Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
CASTLE MINERALS LIMITED
ACN 116 095 802
NOTICE OF EXTRAORDINARY GENERAL MEETING AND
EXPLANATORY STATEMENT
TIME:
11.00am (WST)
DATE:
Monday, 20 October 2025
PLACE:
The office of BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring
Street, Perth WA 6000
This is an important document. Please read it carefully.
If you are unable to attend the Meeting, please complete the Proxy Form enclosed and return it in accordance
with the instructions set out on that form.
In compliance with ASX guidelines and the Corporations Act, each Resolution will be decided by poll, based on
proxy votes and by votes from Shareholders in attendance at the Extraordinary General Meeting. Shareholders
are strongly encouraged to vote by lodging the Proxy Form accompanying this Notice of Meeting in accordance
with the instructions set out on that form by no later than 11.00am WST on 18 October 2025.
This Notice of Meeting and Explanatory Statement 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 without delay.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company
Secretary on +61 (8) 9322 7018.
As permitted by the Corporations Act, the Company will not be sending hard copies of the Notice of
Meeting to Shareholders unless the Shareholder has made a valid election to receive documents in
hard copy. Instead, Shareholders can access a copy of the Notice at the following link:
https://www.castleminerals.com/announcements
How Shareholders Can Participate
1.
Shareholders are urged to appoint the Chair as their proxy. Shareholders can complete the
Proxy Form to provide specific instructions on how a Shareholder’s vote is to be cast on each
item of business and the Chair must follow the Shareholder’s instructions. Lodgement
instructions (which include the ability to lodge proxies electronically) are set out in the Proxy
Form attached to the Notice of Meeting. If a person other than the Chair is appointed as proxy,
the proxy will revert to the Chair in the absence of the appointed proxy holder’s attendance at
the Meeting. Your proxy voting instructions must be received by 11.00am (WST) on 18
October 2025.
2.
Shareholders may submit questions in advance of the Meeting by email to the Company
Secretary at styants@castleminerals.com. Responses will be provided at the Meeting in
respect of all valid questions received prior to 5.00pm (WST) on Thursday, 16 October 2025.
Shareholders who attend the Meeting, will also have the opportunity to submit questions
during the Meeting.
Shareholders should contact the Company Secretary on +61 (8) 9322 7018 or by email at
styants@castleminerals.com if they have any queries in relation to the Meeting arrangements.
If the above arrangements with respect to the Meeting change, Shareholders will be updated via the
ASX
Market
Announcements
Platform
and
on
the
Company’s
website
at:
https://www.castleminerals.com/announcements.
2
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is given that the Extraordinary General Meeting of Castle Minerals Limited (ACN 116 095 802)
(Company) will be held at the office of BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring
Street, Perth WA 6000 on Monday, 20 October 2025 commencing at 11.00am (WST).
YOUR VOTE IS IMPORTANT
The business of the Meeting affects your Shareholding and your vote is important.
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
11.00am (WST) on 18 October 2025.
VOTING IN PERSON
To vote in person, attend the Meeting at the time, date and place set out above.
VOTING BY PROXY
Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chair as early
as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. Instructions for
lodging proxies are included on your personalised proxy form.
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:
•
each Shareholder has a right to appoint a proxy;
•
the proxy need not be a Shareholder of the Company; and
•
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:
•
if proxy holders vote, they must cast all directed proxies as directed; and
•
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:
•
the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that
way (ie as directed); and
•
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
•
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 (ie as directed); and
•
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 (ie as directed).
3
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
•
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
•
the appointed proxy is not the chair of the meeting; and
•
at the meeting, a poll is duly demanded on the resolution or is otherwise required under
section 250JA of the Corporations Act; and
•
either of the following applies:
ο
the proxy is not recorded as attending the meeting; or
ο
the proxy does not vote on the resolution,
the Chair 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.
4
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given that the Extraordinary General Meeting of the Shareholders of Castle Minerals Limited
(ACN 116 095 802) will be held at the office of BDO located at Level 9, Mia Yellagonga Tower 2, 5
Spring Street, Perth WA 6000, commencing at 11.00am (WST) on Monday, 20 October 2025 to
consider, and if thought fit, to pass the Resolutions set out below.
Terms used in this Notice of Meeting and accompanying Explanatory Statement are defined in the
glossary to this document.
The Explanatory Statement which accompanies, and forms part of this Notice of Meeting describes the
matters to be considered at the Extraordinary General Meeting.
AGENDA
1.
RESOLUTION 1 – APPROVAL TO ISSUE SECURITIES TO VENDORS
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution
the following:
That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of an aggregate of 5,833,333 Shares, 10,000,000
Options and 16,666,667 Performance Rights to the Vendors (or their respective
nominees) on the terms and conditions set out in the Explanatory Statement
accompanying this Notice of Meeting.
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
or on behalf of the Vendors (or their respective nominees) and any other person who will
obtain a material benefit as a result of the issue of the securities (except a benefit solely by
reason of being a holder of ordinary securities in the entity) or an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
2.
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
RESOLUTION 2 – APPROVAL TO ISSUE DEFERRED SECURITIES TO VENDORS
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution
the following:
That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of an aggregate of 5,833,333 Shares and
10,000,000 Options to the Vendors (or their respective nominees) on the terms and
conditions set out in the Explanatory Statement accompanying this Notice of
Meeting.
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
or on behalf of the Vendors (or their respective nominees) and any other person who will
5
obtain a material benefit as a result of the issue of the securities (except a benefit solely by
reason of being a holder of ordinary securities in the entity) or an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
3.
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
RESOLUTION 3 – ISSUE OF OPTIONS TO BROKER
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution
the following:
That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of 12,500,000 Options to Euroz Hartleys Limited
(or its nominees) for the purpose and on the terms and conditions set out in the
Explanatory Statement accompanying this Notice of Meeting.
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
or on behalf of any person who is expected to participate in the issue or who will obtain a
material benefit as a result of the proposed issue (except a benefit solely by reason of being
a holder of ordinary securities in the entity), or an Associate of those persons. However, this
does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
6
4.
RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES (TRANCHE
1 – LISTING RULE 7.1)
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution
the following:
That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes,
Shareholders approve and ratify the issue of 16,999,043 Shares issued under the
Placement on the terms and conditions set out in the Explanatory Statement
accompanying this Notice of Meeting.
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
or on behalf of any person who participated in the issue, or an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
5.
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES (TRANCHE
1 – LISTING RULE 7.1A)
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution
the following:
That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes,
Shareholders approve and ratify the issue of 11,600,957 Shares issued under the
Placement on the terms and conditions set out in the Explanatory Statement
accompanying this Notice of Meeting.
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
or on behalf of any person who participated in the issue, or an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
7
6.
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
RESOLUTION 6 – ISSUE OF PLACEMENT SHARES (TRANCHE 2)
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution
the following:
That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of up to 26,400,000 Shares to be issued under the
Placement and on the terms and conditions set out in the Explanatory Statement
accompanying this Notice of Meeting.
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
or on behalf of any person who is expected to participate in the issue or who will obtain a
material benefit as a result of the proposed issue (except a benefit solely by reason of being
a holder of ordinary securities in the entity), or an Associate of those persons. However, this
does not apply to a vote cast in favour of this Resolution by:
7.
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
RESOLUTION 7 - ISSUE OF PERFORMANCE RIGHTS - STEPHEN STONE
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution,
the following:
That, pursuant to and in accordance with Listing Rule 10.14 and section 195(4) of
the Corporations Act and for all other purposes, Shareholders approve the issue of
1,000,000 Performance Rights under the Employee Securities Incentive Plan to
Stephen Stone (or his nominee), on the terms set out in the Explanatory Statement
accompanying this Notice of Meeting.
Voting Exclusion – Listing Rules: The Company will disregard any votes cast in favour of
this Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or
10.14.3 who is eligible to participate in the Employee Securities Incentive Plan or an Associate
of those persons. However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
8
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
Voting Prohibition – Corporations Act: In accordance with section 250BD of the
Corporations Act, a vote must not be cast on this Resolution by a member of the Key
Management Personnel, or a closely related party of a Key Management Personnel, acting
as proxy if their appointment does not specify the way the proxy is to vote on the Resolution.
However, the Company will not disregard any proxy votes cast on that Resolution by a
member of the Key Management Personnel if the member is the Chair of the Meeting acting
as proxy and their appointment expressly authorised the Chair to exercise the proxy even
though the Resolution is connected with the remuneration of the Key Management Personnel
for the Company.
8.
RESOLUTION 8 - ISSUE OF PERFORMANCE RIGHTS – MATTHEW HORGAN
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution,
the following:
That, pursuant to and in accordance with Listing Rule 10.14 and section 195(4) of
the Corporations Act and for all other purposes, Shareholders approve the issue of
1,000,000 Performance Rights under the Employee Securities Incentive Plan to
Matthew Horgan (or his nominee), on the terms set out in the Explanatory Statement
accompanying this Notice of Meeting.
Voting Exclusion – Listing Rules: The Company will disregard any votes cast in favour of
this Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or
10.14.3 who is eligible to participate in the Employee Securities Incentive Plan or an Associate
of those persons. However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
Voting Prohibition – Corporations Act: In accordance with section 250BD of the
Corporations Act, a vote must not be cast on this Resolution by a member of the Key
Management Personnel, or a closely related party of a Key Management Personnel, acting
as proxy if their appointment does not specify the way the proxy is to vote on the Resolution.
However, the Company will not disregard any proxy votes cast on that Resolution by a
9
member of the Key Management Personnel if the member is the Chair of the Meeting acting
as proxy and their appointment expressly authorised the Chair to exercise the proxy even
though the Resolution is connected with the remuneration of the Key Management Personnel
for the Company.
9.
RESOLUTION 9 - ISSUE OF PERFORMANCE RIGHTS – STEVEN ZANINOVICH
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution,
the following:
That, pursuant to and in accordance with Listing Rule 10.14 and section 195(4) of
the Corporations Act and for all other purposes, Shareholders approve the issue of
1,400,000 Performance Rights under the Employee Securities Incentive Plan to
Steven Zaninovich (or his nominee), on the terms set out in the Explanatory
Statement accompanying this Notice of Meeting.
Voting Exclusion – Listing Rules: The Company will disregard any votes cast in favour of
this Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or
10.14.3 who is eligible to participate in the Employee Securities Incentive Plan or an Associate
of those persons. However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
Voting Prohibition – Corporations Act: In accordance with section 250BD of the
Corporations Act, a vote must not be cast on this Resolution by a member of the Key
Management Personnel, or a closely related party of a Key Management Personnel, acting
as proxy if their appointment does not specify the way the proxy is to vote on the Resolution.
However, the Company will not disregard any proxy votes cast on that Resolution by a
member of the Key Management Personnel if the member is the Chair of the Meeting acting
as proxy and their appointment expressly authorised the Chair to exercise the proxy even
though the Resolution is connected with the remuneration of the Key Management Personnel
for the Company.
10.
RESOLUTION 10 - ISSUE OF PERFORMANCE RIGHTS – MOHAMED NIARE
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution,
the following:
That, pursuant to and in accordance with Listing Rule 10.14 and section 195(4) of
the Corporations Act and for all other purposes, Shareholders approve the issue of
2,500,000 Performance Rights under the Employee Securities Incentive Plan to
Mohamed Niare (or his nominee), on the terms set out in the Explanatory Statement
accompanying this Notice of Meeting.
Voting Exclusion – Listing Rules: The Company will disregard any votes cast in favour of
this Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or
10
10.14.3 who is eligible to participate in the Employee Securities Incentive Plan or an Associate
of those persons. However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
Voting Prohibition – Corporations Act: In accordance with section 250BD of the
Corporations Act, a vote must not be cast on this Resolution by a member of the Key
Management Personnel, or a closely related party of a Key Management Personnel, acting
as proxy if their appointment does not specify the way the proxy is to vote on the Resolution.
However, the Company will not disregard any proxy votes cast on that Resolution by a
member of the Key Management Personnel if the member is the Chair of the Meeting acting
as proxy and their appointment expressly authorised the Chair to exercise the proxy even
though the Resolution is connected with the remuneration of the Key Management Personnel
for the Company.
11.
RESOLUTION 11 – ISSUE OF SHARES IN LIEU OF DIRECTORS FEES – STEPHEN STONE
To consider and, if thought fit, to pass, with or without amendment, as an ordinary Resolution,
the following:
That for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act
and for all other purposes, Shareholders approve the issue of 1,596,000 Shares to
Stephen Stone (or his nominee), on the terms set out in the Explanatory Statement
accompanying this Notice of Meeting.
Voting Exclusion – Listing Rules: The Company will disregard any votes cast in favour of
this Resolution by or on behalf of Stephen Stone and any other person who will obtain a
material benefit as a result of the issue of the securities (except a benefit solely by reason of
being a holder of ordinary securities in the entity) or an Associate of those persons. However,
this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with the directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b)
the Chair acting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an Associate of a person
excluded from voting, on the Resolution; and
11
(ii)
the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
Voting Prohibition – Corporations Act: In accordance with section 250BD of the
Corpo
Share your feedback
Discover