Notice of General Meeting
Released
Released
Announcement PDF
18 August 2025
Dear Shareholder,
GENERAL MEETING OF SHARHOLDERS AND ELECTRONIC COMMUNICATION
Variscan Mines Limited [ASX:VAR] (the Company) is convening a General Meeting (Meeting) to be held at
the offices of Automic Share Registry Level 5, 126 Phillip St, Sydney NSW on Wednesday, 17 September 2025
at 11:00am (EST).
Notice of Meeting
The Company will not be sending physical copies of the Notice of Meeting, and accompanying Explanatory
Memorandum (Meeting Materials), to shareholders unless they have made a valid election to receive
documents in physical form copy.
A copy of the Meeting Materials will be available electronically under the “ASX announcements” section of
Variscan’s website at https://variscan.com.au/announcements or at ASX (https://www2.asx.com.au)
(ASX:VAR).
Voting
As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for
your convenience. Shareholders are encouraged to complete and lodge their proxies online or otherwise in
accordance with the instructions set out in the proxy form and the Notice.
Your proxy voting instruction must be received by 11.00 am (EST) on Monday, 15 September 2025, being not
less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after
that time will not be valid for the Meeting.
The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you
should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.
For further information on the online proxy lodgment process, please contact the Company’s Share Registry,
Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664 (within
Australia) or +61 2 9698 5414 (overseas).
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at
mark.pitts@automicgroup.com.au.
Electronic Communications
Shareholders who wish to update their details to receive communications and notices electronically can do
so by visiting the Company’s share registry website at https://www.automicgroup.com.au or email Automic
Share Registry at hello@automic.com.au. This method allows the Company to keep you informed without
delay, is environmentally friendly, and reduces the Company’s print and mail costs.
Sincerely,
Mark Pitts
Company Secretary
VARISCAN MINES LIMITED
ACN 003 254 395
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME:
11:00 am (EST)
DATE:
17 September 2025
PLACE:
5th Floor, 126 Phillip Street, Sydney NSW 2000
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001
(Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at
5:00pm (EST) on 15 September 2025.
BUSINESS OF THE MEETING
AGENDA
1.
RESOLUTION 1– RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 117,428,656 Shares to Placement Participants on the terms and
conditions set out in the Explanatory Statement.”
2.
RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 1 PLACEMENT OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to 58,714,328 Options to Placement Participants, on the
terms and conditions set out in the Explanatory Statement.”
3.
RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SECURITIES
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to 332,571,400 Shares, together with one (1) free
attaching Option for every two (2) Shares subscribed for and issued to Placement
Participants, on the terms and conditions set out in the Explanatory Statement.”
4.
RESOLUTION 4 – APPROVAL TO ISSUE PLACEMENT SECURITIES TO STEWART DICKSON
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is
given for the Company to issue up to 13,000,000 Shares and 6,500,000 Options to
Stewart Dickson (or his nominee(s)) on the terms and conditions set out in the
Explanatory Statement.”
5.
RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO LEAD MANAGER
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to 125,325,357 Options to Alpine Capital Pty Limited (or
its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6.
RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO VAUGHAN THALES KENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to 51,301,370 Shares and 25,650,685 Options to
Vaughan Thales Kent (or his nominee(s)) on the terms and conditions set out in the
Explanatory Statement.”
6694-01/3737897_17
2
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 1 – Ratification of prior
issue of Placement Shares
Placement Participants or any other person who participated in the issue or
an associate of that person or those persons.
Resolution 2 – Approval to issue
Tranche 1 Placement Options
Placement Participants or any other person who is expected to participate
in, or who will obtain a material benefit as a result of, the proposed issue
(except a benefit solely by reason of being a holder of ordinary securities in
the Company) (namely Placement Participants) or an associate of that
person (or those persons).
Placement Participants or any other person who is expected to participate
in, or who will obtain a material benefit as a result of, the proposed issue
(except a benefit solely by reason of being a holder of ordinary securities in
the Company) (namely Placement Participants) or an associate of that
person (or those persons).
Stewart Dickson (or his nominee(s)) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a benefit
solely by reason of being a holder of ordinary securities in the Company) or
an associate of that person or those persons.
Alpine Capital Pty Limited (or its nominee(s)) or any other person who is
expected to participate in, or who will obtain a material benefit as a result
of, the proposed issue (except a benefit solely by reason of being a holder
of ordinary securities in the Company) or an associate of that person (or
those persons).
Vaughan Thales Kent (or his nominee(s)) or any other person who is
expected to participate in, or who will obtain a material benefit as a result
of, the proposed issue (except a benefit solely by reason of being a holder
of ordinary securities in the Company) or an associate of that person (or
those persons).
Resolution 3 – Approval to issue
Tranche 2 Placement Securities
Resolution 4 – Approval to issue
Placement Securities to Stewart
Dickson
Resolution 5 – Approval to issue
Options to Lead Manager
Resolution 6 – Approval to issue
Securities to Vaughan Thales Kent
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chair to vote on the Resolution as the Chair
decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the beneficiary is
not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
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3
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
•
each Shareholder has a right to appoint a proxy;
•
the proxy need not be a Shareholder of the Company; and
•
a Shareholder who is entitled to cast two or more votes may appoint two proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
•
if proxy holders vote, they must cast all directed proxies as directed; and
•
any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 419 700 493.
6694-01/3737897_17
4
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions.
1.
BACKGROUND TO RESOLUTIONS
1.1
Placement
On 5 August 2025, the Company announced (Original Announcement) that it had
received firm commitments for a two-tranche placement of approximately 500,000,000
Shares at an issue price of $0.005 per Share (Placement Shares) together with one (1) free
attaching option exercisable at $0.008 and expiring three (3) years from the date of issue
(Placement Options) to be issued for every two (2) Placement Shares issued, to raise
approximately $2,500,000 (Placement).
In conjunction with the Placement, the Company has agreed, subject to Shareholder
approval, to convert amounts owed to Mr Vaughan Thales Kent into Shares at a conversion
price of $0.005 per Share (i.e. equal to the issue price of the Placement Shares). The
500,000,000 Placement Shares disclosed in the Original Announcement includes the
number of Shares, subject to Resolution 6, to be issued to Mr Kent.
The Placement will be completed in two tranches as set out below:
(a)
(b)
1.2
Tranche 1: the Company:
(i)
has issued an aggregate of 117,428,656 Placement Shares to unrelated
institutional and sophisticated investors (Placement Participants)
(ratification of which is sought under Resolution 1); and
(ii)
subject to Shareholder approval, the Company will issue 58,714,328
Tranche 1 Placement Options (the subject of Resolution 2); and
Tranche 2: subject to Shareholder approval, the Company will issue:
(i)
332,571,400 Placement Shares and 166,285,700 Placement Options (the
subject of Resolution 3); and
(ii)
13,000,000 Placement Shares and 6,500,000 Placement Options to
Director, Stewart Dickson (the subject of Resolution 4).
Use of funds
The Company intends to use the funds raised by the Placement for the following purposes:
(a)
resource extension, definition and discovery drilling at the Udias Mine;
(b)
complete and publish Mine ReStart (Scoping) Study;
(c)
low risk earn-in to highly prospective Zinc opportunities in Ireland;
(d)
corporate and operational working capital; and
(e)
costs of the Placement.
Further details relating to the proposed use of funds is set out in the Company’s ASX
announcement dated 5 August 2025.
1.3
Lead Manager
The Company has entered into a lead manager mandate with Alpine Capital Pty Limited
(Alpine Capital or Lead Manager) for the provision of lead manager and book runner
services for the Placement (Lead Manager Mandate).
Pursuant to the Lead Manager Mandate, the Company has agreed to pay/issue Alpine
Capital (or its nominee(s)):
(a)
a management fee of 2% (plus GST if applicable) on funds raised under the
Placement;
6694-01/3737897_17
5
(b)
a selling fee of 4% (plus GST if applicable) on funds raised under the Placement,
save for capital introduced by the Company and its Directors; and
(c)
one (1) Option for every four (4) Shares issued by the Company to Placement
Participants pursuant to the Placement and the Loan (as that term is defined in
Section 7), being an aggregate of 125,325,357 Options (Lead Manager Options)
(the subject of Resolution 5). The Lead Manager Options will be on the same
terms as the Placement Options.
2.
RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES
2.1
General
As set out in Section 1.1, the Company seeks Shareholder ratification for the purposes of
Listing Rule 7.4 for the issue of an aggregate of 117,428,656 Placement Shares which were
issued pursuant to the Company’s placement capacity under Listing Rule 7.1.
2.2
Listing Rules 7.1
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount
of equity securities that a listed company can issue without the approval of its shareholders
over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the
start of that 12 month period.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has
not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing
Rules 7.1, reducing the Company’s capacity to issue further equity securities without
Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of
the issue.
2.3
Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity
securities after it has been made or agreed to be made. If they do, the issue is taken to
have been approved under Listing Rule 7.1 and so does not reduce the company’s
capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval for such issues under
Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to
Listing Rule 7.4 for the issue.
2.4
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit
in Listing Rule 7.1, effectively increasing the number of equity securities the Company can
issue without Shareholder approval over the 12 month period following the date of the
issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company
can issue without Shareholder approval over the 12 month period following the date of
the issue.
2.5
Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION
DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons
were identified/selected
Placement Participants, being professional and sophisticated
investors who were identified through a bookbuild process,
which involved the Lead Manager seeking expressions of interest
to participate in the capital raising from non-related parties of
the Company.
The Company confirms that no Material Persons were issued
more than 1% of the issued capital of the Company.
Number and class of
Securities issued
6694-01/3737897_17
117,428,656 Shares were issued under Listing Rule 7.1.
6
REQUIRED INFORMATION
DETAILS
Terms of Securities
The Shares were fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the
Company’s existing Shares.
Date(s) on or by which
the Securities were
issued
13 August 2025.
Price or other
consideration the
Company received for
the Securities
$0.005 per Share for Shares issued pursuant to Listing Rule 7.1. The
issue price of these Shares represents a 28.6% discount to the last
closing price of Shares on 31 July 2025 and a 27.2% discount to
the prior 30-trading day volume weighted average trading price.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of funds.
Summary of material
terms of agreement to
issue
The Shares are not being issued under an agreement.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance
The issue did not breach Listing Rule 7.1.
3.
RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 1 OPTIONS
3.1
General
As set out in Section 1.1, the Company seeks Shareholder approval for the purposes of
Listing Rule 7.1 for the issue of up to 58,714,328 Placement Options to Placement
Participants.
The Placement Options the subject of this Resolution constitute the free-attaching options
to the Tranche 1 Placement Shares which were issued to Placement Participants on 13
August 2025.
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2. It therefore requires the
approval of Shareholders under Listing Rule 7.1.
3.2
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition,
the issue will be excluded from the calculation of the number of equity securities that the
Company can issue without Shareholder approval under Listing Rule 7.1.
If this Resolution is not passed, the Company will not be able to proceed with the issue.
3.3
Technical information required by Listing Rule 7.3
REQUIRED INFORMATION
DETAILS
Names of persons to
whom Securities will be
issued or the basis on
which those persons
were or will be
identified/selected
Placement Participants, being professional and sophisticated
investors who will be identified through a bookbuild process,
which will involve the Lead Manager seeking expressions of
interest to participate in the capital raising from non-related
parties of the Company.
Number of Securities and
class to be issued
Up to 58,714,328 Placement Options will be issued. The Options
were issued on the basis of one (1) free attaching Option for
6694-01/3737897_17
The Company confirms that no Material Persons will be issued
more than 1% of the issued capital of the Company.
7
REQUIRED INFORMATION
DETAILS
every two (2) Shares subscribed for and issued (rounded down
for fractional entitlements).
Terms of Securities
The Options will be issued on the terms and conditions set out in
Schedule 1.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Options within 10 Business
Days of the Meeting. In any event, the Company will not issue
any Options later than three months after the date of the
Meeting (or such later date to the extent permitted by any ASX
waiver or modification of the Listing Rules).
Price or other
consideration the
Company will receive for
the Securities
Nil per Option as the Options were issued free attaching with the
Placement Shares on a 1:2 basis.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of funds.
Summary of material
terms of agreement to
issue
The Options are not being issued under an agreement.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
4.
RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SECURITIES
4.1
General
As set out in Section 1.1, the Company intends to issue up to 332,571,400 Placement Shares
and 166,285,700 Placement Options to Placement Participants under Tranche 2 of the
Placement.
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2. Under Listing Rule 7.2
(Exception 17), if the issue of securities is subject to prior shareholder approval, it does not
count toward the 15% placement limit set by Listing Rule 7.1. The proposed issue therefore
requires the approval of Shareholders under Listing Rule 7.1.
4.2
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition,
the issue will be excluded from the calculation of the number of equity securities that the
Company can issue without Shareholder approval under Listing Rule 7.1.
If this Resolution is not passed, the Company will not be able to proceed with the issue.
4.3
Technical information required by Listing Rule 7.3
REQUIRED INFORMATION
DETAILS
Names of persons to
whom Securities will be
issued or the basis on
which those persons
were or will be
identified/selected
Placement Participants, being professional and sophisticated
investors who will be identified through a bookbuild process,
which will involve the Lead Manager seeking expressions of
interest to participate in the capital raising from non-related
parties of the Company.
Number of Securities and
class to be issued
Up to 332,571,400 Placement Shares will be issued. The
maximum number of Placement Options to be issued is equal to
half of the number of Placement Shares issued (rounded down
for fractional entitlements) (being approximately 166,285,700
6694-01/3737897_17
The Company confirms that no Material Persons will be issued
more than 1% of the issued capital of the Company.
8
REQUIRED INFORMATION
DETAILS
Placement Options) as the Placement Options will be issued
free-attaching with the Placement Shares on a 1:2 basis.
Terms of Securities
The Shares will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the
Company’s existing Shares.
The Options will be issued on the terms and conditions set out in
Schedule 1.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Placement Securities within
10 Business Days of the Meeting. In any event, the Company will
not issue any Placement Securities later than three months after
the date of the Meeting (or such later date to the extent
permitted by any ASX waiver or modification of the Listing Rules).
Price or other
consideration the
Company will receive for
the Securities
$0.005 per Placement Share and nil per Placement Option as the
Placement Options will be issued free attaching with the
Placement Shares on a 1:2 basis.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of funds.
Summary of material
terms of agreement to
issue
The Placement Securities are not being issued under an
agreement.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
5.
RESOLUTION 4 – APPROVAL TO ISSUE PLACEMENT SECURITIES TO STEWART DICKSON
5.1
General
As set out in Section 1.1, this Resolution seeks Shareholder approval for the purposes of
Listing Rule 10.11 for the issue of 13,000,000 Shares and 6,500,000 Options to Director,
Stewart Dickson, to enable their participation in the Placement on the same terms as
unrelated Placement Participants.
5.2
Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that
the public company controls, to give a financial benefit to a related party of the public
company, the public company or entity must:
(a)
obtain the approval of the public company’s members in the manner set out in
sections 217 to 227 of the Corporations Act; and
(b)
give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to
216 of the Corporations Act.
The issue constitutes giving a financial benefit and Stewart Dickson is a related party of the
Company by virtue of being a Director.
The Directors (other than Stewart Dickson who has a material personal interest in the
Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations
Act is not required in respect of the issue because the Securities will be issued to Stewart
Dickson (or their nominee(s)) on the same terms as Securities issued to non-related party
participants in the capital raising and as such the giving of the financial benefit is on arm’s
length terms.
6694-01/3737897_17
9
5.3
Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a
listed company must not issue or agree to issue equity securities to:
10.11.1
a related party;
10.11.2
a person who is, or was at any time in the 6 months before the issue or
agreement, a substantial (30%+) holder in the company;
10.11.3
a person who is, or was at any time in the 6 months before the issue or
agreement, a substantial (10%+) holder in the company and who has
nominated a director to the board of the company pursuant to a relevant
agreement which gives them a right or expectation to do so;
10.11.4
an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5
a person whose relationship with the company or a person referred to in Listing
Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement
should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in
Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
5.4
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue within one
month after the date of the Meeting (or such later date as permitted by any ASX waiver
or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required
for the issue (because approval is being obtained under Listing Rule 10.11), the issue will
not use up any of the Company’s 15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue.
5.5
Technical Information required by Listing Rule 10.13
REQUIRED INFORMATION
DETAILS
Name of the person to
whom Securities will be
issued
Stewart Dickson (or his nominee(s)).
Categorisation under
Listing Rule 10.11
The recipient falls within the category set out in Listing Rule
10.11.1 as they are a related party of the Company by virtue of
being a Director.
Any nominee(s) of the recipient who receive Securities may
constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and
class to be issued
13,000,000 Shares and 6,500,000 Options.
Terms of Securities
The Shares will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the
Company’s existing Shares.
The Options will be issued on the terms and conditions set out
in Schedule 1.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Securities within 10 Business
Days of the Meeting. In any event, the Company will not issue
any Securities later than one month after the date of the
Meeting (or such later date to the extent permitted by any ASX
waiver or modification of the Listing Rules).
Price or other
consideration the
Company will receive for
the Securities
$0.005 per Share and nil per Option as the Options will be issued
free attaching with the Shares on a 1:2 basis.
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10
REQUIRED INFORMATION
DETAILS
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of funds.
Summary of material
terms of agreement to
issue
The Securities are not being issued pursuant to any agreement.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
6.
RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO LEAD MANAGER
6.1
General
As set out in Section 1.3, the Company seeks Shareholder approval for the purposes of
Listing Rule 7.1 for the issue of 125,325,357 Lead Manager Options.
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2. Under Listing Rule 7.2
(Exception 17), if the issue of securities is subject to prior shareholder approval, it does not
count toward the 15% placement limit set by Listing Rule 7.1. The proposed issue therefore
requires the approval of Shareholders under Listing Rule 7.1.
6.2
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition,
the issue will be excluded from the calculation
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