3d895c41-ddd7-4298-a4bd-f3f175c17d02.pdf
NOTICE OF EXTRAORDINARY GENERAL MEETING EXPLANATORY MEMORANDUM
AND PROXY FORM
DATE AND TIME OF MEETING:
Wednesday, 22 June 2016 at 10:00am (CST)
PLACE OF MEETING:
Level 1, 67 Greenhill Road Wayville, South Australia
IMPORTANT INFORMATION
UraniumSA Limited - Notice of Meeting Page 1 of 28
This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult your professional advisors.
Dear Shareholder
On behalf of the Board I am pleased to invite you to attend an Extraordinary General Meeting (EGM) of UraniumSA Limited. The following information is enclosed:
EGM
The EGM will be held on Wednesday 22 June 2016 at 10:00am (CST) at Level 1, 67 Greenhill Road, Wayville, South Australia 5034. You are invited to join the Board for refreshments after the Meeting.
Business of the EGM
The business of the EGM is to consider the Demerger of the Samphire Project Uranium Assets from the Company as first announced by the Company on 06 April 2016. Further detailed information is set out in the Notice of Extraordinary Meeting and Explanatory Memorandum. The Notice sets out important information in relation to the Demerger to be considered by Shareholders at the Meeting, and I encourage you to read those materials carefully.
Attendance
If you are unable to attend in person, you may wish to appoint a proxy to attend and vote at the Meeting in your place. Please refer to the Notice and Proxy Form regarding the appointment of a proxy.
Shareholder questions
Shareholders attending the EGM will have the opportunity to ask questions at the EGM. I look forward to seeing as many Shareholders as possible at the EGM.
Yours sincerely
Alice McCleary
Chairman, UraniumSA Limited
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting (EGM) of Shareholders of UraniumSA Limited (the Company) will be held:
Date Wednesday, 22 June 2016
Time 10:00am (CST)
Venue Level 1, 67 Greenhill Road, Wayville, South Australia, 5034.
The Explanatory Memorandum accompanying this Notice of EGM provides additional information on matters to be considered at the EGM. Capitalised terms are defined in Schedule 6 or where the relevant term is first used.
The Notice of EGM should be read in its entirety together with the Explanatory Memorandum and Proxy Form. The Explanatory Memorandum and Proxy Form are part of the Notice of General Meeting.
AGENDA
RESOLUTION 1 - APPROVAL OF DEMERGER
Brief Explanation
The purpose of resolution 1 is for Shareholders to approve the demerger of the Company's wholly owned subsidiary Samphire Uranium Limited (SUL), holder of the Company's Samphire Project Uranium Assets. If the resolution is approved the Demerger will be implemented by distributing all of the shares the Company holds in SUL to Shareholders on a 1 for 1 basis.
On implementation of the Demerger, Shareholders will hold shares in both the Company and SUL. Further details on resolution 1 and its effect are set out in the attached Explanatory Memorandum which should be read carefully by Shareholders.
Resolution
To consider and if thought fit, pass the following ordinary resolution:
"That for the purposes of section 256C of the Corporations Act and for all other purposes, the issued share capital of the Company be equally reduced by the Company making a pro rata distribution in specie of the entire share capital of SUL to Eligible Shareholders based on their holdings as at the Record Date, and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting."
Under section 256B of the Act, a company can reduce its share capital if the reduction satisfies three key requirements:
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that the reduction is fair and reasonable to the company's shareholders as a whole; and
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does not materially prejudice the company's ability to pay its creditors; and
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the reduction must be approved by shareholders under section 256C of the Corporations Act.
The reduction is an equal reduction as it relates only to ordinary shares; it applies to each holder of ordinary shares in proportion to the number of ordinary shares they hold; and the terms of the reduction are the same for each holder of ordinary shares. The reduction must be approved by a resolution passed at a general meeting of the company.
The passing of resolution 1 is conditional upon, and subject to, resolution 2 being approved by Shareholders. Accordingly, if you intend to vote in favour of resolution 1, you should also vote in favour of resolution 2.
RESOLUTION 2 - AMENDMENT OF CONSTITUTION
Brief Explanation
The purpose of resolution 2 is for Shareholders to approve an amendment to the Company's constitution to facilitate the implementation of the Demerger by ensuring that Shareholders consent to becoming a member of SUL.
Resolution
To consider and if thought fit, pass the following special resolution:
"That for the purposes of section 136(2) of the Corporations Act and for all other purposes, the constitution of the Company is amended by deleting rule 15.2 and replacing it with the following:
"15.2 Power to Reduce Capital
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Subject to the Law and the Listing Rules, the Company may reduce its share capital, including without limitation, its paid up capital, asset revaluation reserves and any other reserve account in any manner including, but not limited to, distributing securities of any other body corporate to Shareholders
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Where the Company reduces its share capital by way of a distribution of shares or other securities in another body corporate:
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the Shareholders are deemed to have agreed to become members of that corporation and are bound by the constitution of that body corporate; and
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Each of the Shareholders appoints the Company or any of the Directors as its agent to execute any transfer of shares or other securities, or other document required to give effect to the distribution of shares or other securities to that Shareholder."
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RESOLUTION 3 - APPROVAL TO ISSUE PLACEMENT SHARES UP TO $1 MILLION
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the allotment and issue of fully paid ordinary Shares in the Company up to the value of $1,000,000 to sophisticated and professional investors on the terms and conditions set out in the accompanying Explanatory Memorandum.'
Voting Exclusion
In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue, and who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if resolution 3 is passed, and any associates of 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 4 - APPROVAL TO ISSUE SHARES UP TO $300,000
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the allotment and issue of fully paid ordinary Shares in the Company up to the value of $300,000 to the Facility provider on the terms and conditions set out in the accompanying Explanatory Memorandum.'
Voting Exclusion
In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue, and who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if resolution 4 is passed, and any associates of 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.