Wolf Minerals Limited

Published : March 21st, 2016

Notice of General Meeting & Independent Expert's Report

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Keywords :   Australia | Debt | Europe | Japan | K Street | Market | Tungsten |

Notice of General Meeting & Independent Expert's Report

22d98e4c-5ff6-4813-a002-52b347d40fd1.pdf



WOLF MINERALS LIMITED ACN 121 831 472

NOTICE OF GENERAL MEETING



TIME: 9:00 a.m. (WST)


DATE: Friday, 22 April 2016


PLACE: The Celtic Club 48 Ord Street West Perth

Western Australia 6005



This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.


The Independent Expert has formed the opinion that the transaction subject to Resolution 1 is NOT FAIR, BUT REASONABLE to the non-associated shareholders of Wolf.


Wolf's directors (other than Mr Chris Corbett, who has abstained given his role as an employee of Resource Capital Funds Management Pty Ltd, a wholly owned subsidiary of RCF Management L.L.C., which has management agreements with RCF V and RCF VI) recommend that eligible shareholders vote IN FAVOUR of Resolution 1.


Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Joint Company Secretaries, Mr Richard Lucas and Ms Pauline Carr, on +61 8 6364 3776.



1


This page has been left blank intentionally.

Dear Shareholders,


As you will be aware, along with most commodity markets the tungsten market is currently experiencing low demand, though it remains sound in some locations such as Japan and Europe. The tungsten price is currently about 50% lower than when the Company commenced construction of Drakelands in March 2014.


Accordingly, to strengthen the Company's balance sheet during this period of low commodity prices, the Company required further funding support for the ramp up at Drakelands and to facilitate the Company's debt repayments.


As set out in Wolf's ASX announcement on 29 January 2016, the Company entered into a Standby Subscription Facility with Resource Capital Fund VI L.P. (RCF VI) pursuant to which RCF VI has agreed (subject to shareholder and other approvals) to provide Wolf with funding support of up to £25 million (approximately A$51 million1) by subscribing or procuring the subscription for Wolf shares at

any time for a six month period from the satisfaction of the conditions precedent.


Resource Capital Fund V L.P. (RCF V) (which is associated with RCF VI) currently holds 41.70% of the issued capital in the Company. Wolf recognises the ongoing support of RCF V, however given the size of the associated shareholding, the Company is required to obtain the prior approval of its shareholders before issuing further shares to RCF VI or its affiliate pursuant to the Standby Subscription Facility.


You will note the Independent Expert's Report annexed to this Notice of Meeting, which sets out the opinion of the independent expert that the proposed transaction is NOT FAIR BUT REASONABLE to Wolf shareholders.


I would encourage you to read this Notice of Meeting, Explanatory Memorandum and the Independent Expert's Report in their entirety before voting on the transaction.


On behalf of the Board (apart from Chris Corbett, who has abstained from making a recommendation due to his relationship with RCF V and RCF VI), I recommend that you vote in favour of the transaction and look forward to your ongoing support and investment at this exciting stage in the Company's development.


Yours faithfully



John Hopkins OAM


Chairman

Wolf Minerals Limited



1 Based on the exchange rate of 2.02 AUD/GBP as at 28 January 2016.



CONTENTS

Business of the Meeting (setting out the proposed Resolution) 4

Explanatory Statement (explaining the proposed Resolution) 5

Glossary 14


Independent Expert's Report Enclosed


Proxy Form Attached


IMPORTANT INFORMATION


Time and place of Meeting



Notice is given that the Meeting will be held at 9:00 a.m. (WST) on Friday, 22 April 2016 at: The Celtic Club, 48 Ord Street, West Perth, Western Australia 6005

Your vote is important



The business of the Meeting affects your shareholding and your vote is important.


Voting eligibility



The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00 p.m. (WST) on Wednesday, 20 April 2016.


Voting in person



To vote in person, attend the Meeting at the time, date and place set out above.


Voting by proxy



To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.


In accordance with section 249L of the Corporations Act, Shareholders are advised that:


  • each Shareholder has a right to appoint a proxy;


  • the proxy need not be a Shareholder of the Company; and


  • a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.


    Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:


  • if proxy holders vote, they must cast all directed proxies as directed; and



Wolf Minerals Limited - Notice of Meeting: General Meeting 22 April 2016 2

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Data and Statistics for these countries : Australia | Japan | All
Gold and Silver Prices for these countries : Australia | Japan | All

Wolf Minerals Limited

DEVELOPMENT STAGE
CODE : WLF.AX
ISIN : AU000000WLF3
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Wolf Min. is a tin development stage company based in Australie.

Wolf Min. develops tin and tungsten in U.k..

Its main asset in development is HEMERDON MINE in U.k. and its main exploration properties are DULLAH, YANCO GLEN, BURRANDANA, RED HILL ( AUSTRALIA) and KIOWARRAH in Australia.

Wolf Min. is listed in Australia. Its market capitalisation is AU$ 9.5 billions as of today (US$ 6.8 billions, € 5.8 billions).

Its stock quote reached its lowest recent point on September 19, 2018 at AU$ 0.03, and its highest recent level on September 30, 2020 at AU$ 8.75.

Wolf Min. has 1 085 689 984 shares outstanding.

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Corporate Presentations of Wolf Minerals Limited
5/27/2010Intersuisse Research Report
In the News and Medias of Wolf Minerals Limited
10/12/2018Australian tungsten producer Wolf Minerals says its British ...
11/6/2014Australia's Wolf Minerals ready for construction of UK tungs...
Annual reports of Wolf Minerals Limited
2008 Annual report
Nominations of Wolf Minerals Limited
10/29/2013Appointment of Russell Clark as Managing Director highlights...
10/17/2013Wolf Minerals appoints Russell Clark new Managing Director -...
9/20/2013Wolf Minerals appoints Ronnie Beevor to the board as a Non-e...
Project news of Wolf Minerals Limited
3/13/2015Wolf Minerals' tungsten mine to start production in Devon
3/9/2015Wolf Minerals to open first British metal mine for 45 years ...
3/17/2014Ground breaking marks start of Wolf tungsten mine project
1/31/2014Continued progress towards construction at Hemerdon Tungsten...
1/20/2014Wolf Minerals provides update on Hemerdon Tungsten Project -...
1/15/2014Plymouth Minerals strengthens Board to drive Morille Tungste...
12/16/2013Wolf Minerals issued Class A Mining Waste Facility Environme...
11/12/2013Wolf Minerals achieves key milestone in permitting process f...
8/19/2013Wolf Minerals makes Senior Project Management appointments a...
7/18/2013Wolf Minerals finalises A$213M funding package for Hemerdon ...
6/12/2013Wolf Minerals commences development at Hemerdon Tungsten Pro...
6/4/2013Wolf Minerals Company Presentation_Hemerdon Tungsten Project...
1/31/2013Wolf Minerals secures A$212M funding package for Hemerdon Tu...
10/31/2012Wolf Minerals advances development of Hemerdon Tungsten Proj...
9/17/2012Wolf Minerals granted key environmental approvals for Hemerd...
9/3/2012Wolf Minerals to expand Hemerdon Tungsten Project senior deb...
7/31/2012Wolf Minerals completes first major construction work at Hem...
7/27/2012Wolf Minerals continues to progress development of Hemerdon ...
5/29/2012Wolf Minerals raises $5M for ongoing development of Hemerdon...
1/31/2012Wolf Minerals continues to progress Hemerdon Tungsten Projec...
1/13/2012Wolf Minerals secures UK Minister of State for Trade and Inv...
12/19/2011Wolf Minerals to raise GBP=C2=A355M ($A80M) project finance ...
12/15/2011Wolf Minerals to commence infrastructure work at Hemerdon Tu...
8/31/2011Wolf Minerals_updated Research Report_BUY recommendation_Pri...
8/26/2011Wolf Minerals secures $6M Development Funding Facility for H...
5/23/2011Wolf Minerals_Hemerdon Tungsten and Tin Project Definitive F...
5/16/2011Wolf Minerals releases positive results from Definitive Feas...
4/8/2011Wolf Minerals provides Definitive Feasibility Study update f...
8/12/2010(Hemerdon Mine)raises $2M to fast track completion of Hemerdon Tungsten pro...
3/13/2008(Hemerdon Mine)Resource Upgrade at Hemerdon Ball Tungsten-Tin deposit
1/29/2008(New South Wales)Exploration results
12/5/2007(Hemerdon Mine)Acquires Major World Class Tungsten Deposit
Corporate news of Wolf Minerals Limited
7/1/2016Performance Right Plan Update
5/23/2016Expiry of Unlisted Option
4/27/2016Quarterly Report for the 3 Months Ended 31 March 2016
4/22/2016Standby Subscription Facility Approved
4/22/2016Results of General Meeting - 22 April 2016
4/5/2016Wolf Announces New General Manager for Drakelands Mine
3/21/2016Notice of General Meeting and Independent Expert's Report
3/21/2016Notice of General Meeting & Independent Expert's Report
1/28/2016Quarterly Report for the 3 Months Ended 31 Dec 2015
12/1/2014Wolf Completes Hemerdon Geotechnical Drilling Campaign
11/20/2014Wolf Presenting at Mines and Money Conf on 1 Dec London
11/2/2014Appointment of Joint Company Secretary
3/14/2014Suspension from Official Quotation
3/12/2014Request for Trading Halt
2/24/2014Wolf Minerals awarded Deal of the Year for Hemerdon Tungsten...
2/17/2014Wolf Minerals Managing Director Russell Clark interview with...
2/11/2014Wolf Minerals to commence construction at Hemerdon Tungsten ...
12/12/2013Latest news from Wolf Minerals_ Interview with Managing Dire...
11/19/2013Wolf Minerals_Updated Research Report from Breakaway Researc...
10/3/2013Wolf Minerals Investor Update newsletter_October 2013
4/29/2013Wolf Minerals awards =C2=A375 million EPC Contract for Hemer...
3/13/2013Wolf Minerals_Updated Research Report from Breakaway Researc...
2/8/2013Wolf Minerals Investor Update newsletter_February 2013
8/7/2012Wolf Minerals Investor Update newsletter_August 2012
5/31/2012Wolf Minerals Investor Update newsletter_May 2012
3/5/2012Wolf Minerals secures credit approval for GBP=C2=A355M ($A81...
2/17/2012Wolf Minerals Investor Update newsletter_February 2012
5/10/2011Wolf Minerals Investor Update newsletter_May2011
5/9/2011Wolf Minerals Tungsten market update_Prices and Demand to re...
1/24/2008Hemerdon Tungsten and Tin Project Update
11/21/2007UPDATE ON REISNSTATEMENT TO TRADING ON ASX
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AUSTRALIA (WLF.AX)
8.75+0.00%
AUSTRALIA
AU$ 8.75
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Produces
Develops Tin - Tungsten
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