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Notice of Annual General Meeting
FIRESTONE ENERGY LIMITED
(Registration number: ABN 058 436 794)
(SA company registration number: 200/023973/10
Share code on the JSE: FSE Share code on the ASX: FSE ISIN: AU000000FSE6
("FSE" or "the Company")
FIRESTONE ENERGY LIMITED
ABN 71 058 436 794
NOTICE OF ANNUAL GENERAL MEETING
TIME: 11:00am (WST)
DATE: 28 November 2012
PLACE: BDO Chartered Accountants
Hay Room
38 Station Street
Subiaco Western Australia
South African Shareholders
Forms of proxy must be received by the South African transfer secretaries, Computershare Investor
Services (Pty) Ltd, at Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,
2107) by no later than 11:00 on Thursday, 22 November 2012.
Dematerialised shareholders, other than own name registration, must NOT complete the proxy form
and must provide their CSPD or broker their voting instructions in terms of the custody agreement
entered into between such shareholders and their CSDP or broker.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the
Company Secretary on (+61 8) 9287 4605.
CONTENTS PAGE
Business of the Meeting (setting out the proposed resolutions) 4
Explanatory Statement (explaining the proposed resolutions) 7
Glossary
16
Proxy Form
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is given that the annual general meeting of the Shareholders to which this Notice
of Meeting relates will be held at 11.00am (WST) on 28 November 2012, at:
BDO Chartered Accountants
Hay Room
38 Station Street
Subiaco Western Australia
YOUR VOTE IS IMPORTANT
The business of the Annual General 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 Annual General Meeting
are those who are registered Shareholders at 5.00pm (WST) on 26 November 2012.
VOTING IN PERSON
To vote in person, attend the Annual General 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, members are advised that:
- each member has a right to appoint a proxy;
- the proxy need not be a member of the Company; and
- a member 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.
New sections 250BB and 250BC of the Corporations Act came into effect on 1 August
2011 and apply to voting by proxy on or after that date. Shareholders and their proxies
should be aware of these changes to the Corporations Act, as they will apply to this
Annual General Meeting. Broadly, the changes 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 is 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 (i.e. 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 (i.e. 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 (i.e. as directed).
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; and
- either of the following applies:
- the proxy is not recorded as attending the meeting;
- the proxy does not vote on the resolution,
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.
BUSINESS OF THE MEETING
AGENDA
ORDINARY BUSINESS
Financial Statements and Reports
To receive and consider the annual financial report of the Company for the financial
year ended 30 June 2012 together with the declaration of the directors, the directors'
report, the remuneration report and the auditor's report.
1. RESOLUTION 1 ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as a non-binding resolution:
"That, for the purpose of Section 250R(2) of the Corporations Act and for all
other purposes, approval is given for the adoption of the Remuneration
Report as contained in the Company's annual financial report for the
financial year ended 30 June 2012."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the
Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the
following persons:
(a) a member of the Key Management Personnel, details of whose remuneration
are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a
proxy if the vote is not cast on behalf of a person described above and either:
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to
vote on the Resolution; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even if the
Resolution is connected directly or indirectly with the remuneration of
a member of the Key Management Personnel for the Company, or if
the Company is part of a consolidated entity, for the entity.
2. RESOLUTION 2 RE-ELECTION OF DIRECTOR DAVID PERKINS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purpose of clause 8.1(e) of the Constitution and for all other
purposes, David Perkins, a Director, retires by rotation, and being eligible, is
re-elected as a Director."
3. RESOLUTION 3 ELECTION OF DIRECTOR TIMOTHY TEBEILA
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purpose of clause 8.1(e) of the Constitution and for all other
purposes, Timothy Tebeila, a Director who was appointed on 30 November
2011, and will retire at the Meeting in accordance with the Constitution, and
being eligible, is elected as a Director of the Company."
4. RESOLUTION 4 ELECTION OF DIRECTOR DAVID HILLIER
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purpose of clause 8.1(e) of the Constitution and for all other
purposes, David Hillier, a Director who was appointed since the last annual
general meeting, will retire at the Meeting in accordance with the
Constitution, and being eligible, is elected as a Director of the Company."
5. RESOLUTION 5 ELECTION OF DIRECTOR KEVIN KARTUN
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purpose of clause 8.1(e) of the Constitution and for all other
purposes, Kevin Kartun, a Director who was appointed since the last
annual general meeting, will retire at the Meeting in accordance with the
Constitution, and being eligible, is elected as a Director of the Company."
6. RESOLUTION 6 APPROVAL OF 10% PLACEMENT CAPACITY SHARES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as a special resolution:
"That, for the purpose of Listing Rule 7.1A and for all other purposes,
approval is given for the issue of Equity Securities totalling up to 10% of the
Shares on issue (at the time of issue), calculated in accordance with the
formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions
set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any
person who may participate in the issue of Equity Securities under this Resolution 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 will not disregard a vote if it is cast by a person as a proxy for a
person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.
7. RESOLUTION 7 RATIFICATION OF PRIOR ISSUE ISSUE OF OPTIONS TO MR D KNOX
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the allotment and issue of 40,000,000 options on the
terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a
person who participated in the issue and any associates of those persons. However, the
Company need not disregard a vote if it is cast by a person as a proxy for a person who
is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.
For the purposes of the Corporations Act, a person appointed as a proxy must not vote,
on the basis of that appointment, on Resolutions 7 if:
(i) the person is either:
- a member of the Key Management Personnel for the company or, if the
company is part of a consolidated entity, for the entity; or
- a Closely Related Party of such a member; and
(ii) the appointment does not specify the way the proxy is to vote on the
resolution.
However, the Company will not disregard a vote if:
(i) the person is the chair of the meeting at which the resolution is voted on; and
(ii) the appointment expressly authorises the chair to exercise the proxy even if
the resolution is connected directly or indirectly with the remuneration of a
member of the Key Management Personnel for the company.
DATED: 23 OCTOBER 2012
BY ORDER OF THE BOARD
JERRY MONZU
COMPANY SECRETARY
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the
Directors believe to be material to Shareholders in deciding whether or not to pass the
Resolutions which are the subject of the business of the Meeting.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Meeting will include
receipt and consideration of the annual financial report of the Company for the
financial year ended 30 June 2012 together with the declaration of the directors,
the directors' report, the remuneration report and the auditor's report.
The Company will not provide a hard copy of the Company's annual financial
report to Shareholders unless specifically requested to do so. The Company's
annual financial report is available on its website at www.firestoneenergy.com.au.
2. RESOLUTION 1 ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company's annual general
meeting, a resolution that the remuneration report be adopted must be put to
the shareholders. However, such a resolution is advisory only and does not bind
the Directors or the Company.
The remuneration report sets out the Company's remuneration arrangements for
the Directors and senior management of the Company. The remuneration
report is part of the Directors' report contained in the annual financial report of
the Company for the financial year ending 30 June 2012.
A reasonable opportunity will be provided for discussion of the remuneration
report at the Annual General Meeting.
2.2 Voting consequences
Under recent changes to the Corporations Act which came into effect on 1 July
2011, if at least 25% of the votes cast on a remuneration report resolution are
voted against adoption of the remuneration report in two consecutive annual
general meetings, the Company will be required to put to Shareholders a
resolution proposing the calling of an extraordinary general meeting to consider
the appointment of directors of the Company (Spill Resolution) at the second
annual general meeting.
If more than 50% of shareholders vote in favour of the Spill Resolution, the
company must convene the extraordinary general meeting (Spill Meeting)
within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report
(as included in the Company's annual financial report for the financial year
ended immediately before the second annual general meeting) was approved,
other than the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for re-election at
the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as
directors of the company is approved will be the directors of the company.
At the Company's previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than
25%. Accordingly, the Spill Resolution is not relevant for this Annual General
Meeting.
2.3 Proxy Restrictions
Shareholders appointing a proxy for Resolution 1 should note the following:
If you appoint a member of the Key Management Personnel as your proxy
If you elect to appoint a member of Key Management Personnel whose
remuneration details are included in the Remuneration Report, or a Closely
Related Party of that member, you must direct the proxy how they are to vote.
Undirected proxies granted to these persons will not be included in any vote on
Resolution 1.
If you appoint the Chair as your proxy
If you elect to appoint the Chair as your proxy, you do not need to direct the
Chair how you wish them to exercise your vote on Resolution 1, however if you
do not direct the Chair how to vote, you must tick the acknowledgement on the
proxy form to acknowledge that the Chair may exercise their discretion in
exercising your proxy even though Resolution 1 is connected directly or
indirectly with the remuneration of Key Management Personnel.
If you appoint any other person as your proxy
You do not need to direct your proxy how to vote, and you do not need to tick
any further acknowledgement on the proxy form.
3. RESOLUTION 2 RE-ELECTION OF DIRECTOR DAVID PERKINS
Clause 8.1 of the Constitution requires that at the Company's annual general
meeting in every year, one-third of the Directors for the time being, or, if their
number is not a multiple of 3, then the number nearest one-third (rounded down
to the nearest whole number), shall retire from office, provided always that no
Director (except a Managing Director) shall hold office for a period in excess of 3
years, or until the third annual general meeting following his or her appointment,
whichever is the longer, without submitting himself or herself for re-election.
The Directors to retire at an annual general meeting are those who have been
longest in office since their last election, but, as between persons who became
Directors on the same day, those to retire shall (unless they otherwise agree
among themselves) be determined by drawing lots.
A Director who retires by rotation under clause 8.1 of the Constitution is eligible
for re-election.
The Company currently has 5 Directors and accordingly 1 must retire.
David Perkins, the Director longest in office since his last election, retires by
rotation and seeks re-election.
4. RESOLUTION 3 ELECTION OF DIRECTOR TIMOTHY TEBEILA
Clause 8.1 of the Constitution allows the Directors to appoint at any time a
person to be a Director as an addition to the existing Directors, but only where
the total number of Directors does not at any time exceed the maximum
number specified by the Constitution.
Any Director so appointed holds office only until the next following annual
general meeting and is then eligible for re-election.
Timothy Tebeila was appointed on 30 November 2011 following the 2011 Annual
General Meeting and so will retire in accordance with clause 8.1(e) of the
Constitution and being eligible seeks re-election. Mr Tebeila is currently the
Chairman of the Company. Further details of Mr Tebeila's experience are set out
in the Annual Report.
5. RESOLUTIONS 4 AND 5 ELECTION OF DIRECTORS DAVID HILLIER AND KEVIN
KARTUN
Clause 8.1 of the Constitution allows the Directors to appoint at any time a
person to be a Director as an addition to the existing Directors, but only where
the total number of Directors does not at any time exceed the maximum
number specified by the Constitution.
Any Director so appointed holds office only until the next following annual
general meeting and is then eligible for re-election.
It is expected that by the date of the Annual General Meeting, Mr David Hillier
and Mr Kevin Kartun would have been appointed directors of the Company as
nominees of Ariona Company SA following financial close of the $40.7 million
secured convertible note facility approved by shareholders at the general
meeting held on 5 October 2012. If appointed by the time of the Annual general
Meeting, they will retire in accordance with clause 8.1(e) of the Constitution and
being eligible both seek re-election. Details of the experience for each of Mr
Hillier and Mr Kartun was set out in the Notice of General Meeting held on 5
October 2012 and are repeated below.
David Hillier FCA, AMP (Harvard), MAICD
Mr Hillier is a chartered accountant by training and spent 12 years with
international accounting firms Ernst & Young and PricewaterhouseCoopers. Work
with major international clients in the gold mining, mineral sands and oil and gas
industries led to a career in the resources industry. Initially working with the NY
listed Bond International Gold group, Mr Hillier subsequently spent 15 years with
Normandy Mining Limited, including 6 years as Chief Financial Officer. Normandy
was Australia's largest gold producer at the time with exploration and mining
activities across the globe. Responsibilities included all financial and commercial
operations from exploration through feasibility studies and financing of the
development and operation of large scale mines. Mr Hillier was responsible for
raising several hundred million dollars of gold backed loan facilities in the US to
fund mining operations and Treasury operations selling millions of ounces of gold
annually. He had extensive experience as Normandy's representative on joint
venture committees. Since the takeover of Normandy by Newmont Mining of
the US, Mr Hillier has been Chief Executive and Director of various public mining
companies.
Kevin Kartun
Mr Kartun has 40 years' experience in exploration and mining geology, resource
investments and investor relations in southern Africa and Australia. He has
worked as a geologist in South Africa, Namibia and Australia for various
companies including Anglo American Corporation Limited, Newmont Limited,
Shell SA (Proprietary) Limited/Billiton and Gold Fields of South Africa Limited. His
experience covers a wide range of commodities, including platinum, gold,
diamonds, base metals, mineral sands, uranium, coal and synfuels.
Mr Kartun holds a B.Sc. (Honours) and Ph.D. in Geology from the University of
Cape Town and is a Fellow of the Australian Institute of Mining and Metallurgy, a
Fellow of the Geological Society of South Africa, a Fellow of the South African
Institute of Mining and Metallurgy, and a Member of PDAC.
6. RESOLUTION 6 APPROVAL OF 10% PLACEMENT CAPACITY SHARES
6.1 General
ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder
approval at its annual general meeting to allow it to issue Equity Securities up to
10% of its issued capital over a period up to 12 months after the annual general
meeting (10% Placement Capacity).
The Company is an Eligible Entity.
If Shareholders approve Resolution 6, the number of Equity Securities the Eligible
Entity may issue under the 10% Placement Capacity will be determined in
accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in
Section 6.2 below).
The effect of Resolution 6 will be to allow the Directors to issue Equity Securities
up to 10% of the Company's fully paid ordinary securities on issue under the 10%
Placement Capacity during the period up to 12 months after the Meeting,
without subsequent Shareholder approval and without using the Company's 15%
annual placement capacity granted under Listing Rule 7.1.
Resolution 6 is a special resolution. Accordingly, at least 75% of votes cast by
Shareholders present and eligible to vote at the Meeting must be in favour of
Resolution 6 for it to be passed.
6.2 ASX Listing Rule 7.1A
ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible
Entity to seek shareholder approval at its annual general meeting to issue Equity
Securities in addition to those under the Eligible Entity's 15% annual placement
capacity.
An Eligible Entity is one that, as at the date of the relevant annual general
meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities
and securities quoted on a deferred settlement basis) of $300,000,000.
The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index
and has a current market capitalisation of $24.9 million.
Any Equity Securities issued must be in the same class as an existing class of
quoted Equity Securities. The Company currently has three classes of Equity
Securities on issue, being the Shares (ASX Code: FSE), unlisted options and
unlisted secured convertible notes. As Shares are the only class of Equity Security
that is quoted, only Shares will be able to be issued under the 10% Placement
Capacity.
The exact number of Equity Securities that the Company may issue under an
approval under Listing Rule 7.1A will be calculated according to the following
formula:
(A x D) E
Where:
A is the number of Shares on issue 12 months before the date of issue or
agreement:
(i) plus the number of Shares issued in the previous 12 months
under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in
the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with
approval of holders of Shares under this rule; and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under
ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or
agreement to issue that are not issued with the approval of holders of
Ordinary Securities under ASX Listing Rule 7.1 or 7.4.
6.3 Technical information required by ASX Listing Rule 7.3A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below
is provided in relation to this Resolution 6:
(a) Minimum Price
The minimum price at which the Equity Securities may be issued is 75% of
the volume weighted average price of Equity Securities in that class,
calculated over the 15 ASX trading days on which trades in that class
were recorded immediately before:
(i) the date on which the price at which the Equity Securities are
to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of
the date in Section 6.3(a)(i), the date on which the Equity
Securities are issued.
(b) Date of Issue
The Equity Securities may be issued under the 10% Placement Capacity
commencing on the date of the Meeting and expiring on the first to
occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under
ASX Listing Rules 11.1.2 (a significant change to the nature or
scale of the Company's activities) or 11.2 (disposal of the
Company's main undertaking),
or such longer period if allowed by ASX (10% Placement Capacity
Period). The approval under Resolution 6 for the issue of Equity Securities
will cease to be valid in the event that Shareholders approve a
transaction under Listing Rules 11.1.2 or 11.2.
(c) Risk of voting dilution
Any issue of Equity Securities under the 10% Placement Capacity will
dilute the interests of Shareholders who do not receive any Shares under
the issue.
If Resolution 6 is approved by Shareholders and the Company issues the
maximum number of Equity Securities available under the 10%
Placement Capacity, the economic and voting dilution of existing
Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated in
accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the
basis of the current market price of Shares and the current number of
Equity Securities on issue as at the date of this Notice.
The table also shows the voting dilution impact where the number of
Shares on issue (variable A in the formula) changes and the economic
dilution where there are changes in the issue price of Shares issued
under the 10% Placement Capacity.
Number of
Shares on Issue Dilution
Issue Price $0.004 $0.008 $0.012
(per Share) (50% decrease (Current issue (50% increase
in current issue price) in current issue
price) price)
3,113,878,641 Shares
(Current) issued (10%
voting
dilution) 311,387,864 311,387,864 311,387,864
Funds raised $1,245,551 $2,491,102 $3,736,654
4,670,817,961 Shares
(50% issued (10%
increase)* voting
dilution) 467,081,796 467,081,796 467,081,796
Funds raised $1,868,327 $3,736,654 $5,604,981
Number of
Shares on Issue Dilution
Issue Price $0.004 $0.008 $0.012
(per Share) (50% decrease (Current issue (50% increase
in current issue price) in current issue
price) price)
6,227,757,282 Shares
(100% issued (10%
increase)* voting
dilution) 622,775,728 622,775,728 622,775,728
Funds raised $2,491,102 $4,982,205 $7,473,308
*The number of Shares on issue (variable A in the formula) could increase as a result
of the issue of Shares that do not require Shareholder approval (such as under a pro-
rata rights issue or scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. The current shares on issue are the Shares on issue as at 23 October 2012.
2. The issue price set out above is the closing price of the Shares on the ASX on
23 October 2012.
3. The Company issues the maximum possible number of Equity Securities under
the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12 months prior to the
Meeting that were not issued under an exception in ASX Listing Rule 7.2 or
with approval under ASX Listing Rule 7.1.
5. The 10% voting dilution reflects the aggregate percentage dilution against
the issued share capital at the time of issue. This is why the voting dilution is
shown in each example as 10%.
6. The calculations above do not show the dilution that any one particular
Shareholder will be subject to. All Shareholders should consider the dilution
caused to their own shareholding depending on their specific circumstances.
7. This table does not set out any dilution pursuant to approvals under ASX Listing
Rule 7.1.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be significantly
lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the
market price for those Shares on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement
Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to
use funds raised for the acquisition of new resources, assets and
investments (including expenses associated with such an
acquisition), continued exploration and feasibility study
expenditure on the Company's current assets namely the
Waterberg Coal Joint Venture in South Africa and general
working capital; or
(ii) as non-cash consideration for the acquisition of new resources
assets and investments, in such circumstances the Company will
provide a valuation of the non-cash consideration as required
by listing Rule 7.1A.3.
The Company will comply with the disclosure obligations under Listing
Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.
(e) Allocation under the 10% Placement Capacity
The Company's allocation policy is dependent on prevailing market
conditions at the time of any issue pursuant to the 10% Placement
Capacity. The allottees of the Equity Securities to be issued under the
10% Placement Capacity have not yet been determined. However, the
allottees of Equity Securities could consist of current Shareholders or new
investors (or both), none of whom will be related parties of the
Company.
The Company will determine the allottees at the time of the issue under
the 10% Placement Capacity, having regard to the following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company
at that time, including, but not limited to, an entitlement issue or
other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of
the Company;
(iv) the circumstances of the Company, including, but not limited
to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if
applicable).
(f) Previous Approval under ASX Listing Rule 7.1A
The Company has not previously obtained approval under ASX Listing
Rule 7.1A.
6.4 Voting Exclusion
A voting exclusion statement is included in this Notice. As at the date of this
Notice, the Company has not invited any existing Shareholder to participate in
an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing
Shareholders will be excluded from voting on Resolution 6.
7. RESOLUTION 7 RATIFICATION OF PRIOR ISSUE OF OPTIONS TO MR DAVID KNOX
7.1 General
On 19 September 2012, the Company issued 40,000,000 unlisted options at an
exercise price of 2.5 cents per share with an expiry of 19 September 2014 to Mr
David Knox the CEO of Firestone.
Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
issue of those options.
ASX Listing Rule 7.1 provides that a company must not, subject to specified
exceptions, issue or agree to issue more equity securities during any 12 month
period than that amount which represents 15% of the number of fully paid
ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that
where a company in general meeting ratifies the previous issue of securities
made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did
not breach ASX Listing Rule 7.1) those securities will be deemed to have been
made with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity
securities in the future up to the 15% annual placement capacity set out in ASX
Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
7.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following
information is provided in relation to the David Knox Ratification:
(a) 40,000,000 options were issued;
(b) the issue price was Nil;
(c) the exercise price of the options is 2.5 cents per share with an expiry of
19 September 2014 and the terms and conditions of the options are set
out in Annexure A;
(d) the options were over ordinary fully paid ordinary shares in the capital
of the Company and once converted the shares will rank on the same
terms and conditions as the Company's existing Shares;
(e) the options were issued to Mr David Knox the CEO of Firestone Energy
Limited; and
(f) the options were issued to Mr Knox as part of his terms and conditions of
his employment contract with the Company.
GLOSSARY
$ means Australian dollars.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday,
Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a
business day.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to
influence the member, or be influenced by the member, in the member's
dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).
Company means FIRESTONE ENERY LIMITED (ABN 71 058 436 794).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards and
broadly includes those persons having authority and responsibility for planning, directing
and controlling the activities of the Company, directly or indirectly, including any director
(whether executive or otherwise) of the Company.
Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of
annual general meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Optionholder means a holder of an Option.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director's report
section of the Company's annual financial report for the year ended 30 June 2012.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as
the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
SCHEDULE 1 TERMS AND CONDITIONS OF KNOX OPTIONS
The Options entitle the holder to subscribe for Shares on the following terms and conditions:
(a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain
the right given by each Option, the Optionholder must exercise the Options in
accordance with the terms and conditions of the Options.
(b) The Options will expire at 5:00pm (WST) on 19 September 2014 (Expiry Date). Any
Option not exercised before the Expiry Date will automatically lapse on the Expiry
Date.
(c) The amount payable upon exercise of each Option will be $0.025 (Exercise Price).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if
exercised in part, multiples of 1,000 must be exercised on each occasion.
(e) An Optionholder may exercise their Options by lodging with the Company, before
the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options
being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of
Options being exercised,
(Exercise Notice).
(f) An Exercise Notice is only effective when the Company has received the full amount
of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise
Price, the Company will allot the number of Shares required under these terms and
conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Options are not transferable.
(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in
all respects with other Shares.
(j) The Company will not apply for quotation of the Options on ASX. However, the
Company will apply for quotation of all Shares allotted pursuant to the exercise of
Options on ASX within 10 Business Days after the date of allotment of those Shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of an
Optionholder are to be changed in a manner consistent with the Corporations Act
and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and
Optionholders will not be entitled to participate in new issues of capital offered to
Shareholders during the currency of the Options. However, the Company will ensure
that for the purposes of determining entitlements to any such issue, the record date
will be at least 6 Business Days after the issue is announced. This will give
Optionholders the opportunity to exercise their Options prior to the date for
determining entitlements to participate in any such issue.
(m) A Option does not confer the right to a change in exercise price or a change in the
number of underlying securities over which the Option can be exercised.
For use ONLY by certificated shareholders and own name dematerialised shareholders at the Annual General
Meeting of Firestone Energy Limited shareholders to be held at BDO Chartered Accountants, Hay Room 38
Station Street Subiaco, Western Australia on 28 November 2012 at 11:00am (WST)
FIRESTONE ENERGY LIMITED
(Registration number: ABN 058 436 794)
(SA company registration number: 200/023973/10
Share code on the JSE: FSE Share code on the ASX: FSE ISIN: AU000000FSE6
("FSE" or "the Company")
FORM OF PROXY
I/We
of (address)
being the holders of shares in the company do hereby appoint (see Note 1)
1.
2.
3.
or failing him/her, the Chairman of the Annual General Meeting as my/our proxy to vote for me/us and on
my/our behalf at the Annual General Meeting of the Company to be held at BDO Chartered Accountants,
Hay Room 38 Station Street Subiaco, Western Australia on 28 November 2012 at 11h00 (WST), or at any
adjournment thereof.
I/We desire to vote as follows:
For Against Abstain
Resolution 1
Adoption of Renumeration Report
Resolution 2
Re-election of Director David Perkins
Resolution 3
Election of Director Timothy Tebeila
Resolution 4
Election of Director David Hillier
Resolution 5
Election of Director Kevin Kartun
Resolution 6
Approval of 10% Placement Capacity - Shares
Resolution 7
Ratification of prior issue - Issue of option Mr Knox
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
Signed at on this day of 2012.
Signature
Assisted by me (where applicable)
Notes to the Form of Proxy
1. A FSE shareholder may insert the name of a proxy or the names of two alternative proxies of the FSE
shareholder's choice in the space/s provided, with or without deleting "the Chairperson of the Annual
General Meeting", but any such deletion must be initialled by the FSE shareholder concerned. The person
whose name appears first on the form of proxy and who is present at the annual general meeting will be
entitled to act as proxy to the exclusion of those whose names follow.
2. Please insert an "X" in the relevant spaces according to how you wish your votes to be cast. However,
if you wish to cast your votes in respect of a lesser number of shares than you own in FSE, insert the
number of ordinary shares held in respect of which you desire to vote. Failure to comply with the above
will be deemed to authorise the proxy to vote or to abstain from voting at the Annual General Meeting as
he/she deems fit in respect of all the shareholder's votes exercisable thereat. A FSE shareholder or his/
her proxy is not obliged to use all the votes exercisable by the FSE shareholder or by his/her proxy, but
the total of the votes cast and in respect whereof abstentions recorded may not exceed the total of the
votes exercisable by the shareholder or by his/her proxy.
3. The date must be filled in on this proxy form when it is signed.
4. The completion and lodging of this form of proxy will not preclude the relevant FSE shareholder from
attending the Annual General Meeting and speaking and voting in person thereat to the exclusion of
any proxy appointed in terms hereof. Where there are joint holders of shares, the vote of the senior
joint holder who tenders a vote, as determined by the order in which the names stand in the register of
members, will be accepted.
5. Documentary evidence establishing the authority of a person signing this form of proxy in a representative
capacity must be attached to this form of proxy unless previously recorded by the transfer secretaries of
FSE or waived by the Chairperson of the Annual General Meeting of FSE shareholders.
6. Any alterations or corrections made to this form of proxy must be initialled by the signatory/ies.
7. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/
her legal capacity are produced or have been registered by the transfer secretaries of FSE.
8. Forms of proxy must be received by the transfer secretaries, Computershare Investor Services (Pty)
Limited at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by not later than
10h00 on Thursday, 22 November 2012.
9. The Chairperson of the Annual General Meeting may accept or reject any form of proxy, in his absolute
discretion, which is completed other than in accordance with these notes.
10. If required, additional forms of proxy are available from the transfer secretaries of FSE.
11. Dematerialised shareholders, other than by own name registration, must NOT complete this form of
proxy and must provide their CSDP or broker of their voting instructions in terms of the custody.
To be completed and mailed to:
Computershare Investor Services (Pty) Limited
PO Box 61051
Marshalltown
2107
Johannesburg
OR
To be completed and hand delivered to:
Computershare Investor Services (Pty) Limited
Ground Floor
70 Marshall Street
JOHANNESBURG
SPONSOR
RIVERGROUP
JOHANNESBURG
30 OCTOBER 2012
Date: 30/10/2012 08:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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