Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
ASX Announcement | 27 October 2025
Variscan Mines Limited (ASX:VAR)
2025 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 HLB Mann Judd, Level 5, 10 Shelley Street, Sydney, New South Wales
2000 on Friday, 28 November 2025 at 11.30am (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
Jane Morgan Management
Chloe Hayes
E: chloe@janemorganmanagement.com.au
P: +61 (0) 405 555 618
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. 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
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Visit our investor website: www.variscan.com.au
27 October 2025
Dear Shareholder,
Variscan Mines Limited [ASX:VAR] (the Company) advises that the 2025 Annual General Meeting of the
shareholders of the Company is scheduled to be held at Level 5, 10 Shelley Street, Sydney NSW on Friday, 28
November 2025 at 11:30am (AEDT) (the Meeting).
In accordance with section 110D(1) of the Corporations Act 2001 (Cth), 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/site/investor-centre/asx-announcements or at ASX
(https://www2.asx.com.au).
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 11.30 am (AEDT) on Wednesday, 26 November 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 Company intends to hold a physical meeting. The Company will notify you of any changes to this by way
of an announcement on ASX and will also make details available on our website.
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, Automic Group Pty Ltd, on 1300 288 664 (within Australia) or +61 2 9698 5414.
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://investor.automic.com.au/ .
Sincerely,
Mark Pitts
Company Secretary
VARISCAN MINES LIMITED
ACN 033 254 395
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11:30am (AEDT)
DATE: 28 November 2025
PLACE: HLB Mann Judd
Level 5, 10 Shelley 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 Independent Expert has concluded that the transaction the subject of Resolution 7 of the
General Meeting is not fair, but is reasonable to non-associated Shareholders.
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
7:00pm (AEDT) on 26 November 2025.
6694-03/3801421_9 1
B U S I N E S S OF TH E M E E T I N G
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended
30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration
Report and the auditor’s report.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other
purposes, approval is given for the adoption of the Remuneration Report as
contained in the Company’s annual financial report for the financial year ended 30
June 2025.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – RE-ELECTION OF MR ANTHONY WEHBY
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 7.2 of the Constitution, Listing Rule 14.4 and for all
other purposes, Mr Anthony Wehby, a Director, retires by rotation, and being eligible,
is re-elected as a Director.”
3. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is
given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and
conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of sections 136(2) and 648G of the Corporations Act and for
all other purposes, approval is given for the Company to modify its existing
Constitution by renewing Schedule 5 for a period of three years from the date of
approval of this Resolution.”
5. RESOLUTION 5 – APPROVAL TO ISSUE SECURITIES UNDER AN INCENTIVE PLAN
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 7.2 (Exception 13(b)) and for all other purposes,
approval is given for the Company to issue up to maximum of 62,357,953 Securities
under the employee incentive scheme titled Employee Incentive Securities Plan, on
the terms and conditions set out in the Explanatory Statement.”
6694-03/3801421_9 2
6. RESOLUTION 6 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NON-EXECUTIVE
DIRECTORS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of clause 7.8 of the Constitution, Listing Rule 10.17 and for all
other purposes, Shareholders approve an increase of the total aggregate amount
of fees payable to non-executive Directors from $250,000 per annum to $450,000 per
annum in accordance with the terms and conditions set out in the Explanatory
Statement.”
7. RESOLUTION 7 - APPROVAL OF EARN-IN AND JV AGREEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 7.1 and 10.1 and for all other purposes,
approval is given for:
(a) the Company to execute the Earn-In and JV Agreement in relation to the
Project and for the transactions contemplated therein; and
(b) issue 100,000,000 Options to the Vendors,
on the terms and conditions set out in the Explanatory Statement.”
Short Explanation: The Company proposes to enter into an Earn-In and JV Agreement with MDF Global
Limited (ACN 637 394 579) (MDF), Zinc GroupCo Pty Ltd (ACN 663 095 225) (ZincCo) (together, the Vendors)
and BMEx Pty Ltd (ACN 615 217 680) (BMEx) in relation to a proposed earn in and joint venture with BMEx
which holds the Midlands and Waterford Irish Zinc Assets (the Project) pursuant to which the Company will
have the right to earn up to a 60% interest in stages (Earn-In). ZincCo is a Listing Rule 10.1.3 party by virtue
of being at the time of or at any time in the 6 months before the transaction the subject of the Earn-In and
JV Agreement, a substantial holder in the Company. As such, pursuant to Listing Rule 10.1.3, the transaction
the subject of the Earn-In and JV Agreement must be approved by Shareholders of the Company in
accordance with Listing Rule 10.1.
Independent Expert’s Report: Shareholders should carefully consider the report prepared by the
Independent Expert for the purposes of the Shareholder approval under ASX Listing Rule 10.1. The
Independent Expert’s Report comments on the fairness and reasonableness of the transaction the subject
of this Resolution to the non-associated Shareholders in the Company. The Independent Expert has
determined that the transaction is not fair, but is reasonable to the non-associated Shareholders in the
Company.
8. RESOLUTION 8 – APPROVAL TO ISSUE SECURITIES TO ZINCCO
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, subject to the passing of Resolution 7, for the purposes of Listing Rule 7.1 and
for all other purposes, approval is given for the Company to issue 50,000,000 Shares
and 25,000,000 Options to ZincCo on the terms and conditions set out in the
Explanatory Statement.”
Dated: 21 October 2025
6694-03/3801421_9 3
Voting Prohibition Statements
Resolution 1 – Adoption of
Remuneration Report
In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must
not be cast:
(a) 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, regardless of the
capacity in which the vote is cast; or
(b) as a proxy by a member of the Key Management Personnel at the
date of the Meeting, or their Closely Related Parties.
However, a person (the voter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
(a) the voter 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:
(i) does not specify the way the proxy is to vote on this
Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly
with the remuneration of a member of the Key
Management Personnel.
Resolution 5 - Approval to Issue
Securities Under an Incentive
Plan
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.
Resolution 6 – Increase in Total
Aggregate Remuneration for
Non-Executive Directors
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 5 - Approval to Issue
Securities Under an Incentive
Plan
A person who is eligible to participate in the employee incentive scheme or an
associate of that person or those persons.
Resolution 6 – Increase in Total
Aggregate Remuneration for
Non-Executive Directors
A Director or an associate of that person or those persons.
Resolution 7 - Approval of Earn-
In and JV Agreement
Zinc GroupCo Pty Ltd (or any of their associates) or any other person who will
obtain a material benefit as a result of the transaction (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
Securities to ZincCo
Zinc GroupCo Pty Ltd 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).
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
6694-03/3801421_9 4
(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.
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.
6694-03/3801421_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.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt
and consideration of the annual financial report of the Company for the financial year
ended 30 June 2025 together with the declaration of the Directors, the Directors’ report,
the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to
Shareholders unless specifically requested to do so. The Company’s annual financial report
is available on its website at www.variscan.com.au.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a
resolution that the remuneration report to be adopted must be put to the shareholders.
However, such a resolution is advisory only and does not bind the company or the directors
of the company.
The remuneration report sets out the company’s remuneration arrangements for the
directors and senior management of the company. The remuneration report is part of the
directors’ report contained in the annual financial report of the company for a financial
year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask
questions about or make comments on the remuneration report at the annual general
meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of
another meeting of shareholders to consider the appointment of directors of the company
(Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast
on a remuneration report resolution are voted against adoption of the remuneration report
and at the first of those annual general meetings a Spill Resolution was not put to vote. If
required, the Spill Resolution must be put to vote at the second of those annual general
meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must
convene a shareholder meeting (Spill Meeting) within 90 days of the second annual
general meeting.
All of the directors of the company who were in office when the directors' report (as
included in the company’s annual financial report for the most recent financial year) was
approved, other than the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for re-election at the Spill
Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the
company is approved will be the directors of the company.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than 25%.
Accordingly, the Spill Resolution is not relevant for this Meeting.
6694-03/3801421_9 6
3. RESOLUTION 2 – RE-ELECTION OF MR ANTHONY WEHBY
3.1 General
Listing Rule 14.4 and clause 7.2 of the Constitution provide that, other than a managing
director, a director of an entity must not hold office (without re-election) past the third
annual general meeting following the director’s appointment or three years, whichever is
the longer. However, where there is more than one managing director, only one is entitled
to be exempt from this rotation requirement.
Mr Anthony Wehby, having held office without re-election since 20 October 2022 and
being eligible, retires by rotation and seeks re-election.
Further information in relation to Mr Anthony Wehby is set out below.
Qualifications,
experience and other
material directorships
Tony is a former Partner of PriceWaterhouseCoopers and
Corporate Finance Specialist.
Tony is an experienced listed company director with over 50
years of executive and non-executive experience.
Having operated in the mining industry for a considerable time,
he is currently a non-executive director on the Board of
Kingston Resources Ltd a listed Asia Pacific gold producer. He
has previously been Chairman of Tellus Resources Limited, Non-
Executive Chairman of Aurelia Metals Limited and a Director of
Ensurance Ltd and Harmony Gold (Aust) Pty Ltd.
Tony has a financial consulting practice focused on strategic
advice.
Term of office Mr Anthony Wehby has served as a Director since 20 October
2022.
Independence If re-elected, the Board considers that Mr Anthony Wehby will
be an independent Director.
Board
recommendation
Having received an acknowledgement from Mr Anthony
Wehby that they will have sufficient time to fulfil their
responsibilities as a Director and having reviewed the
performance of Mr Anthony Wehby since their appointment to
the Board and the skills, knowledge, experience and
capabilities required by the Board, the Directors (other than Mr
Anthony Wehby) recommend that Shareholders vote in favour
of this Resolution.
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Anthony Wehby will be re-elected to the Board as an
independent Director.
If this Resolution is not passed, Mr Anthony Wehby will not continue in their role as an
independent Director. The Company may seek nominations or otherwise identify suitably
qualified candidates to join the Company. As an additional consequence, this may
detract from the Board and Company’s ability to execute on its strategic vision.
4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
4.1 General
This Resolution seeks Shareholder approval by way of special resolution for the Company
to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue
Equity Securities without Shareholder approval.
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.
6694-03/3801421_9 7
Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a
special resolution passed at its annual general meeting to increase this 15% limit by an
extra 10% to 25% (7.1A Mandate). An Eligible Entity means an entity which is not included
in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the
date of this Notice, the Company’s market capitalisation is $7,482,954. The Company is
therefore an Eligible Entity.
4.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and
eligible to vote at the Meeting must be cast in favour of the Resolution.
If this Resolution is passed, the Company will be able to issue Equity Securities up to the
combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If this Resolution is not passed, the Company will not be able to access the additional 10%
capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A
and will remain subject to the 15% limit on issuing Equity Securities without Shareholder
approval set out in Listing Rule 7.1.
4.3 Technical information required by Listing Rule 7.3A
REQUIRED
INFORMATION
DETAILS
Period for which the
7.1A Mandate is
valid
The 7.1A Mandate will commence on the date of the Meeting
and expire on the first to occur of the following:
(a) the date that is 12 months after the date of this
Meeting;
(b) the time and date of the Company’s next annual
general meeting; and
(c) the time and date of approval by Shareholders of any
transaction under Listing Rule 11.1.2 (a significant
change in the nature or scale of activities) or Listing Rule
11.2 (disposal of the main undertaking).
Minimum price Any Equity Securities issued under the 7.1A Mandate must be in
an existing quoted class of Equity Securities and be issued for
cash consideration at a minimum price of 75% of the volume
weighted average price of Equity Securities in that 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 entity 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 (a) above, the date on
which the Equity Securities are issued.
Use of funds The Company intends to use funds raised from issues of Equity
Securities under the 7.1A Mandate for continued investment in
the Company's current assets, the acquisition of new assets or
investments (including expenses associated with such an
acquisition), and/or for general working capital.
Risk of economic
and voting dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute
the interests of Shareholders who do not receive any Shares
under the issue.
If this Resolution is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under
the 7.1A Mandate, the economic and voting dilution of existing
Shares would be as shown in the table below.
6694-03/3801421_9 8
REQUIRED
INFORMATION
DETAILS
The table below shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in Listing
Rule 7.1A.2, on the basis of the closing market price of Shares and
the number of Equity Securities on issue or proposed to be issued
as at 21 October 2025.
The table also shows the voting dilution impact where the
number of Shares on issue (Variable A in the formula) changes
and the economic dilution where there are changes in the issue
price of Shares issued under the 7.1A Mandate.
DILUTION
Number of Shares on
Issue (Variable A in
Listing Rule 7.1A.2)
Shares
issued – 10%
voting
dilution
Issue Price
$0.003 $0.006 $0.009
50%
decrease
Issue
Price
50%
increase
Funds Raised
Current
1,297,159,078 129,715,907 $389,147 $778,295 $1,167,443
50%
increase 1,945,738,617 194,573,861 $583,721 $1,167,443 $1,751,164
100%
increase
2,594,318,156 259,431,815 $778,295 $1,556,590 $2,334,886
*The number of Shares on issue (Variable A in the formula) could increase as
a result of the issue of Shares that do not require Shareholder approval (such
as under a pro-rata rights issue or scrip issued under a takeover offer) or that
are issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. There are currently 1,297,159,078 Shares on issue comprising:
(a) 1,247,159,078 existing Shares as at the date of this Notice; and
(b) 50,000,000 Shares which will be issued if Resolution 8 is passed at
this Meeting.
2. The issue price set out above is the closing market price of the Shares
on the ASX on 21 October 2025 (being $0.006) (Issue Price). The Issue
Price at a 50% increase and 50% decrease are each rounded to three
decimal places prior to the calculation of the funds raised.
3. The Company issues the maximum possible number of Equity Securities
under the 7.1A Mandate.
4. The Company has not issued any Equity Securities in the 12 months prior
to the Meeting that were not issued under an exception in Listing Rule
7.2 or with approval under Listing Rule 7.1.
5. The issue of Equity Securities under the 7.1A Mandate consists only of
Shares. It is assumed that no Options are exercised into Shares before
the date of issue of the Equity Securities. If the issue of Equity Securities
includes quoted Options, it is assumed that those quoted Options are
exercised into Shares for the purpose of calculating the voting dilution
effect on existing Shareholders.
6. The calculations above do not show the dilution that any one particular
Shareholder will be subject to. All Shareholders should consider the
dilution caused to their own shareholding depending on their specific
circumstances.
7. This table does not set out any dilution pursuant to approvals under
Listing Rule 7.1 unless otherwise disclosed.
8. The 10% voting dilution reflects the aggregate percentage dilution
against the issued share capital at the time of issue. This is why the
voting dilution is shown in each example as 10%.
9. The table does not show an example of dilution that may be caused
to a particular Shareholder by reason of placements under the 7.1A
Mandate, based on that Shareholder’s holding at the date of the
Meeting.
6694-03/3801421_9 9
REQUIRED
INFORMATION
DETAILS
Shareholders should note that there is a risk that:
(a) the market price for the Company’s Shares may be
significantly lower on the issue date than on the date of
the Meeting; and
(b) the Shares may be issued at a price that is at a discount
to the market price for those Shares on the date of issue.
Allocation policy
under 7.1A Mandate
The recipients of the Equity Securities to be issued under the 7.1A
Mandate have not yet been determined. However, the
recipients of Equity Securities could consist of current
Shareholders or new investors (or both), none of whom will be
related parties of the Company.
The Company will determine the recipients at the time of the
issue under the 7.1A Mandate, having regard to the following
factors:
(a) the purpose of the issue;
(b) alternative methods for raising funds available to the
Company at that time, including, but not limited to, an
entitlement issue, share purchase plan, placement or
other offer where existing Shareholders may
participate;
(c) the effect of the issue of the Equity Secur
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