Wrap Text
Notice of AGM and explanatory statement
Europa Metals Ltd
(Formerly Ferrum Crescent Limited)
(Incorporated and registered in Australia
and registered as an external company in
the Republic of South Africa)
(Registration number 4459850)
(External company registration number 2011/116305/10)
Share code on the ASX: EUZ
Share code on AIM: EUZ
Share code on the JSE: EUZ
ISIN: AU0000014342
(“the Company”)
Notice of Annual General Meeting and Explanatory Statement To Shareholders
Notice Is Hereby Given that the Annual General Meeting of the members of EUROPA
METALS LTD (the Company) will be held on the date and at the location and time specified
below:
DATE: Monday, 5 November 2018
LOCATION: Minerva Corporate Pty Limited, Level 8, 99 St Georges Terrace, Perth
Western Australia 6000
TIME: 11.00 a.m. (Perth time)
05.00 a.m. (South African time)
BUSINESS: The business to be transacted at the Annual General Meeting is the
proposal of the Resolutions set out below.
Perth
3 October 2018
Sponsor: Sasfin Capital (a member of the Sasfin group)
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TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
An Annual General Meeting of Shareholders of Europa Metals Ltd will be held at the offices of
Minerva Corporate Pty Limited, Level 8, 99 St Georges Terrace, Perth Western Australia 6000 on
Monday, 5 November 2018 at 11.00 a.m. (Perth time).
YOUR VOTE IS IMPORTANT
The business of the Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend
the Meeting, please bring the enclosed Proxy Form to the Meeting to assist in registering your
attendance and the number of votes. Kindly arrive 20 minutes prior to the start of the Meeting to facilitate
this registration process.
Holders of Depositary Interests (DI Holders) may attend the Meeting but will not be permitted to vote
at the Meeting. In order 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 CORPORATE REPRESENTATIVE
A Shareholder that is a corporation may appoint an individual to act as its representative and to vote at
the Meeting in accordance with section 250D of the Corporations Act. The representative should bring
to the Meeting evidence of his or her appointment, including any authority under which the appointment
is signed. The appropriate “Appointment of Corporate Representative” form should be completed and
produced prior to admission to the Meeting. This form may be obtained from the Company’s share
registry.
VOTING BY PROXY
Australia (Proxy Forms)
If you do not wish to or cannot attend the Meeting, you may appoint a proxy to attend and vote on your
behalf. A Shareholder, who may be an individual or a body corporate, who is entitled to attend and vote
at the Meeting is entitled to appoint a proxy which may be a body corporate or an individual. A proxy
need not be a Shareholder.
A 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. If a representative
of a corporate proxy is to attend the Meeting, you must ensure that the appointment of the representative
is in accordance with section 250D of the Corporations Act. The corporate representative should bring
to the Meeting evidence of his or her appointment, including any authority under which the appointment
is signed. A form of the certificate may be obtained from the Company’s share registry.
A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to exercise, but where the proportion or number
is not specified, each proxy may exercise half of the total votes. If you wish to appoint a second proxy,
an additional proxy form may be obtained by telephoning the Company’s share registry or you may
copy the enclosed Proxy Form. To appoint a second proxy, you must follow the instructions on the
Proxy Form.
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Sections 250BB and 250BC of the Corporations Act apply to voting by proxy and Shareholders and
their proxies should be aware of these provisions which generally provide that:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the Chairman, who must
vote the proxies as directed.
If the proxy has two or more appointments that specify different ways to vote on a resolution, the proxy
must not vote on that resolution on a show of hands.
The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and lodging
proxy forms. To vote by proxy, please complete, sign and return the enclosed Proxy Form. In order for
it to be valid, your Proxy Form (and any power of attorney under which it is signed) must be received at
one of the addresses given below by 11.00 a.m. (Perth time) on 3 November 2018. Any proxy form
received after that time will not be valid for the Meeting.
Online at www.investorvote.com.au
By mail Share Registry – Computershare Investor Services Pty Limited, GPO
Box 242, Melbourne Victoria 3001, Australia
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your Proxy Form and follow the prompts
Custodian voting For Intermediary Online subscribers only (custodians) please visit
www.intermediaryonline.com to submit your voting intentions.
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 Meeting or handed in at the 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 3 November 2018.
Salient Dates for shareholders on the South African Register
Record date to receive the notice of the Annual General Meeting Friday, 28 September 2018
Posting of notice of AGM Wednesday, 3 October 2018
Last date to trade to be eligible to vote Tuesday, 30 October 2018
Record date to be eligible to vote Friday, 2 November 2018
Annual General Meeting 05h00 SA time Monday, 5 November 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
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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) by no later than 4.00 p.m. (UK time) on 2 November 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 DI Holder is a CREST personal member or sponsored member or has appointed a voting
service provider, to procure that the CREST sponsor or voting service provider takes) such action as
shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time. In this regard, DI Holders and, where applicable, their CREST
sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
United Kingdom (Form of Instruction)
Alternatively, DI Holders can vote by completing, signing and returning the enclosed Form of Instruction
to the Company’s agent (3RA50) no later than 4.00 p.m. (UK time) on 2 November 2018.
CUSTODIAN VOTING
For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to
submit your voting intentions.
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Europa Metals Ltd ACN 097 532 137
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Shareholders of Europa Metals Ltd will be
held at 11.00 a.m. (Perth time) on Monday, 5 November 2018 at the offices of Minerva Corporate Pty
Limited, Level 8, 99 St Georges Terrace, Perth Western Australia 6000.
The Explanatory Statement to this Notice of Meeting provides additional information on the matters to
be considered at the 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.
The Board has determined, pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations
Regulations, that the persons eligible to vote at the Annual General Meeting are those who are
registered Shareholders of the Company at 4.00 p.m. (Perth time) on 2 November 2018.
Accordingly, transactions registered after that time will be disregarded in determining entitlements to
attend and vote at the Meeting.
AGENDA
FINANCIAL STATEMENTS AND DIRECTORS’ REPORT
The financial statements, Directors’ Report and Auditor’s Report for the year ended 30 June 2018 are
to be tabled.
RESOLUTIONS
1. Adoption of Remuneration Report (Non-binding)
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes the
remuneration report of the Company for the year ended 30 June 2018 be adopted."
The vote on this resolution is advisory only and does not bind the directors or the Company.
Voting Exclusion: In accordance with section 250(R) of the Corporations Act, a vote on this
Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key
Management Personnel, details of whose remuneration are included in the Remuneration
Report, or a Closely Related Party of such a member. However, a person described above may
cast a vote on this resolution if the vote is not cast on behalf of a person who is excluded from
voting on Resolution 1 (as set out above), and either:
(a) the person does so as a proxy appointed by writing that specifies how the proxy is to
vote on Resolution 1; or
(b) the person is the Chairman and the appointment of the Chairman as proxy:
(i) does not specify the way the proxy is to vote on Resolution 1; and
(ii) expressly authorises the Chairman to exercise the proxy even if Resolution 1
is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel.
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The Chairman intends to vote all available proxies IN FAVOUR of Resolution 1.
2. Re-election of Evan Kirby as a director
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
"That Mr Evan Kirby, having been appointed as a director in accordance with clause 11.11 of
the Constitution by resolution of the Board, retires in accordance with clause 11.3 of the
Constitution and Listing Rule 14.4 and being eligible, offers himself for election, be re-elected
as a director of the Company."
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 2.
3. Re-election of Colin Bird as a director
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
"That Mr Colin Bird, having been appointed as a director in accordance with clause 11.11 of
the Constitution by resolution of the Board, retires in accordance with clause 11.12 of the
Constitution and Listing Rule 14.4 and being eligible, offers himself for election, be re-elected
as a director of the Company."
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 3.
4. Re-election of Daniel Smith as a director
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary
Resolution:
"That Mr Daniel Smith, having been appointed as a director in accordance with clause 11.11 of
the Constitution by resolution of the Board, retires in accordance with clause 11.12 of the
Constitution and Listing Rule 14.4 and being eligible, offers himself for election, be re-elected
as a director of the Company."
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 4.
5. Ratification of 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 7.4 and for all other purposes, the Shareholders
ratify the prior issue of 727,118,650 Shares issued pursuant to ASX Listing Rule 7.1, at an
issue price of 0.0775 pence each and raising ~A$1 million on the terms and conditions set out
in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this resolution by the parties who
participated in the issue as noted in the Explanatory Memorandum or any associate of them.
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 vote all available proxies IN FAVOUR of Resolution 5.
6. Approval of 10% Placement Facility
To consider and, if thought fit, to pass, with or without amendment, the following as a Special
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Resolution:
“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the
Company (at the time of issue) calculated in accordance with the formula prescribed in Listing
Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion
The Company will disregard any votes cast in favour of the Resolution by or on behalf of any
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,
if the Resolution is passed and any associates of those persons. However, the Company will
not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directions on the Proxy Form, or, it is cast by the person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a direction on the
Proxy Form to vote as the proxy decides.
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 6.
BY ORDER OF THE BOARD
Daniel Smith
Director/Company Secretary
DATED 2 October 2018
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Europa Metals Ltd
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 Annual General Meeting to be held at the
offices of Minerva Corporate Pty Limited, Level 8, 99 St Georges Tce, Perth Western Australia 6000
at 11.00 a.m. (Perth time) on 5 November 2018.
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 Board believes to be
material to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice of
Meeting.
FINANCIAL STATEMENTS AND DIRECTORS’ REPORT
The Corporations Act requires the Directors' Report, the Auditor’s Report and the annual financial
report, including the financial statements, to be put before the Meeting. The Corporations Act does not
require a vote of Shareholders at the Meeting on the reports or statements. However, Shareholders
will be given an opportunity to raise questions on the reports and statements for the year ended 30 June
2018 at the Meeting.
1. RESOLUTION 1 – Adoption of Remuneration Report
The Remuneration Report is set out in the Directors’ Report in the Annual Report. The
Remuneration Report sets out the Company’s remuneration arrangements for the directors and
senior management of the Company.
In accordance with section 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to a non-binding vote of Shareholders at the Meeting. As Resolution 1
is “advisory only”, it does not bind the directors or the Company. If Resolution 1 is not passed,
the directors will not be required to alter any of the arrangements in the Remuneration Report.
However, the Board recognises that the Shareholder vote on Resolution 1 is an indication of
Shareholder sentiment and will have regard to the outcome of the vote and any discussion
when setting the remuneration practices of the Company.
Voting restriction where proxy is a member of Key Management Personnel
Pursuant to the Corporations Act, if you elect to appoint a member of Key Management
Personnel or any Closely Related Party as your proxy to vote on Resolution 1, you must direct
the proxy how they are to vote. Where you do not direct such persons on how to vote on
Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote which
will not be counted in relation to Resolution 1.
If the Chairman is appointed as your proxy (either directly or by default) and you have not
specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy
Form, you are considered to have provided the Chairman with an express authorisation for the
Chairman to vote the proxy in accordance with the Chairman's intention, even though
Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel of the Company.
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The Board unanimously recommends that you vote IN FAVOUR of Resolution 1.
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 1.
2. RESOLUTIONS 2, 3 and 4 – Re-election of Directors
Clause 11.3 of the Constitution provides that each year, at the annual general meeting, one-
third of the directors, or, if their number is not three or a multiple of three, then the number
nearest to one-third, must retire from office. A Director who retires in accordance with clause
11.3 of the Constitution is eligible for re-election.
Pursuant to clause 11.3 of the Constitution, Dr Evan Kirby retires by rotation at the Meeting
and, being eligible, has offered himself for re-election as a director of the Company.
Mr Colin Bird and Mr Daniel Smith were appointed as directors since the last annual general
meeting of the Company and, in accordance with clause 11.12 of the Constitution, they each
hold office until the next annual general meeting of the Company and are then eligible for re-
election. Accordingly, Mr Bird and Mr Smith offer themselves for election as directors.
In the event that Resolutions 2, 3 and 4 are passed, the Board will consist of Mr Colin Bird
(non-executive chairman), Laurence Read and Myles Campion (executive directors), Dr Evan
Kirby (non-executive director) and Daniel Smith (non-executive director and company
secretary).
A profile of each of Evan Kirby, Colin Bird and Daniel Smith is provided below.
2.1 Candidate Director’s Profile – Dr Evan Kirby Non-Executive Director
Dr Kirby is a metallurgist with over 31 years of international experience in the mining sector.
He has held senior management positions with Impala Platinum, Rand Mines and
Rustenburg Platinum Mines and worked as a director and technical consultant for a number
of mining companies.
Dr Kirby was appointed as a non-executive director of the Company on 31 March 2016.
Dr Kirby has an interest in Resolution 2 and refrains from making any recommendation as to
how Shareholders should vote on the Resolution. The Company’s remaining directors
recommend that Shareholders vote IN FAVOUR of Resolution 2.
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 2.
2.2 Candidate Director’s Profile – Mr Colin Bird Non-Executive Chairman
Mr Bird is a chartered mining engineer with extensive multi-commodity mine management
experience in Africa, Europe, Latin America and the Middle East. Mr Bird’s operational and
corporate experience, includes the development of the Jubilee Metals Group production
portfolio, concentrating on Platinum Group Metals in South Africa, in addition to the successful
sale of Kiwara plc. Kiwara plc was sold to First Quantum Minerals (TSX: FM) for US$260
million in November 2009, whilst its project was undertaking infill drilling at the Kalumbila
copper-nickel deposit in north-western Zambia.
Mr Bird was appointed as non-executive chairman of the Company on 12 January 2018.
Mr Bird has an interest in Resolution 3 and refrains from making any recommendation as to
how Shareholders should vote on the Resolution. The Company’s remaining directors
recommend that Shareholders vote IN FAVOUR of Resolution 3.
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 3.
2.3 Candidate Director’s Profile – Mr Daniel Smith Non-Executive Director
Mr Smith holds a BA, is a member of AICD & GIA, and has in excess of 10 years primary and
secondary capital markets expertise. As a director of Minerva Corporate Pty Limited, he has
advised on and been involved in a significant number of IPOs, RTOs and capital raisings on
both ASX and NSX. His key focus is on corporate governance and compliance, commercial
due diligence and transaction structuring, as well as ongoing investor and stakeholder
engagement.
Mr Smith is currently a director and company secretary of ASX-listed Lachlan Star Limited and
Hipo Resources Limited, and is Company Secretary for Taruga Minerals Limited, Love Group
Global Ltd, and Vonex Limited.
Mr Smith was appointed as a non-executive director and company secretary of the Company
on 16 January 2018.
Mr Smith has an interest in Resolution 4 and refrains from making any recommendation as to
how Shareholders should vote on the Resolution. The Company’s remaining directors
recommend that Shareholders vote IN FAVOUR of Resolution 4.
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 4.
3. RESOLUTION 5 – Ratification of Placement
3.1 Background
The Company announced on 10 August 2018 that it had raised approximately $980,000 by
way of the placement of 727,118,650 Shares at 0.0775 pence per Share to sophisticated and
professional investors (Placement).
Pursuant to ASX Listing Rule 7.4, Resolution 5 of the Notice of Annual General Meeting seeks
approval for the ratification of the Placement pursuant to ASX Listing Rule 7.1.
3.2 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 sets out an exception to ASX Listing Rule 7.1. It provides that where a
company in general meeting ratifies the previous issue of securities made pursuant to ASX
Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1)
those securities will be deemed to have been made with shareholder approval for the purpose
of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the
future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are
advised of the following particulars in relation to this resolution:
(a) Number of securities issued: 727,118,650 Shares issued pursuant to ASX Listing Rule
7.1.
(b) Price at which the securities under the Placement were issued: 0.0775 pence per
Share.
(c) Terms of the securities: The Shares are ordinary fully paid shares and rank equally in
all respects with the existing Shares on issue.
(d) Name of the subscribers: The subscribers are sophisticated and professional
investors. The subscribers are not related parties of the Company.
(e) Intended use of funds raised from Placement: The Company intends to utilise funds
from the Placement towards funding a planned phase 2 work programme at the
Company’s wholly owned Toral lead-zinc-silver project, located in the Province of
Leon, northern Spain, as well as providing additional general working capital for the
Group
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 5.
4. RESOLUTION 6 - Approval of 10% Placement Facility
4.1 Background
Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of their issued
share capital through placements in the 12 month period after an annual general meeting
(10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15%
placement capacity under Listing Rule 7.1.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the
S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is
an eligible entity.
The Company is now seeking Shareholder approval by way of a special resolution to have the
ability to issue Equity Securities under the 10% Placement Facility.
Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast
by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of
a corporate Shareholder, by a corporate representative).
The exact number of Equity Securities to be issued under the 10% Placement Facility will be
determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section
4.2(c) below).
The Company may use the 10% Placement Facility to fund its ongoing development.
The Directors of the Company believe Resolution 6 is in the best interests of the Company
and its Shareholders and unanimously recommend that Shareholders vote in favour of this
Resolution.
4.2 Description of Listing Rule 7.1A
(a) Shareholder approval
The ability to issue Equity Securities under the 10% Placement Facility is subject to
shareholder approval by way of a special resolution at an annual general meeting.
(b) Equity Securities
Any Equity Securities issued under the 10% Placement Facility must be in the same
class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has on issue one class of quoted Equity
Securities, being fully paid ordinary shares (ASX: EUZ).
(c) Formula for calculating 10% Placement Facility
Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder
approval at an annual general meeting may issue or agree to issue, during the 12
month period after the annual general meeting, a number of Equity Securities
calculated in accordance with the following formula:
(A x D) – E
A is number of shares on issue 12 months before the date of issue or agreement:
(a) plus the number of fully paid shares issued in the 12 months under an
exception in Listing Rule 7.2;
(b) plus the number of partly paid shares that became fully paid in the 12
months;
(c) plus the number of fully paid shares issued in the 12 months with
approval of holders of shares under Listing Rule 7.1 and 7.4. This does
not include an issue of fully paid shares under the entity’s 15%
placement capacity without shareholder approval;
(d) less the number of fully paid shares cancelled in the 12 months.
Note that A has the same meaning in Listing Rule 7.1 when calculating an
entity’s 15% placement capacity.
D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing
Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue
that are not issued with the approval of shareholders under Listing Rule 7.1 or
7.4.
(d) Listing Rule 7.1 and Listing Rule 7.4
The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to
the entity’s 15% placement capacity under Listing Rule 7.1.
At the date of this Notice, the Company has on issue 5,574,576,317 Shares and
therefore has a capacity to issue:
(i) subject to Shareholder approval being sought under Resolution 5, 836,186,447
Equity Securities under Listing Rule 7.1; and
(ii) subject to Shareholder approval being sought under Resolution 6, 557,457,631
Equity Securities under Listing Rule 7.1A.
The actual number of Equity Securities that the Company will have capacity to issue
under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in
accordance with the formula prescribed in Listing Rule 7.1A.2.
(e) Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less
than 75% of the volume weighted average price (VWAP) of Equity Securities in the
same class calculated over the 15 Trading Days on which trades in that class were
recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued or
agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in
paragraph (i) above, the date on which the Equity Securities are issued.
(f) 10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid
from the date of the annual general meeting at which the approval is obtained and
expires on the earlier to occur of:
(i) the date that is 12 months after the date of the annual general meeting at which
the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules
11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal
of main undertaking),
(10% Placement Period).
4.3 Listing Rule 7.1A
The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities under
Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15%
placement capacity under Listing Rule 7.1.
Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast
by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of
a corporate Shareholder, by a corporate representative).
4.4 Specific information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the
approval of the 10% Placement Facility as follows:
(a) The Equity Securities will be issued at an issue price of not less than 75% of the
VWAP for the Company’s Equity Securities over the 15 Trading Days on which trades
in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is
agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in
paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 6 is approved by Shareholders and the Company issues Equity
Securities under the 10% Placement Facility, the existing Shareholders’ voting power
in the Company will be diluted as shown in the below table (in the case of listed
Options, only if the listed Options are exercised). There is a risk that:
(i) the market price for the Company’s Equity Securities may be significantly
lower on the date of the issue of the Equity Securities than on the date of the
Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the
market price for the Company’s Equity Securities on the issue date or issued
for non-cash consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the issue of the Equity
Securities.
The below table shows the dilution of existing Shareholders on the basis of the current
market price of Shares and the current number of ordinary securities for variable “A”
calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this
Notice.
The table shows:
(i) two examples where variable “A” has increased, by 50% and 100%. Variable
“A” is based on the number of ordinary securities the Company has on issue.
The number of ordinary securities on issue may increase as a result of issues
of ordinary securities that do not require Shareholder approval (for example, a
pro rata entitlements issue or scrip issued under a takeover offer) or future
specific placements under Listing Rule 7.1 that are approved at a future
Shareholders’ meeting; and
(ii) two examples of where the issue price or ordinary securities has decreased by
50% (rounded up) and increased by 100% as against the current market
price.
Dilution example
Variable “A” in Dilution
Listing Rule
7.1A.2
$0.001 $0.002 $0.004
50% decrease in Issue 100% increase in Issue
Price Issue Price Price
Current 10% 557,457,631 Shares 557,457,631 Shares 557,457,631 Shares
Variable “A” Voting
Dilution
5,574,576,317
Shares
Funds
$557,457.63 $1,114,915.26 $2,229,830.52
raised
50% increase 10% 836,186,447 Shares 836,186,447 Shares 836,186,447 Shares
in current Voting
Variable “A Dilution
8,361,864,476
Shares Funds
raised $836,186.45 $1,672,372.89 $3,344,745.79
100% increase 10% 1,114,915,263 Shares 1,114,915,263 Shares 1,114,915,263 Shares
in current Voting
Variable “A” Dilution
11,149,152,634
Shares Funds
raised $1,114,915.26 $2,229,830.53 $4,459,661.05
The table has been prepared on the following assumptions:
(i) The Company issues the maximum number of Equity Securities available under the 10% Placement
Facility.
(ii) No listed Options (including any listed Options issued under the 10% Placement Facility) are
exercised into Shares before the date of the issue of the Equity Securities;
(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at
the time of issue. This is why the voting dilution is shown in each example at 10%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by
reason of placements under the 10% Placement Facility, based on the Shareholder’s holding at the
date of the Meeting.
(v) The table shows only the effect of the issue of Equity Securities under Listing Rule 7.1A, not under the
15% placement capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue
of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into
Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vii) The issue price is $0.002, being the closing price of the Shares on ASX on 1 October 2018.
(c) The Company will only issue the Equity Securities during the 10% Placement Period.
The approval under Resolution 6 for the issue of the Equity Securities will cease to be
valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a
significant change to the nature or scale of activities) or 11.2 (disposal of main
undertaking).
(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) non-cash consideration for the potential acquisition of new resources assets and
investments. In such circumstances the Company will provide a valuation of the
non-cash consideration as required by Listing Rule 7.1A.3; or
(ii) cash consideration. In such circumstances, the Company intends to use the
funds raised towards a potential acquisition of new assets or investments
(including expenses associated with such acquisition), continued exploration and
feasibility study expenditure on the Company’s current assets and/or general
working capital.
The Company will comply with the disclosure obligations under the Listing Rules 7.1A.4
and 3.10.5A upon the issue of any Equity Securities.
The Company’s allocation policy is dependent on the prevailing market conditions at the
time of any proposed issue pursuant to the 10% Placement Facility. The identity of the
allottees of the Equity Securities will be determined on a case-by-case basis having
regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not
limited to, rights issue or other issue in which existing security holders can
participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
The allottees under the 10% Placement Facility have not been determined as at the date
of the Notice but may include existing substantial Shareholders and/or new Shareholders
who are not related parties or associates of a related party of the Company.
Further, if the Company is successful in acquiring new resources assets or investments, it
is likely that the allottees under the 10% Placement Facility will be the vendors of the new
resources assets or investments.
(e) The Company previously obtained approval from its Shareholders pursuant to Listing
Rule 7.1A at its 2016 annual general meeting. During the 12 month period preceding 5
November 2018, being the date of the Meeting, the Company issued a total of
3,541,511,331 Equity Securities (consisting of 2,892,094,736 Shares and 649,416,595
options), representing approximately 132% of the total number of Equity Securities on
issue at the commencement of that 12 month period.
(f) Information relating to issues of Equity Securities by the Company in the 12 months prior
to 5 November 2018 is as follows:
Date of Number of Class of Names of Issue price If issued for cash – the
Appendix Equity Equity recipients or of Equity total consideration, what it
3B Securities Securities basis on which Securities was spent on and the
and recipients and intended use of any
summary of determined discount to remaining funds
terms the closing If issued for non-cash
market consideration – a
price on description of the
the trading consideration and the
day prior to current value of the
the issue consideration
8 370,499,858 Note 1 Shares issued to 0.05 pence $350,000
November unrelated per share The funds were raised for
2017 institutional and (15% project evaluation and
sophisticated discount). general working capital
investors. purposes.
22 May 1,794,476,22 Note 1 Shares issued to 0.0575 $1,800,000
2018 8 Note 2 unrelated pence per The funds were raised for
649,416,595 institutional and share (20% project evaluation and
sophisticated discount). general working capital
investors. Shares purposes.
Options issued to issued to
advisers of the directors in
Company. lieu of
Options issued to outstanding
Directors of the director
Company. fees.
10 August 727,118,650 Note 1 Shares issued to 0.0775 A$0.98 million
2018 unrelated pence per The funds were raised for
institutional and share project evaluation and
sophisticated general working capital
investors. purposes.
Notes: 1. Fully paid ordinary shares in the capital of the Company, ASX Code: EUZ (terms are set out in the Constitution).
2. Unlisted options exercisable at various prices within 3 years from issue.
The Company’s cash balance on 5 November 2017 was approximately $578,000. Cash raised
from issues in the previous 12 months totalled $3.1 million. The Company’s cash balance at the
date of this Notice is approximately $1.2 million. The remaining funds will be applied towards
advancing the Company’s Toral lead, zinc & silver project in Spain, and for general working
capital expenses.
A voting exclusion statement is included in the Notice. At the date of the Notice, the Company
has not approached any particular existing Shareholder or security holder or an identifiable
class of existing security holders to participate in the potential issue of the Equity Securities. No
existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.
GLOSSARY
In the Notice of Meeting and this Explanatory Statement:
$ means Australian dollars.
Annual General means the Annual General Meeting of Shareholders to be held at Level 8,
Meeting or 99 St Georges Terrace, Perth, Western Australia on Monday, 5
Meeting November 2018 at 11.00 a.m. (Perth time).
Annual Report means the Director’s Report, the Financial Statements and the Auditor’s
Report in respect to the financial year ended 30 June 2018.
AIM means the AIM market of the London Stock Exchange plc.
ASX means Australian Securities Exchange.
ASX Listing Rules means the official listing rules of the ASX.
Board means the current board of directors of the Company.
Chairman means the person appointed to chair the Meeting of the Company
convened by this Notice.
Closely Related has the meaning given in Section 9 of the Corporations Act.
Party
Company means Europa Metals Ltd ACN 097 532 137.
Constitution means the current constitution of the Company as at the date of the
Meeting.
Corporations means the Corporations Act 2001 (Cth).
Act
Corporations means the Corporations Regulations 2001 (Cth).
Regulations
DI Holders means holders of depositary interests in the Company.
Explanatory means the explanatory statement accompanying the Notice of Meeting.
Statement
Form of means, for DI Holders, the form of instruction enclosed with this Notice.
Instruction
Group Means the Company and a related body corproate of the Company as
defined under section 50 of the Corporations Act and any company in
respect of which the Company has voting power of not less than 20%.
Key means any person having authority and responsibility for planning,
Management directing and controlling the activities of the Company, directly or indirectly,
Personnel including any Director (whether executive or otherwise) of the Company.
Listing Rules means the official listing rules of ASX.
Notice of means this notice of Annual General Meeting including the Explanatory
Meeting or Statement.
Notice
Option Means an option to acquire a Share in the Company.
means a Resolution to be passed by a simple majority of Shareholders
Ordinary entitled to vote on the Resolution (in person, by proxy, by attorney or, in
Resolution the case of a corporate Shareholder, by a corporate representative).
Pence or p means Great British pence.
Proxy Form means, for Shareholders, the proxy form enclosed with this Notice.
Remuneration means the remuneration report of the Company for the year ended 30 June
Report 2018 contained in the Directors’ Report.
Resolution means a resolution set out in this Notice of Meeting.
Share means an ordinary share in the Company.
Shareholder means a holder of Shares in the Company
EUROPA METALS LTD
ACN 097 532 137
PROXY FORM
The Secretary
Europa Metals Ltd
By delivery: By post: By facsimile: Online via Investor Vote:
Computershare Investor Computershare Investor www.investorvote.com.au
Services Pty Limited, GPO Services Pty Limited, GPO +61 3 9473 2555
Box 242, Melbourne, Victoria Box 242, Melbourne,
3001, Australia Victoria 3001, Australia
Name of
Shareholder:
Address of
Shareholder:
Number of Shares
entitled to vote:
Please mark X 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 Meeting: (mark X)……………….
OR
If you are NOT appointing the 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 below:
………………………………………………………………………………………………………………….....
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 the office of Minerva Corporate Pty Limited, Level 8, 99 St Georges Terrace, Perth Western
Australia 6000 on Monday 5 November 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: Adoption of Remuneration Report .... ..... .....
Resolution 2: Re-election of Evan Kirby .... ..... .....
Resolution 3: Re-election of Colin Bird .... ..... .....
Resolution 4: Re-election of Daniel Smith .... ..... .....
Resolution 5: Ratification of Placement .... ..... .....
Resolution 6: Approval of 10% Placement Facility .... ..... .....
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 Secretary Director Director/Company 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.
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.
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: 03/10/2018 08:00:00 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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