EMPIRE RESOURCES LETTEHEAD
WEST AFRICAN RESOURCES LIMITED ABN 70 121 539 375
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
AND PROXY FORM
27 MAY 2016
11 am AT
14 SOUTHBOURNE STREET SCARBOROUGH
WESTERN AUSTRALIA 6019
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 14 Southbourne Street, Scarborough, Western Australia (WST) on 27 May 2016 at 11 am.
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the General Meeting on the date and at the place set out above.
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 11 am (WST) on 25 May 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:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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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:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes are set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
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the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
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if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
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if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
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an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
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the appointed proxy is not the chair of the meeting; and
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at the meeting, a poll is duly demanded on the resolution; and
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either of the following applies:
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
If you need any further information about this form or attendance at the General Meeting, please contact the Company Secretary on (08) 9481 7344.
NOTICE OF GENERAL MEETING
The attached "Explanatory Memorandum" should be read in conjunction with this Notice of Meeting.
NOTICE IS HEREBY GIVEN that a General Meeting of shareholders of West African Resources Limited ABN 70 121 539 375 ("the Company") will be held at 14 Southbourne Street, Scarborough, Western Australia on 27 May 2016 at 11 am to conduct the following business:
BUSINESS OF THE MEETING
RESOLUTION 1 - RATIFICATION OF PREVIOUS SHARE ISSUE - NOVEMBER 2015
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior issue of 2,500,000 fully paid ordinary shares at 12.0 cents per share on 17 November 2015 to Mr Pierre Joseph Emmanuel Tapsoba, as part consideration for the acquisition of the remaining 10% of the Tanlouka Permit, part of the Boulsa Project, Burkina Faso"
The Company will disregard any votes cast by or on behalf of a person who participated in the share issue and any of their respective associates.
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 2 - RATIFICATION OF PREVIOUS SHARE ISSUE - DECEMBER 2015
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior issue of 31,402,541 fully paid ordinary shares at 6.5 cents per share on 22 December 2015 to sophisticated and professional investors, to fund ongoing exploration and development of the Company's 100% owned Tanlouka Gold Project in Burkina Faso, as well as for general working capital purposes."
Voting Exclusion
The Company will disregard any votes cast by or on behalf of a person who participated in the placement and any of their respective associates.
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 3 - RATIFICATION OF PREVIOUS OPTION ISSUE - DECEMBER 2015
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior issue of 5,000,000 Advisory Options (ASX code WAFAZ) over fully paid ordinary shares on 22 December 2015, with an exercise price 8.5 cents per share, and an expiry date of 22 December 2018, to Zenix Nominees Pty Ltd."
Voting Exclusion
The Company will disregard any votes cast by or on behalf of a person who participated in the option issue and any of their respective associates.
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 - PROPOSED ISSUE OF OPTIONS
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, Shareholders approve the issue of 5,000,000 Advisory Options over fully paid ordinary shares, with an exercise price 8.5 cents per share, and an expiry date three years from the date of issue, to Zenix Nominees Pty Ltd on the terms and conditions set out in the Explanatory Memorandum."
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:
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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 5 - RATIFICATION OF PLACEMENT SHARES
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders of the Company approve and ratify the prior issue of 29,800,000 Tranche 1 Placement Shares at 12.5 cents per Share on 26 April 2016 to sophisticated and professional investors as further described in the Explanatory Memorandum."
The Company will disregard any votes cast by or on behalf of a person who participated in Tranche 1 of the Placement and any of their respective associates.
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 6 - APPROVAL OF PLACEMENT OF 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 the issue and allotment of up to 70,200,000 Tranche 2 Placement Shares at 12.5 cents per Share as further described in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast by or on behalf of a person who may participate in Tranche 2 of the Placement and any of their respective associates and a person who might obtain a benefit, except solely in the capacity of a holder of ordinary securities.
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.