RED EMPEROR RESOURCES NL
ACN 124 734 961
NOTICE OF GENERAL MEETING
The General Meeting of the Company will be held at Level 1, 35 Richardson Street, West Perth, Western Australia on Thursday, 23 April 2015 at 9:00am (WST).
This Notice of General Meeting 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.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on
+61 (0)8 9212 0102.
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RED EMPEROR RESOURCES NL
ACN 124 734 961
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of Shareholders of Red Emperor Resources NL (the
Company) will be held at Level 1, 35 Richardson Street, West Perth, Western Australia on Thursday, 23
April 2015 at 9:00am (WST) (Meeting).
The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form 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 Tuesday, 21 April 2015 at 4.00 pm (WST).
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.
AGENDA
1. Resolution 1 - Ratification of Share Placement
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 66,558,555 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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.
2. Resolution 2 - Issue of Shares to Lead Manager
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 10,000,000 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any 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 the Resolution is passed and any associates o f those persons. 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.
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3. Resolution 3 - Issue of Shares to Corporate Advisor
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 10,000,000 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any 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 the Resolution is passed and any associates of those persons. 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.
4. Resolution 4 - Issue of Options to Mr Nathan Rayner
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,500,000 Options to Mr Nathan Rayner (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Rayner (and his nominee) and any of their associates. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a)
the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
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5. Resolution 5 - Issue of Options to Consultant
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 1,000,000 Options on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any 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 the Resolution is passed and any associates of those persons. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a)
the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Dated 24 March 2015
BY ORDER OF THE BOARD
Aaron Bertolatti
Company Secretary
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RED EMPEROR RESOURCES NL
ACN 124 734 961
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 to be held at Level 1, 35
Richardson Street, West Perth, Western Australia on Thursday, 23 April 2015 at 9.00am (WST).
This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.
A Proxy Form is located at the end of the Explanatory Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the 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. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
(a)
(b)
a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
2.2 United Kingdom (CREST Voting Instruction)
DI Holders in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting
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service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.
In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than Monday, 20 April 2015 at 4.00pm (WST). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.
In this connection, DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
3. Resolution 1 - Ratification of Share Placement
3.1 General
As announced on 2 March 2015, the Company completed a placement of 66,558,555 Shares, at A$0.032 per share (£0.016), to raise approximately A$2.1m (£1.05m). The subscribers pursuant to the placement were sophisticated investors who are clients of the Company's Australian broker, 708 Capital Limited or UK Broker, Brandon Hill (formerly Fox Davies Limited).
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Ratification).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 (or any
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additional 10% placement facility approved by Shareholders pursuant to Listing Rule 7.1A). without the requirement to obtain prior Shareholder approval.
3.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:
(i) 66,558,555 Shares were issued;
(ii) the issue price was A$0.032 per Share (£0.016);
(iii) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(iv) the Shares were issued to clients of 708 Capital Limited and Brandon Hill Limited (formerly Fox Davies Limited). None of these subscribers are related parties of the Company; and
(v) the funds raised from this issue will be used were used for purposes associated with
the Company's share of upcoming drilling costs in the Philippines.
4. Resolution 2 - Issue of Shares to Lead Manager
4.1 General
Resolution 2 seeks Shareholder approval for the issue of 10,000,000 Shares to 708 Capital Limited as consideration for the provision of stockbroking, advisory and lead manager services to the Company.
A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.
The effect of Resolution 2 will be to allow the Company to issue the Shares pursuant to Company's Lead Manager Mandate with 708 Capital Limited during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.
4.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:
(a)
the maximum number of Shares to be issued is 10,000,000;
(b)
(c) (d)
the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
the Shares will be issued for nil cash consideration in satisfaction of stockbroking, advisory and lead manager services provided by 708 Capital Limited;
the Shares will be issued to 708 Capital Limited (or its nominee/s), neither of which will be a related party of the Company;
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(e)
(f)
the Shares issued will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company's existing Shares; and
no funds will be raised from the issue as the Shares are being issued in consideration for the services provided by 708 Capital Limited.
5. Resolution 3 - Issue of Shares to Corporate Advisor
5.1 General
Resolution 3 seeks Shareholder approval for the issue of 10,000,000 Shares to Max Capital Pty Ltd as consideration for the introduction, facilitation and corporate advisory services related to the Company's SC55 transaction.
A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.
The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Company's Corporate Advisory Agreement with Max Capital Pty Ltd during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.
5.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:
(a)
the maximum number of Shares to be issued is 10,000,000;
(b) (c)
(d)
(e) (f)
the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
the Shares will be issued for nil cash consideration in satisfaction of introduction, facilitation and corporate advisory services related to the SC55 transaction provided by Max Capital Pty Ltd;
the Shares will be issued to Max Capital Pty Ltd (or its nominee/s), neither of which will be a related party of the Company;
the Shares issued will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company's existing Shares; and
no funds will be raised from the issue as the Shares are being issued in consideration for the services provided by Max Capital Pty Ltd.
6. Resolution 4 - Issue of Options to Mr Nathan Rayner
6.1 General
The Company has agreed, subject to obtaining Shareholder approval, to issue 3,500,000
Options to Mr Nathan Rayner, a director of the Company, on the terms and conditions set out below. The Options are proposed to be issued to Mr Rayner to retain his services and to
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provide cost effective remuneration for his ongoing commitment and contribution to the
Company.
Resolution 4 seeks Shareholder approval for the grant of the Options to Mr Nathan Rayner (or his nominee/s).
6.2 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
(i) obtain the approval of the public company's members in the manner set out in
sections 217 to 227 of the Corporations Act; and
(ii) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of Options constitutes giving a financial benefit and Mr Rayner is a related party of the Company by virtue of being a Director.
An exception to the prohibition in Chapter 2E of the Corporations Act is if the benefit is remuneration to an officer of the Company that would be reasonable given the circumstances of the Company and the officer's circumstances (including the responsibilities of the officer).
The Board considers that the proposed grant of Options to Mr Rayner is reasonable remuneration. Accordingly, shareholder approval for the purposes of Chapter 2E of the Corporations Act is not required.
6.3 ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
As the grant of the Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.
6.4 Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 4:
(a)
the Options will be granted to Mr Nathan Rayner (or his nominee);
(b)
the number of Options to be issued is 3,500,000;
(c) (d)
the Options will be granted no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Options will occur on the same date;
the Options have vesting conditions attached to them and will vest as follows:
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(i) 1,250,000 Options will vest immediately on the issue date;
(ii) 1,250,000 Options will vest six (6) months from the issue date; and
(iii) 1,000,000 Options will vest twelve (12) months from the issue date.
(e)
(f)
the Options will be issued for nil cash consideration, accordingly no funds will be raised; and
the terms and conditions of the Options are set out in Schedule 2.
Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Options to Mr Nathan Rayner (or his nominee) will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.
7. Resolution 5 - Issue of Options to Consultant
7.1 General
Resolution 5 seeks Shareholder approval for the issue of 1,000,000 Options to Mr Aaron Bertolatti, a consultant to the Company, to retain his services and to provide cost effective remuneration for his ongoing commitment and contribution to the Company.
A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.
The effect of Resolution 5 will be to allow the Company to issue the Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.
7.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to issue of the Options:
(a)
(b)
the Options will be granted to Mr Aaron Bertolatti (or his nominee), who is not a related party of the Company;
the number of Options to be issued is 1,000,000;
(c) (d)
(e) (f)
the Options will be granted no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Options will occur on the same date;
the Options have vesting conditions attached to them and will vest as follows: (i) 350,000 Options will vest immediately on the issue date;
(ii) 350,000 Options will vest six (6) months from the issue date; and
(iii) 300,000 Options will vest twelve (12) months from the issue date.
the Options will be issued for nil cash consideration, accordingly no funds will be raised; and
the terms and conditions of the Options are set out in Schedule 2.
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Schedule 1 - Definitions
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian
Securities Exchange operated by ASX.
Board means the board of Directors.
Chairman means the chairman of the Meeting.
Closely Related Party has the meaning in section 9 of the Corporations Act.
Company means Red Emperor Resources NL ACN 124 734 961. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth).
DI means a depository interest representing a Share listed (or to be listed) on the AIM Market of the London Stock Exchange.
DI Holder means a DI holder.
Director means a director of the Company.
Explanatory Memorandum means the explanatory memorandum attached to the Notice.
Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
Listing Rules means the listing rules of ASX.
Meeting has the meaning in the introductory paragraph of the Notice.
Notice means this notice of meeting.
Option means an option which entitles the holder to subscribe for one Share.
Proxy Form means the proxy form attached to the Notice. Resolution means a resolution contained in this Notice. Schedule means a schedule to this Notice.
Section means a section contained in this Explanatory Memorandum. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a shareholder of the Company.
Trading Day means a day determined by ASX to be a trading day in accordance with the Listing
Rules.
VWAP means volume weighted average price.
WST means Western Standard Time, being the time in Perth, Western Australia. In this Notice, words importing the singular include the plural and vice versa.
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Schedule 2 - Terms and Conditions of Options
The Options entitle the holder to subscribe for ordinary fully paid shares in the capital of the
Company on the following terms and conditions:
(a) (b)
(c) (d)
(e)
(f)
(g) (h)
(i) (j)
(k)
(l) (m)
(n) (o)
The Options will expire at 5.00pm Australian Western Standard Time on 31
December 2017 (Expiry Date). Any Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
Each Option gives the Option holder the right to subscribe for one ordinary share in the capital of the Company. To obtain the right given by each Option, the Option holder must exercise the Options in accordance with the terms and conditions of the Options.
The exercise price payable upon exercise of each Option will be AUD$0.055 (Exercise
Price).
The Options satisfying the Vesting Conditions shall immediately vest.
Once the Options are exercisable the Options may be exercised at any time prior to the Expiry Date.
An Option holder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;
(Exercise Notice).
An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation by ASX of all Shares allotted pursuant to the exercise of Options within 10 Business Days after the date of allotment of those Shares.
In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company before the expiry of any Options, the number of Options to which an Option holder is entitled or the Exercise Price of the Options or both will be reconstructed (as appropriate) in accordance with the Listing Rules.
An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
There are no participating rights or entitlements inherent in the Options and optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of the proposed issue notice of the new issue will be given to optionholders at least ten (10) Business Days before the record date. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
The optionholder may nominate a nominee to receive the entitlement of Options.
The Options shall be freely assignable and transferable, subject to the provisions of
Chapter 6D of the Corporations Act and the applicable law.
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