Announcement PDF ASX Announcement | 13 October 2023 Variscan Mines Limited (ASX:VAR) 2023 NOTICE OF ANNUAL GENERAL MEETING Variscan Mines Limited (“Variscan” or the “Company”) is pleased to advise that its Annual General Meeting will be held at the offices of Automic Group, The Deutsche Bank Tower, Level 5, 126 Philip Street, Sydney, New South Wales 2000 on Tuesday, 14 November 2023 at 3.00pm (AEDT). Attached is a Notice of Meeting, proxy form and a letter to shareholders advising further details of the meeting and access to meeting documents. This announcement has been approved for release by Mr Mark Pitts, Company Secretary, Variscan Mines Limited. For further information, please contact: Variscan Mines Limited (ASX:VAR) Stewart Dickson Managing Director & CEO E: stewart.dickson@variscan.com.au T: +44 (0) 7799 694195 Media & Investor Enquiries The Capital Network Julia Maguire E: julia@thecapitalnetwork.com.au P: +61 2 8999 3699 About Variscan Mines Limited (ASX:VAR) Variscan Mines Limited (ASX:VAR) is a growth oriented, natural resources company focused on the acquisition, exploration and development of high-quality strategic mineral projects. The Company has compiled a portfolio of highimpact base-metal interests in Spain, Chile and Australia. Its primary focus is the development of its advanced zinc projects in Spain. The Company’s name is derived from the Variscan orogeny, which was a geologic mountain building event caused by Late Paleozoic continental collision between Euramerica (Laurussia) and Gondwana to form the supercontinent of Pangea. To learn more, please visit: www.variscan.com.au For more information Follow us on LinkedIn Follow us on Twitter Visit our investor website: www.variscan.com.au 13 October 2023 Dear Shareholder Variscan Mines Limited (“Variscan” or the “Company”) is convening an Annual General Meeting (“Meeting”) to be held at the offices of Automic Group, The Deutsche Bank Tower, Level 5, 126 Philip Street, Sydney, New South Wales 2000 on Tuesday, 14 November 2023 at 3.00pm (AEDT). In accordance with the Corporations Amendments (Meetings and Documents) Act 2022 (Cth)) which came into effect on 1 April 2022, 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 copy. Instead, a copy of the Notice will be available under the “ASX announcements” section of Variscan’s website at https://www.variscan.com.au/site/investor-centre/asx-announcements. 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 3.00pm (AEDT) on Sunday, 12 November 2023, 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. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Boardroom Pty Limited, on 1300 737 760 (within Australia) or +61 2 9290 9655 (overseas). Shareholders who wish to update their details to be able to receive communications and notices electronically can do so by visiting the Company’s share registry website at https://boardroomlimited.com.au/ and registering an account. Mark Pitts Company Secretary Variscan Mines Limited Variscan Mines Limited P: +61 8 9316 9100 E: info@variscan.com.au Suite 8, 7 The Esplanade, Mt Pleasant, Western Australia, 6153 ASX Code: VAR Web - www.variscan.com.au Variscan Mines Limited ACN 003 254 395 Notice of Annual General Meeting The Annual General Meeting of the Company will be held at the offices of Automic Group, The Deutsche Bank Tower, Level 5, 126 Philip Street, Sydney, New South Wales 2000 on Tuesday, 14 November 2023 at 3:00pm (AEDT). The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 9316 9100. Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice Variscan Mines Limited ACN 003 254 395 (Company) Notice of Annual General Meeting Notice is hereby given that the annual general meeting of Shareholders of Variscan Mines Limited (Company) will be held at the offices of Automic Group, The Deutsche Bank Tower, Level 5, 126 Philip Street, Sydney, New South Wales 2000 on Tuesday, 14 November 2023 at 3.00pm (AEDT) (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice. 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 4.00pm (AEDT) on Sunday, 12 November 2023. Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda 1 Annual Report To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2023, which includes the Financial Report, the Directors' Report and the Auditor's Report. 2 Resolutions Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: 'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.' Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company. Resolution 2 – Re-election of Director – Mr Nick Farr-Jones AM To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, in accordance with article 7.2(a) of the Constitution, Listing Rule 14.4, 14.5 and for all other purposes, Mr Nick Farr-Jones AM, retires and, being eligible and offering himself for reelection, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.' 1 Resolution 3 – Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: 'That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.' Resolution 4 – Approval of issue of Shares in lieu of fees to Directors To consider and, if thought fit, to pass without or without amendment, each as a separate ordinary resolution the following: ‘That, pursuant to and in accordance with Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 2,385,627 Director Shares as follows: (a) up to 327,2010 Director Shares to Mr Anthony Wehby (and/or his nominees); (b) up to 1,587,258 Director Shares to Mr Stewart Dickson (and/or his nominees); (c) up to 235,584 Director Shares to Mr Nicholas Farr-Jones AM (and/or his nominees); and (d) up to 235,584 Director Shares to Dr Frank Bierlein (and/or his nominees), on the terms and conditions in the Explanatory Memorandum.’ Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: Resolution 3: if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates. Resolution 4(a): by or on behalf of Mr Anthony Wehby (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 4(b): by or on behalf of Mr Stewart Dickson (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 4(c): by or on behalf of Mr Nicholas Farr-Jones AM (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. 2 Resolution 4(d): by or on behalf of Dr Frank Bierlein (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote, 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. Voting prohibitions Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. Resolution 4(a), (b), (c) and (d): In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibitions do not apply if: (a) the proxy is the Chair; and 3 (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. Other Business To transact any other business which may be properly brought before the meeting in accordance with the Company’s Constitution and the Corporations Act. BY ORDER OF THE BOARD Mark Pitts Company Secretary Variscan Mines Limited Dated: 13 October 2023 4 Variscan Mines Limited ACN 003 254 395 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of Automic Group, The Deutsche Bank Tower, Level 5, 126 Philip Street, Sydney, New South Wales 2000 on Tuesday, 14 November 2023 at 3.00pm (AEDT) (Meeting). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Action to be taken by Shareholders Section 3 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-election of Director – Mr Nick Farr-Jones AM Section 6 Resolution 3 – Approval of 10% Placement Facility Section 7 Resolution 4(a) – (d) – Approval of issue of Shares in lieu of Directors fees Schedule 1 Definitions A Proxy Form is located at the end of the Explanatory Memorandum. 2. Action to be taken by Shareholders Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 2.1 Voting in person If you attend the Meeting in person, you will be required to adhere to protocols put in place by the Company for the Meeting. 2.2 Proxies A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and Page 5 encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Section 250BC of the Corporations Act provides that, if: (e) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; (f) the appointed proxy is not the chair of the meeting; (g) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and (h) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 3:00pm (AEDT) on Sunday, 12 November 2023, being not later than 48 hours before the commencement of the Meeting. Page 6 2.3 Chair's voting intentions The Chair intends to exercise all available proxies in favour of all Resolutions unless the Shareholder has expressly indicated a different voting intention. Subject to the following paragraph, if the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, Resolution 4(a), (b), (c) and (d) by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. If the Chair is a person referred to in the voting prohibition statement applicable to a Resolution (under section 224 of the Corporations Act), the Chair will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form. 2.4 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at info@variscan.com.au by Tuesday, 7 November 2023. Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). 3. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2023. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at www.variscan.com.au; (b) ask questions about, or comment on, the management of the Company; and (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 Chair about the management of the Company, or to the Company's auditor about: (a) the preparation and content of the Auditor's Report; Page 7 (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 five business days before the Meeting to the Company Secretary at the Company's registered office. 4. Resolution 1 – Remuneration Report 4.1 General In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and nonexecutive Directors. In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Company's Remuneration Report did not receive a Strike at the 2022 annual general meeting held on 30 November 2022. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2024 annual general meeting, this may result in the re-election of the Board. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about or make comments on the Remuneration Report. 4.2 Additional information Resolution 1 is an ordinary resolution. Given the personal interests of all Directors in this Resolution, the Board makes no recommendation to Shareholders regarding this Resolution. Page 8 5. Resolution 2 – Re-election of Director – Mr Nick Farr-Jones AM 5.1 General Article 7.2(b) of the Constitution and Listing Rule 14.5 both provide that there must be an election of Directors at each annual general meeting of the Company. Article 7.2(a) of the Constitution and Listing Rule 14.4 both provide that a Director must not hold office without re-election past the third annual general meeting following that Director's appointment or three years, whichever is longer. Article 7.2(b) of the Constitution and Listing Rule 14.4 provide that a Director who retires in accordance with article 7.2(a) and Listing Rule 14.4 (as applicable) is eligible for re-election. Mr Farr-Jones AM was last elected at the annual general meeting held on 25 November 2021. Accordingly, he retires at this Meeting and, being eligible, seeks re-election pursuant to Resolution 2. 5.2 Nicholas Farr-Jones AM Mr Farr-Jones has over 25 years of experience in the global mining sector as a specialist in natural resources investment and corporate governance. Additionally, he is an experienced public company director. Mr Farr-Jones qualified as a lawyer before pursuing a career in investment banking. Notably he was responsible for the metal derivative business of Societe Generale in Europe and Africa before leading its commodity finance business in Australia. He is currently a Director at Taurus Funds Management, headquartered in Sydney, which specializes in bespoke financing solutions for global mid-tier and junior mining companies. Mr Farr-Jones holds a number of charitable appointments and is a highly regarded speaker on leadership. He was awarded the Order of Australia in 1992 for services to rugby union having captained the Australian rugby team to World Cup success in 1991. The Company confirms that it undertook appropriate checks into Mr Farr-Jones background and experience and that these checks did not identify any information of concern. If elected, Mr Farr-Jones is considered to be an independent Director. Mr Farr-Jones is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party. 5.3 Board recommendation The Board (other than Mr Farr-Jones who has a personal interest in the outcome of this Resolution) supports the election of Mr Farr-Jones for the following reasons: (a) Mr Farr-Jones’ qualifications and skills are complimentary and valuable to the Board’s existing skills and experience and will be invaluable as the Company completes is planned exploration activities on its projects; and (b) Mr Farr-Jones’ experience and knowledge with similar companies, especially within Europe, will assist with the future direction of the Company. Page 9 5.4 Additional information Resolution 2 is an ordinary resolution. The Board (other than Mr Farr-Jones, who has a material personal interest in the outcome of Resolution 2) recommend that Shareholders vote in favour of Resolution 2. 6. Resolution 3 – Approval of 10% Placement Facility 6.1 General Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1. Resolution 3 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below). If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in the Listing Rules 7.1 and 7.1A during the 10% Placement Period without any further Shareholder approval. If Resolution 3 is not passed, the Company will not be able to access the 10% Placement Facility to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A. The Company will therefore remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. 6.2 Listing Rule 7.1A (a) Is the Company an eligible entity? An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $4,279,377, based on the closing price of Shares $0.012 on 6 October 2023. (b) What Equity Securities can be issued? Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity. As at the date of the Notice, the Company has on issue one quoted classes of Equity Securities, being Ordinary Shares. Page 10 (c) How many Equity Securities can be issued? Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula: (A x D) – E Where: A is the number of Shares on issue at the commencement of the relevant period: (A) plus the number of fully paid Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17; (B) plus the number of fully paid Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: (C) (1) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4; plus the number of fully paid Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: (1) the agreement was entered into before the commencement of the relevant period; or (2) the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4; (D) plus the number of partly paid Shares that became fully paid in the relevant period; (E) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under Listing Rules 7.1 or 7.4; and (F) less the number of fully paid Shares cancelled in the relevant period. Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity. D is 10%. E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4. Page 11 (d) What is the interaction with Listing Rule 7.1? The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1. (e) At what price can the Equity Securities be issued? Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued, (Minimum Issue Price). (f) When can Equity Securities be issued? Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of Meeting and will expire on the earlier to occur of: (a) the date that is 12 months after the date of the Meet