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Notice Of Annual General Meeting, Explanatory Statement, Proxy Form
THE WATERBERG COAL COMPANY LIMITED
ACN 065 480 453
NOTICE OF ANNUAL GENERAL MEETING
EXPLANATORY STATEMENT
PROXY FORM
TIME: 9:30 am (WST)
DATE: 28 November 2013
PLACE: Level 1, 330 Churchill Avenue
Subiaco, WA 6008
This Notice of Annual General Meeting is an important document and requires your
immediate attention. Please read it carefully. If you are in doubt as to what you should do,
please consult your professional adviser.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to
contact the Company Secretary on (+61 8) 9200 4243
CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed resolutions) 4
Explanatory Statement (explaining the proposed resolutions) 8
Glossary 18
Schedule 1 – Issues of Equity Securities Since 12 November 2012 19
Schedule 2 – Nomination of Auditor Letter 21
Schedule 3 – Terms and Conditions of Related Party Options 22
Schedule 4 – Valuation of Related Party Options 24
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The Annual General Meeting of the Shareholders of The Waterberg Coal Company Limited which this Notice of Annual General
Meeting relates to will be held at 9:30 am (WST) on 28 November 2013 at:
Level 1, 330 Churchill Avenue
Subiaco, WA 6008
VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the
instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
? 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 (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
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? 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:
o the proxy is not recorded as attending the meeting;
o 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.
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NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of The Waterberg Coal Company Limited will be held at Level
1, 330 Churchill Avenue, Subiaco, Western Australia 6008 at 9:30 am (WST) on 28 November 2013.
The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The
Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
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 of the Company on 26 November
2013 at 4 pm (WST).
The business of the Annual General Meeting affects your shareholding and your vote is important.
Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.
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 2013 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 purposes 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 period
ended 30 June 2013.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with remuneration of a member of the Key Management Personnel.
2. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR – MR STEPHEN MILLER
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 10.7 of the Constitution and for all other purposes, Mr Stephen Miller retires, and,
being eligible for re-election, is re-elected as a Director of the Company.”
3. RESOLUTION 3 – RE-ELECTION OF A DIRECTOR – MR SCOTT FUNSTON
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 10.7 of the Constitution and for all other purposes, Mr Scott Funston, a Director,
retires by rotation, and being eligible, is re-elected as a Director.”
4. RESOLUTION 4 – RE-ELECTION OF A DIRECTOR – MR MATHEWS NAKEDI PHOSA
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 10.7 of the Constitution and for all other purposes, Mr Mathews Nakedi Phosa, a
Director, retires by rotation, and being eligible, is re-elected as a Director.”
5. RESOLUTION 5 – APPROVAL OF EMPLOYEE SHARE OPTION PLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the
Company to adopt the Employee Share Option Plan on the terms and conditions set out in the Explanatory
Statement.”
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Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any Director (other
than any Director who is ineligible to participate in any Employee Share Option Plan) and any associates of those
Directors. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair of the Meeting; and
(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected
directly or indirectly with remuneration of a member of the Key Management Personnel.
6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:
“That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the
issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of issue) calculated in
accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory
Memorandum.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates
of such a person) who may participate in the issue of Equity Securities under this Resolution and a person who may
obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed 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.
7. RESOLUTION 7 – REMOVAL OF AUDITOR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of Section 329 of the Corporations Act and for all other purposes, approval is given for the
removal of HLB Man Judd as the current auditor of the Company effective from the date of the Meeting."
8. RESOLUTION 8 – APPOINTMENT OF AUDITOR
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, subject to the passing of Resolution 6, pursuant to Section 327 of the Corporations Act and for all other
purposes, approval is given for the appointment of BDO Audit (WA) Pty Ltd as auditor of the Company effective from
the date of the Meeting."
9. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – BRIAN MCMASTER
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all
other purposes, approval is given for the Company to issue 20,000,000 Options to Brian McMaster (or his nominee)
on the terms and conditions set out in the Explanatory Statement.”
ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Brian McMaster (or his
nominee) and any of their associates. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
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(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with remuneration of a member of the Key Management Personnel.
10. RESOLUTION 10 – ISSUE OF OPTIONS TO RELATED PARTY – STEPHEN MILLER
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all
other purposes, approval is given for the Company to issue 20,000,000 Options to Stephen Miller (or his nominee)
on the terms and conditions set out in the Explanatory Statement.”
ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Stephen Miller (or his
nominee) and any of their associates. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with remuneration of a member of the Key Management Personnel.
11. RESOLUTION 11 – ISSUE OF OPTIONS TO RELATED PARTY – DANIEL CRENNAN
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all
other purposes, approval is given for the Company to issue 3,000,000 Options to Daniel Crennan (or his nominee)
on the terms and conditions set out in the Explanatory Statement.”
ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Daniel Crennan (or his
nominee) and any of their associates. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with remuneration of a member of the Key Management Personnel.
12. RESOLUTION 12 – ISSUE OF OPTIONS TO RELATED PARTY – SCOTT FUNSTON
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all
other purposes, approval is given for the Company to issue 2,000,000 Options to Scott Funston (or his nominee) on
the terms and conditions set out in the Explanatory Statement.”
ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Scott Funston (or his
nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as
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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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with remuneration of a member of the Key Management Personnel.
13. RESOLUTION 13 – ISSUE OF OPTIONS TO RELATED PARTY – JONATHAN HART
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 3,000,000 Options to Jonathan Hart (or his nominee) on the terms and
conditions set out in the Explanatory Statement.”
ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Jonathan Hart (or his
nominee) and any of their associates. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with remuneration of a member of the Key Management Personnel.
14. RESOLUTION 14 – RATIFICATION OF PRIOR ISSUE – SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,875,000
Shares 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.
DATED: 23 OCTOBER 2013
BY ORDER OF THE BOARD
JONATHAN HART
COMPANY SECRETARY
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with
the business to be conducted at the Annual General Meeting to be held at Level 1, 330 Churchill Avenue, Subiaco, Western
Australia 6008 at 9:30 am (WST) on 28 November 2013.
This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to
Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting .
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Annual General Meeting will include receipt and
consideration of the annual financial report of the Company for the financial period ended 30 June 2013 together
with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.
The Company is not required to provide a hard copy of the Company’s annual financial report to Shareholders
unless a Shareholder has specifically elected to receive a printed copy.
Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically
requested to do so, Shareholders may view the Company’s annual financial report on its website at
www.waterbergcoal.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 2013.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.
2.2 Voting Consequences
Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its
shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of
directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes
cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of
those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put
to vote at the second of those annual general meetings.
If more than 50% of votes case are in favour of the Spill Resolution, the company must convene a shareholder
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 previous
financial year) 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 is approved will be the directors of the company.
2.3 Previous Voting Results
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.
2.4 Proxy Restrictions
Shareholders appointing a proxy for this Resolution should note the following:
If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration
details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy
You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not
be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel
whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a
member).
You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how
to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise
his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly
with the remuneration of Key Management Personnel.
If you appoint any other person as your proxy
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You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further
acknowledgement on the Proxy Form.
3. RESOLUTION 2 TO 4 – RE-ELECTION OF DIRECTORS – MR STEPHEN MILLER, MR SCOTT FUNSTON AND
MR MATHEWS NAKEDI PHOSA
Clause 10.7 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.
Mr Stephen Miller will retire in accordance with clause 10.7 of the Constitution and being eligible seeks re-election
pursuant to Resolution 2.
Mr Scott Funston will retire in accordance with clause 10.7 of the Constitution and being eligible seeks re-election
pursuant to Resolution 3.
Mr Mathews Nakedi Phosa will retire in accordance with clause 10.7 of the Constitution and being eligible seeks re-
election pursuant to Resolution 4.
4. RESOLUTION 5 – APPROVAL OF EMPLOYEE SHARE OPTION PLAN
4.1 Background
To ensure that the Company has appropriate mechanisms to continue to attract, motivate and retain the services
of employees of a high calibre, the Board considers that it is appropriate to adopt a new employee share option
plan (ESOP).
4.2 Regulatory requirements
Resolution 5 seeks Shareholder approval under exception 9(b) of ASX Listing Rule 7.2 to allow the grant of options
(ESOP Options) and the issue of Shares on the exercise of such ESOP Options under the ESOP as an exception
to ASX Listing Rule 7.1.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions or the prior approval of
members of the company at a general meeting having been obtained, issue or agree to issue during any 12 month
period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number
of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of
that 12 month period.
Exception 9(b) of ASX Listing Rule 7.2 provides that a company may make an issue of securities under an employee
incentive scheme (such as the ESOP) if, within three years before the date of issue, holders of ordinary securities
in the company have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.
If Resolution 5 is passed, the Company will have the ability to issue ESOP Options to eligible participants under
the ESOP over a period of three years without impacting on the Company’s 15% placement capacity under ASX
Listing Rule 7.1.
The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the
Company. The Directors consider that the ESOP is an appropriate method to:
(a) reward Directors and employees for their past performance;
(b) provide long term incentives for participation in the Company’s future growth;
(c) motivate Directors and generate loyalty from senior employees; and
(d) assist to retain the services of valuable Directors and employees.
The ESOP will be used as part of the remuneration planning for executive Directors and employees. The Corporate
Governance Council Guidelines recommend that executive remuneration packages involve a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the company’s
circumstances and goals. The ESOP will also be used as part of the remuneration planning for non-executive
Directors. Although this is not in accordance with the recommendations contained in the Corporate Governance
Council Guidelines, the Company considers that it is appropriate for non-executive Directors to participate in the
ESOP given the size of the Company.
No securities have yet been issued under the ESOP.
The key terms of the ESOP are summarised in Section 4.3 below. A full copy of the ESOP is available for inspection
at the Company’s registered office until the date of the Meeting.
4.3 Summary of the ESOP
The material terms of the Plan can be summarised as follows:
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(a) Eligible Participants
Means full or part time employees of the Company or an Associated Body Corporate (Eligible
Participants).
(b) Purpose of the ESOP
The purpose of the ESOP is to provide an incentive to encourage participation by Eligible Participants in
the Company through Share ownership and to attract, motivate and retain Eligible Participants.
(c) Offer of Rights
When an Eligible Participant satisfies specified criteria imposed by the Board (including performance
criteria and specified periods of tenure) the Board may make a written offer (Offer) to the Eligible
Participant of ESOP Options. The Offer will specify the number of ESOP Options being offered and the
conditions that must be met by the Eligible Participant before the ESOP Options will vest.
(d) Number of ESOP Options Offered
The number of ESOP Options that will be offered to an Eligible Participant pursuant to an Offer is entirely
within the discretion of the Directors. Each ESOP Option will, upon vesting, entitle the holder to one (1)
Share in the capital of the Company.
(e) Vesting Conditions
The ESOP Options will not vest unless the vesting conditions imposed by the Board have been satisfied.
(f) Exercise Price
The exercise price of any ESOP Option offered to an Eligible Participant shall be at the absolute discretion
of the Board but may not be less than the minimum price specified in the Listing Rules.
(g) Lapse of ESOP Options
Rights that have not vested will lapse on the second anniversary of the date of grant of the ESOP Option
or such later date as agreed by the Board.
The ESOP Options will immediately lapse where:
(i) the Eligible Participant ceases to be an employee or Director of, or to render services to, the
Company or its Associated Body Corporate;
(ii) the exercise conditions are unable to be met; or
(iii) the lapsing date has passed.
(h) Shares Allotted Upon Exercise of ESOP Options
The Company will issue or transfer Shares to the Eligible Participant as soon as practicable after the
exercise of any ESOP Options. The Shares issued under the ESOP will be of the same class and will rank
equally with Shares in the Company at the date of issue.
The Company will seek listing of the new Shares on ASX within the time required by the ASX Listing Rules.
(i) Transfer of ESOP Options
An ESOP Option issued under the ESOP is not transferable without the consent of the Board.
(j) Takeover, Scheme or Arrangement
Where:
(i) a notice of meeting is despatched to consider a scheme of arrangement between the Company and
its creditors or members or any class thereof pursuant to Section 411 of the Corporations Act;
(ii) an announcement of a takeover bid is made or a bidder’s statement for a bid is received by the
Company; or
(iii) the date upon which a person or group of associated persons becomes entitled, subsequent to the
date of grant of the relevant ESOP Options, to sufficient Shares to give them the ability, in general
meeting, to replace all or a majority of the Board in circumstances where such an ability was not
already held by that person,
then the Directors may determine that the ESOP Options may be exercised at any time from that date,
and in any number until the date determined by the Board acting bona fide so as to permit the holder to
participate in any change of control, or to use their reasonable endeavours to procure that an offer is made
to holders of the ESOP Options on like terms to the terms proposed under the change of control event.
(k) Bonus Issues, Rights Issues and Capital Reconstruction
In order to prevent a reduction of the number of Shares to which the rights relate in the event of bonus
issues, rights issues or a capital reconstruction, there are provisions in the rules which provide a method
of adjustment of the number of rights to prevent such a reduction.
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(l) Participation in New Issues
There are no participating rights or entitlements inherent in the ESOP Options and the holders will not be
entitled to participate in new Shares offered to Shareholders during the currency of the ESOP Options. In
addition holders of the ESOP Options will not be entitled to vote or receive dividends as a result of their
holding of ESOP Options.
5. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY
5.1 General
Listing Rule 7.1A enables an eligible entity to seek shareholder approval at its annual general meeting to allow it to
issue Equity Securities up to 10% of its issued share capital (10% Placement Capacity). The 10% Placement
Capacity is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. An approval under Listing
Rule 7.1A remains valid until the earlier of:
(a) the date falling 12 months after the date on which the approval is granted; and
(b) the date shareholders approve a transaction under Listing Rule 11.1.2 (for a significant change to the
nature or scale of the Company’s activities) or 11.2 (for a disposal of the Company’s main undertaking).
An eligible entity for the purposes of Listing Rule 7.1A is an entity 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 market capitalisation of $300 million or less (excluding restricted securities and securities quoted on
a deferred settlement basis).
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 $46,133,966.16.
The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity
Securities under the 10% Placement Capacity. The exact number of Equity Securities to be issued under the 10%
Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to
Section 5.2(c) 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 7.1. As at the date of this Notice, the Company has the ability to issue 38,444,972
Shares in accordance with Listing Rule 7.1 and 25,629,981 Shares in accordance with Listing Rule 7.1A (subject
to Resolution 6 being passed).
Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders
present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a
corporate representative).
5.2 Description of Listing Rule 7.1A
(a) Shareholder Approval
The ability to issue Equity Securities under the 10% Placement Capacity is subject to shareholder approval
by way of a special resolution at an annual general meeting.
(b) Equity Securities
Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing
quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has on issue two class of quoted Equity Securities on issue,
being the Shares (ASX Code: WCC) and the listed options with an expiry date of 31 December 2014 and
exercise price of $0.20 (ASX Code: WCCO).
(c) Formulae for calculating 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
A is the number of shares on issue 12 months before the date of issue or agreement
? plus the number of fully paid shares issued in the previous 12 months under an exception
in Listing Rule 7.2;
? plus the number of partly paid shares that become fully paid in the previous 12 months;
? plus the number of fully paid shares issued in the previous 12 months with approval of
holders of Shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully
paid shares under the entity’s 15% placement capacity without shareholder approval;
11
? less the number of fully paid shares cancelled in the 12 months.
Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement
capacity.
D is 10%
E is the number of Equity Securities issued or agreed to be issued under the Listing Rule 7.1A.2
in the 12 months before the date of the issue or agreement to issue that are not issued with the
approval of Shareholders under Listing Rule 7.1 or 7.4.
5.3 Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of
Equity Securities in the same class calculated over the 15 ASX trading days on which trades in that class were
recorded immediately before:
(a) the date on which the price at which the Equity Securities are to be issued is agreed; or
(b) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph (a) above, the
date on which the Equity Securities are issued.
5.4 10% Placement Period
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:
(a) the date that is 12 months after the date of this annual general meeting at which approval is obtained; or
(b) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change
to the nature or scale of activities) or 11.2 (disposal of main understanding) (after which date, an approval
under Listing Rule 7.1A ceases to be valid),
or such longer period if allowed by ASX (10% Placement Period).
5.5 Specific Information required by Listing Rule 7.3A
(a) 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 existing Shareholders’ voting power in the
Company will be diluted as shown in the below table (in the case of Options, only if the Options are
exercised). There is a risk that:
(i) the market price for the Company’s Shares may be significantly lower on the date of the issue of
the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the
Company’s Shares on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
The table below shows the dilution of existing Shareholders on the basis of the current market price of
Shares and the current number of ordinary securities for variable “A” calculated in accordance with the
formula in Listing Rule 7.1A(2) as at the date of this Notice.
The table also shows:
(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the
number of ordinary securities the Company has on issue. The number of ordinary securities on
issue may increase as a result of issues of ordinary securities that do not require Shareholder
approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or
future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’
meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased
by 100% as against the current market price.
12
(iii)
Variable ‘A’ in Dilution
Listing Rule
7.1A.2 $0.09 $0.18 $0.36
50% decrease in Current Issue Price 100% Increase in
Issue Price Issue Price
Current Variable 10% 25,817,481 Shares 25,817,481 Shares 25,817,481 Shares
A Voting
258,174,812 Dilution
Shares Funds $2,323,573.31 $4,647,146.62 $9,294,293.23
raised
50% increase in 10% 38,726,222 Shares 38,726,222 Shares 38,726,222 Shares
Variable A Voting
387,262,218 Dilution
Shares Funds $3,485,359.96 $6,970,719.92 $13,941,439.85
raised
100% increase in 10% 51,634,962 Shares 51,634,962 Shares 51,634,962 Shares
Variable A Voting
516,349,624 Dilution
Shares Funds $4,647,146.62 $9,294,293.23 $18,588,586.46
Raised
The table has been prepared on the following assumptions:
(i) There are currently 258,174,812 existing Shares on issue as at the date of this Notice of Meeting,
being:
(A) 256,299,812 Shares as at the date of this Notice; and
(B) 1,875,000 Shares to be issued prior to the date of the Meeting.
(ii) The Company issues the maximum number of Equity Securities available under the 10%
Placement Capacity.
(iii) No Options (including any Options issued under the 10% Placement Capacity) are exercised into
Shares before the date of the issue of the Equity Securities;
(iv) 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%.
(v) The table does not show an example of dilution that may be caused to a particular Shareholder
by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding
at the date of the Meeting.
(vi) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under
the 15% placement capacity under Listing Rule 7.1.
(vii) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that
were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1
(viii) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the
issue of Equity Securities includes Options, it is assumed that those Options are exercised into
Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(ix) The issue price set out above is the closing price of the Shares on the ASX on 22 October 2013.
(b) Purpose of Issue under 10% Placement Capacity
The Company may seek to issue the Equity Securities under the 10% Placement Capacity for the following
purposes:
(i) 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; or
(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards
an acquisition of new assets or investments (including expense associated with such acquisition),
continued exploration and feasibility study expenditure on the Company’s current assets and/or
general working capital.
The Company will comply with the disclosure obligations under the Listing Rules 7.1A(4) and 3.10.5A upon
issue of any Equity Securities.
13
(c) Allocation policy under the 10% Placement Capacity
The Company’s allocation policy is dependent on the prevailing market conditions at the time of any
proposed issue pursuant to the 10% Placement Capacity.
The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard
to the factors including but not limited to the following:
(i) the purpose of the issue;
(ii) alternative methods of raising funds that are available to the Company, including but not limited
to, rights issue or other issue in which existing security holders can 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 situation and
solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
The recipients of Equity Securities under the 10% Placement Capacity have not been determined as at
the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who
are not related parties or associates of a related party of the Company.
Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the
recipients under the 10% Placement Capacity will be vendors of the new resources assets or investments.
(d) Previous approval under ASX Listing Rule 7.1A
The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its
annual general meeting held on 12 November 2012 (Previous Approval).
The Company has issued 32,630,112 Shares pursuant to the Previous Approval.
During the 12 month period preceding the date of the Meeting, being on and from 28 November 2012, the
Company also issued a further 219,667,775 Shares (including the Shares to be issued pursuant to
Resolution 14 prior to the date of the Meeting) and 48,187,500 Options which represents approximately
595.88% of the total diluted number of Equity Securities on issue in the Company on 28 November 2012
(on a post 1 for 10 consolidation basis), which was 326,301,322 (on a pre 1 for 10 consolidation basis).
Further details of the issues of Equity Securities by the Company during the 12 month period preceding
the date of the Meeting are set out in Schedule 1.
5.6 Voting Exclusion
A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached
any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate
in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting
exclusion in the Notice.
6. RESOLUTIONS 7 AND 8 – REMOVAL AND APPOINTMENT OF AUDITOR
6.1 Removal of auditor
Under Section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a
general meeting of which 2 months’ notice of intention to move the resolution has been given.
It should be noted that under this Section, if a company calls a meeting after the notice of intention has been given,
the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention
is given.
Resolution 7 is an ordinary resolution seeking the removal of HLB Mann Judd as the auditor of the Company. An
auditor may be removed in a general meeting provided that the notice of intention to remove the auditor has been
received from a member of the company.
In accordance with Section 329(2) of the Corporations Act, the Company has sent a copy of the notice to HLB Mann
Judd and the ASIC.
6.2 Appointment of auditor
Under Section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace
an auditor removed under Section 329 of the Corporations Act.
Resolution 8 is a special resolution seeking the appointment BDO Audit (WA) Pty Ltd as the new auditor of the
Company. As required by the Corporations Act, a nomination for BDO Audit (WA) Pty Ltd to be appointed as the
auditor of the Company has been received from a member. A copy of the nomination of BDO Audit (WA) Pty Ltd
as auditors is set out at Schedule 2.
14
BDO Audit (WA) Pty Ltd has given its written consent to act as the Company’s auditor in accordance with Section
328A(1) of the Corporations Act subject to shareholder approval of this resolution.
If Resolutions 7 and 8 are passed, the appointment of BDO Audit (WA) Pty Ltd as the Company’s auditor will take
effect at the close of this Meeting. Resolution 8 is subject to the passing of Resolution 7.
7. RESOLUTIONS 9 - 13 – ISSUE OF OPTIONS TO RELATED PARTIES
7.1 General
The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 48,000,000 Options
(Related Party Options) to Messrs Brian McMaster, Stephen Miller, Daniel Crennan, Scott Funston and Jonathan
Hart (Related Parties) on the terms and conditions set out below.
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of
the public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations
Act.
The grant of the Related Party Options constitutes giving a financial benefit and Messrs Brian McMaster, Stephen
Miller, Daniel Crennan and Scott Funston are related parties of the Company by virtue of being Directors.
In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or
agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in
ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX
Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the
grant of Related Party Options to the Related Parties.
7.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)
Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule
10.13, the following information is provided in relation to the proposed grant of Related Party Options:
(a) the related parties are Messrs Brian McMaster, Stephen Miller, Daniel Crennan, Scott Funston and
Jonathan Hart and they are related parties by virtue of being Directors;
(b) the maximum number of Related Party Options (being the nature of the financial benefit being provided)
to be granted to the Related Parties is:
(i) 20,000,000 Related Party Options to Brian McMaster;
(ii) 20,000,000 Related Party Options to Stephen Miller;
(iii) 3,000,000 Related Party Options to Daniel Crennan;
(iv) 2,000,000 Related Party Options to Scott Funston; and
(v) 3,000,000 Related Party Options to Jonathan Hart;
(c) the Related Party Options will be granted to the Related Parties no later than 1 month after the date of the
Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and
it is anticipated the Related Party Options will be issued on one date;
(d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;
(e) the terms and conditions of the Related Party Options are set out in Schedule 3;
(f) the value of the Related Party Options and the pricing methodology is set out in Schedule 4;
(g) the relevant interests of the Related Parties in securities of the Company are set out below:
Related Party Shares Options
Brian McMaster 2,350,774 9,250,0001
Stephen Miller 27,203,125 300,0002
Daniel Crennan 100,000 Nil
Scott Funston 200,000 3,950,0003
Jonathan Hart 250,000 300,0004
1 25,000,000 Options held by Hudsons Bay Investments Pty Ltd (Hudson Bay Investment Account)
(of which Mr McMaster is a director and shareholder) exercisable at $0.20 each on or before 31
15
December 2016 (Mr McMaster is entitled to 8,750,000 of these Options) and 500,000 Options
exercisable at $0.20 each on or before 31 December 2014.
2 31 December 2014 Options exercisable at $0.20 each on or before 31 December 2014.
3 25,000,000 Options held by Hudsons Bay Investments Pty Ltd (Hudsons Bay Investment Account)
(of which Mr Funston is a director and shareholder) exercisable at $0.20 each on or before 31
December 2016 (Mr Funston is entitled to 3,750,000 of these Options) and 200,000 Options
exercisable at $0.20 each on or before 31 December 2014.
4 300,000 Options exercisable at $0.20 each on or before 31 December 2014.
(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year
and the proposed remuneration and emoluments for the current financial year are set out below:
Related Party Current Financial Previous
Year Financial Year
Brian McMaster $120,000 $82,500
Stephen Miller $60,000 $15,000
Daniel Crennan $36,000 $43,500
Scott Funston $36,000 $9,000
Jonathan Hart $120,000 $83,500
(i) if the Related Party Options granted to the Related Parties are exercised, a total of 48,000,000 Shares
would be issued. This will increase the number of Shares on issue from 256,299,812 to 304,299,812
(assuming that no other Options are exercised and no other Shares are issued) with the effect that the
shareholding of existing Shareholders would be diluted by an aggregate of 15.77%, comprising 6.57% by
Brian McMaster, 6.57% by Stephen Miller, 0.99% by Daniel Crennan, 0.66% by Scott Funston and 0.99%
by Jonathan Hart.
The market price for Shares during the term of the Related Party Options would normally determine
whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options
are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the
Related Party Options, there may be a perceived cost to the Company.
(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:
Price Date
Highest 25 cents 8 and 11 October 2013
Lowest 0.8 cents 8 February 2013
Last 18 cents 21 October 2013
(k) the Board acknowledges the grant of Related Party Options to Daniel Crennan is contrary to
Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2010
Amendments (2nd Edition) as published by The ASX Corporate Governance Council. However, the Board
considers the grant of Related Party Options to Mr Crennan reasonable in the circumstances for the reason
set out in paragraph (m);
(l) the primary purpose of the grant of the Related Party Options to the Related Parties is to provide a
performance linked incentive component in the remuneration package for the Related Parties to motivate
and reward the performance of the Related Parties in their respective roles as Directors;
(m) Brian McMaster declines to make a recommendation to Shareholders in relation to Resolution 9 due to his
material personal interest in the outcome of the Resolution on the basis that he is to be granted Related
Party Options in the Company should Resolution 9 be passed. However, in respect of Resolutions 10 to
13, Mr McMaster recommends that Shareholders vote in favour of those Resolutions for the following
reasons:
(i) the grant of Related Party Options to the Related Parties will align the interests of the Related
Parties with those of Shareholders;
(ii) the grant of the Related Party Options is a reasonable and appropriate method to provide cost
effective remuneration as the non-cash form of this benefit will allow the Company to spend a
greater proportion of its cash reserves on its operations than it would if alternative cash forms
of remuneration were given to the Related Parties; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits
foregone by the Company in granting the Related Party Options upon the terms proposed;
16
(n) Stephen Miller declines to make a recommendation to Shareholders in relation to Resolution 10 due to his
material personal interest in the outcome of the Resolution on the basis that he is to be granted Related
Party Options in the Company should Resolution 10 be passed. However, in respect of Resolutions 9 and
11 to 13, Mr Miller recommends that Shareholders vote in favour of those Resolutions for the reasons set
out in paragraph (m);
(o) Daniel Crennan declines to make a recommendation to Shareholders in relation to Resolution 11 due to
his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related
Party Options in the Company should Resolution 11 be passed. However, in respect of Resolutions 9, 10,
12 and 13, Mr Crennan recommends that Shareholders vote in favour of those Resolutions for the reasons
set out in paragraph (m);
(p) Scott Funston declines to make a recommendation to Shareholders in relation to Resolution 12 due to his
material personal interest in the outcome of the Resolution on the basis that he is to be granted Related
Party Options in the Company should Resolution 12 be passed. However, in respect of Resolutions 9 to
11 and 13, Mr Funston recommends that Shareholders vote in favour of those Resolutions for the reasons
set out in paragraph (m);
(q) Jonathan Hart declines to make a recommendation to Shareholders in relation to Resolution 13 due to his
material personal interest in the outcome of the Resolution on the basis that he is to be granted Related
Party Options in the Company should Resolution 13 be passed. However, in respect of Resolutions 9 to
12, Mr Hart recommends that Shareholders vote in favour of those Resolutions for the reasons set out in
paragraph (m);
(r) in forming their recommendations, each Director considered the experience of each other Related Party,
the current market price of Shares, the current market practices when determining the number of Related
Party Options to be granted as well as the exercise price and expiry date of those Related Party Options;
and
(s) the Board is not aware of any other information that would be reasonably required by Shareholders to
allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 9 to
13.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related
Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options
to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity
pursuant to ASX Listing Rule 7.1.
8. RESOLUTION 14 – RATIFICATION OF PRIOR ISSUE – SHARES
8.1 General
After to the dispatch of this Notice of Meeting but prior to the Meeting, the Company intends on issuing 1,875,000
Shares to Celtic Capital Pty Ltd (Celtic) in consideration for amounts owing to Celtic by Ariona Company SA
(Ariona), a wholly owned subsidiary of the Company. In the event that these Shares are not issued prior to the
Meeting, this Resolution will be withdrawn.
Resolution 14 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares
(Ratification).
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.
8.2 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
Ratification:
(a) 1,875,000 Shares were issued;
(b) the Shares were issued for nil cash consideration in satisfaction of amounts owing to Celtic by Ariona;
(c) the Shares issued will all be fully paid ordinary shares in the capital of the Company issued on the same
terms and conditions as the Company’s existing Shares;
(d) the Shares will be issued to Celtic, who is not a related party of the Company; and
(e) no funds were raised from this issue as the Shares were issued in consideration for amounts owing to
Celtic.
17
9. ENQUIRIES
Shareholders are required to contact the Company Secretary on +61 8 9200 4243 if they have any queries in
respect of the matters set out in these documents.
18
GLOSSARY
$ means Australian dollars.
10% Placement Capacity has the meaning given in Section 5.1.
10% Placement Period has the meaning given in Section 5.4.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASIC means the Australian Securities and Investments Commission.
Associated Body Corporate means a:
(a) related body corporate of the Company under section 50 of the Corporations Act;
(b) body corporate that has voting power in the Company of not less than 20%; or
(c) body corporate in which the Company has voting power of not less than 20%.
ASX means ASX Limited.
ASX Listing Rules or Listing Rules means the Listing Rules of ASX.
Board means the 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 the Waterberg Coal Company Limited.
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the current directors of the Company.
Equity Securities has the same meaning as in the ASX Listing Rules.
Explanatory Statement means the explanatory statement to 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 of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the
Explanatory Statement.
Option means an option which entitles the holder to subscribe for one Share.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Directors’ report section of the Company’s annual
financial report for the year ended 30 June 2013.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a share in the Company.
Shareholder means a shareholder in the Company.
VWAP means volume weight average price.
WST means Western Standard Time as observed in Perth, Western Australia.
19
SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 12 NOVEMBER 2012
Date Quantity Class Recipients Issue price and Form of consideration
discount to
Market Price (if
applicable)1
21 March 81,575,305 Shares2 To sophisticated $0.02 (premium of Cash
2013 (prior to the and professional 11.11%)
consolidation investor clients Amount received: $1,631,506
Appendix of 1:10) identified by the Amount Spent: $1,631,506
3B – 22 Company in The funds raised were
March consultation with primarily used for working
2013 Garrison Capital. capital in connection with the
None of these Company’s takeover of
parties were Firestone Energy Limited,
related parties of admission to the
the Company. Johannesburg Stock
Exchange and readmission to
the ASX.
28 March 125,000,000 Shares2 Haworth Finance $0.20 (premium of Non-cash
2013 (post the Limited (and or 11.11%)
consolidation nominees) Consideration: Acquisition of
of 1:10) all of the issued capital in
Appendix Ariona Company SA.
3B – 12
April 2013 Current value6: $22,500,000.
9 April 10,375,000 Shares2 To sophisticated $0.20 (premium of Cash
2013 (post the and professional 11.11%)
consolidation investor clients Amount received: $2,075,000
Appendix of 1:10) identified by the Amount spent: $2,075,000
3B – 12 Company in The funds raised were
April 2013 consultation with primarily used for working
Garrison Capital. capital in connection with the
None of these Company’s takeover of
parties were Firestone Energy Limited,
related parties of admission to the
the Company. Johannesburg Stock
Exchange and readmission to
the ASX.
9 April 5,187,500 Listed To sophisticated One (1) free Non-cash
2013 Options3 and professional attaching option
investor clients for every two (2) Consideration: Free
identified by the shares issued attaching options on the basis
Appendix of one option for every two
3B – 12 Company in directly above
shares issued.
April 2013 consultation with (row 3).
Garrison Capital. Current value6: $336,176.56.
None of these
parties were
related parties of
the Company.
11 April 842,470 Shares2 To sophisticated $0.20 Cash
2013 (post the and professional
consolidation investor clients Amount received: $168,494
Appendix of 1:10) identified by the Amount spent: $168,494
3B – 12 Company in The funds raised were
April 2013 consultation with primarily used for working
Garrison Capital. capital in connection with the
Some of these Company’s takeover of
parties were Firestone Energy Limited,
related parties of admission to the
the Company. Johannesburg Stock
Exchange and readmission to
the ASX.
11 April 18,000,000 Unlisted To sophisticated Free attaching Non-cash
2013 Options4 and professional options on the
investor clients basis of two (2) Consideration: Free
identified by the free attaching attaching options on the basis
Appendix of one option for every two
3B – 12 Company in options for every
shares issued.
April 2013 consultation with one (1) share
Garrison Capital.
20
Some of these issued above at Current value6:
parties were rows 1 and 5. $1,164,502.64.
related parties of
the Company.
26 April 25,000,000 Unlisted Garrison Capital Nil Non-cash
2013 Options5 Pty Ltd (and or
nominees) Consideration: Providing
corporate advisory services
Appendix pursuant to a corporate
3B – 26 advisory mandate. For more
April 2013 information please refer to
the notice of meeting dated
20 February 2013.
Current value6:
$2,369,947.38.
Notes:
1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded
option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading
day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
2. Fully paid ordinary shares in the capital of the Company, ASX Code: WCC (terms are set out in the Constitution).
3. Quoted Options, exercisable at $0.20 each, on or before 31 December 2014. The full terms and conditions were
disclosed in the notice of meeting for the shareholder meeting held on 27 March 2013.
4. Unquoted Options, exercisable at $0.20 each, on or before 31 December 2014. The full terms and conditions were
disclosed in the notice of meeting for the shareholder meeting held on 27 March 2013.
5. Unquoted Options, exercisable at $0.20 each, on or before 31 December 2016. The full terms and conditions were
disclosed in the notice of meeting for the shareholder meeting held 20 February 2013.
6. In respect of quoted Shares the value is based on the closing price of the Shares ($0.18) on the ASX on the trading
day prior to the date of this Notice. In respect of unquoted Equity Securities and the quoted Options (as there have
been no trades), the value of Options is measured using the Black & Scholes option pricing model. Measurement
inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of
dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for
changes expected due to publicly available information), the expected dividend yield and the risk free interest rate
for the term of the Option. No account is taken of any performance conditions included in the terms of the Option
other than market based performance conditions (i.e. conditions linked to the price of Shares).
21
SCHEDULE 2 – NOMINATION OF AUDITOR LETTER
24 October 2013
The Directors
The Waterberg Coal Company Limited Level
1, 330 Churchill Avenue
SUBIACO WA 6008
I, Jonathan Hart, being a member of The Waterberg Coal Company Limited (ACN 147 370 312)
(Company), hereby nominate BDO Audit (WA) Pty Ltd of 38 Station St Subiaco WA 6008 in
accordance with Section 328B(1) of the Corporations Act 2001 (Cth) (Act) to fill the office of auditor
of the Company.
Please distribute copies of this notice of this nomination as required by Section 328B(3) of the Act.
Yours faithfully
Jonathan Hart
24 October 2013
22
SCHEDULE 3 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.30 (Exercise Price).
(c) Expiry Date
Each Option will expire at 5:00 pm (WST) on 31 December 2016 (Expiry Date). An Option not exercised before the
Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time after 30 June 2014 until the Expiry Date (Exercise Period).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified
on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in
Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date
of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
(g) Timing of issue of Shares on exercise
Within 15 Business Days after the later of the following:
(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act)
(if any) ceases to be excluded information,
but in any case no later than 20 Business Days after the Exercise Date, the Company will:
(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of
Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company
is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations
Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an
offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant
to the exercise of the Options.
If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not
require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice
being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such
things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does
not require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(i) Quotation of Shares issued on exercise
If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the
Shares issued upon the exercise of the Options.
(j) Reconstruction of capital
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.
(k) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in
new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(l) Change in exercise price
An 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.
(m) Unquoted
The Company will not apply for quotation of the Options on ASX.
(n) Transferability
The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable
Australian securities laws.
SCHEDULE 4 – VALUATION OF RELATED PARTY OPTIONS
The Related Party Options to be issued to the Related Parties pursuant to Resolutions 9 to 13 have been valued by the
Company.
Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed
the following value:
Assumptions:
Valuation date 22 October 2013
Market price of Shares 18 cents
Exercise price 30 cents
Expiry date (length of time from issue) 31 December 2016
Risk free interest rate 2.66%
Volatility (discount) 75%
Indicative value per Related Party Option 6.87 cents
Total Value of Related Party Options $3,297,684.74
- Brian McMaster $1,374,035.31
- Stephen Miller $1,374,035.31
- Daniel Crennan $206,105.30
- Scott Funston $137,403.53
- Jonathan Hart $206,105.30
Note: The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is
not automatically the market price for taxation purposes.
THE WATERBERG COAL COMPANY LIMITED ACN 065 480 453
ANNUAL GENERAL MEETING - APPOINTMENT OF PROXY
being a member of The Waterberg Coal Company Limited entitled to attend and vote at the Annual General Meeting, hereby
Appoint
Name of proxy
OR the Chair of the Annual General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in
accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the
Annual General Meeting to be held at 9:30 am (WST), on 28 November 2013 at Level 1, 330 Churchill Avenue, Subiaco, Western Australia,
6008 and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.
OR
Voting on Business of the Annual General Meeting FOR AGAINST ABSTAIN
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-Election of a Director – Mr Stephen Miller
Resolution 3 Re-Election of a Director – Mr Scott Funston
Resolution 4 Re-Election of a Director – Mr Mathews Nakedi Phosa
Resolution 5 Approval of Employee Share Option Plan
Resolution 6 Approval of 10% Placement Capacity
Resolution 7 Removal of Auditor
Resolution 8 Appointment of Auditor
Resolution 9 Issue of Options to Related Party – Brian McMaster
Resolution 10 Issue of Options to Related Party – Stephen Miller
Resolution 11 Issue of Options to Related Party – Daniel Crennan
Resolution 12 Issue of Options to Related Party – Scott Funston
Resolution 13 Issue of Options to Related Party – Jonathan Hart
Resolution 14 Ratification of Prior Issue – Shares
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show
of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
Important for Resolutions 1, 5 and 9 to 13
If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1, 5 and 9 to 13 and the Chair is, or may by default
be, appointed your proxy, you must mark the box below.
I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1, 5 and 9 to 13 (except
where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy
even though Resolutions 1, 5 and 9 to 13 is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the
outcome of Resolution 9 and that votes cast by the Chair for Resolution 9 other than as proxy holder, will be disregarded because
of that interest.
If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the
Chair will not cast your votes on Resolutions 1, 5 and 9 to 13 and your votes will not be counted in calculating the required majority if a poll is
called on Resolutions 1, 5 and 9 to 13.
If two proxies are being appointed, the proportion of voting rights this proxy represents is %
Signature of Shareholder(s): Date: ______________________
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director/Company Secretary Director Director/Company Secretary
Contact Name: ______________________________________ Contact Ph (daytime): ______________________________
THE WATERBERG COAL COMPANY LIMITED
ACN 065 480 453
Instructions for Completing ‘Appointment of Proxy’ Form
1. (Appointing a Proxy): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint
not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be
done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated
a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify
this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the
Company.
2. (Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes opposite each item of
business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked
on an item the vote will be invalid on that item.
3. (Signing Instructions):
? (Individual): Where the holding is in one name, the member must sign.
? (Joint Holding): Where the holding is in more than one name, all of the members should sign.
? (Power of Attorney): If you have not already provided the Power of Attorney with the registry, please
attach a certified photocopy of the Power of Attorney to this form when you return it.
? (Companies): Where the company has a sole director who is also the sole company secretary, that
person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not
have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either
another director or a company secretary must sign. Please sign in the appropriate place to indicate the
office held.
4. (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the
Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and
attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is
suspended while the member is present at the Annual General Meeting.
5. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) deliver the proxy form by hand to the Company’s registered office at Level 1, 330 Churchill Avenue,
Subiaco, Western Australia;
(b) mail the proxy form to the Company’s registered office at PO Box 540 Subiaco, Western Australia,
6904; or
(c) send the proxy from by facsimile to the Company on facsimile number +61 8 9200 4469,
so that it is received not later than 9:30 am (WST) on 26 November 2013.
Proxy forms received later than this time will be invalid.
Date: 30/10/2013 09:50:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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