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Notice of 2014 AGM
MALACHITE RESOURCES LIMITED
ABN 86 075 613 268
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given of the nineteenth Annual General Meeting of the Company At: The Philip Suite, The York Conference & Function Centre,
Level 2, 95-99 York Street
Sydney NSW 2000
On: Monday 30 November 2015 at 2.00 pm
BUSINESS
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Financial Report - Year Ended 30 June 2015
To receive and consider the Financial Report of the Company and its controlled entities and the reports of the Directors and the Auditor for the financial year ended 30 June 2015.
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Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution: That the Remuneration Report for the year ended 30 June 2015 be adopted.
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Re-election of Mr. Andrew McMillan as a Director
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That Mr. Andrew McMillan, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a Director of the Company.
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Ratification of the issue of new Unsecured Convertible Notes
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purpose of ASX Listing Rule 7.4 and for all other purposes, approval be given in respect of the issue of 4 new unsecured convertible notes to the Noteholders in the class of persons identified in the Explanatory Notes together with the issue of shares upon conversion of these convertible notes on the terms and conditions set out in the Explanatory Notes.
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Approval for the issue of 2.5 new Unsecured Convertible Notes to Mr. Andrew McMillan
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval be given to the issue of
2.5 new unsecured convertible notes to an associate of Mr. Andrew McMillan as set out in the Explanatory Notes together with the issue of shares upon conversion of the convertible notes on the terms and conditions set out in the Explanatory Notes.
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Approval for the issue of 3 new Unsecured Convertible Notes to Mr. Terry Cuthbertson
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval be given to the issue of
3.0 new unsecured convertible notes to an associate of Mr Terry Cuthbertson as set out in the Explanatory Notes together with the issue of shares upon conversion of the convertible notes on the terms and conditions set out in the Explanatory Notes.
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Approval for the issue of 0.5 new Unsecured Convertible Note to Mr. James Dean
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval be given to the issue of
0.5 new unsecured convertible note to an associate of Mr. James Dean as set out in the Explanatory Notes together with the issue of shares upon conversion of the convertible note on the terms and conditions set out in the Explanatory Notes.
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Ratify the previous issue of shares - Convertible Note Rollover Fees
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purpose of Listing Rule 7.4 of the Australian Securities Exchange and for all other purposes, the issue of 5,129,497 fully paid ordinary shares by the Company to the parties described in section 8 of the Explanatory Memorandum annexed to and forming part of this Notice of Meeting, be approved.
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Approve proposed issue of shares to Mr. Terry Cuthbertson - Convertible Note Rollover Fees
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purposes of Listing Rule 10.11 the Australian Securities Exchange and for all other purposes, approval be given in respect of the issue of 683,932 fully paid ordinary shares to be issued by the Company to an associate of Mr. Terry Cuthbertson as described in section 9 of the Explanatory Notes annexed to and forming part of this Notice of Meeting.
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Approve proposed issue of shares to Mr. Andrew McMillan - Convertible Note Rollover Fees
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purpose of Listing Rule 10.11 of the Australian Securities Exchange and for all other purposes, approval be given in respect of the issue of 341,967 fully paid ordinary shares to be issued by the Company to an associate of Mr. Andrew McMillan as described in section 10 of the Explanatory Notes annexed to and forming part of this Notice of Meeting.
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Approve proposed issue of shares to Mr. James Dean - Convertible Note Rollover Fees
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purpose of Listing Rule 10.11 of the Australian Securities Exchange and for all other purposes, approval be given in respect of the issue of 170,983 fully paid ordinary shares to be issued by the Company to an associate of Mr. James Dean as described in section 11 of the Explanatory Notes annexed to and forming part of this Notice of Meeting.
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Removal of Auditor
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
'That, subject to the passing of Resolution 13, PricewaterhouseCoopers the current auditor of the Company, be removed as the auditor of the Company in accordance with the Corporations Act, effective from the date of the Meeting.'
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Appointment of Auditor
To consider and, if thought fit, with or without amendment, to pass the following resolution as a special resolution:
'That, subject to the passing of Resolution 12, MNSA Pty Ltd being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the Company's auditor in accordance with the Corporations Act, effective from the date of the Meeting and the Directors be authorised to agree the remuneration.'
VOTING EXCLUSIONS
RESOLUTION 2 - Remuneration Report:
The Company will disregard any votes cast on Resolution 2:
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by or on behalf of a member of the Key Management Personnel (KMP) (as defined in Section 9 of the Corporations Act 2001 (Cth)) details of whose remuneration are included in the Remuneration Report;
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by or on behalf of a closely related party (as defined in Section 9 of the Corporations Act 2001 (Cth) such as close family members and any controlled companies) of a member of the KMP; or
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as a proxy by a member of the KMP or a KMP's closely related party,
unless the vote is cast as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form.
Important Notice for Resolution 2: 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 Resolution 2, the Chairman will vote, as proxy for that shareholder, in favour of Resolution 2.
RESOLUTION 4 - Ratification of the issue of New Convertible Notes:
The company will disregard any votes cast on Resolution 4 by:
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Participants in the New Convertible Note issue; and
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any associate of any such person.
However, the Company need not disregard a vote if:
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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
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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 for the issue of 2.5 New Convertible Notes to Mr. Andrew McMillan:
The company will disregard any votes cast on Resolution 5 by:
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Mr. Andrew McMillan; and
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any associate of Mr. Andrew McMillan.
However, the Company need not disregard a vote if:
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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
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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 for the issue of 3.0 New Convertible Notes to Mr. Terry Cuthbertson:
The company will disregard any votes cast on Resolution 6 by:
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Mr. Terry Cuthbertson; and
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any associate of Mr. Terry Cuthbertson.
However, the Company need not disregard a vote if:
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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
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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 - Approval for the issue of 0.5 New Convertible Note to Mr. James Dean:
The company will disregard any votes cast on Resolution 7 by:
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Mr. James Dean; and
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any associate of Mr. Dean.
However, the Company need not disregard a vote if:
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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
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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 previous issue of Shares - Convertible Note Rollover Fees:
The company will disregard any votes cast on Resolution 8 by:
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Holders of Convertible Notes to whom Rollover Fees were paid by the issue of shares; and
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any associate of any such person.
However, the Company need not disregard a vote if:
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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
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