Microsoft Word - DRAFT Notice of Meeting - CDV (ASX Version 12.7.16)
CARDINAL RESOURCES LIMITED ACN 147 325 620
NOTICE OF GENERAL MEETING AND
EXPLANATORY MEMORANDUM
IMPORTANT INFORMATION
This is an important document that should be read in its entirety.
If you do not understand it you should consult your professional advisers without delay.
If you wish to discuss any aspect of this document with the Company please contact Ms Sarah Shipway on telephone (+61 8) 9322 6600
CARDINAL RESOURCES LIMITED ACN 147 325 620
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of the Shareholders of Cardinal Resources Limited will be held at Level 1, 115 Cambridge Street West Leederville WA 6007 at 9.00am (WST) on 19 August 2016 to conduct the following business and to consider, and if thought fit, to pass the following Resolutions.
AGENDA
RESOLUTION 1 - RATIFICATION OF THE ISSUE OF PLACEMENT SHARES - LISTING RULE 7.1
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.4, and for all other purposes, Shareholders ratify the allotment and issue of 33,311,201 Shares on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue, and any associates of such a person. However, the Company need not disregard a vote if 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 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 2 - RATIFICATION OF THE ISSUE OF PLACEMENT SHARES - LISTING RULE 7.1A
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.4, and for all other purposes, Shareholders ratify the allotment and issue of 22,207,469 Shares and on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue, and any associates of such a person. However, the Company need not disregard a vote if 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 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 3 - APPROVAL FOR THE ISSUE OF PLACEMENT SHARES
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the allotment and issue of 19,481,330 Shares on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if this Resolution is passed, and any associates of such a person. However, the Company need not disregard a vote if 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 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.
DATED THIS 11th DAY OF JULY 2016 BY ORDER OF THE BOARD
SARAH SHIPWAY COMPANY SECRETARY
NOTES
Definitions
Terms which are used in this Notice and which are defined in Section 3 of the Explanatory Memorandum have the meanings ascribed to them therein.
Note
If you have recently changed your address or if there is any error in the name and address used for this notice, please notify the Company Secretary. In the case of a corporation, notification is to be signed by a director or company secretary.
Proxies
A Shareholder who is entitled to vote at this Meeting has a right to appoint a proxy and should use the proxy form enclosed with this notice. The proxy need not be a Shareholder of the Company and can be an individual or a body corporate.
A body corporate appointed as a Shareholder's proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of this appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.
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 a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, section 249X of the Corporations Act will take effect so that each proxy may exercise half of the votes (ignoring fractions).
A proxy's authority to speak and vote for a Shareholder at the meeting is suspended if the Shareholder is present at the meeting. The proxy form must be signed and dated by the Shareholder or the Shareholder's attorney. Joint Shareholders must each sign.
Proxy forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received:
not later than 9.00am (WST) on 17 August 2016.
Pursuant to regulation 7.11.37 of the Corporations Regulations, the Board has determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the share register at 4.00pm (WST) on 17 August 2016.
Bodies Corporate
A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. The appointment may be a standing one.
Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.
The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.
CARDINAL RESOURCES LIMITED ACN 147 325 620
EXPLANATORY MEMORANDUM
This Explanatory Memorandum forms part of a Notice convening the General Meeting of Shareholders of Cardinal Resources Limited to be held at Level 1, 115 Cambridge Street West Leederville WA 6007 at 9.00am (WST) on 19 August 2016. This Explanatory Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed. Certain terms used in this Explanatory Memorandum are defined in Section 3.
-
RESOLUTIONS 1 & 2 - RATIFICATION OF THE ISSUE OF PLACEMENT SHARES
-
Background
On 11 July 2016, the Company announced that it had completed a Share placement of up to 75 million Shares at an issue price of
$0.29 per Share to raise up to approximately $22 million ("Placement"). Of the Shares comprising the Placement, 55,518,670 were issued without prior Shareholder approval pursuant to the Company's placement capacities under Listing Rules 7.1 and 7.1A. The ratification of the issue of the Shares is sought by Resolutions 1 and 2.
Of the Shares comprising the Placement, 19,481,330 will be issued subject to prior Shareholder approval being obtained. Shareholder approval is sought by Resolution 3 for this purpose.
The Placement results in welcoming a number of new, well credentialed fund managers to the Company's share register, including Precious Capital Global Mining and Metals Fund in Switzerland and Colonial First State Growth Equities in Australia, amongst others. Precious Capital and Colonial First State provided cornerstone support for this capital raising, which was also well supported by a number of leading international institutional investors.
The Placement at $0.29 cents per share represented a discount of only 6.7% to Cardinal's 5‐day VWAP, and is a 20% premium to Cardinal's 30 day VWAP (both calculated from the announcement date).
The funds raised will be applied primarily to fund further RC and Diamond drilling at the Company's Namdini Gold Project in Ghana, West Africa, exploration of the Company's other Ghanaian properties, provide capital for any potential payments in relation to acquiring tenements located adjacent to the Namdini Gold Project, technical studies in respect of the Namdini Gold Project, and for working capital.
Hartleys Limited (Australia) is Lead Manager to the Placement, with Clarus Securities Inc. (Canada) and RFC Ambrian Limited (London) acting as Co‐Managers to the Placement.
-
Listing Rules Chapter 7
-
Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company's ordinary securities then on issue (in the case of Listing Rule 7.1) and 10% of the company's ordinary securities then on issue (in the case of Listing Rule 7.1A)
Listing Rule 7.2 sets out the exceptions to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 and Listing Rule 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 or 7.1A) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 or 7.1A (as the case may be).
By ratifying the issue of the Shares the subject of Resolutions 1 and 2, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1, and the 10% placement capacity under Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.
Resolutions 1 and 2 are both ordinary resolutions.