NOTICE OF ANNUAL GENERAL MEETING
Shareholders are advised that the 2007 Annual General Meeting (AGM) of Murchison United NL ("Company") will be held
on Thursday 29th November 2007 in the West End 2 Room, Level 1, at the Rydges Hotel Perth, Cnr Hay and King Streets
Perth, Western Australia commencing at 10.30 am (Perth Time).
ORDINARY BUSINESS
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Financial Report of the Company and the reports of the Directors and Auditors for the year
30 June 2007.
2. RESOLUTION 1 - RE-ELECTION OF DIRECTOR - C D GRANNELL
To consider and, if thought fit, pass as an ordinary resolution the following:
"That Mr. David Grannell, a Director being rotated in accordance with Clause 9.1(e)(1) of the Company's
Constitution, being eligible, be re-elected as a Director of the Company."
3. RESOLUTION 2 - REMUNERATION REPORT
To consider and, if thought fit, pass as a non binding ordinary resolution the following:
"That the remuneration report contained in the Directors' Report for the year ended 30 June 2007 be
adopted by the Company."
4. RESOLUTION 3 - RATIFICATION OF ISSUE OF SHARES
To consider and, if thought fit, pass as an ordinary resolution the following:
"That approval is given under Rule 7.4 of the ASX Listing Rules and for all other purposes for the issue
on 17 July 2007 of 7,671,531 fully paid ordinary shares in the Company each at an issue price of A$0.11
to sophisticated investor clients of DJ Carmichael and Hartleys Limited."
Voting Exclusion Statement
The Company will disregard any votes cast on this resolution by any person who has participated in the issue and
any associates of those persons, if the resolution is passed.
However, the Company need not disregard a vote if:
* 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
* it is cast by 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.
5. RESOLUTION 4 - GRANT OPTIONS TO BOSSE GUSTAFSSON
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That for the purpose of ASX Listing Rule 10.11, the Shareholders approve the grant to Bosse Gustafsson (or
his nominees) of 5,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms
and conditions in the Explanatory Memorandum attached to and forming part of this Notice."
Voting Exclusion Statement
The Company will disregard any votes cast on this resolution by Bosse Gustafsson and any of his associates.
However, the Company need not disregard a vote if:
* 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
* it is cast by 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.
EXPLANATORY MEMORANDUM
Shareholders should read the Explanatory Memorandum accompanying this Notice for further information regarding the
resolutions.
PROXIES
A Shareholder who is entitled to vote at the meeting has a right to appoint a proxy and should use the proxy form
enclosed with this notice. The proxy need not be a Shareholder.
A Shareholder who is entitled to cast 2 or more votes may appoint two proxies and may specify the proportion or number
of votes each proxy is appointed to exercise. If two proxies are appointed and the appointment does not specify the
proportion or number of votes that the proxy may exercise, section 249X of the Corporations Act 2001 takes effect so
that each proxy may exercise half of the votes (ignoring fractions).
A proxy's authority to speak and vote for a Shareholder at the meeting is suspended if the Shareholder is present at
the meeting.
The proxy form must be signed and dated by the Shareholder or the Shareholder's attorney. Joint Shareholders must each
sign.
Proxy forms and the original or a certified copy of the power of attorney, (if the proxy form is signed by an
attorney) must be received by Murchison United NL:
* At GPO Box 2870, West Perth, Western Australia 6872 or
* On fax number +618 9322 4073,
no later than 10.30 am (Perth time) on Tuesday 27 November 2007.
BODIES CORPORATE
A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise
at meetings of the Shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the
representative may exercise all of the powers that the appointing body could exercise or in voting on a resolution.
POINT AT WHICH VOTING RIGHTS ARE DETERMINED
It has been determined that under the Corporations Regulations 7.11.37, for the purposes of the Annual General
Meeting, Shares will be taken to be held by the persons who are the registered holders at 4.00pm (Perth time) on 27
November 2007. Accordingly, Share transfers registered after that time will be disregarded in determining
entitlements, to attend and vote at the meeting.
By order of the Board
M D Reilly
Company Secretary
22 October 2007
PROXY FORM
To: The Company Secretary Address: GPO Box 2870
Murchison United NL West Perth WA 6872
Australia
Facsimile: +618 9322 4073
I/We (name of shareholder) ............................................
Of (address)....................................................
Being a member/members of Murchison United NL hereby appoint:
(name)......................................................
of (address).....................................................
or failing that person then the Chairman of the Annual General Meeting as my/our proxy to attend and vote for me/us
on my/our behalf at the Annual General Meeting of Murchison United NL to be held in the West End 2 Room, Level 1,
The Rydges Hotel Perth, Cnr Hay & King Streets, Perth, WA on 29th November 2007 at 10.30 am (Perth time), and at
any adjournment of that meeting.
This form is to be used in accordance with the directions below. Unless the proxy is directed, he or she may
vote or abstain as he or she thinks fit. In relation to any undirected proxies, the Chairman intends voting
for all resolutions being put forward at the Annual General Meeting. If the Chairman of the meeting is your
nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on a
resolution below, please place a mark in this box. By marking this box, you acknowledge that the Chairman
may exercise your proxy even if he has an interest in the outcome of a resolution and votes cast by him
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 Chairman of the meeting will not cast your votes and your
votes will not be counted in computing the required majority if a poll is called on this item. The Chairman
of the meeting intends to vote undirected proxies in favour of all resolutions.
For Against Abstain
Resolution 1 Re-elect C D Grannell
Resolution 2 To adopt the Remuneration Report for year ended 30 June 2007
Resolution 3 Ratification of Issue of Shares
Resolution 4 Granting of options to Bosse Gustafsson
If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is.........%.
(An additional proxy form will be supplied by the Company on request).
Dated this.............................day of .........................2007
If the shareholder is an individual:
Signature: ...................................................
Name: ...................................................
If the Shareholder is a Company:
Affix common seal (if required by Constitution)
.........................................................
Director/Sole Director and Secretary Director/Secretary
Instructions for Appointment of Proxy
A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies.
If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the
Shareholder's votes each proxy may exercise half of the votes.
Every Shareholder present in person or by proxy shall on a show of hands have one vote. On a poll every Shareholder
present in person or by proxy, attorney or representative shall have one vote for each Share held.
The instrument in appointing a proxy shall be in writing under the hand of the appointer or of his or her attorney
duly authorised in writing or, if the appointer is a corporation, either under seal or under hand of an officer or
attorney duly authorised in writing. A proxy need not be a Shareholder.
The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or
a notarially certified copy of that power or authority must be received by the Company at the office of the
Company, GPO Box 2870, West Perth, Western Australia 6872, or by facsimile on +618 9322 4073 by no later than 10.30
am (Perth time), 27 November 2007.
EXPLANATORY MEMORANDUM TO ACCOMPANY THE NOTICE OF ANNUAL GENERAL MEETING
1. Introduction
This Explanatory Memorandum has been prepared for the Shareholders of Murchison United NL in connection
with the Annual General Meeting of the Company to be held at 10.30 am (Perth time) on Thursday 29th
November 2007, in the West End 2 Room, level 1 at the Rydges Hotel Perth, Cnr Hay & King Streets, Perth,
Western Australia.
2 Financial Statements and Reports
There is no requirement for Shareholders to approve the Financial Statements and Reports.
Shareholders will be offered the following opportunities:
(a) Discuss the Financial Statements and Reports for the financial year ended 30 June 2007 which is online at
http:// http://www.munl.com.au.
(b) Ask questions or make comment on the management of the Company.
(c) Ask the auditor questions about the conduct of the audit and the preparation and content of the
auditor's report.
In addition to taking questions at the meeting, written questions to the Chairman about the management of
the Company, or to the Company's auditor about:
(a) the preparation and content of the auditor's report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements;
and
(d) the independence of the auditor in relation to the conduct of the audit
may be submitted no later than 5 business days before the meeting to the Company Secretary at the Company's
registered office.
3. Resolution 1 - Re-election of C D Grannell
Mr. C D Grannell was appointed as a Director on 4 April 2005. Under the Company's Constitution any
Director who at the conclusion of the meeting will have been in office for 3 or more Annual General
Meetings since he was elected to office, or failing that, the longest serving Director, must retire. Mr.
Grannell holds office until this meeting, and being eligible, offers himself for re-election.
Information on Mr. C D Grannell is contained in the Company's annual report.
4. Resolution 2 - Remuneration Report
The Directors Report for the year ended 30 June 2007 contains a remuneration report, which sets out the
policy for the remuneration of the Directors and Executives of the Company.
Under section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to
the vote of Shareholders. The Annual Report for the period ended 30 June 2007 contains a Remuneration
Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in
place for the executive and non-executive Directors.
Section 250R(3) of the Corporations Act provides that resolution 2 is advisory only and does not bind the
Directors. Of itself, a failure of Shareholders to pass Resolution 2 will not require the Directors to
alter any of the arrangements in the Remuneration Report, however the Board will take the outcome of the
vote into consideration when considering the remuneration policy.
The Chair of the meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or
make comments on the Remuneration Report.
4. Resolution 3 - Ratification of Issue of Shares
On 17 July 2007 the Company successfully completed a placement of 67,671,531 Shares each at A$0.11 per
Share to raise A$7,443,868 before costs. Approval of shareholders was obtained at the General Meeting held
on 13 July 2007 for the issue of 60,000,000 shares at A$0.11. The purpose of this resolution is to ratify
the additional 7,671,531 Shares at A$0.11 issued on 17 July 2007 to complete the placement which are in
addition to those approved by members on 13 July 2007.
ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an
issue of equity securities if the securities will, when aggregated with the securities issued by the
Company during the previous 12 months, exceed 15% of the number on issue at the commencement of that 12
month period.
Under ASX Listing Rule 7.4, an issue of securities made without approval under ASX Listing Rule 7.1 is
treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if each of the following
applies:
(a) the issue did not breach ASX Listing Rule 7.1; and
(b) holders of the ordinary securities subsequently approve it.
The issue of the 7,671,531 Shares did not breach ASX Listing Rule 7.1 because the Shares, when aggregated
with the securities issued by the Company during the previous 12 months (other than securities issued with
shareholder approval) did not exceed 15% of the number of securities on issue at the commencement of that
12 month period as calculated under the formula set out in ASX Listing Rule 7.1. However, the Company now
seeks Shareholder ratification of the issue of the 7,671,531 Shares pursuant to ASX listing Rule 7.4 in
order to reinstate the Company's capacity to issue up to 15% of its issued capital, if required, in the
next 12 months without Shareholder approval.
ASX Listing Rule 7.5 requires information to be provided to Shareholders as follows:
(a) 7,671,531 Shares were allotted.
(b) Shares were each issued at A$0.11
(c) The Shares were allotted to sophisticated clients of DJ Carmichael and Hartleys Limited
(Stockbrokers). None of the allottees are related parties of the Company.
(d) The Shares rank equally in all respects with the existing Shares on issue.
(e) The funds raised are to be used for:
i. exploration programs at the Company's uranium projects in Guinea and Mauritania;
ii. evaluation of alternatives for progressing and realising value from the Company's
Millenium copper project in Queensland, Australia and its joint venture interest in
the Maroochydore copper project in Western Australia; and
iii. ongoing investigation of other resource opportunities in Australia and
internationally.
(f) A voting exclusion statement is included in the Notice of Annual General Meeting.
5. Resolution 4 -Grant of Options to Bosses Gustafsson
The grant of Options to Mr Gustafsson (or his nominee) is considered to be commercially appropriate to
recognise Mr Gustafsson's contribution to the Company and to incentivise him to grow the Company into the
future for the benefit of all Shareholders. The Options will form part of Mr Gustafsson's remuneration
which the Directors (other than Mr Gustafsson) have satisfied themselves is reasonable.
The Options to be granted are in addition to Mr Gustafsson entering into an agreement with the Company, to
act as a Technical Director effective from the 3 October 2006. Under resolution 4, it is proposed that Mr
Gustafsson be granted 5,000,000 Options, with an exercise price of A$0.11. In the 12-month period before
the date of this Notice and Explanatory Memorandum, the highest price of Shares on ASX was A$0.17 on 18
June 2007 and the lowest price was $0.055 on the 3 November 2006. The closing price on the day before the
date of this Notice was $0.13.
The right to exercise the Options is dependant on Mr Gustafsson completing 12 months' continuous service as
a Director (commencing from the date the Options are issued). All unexercised Options expire 5 years from
the date of the grant. If Mr Gustafsson ceases to be a Director, he may exercise any remaining unexercised
Options within 6 months of cessation.
ASX Listing Rule approval
Shareholder approval is sought under Listing Rule 10.11, which provides that a Company must not issue
securities (including options) to a related party of the company, such as a director, without the company
obtaining shareholder approval.
As approval for the issue of the Options to Mr Gustafsson is sought under ASX Listing Rule 10.11, approval
of the issue of the Option is not required under ASX Listing Rule 7.1. The Options issued to Mr Gustafsson
will not limit the ability of the Company to issue securities under ASX Listing Rule 7.1.
ASX Listing Rule 10.13 requires information to be provided to Shareholders as follows to enable them to
assess the merits of resolution 4:
(a) The Options will be granted to Mr Gustafsson, or his nominees;
(b) 5,000,000 Options is the maximum number of Options to be granted to Mr Gustafsson.
(c) The Company will issue the Options no later than one month after the date of the meeting (or such
longer period of time as ASX may in its discretion allow).
(d) Each Option will be issued for nil consideration. Each Option entitles the holder to subscribe for
one (1)Share at an exercise price of $0.11, exercisable on or before that date which is 5 years from
the date of grant. The Options are transferable and will not be quoted on ASX. Further terms and
conditions of the Incentive Options are in Annexure A.
(e) A voting exclusion statement is included in this Notice.
(f) No funds will be raised by the issue of the Options as they are being issued for nil consideration.
Directors' Recommendation
Given that Mr Gustafsson has an interest in the outcome of resolution 4, he declines to make a
recommendation to Shareholders in this regard. All the remaining Directors being Mr. Glenn Featherby, Mr.
Mark Reilly and Mr. David Grannell, considered to be independent Directors, consider that the issue of the
Options to Mr. Gustafsson is in the best interests of the Company and recommends to Shareholders that they
pass the resolution as presented.
6. Definitions and Interpretation
In this Explanatory Memorandum, the following terms have the following meaning unless the context otherwise
requires:
"AIM" means the Alternative Investment Market of the London Stock Exchange.
"Annexure" means an annexure to this Explanatory Memorandum.
"ASIC" means Australian Securities and Investments Commission.
"ASX" means ASX Limited ABN 98 008 624 691 and where the context permits the Australian
Securities Exchange operated by ASX Limited.
"ASX Listing Rules" means the Listing Rules of ASX and "Listing Rules" has an identical meaning.
"Board" means the board of directors of the Company.
"Business Day" means any day that is not a Saturday, Sunday or a public holiday in Western
Australia.
"Company" means Murchison United NL ACN 009 087 852.
"Constitution" means the constitution of the Company.
"Corporations Act" means the Corporations Act 2001 (Commonwealth) and all regulations made pursuant
to such legislation, as amended from time to time.
"Director" means a director of the Company.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a member of the Company, as defined in the Constitution of the Company.
Terms used in this Explanatory Memorandum have the same meaning as in the Corporations Act unless the
context otherwise requires.
ANNEXURE A
MURCHISON UNITED NL DIRECTORS' OPTIONS
It is proposed to grant 5,000,000 options to Technical Director Mr. Bosse Gustafsson (or his nominee), as follows:-
The options, if approved by the meeting, will be issued no later than one month after the date of the meeting (or
such longer period of time as ASX may in its discretion allow).
Terms and Conditions
The terms and conditions for these options are set out below.
1. Exercise Date
The Options are exercisable wholly or in part at any time from one year after grant and before 5:00 pm
(WST) on the date 5 years after grant ("expiry date"). Options not exercised by that date shall lapse. If
Mr Gustafsson ceases to be a Director, he may exercise any remaining unexercised Options within 6 months of
cessation.
2. Exercise Price
Each option shall entitle the Optionholder to acquire one fully paid ordinary share in the Company
("Share") upon payment of the sum of A$ 0.11.
3. Notice of Exercise
Each option may be exercised at any time before the expiry of the Options by the Optionholder completing
and forwarding to the Company a notice of exercise and payment of the Exercise Price for each Option being
exercised. Any notice of exercise of an Option received by the Company will be deemed to be a notice of
the exercise of the Option on the first business day after the date of receipt of the notice. Cheques
shall be in Australian currency made payable to the Company and crossed "Not Negotiable".
4. No Quotation of Options
Application will not be made by the Company to ASX or the AIM Board of the LSE for official quotation of
the Options.
5. Quotation of Shares on Exercise
Application will be made for official quotation of the Shares issued upon exercise of Options. The Company
will not be under any obligation to ensure that such Shares will be officially quoted.
6. Non-Transferable
The Options are not transferable, except to an Associate of the holder.
7. Participation Rights or Entitlements
There are no participating rights or entitlements inherent in the Options and Optionholders will not be
entitled to participate in new issues of securities offered to shareholders before the expiry of the
Options. However, the Company will ensure that for the purpose of determining entitlements as to any such
issue, the record date will be at least 10 business days after the issue is announced so as to give
Optionholders the opportunity to exercise their Options before the date for determining entitlements to
participate in any issue.
8. Shares Allocated on Exercise.
Shares allocated pursuant to the exercise of Options will be allotted following receipt of all the relevant
documents and payments and will rank equally with all other Shares on issue.
9. Reconstruction of Share Capital
If at any time before the expiry of the Options there is a reconstruction (including consolidation,
subdivision, reduction or return) of the issued capital of the Company, all rights of the Optionholder
shall be reconstructed in accordance with the ASX Listing Rules.
10. Pro Rata Issue
Listing Rule 6.22 does not apply to the Options.
Murchison United N.L
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