Wrap Text
Notice of GM
Europa Metals Ltd
(Incorporated and registered in Australia and registered as
an external company in the Republic of South Africa)
(Registration number 4459850)
(External company registration number 2011/116305/10)
Share code on the ASX: EUZ
Share code on AIM: EUZ
Share code on the JSE: EUZ
ISIN: AU0000014342
("Europa Metals" or “the Company”)
Notice of General Meeting
Europa Metals, the European focused lead-zinc and silver developer, further to the
Company’s announcement of 23 November 2022, announces that it will hold a General
Meeting (“GM”) of its Shareholders at 11.00 a.m. (UK time) on Friday, 30 December 2022.
The formal Notice of GM (“Notice”) containing details of the proposed grant of a two stage
option in respect of the disposal of a majority interest in the Toral Project to Denarius Metals
Corp. and associated documentation relating to the GM have now been submitted to ASIC
and are being posted to shareholders as applicable.
The Notice and the accompanying Explanatory Statement are set out in full at the end of
this announcement and should be read by Shareholders in their entirety. In addition, the
Notice can be viewed and downloaded from the Company’s website via the following link:
http://www.europametals.com/site/aim-rule-261/shareholder-communication
Defined terms used in this announcement have the same meanings as those ascribed to
them in the Notice and/or Explanatory Statement unless the context requires otherwise.
For further information on the Company, please visit www.europametals.com or contact:
Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 417 978 955
Myles Campion, Executive Chairman and acting CEO (UK)
T: +44 (0)20 3289 9923
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
WH Ireland Limited (Broker)
Harry Ansell/Dan Bristowe/Katy Mitchell/Sarah Mather
T: +44 (0)20 7 220 1666
JSE Sponsor to Europa Metals
Questco Corporate Advisory Proprietary Limited
Sharon Owens
T: +27 (11) 011 9212
United Kingdom
7 December 2022
EUROPA METALS LTD
ACN 097 532 137
NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a General Meeting of the members of Europa Metals Ltd (Europa
Metals or the Company) will be held on the date and at the location and time specified below:
DATE: Friday, 30 December 2022
LOCATION: Aldgate Tower, 2 Leman Street, London E1 8QN
TIME: 11.00 a.m. UK time / 1.00 p.m. SA time
BUSINESS: The business of the General Meeting is to consider and pass the
Resolutions set out in the enclosed agenda.
Shareholders can access a copy of the Notice at the following link:
http://www.europametals.com/site/aim-rule-261/shareholder-communication1
Should you wish to discuss any of the matters in the Notice of Meeting please do not hesitate to
contact the Company Secretary, Mr Dan Smith on +61 (8) 9486 4036 or by email at
Dsmith@europametals.com. Alternatively, you should consult your licensed financial adviser,
stockbroker or other professional adviser.
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
A General Meeting of the Shareholders of Europa Metals Ltd will be held at the offices of The Ince
Group PLC at Aldgate Tower, 2 Leman Street, London E1 8QN on Friday, 30 December 2022 at
11.00 a.m. (UK time) (the Meeting).
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is important.
Asking Questions at the Meeting
Shareholders may submit questions in advance of the Meeting to the Company. You may send
questions in writing to the share registry at the address set out on the proxy form or email your
questions to the Company Secretary at: dsmith@europametals.com.
Please ensure that your questions are received no later than 5.00 p.m. (UK time) on Wednesday 28
December 2022.
Shareholders will also have the opportunity to submit questions during the Meeting in respect of the
formal items of business. In order to ask a question during the Meeting, please follow the instructions
from the Chair.
The Chair will attempt to respond to any questions raised during the Meeting. Shareholders are
limited to a maximum of two questions each (including any submitted in advance of the Meeting).
The Chair will request prior to a Shareholder asking a question that they identify themselves
(including any entity name in respect of their shareholding and the number of Shares they hold).
HOLDERS OF DEPOSITORY INTERESTS
Under the Company’s constitution, holders of depository interests (DI holders) have no rights to
attend or vote at the Meeting and will not personally be sent a copy of the Notice of Meeting. Rather
their rights are governed by the trust deed under which depository interests are issued. DI Holders
may instruct Computershare Investor Services plc (which holds Shares on behalf of DI Holders) by
either returning a completed Form of Instruction to Computershare or submitting a CREST Voting
Instruction.
South Africa (Proxy Forms)
The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and
lodging of proxy forms. If a Shareholder appoints a body corporate as its proxy and the body
corporate wishes to appoint an individual as its representative, the body corporate should provide
that person with a certificate or letter executed in accordance with the Corporations Act authorising
him or her to act as that company’s representative. The authority may be sent to the Company or its
share registry in advance of the Meeting.
To vote by proxy, please complete and sign the and deliver the Proxy Form to:
Computershare Investor Services (Proprietary) Ltd, Rosebank Towers, 15 Biermann Avenue,
Rosebank, 2196 South Africa (Private Bag X9000, Saxonwold, 2132 South Africa) to reach them by
no later than 1.00 p.m. (SA time) on 28 December 2022.
All beneficial owners whose shares have been dematerialised through a CSDP or broker other than
with “own-name” registration, must provide the CSDP or broker with their voting instructions in terms
of their custody agreement should they wish to vote at the General Meeting. Alternatively, they may
request the CSDP or broker to provide them with a letter of representation, in terms of their custody
agreements, should they wish to attend the General Meeting. Such Shareholders must not complete
the enclosed form of proxy.
United Kingdom (CREST Voting Instructions)
Holders of Depositary Interests 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 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 (identification number: 3RA50) by no later than 11.00 a.m. (UK time) on 22
December 2022. 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. Holders of Depositary Interests 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 regard,
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.
United Kingdom (Form of Instruction)
Alternatively, DI Holders can vote by completing, signing and returning the enclosed Form of
Instruction to the Company’s agent (identification number: 3RA50) no later than 11.00 a.m. (UK time)
on 22 December 2022.
Entitlement to vote and the number of votes which may be cast there at will be determined by
reference to the Depositary Interest register at close of business on 21 December 2022. Changes to
entries on the Depositary Interest register after that time shall be disregarded.
VOTING IN PERSON
A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend
the Meeting, please bring the enclosed Proxy Form to the Meeting to assist in registering your
attendance and the number of votes. Kindly arrive 20 minutes prior to the start of the Meeting to
facilitate this registration process.
For their votes to be counted, DI Holders must submit their CREST Voting Instruction (as defined
above) to the Company’s agent by the required cut-off time set out above. Alternatively, DI Holders
can vote using the Form of Instruction.
VOTING BY CORPORATE REPRESENTATIVE
A Shareholder that is a corporation may appoint an individual to act as its representative and to vote
at the Meeting in accordance with section 250D of the Corporations Act. The representative should
bring to the Meeting evidence of his or her appointment, including any authority under which the
appointment is signed. The appropriate “Appointment of Corporate Representative” form should be
completed and produced prior to admission to the Meeting. This form may be obtained from the
Company’s share registry.
VOTING BY PROXY
Shareholders are strongly urged to appoint the Chairman of the Meeting 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 Chairman of the Meeting must follow your instructions.
Australia (Proxy Forms)
To vote by proxy, please complete and sign the enclosed Proxy Form and return it 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:
• A Shareholder (either an individual or a body corporate) who is entitled to attend and vote at the Meeting
is entitled to appoint a proxy which may be a body corporate or an individual.
• A proxy need not be a Shareholder.
• A Shareholder who is 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 total votes. If you wish to appoint a second proxy,
an additional proxy form may be obtained by telephoning the Company’s share registry or you may copy
the enclosed Proxy Form. To appoint a second proxy, you must follow the instructions on the Proxy Form.
Sections 250BB and 250BC of the Corporations Act apply to voting by proxy and Shareholders and
their proxies should be aware of these provisions which generally provide that:
(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chairman, who must
vote the proxies as directed.
If the proxy has two or more appointments that specify different ways to vote on a resolution, the
proxy must not vote on that resolution on a show of hands.
The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and
lodging of proxy forms. To vote by proxy, please complete, sign and return the enclosed Proxy Form.
In order for it to be valid, your Proxy Form (and any power of attorney under which it is signed) must
be received at one of the addresses given below at least 48 hours before the Meeting, being by 11.00
a.m. (UK time) on 28 December 2022. Any Proxy Form received after that time will not be valid for
the Meeting.
Online at www.investorvote.com.au
By mail Share Registry - Computershare Investor Services Pty Limited, GPO
Box 242, Melbourne, Victoria 3001, Australia
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your Proxy Form and follow the prompts.
Custodian voting For Intermediary Online subscribers only (custodians) please visit
www.intermediaryonline.com to submit your voting intentions.
CUSTODIAN VOTING
For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to
submit your voting intentions.
VOTING VIA A POLL
All resolutions under the Notice will be determined by way of a poll.
Europa Metals Ltd
ACN 097 532 137
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of the Shareholders of Europa Metals Ltd will be held
at 11.00 a.m. (UK time) on 30 December 2022 at the offices of The Ince Group PLC at Aldgate
Tower, 2 Leman Street, London E1 8QN.
The Explanatory Statement accompanying the Notice of Meeting provides additional information on
the matter to be considered at the General Meeting and a glossary of defined terms not defined in
full in the Notice. The Explanatory Statement and the enclosed Proxy Form, or Form of Instruction if
you are a DI Holder, form part of the Notice of Meeting. Terms and abbreviations used in the Notice
of Meeting and Explanatory Statement are defined in the glossary.
The Directors have determined, pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations
Regulations, that the persons eligible to vote at the General Meeting are those who are registered
Shareholders of the Company at 5.00 p.m. (UK time) on 28 December 2022. Accordingly,
transactions registered after that time will be disregarded in determining entitlements to attend and
vote at the General Meeting.
AGENDA
RESOLUTION
1. Proposed Grant of a two stage Option for the Disposal of a majority interest in the
Toral Project to Denarius Metals Corp.
To consider, and if thought fit, to pass with or without amendment the following as an
Ordinary Resolution:
“That, for the purposes of Rule 15 of the AIM Rules for Companies issued by the London
Stock Exchange plc and for all other purposes, the grant and potential future exercise of the
Option by the Company to Denarius Metals Corp., as announced on 23 November 2022, for
it to acquire up to an 80% interest in the Toral Project be approved in accordance with the
terms and conditions of the option agreement and otherwise of the terms and conditions set
out in the Explanatory Statement.”
BY ORDER OF THE BOARD
Daniel Smith
Director/Company Secretary
DATED 7 December 2022
Europa Metals Ltd
ACN 097 532 137
EXPLANATORY STATEMENT TO SHAREHOLDERS
INTRODUCTION
This Explanatory Statement has been prepared for the information of Shareholders in connection
with the Resolution to be considered at the General Meeting of the Shareholders of Europa Metals
Ltd to be held at 11.00 a.m. (UK time) / 7.00 p.m. (AWST) on Friday, 30 December 2022 at the offices
of The Ince Group PLC at Aldgate Tower, 2 Leman Street, London E1 8QN.
This Explanatory Statement should be read in conjunction with the accompanying Notice of
Meeting.
The purpose of this Explanatory Statement is to provide information that the Directors believe to be
material to Shareholders in deciding whether or not to pass the Resolution set out in the Notice.
1. RESOLUTION 1: APPROVAL OF THE PROPOSED TRANSACTION WITH DENARIUS
1.1 Background
On 23 November 2022, the Company announced that it had entered into a definitive option
agreement (the Option Agreement) with Denarius Metals Corp. (TSXV: DSLV; OTCQB: DNRSF)
(Denarius).
Pursuant to the Option Agreement, conditional on, inter alia, the approval of Europa Metals'
shareholders, Denarius will have the right to acquire in two stages up to an 80 per cent. ownership
interest in the Company's wholly owned Spanish subsidiary, Europa Metals Iberia S.L. (EMI),
which holds the Toral Pb, Zn & Ag project (Toral or the Toral Project), located in the Province of
Castilla y León, north-west Spain (Proposed Transaction).
1.2 Material terms of the Option Agreement and associated agreements
The Proposed Transaction involves the formation of a joint venture, via EMI, between Denarius
and Europa Metals for the development of Toral, which covers both the project’s existing and any
expanded investigation permit area and potentially the adjacent historic Antonina Mine area, the
former licence for which is currently terminated by the Junta de Castilla y León (the Junta). In
return for funding certain expenditure on the project and consideration of up to, in aggregate,
US$6,000,000, Denarius will be acorded the exclusive right to acquire up to an 80 per cent.
interest in the Toral Project by way of a two-stage option arrangement.
Option Agreement
Pursuant to the Option Agreement, Denarius has accordingly been granted an initial option for a
period of three years from the date of the Option Agreement (the First Option Period) to
subscribe for 51 per cent. of EMI’s share capital and a second option for a period of one year
from the closing of the First Option (the Second Option Period) to potentially acquire an
additional 29 per cent. of EMI’s share capital (the Second Option) from Europa Metals.
First Option
The initial option granted to Denarius pursuant to the Option Agreement (the First Option) may
be exercised by Denarius conditional on, inter alia:
(i) it assuming operatorship and making expenditures on the Toral Project of US$4,000,000;
and
(ii) the completion of a preliminary economic assessment (the 43-101 PEA) on the Toral
Project.
In each case, prior to the expiry of the First Option Period, failing which the First Option will lapse.
Denarius will advance the US$4,000,000 by way of a loan (the Loan) to EMI (the First Option
Expenditure) and on satisfaction of all of the conditions of the First Option, Denarius shall be
entitled to capitalise the Loan up to the amount of the First Option Expenditure for the issue to it
of 51 per cent. of the shares in EMI. In the event that the First Option is not exercised, Denarius
shall be required to assign the loan to Europa Metals for US$1.
Denarius will have the ability to extend the term of the First Option Period for a further 90 days if
the 43-101 PEA is significantly advanced and Denarius continues to make commercially
reasonable efforts to meet the conditions to exercise the First Option.
The First Option Expenditure shall be made in accordance with an agreed high level budget for
the Toral Project which requires:
(i) a minimum of US$1,000,000 of the total of the First Option Expenditure to be spent prior
to the first anniversary of the date of the Option Agreement, including in respect of a
mining licence application in respect of the Toral Project to be submitted to the Junta by
31 July 2023;
(ii) a minimum of US$2,000,000 of the total of the First Option Expenditure to be spent prior
to the second anniversary of the date of the Option Agreement; and
(iii) the full amount of the First Option Expenditure to be spent prior to the third anniversary
of the date of the Option Agreement (extendable by 90 days in certain circumstances).
Denarius shall advance US$100,000 on the business day following the required shareholder
approval being obtained and a further sum of, in aggregate, US$550,000 in periodic payments at
the discretion of Denarius.
Accordingly, the consideration to be received by the Company in respect of the First Option will
all be utilised on expenditure to advance the Toral Project.
Second Option
The Second Option may be exercised by Denarius conditional on:
(i) the exercise of the First Option;
(ii) completion of a NI 43-101 compliant pre-feasibility study on the Toral Project at the cost
of Denarius; and
(iii) payment of US$2,000,000 to Europa Metals in satisfaction of the exercise price for the
Second Option (the Second Option Exercise Price).
In each case prior to the expiry of the Second Option Period. The US$2,000,000 consideration
receivable in respect of the Second Option, will be utilised to pursue the Company’s stated growth
strategy and provide additional working capital for the group.
In the event that only the First Option is exercised by Denarius, Denarius has undertaken to
transfer to Europa Metals, upon request by Europa Metals, such number of shares in EMI
representing two per cent. of the issued share capital such that the Company would own 51 per
cent. of the issued share capital of EMI thereafter.
The Option Agreement contains representations, warranties and indemnities given by the
Company and EMI to Denarius, in relation to title and capacity to the shares in EMI, legal title to
the Toral Project and environmental, of the type commonly found in such agreements. Such
representations, warranties and indemnities are repeated on exercise of the First Option and the
Second Option. The Company's maximum aggregate liability under such warranties and
indemnities is limited to an amount equal to the aggregate of the First Option Expenditure and
the Second Option Exercise Price (to the extent such amounts are expended).
In addition, the Option Agreement can be terminated by a party if the other party is in material
breach of the terms of the Option Agreement. Denarius may terminate the Option Agreement at
any time by providing the Company and EMI with at least sixty days’ prior notice in writing.
The Option Agreement is governed by the laws of the Province of Ontario and the federal Laws
of Canada.
Joint Venture Agreement and Shareholders’ Agreement
On exercise of the First Option, the parties shall also enter into a joint venture agreement (the JV
Agreement) and a shareholders’ agreement (the Shareholders’ Agreement). The JV
Agreement sets out the terms of the appointment of the management committee to be established
(the Management Committee) to determine the overall policies, objectives, procedures and
actions in respect of the joint venture as regards its business including the Toral Project. The
Management Committee shall initially consist of three representatives appointed by Denarius and
one representative appointed by the Company. The board of directors of EMI shall reflect the
decisions of the Management Committee in all respects.
A shareholder holding less than 50 per cent. of the issued share capital of EMI (a Minority
Shareholder) shall have the right to appoint a representative to the Management Committee for
such time as its shareholding in EMI does not fall below 10 per cent. Any shareholder holding
more than 50 per cent. of the issued share capital of EMI (a Majority Shareholder) shall be
entitled to appoint three representatives to the Management Committee and shall have the right
to be appointed as operator.
The quorum for any meeting of the Management Committee shall consist of at least three
representatives, one of whom must be a representative appointed by the Company (subject to it
holding at least 10 per cent. of the issued share capital in EMI). Certain decisions of the
Management Committee require the prior written consent of the Company and Denarius
including, but not limited to:
(a) creating, or permitting, any encumbrances over any assets comprising the Toral Project;
(b) abandoning, selling or otherwise disposing of substantially all of the assets comprising the
Toral Project or any material portion of it; or
(c) relinquishing or altering the terms of the Toral permit(s) (other than in connection with a
renewal of the Toral permit(s)).
The JV Agreement is governed by the laws of the Province of Ontario and the federal Laws of
Canada.
The Shareholders’ Agreement to be entered into between the Company, EMI and Denarius sets
out certain obligations and requirements as to the management of EMI. The board of directors of
EMI (the EMI Board) shall consist of four directors. A Majority Shareholder shall have the right to
appoint three directors and a Minority Shareholder shall have the right to appoint one director.
The quorum for meetings of the EMI Board must include one director appointed by the Minority
Shareholder. EMI shall not issue any shares without the prior written consent of the Company
and Denarius.
The Shareholders’ Agreement is governed by Spanish law.
1.3 AIM Rules for Companies
In accordance with AIM Rule 15, the Proposed Transaction is deemed to constitute a fundamental
change of business for the Company and therefore requires the approval of shareholders at a
duly convened general meeting.
If Resolution 1 is duly approved by the Company’s Shareholders, the Proposed Transaction will
become unconditional and the first and second options will be exercisable subject to Denarius
satisfying the requisite exercise conditions. The funding pursuant to the terms of the
arrangements with Denarius will serve to substantially reduce the Company’s operating costs in
relation to its ongoing activities at Toral.
If Resolution 1 is not approved by the Company’s Shareholders, the Proposed Transaction will
not proceed and the Company will therefore continue to fund its operations at Toral in its own
right.
1.4 Directors’ recommendation
The Directors unanimously recommend that Shareholders vote in favour of Resolution 1. The
Directors’ recommendation is based on the benefits to the Company and reasoning outlined in
sections 1.1 to 1.3 above.
GLOSSARY
In the Notice of Meeting and this Explanatory Statement:
A$ means Australian dollars.
AIM means the market of that name operated by the London
Stock Exchange plc.
AIM Rules for Companies means the AIM Rules for Companies published by
London Stock Exchange plc (as amended from time to
time).
Board means the current board of directors of the Company.
Chairman or Chair means the person appointed to chair the General Meeting
convened by this Notice of Meeting.
Company or Europa Metals means Europa Metals Ltd ACN 097 532 137.
Corporations Act means the Corporations Act 2001 (Cth).
Corporations Regulations means the Corporations Regulations 2001 (Cth).
DI Holders means holders of depositary interests in the Company.
Directors means the directors of the Company, being, at the date of
this Notice of Meeting, Myles Campion, Evan Kirby and
Daniel Smith.
Explanatory Statement means the explanatory statement accompanying the
Notice of Meeting.
Form of Instruction means, for DI Holders, the form of instruction enclosed
with this Notice of Meeting.
General Meeting or Meeting means the General Meeting of Shareholders convened
under this Notice.
Group means the Company and a related body corporate of the
Company as defined in section 50 of the Corporations Act
and any company in respect of which the Company has
voting power of not less than 20%.
Notice of Meeting or Notice means this notice of General Meeting including the
Explanatory Statement.
Ordinary Resolution means a Resolution to be passed by a simple majority of
Shareholders (entitled to vote) that vote on the Resolution
(in person, by proxy, by attorney or, in the case of a
corporate Shareholder, by a corporate representative).
Proxy Form means, for Shareholders, the proxy form enclosed with
this Notice of Meeting.
Resolution means the resolution set out in this Notice of Meeting.
Share means an ordinary share in the Company.
Shareholder means a holder of Shares in the Company.
US$ means US dollars.
All references in this Notice to “£”, “pence” or “p” are to the lawful currency of the United Kingdom.
All references in this Notice to “A$”, “$”, “c” or “cents” are to the lawful currency of Australia.
Date: 07-12-2022 01:03:00
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