Notice of Annual General Meeting/Proxy Form
ARDIDEN LIMITED
ACN 110 884 252
NOTICE OF ANNUAL GENERAL MEETING
The annual general meeting of Ardiden Limited will be held at 9.00am
(AWST) on Wednesday, 20 November 2024 at The Park Business Centre,
45 Ventnor Avenue, West Perth WA 6005
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 accountant, solicitor or other professional adviser prior to voting.
If the above arrangements with respect to the Meeting change, Shareholders will be updated via
the ASX Market Announcements Platform.
ARDIDEN LIMITED
ACN 110 884 252
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of Ardiden Limited (Company)
will be held at 9.00am (AWST) on Wednesday, 20 November 2024 at The Park Business Centre, 45
Ventnor Avenue, West Perth WA 6005 (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the
Meeting. The Explanatory Memorandum and the Proxy Form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001
(Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on
Monday, 18 November 2024 at 4.00pm (AWST).
Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context
requires otherwise, have the meaning given to them in Schedule 1.
AGENDA
Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year
ended 30 June 2024, which includes the Financial Report, the Directors' Report and the
Auditor's Report.
1
Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding resolution
the following:
"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all
other purposes, Shareholders approve the adoption of the Remuneration Report on the terms
and conditions in the Explanatory Memorandum."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the
Company. Shareholders are encouraged to read the Explanatory Memorandum for further
details on the consequences of voting on this Resolution.
Voting Exclusion
A vote on this Resolution must not be cast (in any capacity):
(a)
by or on behalf of a member of the Key Management Personnel or a Closely Related
Party of such member, regardless of the capacity in which the vote is cast; or
(b)
by a person appointed as a proxy, where that person is either a member of the Key
Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such persons if the vote is not cast on behalf of a person who
is excluded from voting on this Resolution, and:
2
2
(a)
the person is appointed as a proxy by writing that specifies the way the proxy is to vote
on this Resolution; or
(b)
the person is the Chairperson and the appointment of the Chairperson as proxy does
not specify the way the proxy is to vote on this Resolution but expressly authorises the
Chairperson to exercise the proxy, even if this Resolution is connected directly or
indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 2 – Re-election of Mr Jeremy Robinson as
Director
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
"That, pursuant to and in accordance with Article 6.1(f)(i) and for all other purposes, Mr Jeremy
Robinson, Director, retires and being eligible pursuant to Article 6.1(i), is re-elected as a Director
on the terms and conditions in the Explanatory Memorandum."
3
Resolution 3 – Election of Mr Douglas Jendry as
Director
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
"That, pursuant to and in accordance with Article 6.1(e) and for all other purposes,
Mr Douglas Jendry, who was appointed as a Director on 25 January 2024, retires and
being eligible, is re-elected as a Director on the terms and conditions in the Explanatory
Memorandum."
4
Resolution 4 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the
following:
'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the
Company (at the time of the issue) calculated in accordance with the formula prescribed in
Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.'
Voting Exclusion
If at the time approval is sought the Company is proposing to make an issue of equity securities
under Rule 7.1A.2, the Company will disregard any votes cast in favour of this Resolution by or
on behalf of a person who is expected to participate in, or who will obtain a material benefit as
a result of, the proposed issue (except a benefit solely in the capacity of a holder of ordinary
securities in the entity) or an associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in
accordance with directions given to the proxy or attorney to vote on this Resolution in
that way; or
3
(b)
the Chairperson as proxy or attorney for a person who is entitled to vote on this
Resolution, in accordance with a direction given to the Chairperson to vote on this
Resolution as the Chairperson 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 this Resolution; and
(ii)
the holder votes on this Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Note: As at the date of this Notice, it is not known who may participate in any Equity Securities
issued under Resolution 4 and the Company has not approached any Shareholder or identified
a class of existing Shareholders to participate in any issue of Equity Securities under the 10%
Placement Facility. Accordingly, no Shareholders are excluded from voting on Resolution 4.
By order of the Board
Tara Robson
Company Secretary
Dated:8 October 2024
4
ARDIDEN LIMITED
ACN 110 884 252
EXPLANATORY MEMORANDUM
1
Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting.
This Explanatory Memorandum should be read in conjunction with and forms part of the Notice.
The purpose of this Explanatory Memorandum is to provide information to Shareholders in
deciding whether or not to pass the Resolutions:
Section 2:
Action to be taken by Shareholders
Section 3:
Annual Report
Section 4:
Resolution 1 – Remuneration Report
Section 5:
Resolution 2 – Re-election of Mr Jeremy Robinson as Director
Section 6
Resolution 3 – Election of Mr Douglas Jendry as Director
Section 7:
Resolution 4 – Approval of 10% Placement Facility
Schedule 1:
Definitions
A Proxy Form is located at the end of this Explanatory Memorandum.
2
Action to be taken by Shareholders
Shareholders should read the Notice including this Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
The Company advises that a poll will be conducted for all Resolutions.
2.1
Proxies
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to
appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and
encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the
Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a
Proxy Form will not preclude a Shareholder from attending and voting at the Meeting (subject
to the voting exclusions detailed in the Notice).
Please note that:
(a)
a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(b)
a proxy need not be a member of the Company; and
(c)
a member of the Company entitled to cast two or more votes may appoint two proxies
and may specify the proportion or number of votes each proxy is appointed to exercise.
5
Where the proportion or number is not specified, each proxy may exercise half of the
votes.
If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to
appoint an individual as its representative, the body corporate should provide that person with
a certificate or letter executed in accordance with the Corporations Act authorising him or her
to act as that body corporate’s representative. The authority may be sent to the Company or its
share registry in advance of the Meeting or handed in at the Meeting when registering as a
corporate representative
Proxy Forms must be received by the Company no later than 9.00am (AWST) on Monday, 18
November 2024, being at least 48 hours before the Meeting.
The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
2.2
Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)
A vote on Resolution 1 must not be cast (in any capacity):
(a)
by or on behalf of a member of the Key Management Personnel or a Closely Related
Party of such member, regardless of the capacity in which the vote is cast; or
(b)
by a person appointed as a proxy, where that person is either a member of the Key
Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such persons if the vote is not cast on behalf of a person who
is excluded from voting on this Resolution, and:
2.3
(a)
the person is appointed as a proxy by writing that specifies the way the proxy is to vote
on this Resolution; or
(b)
the person is the Chairperson and the appointment of the Chairperson as proxy does
not specify the way the proxy is to vote on this Resolution but expressly authorises the
Chairperson to exercise the proxy, even if this Resolution is connected directly or
indirectly with the remuneration of a member of the Key Management Personnel.
Attendance at Meeting
Shareholders are invited to attend the Meeting in person at the time and place indicated in the
Notice. Shareholders may vote by directed proxy in lieu of attending the Meeting in person.
Shareholders can submit any questions in advance of the Meeting by emailing the questions to
info@ardiden.com.au by no later than 5.00pm (AWST) on Wednesday, 13 November 2024.
If it becomes necessary or appropriate to make alternative Meeting arrangements to those
detailed in the Notice, Shareholders will be updated via the ASX announcements platform.
3
Annual Report
In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid
before the annual general meeting. There is no requirement for Shareholders to approve the
Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(a)
discuss the Annual Report which is available online at https://www.ardiden.com.au/;
(b)
ask questions about, or comment on, the management of the Company; and
(c)
ask the auditor questions about the conduct of the audit and the preparation and
content of the Auditor's Report.
6
In addition to taking questions at the Meeting, written questions to the Chairperson about the
management of the Company, or to the Company's auditor about:
(a)
the preparation and the content of the Auditor's Report;
(b)
the conduct of the audit;
(c)
accounting policies of the Company in relation to the preparation of the financial
statements; and
(d)
the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than five business days before the Meeting (being, no later than
5.00pm (AWST) on Wednesday, 13 November 2024) to the Company Secretary at the
Company's registered office.
4
Resolution 1 – Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to the vote of Shareholders. The Directors' Report contains the
Remuneration Report which sets out the remuneration policy for the Company and the
remuneration arrangements in place for the executive Directors, specified executives and
non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and
does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to
alter any of the arrangements in the Remuneration Report.
Shareholders will have the opportunity to remove the whole Board except the Managing
Director if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two
consecutive annual general meetings.
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual
general meetings, the Company will be required to put to Shareholders at the second annual
general meeting a resolution on whether another meeting should be held (within 90 days) at
which all Directors (other than the Managing Director) who were in office at the date of approval
of the applicable Directors' Report must stand for re-election.
The Remuneration Report did not receive a Strike at the 2023 annual general meeting. Please
note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is
received at the 2025 annual general meeting, this may result in the re-election of the Board.
The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or
comment on the Remuneration Report.
Resolution 1 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 1.
If the Chairperson is appointed as your proxy and you have not specified the way the
Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are
considered to have provided the Chairperson with an express authorisation for the Chairperson
to vote the proxy in accordance with the Chairperson's intention, even though Resolution 1 is
connected directly or indirectly with the remuneration of a member of the Key Management
Personnel.
7
5
Resolution 2 – Re-election of Mr Jeremy Robinson as
Director
5.1
General
Article 6.1(f)(i)(A) provides that an election of directors must take place each year and one third
of the Directors (excluding any Director required to retire under Article 6.1(e) and the Managing
Director), rounded down to the nearest whole number, must retire from office as Directors.
Article 6.1(g) provides that if the Directors were last elected on the same day, the Director who
must retire at a meeting in accordance with Article 6.1(f)(i)(A) must be determined by agreement
or in the absence of agreement, by lot.
Article 6.1(i) provides that a Director retiring from office under Article 6.1(f) is eligible for
re-election.
Mr Jeremy Robinson was last re-elected as a Director by Shareholders at the annual general
meeting held on 22 November 2023.
Accordingly, Resolution 2 provides that Mr Robinson will retire as a Director at the Meeting and,
being eligible, offers himself for election.
Mr Robinson is an experienced resources executive, having 20 years of experience in the
industry ranging from Managing Director to Business Development positions. He is currently
the principal of Churchill Strategic Investments Group, which has financed multiple junior
explorers and developers across the ASX and TSX. Mr Robinson is the Executive Chair of
Cosmos Exploration Limited, and the Non-Executive Chair of RareX Limited and Brazilian
Critical Minerals. He is also a Non-Executive Director of BBX Minerals Limited, Kincora
Limited and Commerce Resources Corp (TSXV:CCE).
Resolution 2 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 2.
5.2
Board Recommendation
The Board (excluding Mr Jeremy Robinson) supports the election of Mr Robinson and
recommends that Shareholders vote in favour of Resolution 2.
6
Resolution 3 – Election of Mr Douglas Jendry as
Director
6.1
General
Article 6.1(d) provides that the Directors may appoint any person as a Director either as an
addition to the existing Directors or to fill a casual vacancy.
Article 6.1(e) provides that a Director appointed pursuant to Article 6.1(d) must retire from
office at the next annual general meeting.
Article 6.1(i) provides that a Director retiring from office under Article 6.1(e) is eligible for
re-election.
Accordingly, Resolution 3 provides that Mr Douglas Jendry will retire as a Director at the
Meeting, and being eligible, offers himself for election.
Mr Jendry is an accomplished geologist with over 30 years of international experience in
mining and capital markets. He has been involved as an Executive and Non-Executive
8
Director for several mining companies with particular focus on companies listed in Australia
and London. He was previously Chair of Capricorn Metals and Talon Energy and
Non-Executive Director of Toubani Resources. He is a technical consultant to the Nero
Resource Fund, a Perth based emerging small resource fund investing in companies listed
on the Australian, UK and Canadian exchanges. Mr Jendry is a Non-Executive Director of
IPB Petroleum.
Resolution 3 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 3.
6.2
Board Recommendation
The Board (excluding Mr Douglas Jendry) supports the re-election of Mr Jendry and
recommends that Shareholders vote in favour of Resolution 3.
7
Resolution 4 – Approval of 10% Placement Facility
7.1
General
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 securities it had on issue at the start of
that period (15% Placement Capacity).
Listing Rule 7.1A enables an Eligible Entity to issue Equity Securities up to 10% of its issued
share capital through placements over a 12 month period after the annual general meeting
(10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15%
Placement Capacity under Listing Rule 7.1.
An Eligible Entity for the purposes of Listing Rule 7.1A, is an entity that is not included in the
S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is
an Eligible Entity.
The Company is seeking Shareholder approval to issue Equity Securities under the 10%
Placement Facility. The number of Equity Securities to be issued under the 10% Placement
Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2
(refer to Section 7.2(c)).
If Resolution 4 is passed, the Company will be able to issue Equity Securities under Listing Rule
7.1A up to 10% of its issued share capital over a 12 month period after the annual general
meeting, in addition to the Company’s 15% Placement Capacity under Listing Rule 7.1.
If Resolution 4 is not passed, the Company will not be able to access the 10% Placement
Facility to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A
and will remain subject to the 15% limit on issuing Equity Securities without Shareholder
approval under Listing Rule 7.1.
Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by
Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a
corporate Shareholder, by a corporate representative).
The Chairperson intends to exercise all available proxies in favour of Resolution 4.
7.2
Listing Rule 7.1A
(a)
Shareholder approval
The ability to issue Equity Securities under the 10% Placement Facility is subject to
Shareholder approval by way of a special resolution at an annual general meeting.
9
(b)
Equity Securities
Any Equity Securities issued under the 10% Placement Facility must be in the same
class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has on issue one quoted class of Equity
Securities, being Shares.
(c)
Formula for calculating 10% Placement Facility
Listing Rule 7.1A.2 provides that Eligible Entities which have obtained Shareholder
approval at an annual general meeting may issue or agree to issue, during the 12 month
period after the date of the annual general meeting, a number of Equity Securities
calculated in accordance with the following formula:
(A x D) – E
A
is the number of Shares on issue at the commencement of the relevant period:
(A)
plus the number of Shares issued in the relevant period under an
exception in Listing Rule 7.2 other than exception 9, 16 or 17;
(B)
plus the number of Shares issued in the relevant period on the
conversion of convertible securities within Listing Rule 7.2 exception 9
where:
(C)
(I)
the convertible securities were issued or agreed to be issued
before the commencement of the relevant period; or
(II)
the issue of, or agreement to issue, the convertible securities
was approved, or taken under the Listing Rules to have been
approved under Listing Rule 7.1 or 7.4;
plus the number of Shares issued in the relevant period under an
agreement to issue securities within Listing Rule 7.2 exception 16
where:
(I)
the agreement was entered into before the commencement of
the relevant period; or
(II)
the agreement was approved, or taken under these rules to
have been approved, under Listing Rule 7.1 or 7.4;
(D)
plus the number of any other Shares issued in the relevant period with
approval under Listing Rule 7.1 or 7.4;
(E)
plus the number of partly paid ordinary shares that became fully paid
in the relevant period; and
(F)
less the number of Shares cancelled in the relevant period.
Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's
15% Placement Capacity.
D
is 10%
E
is the number of Equity Securities issued or agreed to be issued under Listing
Rule 7.1A.2 in the 12 months before the date of the issue or agreement has
not been subsequently approved by Shareholders under Listing Rule 7.4.
10
(d)
Listing Rule 7.1 and Listing Rule 7.1A
The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition
to the entity's 15% Placement Capacity under Listing Rule 7.1.
At the date of the Notice, the Company has on issue 62,517,506 Shares and therefore
has a capacity to issue:
(i)
9,377,625 Equity Securities under Listing Rule 7.1; and
(ii)
subject to Shareholder approval being sought under Resolution 4, 6,251,750
Equity Securities under Listing Rule 7.1A.
The actual number of Equity Securities that the Company will have capacity to issue
under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities
in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to
Section 7.2(c)).
(e)
Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less
than 75% of the VWAP of Equity Securities in the same class calculated over the
15 Trading Days on which trades in that class were recorded immediately before:
(f)
(i)
the date on which the price at which the Equity Securities are to be issued is
agreed; or
(ii)
if the Equity Securities are not issued within 10 Trading Days of the date in
paragraph (i) above, the date on which the Equity Securities are issued.
10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid
from the date of the annual general meeting at which the approval is obtained and
expires on the earlier to occur of:
(i)
the date that is 12 months after the date of the annual general meeting at which
the approval is obtained;
(ii)
the date of the entity’s next annual general meeting; or
(iii)
the date of Shareholder approval of a transaction under Listing Rules 11.1.2
(a significant change to the nature or scale of activities) or 11.2 (disposal of
main undertaking),
(the 10% Placement Period).
7.3
Effect of Resolution
The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under
Listing Rule 7.1A during the 10% Placement Period without using the Company's 15%
Placement Capacity under Listing Rule 7.1.
11
7.4
Specific information required by Listing Rule 7.3A
In accordance with Listing Rule 7.3A, information is provided as follows:
(a)
(b)
The Equity Securities will be issued at an issue price of not less than 75% of the VWAP
for the Company's Equity Securities over the 15 Trading Days on which trades in that
class were recorded immediately before:
(i)
the date on which the price at which the Equity Securities are to be issued is
agreed; or
(ii)
if the Equity Securities are not issued within 10 Trading Days of the date in
paragraph (i) above, the date on which the Equity Securities are issued.
If Resolution 4 is approved by Shareholders and the Company issues Equity Securities
under the 10% Placement Facility, the existing Shareholders' voting power in the
Company will be diluted as shown in the below table. There is a risk that:
(i)
the market price for the Company's Equity Securities may be significantly lower
on the date of the issue of the Equity Securities than on the date of the Meeting;
and
(ii)
the Equity Securities may be issued at a price that is at a discount to the market
price for the Company's Equity Securities on the issue date or the Equity
Securities are issued as part of consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the issue of the Equity
Securities.
(c)
The below table shows the dilution of existing Shareholders on the basis of the current
market price of Shares and the current number of ordinary securities for variable 'A'
calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the
Notice.
(d)
The table also shows:
(i)
two examples where variable 'A' has increased, by 50% and 100%. Variable 'A'
is based on the number of ordinary securities the Company has on issue. The
number of ordinary securities on issue may increase as a result of issues of
ordinary securities that do not require Shareholder approval (for example, a pro
rata entitlements issue or scrip issued under a takeover offer) or future specific
placements under Listing Rule 7.1 that are approved at a future Shareholders'
meeting; and
(ii)
two examples of where the issue price of ordinary securities has decreased by
50% and increased by 100% as against the current market price.
12
Variable 'A'
in Listing
Rule 7.1A.2
Current
Variable A
62,517,506
Shares
50%
increase in
current
Variable A
93,776,259
Shares
100%
increase in
current
Variable A
125,035,012
Shares
Dilution
$0.07
$0.14
$0.21
50% decrease in
Issue Price
Issue Price
50%
increase in
Issue Price
10%
Voting
Dilution
6,251,750
6,251,750
6,251,750
Shares
Shares
Shares
Funds
raised
$437,623
$875,245
$1,312,868
10%
Voting
Dilution
9,377,625
9,377,625
9,377,625
Shares
Shares
Shares
Funds
raised
$656,434
$1,312,8668
$1,969,301
10%
Voting
Dilution
12,503,501
12,503,501
12,503,501
Shares
Shares
Shares
Funds
raised
$875,245
$1,750,490
$2,625,735
The table has been prepared on the following assumptions:
(i)
the Company issues the maximum number of Equity Securities available under
the 10% Placement Facility;
(ii)
no Options (including any Options issued under the 10% Placement Facility) or
Performance Rights are exercised into Shares before the date of the issue of
the Equity Securities;
(iii)
the 10% voting dilution reflects the aggregate percentage dilution against the
issued share capital at the time of issue. This is why the voting dilution is shown
in each example as 10%;
(iv)
the table does not show an example of dilution that may be caused to a
particular Shareholder by reason of placements under the 10% Placement
Facility, based on that Shareholder's holding at the date of the Meeting;
(v)
the table shows only the effect of issues of Equity Securities under Listing Rule
7.1A, not under the 15% Placement Capacity under Listing Rule 7.1;
(vi)
the issue of Equity Securities under the 10% Placement Facility consists only
of Shares; and
(vii)
the issue price is $0.14, being the closing price of Shares on ASX on 7 October
2024.
13
(e)
7.5
The Company will only issue the Equity Securities during the 10% Placement Period.
The approval under Resolution 4 for the issue of the Equity Securities will cease to be
valid on the earlier of:
(i)
the date that is 12 months after the date of the annual general meeting at which
the approval is obtained;
(ii)
the time and date of the entity's next annual general meeting; or
(iii)
the time and date that Shareholders approve a transaction under Listing
Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing
Rule 11.2 (disposal of main undertaking).
(f)
The Company may seek to issue the Equity Securities for cash consideration. In such
circumstances, the Company intends to use the funds raised towards the Company's
existing exploration projects, the acquisition of new mineral projects and general
working capital.
(g)
The Company will comply with the disclosure obligations under Listing Rules 3.10.3
and 7.1A.4 upon issue of any Equity Securities.
(h)
The Company's allocation policy is dependent on the prevailing market conditions at
the time of any proposed issue pursuant to the 10% Placement Fa
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