TIDMFND
Dear Shareholder,
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FINDERS
RESOURCES LIMITED ABN 82 108 547 413 ("COMPANY")
Notice is hereby given that an Extraordinary General Meeting (EGM) of
Shareholders is to be held as follows:
Venue: Finders Resources Limited, Suite 51, Level 3, 330 Wattle
Street, Ultimo NSW 2007.
Time: 10 am
Date: 4 May 2009
The meeting will consider a number of resolutions related to past and
proposed security issues. These resolutions are explained in the
Explanatory Statement in some detail. Please find enclosed the
following documents in relation to the EGM:
Page
1. AGENDA.. 2
1.1. Special Business. 2
1.2. Voting Exclusion Statements. 6
1.3. Voting Rights and Proxies. 9
1.4. Voting and required majority. 9
1.5. Definitions. 10
1.6. Interpretation.. 12
2. EXPLANATORY STATEMENT.. 13
2.1. General 13
2.2. Resolutions 1, 2, 3 and 4 - Ratification of Previous
Share and Note Issues (Tranche 1 Shares, Tranche 2 Shares, Tranche 1
Notes and Tranche 2 Notes) 13
2.3. Resolution 5 - Ratification of Previous Share Issue
(Tranche 3 Shares) 18
2.4. Resolution 6 - Participation in Share Placement by
Placement Shareholders (Tranche 4 Shares) 19
2.5. Resolution 7 - Conversion of the Fountain Market
Conversion Price Advance to Shares (Tranche 5 Shares) 20
2.6. Resolution 8 - Conversion of the Fountain Market
Conversion Price Advance Interest to Shares (Tranche 6 Shares) 20
2.7. Resolution 9 - Conversion of the Farmer Advance to Shares
(Tranche 7 Shares) 21
2.8. Resolution 10 - Conversion of the Farmer Advance Interest
to Shares (Tranche 8 Shares) 22
2.9. Resolution 11 - Conversion of the De Belle Market
Conversion Price Advance to Shares (Tranche 9 Shares) 22
2.10. Resolution 12 - Conversion of the De Belle Market
Conversion Price Advance Interest to Shares (Tranche 10 Shares) 23
2.11. Resolution13 - Conversion of the Thomson Advance to Shares
(Tranche 11 Shares) 23
2.12. Resolution 14 - Conversion of the Thomson Advance Interest
to Shares (Tranche 12 Shares) 24
2.13. Resolution 15 - Granting Options to Robert Thomson.. 25
3. APPOINTMENT OF A PROXY FORM... 30
4. APPOINTMENT OF CORPORATE REPRESENTATIVE.. 33
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 EGM
in person, you are urged to complete and lodge the enclosed Proxy or
appointment of Corporate Representative form.
Ian Morgan
Company Secretary
2 April 2009
NOTICE IS GIVEN that an Extraordinary General Meeting of the Company
will be held on 4 May 2009 at 10 am at Finders Resources Limited,
Suite 51, Level 3, 330 Wattle Street, Ultimo NSW 2007, 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. Special Business
1.1.1. Resolution 1 - Ratification of Previous Share Issue (Tranche
1 Shares)
Resolution 1 is to consider and, if thought fit, with or without
amendment, to pass the following 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 8 December 2008, of 208,333 fully paid ordinary shares in the
capital of the Company ("Tranche 1 Shares") for a cash issue price of
60 cents per Share, to the person specified in the explanatory
statement forming part of this Notice."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 1.
1.1.2. Resolution 2 - Ratification of Previous Share Issue (Tranche
2 Shares)
Resolution 2 is to consider and, if thought fit, with or without
amendment, to pass the following 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 19 January 2009 of 112,500 fully paid ordinary shares in the
capital of the Company ("Tranche 2 Shares") for a cash issue price of
40 cents per Share, to that person specified in the explanatory
statement forming part of this Notice."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 2.
1.1.3. Resolution 3 - Ratification of Previous Convertible Note
Issue (Tranche 1 Notes)
Resolution 3 is to consider and, if thought fit, with or without
amendment, to pass the following ordinary Resolution:
"That for the purposes of ASX Listing Rule 7.4 and for all other
purposes, shareholders ratify the issue, by the Company on 20 January
2009, of convertible notes with a total value of USD 1,000,000.00
($1,536,570.37) (Tranche 1 Notes), to that person and with the terms
and conditions 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.
1.1.4. Resolution 4 - Ratification of Previous Convertible Note
Issue (Tranche 2 Notes)
Resolution 4 is to consider and, if thought fit, with or without
amendment, to pass the following ordinary Resolution:
"That for the purposes of ASX Listing Rule 7.4 and for all other
purposes, shareholders ratify the drawing down by the Company on 19
February 2009, of convertible notes with a total value of USD
500,000.00 ($787,401.57) (Tranche 2 Notes), to that person and with
the terms and conditions 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.
1.1.5. Resolution 5 - Ratification of Previous Share Issue (Tranche
3 Shares)
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 27 March 2009 of 6,400,000 fully paid ordinary shares in the
capital of the Company ("Tranche 2 Shares") for a cash issue price of
20 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.
1.1.6. Resolution 6 - Approval of Share Placement to Placement
Shareholders (Tranche 4 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 30,000,000 Shares to the Placement Investors for a cash issue
price of 20 cents per Share."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 6.
1.1.7. Resolution 7 - Conversion of the Fountain Market Conversion
Price Advance to Shares (Tranche 5 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 1,000,000 Shares to Russell Fountain, a Director (or his
nominee), for an issue price of 20 cents per Share in full repayment
of the Fountain Market Conversion Price Advance totalling
$200,000.00."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 7.
1.1.8. Resolution 8 - Conversion of the Fountain Market Conversion
Price Advance Interest to Shares (Tranche 6 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 30,136 Shares to Russell Fountain, a Director (or his nominee),
for an issue price of 20 cents per Share in full repayment of
capitalised Fountain Market Conversion Price Advance interest at the
rate of 10% per annum for the period 14 January 2009 to 4 May 2009
and totalling $6,027.40.
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 8.
1.1.9. Resolution 9 - Conversion of the Farmer Advance to Shares
(Tranche 7 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 397,514 Shares to Christopher Farmer, a Director (or his
nominee), for an issue price of 20 cents per Share in full repayment
of the Farmer Advance totalling $79,502.80."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 9.
1.1.10. Resolution 10 - Conversion of the Farmer Advance
Interest to Shares (Tranche 8 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 11,979 Shares to Christopher Farmer, a Director, or his nominee
for an issue price of 20 cents per Share in full repayment of
capitalised Farmer Advance interest at the rate of 10% per annum for
the period 14 January 2009 to 4 May 2009 and totalling $2,395.97.
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 10.
1.1.11. Resolution 11- Conversion of the De Belle Market
Conversion Price Advance to Shares (Tranche 9 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 1,000,000 Shares to Stephen de Belle, a Director (or his
nominee), for an issue price of 20 cents per Share in full repayment
of the De Belle Market Conversion Price Advance totalling
$200,000.00."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 11.
1.1.12. Resolution 12 - Conversion of the De Belle Market
Conversion Price Advance Interest to Shares (Tranche 10 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 30,136 Shares to Stephen de Belle, a Director (or his nominee),
for an issue price of 20 cents per Share in full repayment of
capitalised De Belle Market Conversion Price Advance interest at the
rate of 10% per annum for the period 14 January 2009 to 4 May 2009
and totalling $6,027.40.
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 12.
1.1.13. Resolution 13 - Conversion of the Thomson Advance to
Shares (Tranche 11 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 500,000 Shares to Robert Thomson, a Director (or his nominee),
for an issue price of 20 cents per Share in full repayment of the
Thomson Advance totalling $100,000.00."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 13.
1.1.14. Resolution 14 - Conversion of the Thomson Advance
Interest to Shares (Tranche 12 Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary 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 15,168 Shares to Robert Thomson, a Director (or his nominee),
for an issue price of 20 cents per Share in full repayment of
capitalised Thomson Advance interest at the rate of 10% per annum for
the period 14 January 2009 to 4 May 2009 and totalling $3,013.70.
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 14.
1.1.15. Resolution 15 - Granting Options to Robert Thomson
To consider and, if thought fit, with or without amendment, to pass
the following ordinary Resolution:
"That, for the purposes of ASX Listing Rule 10.11, approval is given
for the Directors to grant 2,000,000 Options to Robert Thomson, a
Director (or his nominee), on the terms and conditions set out in the
Explanatory Statement."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 15.
1.2. Voting Exclusion Statements
1.2.1. Resolution 1
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 1 by:
(i) Alchemy;
(ii) any Associate of Alchemy; 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.
1.2.2. Resolutions 2, 3 and 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 Resolutions 2, 3 and 4 by:
(i) RCF;
(ii) any Associate of RCF; 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.
1.2.3. Resolution 5
In accordance with the notice requirements of ASX Listing Rule 7.5.6
and ASX Listing Rule 14.11.1, the Company will disregard any votes
cast on Resolution 5 by:
(i) a person who participated in the issue of Shares referred
to in Resolution 5;
(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.
1.2.4. 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.
1.2.5. Resolutions 7 and 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 Resolutions 7 and 8 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.
1.2.6. Resolutions 9 and 10
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 Resolutions 9 and 10 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.
1.2.7. Resolutions 11 and 12
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 Resolutions 11 and 12 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.
1.2.8. Resolutions 13, 14 and 15
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 Resolutions 13, 14 and 15 by:
(i) Robert Thomson;
(ii) any Associate of Robert Thomson; 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. 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
am, 1 May 2009, Sydney time
(vi) All United Kingdom holders of the Company's depositary
interests will receive a Form of Instruction for use at the
Extraordinary 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.
1.4. Voting and required majority
For the purpose of determining a person's entitlement to vote at the
Extraordinary 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 30
April 2009, being the second Business Day prior to the date of the
Extraordinary 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); and
(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).
On a show of hands every Shareholder has one vote, and on a poll,
every Shareholder has one vote for each fully paid Share.
1.5. Definitions
For the purposes of this Explanatory Statement and the Notice of
Extraordinary General Meeting the following definitions apply unless
the context requires otherwise.
Alchemy means Alchemy Securities Pty Ltd ABN 27 099 075 000, a
company related to RFC Corporate Finance Limited ABN 59 009 153 888.
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.
Convertible Note Facility Agreement means a convertible note facility
agreement dated 15 January 2009 between the Company and RCF. Further
details of the terms and conditions contained in this agreement are
set out in the Explanatory Statement
Corporations Act means the Corporations Act 2001 (Clth).
De Belle Market Conversion Price Advance Interest means capitalised
interest payable by the Company for the De Belle Market Conversion
Price Advance and at the rate of 10% per annum commencing 14 January
2009.
De Belle Market Conversion Price Advance means an unsecured fully
subordinated loan totalling $200,000.00 made on 14 January 2009 by
Stephen de Belle to the Company.
Directors mean the directors of the Company from time to time.
EGM or Extraordinary General Meeting means the extraordinary general
meeting to be held at 10 am on 4 May 2009 and notified to the
Company's Shareholders by this Notice.
Explanatory Statement means the explanatory statement incorporated
into this Notice.
Farmer Advance means an unsecured fully subordinated loan totalling
$79,502.80 made on 14 January 2009 by Christopher Farmer to the
Company.
Farmer Advance Interest means capitalised interest payable by the
Company for the Farmer Advance and at the rate of 10% per annum
commencing 14 January 2009.
Fountain Market Conversion Price Advance Interest means capitalised
interest payable by the Company for the Fountain Market Conversion
Price Advance and at the rate of 10% per annum commencing 14 January
2009.
Fountain Market Conversion Price Advance means an unsecured fully
subordinated loan totalling $200,000.00 made on 14 January 2009 by
Russell Fountain to the Company.
Issued Shares means the total number of ordinary fully paid shares
currently on issue.
Notice means this notice incorporating the Explanatory Statement.
Option(s) means the right to acquire one Share for an exercise price
during a defined period.
Placement means the placement of fully paid ordinary shares to a
limited number of institutions and other exempt investors in
accordance with Section 708 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 3 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.
RCF means Resource Capital Fund IV L.P., a Cayman Islands Limited
Partnership.
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.
Thomson Advance means an unsecured fully subordinated loan totalling
$100,000.00 made on 14 January 2009 by Robert Thomson to the Company.
Thomson Advance Interest means capitalised interest payable by the
Company for the Thomson Advance at the rate of 10% per annum
commencing 14 January 2009.
Tranche 1 Notes means convertible notes with a total value of USD
1,000,000.00 ($1,536,570.37) issued by the Company on 20 January 2009
and in accordance with the Convertible Note Facility Agreement.
Tranche 2 Notes means convertible notes with a total value of USD
500,000.00 ($787,401.57) issued by the Company on 19 February 2009
and in accordance with the Convertible Note Facility Agreement.
Tranche 1 Shares means 208,333 Shares issued and allotted on 8
December 2008 for an issue price of 60 cents per Share to Alchemy.
Tranche 2 Shares means 112,500 Shares issued and allotted on 19
January 2009 for an issue price of 40 cents per Share to RCF.
Tranche 3 Shares means 6,400,000 Shares issued and allotted on 27
March 2009 for a cash issue price of 20 cents per Share to certain
professional and sophisticated investors.
Tranche 4 Shares means up to 30,000,000 Shares to be issued and
allotted within three months of the EGM to Placement Investors for a
cash issue price of 20 cents per Share.
Tranche 5 Shares means 1,000,000 Shares to be issued and allotted
within one month of the EGM to Russell Fountain or his nominee for an
issue price of 20 cents per Share, to repay the Fountain Market
Conversion Price Advance.
Tranche 6 Shares means 30,136 Shares to be issued and allotted within
one month of the EGM to Russell Fountain or his nominee for an issue
price of 20 cents per Share, to repay the Fountain Market Conversion
Price Advance Interest.
Tranche 7 Shares means 397,514 Shares to be issued and allotted
within one month of the EGM to Christopher Farmer or his nominee for
an issue price of 20 cents per Share, to repay the Farmer Advance.
Tranche 8 Shares means 11,979 Shares to be issued and allotted within
one month of the EGM to Christopher Farmer or his nominee for an
issue price of 20 cents per Share, to repay the Farmer Advance
Interest.
Tranche 9 Shares means 1,000,000 Shares to be issued and allotted
within one month of the EGM to Stephen de Belle or his nominee for an
issue price of 20 cents per Share, to repay the De Belle Market
Conversion Price Advance.
Tranche 10 Shares means 30,136 Shares to be issued and allotted
within one month of the EGM to Stephen de Belle or his nominee for an
issue price of 20 cents per Share, to repay the De Belle Market
Conversion Price Advance Interest.
Tranche 11 Shares means 500,000 Shares to be issued and allotted
within one month of the EGM to Robert Thomson or his nominee for an
issue price of 20 cents per Share, to repay the Thomson Advance.
Tranche 12 Shares means 15,068 Shares to be issued and allotted
within one month of the EGM to Robert Thomson or his nominee for an
issue price of 20 cents per Share, to repay the Thomson Advance
Interest.
VWAP means VWAP defined by the Convertible Note Facility Agreement
and includes in relation to any period (being a number of trading
days), the average of the daily volume-weighted average sale prices
of the relevant securities sold on ASX for each trading day during
the relevant period as determined by RCF (rounding to the nearest
full cent with A$O.005 being rounded upwards), excluding:
(i) any transaction defined in the ASX market rules as 'special';
(ii) crossings before commencement of normal trading;
(iii) crossings during the closing phase and after hours adjust
phase;
(iv) overseas trades outside Australia;
(v) trades on exercise of options over the relevant securities; and
(vi) overnight crossings.
If at any time during the relevant period the VWAP has been based on
a price ex-dividend or ex- any other right or entitlement and during
some other part of that period the VW AP has been based on a price
cum-dividend or cum- any other right or entitlement, then the amount
thereof will be adjusted for the fair market value of any such
divided, right or entitlement.
1.6. 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;
(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
2 April 2009
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 Extraordinary General Meeting (EGM).
The purpose of the EGM 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. Resolutions 1, 2, 3 and 4 - Ratification of Previous Share
and Note Issues (Tranche 1 Shares, Tranche 2 Shares, Tranche 1 Notes
and Tranche 2 Notes)
2.2.1. Background
Tranche 1 Shares
On 8 December 2008, the Company issued 208,333 ordinary fully paid
shares, each for 60 cents, to Alchemy.
This Tranche 1 Share issue was for payment of fees for advisory
services provided by RFC Corporate Finance Limited ABN 59 009 153 888
in respect of the Company's capital raising approved by Shareholders
at a general meeting held on 16 October 2008.
This Company fund raising was a cash placement issuing and allotting
1,725,000 Shares on 17 October 2008 for 28 pence cash each Share; and
6,925,000 Shares on 23 October 2008 for 60 cents cash each Share.
Tranche 2 Shares
On 19 January 2009, the Company issued 112,500 ordinary fully paid
shares, each for 40 cents, to RCF.
This Tranche 2 Share issue was for payment of a 2% establishment fee
($45,000.00) to RCF in respect of the Convertible Note Facility
Agreement.
Tranche 1 Notes
On 20 January 2009, the Company issued convertible notes with a total
value of USD 1,000,000.00 ($1,536,570.37) under the Convertible Note
Facility Agreement.
Tranche 2 Notes
On 19 February 2009, the Company issued convertible notes with a
total value of USD 500,000.00 ($787,401.57) under the Convertible
Note Facility Agreement.
2.2.1.1. Convertible Note Facility Agreement
The Terms of the Convertible Note Facility Agreement include:
(i). Total
facility USD 1,500,000.00;
(ii).
Maturity date is three years commencing the first drawdown date (20
January 2009);
(iii).
Conversion rate to Shares is 40 cents per Share, subject to
anti-dilution provisions;
(iv). The
conversion rate to Shares is converted into US dollars at the
exchange rate determined by RCF using its usual market practice;
(v). RCF
may at any time convert all (or part) of the loan principal
outstanding into Shares, during the conversion period commencing the
first drawdown until one day prior to the maturity date;
(vi). Subject
to anti-dilution provisions, RCF may elect to receive any quarterly
interest payment in Shares at the five day VWAP price per Share,
calculated on the trading day that immediately precedes the
applicable interest payment date;
(vii). Coupon
rate is 12% per annum;
(viii). 2%
establishment fee payable by issuing 112,500 Shares to RCF; and
(ix).
Security is a second ranking floating charge.
2.2.1.2. Prepayment
With at least 10 business days notice, but not within 60 days of the
loan maturity date (20 January 2012), the Company may voluntarily
prepay all (but not part) the loan principal outstanding. In addition
to payment of the whole loan principal and any interest outstanding,
the Company must also grant to RCF the number of Options determined
by converting the total principal outstanding at the conversion rate
of 40 cents per Option. Each Option has the right to purchase one
Share for 40 cents each at any time during the period commencing the
option grant date and ending on the loan maturity date.
2.2.1.3. Anti-dilution provisions
Anti-dilution provisions of the Convertible Note Facility Agreement
include:
Shares placement
If and whenever there shall be issued (otherwise than as a Share
rights issue) wholly for cash or for no consideration any Shares
(other than Shares issued pursuant to a conversion or on the exercise
of any rights of conversion into, or exchange or subscription for or
purchase of, Shares) or issue or grant (otherwise than as a Share
rights issue) wholly for cash or for no consideration any options,
warrants or other rights to subscribe for or purchase any Shares
(other than the convertible notes), in the case of the first such
issue of Shares following the date of this document at a price per
Share which is less than 35 cents per Share and in each case after
such first Share placement, at a price per Share which is less than
the current market price per Share on the date of the first public
announcement of the terms of issue of such securities the conversion
price shall be adjusted by multiplying the conversion price in force
immediately prior to such issue or grant by the following fraction:
(A+B) / (A+C) where:
A is the number of Shares in issue immediately before the issue of
such Shares or the grant of such options, warrants or rights;
B is the number of Shares which the aggregate consideration (if any)
receivable for the issue of such additional Shares or, as the case
may be, for the Shares to be issued or otherwise made available upon
the exercise of any such options, warrants or rights, would purchase
at such current market price per Share; and
C is the number of Shares to be issued pursuant to such issue of such
Shares or, as the case may be, the maximum number of Shares which may
be issued upon exercise of such options, warrants or rights
calculated as at the date of issue of such options, warrants or
rights.
Such adjustment shall become effective on the date of issue of such
additional Shares or, as the case may be, the grant of such options,
warrants or rights.
Assuming that the maximum number of Tranche 3 Shares included in this
Notice are issued and allotted, the conversion rate contained in the
Convertible Note Facility Agreement would decrease from 40 cents per
Share to 37 cents per Share.
2.2.2. 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 issues of 208,333 Tranche 1 Shares and 112,500 Tranche 2
Shares and the loan draw downs of USD 1,000,000.00 and USD 500,000.00
by issuing Tranche 1 Notes and Tranche 2 Notes respectively were
within the 15% prescribed limit when issued, Shareholder approval was
not obtained prior to the issues of those Shares and convertible
notes.
However, ASX Listing Rule 7.4 treats the issues of those Tranche 1
Shares, Tranche 2 Shares, Tranche 1 Notes, and Tranche 2 Notes 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 Shareholders
subsequently approve them.
Those issues did not breach ASX Listing Rule 7.1.
Under Resolutions 1, 2, 3 and 4, the Company seeks the ratification
by the Shareholders of the issues and allotments of the Tranche 1
Shares and Tranche 2 Shares; and the issues of Tranche 1 Notes and
Tranche 2 Notes with the terms and conditions set out in the
Convertible Note Facility Agreement, so as to 'refresh' the effect of
ASX Listing Rule 7.1 on any further issues of securities in the next
12 months.
2.2.3. Details of Tranche 1 Shares
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 8 December 2008
ASX Listing Rule 7.5.1: Number of Shares: 208,333
ASX Listing Rule 7.5.2: Issue Price: 60 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): Alchemy.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised:
Funds raised were applied to a capital raising advisory fee
($125,000.00) incurred by the Company.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.2.1 of this Notice.
2.2.4. Details of Tranche 2 Shares
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 19 January 2009
ASX Listing Rule 7.5.1: Number of Shares: 112,500
ASX Listing Rule 7.5.2: Issue Price: 40 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): RCF.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised:
Funds raised were applied to a 2% facility fee ($45,000.00) incurred
by the Company.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.2.2 of this Notice.
2.2.5. Details of Tranche 1 Notes
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 20 January 2009
ASX Listing Rule 7.5.1: Value of Convertible Loan drawdown USD
1,000,000.00 ($1,536,570.37)
If fully converted and subject to the anti-dilution clauses referred
to in section 2.2.1.3 of this Notice, the noteholder would convert:
(i). The
principal outstanding to 3,841,426 Shares; and
(ii). The
interest coupons into Shares at a conversion price equal to the 5-day
volume weighted average price of Company's shares for the 5 trading
days before the interest payment date.
ASX Listing Rule 7.5.2: Issue Price: Draw down USD 1,000,000.00
($1,536,570.37).
ASX Listing Rule 7.5.3: Terms of the securities:
The Terms of the Convertible Note Facility Agreement include:
(i).
Total facility USD 1,500,000.00;
(ii).
Maturity date is three years commencing the first drawdown date (20
January 2009);
(iii).
Conversion rate to Shares is 40 cents per Share, subject to
anti-dilution provisions;
(iv).
The conversion rate to Shares is also converted into US dollars at
the exchange rate determined by RCF using its usual market practice;
(v).
RCF may at any time convert all (or part) of the loan principal
outstanding into Shares, during the conversion period commencing the
first drawdown until one day prior to the maturity date;
(vi).
Coupon rate is 12% per annum;
(vii). 2%
establishment fee payable by issuing 112,500 Shares to RCF; and
(viii).
Security is a second ranking floating charge.
ASX Listing Rule 7.5.4: Allottee (basis): RCF.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised:
(i).
To provide working capital to the Company to be applied to ongoing
feasibility work at the Wetar project including the commissioning of
the 100,000 tonne test bio-leaching heap, the five tonne per day
copper cathode solution extraction / electrowinning plant and the
completion of the bankable feasibility study;
(ii).
To fund the Company's corporate, Wetar project exploration and
working capital requirements in accordance with the corporate budget;
and
(iii).
For any other purpose that RCF approves in writing from time to time.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.2.2 of this Notice.
2.2.6. Details of Tranche 2 Notes
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 19 February 2009
ASX Listing Rule 7.5.1: Value of Convertible Loan drawdown USD
500,000.00 ($787,401.57)
If fully converted and subject to the anti-dilution clauses referred
to in section 2.2.1.3 of this Notice, the noteholder would convert:
(i). The
principal outstanding to 1,968,504 Shares; and
(ii). The
interest coupons into Shares at a conversion price equal to the 5-day
volume weighted average price of Company's shares for the 5 trading
days before the interest payment date.
ASX Listing Rule 7.5.2: Issue Price: Draw down USD 500,000.00
($787,401.57).
ASX Listing Rule 7.5.3: Terms of the securities:
The Terms of the Convertible Note Facility Agreement include:
(i).
Total facility USD 1,500,000.00;
(ii).
Maturity date is three years commencing the first drawdown date (20
January 2009);
(iii).
Conversion rate to Shares is 40 cents per Share, subject to
anti-dilution provisions;
(iv).
The conversion rate to Shares is also converted into US dollars at
the exchange rate determined by RCF using its usual market practice;
(v).
RFC may at any time convert all (or part) of the loan principal
outstanding into Shares, during the conversion period commencing the
first drawdown until one day prior to the maturity date;
(vi).
Coupon rate is 12% per annum;
(vii). 2%
establishment fee payable by issuing 112,500 Shares to RCF; and
(viii).
Security is a second ranking floating charge.
ASX Listing Rule 7.5.4: Allottee (basis): RCF.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised:
(i).
To provide working capital to the Company to be applied to ongoing
feasibility work at the Wetar project including the commissioning of
the 100,000 tonne test bio-leaching heap, the five tonne per day
copper cathode solution extraction / electrowinning plant and the
completion of the bankable feasibility study;
(ii).
To fund the Company's corporate, Wetar project exploration and
working capital requirements in accordance with the corporate budget;
and
(iii).
For any other purpose that RCF approves in writing from time to time.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.2.2 of this Notice.
2.3. Resolution 5 - Ratification of Previous Share Issue (Tranche
3 Shares)
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 27 March 2009
ASX Listing Rule 7.5.1: Number of Shares: 6,400,000
ASX Listing Rule 7.5.2: Issue Price: 20 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):
The allottees were certain professional and sophisticated investors
unrelated to the Company.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised: The
funds raised by the issue and allotment of Tranche 4 Shares to the
Placement Investors will be applied to complete the Wetar feasibility
study, retire outstanding creditors and provide additional working
capital.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.2.3 of this Notice.
2.4. Resolution 6 - Participation in Share Placement by Placement
Shareholders (Tranche 4 Shares)
Pursuant to ASX Listing Rule 7.3, the following information is
provided regarding ASX Listing Rule 7.1 approval:
2.4.1. ASX Listing Rule 7.3.1: Maximum number
of securities to be issued and allotted pursuant to Resolution 6:
Up to 30,000,000 Tranche 4 Shares will be issued and allotted to
Placement Investors.
2.4.2. 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 Extraordinary General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.4.3. ASX Listing Rule 7.3.3: Issue price of
securities
The issue price is a cash issue price of 20 cents per Tranche 4
Share.
2.4.4. 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.
2.4.5. ASX Listing Rule 7.3.5: Terms of
securities
The Company will apply to the ASX to have Tranche 4 Shares 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.
2.4.6. 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 complete the Wetar
feasibility study, retire outstanding creditors and provide
additional working capital.
2.4.7. ASX Listing Rule 7.3.8: A voting
exclusion statement
A voting exclusion statement is included at paragraph 1.2.4 of this
Notice.
2.5. Resolution 7 - Conversion of the Fountain Market Conversion
Price Advance to Shares (Tranche 5 Shares)
2.5.1. ASX Listing Rule 10.13.1: Name of Person
Russell Fountain, a Director, or his nominee.
2.5.2. ASX Listing Rule 10.13.2: Maximum number of securities to
be issued and allotted
1,000,000 Tranche 5 Shares will be issued and allotted to Russell
Fountain or his nominee.
2.5.3. 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 Extraordinary General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.5.4. ASX Listing Rule 10.13.5: Issue price of securities
The issue price is 20 cents cash per Tranche 5 Share, which is the
same price as offered to Placement Shareholders under this Notice.
2.5.5. ASX Listing Rule 10.13.6: A voting exclusion statement
A voting exclusion statement is included at paragraph 1.2.5 of this
Notice.
2.5.6. 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 repay the Fountain
Market Conversion Price Advance
2.6. Resolution 8 - Conversion of the
Fountain Market Conversion Price Advance Interest to Shares (Tranche
6 Shares)
2.6.1. ASX Listing Rule 10.13.1: Name of Person
Russell Fountain, a Director, or his nominee.
2.6.2. ASX Listing Rule 10.13.2: Maximum number of securities to
be issued and allotted
30,136 Tranche 6 Shares will be issued and allotted to Russell
Fountain or his nominee.
2.6.3. 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 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 Extraordinary General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.6.4. ASX Listing Rule 10.13.5: Issue price of securities
The issue price is 20 cents cash per Tranche 6 Share, which is the
same price as offered to Placement Shareholders under this Notice.
2.6.5. ASX Listing Rule 10.13.6: A voting exclusion statement
A voting exclusion statement is included at paragraph 1.2.51.2.5 of
this Notice.
2.6.6. ASX Listing Rule 10.13.6A: Intended use of the funds
The funds raised by the issue and allotment of Tranche 6 Shares to
Russell Fountain or his nominee will be applied to repay interest on
the Fountain Market Conversion Price Advance
2.7. Resolution 9 - Conversion of the
Farmer Advance to Shares (Tranche 7 Shares)
2.7.1. ASX Listing Rule 10.13.1: Name of Person
Christopher Farmer, a Director, or his nominee.
2.7.2. ASX Listing Rule 10.13.2: Maximum number of securities to
be issued and allotted
397,514 Tranche 7 Shares will be issued and allotted to Christopher
Farmer 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 7 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 Extraordinary 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 20 cents cash per Tranche 7 Share, which is the
same price as offered to Placement Shareholders under this Notice.
2.7.5. ASX Listing Rule 10.13.6: A voting exclusion statement
A voting exclusion statement is included at paragraph 1.2.6 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 7 Shares to
Christopher Farmer or his nominee will be applied to repay the Farmer
Advance
2.8. Resolution 10 - Conversion of the
Farmer Advance Interest to Shares (Tranche 8 Shares)
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
11,979 Tranche 8 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 8 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 Extraordinary 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 20 cents cash per Tranche 8 Share, which is the
same price as offered to Placement Shareholders under this Notice.
2.8.5. ASX Listing Rule 10.13.6: A voting exclusion statement
A voting exclusion statement is included at paragraph 1.2.6 of this
Notice.
2.8.6. ASX Listing Rule 10.13.6A: Intended use of the funds
The funds raised by the issue and allotment of Tranche 8 Shares to
Christopher Farmer or his nominee will be applied to repay interest
on the Farmer Advance
2.9. Resolution 11 - Conversion of the De Belle Market Conversion
Price Advance to Shares (Tranche 9 Shares)
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
1,000,000 Tranche 9 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 9 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 Extraordinary 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 20 cents cash per Tranche 9 Share, which is the
same price as offered to Placement Shareholders under this Notice.
2.9.5. ASX Listing Rule 10.13.6: A voting exclusion statement
A voting exclusion statement is included at paragraph 1.2.7 of this
Notice.
2.9.6. ASX Listing Rule 10.13.6A: Intended use of the funds
The funds raised by the issue and allotment of Tranche 9 Shares to
Stephen de Belle or his nominee will be applied to repay the De Belle
Market Conversion Price Advance
2.10. Resolution 12 - Conversion of the De Belle Market Conversion
Price Advance Interest to Shares (Tranche 10 Shares)
2.10.1. ASX Listing Rule 10.13.1: Name of Person
Stephen de Belle, a Director, or his nominee.
2.10.2. ASX Listing Rule 10.13.2: Maximum number of securities to be
issued and allotted
30,136 Tranche 10 Shares will be issued and allotted to Stephen de
Belle or his nominee.
2.10.3. 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 10 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 Extraordinary General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.10.4. ASX Listing Rule 10.13.5: Issue price of securities
The issue price is 20 cents cash per Tranche 10 Share, which is the
same price as offered to Placement Shareholders under this Notice.
2.10.5. ASX Listing Rule 10.13.6: A voting exclusion statement
A voting exclusion statement is included at paragraph of this Notice.
2.10.6. ASX Listing Rule 10.13.6A: Intended use of the funds
The funds raised by the issue and allotment of Tranche 10 Shares to
Stephen de Belle or his nominee will be applied to repay interest on
the De Belle Market Conversion Price Advance
2.11. Resolution13 - Conversion of the
Thomson Advance to Shares (Tranche 11 Shares)
2.11.1. ASX Listing Rule 10.13.1: Name of Person
Robert Thomson, a Director, or his nominee.
2.11.2. ASX Listing Rule 10.13.2: Maximum number of securities to be
issued and allotted
500,000 Tranche 11 Shares will be issued and allotted to Robert
Thomson or his nominee.
2.11.3. 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 11 Shares to Robert Thomson or his nominee will occur on a
date or dates which is or are no later than one month after the date
of this Extraordinary General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.11.4. ASX Listing Rule 10.13.5: Issue price of securities
The issue price is 20 cents cash per Tranche 11 Share, which is the
same price as offered to Placement Shareholders under this Notice.
2.11.5. ASX Listing Rule 10.13.6: A voting exclusion statement
A voting exclusion statement is included at paragraph 1.2.8 of this
Notice.
2.11.6. ASX Listing Rule 10.13.6A: Intended use of the funds
The funds raised by the issue and allotment of Tranche 11 Shares to
Robert Thomson or his nominee will be applied to repay the Thomson
Advance
2.12. Resolution 14 - Conversion of the
Thomson Advance Interest to Shares (Tranche 12 Shares)
2.12.1. ASX Listing Rule 10.13.1: Name of Person
Robert Thomson, a Director, or his nominee.
2.12.2. ASX Listing Rule 10.13.2: Maximum number of securities to be
issued and allotted
15,068 Tranche 12 Shares will be issued and allotted to Robert
Thomson or his nominee.
2.12.3. 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 12 Shares to Robert Thomson or his nominee will occur on a
date or dates which is or are no later than one month after the date
of this Extraordinary General Meeting or such later time as deemed
appropriate by an ASX waiver.
2.12.4. ASX Listing Rule 10.13.5: Issue price of securities
The issue price is 20 cents cash per Tranche 12 Share, which is the
same price as offered to Placement Shareholders under this Notice.
2.12.5. ASX Listing Rule 10.13.6: A voting exclusion statement
A voting exclusion statement is included at paragraph 1.2.8 of this
Notice.
2.12.6. ASX Listing Rule 10.13.6A: Intended use of
the funds
The funds raised by the issue and allotment of Tranche 12 Shares to
Robert Thomson or his nominee will be applied to repay interest on
the Thomson Advance
2.13. Resolution 15 - Granting Options to
Robert Thomson
2.13.1. General
The Company proposes to issue 2,000,000 Options to Robert Thomson as
part of his remuneration package as an executive Director of the
Company, and to secure his ongoing commitment to the continued growth
of the Company.
In determining the number and terms of the Options to be issued to
Robert Thomson or his nominee, consideration was given to his
relevant experience and role as Director, his overall remuneration
terms including whether the Options constitute reasonable
remuneration in the circumstances, the current market price of Shares
and the terms of option packages granted to directors of other
companies within the sector in which the Company operates.
Shareholder approval for the issue of the Options to Robert Thomson
is required pursuant to ASX Listing Rule 10.11.
2.13.2. ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires a listed company to obtain
shareholder approval by ordinary resolution prior to the issue of
securities to a related party of the Company (which includes a
director).
Separate approval pursuant to ASX Listing Rule 7.1 is not required in
order to issue the Options to Robert Thomson, as approval is being
obtained under ASX Listing Rule 10.11. Shareholders should note that
the issue of securities to Robert Thomson will not be included in the
15% calculation for the purposes of ASX Listing Rule 7.1.
2.13.3. Technical Information Required by ASX
Listing Rule 10.13
ASX Listing Rule 10.13 sets out a number of matters which must be
included in a notice of meeting proposing an approval under ASX
Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the
following information is provided in relation to Resolution 15:
ASX Listing Rule 10.13.1: Name of person
Robert Thomson or his nominee
ASX Listing Rule 10.13.2: Maximum number of securities to be issued
to the person
2,000,000 Options
ASX Listing Rule 10.13.3: Date by which the securities are to be
issued
The Options will be issued no later than one (1) month after the date
of the Extraordinary General Meeting (or such later date as permitted
by any ASX waiver or modification of the ASX Listing Rules) and it is
anticipated that allotment will occur on the same date.
ASX Listing Rule 10.13.4: Nature of relationship
Robert Thomson is an executive Director of the Company.
ASX Listing Rule 10.13.5: Issue price of the securities and a
statement of terms of issue
Each Option will entitle the holder to subscribe for one Share in the
Company. The Option terms include:
(i).
The Options may be exercisable at any time commencing the Vesting
Dates and prior to the date 5 years after the date of granting the
Options (Expiry Date).
(ii).
However, all or any of the Options may be exercised at any time
during the period commencing the issue date and prior to the Expiry
Date and after the date upon which:
a) offers are made pursuant to a takeover scheme or a
takeover announcement for Shares; or
b) any notice is dispatched to members of the Company in
relation to a meeting to approve a compromise or arrangement proposed
for the purposes of or in connection with a scheme for the
reconstruction of the Company or its amalgamation with any other
company or companies; or
c) a notice is given to members of the Company of a
proposed resolution for the voluntary winding-up of the Company.
(iii).
The Options proposed to be issued will vest and become exercisable on
each of the Vesting Dates.
(iv).
Vesting Dates: means the dates as follows:
a) 750,000 options vesting on completion of the Wetar
definitive feasibility study, evidenced by securing funding
sufficient to proceed to the development phase of the full scale
project, and
b) 1,250,000 options vesting on the commencement of
commercial production from the Full Scale Wetar Copper Project.
(v).
Full Scale Wetar Copper Project: means the Wetar copper project
commissioned to produce the rate approved by the Board following
completion of a feasibility study.
(vi).
Each Option will be issued free.
(vii).
Options not exercised on or before the Expiry Date will automatically
lapse.
(viii). The
exercise prices of each Option is 30 cents per Share.
(ix). A
minimum of 100,000 Options may be exercised.
(x).
Options may only be exercised by notice in writing to the Board
delivered to the registered office of the Company.
(xi).
The notice is only effective (and only becomes effective) when the
Company has received value for the full amount of the exercise price
(for example, if the exercise price is paid by cheque, by clearance
of that cheque).
(xii). All
Shares allotted upon exercise of Options rank pari passu in all
respects with Shares previously issued and, in particular, entitle
the Holders to participate fully in:
a) Dividends declared by the Company after the date of
allotment; and
b) All issues of securities made or offered pro rata to
holders of Shares.
(xiii). The
Company will not apply for official quotation by ASX of any Options.
(xiv). The
Company must apply for official quotation of all Shares allotted
pursuant to the exercise of these Options not later than 10 business
days after the date of allotment (or within such lesser period (if
any) as may be required by the ASX Listing Rules).
(xv).
Option holders may only participate in entitlements issues of
securities to holders of Shares if an Option has been exercised and
Shares allotted in respect of the Option before the record date for
determining entitlements to the issue. The Company must give at least
nine Business Days' notice (or such greater period of notice (if any)
as may be required by the Listing Rules) to Holders of any new issue
before the record date for determining entitlements to the issue in
accordance with the ASX Listing Rules.
(xvi).
There will be no increase in the number of Shares over which any
Option is exercisable or any adjustment in the exercise price of any
Option in consequence of any bonus issue or any pro rata issue to
Shareholders.
(xvii). If,
prior to the expiry or lapse of any Options, there is a
reorganisation of the issued capital of the Company, those Options
will be reorganised to the extent necessary to comply with the ASX
Listing Rules.
ASX Listing Rule 10.13.6A: Intended use of the funds
The Options will be issued for no cash consideration and otherwise
for the reasons set out in Section 2.13 of this Explanatory
Statement. No funds will be raised from the issue of the Options to
Robert Thomson or his nominee.
ASX Listing Rule 10.13.6: Voting exclusion statement
A voting exclusion statement is included at paragraph 1.2.8 of this
Notice.
2.13.4. Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act regulates the provision of
financial benefits to related parties by a public company. Section
208 of the Corporations Act prohibits a public company giving a
financial benefit (which includes options) to a related party (which
includes a Director) without prior shareholder approval unless one of
a number of exceptions applies.It is the Directors view that the
exception set out in Section 211(benefits that are reasonable
remuneration) applies in this case
2.13.5. Additional Information
The following additional information is provided to enable
Shareholders to assess the proposed issue of the Options to Robert
Thomson or his nominee:
The related party to whom the financial benefit will be given
Robert Thomson or his nominee.
The nature of the financial benefits
2,000,000 Options, each to subscribe for one Share.
Director's recommendations
Robert Thomson declines to make a recommendation to Shareholders in
relation to Resolution 15 due to his material personal interest in
the outcome of the Resolution. Russell Fountain, Christopher Farmer,
Stephen de Belle, Stephen Lonergan and T Quinn Roussel each recommend
that Shareholders vote in favour of Resolution 15 as they are of the
view that the issue of the Options to Robert Thomson or his nominee
is an appropriate form of reasonable remuneration to provide him with
an incentive to maximise returns to Shareholders. The Directors are
not aware of any other information that would be reasonably required
by Shareholders to allow them to make a decision whether it is in the
best interests of the Company to pass Resolution 15.
Director's interest in resolution
None of Russell Fountain, Christopher Farmer, Stephen de Belle,
Stephen Lonergan or Thomas Quinn Roussel has an interest in
Resolution 15.
If Resolution 15 is passed, Robert Thomson or his nominee will
receive Options to subscribe for Shares in the Company.
All other relevant information
Remuneration generally: As at the date of this Notice, the annual
remuneration payable to Robert Thomson as Directors' fees for his
services is $NIL.
During the previous financial year Robert Thomson received $NIL as
Directors' fees for his services to the Company.
Under a consultancy agreement entered into with an entity related to
Mr. Thomson prior to his appointment as a Director, the Company pays
A$1,000 per day for Mr. Thomson's services. Pursuant to the
agreement, the fees paid and payable by the Finders group for Mr.
Thomson's services up to 31 March 2009 total A$126,500
Director's current interests: As at the date of this Notice, Robert
Thomson:
(i).
Indirectly holds 13,428 Shares; and
(ii).
On 14 January 2009 advanced the Company an unsecured fully
subordinated loan totalling $100,000.00 with interest payable at the
rate of 10% per annum which will be converted to an aggregate of
15,068 Shares if Resolutions 13 and 14 are approved by the EGM.
Dilution effect: If Shareholders approve the issue of the Options to
Robert Thomson or his nominee, and all of the Options are exercised
by Robert Thomson or his nominee, the effect will be to dilute the
shareholding of existing Shareholders by approximately 2.4% on an
undiluted basis (based on 84,164,335 Shares being on issue).
Share trading prices in the past 12 months: in the 12 months
preceding the date of this Notice, the highest, lowest and last
trading price of Shares on the ASX are as set out below:
+-----------------+
| | Cents |
|---------+-------|
| Highest | 120.0 |
|---------+-------|
| Lowest | 16.5 |
|---------+-------|
| Last | 30.0 |
+-----------------+
Valuation of Options: The Options have been valued by internal
management of the Company using the Black-Scholes pricing model and
based upon the following assumptions:
(i).
The valuation date for the Options is 2 April 2009, although the
Options will not be granted until the Shareholders have approved the
grant of these Options;
(ii).
The market price of a Share quoted on the ASX as at 2 April 2009 was
30.0 cents;
(iii).
The exercise price of the Options is 30.0 cents;
(iv).
The Options expire on the date 5 years after the date of granting the
Options;
(v). A
risk free rate of 3.27% (being an estimate of the 5 year government
bond rate);
(vi). A
volatility rate of 76.8% has been applied after considering the
industry volatility for the past twenty-two months on a daily basis;
(vii).
The Options will not be listed on the ASX; and
(viii). The
valuation ranges noted below are not necessarily the market price
that the Options could be traded at and it is not automatically the
market prices for taxation purposes.
(ix).
Based on the above assumptions, the value of each Option to be issued
to Robert Thomson or his nominee is as follows:
+---------------------------------------+
| | Cents |
|-------------------------------+-------|
| Value of Options (per Option) | 18.2 |
+---------------------------------------+
3. APPOINTMENT OF A PROXY FORM
If appointing a Proxy to attend the Extraordinary 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 Extraordinary General Meeting to be held at 10 am
(Sydney time) on 4 May 2009 at Finders Resources Limited, Suite 51,
Level 3, 330 Wattle Street, Ultimo NSW 2007 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 ratify issue of
208,333 Shares.
Resolution 2: To ratify issue of
112,500 Shares.
Resolution 3: To ratify issue of Notes
totalling USD 1,000,000.
Resolution 4: To ratify issue of Notes
totalling USD 500,000.
Resolution 5: To ratify issue of
6,400,000 Shares.
Resolution 6: To approve the placement
of up to 30,000,000 Shares.
Resolution 7: To approve the placement
of 1,000,000 Shares to Russell
Fountain.
Resolution 8: To approve the placement
of 30,136 Shares Russell Fountain.
Resolution 9: To approve the placement
of 397,514 Shares to Christopher
Farmer.
Resolution 10: To approve the placement
of 11,979 Shares to Christopher Farmer.
Resolution 11: To approve the placement
of 1,000,000 Shares to Stephen de
Belle.
Resolution 12: To approve the placement
of 30,136 Shares to Stephen de Belle.
Resolution 13: To approve the placement
of 500,000 Shares to Robert Thomson.
Resolution 14: To approve the placement
of 15,068 Shares to Robert Thomson.
Resolution 15: To approve the granting
of 2,000,000 Options to Robert Thomson.
*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 2009
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, 1 May 2009, 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 Extraordinary
General Meeting to commence at 10 am on 4 May 2009 and any
adjournment thereof.
Dated this ________________ day of _______________________________
2009
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 Extraordinary General Meeting which this appointment
accompanies or handed in at the Extraordinary General Meeting when
registering as a company representative. In either case, the
authority will be retained by the Company.
=--END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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