been previously noted by the Company
or a certified copy attached to this form. If executed by a company,
the form must be executed in accordance with the member's
constitution and the Corporations Act 2001.
3. Corporate shareholders should comply with the
execution requirements set out on the proxy form or otherwise with
the provisions of Section 127 of the Corporations Act 2001. Section
127 of the Corporations Act 2001 provides that a company may execute
a document without using its common seal if the document is signed
by:
* directors of the company;
* a director and a company secretary of the company; or
* for a proprietary company that has a sole director who
is also the sole company secretary - that director.
4. For the Company to rely on the assumptions set out in
Section 129(5) and (6) of the Corporations Act 2001, a document must
appear to have been executed in accordance with Section 127(1) or
(2). This effectively means that the status of the persons signing
the document or witnessing the affixing of the seal must be set out
and conform to the requirements of Section 127(1) or (2) as
applicable. In particular, a person who witnesses the affixing of a
common seal and who is the sole director and sole company secretary
of the company must state that next to his or her signature.
5. 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
6. Where a proxy form or form of appointment of
corporate representative is lodged and is executed under power of
attorney, the power of attorney must be lodged in like manner as this
proxy.
7. To vote by proxy, please complete and sign the proxy
form enclosed and send the proxy form by:
* post to Finders Resources Limited, Suite 51, Level 3 330
Wattle St Ultimo NSW 2007; or
* facsimile to Finders Resources Limited on facsimile
number +61 2 9212 0200, so that it is received not
later than 10.00 am, 14 October 2008, Sydney time
Proxy forms received later than this time will be invalid.
8. Chapter 2C of the Corporations Act 2001 requires
information about you as a member (including your name, address and
details of the shares you hold) to be included in the public register
of the entity in which you hold securities. Information is collected
to administer your shareholding and if some or all of the information
is not collected then it might not be possible to administer your
shareholding. You can access your personal information by contacting
the Company at the address or telephone number shown on this form.
4. APPOINTMENT OF CORPORATE REPRESENTATIVE
Pursuant to Section 250D of the Corporations Act 2001
________________________________ (ABN/ACN/ARBN ____________________ )
(Insert name of Shareholder/Body Corporate & ACN/ARBN)
Hereby Authorises
__________________________________________________________________
(Insert name of appointee)
(*) 1.To act as the Company's representative at all General Meetings
of FINDERS Resources Limited (ABN 82 108 547 413)
(*)2.To act as the Company's Representative at the Annual General
Meeting to be held at 10 am on 16 October 2008 and any adjournment
thereof.
Dated this ________________ day of _______________________________
2008
Executed by the corporation in accordance with its
Constitution/Section 127 of the
Corporations Act 2001 in the presence of:
(*) Director (*) Sole Director & Sole Secretary
(*) Director/Secretary
Affix Common Seal here (optional)
(*) Delete if not applicable
This authority may be sent to the registered office or share registry
office of the Company in advance of the meeting as set out in the
Notice of Annual General Meeting which this appointment accompanies
or handed in at the Annual General Meeting when registering as a
company representative. In either case, the authority will be
retained by the Company.
- ---END OF MESSAGE---
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