TIDMMNC
RNS Number : 2110M
Metminco Limited
26 April 2018
METMINCO LIMITED
ABN 43 119 759 349
Notice of Annual General Meeting
The Annual General Meeting (Meeting) of Shareholders of Metminco
Limited (Metminco or the Company) will be held on Monday 28 May
2018 at 10.30am AEDT at the offices of Grant Thornton, Level 17 383
Kent Street, Sydney NSW 2000.
The Explanatory Statement that accompanies and forms part of
this Notice describes the matters to be considered at the Meeting.
Terms used in this Notice and the accompanying Explanatory
Statement are defined in the Glossary set out at the end of the
Explanatory Statement.
ITEMS OF BUSINESS
Ordinary Business
Annual Accounts and Reports
To receive and consider the Directors' Report, Financial Report
and Auditor's Report of Metminco for the year ended 31 December
2017.
Resolution 1 - Remuneration Report (non-binding resolution)
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That the Remuneration Report set out in the Directors' Report
of the Company for the financial year ended 31 December 2017 be
adopted."
Note: - the vote on this Resolution is advisory only and does
not bind the Directors or the Company.
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party or Associate of such a member.
However, the entity need not disregard a vote if:
(a) it is cast by a person as a proxy for a person who is
entitled to vote, in accordance with the directions on the proxy
form; or
(b) it is cast by the person chairing the meeting as a proxy for
a person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
In addition, the Company need not disregard a vote on this
Resolution if it is cast by proxy for a person who is entitled to
vote, in accordance with the directions on the proxy form; or if
the vote is cast by the Chairman as a proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form
as the proxy decides.
Resolution 2 - Re-election of Mr Kevin Wilson as a Director
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That Mr Wilson, being a director of the Company who was
appointed by the directors on 23 March 2018 under rule 15.6(a) of
the Company's constitution and who retires under rule 15.6(b) of
the Company's constitution and, being eligible, is elected as a
director of the Company."
For Information Only - Retirement of Director
Mr Francisco Vergara-Irarrazaval was appointed a director on 1
April 2010. Mr Vergara-Irarrazaval retires in accordance with
clause 15.10 of the Company's constitution at the conclusion of
this Annual General Meeting but does not seek re-election.
Resolution 3 - Election of Mr Glenister Lamont as a Director
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That Mr Lamont is elected as a director of the Company under
rule 15.12 of the Company's constitution."
Special Business
Resolution 4 - Ratification of the issue of ordinary shares
(Placement Shares) to refresh the Company's 15% placement
capacity
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 and for all other
purposes, Shareholder approval is given to the issue of 19,080,045
fully paid ordinary shares in the Company at $0.008, to
sophisticated investors, as detailed in the Explanatory
Statement."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- the participants in the Placement as detailed in the Explanatory Statement; or
-- an Associate of those persons.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy decides.
Resolution 5 - Approval to issue Placement Options
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of Listing Rule 7.1 and for all other
purposes, Shareholder approval is given to the issue of 6,360,015
Options exercisable at $0.011 each, on or before 1 June 2020 to the
investors who participated in the Placement of 19,080,045 ordinary
fully paid shares in the Company at $0.008 on 28 March 2018, as
detailed in the Explanatory Statement."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- the participants in the Placement as detailed in the Explanatory Statement; or
-- a person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue;
or
-- an Associate of those persons.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy decides.
Resolution 6 - Approval to issue Underwriter Options
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of Listing Rule 7.1 and for all other
purposes, Shareholder approval is given to the issue of up to
231,610,545 Options exercisable at $0.011 each, on or before 1 June
2020 to the Underwriter (or its nominee) pursuant to the
Entitlement Offer as detailed in the Explanatory Statement."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- the Underwriter or the sub-underwriters (who are all not known at this time); or
-- a person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue;
or
-- an Associate of those persons.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
Resolution 7 - Ratification of the issue of ordinary shares (New
Lanstead Shares) to refresh the Company's 15% placement
capacity
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 and for all other
purposes, Shareholder approval is given to issue Lanstead Capital
LP 2,702,152 fully paid ordinary shares in the Company at an issue
price of $0.008, as detailed in the Explanatory statement."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- Lanstead Capital LP; or
-- an Associate of those persons.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
Resolution 8 - Ratification of Options (New Redfield Options) to
refresh the Company's 15% placement capacity
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 and for all other
purposes, Shareholder approval is given to issue to Redfield Asset
Management Pty Ltd 9,876,512 Options exercisable at $0.011 each, on
or before 1 June 2020 as detailed in the Explanatory
Statement."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- Redfield Asset Management Pty Ltd; or
-- an Associate of those persons.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
Resolution 9 - Approval of the Company's Long Term Incentive
Plan
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purpose of Listing Rule 7.2 (Exception 9) and for
all other purposes, the issue of Performance Rights or Options
under the Metminco Long Term Incentive Plan and the terms of the
Metminco Long Term Incentive Plan, as detailed in the Explanatory
Memorandum accompanying this Notice, be approved."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- a director of the entity; or
-- an Associate of those persons.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
Resolution 10 - Approval of the Issue of Performance Rights to
Mr Wilson under the Long Term Incentive Plan
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"If Resolution 9 is passed, that for the purposes of s208 of the
Corporations Act and Listing Rule 10.14 of the ASX, and for all
other purposes, the Company be authorised to grant to Mr Kevin
Wilson up to 58 million Performance Rights under the Company's Long
Term Incentive Plan on the terms and conditions set out in the
Explanatory Memorandum accompanying this Notice."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- any director of the entity who is eligible to participate in
the Company's Long Term Incentive Plan; or
-- an Associate of this person.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
Resolution 11 - Approval of the Issue of Options to Mr Higgins
under the Long Term Incentive Plan
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"If Resolution 9 is passed that, for the purposes of s208 of the
Corporations Act and Listing Rule 10.14 of the ASX, and for all
other purposes, the Company be authorised to grant to Mr Roger
Higgins up to 14.4 million Options under the Company's Long Term
Incentive Plan on the terms and conditions set out in the
Explanatory Memorandum accompanying this Notice."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- any director of the entity who is eligible to participate in
the Company's Long Term Incentive Plan or
-- an Associate of this person.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
Resolution 12 - Approval of the Issue of Options to Mr Lamont
under the Long Term Incentive Plan
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"If Resolutions 3 & 9 are passed that, for the purposes of
s208 of the Corporations Act and Listing Rule 10.14 of the ASX, and
for all other purposes, the Company be authorised to grant to Mr
Glenister Lamont up to 14.4 million Options under the Company's
Long Term Incentive Plan on the terms and conditions set out in the
Explanatory Memorandum accompanying this Notice."
Voting Exclusion Statement
The entity will disregard any votes cast in favour of the
resolution by or on behalf of:
-- any director of the entity who is eligible to participate in
the Company's Long Term Incentive Plan or
-- an Associate of this person.
However, the entity need not disregard a vote if:
-- it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
-- it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
For the purposes of regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the Company determines that Shareholders
recorded on the Company's register at 10:30 am (Sydney time) or
1.30am (BST) on Saturday, 26 May 2018 (Record Date) will be
entitled to attend and vote at the Meeting. If you are not a
registered Shareholder at the Record Date, you will not be entitled
to vote in respect of that Share.
If you cannot attend the Meeting in person, you are encouraged
to sign and deliver the accompanying proxy form and return it in
accordance with the instructions set out below.
APPOINTMENT OF PROXIES
A Shareholder entitled to attend and vote at the Annual General
Meeting may appoint an individual or a body corporate as a proxy to
attend the Meeting and, on a poll, vote on the Shareholder's
behalf. A proxy need not be a Shareholder. A Shareholder 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. The enclosed proxy form provides further details on
proxies and lodging proxy forms. If a Shareholder appoints a member
of KMP or a Closely Related Party of any member of KMP as proxy,
the KMP or Closely Related Party is not able to vote proxies on
Resolution 1 unless the Shareholder directs them how to vote by
marking the boxes on the proxy form for Resolution 1. If a
Shareholder appoints the Chairman of the Meeting as proxy, the
Shareholder can direct the Chairman how to vote by either marking
the relevant boxes on the proxy form (i.e. 'for', 'against' or
'abstain') OR by marking the Chairman's voting direction box on the
proxy form (in which case this will be considered to be an express
direction to the Chairman of the Meeting to vote in favour of
Resolution 1 even though Resolution 1 is connected directly or
indirectly with the remuneration of a member of KMP and/or even if
the Chairman of the Meeting has an interest in the outcome of this
Resolution. If no direction is provided and the Chairman's voting
box is not marked (or if the direction is to 'abstain') the
Chairman of the Meeting will not be able to cast the Shareholder's
votes on Resolution 1 and those votes will not be counted in
calculating the required majority on a poll.
Subject to the paragraphs above, if a Shareholder appoints the
Chairman of the Meeting as the Shareholder's proxy and does not
specify how the Chairman is to vote on a Resolution, the Chairman
will vote, as proxy for that Shareholder, in favour of that
Resolution on a poll. For Shareholders registered on the Australian
register, section 250B of the Corporations Act stipulates that the
proxies must be delivered prior to 10:30 am (Sydney time) on
Saturday, 26 May 2018 to:
Metminco Limited
Link Market Services
Locked Bag A14
Sydney South NSW 1235 Australia
QUESTIONS
If you have any questions about any matter contained in the
Notice of Meeting, please contact the Company Secretary, Graeme
Hogan, on (02) 9460 1856 or "graeme.hogan@metminco.com.au"
By order of the Board
Graeme Hogan
Company Secretary
26 April 2018
Important Notice - Accessing the Company's 2017 Annual
Report
The Company's 2017 Annual Report is now available on the
Company's website at
www.metminco.com.au/site/news/Annual-Reports-Archive.
You will only receive a printed copy of the Annual Report if you
have elected to continue receiving shareholder communications in
hard copy.
If you have not elected to continue to receive a printed copy of
the Company's Annual Report but now (or sometime in the future)
wish to do so, please contact the Company's share registry, Link
Market Services Limited, to change your shareholder communication
preferences.
Voting Entitlements
The Company has determined that for the purpose of voting at the
Meeting, Shareholders eligible to vote at the Meeting are those
persons who are the registered holders of Shares at 10.30am (Sydney
time) or 1.30am (BST) on Saturday 26 May 2018 (see page 6 of this
Notice).
How to vote
Your vote is important. You may cast your vote in the following
ways:
-- by attending and voting at the Meeting on 28 May 2018 at 10.30am (Sydney time); or
-- by completing and returning the enclosed proxy form so that
it is received by the Company's share registry by 10.30am (Sydney
time) or 1.30am (BST) on Saturday 26 May 2018; or
-- in the case of a corporate shareholder, by appointing a
corporate representative to attend the Meeting in person (using a
certificate of appointment obtained from the Company's share
registry).
Explanatory Statement
The purpose of this Explanatory Statement is to explain the
resolutions in the accompanying Notice of Annual General Meeting
and to provide Shareholders with all information known to the
Company that is material to a decision on how to vote on those
resolutions.
The Directors recommend Shareholders read the Notice and this
Explanatory Statement in full before making any decision in
relation to the Resolutions.
Capitalised terms in this Explanatory Statement are defined in
the glossary at the end of this document.
Consider Accounts and Reports
The Corporations Act requires the Director's Report, Financial
Report and Auditor's Report of the Company to be laid before the
Meeting. Accordingly, the reports for the financial year ended
31 December 2017 will be presented for consideration by
Shareholders. No resolution is required on these reports.
The chair of the Meeting will allow a reasonable opportunity for
Shareholders to ask questions or make comments about those reports
and the management of the Company. Shareholders will also be given
a reasonable opportunity to ask the auditor questions about the
conduct of the audit and the preparation and content of the
Auditor's Report.
Resolution 1 - Remuneration Report (non-binding resolution)
The Remuneration Report for the financial year ended 31 December
2017 is set out in the Company's 2017 Annual Report. By way of
summary, the Remuneration Report sets out the Company's
remuneration policies and sets out remuneration details for each
Director and other Key Management Personnel of the Company.
Shareholders attending the Meeting will be given a reasonable
opportunity to ask questions about, or make comments on, the
Remuneration Report.
Under the Corporations Act, a listed entity is required to put
to the vote a resolution that the Remuneration Report be adopted.
The vote on this resolution is advisory only and does not bind the
Directors or the Company. However, if at least 25% of the votes
cast on Resolution 1 are cast against the adoption of the
Remuneration Report at two consecutive annual general meetings,
then a 'board spill resolution' must be put to the Shareholders
proposing the calling of a Shareholder meeting to consider the
appointment of Directors.
If a board spill resolution is passed by the Shareholders, the
Company is required to hold a further meeting of Shareholders
within 90 days to consider replacing those Directors (other than
the Executive Chairman of the Company) in office at the time the
Remuneration Report was approved by the Board.
Less than 25% of votes cast at the last Annual General Meeting
of the Company were cast against the resolution to adopt the
Remuneration Report for the year ended 31 December 2016.
Resolution 2 - Re-election of Mr Kevin Wilson as a Director
Pursuant to clause 15.6(a) of the Constitution, the Directors
may at any time appoint a person to be a director, either to fill a
casual vacancy or as an addition to the existing Directors. Any
Director so appointed holds office only until the following general
meeting and is then eligible for re-election in accordance with
clause 15.6(b) of the Constitution. Listing Rule 14.4 also states
that a director appointed to fill a casual vacancy or as an
addition to the board must not hold office (without re-election)
past the next annual general meeting of the Company.
Mr Wilson was appointed by the Board as a Director on 23 March
2018 and retires in accordance with the Company's Constitution and
the Listing Rules and, being eligible for re-election, offers
himself for re-election at the Annual General Meeting. Mr Wilson's
experience and qualifications are set out in the Annual Report.
Recommendation: The Directors (other than Mr Wilson) recommend that
Shareholders vote in favour of Resolution 2.
For Information Only - Retirement of Director
Mr Francisco Vergara-Irarrazaval was appointed a director on 1
April 2010. Mr Vergara-Irarrazaval retires in accordance with
clause 15.10 of the Company's constitution at the conclusion of
this Annual General Meeting but does not seek re-election.
Resolution 3 - Election of Mr Glenister Lamont as a Director
Mr Lamont has been nominated by Mr Wilson to be a director of
the Company. Mr Lamont has accepted the nomination. The election of
Mr Lamont will ensure that the Company has 3 directors as required
by clause 15.5(a) of the Company's Constitution.
Glenister Lamont has an Honours degree in Mining Engineering and
a Masters of Business Administration from IMD, Switzerland. Mr
Lamont is a Fellow of the Financial Services Institute of
Australasia, a Fellow of the Australian Institute of Company
Directors and a Fellow of the Australian Institute of Mining and
Metallurgy. Mr Lamont has worked as an engineer and manager in
gold, base metal and coal mines. Previously, as General Manager for
Ashton Mining, he led strategic planning and commercial
implementation of business development. Before that, as an
Executive Director at UBS, he undertook financial, technical and
strategic evaluation of companies and participated in many
corporate transactions. Mr Lamont is a professional non-executive
director and consultant on investor relations.
He currently is the non-executive Chairman of Golden Rim
Resources Ltd. Mr Lamont has been a director of Golden Rim since 17
July 2007.
Logmaor Pty Ltd, a company associated with Mr Lamont, was an
investor subscribing for 1,500,000 shares in the Placement of
shares on 28 March 2018. If Resolution 5 is passed Logmaor Pty Ltd
will also receive 500,000 Options exercisable at $0.011 with an
expiry of 1 June 2020. As a Shareholder at the Record Date of the
Entitlement Offer, Logmaor Pty Ltd was entitled to subscribe for
375,000 ordinary shares at $0.008 per share and receive 125,000
Options exercisable at $0.011 with an expiry of 1 June 2020.
The Directors recommend that Shareholders vote in favour of
Resolution 3.
Resolution 4 - Ratification of the issue of ordinary shares
(Placement Shares) to refresh the Company's 15% placement
capacity
On 28th March 2018, the Company issued 19,080,045 ordinary fully
paid shares at an issue price of $0.008 per share to the following
subscribers:-
-- 4,000,000 shares to Thea Management Pty Ltd;
-- 3,280,045 shares to Martin Place Securities Nominees Pty Ltd;
-- 2,500,000 shares to Haustella Pty Ltd;
-- 2,500,000 shares to Jayart Funds Management Pty Ltd;
-- 1,500,000 shares to Mr Suffian Ahmad;
-- 1,500,000 shares to Logmaor Pty Ltd;
-- 1,400,000 shares to Locope Pty Ltd;
-- 1,400,000 shares to Sanperez Pty Ltd; and
-- 1,000,000 shares to Tethsyrock Pty Ltd
The Placement Shares will rank equally with existing Shares. The
terms of the offer to the above subscribers is the same as that
offered in the Entitlement Offer of 23 March 2018.
The proceeds of Placement Shares will be applied to fund
exploration activities, the retirement of the Redfield convertible
note, payment of creditors and general working capital including
corporate and general administration costs.
The Directors recommend that Shareholders vote in favour of
Resolution 4.
Resolution 5 - Approval to issue Placement Options
On 28th March 2018, the Company issued 19,080,045 ordinary fully
paid shares at an issue price of $0.008 per share to investors
listed in Resolution 4 above.
In addition to the offer to subscribe for ordinary fully paid
shares at $0.008 per share, the subscribers were offered one Option
for every 3 ordinary shares subscribed for at an exercise price of
$0.011 and an expiry date of 1 June 2020. The issue price of each
Placement Option is nil and the full terms and conditions of these
Options are contained in Schedule 1.The terms of the offer to the
above subscribers is the same as that offered in the Entitlement
Offer of 23 March 2018. If approved it is proposed to seek
quotation of the Placement Options on the ASX.
The Company is seeking approval for the issue of the Placement
Options under ASX Listing Rule 7.1 and the following information is
provided in accordance with ASX Listing Rule 7.3:-
-- The maximum number of Placement Options to be issued is 6,360,015;
-- The Placement Options will be issued following the Annual
General Meeting but before 1 June 2018;
-- The exercise price of the Placement Options is $0.011 per option;
-- The following subscribers will be issued the Placement Options:-
o 1,333,333 options to Thea Management Pty Ltd;
o 1,093,348 options to Martin Place Securities Nominees Pty
Ltd;
o 833,333 options to Haustella Pty Ltd;
o 833,333 options to Jayart Funds Management Pty Ltd;
o 500,000 options to Mr Suffian Ahmad;
o 500,000 options to Logmaor Pty Ltd;
o 466,667 options to Locope Pty Ltd;
o 466,667 options to Sanperez Pty Ltd; and
o 333,333 options to Tethsyrock Pty Ltd
-- The Placement Options have an exercise price of $0.011 with an expiry date of 1 June 2020;
-- The proceeds of Placement Options will be applied to fund
exploration activities, the retirement of the Redfield Convertible
Note, payment of creditors and general working capital including
corporate and general administration costs.
The Directors recommend that Shareholders vote in favour of
Resolution 5.
Resolution 6 - Approval to issue Underwriter Options
The Company announced an Entitlement Offer on 23 March 2018 and
the Prospectus was released on the ASX the same day. The Prospectus
was mailed to eligible Shareholders on 3 April 2018. Included in
the Entitlement Offer document was obligation of the Company to
issue 231,610,545 Underwriter Options. The issue price of each
Underwriter Option is nil and the full terms and conditions of
these Options are contained in Schedule 1.
The Company is seeking approval to issue Underwriter Options
under ASX Listing Rule 7.1 and the following information is
provided in accordance with ASX Listing Rule 7.3:-
-- The maximum number of Underwriter Options to be issued is 231,610,545;
-- The Underwriter Options will be issued following the Annual
General Meeting but before 1 June 2018;
-- The exercise price of the Underwriter Options is $0.011 per option;
-- The Underwriter Options will be issued to the Underwriter and
sub-underwriters (who are not all known at this time) to the
Entitlement Offer dated 23 March 2018;
-- The Underwriter Options have an exercise price of $0.011 with an expiry date of 1 June 2020;
-- The proceeds of Underwriter Options will be applied to fund
exploration activities, the retirement of the Redfield convertible
note, payment of creditors and general working capital including
corporate and general administration costs.
The Directors (other than Mr Wilson) recommend that Shareholders
vote in favour of Resolution 6. Mr Kevin Wilson is a
sub-underwriter and will participate in the Shortfall Offer and
therefore the Underwriter Options. As disclosed on page 15 of the
Entitlement Offer Prospectus, Mr Wilson will participate as a
sub-underwriter for up to 12,500,000 New Shares and therefore
receive up to 4,166,667 Underwriter Options. Accordingly, Mr Wilson
will not make a recommendation in relation to this Resolution
6.
Resolution 7 - Ratification of the issue of ordinary shares (New
Lanstead Shares) to refresh the Company's 15% placement
capacity
Pursuant to a financing agreement dated on or about November
2016, the Company agreed to issue Lanstead Capital LP 2,702,152
fully paid ordinary Shares (New Lanstead Shares) in respect of fees
associated with a financing transaction. This fee was deferred and
it has been agreed to issue these Shares following completion of
the Entitlement Offer.
The New Lanstead Shares will be issued under the Company's
available placement capacity after the securities are allotted
under the Entitlement Offer. The securities under the Entitlement
Offer were allotted on 24 April 2018. Accordingly, the New Lanstead
Shares are anticipated to be issued on or before 1 May 2018 which
is after the date of this Notice however before the date of the
Annual General Meeting.
The Company seeks approval for the purposes of Listing Rule 7.4
for the ratification of the issue and allotment of the New Lanstead
Shares.
The New Lanstead shares will be issued on the same terms as the
Entitlement Offer, ie $0.008 per share.
If this Resolution is approved it is proposed to seek quotation
of the New Lanstead Shares on the ASX and AIM.
The Directors recommend that Shareholders vote in favour of
Resolution 7.
Resolution 8 - Ratification of issue of options (New Redfield
Options) to refresh the Company's 15% placement capacity
The Company has agreed to issue Redfield 9,876,512 Options (New
Redfield Options) exercisable on no less favourable terms as the
Placement Options (refer to Section 4 of the Entitlement Offer
Prospectus dated 23 March 2018 and ASX announcement on 5 March 2018
for further details). The issue price is $nil.
The New Redfield Options have an exercise price of $0.011 per
Option with an expiry date of 1 June 2020. The New Redfield Options
will be issued under the Company's available placement capacity
after the securities are allotted under the Entitlement Offer. The
securities under the Entitlement Offer were allotted on 24 April
2018. Accordingly, the New Redfield Options are anticipated to be
issued on or before 1 May 2018 which is after the date of this
Notice however before the date of the Annual General Meeting.
Should these options be exercised the funds will used for
general working capital including corporate and administration
costs.
The Company seeks approval for the purposes of Listing Rule 7.4
for the ratification of the issue and allotment of the New Redfield
Options.
If this Resolution is approved it is proposed to seek quotation
of the New Redfield Options on the ASX.
The Directors recommend that Shareholders vote in favour of
Resolution 8.
Resolution 9 - Approval of the Company's Long term Incentive
Plan
Listing Rule 7.1 requires a listed company to obtain Shareholder
approval prior to the issue of securities representing more than
15% of the issued capital of that company in any rolling 12 month
period.
An exception to Listing Rule 7.1 is set out in Listing Rule 7.2
(Exception 9), which provides that issues under an employee
incentive scheme are exempt for a period of 3 years from the date
on which Shareholders approve the issue of securities under the
plan as an exception to Listing Rule 7.1.
Accordingly, the Company is seeking Shareholder approval for a
new employee share plan under Listing Rule 7.2 (Exception 9).
The Metminco Long Term Incentive Plan (LTIP) will replace the
existing Metminco Employee Share Option Plan approved by
Shareholder at the Annual General Meeting on 29 May 2014. This LTIP
has the same terms and conditions as the LTIP approved at the
Annual General Meeting on 29 May 2014. The LTIP establishes the
legal framework under which awards will be made for the purposes of
the Metminco Group's long-term incentive arrangements.
The LTIP follows a review by the Remuneration & Nomination
Committee and the Board of the existing remuneration arrangements.
The Remuneration and Nomination Committee recommends to
Shareholders the implementation of the LTIP. The Annual Report
includes the audited Remuneration Report for each year. The
Remuneration Report discloses the remuneration of each key
management person, including directors, and also their holdings in
securities of the Company and movements in those holdings during
the year.
If any Performance Rights are to be issued to directors of the
Company or other related parties, then the Company will put before
Shareholders a resolution(s) for approval prior to any such
issue(s).
Please note that this Notice includes:-
-- Resolution 10, which seek Shareholder approval for the issue
of 58 million Performance Rights to Mr Kevin Wilson, who is
Executive Chairman of the Company,
-- Resolution 11 which seeks Shareholder approval for the issue
of 14.4 million Options to Mr Higgins, who is a Non-Executive
Director; and
-- Resolution 12 which seeks Shareholder approval for the issue
of 14.4 million Options to Mr Lamont, who is a proposed
Non-Executive Director and, if Resolution 3 is passed, will become
a Non-Executive Director after this Annual General Meeting as a
Non-Executive Director.
It is at this stage no practical to provide a table of the
effect of the impact of dilution of existing Shareholders due the
number of resolutions included in this Notice which are subject to
Shareholder approval. As it is not known at this time if these
resolutions or which of these resolutions will be approved, it is
not practical to provide a table of the impact of dilution through
the issue of these Performance Rights.
The LTIP is designed to align the remuneration of the members of
the LTIP with the achievement of superior and sustainable returns
to Shareholders. The grant of Performance Rights and Options under
the LTIP will be subject to the attainment of targets in terms of
both absolute and relative Total Shareholder Returns. The
Performance Rights and Options will convert into Shares in the
Company, thus incentivising participants by enabling them to
participate in its future growth and prosperity through share
ownership.
It is the opinion of the Board that, until such time as the
Company achieves an operating cash-flow, the issue of Performance
Rights and Options represents a more cost-effective and more
cash-conserving means of attracting and retaining highly qualified
executive management and staff than the payment of cash
compensation.
The LTIP aims to:
-- assist with attracting, motivating and retaining high calibre Directors and employees;
-- align the interest of Directors and employees with
Shareholders by matching rewards with the long-term performance of
the Company; and
-- align the incentives provided to participating Directors and
employees with current market practice.
No securities have previously been issued under the LTIP.
LTIP Rules - Summary
Set out below is a summary of the LTIP Rules which govern the
general terms under which equity securities will be made:
The grant of securities to a Director or employee is subject to
both the LTIP Rules and the terms of the specific grant as set out
in an individual director's or employee's offer document.
The key terms are as follows:
Eligibility:
Eligibility will be maintained for Executive, Non-Executive
Directors and the Executive Chairman.
Vehicle:
Performance Rights and Options will be granted in the form of
incentive rights to Shares or cash-settled incentive rights (at the
discretion of the Board).
Performance hurdles:
Performance Rights and Options will vest in tranches subject to
independent performance hurdles based on the achievement of Key
Performance Indicators.
Frequency of grant and award quantum:
The frequency of grant is at the discretion of the Board, but
Performance Rights and Options are intended to be granted on a
3-year cycle. The total LTIP Performance Right and Options quantum
will be based on a multiple of the participant's remuneration prior
to the commencement of the 3-year cycle (subject to performance, as
determined by the Board), divided by the 20-day VWAP of Shares
prior to the grant.
Vesting/performance period:
Performance Rights and Options under the LTIP will vest after a
three-year performance period (from the date of grant), provided
the relevant performance hurdles and other conditions in the LTIP
Rules are met.
Cessation of employment:
In general, if the participant ceases employment with Metminco
by reason of:
-- termination for cause, unvested awards will be forfeited.
-- resignation, unvested awards will typically be forfeited.
If the participant ceases employment with Metminco in other
circumstances, unvested Performance Rights and Options (pro-rated
for time) will remain 'on foot' and may vest at the end of the
original performance period to the extent performance conditions
are met (subject to Board discretion).
Corporate action/capital reorganisation:
-- If there is a bonus issue to Shareholders, the number of
Performance Rights and Options will be increased by the number of
Shares which the participant would have received if the Performance
Rights and Options had vested before the record date for the bonus
issue.
-- If there is a pro-rata issue (other than a bonus issue) the
number of Performance Rights and Options to which each participant
is entitled will be adjusted in the manner provided for in the
Listing Rules.
-- If, prior to the vesting of any Performance Rights and
Options, there is a reorganisation of the issued capital of the
Company, then the rights of a participant (including the number of
Performance Rights and Options to which each participant is
entitled) is changed to the extent necessary to comply with the
Listing Rules applying to a reorganisation of capital at the time
of the reorganisation.
No dealing/hedging:
A Performance Right or Option granted under and subject to the
LTIP Rules is only transferable:
-- with the consent of the Board; or
-- by force of law upon death to the participant's legal
personal representative or upon bankruptcy to the participant's
trustee in bankruptcy.
Where the participant purports to transfer a Performance Right
or Option other than in accordance with the LTIP Rules, the
Performance Right or Option immediately lapses.
Change of control:
In the event of change of control, the participant's unvested
Performance Rights and Options will be tested at time of change of
control and vest to the extent performance conditions have been
satisfied.
Clawback:
Unvested Performance Rights and Options may be subject to
clawback (at the discretion of the Board) where a participant's
conduct may lead, or may have led, to termination for cause (if the
actions of the participant were known prior to the participant's
cessation of employment).
Post vesting disposal restrictions:
Shares allocated upon vesting of Performance Rights and Options
will not be subject to disposal restrictions.
There are no loans provided to eligible participants of the
LTIP.
Recommendation: The Directors do not make a recommendation on
remuneration of fellow directors as it may be viewed as a conflict
of interest to do so.
Resolution 10 - Approval of the Issue of Performance Rights to
Mr Wilson under the Long Term Incentive Plan
ASX Listing Rule 10.14 requires an entity to not permit a
director to acquire securities under an employee incentive scheme
without the approval of Shareholders.
Therefore, if Resolution 9 is approved by Shareholders then the
Company intends to issue Performance Rights to Mr Wilson.
ASX Listing Rule 10.15A the following information is
provided:-
-- It is the intention of the Board to propose the issue of a
total of up to 58 million Performance Rights over approximately
three years, split into five equal tranches of approximately
11,600,000 Performance Rights with both performance and share price
vesting conditions as follows:
-- Tranche 1 - 11,600,000 Performance Rights vesting on a 30 day
VWAP of 1.2 cents before December 31 2018;
-- Tranche 2 - 11,600,000 Performance Rights vesting on a 30 day
VWAP of 1.6 cents before December 31, 2019;
-- Tranche 3 - 11,600,000 Performance Rights vesting on delivery
of a resource of at least 1 million ounces gold at Tesorito before
December 31, 2019 ;
-- Tranche 4 - 11,600,000 Performance Rights vesting on a 30 day
VWAP of 2.4 cents before December 31, 2020; and
-- Tranche 5 - 11,600,000 Performance Rights vesting on delivery
of a resource of at least 1 million ounces gold at Chuscal before
December 31, 2020.
The 58 million Performance Rights have a nil issue price. The
Non-Executive Directors and executive are eligible to participate
in the LTIP.
The terms of the Performance Rights are:-
-- They are upon vesting Shares at nil cost; and
-- Will be on the same terms and rank equally with all other Shares issued by the Company.
There are no further terms. The Performance Rights are governed
by the LTIP as disclosed in the explanatory statement above for
resolution 9.
The 58 million Performance Rights are seen as incentivising Mr
Wilson to achieve either share price targets or resources at
exploration targets that if achieved will be to the benefit of all
Shareholders. The number of Performance Rights to be provided to Mr
Wilson was a decision of the Board upon the appointment of Mr
Wilson as Executive Chairman. The number of Performance Rights to
be provided and their terms were negotiated between Mr Wilson and
the Board at the time of his appointment. There is no other
disclosure as to why the specified number of Performance Rights is
to be granted to Mr Wilson and why the specified value of the
Performance Rights was chosen.
The Company has engaged Value Logic Pty Ltd to provide an
independent valuation of the Performance Rights to be issued to Mr
Wilson and using the Monte Carlo Simulation, ValueLogic has valued
the Performance Rights at $331,894. The assumptions used by Value
Logic Pty Ltd are as follows:-
Resource Resource
Series $0.012 $0.016 $0.024 Delivery Delivery Total
------------ ------------ ------------ ------------ ------------ ------------ ---------
No of
rights 11,600,000 11,600,000 11,600,000 11,600,000 11,600,000
------------ ------------ ------------ ------------ ------------ ------------ ---------
Issue 28 May 28 May 28 May 28 May 28 May
Date 2018 2018 2018 2018 2018
------------ ------------ ------------ ------------ ------------ ------------ ---------
Vesting 31 December 31 December 31 December 31 December 31 December
date 2018 2019 2020 2019 2020
------------ ------------ ------------ ------------ ------------ ------------ ---------
Expiry 31 December 31 December 31 December 31 December 31 December
date 2018 2019 2020 2019 2020
------------ ------------ ------------ ------------ ------------ ------------ ---------
Share
Price $0.010 $0.010 $0.010 $0.010 $0.010
------------ ------------ ------------ ------------ ------------ ------------ ---------
Exercise
Price $0.000 $0.000 $0.000 $0.000 $0.000
------------ ------------ ------------ ------------ ------------ ------------ ---------
Time
to Expiry 0.59 1.59 2.60 1.59 2.60
------------ ------------ ------------ ------------ ------------ ------------ ---------
Risk
Free
Rate 2.12% 2.12% 2.12% 2.12% 2.12%
------------ ------------ ------------ ------------ ------------ ------------ ---------
Dividend
Yield 0.00% 0.00% 0.00% 0.00% 0.00%
------------ ------------ ------------ ------------ ------------ ------------ ---------
Volatility 67.212% 67.212% 67.212% 67.212% 67.212%
------------ ------------ ------------ ------------ ------------ ------------ ---------
Black
& Scholes
Value $0.010 $0.010 $0.010 $0.010 $0.010
------------ ------------ ------------ ------------ ------------ ------------ ---------
Binomial
Model
Value $0.010 $0.010 $0.010 $0.010 $0.010
------------ ------------ ------------ ------------ ------------ ------------ ---------
Monte
Carlo
Value $0.004 $0.003 $0.002 $0.010 $0.010
------------ ------------ ------------ ------------ ------------ ------------ ---------
Total
Value $42,158 $33,599 $24,137 $116,000 $116,000 $331,894
------------ ------------ ------------ ------------ ------------ ------------ ---------
Details of any securities issued under the Long Term Incentive
Plan will be published in each annual report of Metminco relating
to a period in which securities have been issued, and that approval
for the issue of securities was obtained under ASX Listing Rule
10.14.
Any additional persons who become entitled to participate in the
Long Term Incentive Plan after the Resolution was approved and who
were not named in this Notice will not participate until approval
is obtained under ASX Listing Rule 10.14.
A summary of the terms and conditions of the LTIP are provided
in Resolution 9 Explanatory Statement, including who is eligible to
participate. There were no issues made under the previous plan.
Recommendation: The Directors do not make a recommendation on
remuneration of fellow Directors as it may be viewed as a conflict
of interest to do so.
Resolution 11 - Approval of the Issue of Options to Mr Higgins
under the Long Term Incentive Plan
ASX Listing Rule 10.14 requires an entity to not permit a
director to acquire securities under an employee incentive scheme
without the approval of Shareholders.
Therefore, if Resolution 9 is approved by Shareholders then the
Company intend to issue 14,400,000 Options to Mr Higgins.
ASX Listing Rule 10.15A the following information is
provided:-
-- Tranche 1: 4,800,000 Options vesting on 30 day VWAP of 1.2 cents before 31 December 2018;
-- Tranche 2: 4,800,000 Options vesting on 30 day VWAP of 1.6
cents before 31 December 2019; and
-- Tranche 3: 4,800,000 Options vesting on 30 day VWAP of 2.4 cents before 31 December 2020
The above Options have an issue price equal to the vesting price
ie 1.2 cents for Tranche 1, 1.6 cents for Tranche 2 and 2.4 cents
for Tranche 3. The Executive Chairman, Non-Executive Directors and
executive Directors are eligible to participate in the LTIP.
The 14.4 million Options are seen as incentivising Mr Higgins to
achieve share price targets that if achieved will be to the benefit
of all Shareholders. The number of Options to be provided to Mr
Higgins was a decision of the Board in response to the changes in
the Board and Management. The number of Options to be provided and
their terms were negotiated between Mr Higgins and the Board. There
is no other disclosure as to why the specified number of Options
are to be granted to Mr Higgins and why the specified value of the
Options was chosen. The terms of these Options are the same as the
terms and conditions of the Options disclosed in Schedule 1, except
these Options are unlisted and have different exercise prices and
expiry dates as per the table below.
The Company has engaged Value Logic Pty Ltd to provide an
independent valuation of the Options to be issued to Mr Higgins and
using the Monte Carlo Simulation, ValueLogic has valued the Options
at $7,153. The assumptions used by Value Logic Pty Ltd are as
follows:-
Series $0.012 $0.016 $0.024 Total
------------ ------------ ------------ ------------ -------
No of
rights 4,800,000 4,800,000 4,800,000
------------ ------------ ------------ ------------ -------
Issue 28 May 28 May 28 May
Date 2018 2018 2018
------------ ------------ ------------ ------------ -------
Vesting 31 December 31 December 31 December
date 2018 2019 2020
------------ ------------ ------------ ------------ -------
Expiry 31 December 31 December 31 December
date 2018 2019 2020
------------ ------------ ------------ ------------ -------
Share
Price $0.010 $0.010 $0.010
------------ ------------ ------------ ------------ -------
Exercise
Price $0.012 $0.016 $0.024
------------ ------------ ------------ ------------ -------
Time to
Expiry 0.59 1.59 2.60
------------ ------------ ------------ ------------ -------
Risk Free
Rate 2.12% 2.12% 2.12%
------------ ------------ ------------ ------------ -------
Dividend
Yield 0.00% 0.00% 0.00%
------------ ------------ ------------ ------------ -------
Volatility 67.212% 67.212% 67.212%
------------ ------------ ------------ ------------ -------
Black
& Scholes
Value $0.0014 $0.0020 $0.0019
------------ ------------ ------------ ------------ -------
Binomial
Model
Value $0.0014 $0.0020 $0.0019
------------ ------------ ------------ ------------ -------
Monte
Carlo
Value $0.0005 $0.0006 $0.0004
------------ ------------ ------------ ------------ -------
Total
Value $2,490 $2,712 $1,951 $7,153
------------ ------------ ------------ ------------ -------
Details of any securities issued under the Long Term Incentive
Plan will be published in each annual report of Metminco relating
to a period in which securities have been issued, and that approval
for the issue of securities was obtained under ASX Listing Rule
10.14.
Any additional persons who become entitled to participate in the
Long Term Incentive Plan after the Resolution was approved and who
were not named in this Notice will not participate until approval
is obtained under ASX Listing Rule 10.14.
If these options are exercised the funds will be used for
general working capital including general administration and
corporate costs.
A summary of the terms and conditions of the LTIP are provided
in Resolution 9 Explanatory Statement, including who is eligible to
participate. There were no issues made under the previous plan.
Recommendation: The Directors do not make a recommendation on
remuneration of fellow Directors as it may be viewed as a conflict
of interest to do so.
Resolution 12 - Approval of the Issue of Options to Mr Lamont
under the Long Term Incentive Plan
ASX Listing Rule 10.14 requires an entity to not permit a
director to acquire securities under an employee incentive scheme
without the approval of Shareholders.
Therefore, if Resolutions 3 and 9 are approved by Shareholders
then the Company intend to issue 14,400,000 Options to Mr
Lamont.
ASX Listing Rule 10.15A the following information is
provided:-
-- Tranche 1: 4,800,000 Options vesting on 30 day VWAP of 1.2 cents before 31 December 2018;
-- Tranche 2: 4,800,000 Options vesting on 30 day VWAP of 1.6
cents before 31 December 2019 ; and
-- Tranche 3: 4,800,000 Options vesting on 30 day VWAP of 2.4 cents before 31 December 2020.
The 14.4 million Options have an issue price equal to the
vesting price of 1.2 cents for Tranche 1, 1.6 cents for Tranche 2
and 2.4 cents for Tranche 3. The Executive Chairman, Non-Executive
Directors and executive Directors are eligible to participate in
the LTIP.
The 14.4 million Options are seen as incentivising Mr Lamont to
achieve share price targets that if achieved will be to the benefit
of all Shareholders. The number of Options to be provided to Mr
Lamont was a decision of the Board in response to the changes in
the Board and Management. The number of Options to be provided and
their terms were negotiated between Mr Lamont and the Board prior
to his acceptance of his nomination to the Board. There is no other
disclosure as to why the specified number of Options are to be
granted to Mr Lamont and why the specified value of the Options was
chosen. The terms of these Options are the same as the terms and
conditions of the Options disclosed in Schedule 1, except these
Options are unlisted and have different exercise prices and expiry
dates as per the table below.
The Company has engaged Value Logic Pty Ltd to provide an
independent valuation of the Options to be issued to Mr Lamont and
using the Monte Carlo Simulation, ValueLogic has valued the Options
at $7,153. The assumptions used by Value Logic Pty Ltd are as
follows:-
Series $0.012 $0.016 $0.024 Total
------------ ------------ ------------ ------------ -------
No of
rights 4,800,000 4,800,000 4,800,000
------------ ------------ ------------ ------------ -------
Issue 28 May 28 May 28 May
Date 2018 2018 2018
------------ ------------ ------------ ------------ -------
Vesting 31 December 31 December 31 December
date 2018 2019 2020
------------ ------------ ------------ ------------ -------
Expiry 31 December 31 December 31 December
date 2018 2019 2020
------------ ------------ ------------ ------------ -------
Share
Price $0.010 $0.010 $0.010
------------ ------------ ------------ ------------ -------
Exercise
Price $0.012 $0.016 $0.024
------------ ------------ ------------ ------------ -------
Time to
Expiry 0.59 1.59 2.60
------------ ------------ ------------ ------------ -------
Risk Free
Rate 2.12% 2.12% 2.12%
------------ ------------ ------------ ------------ -------
Dividend
Yield 0.00% 0.00% 0.00%
------------ ------------ ------------ ------------ -------
Volatility 67.212% 67.212% 67.212%
------------ ------------ ------------ ------------ -------
Black
& Scholes
Value $0.0014 $0.0020 $0.0019
------------ ------------ ------------ ------------ -------
Binomial
Model
Value $0.0014 $0.0020 $0.0019
------------ ------------ ------------ ------------ -------
Monte
Carlo
Value $0.0005 $0.0006 $0.0004
------------ ------------ ------------ ------------ -------
Total
Value $2,490 $2,712 $1,951 $7,153
------------ ------------ ------------ ------------ -------
Details of any securities issued under the Long Term Incentive
Plan will be published in each annual report of Metminco relating
to a period in which securities have been issued, and that approval
for the issue of securities was obtained under ASX Listing Rule
10.14.
Any additional persons who become entitled to participate in the
Long Term Incentive Plan after the Resolution was approved and who
were not named in this Notice will not participate until approval
is obtained under ASX Listing Rule 10.14;
If these options are exercised the funds will be used for
general working capital including general administration and
corporate costs.
A summary of the terms and conditions of the LTIP are provided
in Resolution 9 Explanatory Statement, including who is eligible to
participate. There were no issues made under the previous plan.
Recommendation: The Directors do not make a recommendation on
remuneration of fellow directors as it may be viewed as a conflict
of interest to do so.
Schedule 1 - Terms of Placement Options, Underwriter Options,
and New Redfield Options
The following is a summary of the key terms of the Options in
relation to the Placement Options, Underwriter Options, and New
Redfield Options (collectively the "Options"):
(a) the Company will, in accordance with Listing Rule 2.8, make
an application to have the Options listed for Official
Quotation;
(b) each Option will have an exercise price of $0.011 ("Exercise Price");
(c) each Option will automatically lapse if not exercised on or
before the date that is two years after the date of issue;
(d) each Option shall entitle the holder to subscribe for and be
allotted one ordinary share in the capital of the Company upon
exercise of the Option and payment to the Company of the Exercise
Price;
(e) an Option may be exercised by the option holder at any time
during the Exercise Period by sending a completed and signed notice
of exercise, together with the payment of the Exercise Price to the
Company;
(f) a notice of exercise is only effective when the Company has
received the full amount of the Exercise Price in cash or cleared
funds;
(g) subject to any restrictions in the Listing Rules, within 10
business days of receipt of a property executed notice of exercise
and the required exercise moneys, the number of ordinary shares
specified in the notice will be allotted;
(h) ordinary shares allotted pursuant to the exercise of the
Options will rank equally with the then issued ordinary shares of
the Company;
(i) the Company undertakes to apply for Official Quotation and
Admission to trading on AIM of all ordinary shares allotted
pursuant to the exercise of any Options, within 10 business days of
the date of allotment of those new ordinary shares;
(j) there will be no participating entitlements inherent in the
Options to participate in new issues of capital which may be
offered to Shareholders during the currency of the Options. Prior
to any new pro rata issue of securities to Shareholders, holders of
Options will be notified by the Company and will be afforded seven
(7) business days before the relevant record date (to determine
entitlements to the issue), to exercise the Options;
(k) in the event of any reorganisation (including consolidation,
subdivision, reduction, cancellation or return) of the issued
capital of the Company before the expiry of any Options, all rights
of the option holder will be changed to the extent necessary to
comply with the Listing Rules and AIM Rules applying to a
reorganisation of capital at the time of reorganisation;
(l) if from time to time before the expiry of the Options the
Company makes an issue of ordinary shares to Shareholders by way of
a bonus issue, other than in lieu of a dividend payment, then upon
exercise of an Option the option holder will be entitled to have
issued to it (in addition to the ordinary shares which it is
otherwise entitled to have issued to it upon such exercise)
additional ordinary shares in the Company. The number of additional
ordinary shares is the number of ordinary shares which would have
been issued to the option holder if the Options had been exercised
before the record date for the bonus issue; and
(m) the Options do not confer the right to a change in the
Exercise Price, or a change to the number of underlying securities
over which it can be exercised, other than under paragraphs (k) and
(l) above.
Glossary
Admission the admission to trading on AIM in accordance with the
AIM Rules and the Rules of the London Stock Exchange
AIM the AIM market of the London Stock Exchange
AIM Rules means the AIM Rules for Companies, as amended from
time to time
Annual Report the Company's 2017 Annual Report
Associate has the meaning given to that term in the ASX Listing
Rules
ASX ASX Limited (ACN 008 624 691)
Board the board of Directors
BST British Summer Time
Business Day a trading day on the financial market operated by
ASX
Company (or Metminco) Metminco Limited (ABN 43 119 759 349)
Constitution the constitution of the Company
Corporations Act Corporations Act 2001 (Cth)
Closely Related Party in respect of a member of Key Management
Personnel, certain family members and dependants of the member and
companies controlled by the member, as defined in section 9 of the
Corporations Act
Closing Date means 17 April 2018
Director a director of the Company
Eligible Shareholders a Shareholder on the register of members
of the Company on the Record Date of 5.00pm (EST) on 28 March 2018
for the Australian Register and 5.00pm (London Time) for the UK
register
Entitlement Offer the offer made under the Entitlement Offer
Prospectus dated 23 March 2018 in respect of a pro-rata issue of
Shares at an offer price of $0.008 per New Share on the basis of
nine and a half (9.5) New Shares for every two (2) Shares held by
Eligible Shareholders on the Record Date, with one free attaching
New Option to be issued in respect of every three (3) New Shares
issued to Eligible Shareholders.
Entitlement Offer Prospectus prospectus lodged with by the
company with the ASX and dated 23 March 2018
Exercise Period the period in which the New Options may be
exercised, being a period that commences on the date of issue of
the New Options and ends on or before 1 June 2020
Explanatory Statement this explanatory statement
Key Management Personnel has the meaning given to that term in
the accounting standards and broadly includes those persons having
authority and responsibility for planning, directing and
controlling the activities of the Company, directly or indirectly,
including any Director (whether executive or otherwise)
Listing Rules the Listing Rules of ASX
Meeting the Annual General Meeting of the Company to be held on
28 May at 10:30am (Sydney time)
New Options one (1) free attaching new Option for every three
(3) New Shares issued to Eligible Shareholders, exercisable at
$0.011 during the Exercise Period. The Company intends to seek
quotation on ASX for the New Options.
New Shares a Share offered for subscription on the basis of, and
under the terms of, the Entitlement Offer as detailed in the
Entitlement Offer Prospectus.
Non-Executive Directors the Company's non-executive Directors,
being Mr Roger Higgins, Mr Francisco Vergara-Irarrazaval until the
conclusion of this AGM and Mr Glenister Lamont if Resolution 3 is
passed
Notice the Notice of Annual General Meeting accompanying this
Explanatory Statement
Option an option issued to subscribe for a Share
Performance Rights the performance rights to be issued under the
LTI Plan, details of which are in Resolutions 9 and 10.
Placement the placement to sophisticated and institutional
investors on 28 March 2018
Placement Options Options issued under the Placement Options
Offer, subject to Shareholder approval.
Placement Options Offer the offer of up to 6,360,015 Options
exercisable on the same terms as the Entitlement to sophisticated
and institutional investors on 28 March 2018 as per the Entitlement
Offer Prospectus dated 23 March 2018, on the basis of one (1)
option for every three (3) Shares subscribed for by those
Subscribers under the Placement.
Placement Shares the Shares issued under the Placement to
sophisticated and institutional on 28 March 2018.
Redfield Convertible Note means the $750,000 convertible note
entered into on 3 April 2017 with Redfield Asset Management
Limited
Remuneration Report contained in the Director's Report section
of the Annual Report
Resolution a resolution contained in the Notice
Share a fully paid ordinary share in the capital of the
Company
Shareholder (or member) a registered member of the Company
Shortfall those New Shares and New Options under the Entitlement
Offer not applied for by Eligible Shareholders under their
Entitlement by the Closing Date and offered under the Shortfall
Offer.
Shortfall Offer the offer described in Section 4.4 of the
Entitlement Offer Prospectus dated 23 March 2018 in respect of the
Shortfall.
Underwriter Patersons Securities Limited (AFSL 239052) who have
agreed to underwrite the Entitlement Offer as detailed in the
Entitlement Offer Prospectus dated 23 March 2018
Underwriter Options has the meaning given to it at Section 5.6
of the Entitlement Offer Prospectus dated 23 March 2018.
VWAP the volume weighted average price of Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
AGMEAPLKAFAPEEF
(END) Dow Jones Newswires
April 26, 2018 04:16 ET (08:16 GMT)
Metminco (LSE:MNC)
過去 株価チャート
から 11 2024 まで 12 2024
Metminco (LSE:MNC)
過去 株価チャート
から 12 2023 まで 12 2024
