Notice of 2026 Annual General Meeting and Proxy Form
Released
Released
Announcement PDF
SKY METALS LIMITED
ACN 098 952 035
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11:00am (AEDT)
DATE: 20 October 2026
PLACE: Level 2
66 Hunter 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
11:00am (AEDT) on 18 October 2026.
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B U S I N ES S OF TH E M EE 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 2026 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 2026.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR SCOTT TODD
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 15.4 of the Constitution, Listing Rule 14.4 and for all
other purposes, Mr Scott Todd, a Director who was appointed as an additional
Director on 18 December 2025, retires, and being eligible, is elected as a Director.”
3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR RIMAS KAIRAITIS
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 15.2 of the Constitution, Listing Rule 14.4 and for all
other purposes, Mr Rimas Kairaitis, a Director, retires by rotation, and being eligible,
is re-elected as a Director.”
4. RESOLUTION 4 – 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.”
5. RESOLUTION 5 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – MR OLIVER
DAVIES
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is
given for the Company to issue 1,375,000 Performance Rights to Mr Oliver Davies (or
his nominee(s)) under the Plan on the terms and conditions set out in the Explanatory
Statement.”
6. RESOLUTION 6 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – MR SCOTT TODD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is
given for the Company to issue 1,100,000 Performance Rights to Mr Scott Todd (or
his nominee(s)) under the Plan on the terms and conditions set out in the Explanatory
Statement.”
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7. RESOLUTION 7 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – MR NORMAN
SECKOLD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is
given for the Company to issue 400,000 Performance Rights to Mr Norman Seckold
(or his nominee(s)) under the Plan on the terms and conditions set out in the
Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – MR RICHARD
HILL
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is
given for the Company to issue 400,000 Performance Rights to Mr Richard Hill (or his
nominee(s)) under the Plan on the terms and conditions set out in the Explanatory
Statement.”
9. RESOLUTION 9 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – MR RIMAS
KAIRAITIS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is
given for the Company to issue 400,000 Performance Rights to Mr Rimas Kairaitis (or
his nominee(s)) under the Plan on the terms and conditions set out in the Explanatory
Statement.”
10. RESOLUTION 10 – APPROVAL TO ISSUE SHARES TO DIRECTOR – MR OLIVER DAVIES
To consider and, if thought fit, to pass 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 500,000 Shares to Mr Oliver Davies (or his nominee/s)
on the terms and conditions set out in the Explanatory Statement.”
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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
Performance Rights to Director –
Mr Oliver Davies
In accordance with section 224 of the Corporations Act, a vote on Resolution 5
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 5 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 5 Excluded Party.
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:
(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.
Provided the Chair is not a Resolution 5 Excluded Party, 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 – Approval to Issue
Performance Rights to Director –
Mr Scott Todd
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 6 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 6 Excluded Party.
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:
(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.
Provided the Chair is not a Resolution 6 Excluded Party, 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 7 – Approval to Issue
Performance Rights to Director –
Mr Norman Seckold
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 7 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 7 Excluded Party.
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:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
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(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
Provided the Chair is not a Resolution 7 Excluded Party, 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 8 – Approval to Issue
Performance Rights to Director –
Mr Richard Hill
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 8 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 8 Excluded Party.
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:
(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.
Provided the Chair is not a Resolution 8 Excluded Party, 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 9 – Approval to Issue
Performance Rights to Director –
Mr Rimas Kairaitis
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 9 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 9 Excluded Party.
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:
(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.
Provided the Chair is not a Resolution 9 Excluded Party, 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
Performance Rights to Director –
Mr Oliver Davies
Mr Oliver Davies (or his nominee(s)) and any other person referred to in Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee
incentive scheme in question or an associate of that person or those persons.
Resolution 6 – Approval to Issue
Performance Rights to Director –
Mr Scott Todd
Mr Scott Todd (or his nominee(s)) and any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 7 – Approval to Issue
Performance Rights to Director –
Mr Norman Seckold
Mr Norman Seckold (or his nominee(s)) and any other person referred to in Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee
incentive scheme in question or an associate of that person or those persons.
Resolution 8 – Approval to Issue
Performance Rights to Director –
Mr Richard Hill
Mr Richard Hill (or his nominee(s)) or any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 9 – Approval to Issue
Performance Rights to Director –
Mr Rimas Kairaitis
Mr Rimas Kairaitis (or his nominee(s)) or any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 10 – Approval to Issue
Shares to Director – Mr Oliver
Davies
Mr Oliver Davies (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.
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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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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 +61 411 411 485.
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E X PL A N A T O R Y S T A T EM 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 2026 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 https://www.skymetals.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.
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3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR SCOTT TODD
3.1 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.
Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office
only until the next annual general meeting and is then eligible for election by Shareholders
but shall not be taken into account in determining the Directors who are to retire by
rotation (if any) at that meeting.
Mr Scott Todd, having been appointed by other Directors on 18 December 2025 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 Mr Scott Todd is set out below.
Qualifications,
experience and other
material directorships
Mr Todd is a qualified mining engineer and highly experienced
mining professional, who has held numerous senior leadership
positions such as Chief Operating Officer at PYBAR Mining
Services, Vice President at Mitsubishi Developments Pty Ltd,
and NSW Mining Division Manager at Thiess Pty Ltd.
Term of office Mr Todd has served as a Director since 18 December 2025.
Independence If re-elected, the Board does not consider that Mr Todd 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. These include checks as to a
person’s experience, educational qualifications, character,
criminal record and bankruptcy history. The Company
undertook such checks prior to the appointment of Mr Todd.
Board
recommendation
Having received an acknowledgement from Mr Todd that he
will have sufficient time to fulfil his responsibilities as a Director
and having reviewed the performance of Mr Todd since his
appointment to the Board and the skills, knowledge,
experience and capabilities required by the Board, the
Directors (other than Mr Todd) recommend that Shareholders
vote in favour of Resolution 2.
3.2 Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, Mr Todd will be elected to the Board as executive Director.
If Resolution 2 is not passed, Mr Todd will not continue in his role as an executive 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
the Company’s ability to execute on its strategic vision.
4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR RIMAS KAIRAITIS
4.1 General
Listing Rule 14.4 and clause 15.2 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 Rimas Kairaitis, having held office without re-election since 30 October 2023 and being
eligible, retires by rotation and seeks re-election.
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Further information in relation to Mr Rimas Kairaitis is set out below.
Qualifications,
experience and other
material directorships
Mr Rimas Kairaitis is a minerals industry executive with over 25
years’ experience in minerals exploration, project
development, mineral processing and company
management in gold, base metals, industrial minerals and
speciality minerals. From 2006 to 2016 Mr Kairaitis was the
founding Managing Director and Chief Executive Officer of
Aurelia Metals Limited (ASX: AMI), which he steered from a
junior exploration company to a profitable NSW based gold
and base metals producer.
Mr Kairaitis is also the Managing Director of process technology
company Alpha HPA Limited (ASX: A4N).
Term of office Mr Kairaitis has served as a Director since 20 June 2019 and was
last re-elected on 30 October 2023.
Independence If re-elected the Board cosniders that Mr Kairaitis will be an
independent director.
Board
recommendation
Having received an acknowledgement from Mr Kairaitis that
he will have sufficient time to fulfil his responsibilities as a
Director and having reviewed the performance of Mr Kairaitis
since his appointment to the Board and the skills, knowledge,
experience and capabilities required by the Board, the
Directors (other than Mr Kairaitis) recommend that
Shareholders vote in favour of Resolution 3.
4.2 Technical information required by Listing Rule 14.1A
If Resolution 3 is passed, Mr Kairaitis will be re-elected to the Board as an independent
Director.
If Resolution 3 is not passed, Mr Kairaitis will not continue in his 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 the Company’s ability to execute on its strategic vision.
5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE
5.1 General
Resolution 4 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.
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 $193,358,621. The Company is
therefore an Eligible Entity.
5.2 Technical information required by Listing Rule 14.1A
For Resolution 4 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 Resolution 4.
If Resolution 4 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.
10
If Resolution 4 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.
5.3 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 the acquisition
of new resources, assets and investments (including
expenses associated with such an acquisition), continued
exploration expenditure on the Company’s current
assets/or projects (funds would then be used for project,
feasibility studies and ongoing project administration), the
development of the Company’s current business and
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.
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
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