Notice of General Meeting
Released
Released
Announcement PDF
10 June 2026
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 Friday, 10 July 2026 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 Wednesday, 8 July 2026, 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 033 254 395
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11:00 am (AEST)
DATE: 10 July 2026
PLACE: Level 5, 126 Phillip St, 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
5pm (AEST) on 8 July 2026.
6694-01/8802146_9 1
B U S I N E S S OF TH E M E E T I N G
1. RESOLUTION 1 – ELECTION OF DIRECTOR – TOM KENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purpose of clause 7.6 of the Constitution, and for all other purposes,
Tom Kent, a Director who was appointed as an additional director on
5 February 2026, retires, and being eligible, is elected as a Director.”
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 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 174,064,708 Shares to Placement Participants on the terms and
conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED
PLACEMENT PARTICIPANTS
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 925,935,292 Shares to unrelated Placement
Participants on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO TOM 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 section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue up to
125,000,000 Shares to Tom Kent (or his nominee(s)) on the terms and conditions set
out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO TONY WEHBY
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue up to
25,000,000 Shares to Tony Wehby (or his nominee(s)) on the terms and conditions set
out in the Explanatory Statement.”
6. RESOLUTION 6– APPROVAL TO ISSUE OPTIONS TO PVL ADVISORY
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 258,333,333 Options to PVL Advisory (or their
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
7. RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO ALPINE CAPITAL
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 158,333,333 Options to Alpine Capital (or their
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6694-01/8802146_9 2
8. RESOLUTION 8 – APPROVAL TO ISSUE SHARES TO FELDI LIMITED
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 16,875,000 Shares to FELDI Limited (or its nominee(s))
on the terms and conditions set out in the Explanatory Statement.”
9. RESOLUTION 9 – CHANGE OF COMPANY NAME
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as a special resolution:
“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other
purposes, approval is given for the name of the Company to be changed to “Altoro
Metals Limited.”
Dated: 5 June 2026
6694-01/8802146_9 3
Voting Prohibition Statement:
Resolution 8 – Approval to
issue Shares to FELDI Limited
A person appointed as a proxy must not vote, on the basis of that appointment, on
this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
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 2 – Ratification of
prior issue of Tranche 1
Placement Shares
Placement Participants or any other person who participated in the issue or an
associate of that person or those persons.
Resolution 3 – Approval to
issue Tranche 2 Placement
Shares to unrelated
Placement Participants
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) or an
associate of that person (or those persons).
Resolution 4 – Approval to
issue Tranche 2 Placement
Shares to Tom Kent
Tom Kent (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.
Resolution 5 – Approval to
issue Tranche 2 Placement
Shares to Tony Wehby
Tony Wehby (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.
Resolution 6 – Approval to
issue Options to PVL
Advisory
PVL Advisory 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 7 – Approval to
issue Options to Alpine
Capital
Alpine Capital 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 8 – Approval to
issue Shares to FELDI Limited
FELDI Limited (or their 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.
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.
6694-01/8802146_9 4
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.
6694-01/8802146_9 5
E X PL A N A T O R Y S T A T E M E N T
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.
None of the Resolutions are interdependent. The outcome of any one Resolution does not affect
the outcome of any other Resolution.
1. RESOLUTION 1 – ELECTION OF DIRECTOR – TOM KENT
1.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either
to fill a casual vacancy or as an addition to the existing Directors, but only where the total
number of Directors does not at any time exceed the maximum number specified by the
Constitution.
Mr Vaughan (Tom) Kent, having been appointed by other Directors on 5 February 2026 in
accordance with the Constitution, will retire in accordance with the Constitution and
Listing Rule 14.4 and being eligible, seeks election from Shareholders.
Further information in relation to Tom Kent is set out below.
Qualifications,
experience and other
material directorships
Tom Kent is a significant shareholder and long-term supporter of
the Company. An experienced executive and former ASX-listed
CEO, Tom Kent has a proven record in operational leadership and
corporate transactions. He currently holds several senior
directorships and brings over two decades of expertise in risk
governance and financial services.
His appointment reflects the Company’s commitment to
disciplined strategy and transparent shareholder engagement.
Tom Kent holds a BSc in Mathematics and Computer Science from
Adelaide University and a Master of Applied Linguistics from
Monash University.
Term of office Tom Kent was appointed as a non-executive Director on 5
February 2026 and acted as an executive Director since
30 March 2026.
Independence If elected, the Board does not consider that Tom Kent will be an
independent Director.
Other material
information
The Company conducts appropriate checks on the background
and experience of candidates before their appointment to the
Board. The Company undertook such checks prior to the
appointment of Tom Kent.
Board
recommendation
Having received an acknowledgement from Tom Kent that he will
have sufficient time to fulfil his responsibilities as a Director and
having reviewed the performance of Tom Kent since his
appointment to the Board and the skills, knowledge, experience
and capabilities required by the Board, the Directors (other than
Tom Kent) recommend that Shareholders vote in favour of this
Resolution.
1.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Tom Kent will be elected to the Board.
If this Resolution is not passed, Tom Kent will not continue in his role as a Director.
6694-01/8802146_9 6
2. BACKGROUND TO RESOLUTIONS 2 TO 7
2.1 Placement
As announced on 11 May 2026 and 19 May 2026, the Company has received firm
commitments from investors (Placement Participants) to undertake a placement of
1,250,000,000 Shares at an issue price of $0.004 per Share to raise approximately $5,000,000
(Placement), comprising:
(a) Tranche 1: the issue of 174,064,708 Shares pursuant to the Company’s placement
capacity under ASX Listing Rule 7.1 (ratification of which is sought under
Resolution 2); and
(b) Tranche 2: subject to obtaining Shareholder approval, the issue of 1,075,935,292
Shares (Tranche 2 Placement Shares), comprising:
(i) 925,935,292 Shares to unrelated Placement Participants (the subject of
Resolution 3); and
(ii) an aggregate of 150,000,000 Shares to Directors (Director Participation)
(the subject of Resolutions 4 and 5).
2.2 Use of funds
The funds received under the Placement are to be utilised for the following Company
purposes:
(a) targeted drilling across the Novales-Udias Project to expand the mineral resource
base and unlock future scale potential;
(b) completion of metallurgical and engineering workstreams;
(c) corporate and operational working capital; and
(d) costs of the Placement.
2.3 Joint Lead Managers
The Company engaged Powerhouse Advisory Australia Pty Ltd (PVL Advisory) and Alpine
Capital Pty Limited (Alpine Capital) (together, the Joint Lead Managers) to act as joint
lead managers to the Placement.
Pursuant to the joint lead manager mandate (JLM Mandate) the Company agreed to:
(a) pay a selling fee of 6% (excluding GST) on funds raised from all sources under the
Placement, excluding any Director Participation and final allocations made by
Directors;
(b) pay $10,000 (excluding GST) per month for a period of 12 months, for ongoing
capital markets advisory services, payable following receipt of funds from the
Placement; and
(c) subject to Shareholder approval, issue an aggregate of 416,666,666 Options to
the Joint Lead Managers representing one (1) Option for every three (3) shares
issued under the Placement (Lead Manager Options).
3. RESOLUTION 2 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES
3.1 General
As set out in Section 2.1, the Company seeks Shareholder ratification for the purposes of
Listing Rule 7.4 for the issue of 174,064,708 Shares.
3.2 Listing Rule 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 shares it had on issue at the start
of that period.
6694-01/8802146_9 7
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
Rule 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.
3.3 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.
3.4 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 that the
Company can issue without Shareholder approval over the 12 month period following the
date of the issue.
3.5 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
Professional and sophisticated investors who were identified
through a bookbuild process, which the Joint Lead Managers
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
174,064,708 Shares.
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
19 May 2026.
Price or other
consideration the
Company received for the
Securities
$0.004 per Share.
Purpose of the issue,
including the intended use
of any funds raised by the
issue
Refer to Section 2.2 for details of the proposed use of funds.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.
6694-01/8802146_9 8
4. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED
PLACEMENT PARTICIPANTS
4.1 General
As set out in Section 2.1, this Resolution seeks Shareholder approval for the purposes of
Listing Rule 7.1 for the issue of up to 925,935,292 Tranche 2 Placement Shares to unrelated
Placement Participants
A summary of Listing Rule 7.1 is set out in Section 3.2 above.
The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and
exceeds the 15% limit in Listing Rule 7.1. It 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
Professional and sophisticated investors who have been
identified through a bookbuild process, which will involve the
Joint Lead Managers seeking expressions of interest to
participate in the capital raising from non-related parties of the
Company.
None of the proposed investors are material investors in the
Company.
Number of Securities and
class to be issued
Up to 925,935,292 Placement Shares.
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.
Date(s) on or by which the
Securities will be issued
The Company expects to issue the Shares within 5 Business Days
of the Meeting. In any event, the Company will not issue any
Shares 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
$0.004 per Share.
Purpose of the issue,
including the intended use
of any funds raised by the
issue
Refer to Section 2.2 for details of the proposed use of funds.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
6694-01/8802146_9 9
5. RESOLUTIONS 4 AND 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO DIRECTORS
5.1 General
As set out in Section 2.1, the Company seeks Shareholder approval for the purposes of
Listing Rule 10.11 for the issue an aggregate of 150,000,000 Tranche 2 Placement Shares
(Director Shares) to Directors as set out in the table below.
RECIPIENT RESOLUTION
PARTICIPATION
SHARES FUNDS RAISED
Tom Kent (or his nominee(s)) 4 125,000,000 $500,000
Tony Wehby (or his nominee(s)) 5 25,000,000 $100,000
Total 150,000,000 $600,000
5.2 Director Recommendation
Each Director (other than Dr Frank Bierlein) has a material personal interest in the outcome
of these Resolutions on the basis that all of the Directors (or their nominee(s)) (other than
Dr Frank Bierlein) are to be issued Shares should these Resolutions be passed. For this reason,
the Directors (other than Dr Frank Bierlein) do not believe that it is appropriate to make a
recommendation on these Resolutions.
5.3 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 each of the proposed recipients is a
related party of the Company by virtue of being a Director.
The Director Participation will result in the issue of the Director Shares which constitutes
giving a financial benefit and the Directors are related parties of the Company by virtue
of being Directors.
The Directors (other than Tom Kent who has a material personal interest in Resolution 4)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of Resolution 4 because the Director Shares will be issued to Tom Kent
on the same terms as Placement Shares offered to unrelated Placement Participants and
as such the giving of the financial benefit is on arm’s length terms.
The Directors (other than Tony Wehby who has a material personal interest in Resolution 5)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of Resolution 5 because the Director Shares will be issued to Tony
Wehby on the same terms as Placement Shares offered to unrelated Placement
Participants and as such the giving of the financial benefit is on arm’s length terms.
5.4 Section 195(4) of the Corporations Act
Section 195 of the Corporations Act provides that a director of a public company may not
vote or be present during meetings of directors when matters in which that director holds
a “material personal interest” are being considered, except in certain limited
circumstances. Section 195(4) relevantly provides that if there are not enough directors to
form a quorum for a directors meeting because of this restriction, one or more of the
6694-01/8802146_9 10
directors may call a general meeting and the general meeting may pass a resolution to
deal with the matter.
It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be
the case) that all of the Directors (other than Dr Frank Bierlein) have a material personal
interest in the outcome of Resolutions 4 and 5. If each Director (other than Dr Frank Bierlein)
does have such an interest, then a quorum could not be formed to consider the matters
contemplated by Resolutions 4 and 5 at Board level.
Accordingly, for the avoidance of any doubt, and for the purpose of transparency and
best practice corporate governance, the Company also seeks Shareholder approval for
Resolutions 4 and 5 for the purposes of section 195(4) of the Corporations Act in respect of
the reliance on the arm’s length terms exception and the decision not to seek Shareholder
approval under Chapter 2E of the Corporations Act.
5.5 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.
5.6 Technical information required by Listing Rule 14.1A
If these Resolutions are 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 these Resolutions are not passed, the Company will not be able to proceed with the issue
and the Company will not raise the additional $600,000 under the Placement.
5.7 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations
Act
REQUIRED INFORMATION DETAILS
Name of the persons to
whom Securities will be
issued
The proposed recipients of the Shares are set out in
Section 5.1 above.
Categorisation under Listing
Rule 10.11
Each of the proposed recipients 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 proposed recipients who receive
Shares may constitute ‘associates’ for the purposes of Listing
Rule 10.11.4.
6694-01/8802146_9 11
REQUIRED INFORMATION DETAILS
Number of Securities and
class to be issued
The maximum number of Shares to be issued (being the
nature of the financial benefit p
Share your feedback
Discover