Microsoft Word - 230316 - Notice of General Meeting - 22 April
CRUSADER RESOURCES LIMITED ACN 106 641 963
NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
General Meeting to be held at Crusader Resources Limited
Level 1, 35 Havelock Street, West Perth, WA, 6005 on 22 April 2016 commencing at 8.30am (WST).
This Notice of General Meeting and Explanatory Statement should be read in its entirety.
If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Shareholders of Crusader Resources Limited (Company) will be held at Level 1, 35 Havelock Street, West Perth, WA, 6005 on 22 April 2016 commencing at 8.30am (WST).
The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the Resolutions to be considered.
GENERAL BUSINESS
Resolution 1 - Ratification of December Tranche 1 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 Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 6,300,998 Shares (December Tranche 1 Placement Shares) each at an issue price of $0.12 and 3,150,499 Placement Options (December Tranche 1 Placement Options), each exercisable at $0.15 on or before 31 December 2017 (December Tranche 1 Placement), on the terms and conditions set out in the Explanatory Memorandum."
Voting exclusion statement
The Company will disregard any votes cast on this Resolution by a person who participated in the December Tranche 1 Placement and any of their associates.
However, the Company will not disregard a vote if:
-
it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
-
it is cast by the Chairman 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 - Authority to issue Shares and Placement Options to Mr Robert Smakman
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11, and for all other purposes, Shareholders approve and authorise the Company to issue up to 400,000 Shares each at an issue price of $0.12 and 200,000 Placement Options, each exercisable at $0.15 on or before 31 December 2017, to Mr Robert Smakman (and/or his nominees) pursuant to the December Tranche 2 Placement on the terms and conditions set out in the Explanatory Memorandum."
Voting exclusion statement
The Company will disregard any votes cast on this Resolution by Mr Robert Smakman and his nominees and any associates of those persons.
However, the Company will not disregard a vote if:
-
it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;
-
it is cast by the Chairman 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 - Authority to issue Shares and Placement Options to Mr Paul Stephen
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11, and for all other purposes, Shareholders approve and authorise the Company to issue up to 100,000 Shares each at an issue price of $0.12 and 50,000 Placement Options, each exercisable at $0.15 on or before 31 December 2017, to Mr Paul Stephen (and/or his nominees) pursuant to the December Tranche 2 Placement on the terms and conditions set out in the Explanatory Memorandum."
Voting exclusion statement
The Company will disregard any votes cast on this Resolution by Mr Paul Stephen and his nominees and any associates of those persons.
However, the Company will not disregard a vote if:
-
it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;
-
it is cast by the Chairman 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 4 - Approval of convertibility of Convertible Loans
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Convertible Loans held by Spacetime, Citywest and Eyeon No 2 to be convertible into up to 4,166,666 Shares (Facility Shares) and 2,083,333 Placement Options (Facility Options), each exercisable at $0.15 on or before 31 December 2017, in the manner and 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 Spacetime, Citywest and Eyeon No 2 and their nominees, and any associates of those persons.
However, the Company will not disregard a vote if:
-
it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;
-
it is cast by the Chairman 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 - Ratification of March Tranche 1 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 Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 13,625,000 Shares (March Tranche 1 Placement Shares) each at an issue price of $0.10 on the terms and conditions set out in the Explanatory Memorandum (March Tranche 1 Placement)."
Voting exclusion statement
The Company will disregard any votes cast on this Resolution by a person who participated in the March Tranche 1 Placement and any of their associates.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(c) it is cast by the Chairman 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 of Issue of March Tranche 2 Placement Shares
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 48,875,000 Shares (March Tranche 1 Placement Shares) each at an issue price of $0.10 on the terms and conditions set out in the Explanatory Memorandum (March Tranche 2 Placement)."
Voting exclusion statement
The Company will disregard any votes cast on this Resolution by a person who may participate in the March Tranche 2 Placement and any of their associates.
However, the Company will not disregard a vote if:
-
it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
-
it is cast by the Chairman 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 - Authority for Mr Stephen Copulos to Participate in March Tranche 2 Placement
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
"That, subject to Resolution 6 being passed, for the purposes of Listing Rule 10.11, and for all other purposes, Shareholders approve and authorise Mr Stephen Copulos (and/or his nominees) to participate in the March Tranche 2 Placement by subscribing for up to 12,500,000 Shares each at an issue price of $0.10 on the terms and conditions set out in the Explanatory Memorandum."