Announcement PDF ABN 95 009 162 949 NOTICE OF ANNUAL GENERAL MEETING TIME: 9:30am WST DATE: Monday 30 November, 2015 PLACE: Bentleys, Level 1, 12 Kings Park Road, West Perth This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+ 61 8) 9226 4500. CONTENTS PAGE Notice of Annual General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 6 Schedule 1 –Issues of Equity Securities since 30 November 2014 11 Glossary 12 TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE AND TIME OF MEETING The Annual General Meeting of the Shareholders of Celsius Coal Limited which this Notice of Annual General Meeting relates to will be held at Bentleys, Level 1, 12 Kings Park Road, West Perth on Monday 30 November, 2015 at 9:30am WST. YOUR VOTE IS IMPORTANT The business of the Meeting affects your shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the Annual General Meeting on the date and at the place set out above. VOTING ELIGIBILITY The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 9.30am WST on 28 November 2015. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, members are advised that: • each member has a right to appoint a proxy; • the proxy need not be a member of the Company; and • a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:  if proxy holders vote, they must cast all directed proxies as directed; and  any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details on these changes is set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:  the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and  if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and  if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and  if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if:  an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and  the appointed proxy is not the chair of the meeting; and  at the meeting, a poll is duly demanded on the resolution; and  either of the following applies: o the proxy is not recorded as attending the meeting; o the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. 2 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Celsius Coal Limited (ABN 95 009 162 949) (Company) will be held at Bentleys, Level 1, 12 Kings Park Road, West Perth on Monday 30 November 2015 at 9.30am WST. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 9.30am WST on 28 November 2015. The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Meeting. AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the financial report of the Company for the year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2015.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ALISTAIR MUIR To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Alistair Muir, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – RATIFICATION OF SHARE ISSUE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 122,393,512 Shares on the terms and conditions set out in the Explanatory Statement”. ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 5. RESOLUTION 4 – RATIFICATION OF SHARE ISSUE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 104,315,581 Shares on the terms and conditions set out in the Explanatory Statement”. ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 6. RESOLUTION 5 – RATIFICATION OF SHARE ISSUE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 111,019,842 Shares on the terms and conditions set out in the Explanatory Statement”. 3 ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 7. RESOLUTION 6 – RATIFICATION OF SHARE ISSUE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 12,077,300 Shares on the terms and conditions set out in the Explanatory Statement”. ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 8. RESOLUTION 7 – APPROVAL OF ISSUE OF SHARES TO DIRECTOR IN LIEU OF PAYMENT OF DIRECTORS’ FEES – BILL OLIVER 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, Shareholders approve the issue of up to the equivalent of $11,500 in ordinary fully paid shares, in lieu of Directors’ Fees for the period of 1 March 2014 to 31 January 2015, to Mr Bill Oliver, Non-Executive Director of the Company or his nominee(s) on the terms and conditions set out in the Explanatory Statement”. ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Bill Oliver (or his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (a) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 9. RESOLUTION 8 – APPROVAL OF ISSUE OF SHARES TO DIRECTOR IN LIEU OF PAYMENT OF DIRECTORS’ FEES – RANKO MATIC 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, Shareholders approve the issue of up to the equivalent of $91,182.35 in ordinary fully paid shares, in lieu of Directors’ Fees and Accounting and Company Secretarial Fees for the period of 1 February 2014 to 31 January 2015, to Mr Ranko Matic, Non-Executive Director of the Company or his nominee(s) on the terms and conditions set out in the Explanatory Statement”. ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ranko Matic (or his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i ) a member of the Key Management Personnel; or (ii ) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 10. RESOLUTION 9 – APPROVAL OF ISSUE OF SHARES TO DIRECTOR IN LIEU OF PART PAYMENT OF DIRECTORS FEES AND SALARY – ALISTAIR MUIR 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, Shareholders approve the issue of up to the equivalent of $74,050.15 in ordinary fully paid shares, in lieu of part payment of Directors Fees and Salary for the period of 1 March 2014 to 31 January 2015, to Mr Alistair Muir, Non-Executive of the Company or his nominee(s) on the terms and conditions set out in the Explanatory Statement”. 4 ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ranko Matic (or his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (c) the proxy is either: (i ) a member of the Key Management Personnel; or (ii ) a Closely Related Party of such a member; and (d) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (e) the proxy is the Chair; and (f) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 11. RESOLUTION 10 – APPROVAL OF 10% PLACEMENT FACILITY To consider and, if thought fit, to pass, with or without amendment, as a special resolution the following: “That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement .” Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. DATED: 21 OCTOBER 2015 BY ORDER OF THE BOARD ________________________ MR RANKO MATIC NON-EXECUTIVE DIRECTOR COMPANY SECRETARY CELSIUS COAL LIMITED 5 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Bentleys, Level 1, 12 Kings Park Road, West Perth on 30 November 2015 at 9.30am WST. 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 in the Notice of Meeting. 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.celsiuscoal.com.au. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 2.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 2.4 Proxy voting restrictions Shareholders appointing a proxy for this Resolution should note the following: If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution. If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member). You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel. If you appoint any other person as your proxy. You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form. 3. RESOLUTION 2 – RE-ELECTION OF ALISTAIR MUIR Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election. The Company currently has four Directors and accordingly one must retire. Mr Alistair Muir, the director longest in office since his last election, will retire by rotation at the Annual General Meeting and, being eligible, offers himself for re-election. Mr Muir was appointed to this role on 6 May 2013 and is considered to be an independent director by the Board. 6 Mr Muir has over 22 years experience in senior geological roles and leading major exploration and development projects. These have primarily been in the bulk commodity areas of steaming/coking coal and iron ore but with some significant experience in the sedimentary hosted uranium environment. Mr. Muir's coal experience extends over some 17 years initially working with major steaming coal development projects at the feasibility and operational level and later in a consulting capacity looking at a number of eastern seaboard steaming and coking coal projects both open pit and underground. His experience extends to all aspects of mine evaluation including optimisation of mining method, environmental, geotechnical, hydrogeological and financial evaluation. Mr. Muir is well versed in managing the regulatory environment including occupational health and safety. He has a strong track record in effective community engagement with a major focus on environmental sustainability. Mr. Muir has considerable experience in the building and management of a multi-disciplinary team in overseas environments. With recent MBA studies he has some of the latest thinking on organisational culture and team development. He is a member of the AusIMM and is appropriately experienced and credentialed to be recognized as being a competent person for JORC purposes. Mr. Muir has a Bachelor of Applied Science in Geology and a Graduate Diploma in Management with an MBA in progress. Mr Muir, will retire in accordance with clause 13.2 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders. The other Directors of the Company unanimously recommend the re-election of Mr Muir. 4. RESOLUTIONS 3 TO 6 – RATIFICATION OF SHARE ISSUES 4.1 General During the past 12 months, the Company entered into agreements with various creditors and ex-employees to issue shares in lieu of payment for amounts owed. These share issues occurred on the following dates:     December 2014 – 122,393,512 shares issued 7 May 2015 – 104,315,581 shares issued 21 May 2015 – 111,019,842 shares issued 8 September 2015 – 12,077,300 shares issued The above shares were all issued at $0.0009 utilising the placement capacity available to the Company under ASX Listing Rule 7.1 and 7.1A Resolutions 3 to 6 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. ASX Listing Rule 7.1A provides that an eligible Company may seek the approval of the Company’s holders of its ordinary securities by special resolution passed at an annual general meeting to have an additional capacity of 10%. This approval was sought and obtained by the Company at the 2014 annual general meeting on 28 November 2014. 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 7.1A (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 under ASX Listing Rule 7.4, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 4.2 Technical information required by ASX Listing Rule 7.4 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the proposed ratification of the shares issues: Date at which shares were issued 22 December 2014 7 May 2015 21 May 2015 8 September 2015 Number of shares issued: Price at which shares issued: Terms of the shares issued: Names of the persons shares issued to: Use of funds raised: 122,393,512 104,315,581 111,019,842 12,077,300 $0.0009 Same terms as existing fully paid ordinary shares Ex-employees that were not related parties of the entity No funds raised, with shares issued in lieu of cash payment to ex-employees $0.0009 Same terms as existing fully paid ordinary shares Various creditors that were not related parties of the entity No funds raised, with shares issued in lieu of cash payment to creditors $0.0009 Same terms as existing fully paid ordinary shares Various creditors that were not related parties of the entity No funds raised, with shares issued in lieu of cash payment to creditors $0.0009 Same terms as existing fully paid ordinary shares Various creditors that were not related parties of the entity No funds raised, with shares issued in lieu of cash payment to creditors 5. RESOLUTIONS 7 TO 9 – APPROVAL OF ISSUE OF SHARES IN LIEU OF PAYMENT OF DIRECTORS’ FEES AND PROFESSIONAL FEES 5.1 Background As announced to the market on 27 April 2015, the Directors of the Company have agreed to accept payment of amounts owed to them for Directors Fees and Professional fees in the form or shares, in order to conserve the Company’s working capital, as follows: The amounts owed to the Directors for the period of 1 February 2014 to 31 January 2015 is as follows: Director Amount owed in shares for Directors Fees/Salary Amount owed in shares for Professional Fees Total Amount owed in shares Bill Oliver $11,500.00 Nil $11,500.00 Ranko Matic $11,550.00 $79,632.35 $91,182.35 Alistair Muir $74,050.15 Nil $74,050.15 7 The Company seeks shareholder approval for the issue of: (a) up to that number of Shares, when multiplied by the issue price, will pay $11,500 to Bill Oliver in lieu of Directors’ Fees from 1 March 2014 to 31 January 2015; (b) up to that number of Shares, when multiplied by the issue price, will pay $91,182.35 to Ranko Matic in lieu of Directors’ Fees and Professional Fees from 1 February 2014 to 31 January 2015; (c) up to that number of Shares, when multiplied by the issue price, will pay $74,050.15 to Alistair Muir in lieu of Directors Fees and Salary from 1 March 2014 to 31 January 2015; Therefore, the Company has agreed, subject to obtaining Shareholder approval, to issue Shares (