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Notice of general meeting
FERRUM CRESCENT LIMITED
(Incorporated and registered in Australia and registered as an external company
in the Republic of South Africa)
(Registration number A.C.N. 097 532 137)
(External company registration number 2011/116305/10)
Share code on the ASX: FCR
Share code on AIM: FCR
Share code on the JSE: FCR
Australian ISIN: AU000000WRL8
South African ISIN: AU000000FCR2
17 April 2018
Ferrum Crescent Limited
(“FCR”, the “Company” or the “Group”) (ASX, AIM, JSE: FCR)
Notice of General Meeting
FCR, the European lead-zinc explorer, is pleased to announce that a formal notice (the
“Notice”) and proxy form in respect of a general meeting of shareholders of the Company to
be held at 11.00 a.m. (Perth time) on 21 May 2018, at Unit 5, Ground Floor, 1 Centro Avenue,
Subiaco, Western Australia 6008, have today been released to the Australian Securities
Exchange and dispatched to shareholders.
The resolutions set out in the Notice seek shareholder approval for, amongst other things: (i)
approval for the Company to issue up to 1,739,130,435 shares at an issue price of 0.0575
pence each to raise up to £1,000,000 (gross) pursuant to the conditional fundraising
announced on 21 March 2018; (ii) the ratification of the 370,499,858 shares issued in
connection with the Company's fundraising announced on 2 November 2017 and the
214,782,526 shares issued in connection with the Company’s fundraising announced on 8
September 2017; (iii) approval for the Company to issue certain options; and (iv) approval for
the Company to issue shares to certain of the Company’s directors in lieu of outstanding fees.
In addition, the Company is also seeking shareholder approval to change the Company’s
name to Europa Metals Ltd. The Board believes that the proposed change of name is
necessary to better reflect the Company’s primary focus on lead-zinc and base metals assets
within the European region.
Copies of the Notice and the proxy form are available on the Company's website
at www.ferrumcrescent.com and the full text of the Notice and accompanying explanatory
statement is also set out below.
For further information on the Company, please visit www.fcrexploration.com or
www.ferrumcrescent.com or contact:
Ferrum Crescent Limited
Daniel Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 8 9486 4036
Laurence Read, Executive Director (UK)
T: +44 (0)20 3289 9923
Strand Hanson Limited (Nominated Adviser)
Rory Murphy / Matthew Chandler
T: +44 (0)20 7409 3494
Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker / Guy Peters
T: +44 (0)20 3621 4120
Peterhouse Corporate Finance Limited (Joint Broker)
Lucy Williams / Duncan Vasey / Heena Karani
T: +44 (0)20 7469 0930
Bravura Capital (Pty) Ltd (JSE Sponsor)
Melanie De Nysschen
T (direct): +27 11 459 5052
The information contained within this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.
Ferrum Crescent Limited
ACN 097 532 137
NOTICE OF GENERAL MEETING
AND
EXPLANATORY STATEMENT
TO SHAREHOLDERS
FOR A GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON Monday
21 May 2018 at Unit 5, Ground Floor, 1 Centro Avenue, Subiaco, Western
Australia 6008 at 11.00 a.m. (Perth time).
You are encouraged to attend the meeting but, if you cannot, you are requested
to complete and return the enclosed Proxy Form without delay (and no later
than 48 hours before the meeting) to Computershare Investor Services Pty
Limited at GPO Box 242, Melbourne, Victoria 3001, Australia, by facsimile on
facsimile number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside
Australia), or online through Investor Vote at www.investorvote.com.au
NOTICE IS HEREBY GIVEN that a General Meeting of the members of
FERRUM CRESCENT LIMITED (Ferrum or the Company) will be held on the
date and at the location and time specified below:
2
DATE: Monday 21 May 2018
LOCATION: Unit 5, Ground Floor, 1 Centro Avenue, Subiaco, Western
Australia 6008
TIME: 11.00 a.m. (Perth time)
BUSINESS: The business to be transacted at the General Meeting is the
proposal of the Resolutions set out below.
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
A General Meeting of the Shareholders of Ferrum Crescent Limited will be held at Unit 5, Ground Floor,
1 Centro Avenue, Subiaco, Western Australia 6008 on Monday 21 May 2018 at 11.00 a.m. (Perth time).
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
Shareholders may attend the General Meeting on the date and at the place set out above and vote in
person.
Holders of Depositary Interests (DI Holders) may attend the General Meeting but will not be permitted
to vote at the Meeting. For their votes to be counted, DI Holders must submit their CREST Voting
Instruction to the Company’s agent by the required cut-off time set out below. Alternatively, DI Holders
can vote using the enclosed Form of Instruction as per the instructions set out below.
VOTING BY PROXY
Please note that:
a. a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
b. a proxy need not be a member of the Company;
c. a Shareholder may appoint a body corporate or an individual as its proxy;
d. a body corporate appointed as a Shareholder’s proxy may appoint an individual as its
representative to exercise any of the powers that the body may exercise as the Shareholder’s
proxy; and
e. a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to exercise, but where the proportion or
number is not specified, each proxy may exercise half of the total votes.
Australia (Proxy Forms)
The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and lodging
Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes
to appoint an individual as its representative, the body corporate should provide that person with a
certificate or letter executed in accordance with the Corporations Act authorising him or her to act as
that company’s representative. The authority may be sent to the Company or its share registry in
advance of the General Meeting or handed in at the General Meeting when registering as a corporate
representative.
To vote by proxy, please complete and sign the Proxy Form enclosed and either:
a. deliver the Proxy Form by post to Computershare Investor Services Pty Limited, GPO Box 242,
Melbourne, Victoria 3001, Australia;
b. fax the form to Computershare Investor Services Pty Limited on facsimile number 1800 783
447 (within Australia) or +61 3 9473 2555 (outside Australia); or
c. vote online through Investor Vote at www.investorvote.com.au,
so that it is received not later than 11.00 a.m. (Perth time) on Friday 18 May 2018. Proxy forms
received later than this time will be invalid.
South Africa (Proxy Forms)
The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and lodging
Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes
to appoint an individual as its representative, the body corporate should provide that person with a
certificate or letter executed in accordance with the Corporations Act authorising him or her to act as
that company’s representative. The authority may be sent to the Company or its share registry in
advance of the General Meeting or handed in at the General Meeting when registering as a corporate
representative.
To vote by proxy, please complete and sign the Proxy Form enclosed and deliver the proxy form to:
Computershare Investor Services (Proprietary) Ltd, Rosebank Towers, 15 Biermann Avenue,
Rosebank, 2196 South Africa (PO Box 61051, Marshalltown, 2107) to reach them by no later than 5.00
a.m. (SA time) on Friday 18 May 2018.
United Kingdom (CREST Voting Instruction)
Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting
service in accordance with the procedures described in the CREST Manual. CREST personal members
or other CREST sponsored members, and those CREST members who have appointed a voting service
provider, should refer to their CREST sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to be valid, the appropriate CREST
message (a “CREST Voting Instruction”) must be properly authenticated in accordance with
Euroclear’s specifications and must contain the information required for such instructions, as described
in the CREST Manual (available via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be transmitted so as to be received by the
Company’s agent (3RA50) no later than 4.00 p.m. (London time) on Thursday 17 May 2018. For this
purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the
CREST Voting Instruction by the CREST applications host) from which the Company’s agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.
Holders of depositary interests in CREST and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear does not make available special procedures in CREST for
any particular messages. Normal system timings and limitations will therefore apply in relation to the
transmission of CREST Voting Instructions. It is the responsibility of the DI Holder concerned to take
(or, if the Depositary Interest holder is a CREST personal member or sponsored member or has
appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes)
such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means
of the CREST voting service by any particular time. In this connection, DI Holders and, where applicable,
their CREST sponsors or voting service providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.
United Kingdom (Form of Instruction)
Alternatively, DI Holders can vote by completing, signing and returning the enclosed Form of Instruction
to the Company’s agent (3RA50) no later than 4.00 p.m. (London time) on Thursday 17 May 2018.
CUSTODIAN VOTING
For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to
submit your voting intentions.
Ferrum Crescent Limited
ACN 097 532 137
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Shareholders of Ferrum Crescent Limited will be held at 11.00
a.m. (Perth time) on Monday 21 May 2018 at Unit 5, Ground Floor, 1 Centro Avenue, Subiaco, Western
Australia 6008.
The Explanatory Statement to this Notice of Meeting provides additional information on the matters to
be considered at the General Meeting and a glossary of defined terms not defined in full in this Notice.
The Explanatory Statement and the enclosed Proxy Form, or Form of Instruction if you are a DI Holder,
form part of this Notice of Meeting. Terms and abbreviations used in this Notice of Meeting and
Explanatory Statement are defined in the Glossary.
The Directors have determined, pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations
Regulations, that the persons eligible to vote at the General Meeting are those who are registered
Shareholders of the Company at 5.00 p.m. (Perth time) on Friday 18 May 2018. Accordingly,
transactions registered after that time will be disregarded in determining entitlements to attend and vote
at the General Meeting.
AGENDA
RESOLUTIONS
1. Approval to Issue Shares Under the Placement
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for
the Company to issue up to 1,739,130,435 Shares at an issue price of 0.0575 pence each to
raise up to GBP1,000,000 on the terms set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
a person who is expected to participate in, or who will obtain a material benefit as a result of,
the proposed issue (except a benefit solely by reason of being a holder of ordinary securities
in the Company) or any associates of those persons. However, the Company need not
disregard a vote if it is cast by:
• a person identified as proxy for a person who is entitled to vote on the Resolution and
the vote is cast in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote on the
Resolution and the vote is cast in accordance with the directions on the proxy form to
vote as the proxy decides.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 1.
2. Ratification of prior issue of Shares
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the prior issue of 370,499,858 Shares at an issue price of 0.05 pence per
Share on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
a person who participated in the issue or any associates of those persons. However, the
Company need not disregard a vote if it is cast by:
• a person identified as proxy for a person who is entitled to vote on the Resolution and
the vote is cast in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote on the
Resolution and the vote is cast in accordance with the directions on the proxy form to
vote as the proxy decides.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 2.
3. Approval to Issue the Placing Options
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for
the Company to issue 185,249,929 Placing Options each exercisable at a price of 0.075 pence
per Share on or before the date that is 30 months from the date of issue and on the terms set
out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
a person who is expected to participate in, or who will obtain a material benefit as a result of
the proposed issue (except a benefit solely by reason of being a holder of ordinary securities
in the Company) and any associates of those persons. However, the Company need not
disregard a vote if it is cast by:
• a person identified as proxy for a person who is entitled to vote on the Resolution and
the vote is cast in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote on the
Resolution and the vote is cast in accordance with the directions on the proxy form to
vote as the proxy decides.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 3.
4. Approval to issue Placing Options to Related Parties
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 10.11 and for all other purposes, approval is given
for the Company to issue 25,000,000 Placing Options each exercisable at a price of 0.075
pence per Share on or before the date that is 30 months from the date of issue and on the
terms set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
Mr Colin Bird or any associates of him. However, the Company need not disregard a vote if it
is cast by:
• a person identified as proxy for a person who is entitled to vote on the Resolution and
the vote is cast in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote on the
Resolution and the vote is cast in accordance with the directions on the proxy form to
vote as the proxy decides.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 4.
5. Approval to issue Broker Options to Beaufort Securities Limited
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for
the Company to issue to Beaufort Securities Limited 50,000,000 Broker Options each
exercisable at a price of 0.075 pence per Share on or before the date that is 30 months from
their date of issue and on the terms set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by
or on behalf of a person who is expected to participate in, or who will obtain a material benefit
as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary
securities in the Company) or an associate of that person (or 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. The Chairman intends to exercise all
undirected proxies IN FAVOUR of Resolution 5.
6. Approval to issue Options to HD Capital Partners Ltd
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for
the Company to issue to HD Capital Partners Ltd 66,666,666 Options each exercisable at a
price of 0.075 pence per Share on or before the date that is 24 months from their date of issue
and on the terms set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by
or on behalf of a person who is expected to participate in, or who will obtain a material benefit
as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary
securities in the Company) or an associate of that person (or 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. The Chairman intends to exercise all
undirected proxies IN FAVOUR of Resolution 6.
7. Ratification of prior issue of Shares
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the prior issue of 214,782,526 Shares at an issue price of 0.09 pence per
Share on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by
a person who participated in the issue or any associates of those persons. However, the
Company need not disregard a vote if it is cast by:
• a person identified as proxy for a person who is entitled to vote on the Resolution and
the vote is cast in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote on the
Resolution and the vote is cast in accordance with the directions on the proxy form to
vote as the proxy decides.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 7.
8. Issue of Shares in Lieu of Director’s Fees due to Myles Campion
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 195(4) of the Corporations Act, Listing Rule 10.11 and for all
other purposes, Shareholders approve the issue of 18,514,492 Shares to Myles Campion (or
his nominee), a Director, in lieu of directors’ fees due for the period from October 2017 to
December 2017 at a deemed issue price of 0.0575 pence per Share and otherwise on the terms
and conditions set out in the Explanatory Statement.”
Voting Prohibition and Exclusion: For the purposes of Listing Rule 10.11, the Company will
disregard any votes cast in favour of this resolution by Myles Campion (or his nominee), or any
of his associates. However, the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;
or 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.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 8.
9. Issue of Shares in Lieu of Director’s Fees due to Evan Kirby
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 195(4) of the Corporations Act, Listing Rule 10.11 and for all
other purposes, Shareholders approve the issue of 12,918,258 Shares to Evan Kirby (or his
nominee), a Director, in lieu of director’s fees due for the period from August 2017 to December
2017 at a deemed issue price of 0.0575 pence per Share and otherwise on the terms and
conditions set out in the Explanatory Statement.”
Voting Prohibition and Exclusion: For the purposes of Listing Rule 10.11, the Company will
disregard any votes cast in favour of this resolution by Evan Kirby (or his nominee), and or of
his associates. However, the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;
or 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.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 9.
10. Issue of Shares in Lieu of Director’s Fees due to Laurence Read
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 195(4) of the Corporations Act, Listing Rule 10.11 and for all
other purposes, Shareholders approve the issue of 23,913,043 Shares to Laurence Read (or
his nominee), a Director, in lieu of director’s fees due for the period from October 2017 to
December 2017 at a deemed issue price of 0.0575 pence per Share and otherwise on the terms
and conditions set out in the Explanatory Statement.”
Voting Prohibition and Exclusion: For the purposes of Listing Rule 10.11, the Company will
disregard any votes cast in favour of this resolution by Laurence Read (or his nominee), or any
of his associates. However, the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;
or 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.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 10.
11. Grant of Incentive Options to Laurence Read under the Incentive Plan
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Chapter 2E of the
Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve
and authorise the grant of up to 112,500,000 Incentive Options to Mr Laurence Read (or his
nominee) under the Incentive Plan on the terms and conditions set out in the Explanatory
Statement.”
Voting Prohibition and Exclusion: The Company will disregard any votes cast on this
Resolution by any Director who is eligible to participate in the employee incentive scheme in
respect of which the approval is sought (or their nominee), or any of their associates
(Resolution 11 Excluded Party). 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, provided the Chair is not a Resolution 11 Excluded Party, 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. The Chairman intends to
exercise all undirected proxies IN FAVOUR of Resolution 11.
12. Grant of Incentive Options to Myles Campion under the Incentive Plan
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Chapter 2E of the
Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve
and authorise the grant of up to 112,500,000 Incentive Options to Mr Myles Campion (or his
nominee) under the Incentive Plan on the terms and conditions set out in the Explanatory
Statement.”
Voting Prohibition and Exclusion: The Company will disregard any votes cast on this
Resolution by any Director who is eligible to participate in the employee incentive scheme in
respect of which the approval is sought (or their nominee), or any of their associates
(Resolution 12 Excluded Party). 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, provided the Chair is not a Resolution 12 Excluded Party, 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. The Chairman intends to
exercise all undirected proxies IN FAVOUR of Resolution 12.
13. Grant of Incentive Options to Colin Bird under the Incentive 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 section 195(4) of the Corporations Act, Chapter 2E of the
Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve
and authorise the grant of up to 80,000,000 Incentive Options to Mr Colin Bird (or his nominee)
under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.”
Voting Prohibition and Exclusion: The Company will disregard any votes cast on this
Resolution by any Director who is eligible to participate in the employee incentive scheme in
respect of which the approval is sought (or their nominee), or any of their associates
(Resolution 13 Excluded Party). 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, provided the Chair is not a Resolution 13 Excluded Party, 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. The Chairman intends to
exercise all undirected proxies IN FAVOUR of Resolution 13.
14. Grant of Incentive Options to Evan Kirby under the Incentive 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 section 195(4) of the Corporations Act, Chapter 2E of the
Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve
and authorise the grant of up to 22,500,000 Incentive Options to Mr Evan Kirby (or his nominee)
under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.”
Voting Prohibition and Exclusion: The Company will disregard any votes cast on this
Resolution by any Director who is eligible to participate in the employee incentive scheme in
respect of which the approval is sought (or their nominee), or any of their associates
(Resolution 14 Excluded Party). 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, provided the Chair is not a Resolution 14 Excluded Party, 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. The Chairman intends to
exercise all undirected proxies IN FAVOUR of Resolution 14.
15. Grant of Incentive Options to Daniel Smith under the Incentive 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 section 195(4) of the Corporations Act, Chapter 2E of the
Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve
and authorise the grant of up to 10,000,000 Incentive Options to Mr Daniel Smith (or his
nominee) under the Incentive Plan on the terms and conditions set out in the Explanatory
Statement.”
Voting Prohibition and Exclusion: The Company will disregard any votes cast on this
Resolution by any Director who is eligible to participate in the employee incentive scheme in
respect of which the approval is sought (or their nominee), or any of their associates
(Resolution 15 Excluded Party). 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, provided the Chair is not a Resolution 15 Excluded Party, 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. The Chairman intends to
exercise all undirected proxies IN FAVOUR of Resolution 15.
16. Issue of Options to Grant Button
To consider and, if thought fit, to pass with or without amendment, the following resolution as
an Ordinary Resolution:
“That, for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 10.11 and
for all other purposes, Shareholders approve and authorise the issue of 10,000,000 Options
to Mr Grant Button (or his nominee), a former director of the Company on the terms and
conditions set out in the Explanatory Statement.”
Voting Prohibition and Exclusion: The Company will disregard any votes cast in favour of
this Resolution by, or on behalf of, Mr Grant Button or any of his associates. However, the
Company will not disregard a vote on this Resolution if it is cast by:
• a person identified as proxy for a person who is entitled to vote on the Resolution and
the vote is cast in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote on the
Resolution and the vote is cast in accordance with the directions on the proxy form to
vote as the proxy decides.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 16.
17. Approval of Change of Company’s Name
To consider and, if thought fit, to pass with or without amendment, the following resolution as a
Special Resolution:
"That, for the purposes of sections 157(1) and 136(2) of the Corporations Act and for all other
purposes, the name of the Company be changed to Europa Metals Ltd and all references to
the Company’s name in the Constitution be replaced with references to Europa Metals Ltd.”
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 17.
BY ORDER OF THE BOARD
Daniel Smith
Director/Company Secretary
DATED 17 April 2018
Ferrum Crescent Limited
ACN 097 532 137
EXPLANATORY STATEMENT TO SHAREHOLDERS
INTRODUCTION
This Explanatory Statement has been prepared for the information of Shareholders of the
Company in connection with the Resolutions to be considered at the General Meeting of the
Shareholders of Ferrum Crescent Limited to be held at Unit 5, Ground Floor, 1 Centro Avenue,
Subiaco, Western Australia 6008 on Monday 21 May 2018 at 11.00 a.m. (Perth time).
This Explanatory Statement should be read in conjunction with the accompanying
Notice of Meeting.
The 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 set out in the
Notice of Meeting.
1. RESOLUTION 1: APPROVAL TO ISSUE SHARES UNDER THE PLACEMENT
1.1 Introduction
As announced on 21 March 2018, the Company has conditionally raised, in aggregate,
GBP1,000,000 (before expenses) by way of a placement (Placement) of, in aggregate,
1,739,130,435 Shares (Placement Shares) at an issue price of 0.0575 pence per Share to
certain sophisticated and professional investors.
The number of Shares to be issued under the Placement exceeds the Company’s 15%
placement capacity under Listing Rule 7.1 and, accordingly, the Company seeks Shareholder
approval to issue the Placement Shares.
1.2 ASX Listing Rule Requirements
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.
The effect of Resolution 1 will be to allow the Company to issue the Placement Shares pursuant
to the Placement during the period of 3 months after the Meeting (or such longer period, as
may be permitted by ASX), without using the Company's 15% annual placement capacity.
The following information is provided in accordance with the requirements of ASX Listing Rule
7.3:
(a) the maximum number of securities the Company will issue is 1,739,130,435 Placement
Shares;
(b) the Company will issue the Placement Shares progressively by no later than 3 months
after the date of the Meeting (or such later date to the extent permitted by any ASX
waiver or modification of the ASX Listing Rules);
(c) the issue price of the Placement Shares is 0.0575 pence each;
(d) the placees will be sophisticated and professional investors identified by the Directors.
None of the placees will be related parties of the Company;
(e) the Placement Shares will be fully paid new ordinary shares of the Company and will
rank equally in all respects with the Company's existing issued Shares;
(f) the Placement will raise up to GBP1 million (before expenses). The funds raised from
the Placement will be used to progress the resource delineation and commissioning of
an initial scoping study in respect of the Company's wholly owned Toral lead-zinc
project; and
(g) a voting exclusion statement for Resolution 1 is included in the Notice of Meeting.
The Board unanimously recommends that Shareholders vote IN FAVOUR of Resolution 1.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 1.
2. RESOLUTION 2: RATIFICATION OF PRIOR ISSUE OF SHARES
2.1 Background
On 2 November 2017, the Company announced that it had conditionally raised approximately
GBP185,250 before expenses through the issue of 370,499,858 Shares, each at an issue price
of 0.05 pence per Share (November 2017 Placement Shares), placed via Beaufort Securities
Limited (November 2017 Placement).
The November 2017 Placement Shares were issued on 8 November 2017, pursuant to the
Company’s 15% placement capacity under ASX Listing Rule 7.1. Resolution 2 seeks
Shareholder ratification, pursuant to ASX Listing Rule 7.4, of the issue of the November 2017
Placement Shares.
2.2 ASX Listing Rule Requirements
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 provides that, where a company in a general meeting ratifies previous
issues of securities made pursuant to ASX Listing Rule 7.1 (and provided the issue did not
breach ASX Listing Rule 7.1), the issue of those securities will be deemed to have been made
with shareholder approval for the purpose of ASX Listing Rule 7.1.
The effect of Shareholders passing Resolution 2 and ratifying the issue of the November 2017
Placement Shares will be to replenish the Company’s 15% placement capacity to the extent of
the November 2017 Placement Shares.
Resolution 2 is an Ordinary Resolution.
2.3 Technical Information required by ASX Listing Rule 7.4
In accordance with ASX Listing Rule 7.5, the following information is provided in relation to the
issue of the November 2017 Placement Shares:
(a) 370,499,858 November 2017 Placement Shares were issued.
(b) The November 2017 Placement Shares were issued at a price of 0.05 pence per Share.
(c) The November 2017 Placement Shares are fully-paid ordinary shares and rank equally
in all respects with the Company’s existing issued Shares.
(d) The November 2017 Placement Shares were issued to certain professional and
sophisticated investors as follows:
Recipient of November 2017 Placement Shares Shares
Raju Samtani 145,249,928
JIM Nominees Limited 115,249,930
Davycrest Nominees Limited 50,000,0001
Beaufort Nominees Limited 40,000,000
Pershing Nominees Limited 20,000,000
Total 370,499,858
1None of the subscribers were related parties of the Company at the time of the
November 2017 Placement. On 12 January 2018, (following the completion of the
November 2017 Placement), Mr Bird was appointed a director of the Board of the
Company and is therefore currently a related party of the Company.
(e) The Company utilised the net proceeds from the November 2017 Placement to support
its ongoing lead-zinc exploration programme at the Toral lead-zinc project in North
West Spain and for general working capital purposes.
(f) A voting exclusion statement for Resolution 2 is included in the Notice of Meeting.
The Board (excluding Mr Bird who has a material interest in the matter) unanimously
recommends that Shareholders vote IN FAVOUR of Resolution 2.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 2.
3. RESOLUTION 3: APPROVAL TO ISSUE THE PLACING OPTIONS
3.1 Introduction
As announced on 2 November 2017, the November 2017 Placement carried with it (subject to
Shareholder approval) 185,249,929 free attaching placing options exercisable at a price of
0.075 pence per Share on or before the date that is 30 months from their date of issue (Placing
Options).
Resolution 3 seeks Shareholder approval for the issue of 160,249,929 Placing Options to
participants in the Company’s November 2017 Placement, on the terms and conditions set out
in Annexure A.
3.2 ASX Listing Rule Requirements
Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue the Placing
Options. A summary of Listing Rule 7.1 is set out at section 1.2.
The effect of Resolution 3 will be to allow the Company to issue the Placing Options during the
period of 3 months after the Meeting (or such longer period, as may be permitted by the ASX),
without using the Company's 15% annual placement capacity.
The following information is provided in accordance with the requirements of ASX Listing Rule
7.3:
(a) the Company will issue a maximum of 160,249,929 Placing Options pursuant to
resolution 3;
(b) the Placing Options will be issued by no later than 3 months after the date of the Meeting
(or a later date to the extent permitted by any ASX waiver or modification of the ASX
Listing Rules), and will be issued on the one date;
(c) the Placing Options will be issued for nil cash consideration. Accordingly, no funds will
be raised from the issue of the Placing Options;
(d) the Placing Options will be issued to participants in the November 2017 Placement as
set out in the following table, none of whom are related parties of the Company:
Recipient of Placing Options Options
Raju Samtani 72,624,964
JIM Nominees Limited 57,624,965
Beaufort Nominees Limited 20,000,000
Pershing Nominees Limited 10,000,000
Total 160,249,929
(e) the Placing Options are exercisable at a price of 0.075 pence per Share, on or before the
date that is 30 months from their date of issue. Further terms and conditions of the Placing
Options are set out in Annexure A. A voting exclusion statement for Resolution 3 is
included in the Notice of Meeting.
The Board unanimously recommends that Shareholders vote IN FAVOUR of Resolution 3.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 3.
4. RESOLUTION 4: APPROVAL TO ISSUE PLACING OPTIONS TO COLIN BIRD
4.1 Introduction
Resolution 4 seeks Shareholder approval pursuant to ASX Listing Rule 10.11 to issue the
Placing Options to a related party, Mr Colin Bird.
Whilst Mr Bird was not a related party at the time of the November 2017 Placement,
Shareholder approval is being sought under ASX Listing Rule 10.11 as he is now a related
party by virtue of his appointment to the Company's Board of Directors on 11 January 2018.
4.2 ASX Listing Rule Requirements
ASX Listing Rule 10.11 requires a listed company to obtain Shareholder approval prior to the
issue of securities to a related party. If Shareholder approval is obtained under ASX Listing
Rule 10.11, Shareholder approval is not required under ASX Listing Rule 7.1.
If Resolution 4 is approved, the Company will be able to issue the Placing Options to Mr Colin
Bird (or his nominee) during the period of 1 month after the Meeting (or such longer period, as
may be permitted by ASX), and the Placing Options issued will not count towards the
Company's 15% annual placement capacity.
The following information is provided in accordance with the requirements of ASX Listing Rule
10.13:
(a) the Placing Options will be issued to Mr Colin Bird (or his nominee), a Director and related
party of the Company;
(b) the maximum number of Placing Options to be issued to Mr Colin Bird (or his nominee)
is 25,000,000;
(c) the Placing Options will be issued to Mr Colin Bird (or his nominee) no later than 1 month
after the date of the Meeting;
(d) the Placing Options will be issued for nil consideration. Accordingly, no funds will be
raised from the issue of the Placing Options;
(e) the Placing Options are exercisable at a price of 0.075 pence per Share, on or before 30
months from the date of issue. Further terms and conditions of the Placing Options are
set out in Annexure A;
(f) a voting exclusion statement is included in the Notice of Meeting.
The Board (excluding Mr Bird who has a material interest in the matter) unanimously
recommends that Shareholders vote IN FAVOUR of Resolution 4.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 4.
5. RESOLUTION 5: APPROVAL TO ISSUE BROKER OPTIONS TO BEAUFORT
SECURITIES LIMITED
5.1 Introduction
Resolution 5 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of
50,000,000 Broker Options to Beaufort Securities Limited (or their nominees). As announced
on 2 November 2017, the Company agreed to issue such Broker Options subject to
Shareholder approval.
5.2 ASX Listing Rule Requirements
Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue the Broker
Options. A summary of Listing Rule 7.1 is set out at section 1.2.
The effect of Resolution 5 will be to allow the Company to issue the Broker Options during the
period of 3 months after the Meeting (or such longer period, as may be permitted by ASX),
without using the Company's 15% annual placement capacity.
The following information is provided in accordance with the requirements of ASX Listing Rule
7.3:
(a) the Company will issue a maximum of 50,000,000 Broker Options;
(b) the Broker Options will be issued by no later than 3 months after the date of the Meeting
(or a later date to the extent permitted by any ASX waiver or modification of the ASX
Listing Rules);
(c) the Broker Options will be issued for nil cash consideration. Accordingly, no funds will be
raised from the issue.
(d) the Broker Options will be issued to Beaufort Securities Limited. This entity is not a
related party of the Company.
(e) the Broker Options are exercisable at a price of 0.075 pence per Share, on or before the
date that is 30 months from the date of issue. The terms and conditions of the Broker
Options are the same as the Placing Options as set out in Annexure A.
(f) A voting exclusion statement for Resolution 5 is included in the Notice of Meeting.
The Board unanimously recommends that Shareholders vote IN FAVOUR of Resolution 5.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 5.
6. RESOLUTION 6: APPROVAL TO ISSUE ADVISER OPTIONS TO HD CAPITAL
PARTNERS LTD
6.1 Introduction
Resolution 6 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of
66,666,666 Adviser Options to HD Capital Partners Ltd (or their nominees). HD Capital
Partners Ltd were engaged by the Company to assist with, amongst other things, capital raising
and investment opportunities.
6.2 ASX Listing Rule Requirements
Resolution 6 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue the Adviser
Options. A summary of Listing Rule 7.1 is set out at section 1.2.
The effect of Resolution 6 will be to allow the Company to issue the Adviser Options during the
period of 3 months after the Meeting (or such longer period, as may be permitted by ASX),
without using the Company's 15% annual placement capacity.
The following information is provided in accordance with the requirements of ASX Listing Rule
7.3:
(a) the Company will issue a maximum of 66,666,666 Adviser Options;
(b) the Adviser Options will be issued by no later than 3 months after the date of the Meeting
(or a later date to the extent permitted by any ASX waiver or modification of the ASX
Listing Rules);
(c) the Adviser Options will be issued for nil cash consideration. Accordingly, no funds will
be raised from the issue;
(d) the Adviser Options will be issued to HD Capital Partners Ltd. This entity is not a related
party of the Company;
(e) the Adviser Options are exercisable at a price of 0.075 pence per Share, on or before the
date that is 24 months from their date of issue. The terms and conditions of the Adviser
Options are otherwise the same as the Placing Options as set out in Annexure A.
(f) A voting exclusion statement for Resolution 6 is included in the Notice of Meeting.
The Board unanimously recommends that Shareholders vote IN FAVOUR of Resolution 6.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 6.
7. RESOLUTION 7: RATIFICATION OF PRIOR ISSUE OF SHARES
7.1 Background
On 8 September 2017, the Company announced that it had conditionally raised, in aggregate,
approximately GBP193,304 before expenses through the issue of 214,782,526 Shares, each
at an issue price of 0.09 pence per Share (September 2017 Placement Shares), placed via
Peterhouse Corporate Finance Limited (September 2017 Placement).
The September 2017 Placement Shares were issued on 14 September 2017 under ASX Listing
Rule 7.1A. Issues made with approval under ASX Listing Rule 7.1A can be ratified under ASX
Listing Rule 7.4. Resolution 7 seeks Shareholder ratification, pursuant to ASX Listing Rule 7.4,
of the issue of the September 2017 Placement Shares.
7.2 ASX Listing Rule Requirements
The requirements of ASX Listing Rule 7.4 are set out in section 2.2.
The effect of Shareholders passing Resolution 7 and ratifying the issue of the September 2017
Placement Shares will be to replenish the Company’s 15% annual placement capacity to the
extent of the September 2017 Placement Shares.
Resolution 7 is an Ordinary Resolution.
7.3 Technical Information required by ASX Listing Rule 7.4
In accordance with ASX Listing Rule 7.5, the following information is provided in relation to the
issue of the September 2017 Placement Shares:
(a) 214,782,526 September 2017 Placement Shares were issued.
(b) The September 2017 Placement Shares were issued at a price of 0.09 pence per
Share.
(c) The September 2017 Placement Shares are fully-paid ordinary shares and rank equally
in all respects with the Company’s existing issued Shares.
The September 2017 Placement Shares were issued to certain professional and
sophisticated investors selected by Beaufort Securities Limited. None of the
subscribers were related parties of the Company at the time of the September 2017
Placement.
(d) The Company utilised the net proceeds from the September 2017 Placement to
undertake additional exploration and evaluation activities at its Toral lead-zinc project
in North West Spain and for general working capital purposes.
(e) A voting exclusion statement for Resolution 7 is included in the Notice of Meeting.
The Board unanimously recommends that Shareholders vote IN FAVOUR of Resolution 7.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 7.
8. RESOLUTIONS 8 TO 10: ISSUE OF SHARES TO DIRECTORS IN LIEU OF
DIRECTORS’ FEES
8.1 Introduction
Resolutions 8 to 10 seek Shareholder approval under section 195(4) of the Corporations Act
and Listing Rule 10.11 to permit the Directors, Myles Campion, Evan Kirby and Laurence Read
(or their nominees), to be issued, in aggregate, 55,345,793 Shares at the same price as the
Shares issued pursuant to the Company’s Placement announced on 21 March 2018 (0.0575
pence per Share). The purpose of the issue is to conserve the Company’s cash reserves by
satisfying certain outstanding Directors’ fees due totalling £31,823 as set out below:
Resolution Director Fees due Number of Shares Value Period
£10,645 £10,645 October 2017 to
8 Myles Campion 18,514,492
($19,381)1 ($19,381) December 2017
£7,428 £7,428 August 2017 to
9 Evan Kirby 12,918,258
($13,524) ($13,524) December 2017
£13,750 £13,750 October 2017 to
10 Laurence Read 23,913,043
($25,035) ($25,035) December 2017
8.2 Requirement for Shareholder approval
Listing Rule 10.11
Listing Rule 10.11 requires a listed company to obtain Shareholder approval by way of an
ordinary resolution prior to the issue of securities to a related party. If Shareholder approval is
obtained under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1
and the proposed issue will be included in 15% annual limit permitted by Listing Rule 7.1.
Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit
to a related party (such as a Director) of the company without Shareholder approval unless
either:
(a) The giving of the financial benefit falls within one of the exceptions in section 210 to
216 of the Corporations Act; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit.
Section 210 of the Corporations Act provides an exception for a financial benefit to a related
party that would be reasonable in the circumstances if the Company and the related party were
dealing on arm's length terms. Section 211 of the Corporations Act provides an exception for
a financial benefit that is remuneration to an officer of the Company where the remuneration is
reasonable given the circumstances of the Company and the officer (including the
responsibilities involved in such office or employment).
Financial benefit is defined broadly. It is necessary to look at the economic and commercial
substance and the effect of the transaction in determining the financial benefit. The
1
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
Corporations Act requires that any consideration that is given is disregarded, even if the
consideration is adequate.
The accrued Directors’ fees are being converted into Shares. The proposed Share issues do
not involve any additional remuneration to the Directors. The Shares the subject of Resolutions
8 to 10 will be issued at a deemed issue price of 0.0575 pence per Share, being the issue price
of the Placement announced on 21 March 2018. For that reason and given the Company’s
financial circumstances, the Board considers the Share issues the subject of Resolutions 8 to
10 to be both on arm’s length terms and reasonable remuneration in all of the circumstances
and therefore consider that Shareholder approval is not required under Chapter 2E of the
Corporations Act.
Section 195(4) of the Corporations Act
Shareholder approval is also being sought under section 195 of the Corporations Act, which
provides that a director of a public company may not vote or be present during meetings of
directors when matters in which that director holds a material personal interest are being
considered, except in certain circumstances or unless non-interested directors pass a
resolution approving the interested directors’ participation.
Section 195(4) of the Corporations Act relevantly provides that if there are not enough directors
to form a quorum for a directors’ meeting because of this restriction, one or more of the directors
may call a general meeting and the general meeting may pass a resolution to deal with the
matter. It might be argued (but it is neither conceded nor, indeed is it thought by the Board to
be the case) that three of the five Directors comprising the Board have a material personal
interest in the outcome of Resolutions 8 to 10. If each does have such an interest, then a
quorum could not be formed to consider the matters contemplated by Resolutions 8 to 10 at
Board level. For the avoidance of any doubt, and for the purpose of transparency and best
practice corporate governance, the Directors have exercised their right under section 195(4) of
the Corporations Act to put the issue to Shareholders to resolve. This will authorise the
Directors to effect the transactions and carry out related matters contemplated in this Notice of
Meeting even if one or more of the Directors has a material personal interest in Resolutions 8
to 10.
8.3 Information required by Listing Rule 10.13
For the purposes of Listing Rule 10.13, the following information is provided about the issues
the subject of Resolutions 8 to 10.
(a) The Shares will be issued to the Directors, as set out in section 8.1 above.
(b) The maximum number of Shares to be issued is as set out in section 8.1 above.
(c) The Shares will be issued for a deemed issue price of 0.0575 pence being the issue
price under the Placement announced on 21 March 2018.
(d) The Shares will be issued in lieu of Directors’ fees owing to certain of the Directors.
Therefore, no funds will be raised from the issue of the Shares.
(e) The Shares will be issued no later than 1 month after the date of the Meeting (or such
later date to the extent permitted by an ASX waiver or modification of the ASX Listing
Rules).
(f) The Shares will be fully paid new ordinary shares of the Company and will rank equally
in all respects with the Company's existing issued Shares;
(g) A voting exclusion statement for Resolutions 8 to 10 is included in the Notice of
Meeting.
8.4 Directors’ recommendation
The Board (excluding Myles Campion, Evan Kirby and Laurence Read) recommend that
Shareholders vote in favour of Resolutions 8 to 10 as approving the Resolutions will allow the
Company to issue securities and conserve funds whilst preserving the Company’s 15% annual
placement capacity permitted by Listing Rule 7.1.
9. RESOLUTIONS 11 AND 12: GRANT OF INCENTIVE OPTIONS TO THE EXECUTIVE
DIRECTORS UNDER THE COMPANY’S INCENTIVE PLAN
9.1 Details of the proposed grant of options to Laurence Read and Myles Campion
Subject to obtaining Shareholder approval in respect of Resolutions 11 and 12, the Company
proposes to grant options exercisable at a price of 0.0575 pence per Share and expiring on or
before 5 years from the date of their issue (Incentive Options) to Mr Read and Mr Campion
(or their nominees) in accordance with the terms of the Company’s existing Incentive Plan
approved by Shareholders at the Company’s general meeting held on 11 May 2017.
The Incentive Plan is being used as part of the remuneration planning for directors, employees
and contractors of the Group. For further information in respect of the Incentive Plan, please
refer to Annexure B of this Explanatory Statement.
Having regard to the significant roles that Mr Read and Mr Campion hold in respect of the
development of the Company, the Board considers that the grant of Incentive Options to Mr
Read and Mr Campion under the Incentive Plan is an appropriate form of long-term incentive-
based remuneration.
9.2 Approval for the purposes of the ASX Listing Rules and the Corporations Act
Resolutions 11 and 12 seek Shareholder approval for the grant of Incentive Options to Mr Read
and Mr Campion for the purposes of:
(a) ASX Listing Rule 10.14, which broadly provides that Shareholder approval is required
before a director, or an associate of a director, may acquire securities under an
employee incentive scheme;
(b) Chapter 2E of the Corporations Act, which prohibits a public company from giving a
financial benefit to a related party of a public company unless the giving of the financial
benefit falls within one of the nominated exceptions or Shareholder approval is obtained
prior to the giving of the financial benefit; and
(c) Section 195(4) of the Corporations Act, details of which are set out in Section 7.2
above, given approval is being sought for the grant of incentive options to all directors
pursuant to Resolutions 11 to 15. It might be argued (but it is neither conceded nor,
indeed is it thought by the Board to be the case) that the five Directors comprising the
Board have a material personal interest in the outcomes of Resolutions 11 to 15. If
each does have such an interest, then a quorum could not be formed to consider the
matters contemplated by Resolutions 11 to 15 at Board level. For the avoidance of any
doubt, and for the purpose of transparency and best practice corporate governance,
the Directors have exercised their right under section 195(4) of the Corporations Act to
put the issue to Shareholders to resolve. This will authorise the Directors to effect the
transactions and carry out related matters contemplated in this Notice of Meeting even
if one or more of the Directors has a material personal interest in Resolutions 11 to 15.
Shareholder approval under ASX Listing Rule 7.1 is not required for the issue of securities that
have been approved under ASX Listing Rule 10.14. Accordingly, provided that both Resolutions
11 and 12 are approved by Shareholders, the grant of Incentive Options to Mr Read and Mr
Campion (and any subsequent acquisition of Shares upon exercise of those Incentive Options)
will not be included in the calculation of the Company’s 15% annual placement capacity for the
purposes of ASX Listing Rule 7.1.
9.3 Information required by the ASX Listing Rules
For the purpose of the approval sought under ASX Listing Rule 10.14, and in accordance with
the requirements of ASX Listing Rule 10.15, the following information is provided in relation to
the proposed grant of Incentive Options to Mr Read and Mr Campion:
(a) the Incentive Options are proposed to be issued to Executive Directors of the Company,
Mr Read and Mr Campion, or their nominees;
(b) the maximum number of Incentive Options that may be granted pursuant to Resolutions
11 and 12 respectively, is 112,500,000 Incentive Options to Mr Read and 112,500,000
Incentive Options to Mr Campion;
(c) the Incentive Options will be granted under the Company’s Incentive Plan, on the
general terms and conditions set out in Annexure B of this Explanatory Statement, and
on the specific terms and conditions set out in Annexure C of this Explanatory
Statement. No price is payable for the grant of the Incentive Options, or on vesting of
the Incentive Options, however there will be an Exercise Price to be paid by a
prescribed date in order to convert the Incentive Options into new ordinary shares.
(d) As at the date of this Notice of Meeting, the Company has not issued any securities
under the Company’s Incentive Plan.
(e) The Directors, in addition to employees and contractors of the Company, are entitled
to participate in the Incentive Plan.
(f) A voting exclusion statement is included in the Notice of Meeting.
(g) No loans are being provided by the Company for the acquisition of securities under the
Incentive Plan.
(h) It is anticipated that the Incentive Options will be granted to Mr Read and Mr Campion
no later than 12 months after the date of the Meeting (or such later date as permitted
by an ASX waiver or modification of the ASX Listing Rules) in one tranche. The
Company contemplates that Shares issued upon exercise of the Incentive Options may
be issued in more than one tranche, following vesting and subsequent exercise of the
Incentive Options concerned.
9.4 Information required by the Corporations Act
Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit
to a related party of a public company unless the benefit falls within one of the various
exceptions to the general prohibition. A “related party” for the purposes of the Corporations Act
is defined broadly and includes a director of the Company. “Financial Benefit” has a wide
meaning and includes the issue of securities by a public company.
The proposed offer of Incentive Options to Mr Read and Mr Campion will form part of their
remuneration package. Given the circumstances of the Company, the Non-Executive Directors
consider that the proposed grant of Incentive Options would constitute reasonable
remuneration and, accordingly, may fall within an exception to the related party provisions in
Chapter 2E of the Corporations Act. In reaching this conclusion, the Board has had regard to a
variety of factors including market practice and the remuneration offered to persons in
comparable positions at similar companies. Notwithstanding this conclusion, the Board has
resolved that the Company should also seek Shareholder approval pursuant to Chapter 2E of
the Corporations Act as a matter of good corporate governance.
Pursuant to, and in accordance with the requirements of Chapter 2E, and in particular section
219 of the Corporations Act, the following information is provided for the purposes of obtaining
Shareholder approval for Resolutions 11 and 12:
(a) the related parties to whom a financial benefit is proposed to be given are Mr Read and
Mr Campion (or their nominees), who are both Executive Directors of the Company.
The nature of the financial benefit proposed to be given to Mr Read and Mr Campion
is the grant of, in aggregate, 225,000,000 Incentive Options, as follows:
Resolution Director Number of Incentive Options Indicative Value
£64,125
11 Laurence Read 112,500,000
($116,754)2
£64,125
12 Myles Campion 112,500,000
($116,754)
The Incentive Options will be granted under the Incentive Plan, on the general terms
and conditions set out in Annexure B of this Explanatory Statement, and the specific
terms and conditions set out in Annexure C of this Explanatory Statement. The
Incentive Options have an exercise price of 0.0575 pence per Share and an expiry date
of 5 years from the date of their issue as set out in the table below:
Number of
Exercise Price
Director Incentive Expiry Date
(pence/cents)3
Options
Laurence Read 112,500,000 0.0575 (0.104) 5 years from issue
Myles Campion 112,500,000 0.0575 (0.104) 5 years from issue
(b) No funds will be raised from the grant of the Incentive Options. If all Incentive Options
proposed to be issued pursuant to Resolutions 11 and 12 are exercised, an amount of
£128,250 ($233,5094) will be raised and used to provide additional working capital for
the Company.
2
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
3
Based on an Incentive Option exercise price of 0.0575 pence using an exchange rate of £1:A$1.82074 (Oanda.com
21 March 2018)
4
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
(c) None of the directors, other than Mr Read in respect of Resolution 11 and Mr Campion
in respect of Resolution 12, have any interest in the outcome of Resolutions 11 and 12.
(d) Directors’ remuneration packages for the previous two years:
2016/2017 Financial
Director Current Financial Year
Year
Laurence Read £50,968 ($92,8005) £42,082 ($76,621)
Myles Campion £19,612 ($35,709) Nil
1. Laurence Read was appointed as a Non-executive Director on 25 January 2017 and Executive
Director on 26 September 2017.
2. Myles Campion was appointed an Executive Director on 17 October 2017.
(e) The securities currently held by Mr Read and Mr Campion and those that may be issued
subject to Shareholder approval at the Meeting are set out in the table below:
New Incentive Options
Existing Existing (subject to shareholder
Director
Shares Options approval under Resolutions
11 and 12)
Laurence Read Nil Nil 112,500,000
Myles Campion Nil Nil 112,500,000
(f) The dilution effect on Shareholders, if all Incentive Options the subject of Resolutions
11 and 12 are exercised (and the Incentive Options proposed to be granted to the Non-
Executive Directors under Resolutions 13 to 15 and Options proposed to be granted to
the former Non-Executive Director under Resolution 16, are also exercised), and no
other options are exercised and no other Shares are issued, will be 10.21% as set out
below.
Shares (ASX:FCR)
Shares currently on issue 3,055,281,439
Resolution 11 - Incentive Options to
112,500,000
be granted to Laurence Read
Resolution 12 - Incentive Options to
112,500,000
be granted to Myles Campion
Resolutions 13 to 15 - Incentive
Options to be granted to the Non- 112,500,000
Executive Directors
Resolution 16 - Options to be
granted to former Non-Executive 10,000,000
Director
Expanded Capital if all Options
proposed in this Notice of Meeting to 3,402,781,439
be granted to all Directors and the
5
Includes director fees paid and accrued during the period. Based on an exchange rate of £1:A$1.82074
(Oanda.com 21 March 2018)
former Non-Executive Director are
exercised (as applicable)
Dilutionary effect of Incentive
10.21%
Options and Options
(g) In the 12 months prior to the date of this Notice of Meeting, the highest, lowest and
latest practicable trading price (as at 12 April 2018) of the Shares on ASX are as set
out below:
Shares (ASX:FCR)
Highest (13 April, 2017) $0.005
Lowest (multiple dates) $0.001
Latest (12 April, 2018) $0.001
(h) The value of the financial benefit to be provided to Mr Read and Mr Campion is set out
in the table below.
These values have been calculated by BDO using an Black Scholes option pricing
model for the Incentive Options.
BDO made the following assumptions under the model:
• the Incentive Options don’t have market vesting conditions attached and the
exercise of the Incentive Options does not affect the value of the underlying
asset;
• a grant date of 21 March 2018 which was also adopted as the valuation date;
• it used 0.07 pence, being the underlying share price on the valuation date,
which was input into the pricing model;
• a share price volatility of 110% based on the historical volatility of the
Company's AIM listed share price;
• the risk free rate of interest used in the United Kingdom Government Bond
Rate of 1.256%; and
• a dividend yield of 0%.
Director Number of Incentive Options Indicative Value
Laurence Read 112,500,000 £64,125 ($116,754)6
Myles Campion 112,500,000 £64,125 ($116,754)
(i) Directors’ recommendation and basis of recommendation:
6
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
Laurence Read has a material personal interest in Resolution 11 and abstains from
making a recommendation in respect of Resolution 11. Myles Campion has a material
personal interest in Resolution 12 and abstains from making a recommendation in
respect of Resolution 12. The Non-Executive Directors have carefully considered the
proposed grant of Incentive Options to Mr Read and Mr Campion, as well as their
remuneration packages generally. The Non-Executive Directors consider the grants to
be an important component of Mr Read’s and Mr Campion’s remuneration packages.
Mr Read and Mr Campion will have a vested interest in the affairs of the Company. As
the Incentive Options are a performance based incentive, they will have incentive to
ensure that the market price of the Company's Shares increases to create value in the
Incentive Options and this will benefit all Shareholders. The issue of Incentive Options
is a non-cash form of remuneration, thus conserving the Company’s liquid funds. The
exercise of the Incentive Options will provide additional working capital for the
Company at no significant cost. If all of the Incentive Options proposed to be issued
pursuant to Resolutions 11 and 12 are exercised, an amount of £128,250 ($233,5097)
would be raised. The Non-Executive Directors all recommend that Shareholders vote
in favour of Resolutions 11 and 12.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolutions 11 and 12.
9.5 Other information
There are no material opportunity costs to the Company, no taxation consequences to the
Company and no material benefits foregone by the Company in granting the Incentive Options
to Mr Read and Mr Campion.
The Directors are not aware of any information, other than the information set out in this
Explanatory Statement that would reasonably be required by Shareholders in order to decide
whether or not it is in the Company’s interests to pass Resolutions 11 and 12.
10. RESOLUTIONS 13 TO 15: GRANT OF INCENTIVE OPTIONS TO THE NON-
EXECUTIVE DIRECTORS UNDER THE COMPANY’S INCENTIVE PLAN
10.1 Details of the proposed grant of Incentive Options to the Non-Executive Directors
Under Resolutions 13 to 15, the Company proposes to grant Incentive Options to each of Colin
Bird, Evan Kirby and Daniel Smith (the Non-Executive Directors) (or their nominees) in
accordance with the terms of the Incentive Plan.
The grant of Incentive Options will form part of the remuneration planning for such Non-
Executive Directors. The Board acknowledges that this is not in accordance with
Recommendation 8.2 of the Corporate Governance Principles and Recommendations (3rd
edition) as published by the ASX Corporate Governance Council. However, the Board
considers that it is reasonable in the circumstances for the Non-Executive Directors to be
offered the Incentive Options as part of their remuneration, given that the primary purpose of
the grant of the Incentive Options to the Non-Executive Directors is to motivate and reward their
performance in their respective roles as Non-Executive Directors. The issue of Incentive
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 Non-Executive Directors.
7
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
10.2 Approval for the purposes of the ASX Listing Rules and Corporations Act
Resolutions 13 to 15 seek Shareholder approval for the grant of Incentive Options to the Non-
Executive Directors for the purposes of:
(a) ASX Listing Rule 10.14, which broadly provides that Shareholder approval is required
before a director, or an associate of a director, may acquire securities under an
employee incentive scheme; and
(b) Chapter 2E of the Corporations Act, which prohibits a public company from giving a
financial benefit to a related party of a public company unless the giving of the financial
benefit falls within one of the nominated exceptions, or Shareholder approval is
obtained prior to the giving of the financial benefit; and
(c) Section 195(4) of the Corporations Act, details of which are set out in Section 8.2
above,
Shareholder approval under ASX Listing Rule 7.1 is not required for issues that have been
approved under ASX Listing Rule 10.14. Accordingly, provided Resolutions 13 to 15 are
approved by Shareholders, the grant of Incentive Options to the Non-Executive Directors (and
any subsequent acquisition of Shares on the valid exercise of those Incentive Options) will not
be included in the calculation of the Company’s 15% annual placement capacity for the
purposes of ASX Listing Rule 7.1.
10.3 Information required by ASX Listing Rules
For the purpose of the approval sought under ASX Listing Rule 10.14, and in accordance with
the requirements of ASX Listing Rule 10.15, the following information is provided in relation to
the proposed grant of Incentive Options to the Non-Executive Directors:
(a) The Incentive Options are proposed to be issued to the Non-Executive Directors, Colin
Bird, Evan Kirby and Daniel Smith, each a Director and, as such, each a related party
of the Company.
(b) The maximum number of Incentive Options that may be granted to each Non-Executive
Director pursuant to Resolutions 13 to 15 are as follows:
Resolution Non-Executive Director Incentive Options
13 Colin Bird 80,000,000
14 Evan Kirby 22,500,000
15 Daniel Smith 10,000,000
Total 112,500,000
(c) The Incentive Options will be granted under the Incentive Plan, on the specific terms
and conditions set out in Annexure B of this Explanatory Statement.
(d) No funds will be raised from the grant of the Incentive Options. If all Incentive Options
proposed to be issued pursuant to Resolutions 13 to 15 are exercised, an amount of
£64,125 (A$116,7558) would be raised and used to provide additional working capital
for the Company.
(e) As at the date of this Notice of Meeting, the Company has not issued any securities
under the Company’s Incentive Plan.
(f) The Directors, together with employees and contractors of the Company, are entitled
to participate in the Incentive Plan.
(g) A voting exclusion statement is included in the Notice of Meeting.
(h) No loans are being provided by the Company for the acquisition of securities under the
Incentive Plan.
(i) It is anticipated that the Incentive Options will be granted to the Non-Executive Directors
no later than 12 months after the date of the Meeting (or such later date as permitted
by an ASX waiver or modification of the ASX Listing Rules) in one tranche. The
Company contemplates that Shares issued on the valid exercise of the Incentive
Options may be issued in more than one tranche following the vesting and subsequent
conversion of the Incentive Options.
10.4 Information required by the Corporations Act
8
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
Pursuant to, and in accordance with the requirements of Chapter 2E, and in particular with
section 219, of the Corporations Act, the following information is provided for the purposes of
obtaining Shareholder approval for Resolutions 13 to 15:
(a) The related parties to whom a financial benefit will be given are Colin Bird, Evan Kirby
and Daniel Smith (or their nominees), each of whom is a Non-Executive Director of the
Company.
(b) The nature of the financial benefit proposed to be given to each Non-Executive Director
is the grant of Incentive Options up to the maximum number set out in the table below:
Non-Executive Director Incentive Options
Colin Bird 80,000,000
Evan Kirby 22,500,000
Daniel Smith 10,000,000
Total 112,500,000
(c) The Incentive Options will be granted under the Incentive Plan, on the general terms
and conditions set out in Annexure B of this Explanatory Statement, and the specific
terms and conditions set out in Annexure C of this Explanatory Statement. The exercise
price and expiry date of the Incentive Options is set out in the table below:
Number of
Exercise Price
Director Incentive Expiry Date
(pence/cents9)
Options
Colin Bird 80,000,000 0.0575 (0.104) 5 years from issue
Evan Kirby 22,500,000 0.0575 (0.104) 5 years from issue
Daniel Smith 10,000,000 0.0575 (0.104) 5 years from issue
(d) No funds will be raised from the grant of the Incentive Options. If all Incentive Options
proposed to be issued pursuant to Resolutions 13 to 15 are exercised, an amount of
£64,687 (A$117,77910) would be raised and used to provide additional working capital
for the Company.
(e) Each Non-Executive Director is a proposed recipient of the Incentive Options and has
an interest in the outcome of the Resolution relevant to him.
(f) Non-Executive Directors’ fees:
Non-Executive Director Current Financial Year 2016/2017 Financial
Year
9
Based on an Incentive Option exercise price of 0.0575 pence using an exchange rate of £1:A$1.82074 (Oanda.com
21 March 2018)
10
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
Evan Kirby £12,357 ($22,50011) £16,477 ($30,00012)
Colin Bird £15,073 ($27,445) Nil
Daniel Smith £2,746 ($5,000) Nil
1. Evan Kirby joined the Board as a Non-Executive Director on 31 March 2016.
2. Colin Bird joined the Board as a Non-executive Chairman on 12 January 2018.
3. Daniel Smith joined the Board as a Non-executive Director on 16 January 2018.
(g) The securities currently held by the Non-Executive Directors and those that may be
issued subject to Shareholder approval at the Meeting are set out in the table below:
Incentive Options (subject to
Existing Existing
Director shareholder approval under
Shares Options
Resolutions 13 to 15)
Colin Bird1 50,000,00 Nil1 80,000,000
0
Evan Kirby 10,900 Nil 22,500,000
Daniel Smith Nil Nil 10,000,000
Note: 1 If Resolution 4 is approved, Colin Bird will be issued with 25,000,000 Placing
Options.
(h) the dilution effect on Shareholders, if all Incentive Options the subject of Resolutions
13 to 15 are exercised (and the Incentive Options proposed to be granted to Mr Read
and Mr Campion under Resolutions 11 and 12 and Options proposed to be issued to
Mr Grant Button under Resolution 16 are exercised, but no other Options are exercised)
and no other Shares are issued, will be 10.21% as set out in paragraph 9.4(f) above.
(i) In the 12 months before the date of this Notice of Meeting, the highest, lowest and
latest practicable trading price (as at 12 April 2018) of the Shares on ASX are as set
out in paragraph 9.4(g) above.
(j) The value of the financial benefit to be provided to the Non-Executive Directors is set
out in the table below. These figures have been calculated based on BDO’s valuation
of the Incentive Options which are proposed to be issued to Mr Read and Mr Campion.
This is on the basis that, because the tranches of Incentive Options that are to be
issued to the Non-Executive Directors are on the same terms as the tranches of
Incentive Options to be issued to Mr Read and Mr Campion, the valuation methodology
used in respect of Mr Read and Mr Campion can also be used for the Non-Executive
Directors. Accordingly, the ‘Valuation per Incentive Option’ figure in the table below is
identical for Mr Read and Mr Campion and the Non-Executive Directors.
These values have been calculated by BDO using a Black Scholes option pricing model
for the Incentive Options.
BDO made the following assumptions under the model:
11
Includes director fees paid and accrued during the period. Based on an exchange rate of £1:A$1.82074
(Oanda.com 21 March 2018)
12
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
• the Incentive Options don’t have market vesting conditions attached and the
exercise does not affect the value of the underlying asset;
• a grant date of 21 March 2018, which was also adopted as the valuation date;
• it used 0.07 pence, being the underlying share price on the valuation date,
which was input into the pricing model;
• a share price volatility of 110% based on the historical volatility of the
Company's AIM listed share price;
• the risk free rate of interest used in the United Kingdom Government Bond
Rate of 1.256%; and
• a dividend yield of 0%.
Director Incentive Options Indicative Valuation
Colin Bird 80,000,000 £45,600 ($83,02513)
Evan Kirby 22,500,000 £12,825 ($23,350)
Daniel Smith 10,000,000 £5,700 ($10,378)
(k) Directors’ recommendation and basis of recommendation
The Non-Executive Directors each have a material personal interest in their respective
Resolutions because they relate to the grant of Incentive Options to them. As a
consequence, and given the potential perceived interest in relation to the other
Resolutions in respect of the grant of Incentive Options, the Non-Executive Directors
abstain from making a recommendation to Shareholders in relation to Resolutions 13
to 15. Mr Read and Mr Campion recommend that Shareholders vote in favour of
Resolutions 13 to 15 for the following reasons:
The Non-Executive Directors will have a vested interest in the affairs of the Company.
As the Options are a performance based incentive, they will have incentive to ensure
that the market price of the Company's Shares increases to create value in the
Incentive Options and this will benefit all Shareholders. The issue of Incentive Options
is a non-cash form of remuneration, thus conserving the Company’s liquid funds. The
exercise of the Incentive Options will provide additional working capital for the
Company at no significant cost. If all of the Incentive Options proposed to be issued
pursuant to Resolutions 13 to 15 are exercised, an amount of £64,687 ($117,77914)
would be raised.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolutions 13 to 15.
13
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
14
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
10.5 Other information
There are no material opportunity costs to the Company, no taxation consequences to the
Company and no material benefits foregone by the Company in granting the Incentive Options
to the Non-Executive Directors.
The Directors are not aware of any information, other than the information set out in this
Explanatory Statement, that would reasonably be required by Shareholders in order to decide
whether or not it is in the Company’s interests to pass Resolutions 13 to 15.
11. Resolution 16: Approval for issue of options to former Non-Executive Director
Resolution 16 seeks Shareholder approval for the issue of 10,000,000 options exercisable at a
price of 0.075 pence per Share expiring on or before the date that is 3 years from the date of
issue to Grant Button, a former Non-Executive Director. Mr Button resigned from the Company
on 31 January 2018. The purpose of the issue of the Options is in recognition of Mr Button's
previous dual role as interim chairman, non-executive director and company secretary not
being recompensed to a level commensurate with these roles.
11.1 Approval for the purposes of the ASX Listing Rules
Resolution 16 seeks Shareholder approval for the grant of Options to Grant Button pursuant to
ASX Listing Rule 10.11, which broadly provides that Shareholder approval is required before a
director, or an associate of a director, may be issued securities.
Shareholder approval under ASX Listing Rule 7.1 is not required for issues that have been
approved under ASX Listing Rule 10.11. Accordingly, provided Resolution 16 is approved by
Shareholders, the issue of options to Mr Button (and any subsequent acquisition of Shares on
the valid exercise of those options) will not be included in the calculation of the Company’s 15%
annual placement capacity for the purposes of ASX Listing Rule 7.1.
11.2 ASX Listing Rule Requirements
Although Mr Button resigned as a Director of the Company, by the operation of section 228(5)
of the Corporations Act, he remains a related party of the Company for a period of 6 months
from the date of his resignation and a further 6 months thereafter pursuant to the AIM Rules for
Companies.
The requirements of ASX Listing Rule 10.11 are set out in section 4.2. If Shareholder approval
is obtained under ASX Listing Rule 10.11, Shareholder approval is not required under ASX
Listing Rule 7.1.
If Resolution 16 is approved, the Company will be able to issue the Options to Mr Button during
the period of 1 month after the Meeting (or such longer period, as may be permitted by ASX),
and the Options issued will not count towards the Company's 15% annual placement capacity.
The following information is provided in accordance with the requirements of ASX Listing Rule
10.13:
(a) the Options will be issued to Grant Button, a former Non-Executive Director, interim
Chairman and Company Secretary of the Company and a related party of the Company;
(b) the maximum number of securities to be issued to Mr Button is 10,000,000 Options;
(c) the Options will be issued to Mr Button no later than 1 month after the date of the Meeting;
(d) the Options will be issued for nil consideration. Accordingly, no funds will be raised from
the issue of the options. If all of the Options are exercised, an amount of £7,000
(A$13,65615) would be raised which would be used for the Company’s general working
capital purposes;
(e) the Options are exercisable at a price of 0.075 pence per Share, on or before the date
that is 3 years from the date of issue. Further terms and conditions of the Options are set
out in Annexure D;
(f) a voting exclusion statement is included in the Notice of Meeting.
The Board unanimously recommends that Shareholders vote IN FAVOUR of Resolution 16.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 16.
11.3 Chapter 2E of the Corporations Act
15
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
The requirements of Chapter 2E of the Corporations Act are set out in section 8.2 above.
Pursuant to, and in accordance with the requirements of Chapter 2E, and in particular with
section 219 of the Corporations Act, the following information is provided for the purposes of
obtaining Shareholder approval for Resolution 16:
(a) The related party to whom a financial benefit will be given is Grant Button, a former
Non-Executive Director, interim Chairman and Company Secretary of the Company
and related party by the operation of section 228(5) of the Corporations Act.
(b) The nature of the financial benefit proposed to be given to Mr Button is the grant of
10,000,000 Options.
(c) The Options are exercisable at a price of 0.075 pence each and are exercisable on or
before the date that is 3 years from the date of issue. A summary of the terms and
conditions of the Options is set out in Annexure D.
(d) No funds will be raised from the grant of the Options. If the Options proposed to be
issued pursuant to Resolution 16 are exercised, an amount of £7,500 (A$13,65616)
would be raised and used to provide working capital for the Company.
(e) Mr Button as the proposed recipient of the Options has an interest in the outcome of
Resolution 16.
(f) Non-Executive Directors’ fees:
Non-Executive Director 2016/2017 Financial 2015/2016 Financial
Year Year
Grant Button £32,953 (A$60,00017) £20,239 (A$36,85018)
Grant Button joined the Board as a Non-Executive Director on 15 October 2010 and resigned on 31 January
2018.
(g) The securities currently held by Grant Button and those that may be issued subject to
Shareholder approval at this Meeting are set out in the table below:
Options (subject to
Existing Existing
Director shareholder approval under
Shares Options
Resolution 16)
Grant Button 2,138,423 Nil 10,000,000
(h) The dilution effect on Shareholders, if all Options the subject of Resolutions 16, 13 to
15 and 11 and 12 are exercised (but no other Options are exercised) and no other
Shares are issued, will be 10.21% as set out in section 9.4 above.
(i) In the 12 months prior to the date of this Notice of Meeting, the highest, lowest and
latest trading prices (as at 12 April 2018) of the Shares on ASX are as set out at
paragraph 9.4(g) above.
16
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
17
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
18
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
(j) The value of the financial benefit to be provided to Mr Button is set out in the table
below.
(k) This value has been calculated by BDO using a Black Scholes option pricing model for
the Options.
BDO made the following assumptions under the model:
• the Options don’t have market vesting conditions attached and the exercise
does not affect the value of the underlying asset;
• a grant date of 21 March 2018, which was also adopted as the valuation date;
• it used 0.07 pence, being the underlying share price on the valuation date,
which was input into the pricing model;
• a share price volatility of 110% based on the historical volatility of the
Company's AIM listed share price;
• the risk free rate of interest used in the United Kingdom Government Bond
Rate of 0.993%; and
• a dividend yield of 0%.
Number of Options Indicative Value
Grant Button 10,000,000 £4,600 ($8,37519)
The Board recommends that Shareholders vote in favour of Resolution 16 as the proposed
issue of Options to Mr Button is in recognition of services provided to the Company.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 16.
Other information
There are no material opportunity costs to the Company, no taxation consequences to the
Company and no material benefits foregone by the Company in granting the Options to Mr
Button.
The Directors are not aware of any information, other than the information set out in this
Explanatory Statement that would reasonably be required by Shareholders in order to decide
whether or not it is in the Company’s interests to pass Resolution 16.
12. Resolution 17: Approval of Change of Company’s Name
In accordance with section 157(1)(a) of the Corporations Act, the Company submits to
Shareholders for consideration and adoption by way of a special resolution for the name of the
Company to be changed to Europa Metals Ltd. The Company also seeks approval under
section 136(2) of the Corporations Act to amend the Company’s Constitution to reflect the
change of name.
19
Based on an exchange rate of £1:A$1.82074 (Oanda.com 21 March 2018)
The Board believes that the change of name is necessary to better reflect the Company’s
primary focus on lead-zinc and precious metals assets within the European region.
Resolution 17 is a special resolution and, therefore, requires the 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).
In accordance with section 157(3) of the Corporations Act, the change of name will take effect
when ASIC alters the details of the Company’s registration.
The Directors recommend Shareholders vote in favour of Resolution 17.
The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 17.
Annexure A: Terms and Conditions of Placing Options
Terms and Conditions of Placing Options (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 5.00 p.m. (WST) on the date that is 30 months from their
date of issue (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 0.075 pence per Share
(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 issue the number of Shares required in respect of the number
of Options specified in the Exercise Notice.
(h) The Options are transferable.
(i) All Shares issued upon the exercise of Options will upon issue rank pari passu in all
respects with other Shares.
(j) The Company will not apply for quotation of the Options on the ASX, AIM or the JSE.
(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 exercise period of the Options. However, the Company will
ensure that for the purposes of determining entitlements to any such issue, the record
date will be in accordance with the ASX Listing Rules. This will give Optionholders the
opportunity to exercise their Options prior to the date for determining entitlements to
participate in any such issue.
(m) 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.
40
Annexure B: Summary of terms of the Incentive Plan
The terms and conditions of the Incentive Plan are summarised below:
1. Board
The Board, or a duly appointed committee of the Board, is responsible for the operation
of the Incentive Plan.
2. Participants
Directors, full-time, part-time and casual employees, and contractors of the Group are
all eligible to participate in the Incentive Plan.
3. Eligibility
The Board has an absolute discretion to determine the eligibility of participants. Some
of the factors the Board will have regard to in determining eligibility include:
(a) the seniority of the participant and the position that the participant occupies
within the Group;
(b) the length of service of the participant with the Group;
(c) the record of employment of the participant with the Group;
(d) the potential contribution of the participant to the growth and profitability of the
Group;
(e) the extent (if any) of the existing participation of the participant in the Incentive
Plan; and
(f) any other matters the Board considers relevant.
4. Invitations and Awards
The Board may, in its absolute discretion, invite eligible participants to participate in the
Incentive Plan. An invitation may be made on such terms and conditions as the Board
decides from time to time, including as to the terms of the Award offered and whether
the Award comprises Performance Rights and/or Options.
5. Number of Performance Rights and/or Options
(a) The Board has a discretion to determine the number of Performance Rights
and/or Options granted to participants under an Award, however in accordance
with applicable law, the Board will ensure that the number of Performance Rights
and/or Options offered to eligible participants over a three-year period does not
exceed 5% of the Company’s issued capital.
(b) Further, in determining the number of Performance Rights and/or Options to be
granted to participants, the Board will have regard to:
(i) current market practice; and
(ii) the overall cost to the Company of grants under the Incentive Plan.
6. No payment on grant or vesting
Unless the Board determines otherwise, no payment is required for the grant, on the
vesting, or the issue, transfer or allocation of Shares following vesting of a Performance
Right or Option.
41
7. Vesting conditions
Vesting of an Award may be conditional on the participant satisfying the pre-determined
vesting conditions determined by the Board within the vesting period. The vesting
period applicable to the Performance Rights or Options is the period determined by the
Board.
8. Vesting of Award
The Award will only vest if the participant meets any specified vesting conditions within
the vesting period. If the terms of grant require the Award to be exercised, the
participant must exercise the Award in order for vesting to occur. Any Award which has
not vested within the vesting period will lapse.
9. Entitlements under Awards
Prior to vesting and exercise (if required) of an Award, and the issue of Shares to the
participant in accordance with the rules of the Incentive Plan, a participant is not entitled
to exercise any votes in respect of the Shares to which the Award relates, nor is the
holder entitled to participate in any dividend or any new issue of securities by the
Company in respect of that Award.
10. Issue, transfer or allocation of Shares on vesting of Award
The Shares to be provided on vesting and exercise (if required) of the Award may be
issued by the Company or acquired on market by the Company (or any trustee of the
Incentive Plan) and transferred or allocated to the holder of the Performance Right. Any
Shares issued under the Incentive Plan will rank equally with those traded on the ASX
at the time of issue. The Board may impose restrictions on the transferability of a Share
issued, transferred or allocated to a participant following vesting of a Performance
Right, which shall be set out in the terms of invitation.
11. Cessation of eligibility
(a) Where a participant ceases to be eligible to participate in the Incentive Plan, the
Board may determine that some or all of the participant’s Award lapses, vests,
is exercisable for a prescribed period (if applicable), or is no longer subject to
some or all applicable restrictions.
(b) The Board may specify in an invitation how a participant’s Award will be treated
in the event that the participant ceases to be eligible to participate in the Incentive
Plan which may vary depending upon the circumstances in which the participant
ceases to be eligible.
12. Change of control
(a) On a change of control event (which includes a takeover, merger or any person
acquiring a relevant interest in more than 50% of the issued share capital in the
Company and other similar events) the Board may, in its discretion, determine
the manner in which any or all of a participant’s Awards may be dealt with
including in a manner that allows the participant to participate in and/or benefit
from any transaction arising from or in connection with the change of control
event.
(b) The Board may specify in an invitation how a participant’s Award will be treated
on a change of control event which may vary depending upon the circumstances
of the change of control event.
42
13. Capital reorganisation
In the event of any capital reorganisation prior to vesting and exercise (if required) of
an Award, the Award may be adjusted having regard to the ASX Listing Rules.
14. Clawback provision
The Board may determine that any unvested Award and vested but unexercised Award
(if exercise is required) will lapse if, in the Board’s opinion, among other things:
(a) the participant has acted fraudulently or dishonestly, engaged in gross
misconduct, breached his or her duties or obligations (including where the
participant’s Award vests as a result of such conduct and the Board forms the
opinion that the Award would not have otherwise vested); or
(b) there is a material misstatement or omission in the financial statements of a
Group company.
43
Annexure C: Summary of terms of the Incentive Options
The key terms and conditions of the Incentive Options to be granted to Laurence Read, Myles
Campion, Evan Kirby, Colin Bird and Daniel Smith under the Incentive Plan are summarised
below:
(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 5.00 p.m. (WST) on the date that is 60 months from the date
of issue (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 0.0575 pence per Share
(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 issue the number of Shares required in respect of the number
of Options specified in the Exercise Notice.
(h) The Options are transferable.
(i) All Shares issued upon the exercise of Options will upon issue rank pari passu in all
respects with other Shares.
(j) The Company will not apply for quotation of the Options on the ASX, AIM or the JSE.
(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 exercise period of the Options. However, the Company will
ensure that for the purposes of determining entitlements to any such issue, the record
date will be in accordance with the ASX Listing Rules. This will give Optionholders the
opportunity to exercise their Options prior to the date for determining entitlements to
participate in any such issue.
(m) 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.
44
Annexure D: Summary of terms of options
(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 5.00 p.m. (WST) on the date that is 36 months from the date
of issue (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 0.075 pence per Share
(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 issue the number of Shares required in respect of the number
of Options specified in the Exercise Notice.
(h) The Options are transferable.
(i) All Shares issued upon the exercise of Options will upon issue rank pari passu in all
respects with other Shares.
(j) The Company will not apply for quotation of the Options on the ASX, AIM or the JSE.
(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 exercise period of the Options. However, the Company will
ensure that for the purposes of determining entitlements to any such issue, the record
date will be in accordance with the ASX Listing Rules. This will give Optionholders the
opportunity to exercise their Options prior to the date for determining entitlements to
participate in any such issue.
(m) 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.
45
GLOSSARY
In the Notice of Meeting and this Explanatory Statement:
$ or AUD means Australian dollars.
November 2017 Placement has the meaning given in section 2.1.
November 2017 Placement has the meaning given in section 2.1.
Shares
Placement Options has the meaning given in section 3.1.
Adviser Options has the meaning given in section 6.1.
AIM means the AIM market of the London Stock
Exchange.
ASX means Australian Securities Exchange.
ASX Listing Rules means the official listing rules of ASX.
Award means a right to acquire Shares under the Incentive
Plan, and includes an Option and a Performance
Right.
Board means the current board of directors of the Company.
Broker Options has the meaning given in section 5.1.
cents or c means Australian cents.
Chairman means the person appointed to chair the Meeting of
the Company convened by this Notice of Meeting.
Closely Related Party has the meaning given in section 9 of the Corporations
Act.
Company or Ferrum means Ferrum Crescent Limited ACN 097 532 137.
Corporations Act means the Corporations Act 2001 (Cth).
Corporations Regulations means the Corporations Regulations 2001 (Cth).
DI Holders means holders of depositary interests in the
Company.
Directors means the directors of the Company, being, at the
date of this Notice of Meeting, Messrs Colin Bird,
Myles Campion, Evan Kirby, Laurence Read and
Daniel Smith.
Explanatory Statement means the explanatory statement accompanying the
Notice of Meeting.
GBP means Great British pounds.
General Meeting or Meeting means the General Meeting of Shareholders to be
held at Unit 5, Ground Floor, 1 Centro Avenue,
Subiaco, Western Australia on Monday 21 May 2018
at 11.00 a.m. (Perth time).
Group means the Company and a related body corporate of
the Company as defined in section 50 of the
Corporations Act and any company in respect of which
the Company has voting power of not less than 20%.
Form of Instruction means, for DI Holders, the form of instruction enclosed
with this Notice of Meeting.
Incentive Option means an option to acquire a Share on the terms and
conditions set out in the Incentive Plan, a summary of
which is set out in Annexure B and the specific terms
of which are set out in Annexure C.
Incentive Plan means the Ferrum Crescent Ltd Director and
Employee Incentive Plan, a summary of which is set
out in Annexure B.
Key Management Personnel means a person 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 means this notice of General Meeting including the
Explanatory Statement.
Option means an option to acquire a Share in the Company
Ordinary Resolution means a Resolution to be passed by a simple majority
of Shareholders entitled to vote on the Resolution (in
person, by proxy, by attorney or, in the case of a
corporate Shareholder, by a corporate
representative).
pence or p means Great British pence.
Placement has the meaning given in section 1.1 of the
Explanatory Statement.
Placement Shares has the meaning given in section 2.1 of the
Explanatory Statement.
Placing Options means the options attached to the November
Placement as announced on 2 November 2017, each
exercisable at 0.075 pence within 30 months from the
date of issue.
Proxy Form means, for Shareholders, the proxy form enclosed
with this Notice of Meeting.
Resolution means a resolution set out in this Notice of Meeting.
September 2017 Placement has the meaning given in section 7.1.
September 2017 Placement has the meaning given in section 7.1.
Shares
Share means an ordinary share in the Company.
Shareholder means a holder of Shares in the Company.
FERRUM CRESCENT LIMITED
ACN 097 532 137
PROXY FORM
The Secretary
Ferrum Crescent Limited
By delivery: By post: By facsimile: Online via Investor Vote:
Computershare Investor Computershare Investor www.investorvote.com.au
Services Pty Limited, GPO Box Services Pty Limited, GPO +61 3 9473 2555
242, Melbourne, Victoria 3001, Box 242, Melbourne,
Australia Victoria 3001, Australia
Name of
Shareholder:
Address of
Shareholder:
Number of Shares
entitled to vote:
Please mark to indicate your directions. Further instructions are provided overleaf. Proxy
appointments will only be valid and accepted by the Company if they are made and received no
later than 48 hours before the meeting.
Step 1 – Appoint a Proxy to Vote on Your Behalf
The Chairman of the OR if you are NOT appointing the
Meeting (mark box) Chairman of the meeting as your proxy,
please write the name of the person or
body corporate (excluding the registered
shareholder) you are appointing as your
proxy
or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the
Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance
with the following directions (or, if no directions have been given, and to the extent permitted by law, as
the proxy sees fit), at the Meeting of the Company to be held at Unit 5, Ground Floor, 1 Centro Avenue,
Subiaco, WA 6008 on Monday 21 May 2018 at 11.00 a.m. (Perth time) and at any adjournment or
postponement of that Meeting.
Please note the Chairman of the Meeting intends to vote all undirected proxies in favour of each
Resolution.
Step 2 – Instruction as to Voting on the Resolutions
The proxy is to vote for or against the Resolutions referred to in the Notice as follows:
FOR AGAINST ABSTAIN
Resolution 1: Approval to Issue Shares Under the Placement
Resolution 2: Ratification of prior issue of Shares
Resolution 3: Approval to Issue the Placing Options
Resolution 4: Approval to issue Placing Options to Related Parties
Resolution 5: Approval to issue Broker Options to Beaufort Securities Limited
Resolution 6: Approval to issue Options to HD Capital Partners Ltd
Resolution 7: Ratification of prior issue of Shares
Resolution 8: Issue of Shares in Lieu of Director’s Fees due to Myles Campion
Resolution 9: Issue of Shares in Lieu of Director’s Fees due to Evan Kirby
Resolution 10: Issue of Shares in Lieu of Director’s Fees due to Laurence Read
Resolution 11: Grant of Incentive Options to Laurence Read
Resolution 12: Grant of Incentive Options to Myles Campion
Resolution 13: Grant of Incentive Options to Colin Bird
Resolution 14: Grant of Incentive Options to Evan Kirby
Resolution 15: Grant of Incentive Options to Daniel Smith
Resolution 16: Issue of Options to Grant Button
Resolution 17: Approval of Change of Company’s Name
Signature of Member(s): This section must be signed in accordance with the instructions overleaf to
enable your voting instructions to be implemented.
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director/Company Director Director/Company
Secretary Secretary
______________________ ______________________
______________________
Contact Name: Contact Ph (daytime): Date:
Proxy Notes:
A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder’s proxy to
attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting
the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the
Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If such proportion or
number of votes is not specified each proxy may exercise half of the Shareholder’s votes. A proxy may, but need not
be, a Shareholder of the Company.
If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that
Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment
of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one name all of the holders must sign.
Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry,
or alternatively, attach a certified photocopy, of the Power of Attorney to this Proxy Form
when you return it.
Companies: a Director can sign jointly with another Director or Company Secretary. A sole Director
who is also a sole Company Secretary can also sign. Please indicate the office held by
signing in the appropriate space.
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of
Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s
Share Registry.
Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or
facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other
authority) must be deposited at or received at Computershare Investor Services Pty Limited, GPO Box 242, Melbourne,
Victoria 3001 or Facsimile +61 3 9473 2555 not less than 48 hours prior to the time of commencement of the Meeting.
Date: 17/04/2018 09:00:00 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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