Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
28 March 2025
GENERAL MEETING
NOTICE AND PROXY FORM
A General Meeting (Meeting) of Celsius Resources Limited (Celsius or the Company) will be held on
Monday, 28 April 2025 at 3:00pm (WST) at Level 5, 191 St Georges Terrace, Perth WA 6000.
The Notice of Meeting (Notice) can be viewed and downloaded at https://celsiusresources.com/investors/.
The Notice includes information on participating in the Meeting and the business to be considered at the
Meeting.
In accordance with section 110E of the Corporations Amendment (Meetings and Documents) Act 2022
(Cth), the Company will not be sending hard copies of the Notice unless a Shareholder has elected to receive
documents in hard copy. If you have not elected to receive documents in hard copy, you can still request a
hard copy of the Notice by contacting the Company Secretary by telephone on +61 8 6245 9438 or via email
at info@celsiusresources.com.au.
If you are unable to attend the Meeting, the Company strongly encourages shareholders to lodge a proxy
form prior to the Meeting. Shareholders can lodge their proxy by going to
https://investor.automic.com.au/#loginsah and logging in with your holder number (HIN/SRN), which you
can find on your enclosed personalised proxy form. Your proxy form must be received by 3:00pm (WST) 26
April 2025, being not less than 48 hours before the commencement of the Meeting. Any proxy forms
received after that time will not be valid for the Meeting.
The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you
should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser.
If you have any difficulties obtaining a copy of the Notice, please contact the Company’s share registry,
Automic, on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).
Yours faithfully
Julito Sarmiento
Executive Chairman
Celsius Resources Limited
Level 5, 191 St. Georges Terrace, Perth WA 6000
PO Box 7059, Cloisters Square PO, Perth WA 6850
P: +61 2 8072 1400 E: info@celsiusresources.com.au celsiusresources.com.au
Celsius Resources Limited
ACN 009 162 949
Notice of General Meeting
A General Meeting of the Company will be held as follows:
Time and date:
3:00pm (AWST) on Monday, 28 April 2025
Location:
Level 5, 191 St Georges Terrace, Perth WA 6000
The Notice of General Meeting should be read in its entirety.
If Shareholders are in doubt as to how to vote, they should seek advice from their suitably
qualified professional advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company
Secretary by telephone on +61 (2) 8072 1400.
Shareholders are urged to vote by lodging the Proxy Form
Celsius Resources Limited
ACN 009 162 949
(Company)
Notice of General Meeting
Notice is hereby given that a general meeting of Shareholders of Celsius Resources Limited (Company) will be
held at Level 5, 191 St Georges Terrace, Perth WA 6000 on 28 April 2025 at 3:00pm (AWST) (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The
Explanatory Memorandum and the Proxy Form are included as part of the Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that
the persons eligible to vote at the Meeting are those who are registered as Shareholders on 26 April 2025 at
3:00pm (AWST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1
Resolutions
Resolution 1 – Ratification of issue of 2024 Placement Securities
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, the
following:
‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
98,213,951 2024 Placement Shares and 49,106,976 2024 Placement Warrants on the terms and
conditions in the Explanatory Memorandum.’
Resolution 2 – Ratification of issue of Tranche 1 Placement Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, the
following:
‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
238,332,748 Tranche 1 Placement Shares on the terms and conditions in the Explanatory
Memorandum.’
Resolution 3 – Approval to issue Tranche 2 Placement Securities
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, the
following:
‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue
of up to 209,167,252 Tranche 2 Placement Shares and 223,750,000 Placement Options on the terms
and conditions in the Explanatory Memorandum.’
Page 2
Resolution 4 – Approval to issue Broker Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, the
following:
‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue
of up to 68,750,000 Broker Options on the terms and conditions in the Explanatory Memorandum.’
Resolution 5 – Approval to issue Related Party Placement Securities
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary
resolution, the following:
‘That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue
of the following Related Party Placement Securities:
(a)
up to 9,375,000 Related Party Placement Shares and 4,687,500 Related Party Placement
Options to Mark van Kerkwijk for consideration of $75,000; and
(b)
up to 9,375,000 Related Party Placement Shares and 4,687,500 Related Party Placement
Options to Paul Dudley for consideration of $75,000, 1
(or their respective nominee/s), on the terms and conditions in the Explanatory Memorandum.’
2
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
Resolution 1: by or on behalf of a person who participated in the issue of the 2024 Placement
Securities, including Silvercorp, or any of their respective associates, or their nominees.
Resolution 2: by or on behalf of a person who participated in the issue of the Tranche 1 Placement
Shares, including Silvercorp, or any of their respective associates, or their nominees.
Resolution 3: by or on behalf of any person who will obtain a material benefit as a result of the proposed
issue of the Tranche 2 Placement Securities, including Silvercorp, (except a benefit solely by reason of
being a holder of ordinary securities in the Company), or any of their respective associates.
Resolution 4: by or on behalf of Pac Partners and any other person who will obtain a material benefit
as a result of the proposed issue of the Broker Options (except a benefit solely by reason of being a
holder of ordinary securities in the Company), or any of their respective associates.
Resolution 5(a): by or on behalf of Mark van Kerkwijk and any other person who will obtain a material
benefit as a result of the proposed issue of those Related Party Placement Securities (except a benefit
solely by reason of being a holder of ordinary securities in the Company), or any of their respective
associates.
The Company and Mr Dudley have agreed that these Related Party Shares and Related Party Options will be issued in satisfaction of
$75,000 worth of accrued and unpaid fees.
1
Page 3
Resolution 5(b): by or on behalf of Paul Dudley and any other person who will obtain a material benefit
as a result of the proposed issue of those Related Party Placement Securities (except a benefit solely
by reason of being a holder of ordinary securities in the Company), or any of their respective associates.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chair to vote on the Resolution as the Chair decides;
or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an associate of a person excluded from voting, on the
Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
BY ORDER OF THE BOARD
Julito Sarmiento
Executive Chairman
Celsius Resources Limited
Dated: 28 March 2025
Page 4
Celsius Resources Limited
ACN 009 162 949
(Company)
Explanatory Memorandum
1.
Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting to be held at Level 5, 191 St
Georges Terrace, Perth WA 6000 at 3:00pm (AWST) on 28 April 2025.
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The
Explanatory Memorandum contains the terms and conditions on which the Resolutions will be
voted.
The Explanatory Memorandum includes the following information to assist Shareholders in
deciding how to vote on the Resolutions:
Section 2
Action to be taken by Shareholders
Section 3
Resolution 1 – Ratification of issue of 2024 Placement Securities
Section 4
Resolution 2 – Ratification of issue of Tranche 1 Placement Shares
Section 5
Resolution 3 – Approval to issue Tranche 2 Placement Securities
Section 6
Resolution 4 – Approval to issue Broker Options
Section 7
Resolution 5 – Approval to issue Related Party Placement Securities
Schedule 1
Definitions
Schedule 2
Summary of terms and conditions of Warrants
Schedule 3
Summary of terms and conditions of Options
A Proxy Form is made available at the end of the Explanatory Memorandum.
Page 5
2.
Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each
Shareholder has one vote for every fully paid ordinary Share held in the Company.
2.1
Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2
Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and
vote in person at the Meeting. The appointment must comply with the requirements of section
250D of the Corporations Act. The representative should bring to the Meeting evidence of their
appointment, including any authority under which it is signed.
2.3
Voting by proxy
Shareholders are encouraged to vote by completing a Proxy Form.
A Proxy Form is made available with this Notice. This is to be used by Shareholders if they wish
to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and
encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the
Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy
Form will not preclude a Shareholder from attending and voting at the Meeting in person or
virtually.
Please note that:
(a)
a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(b)
a proxy need not be a member of the Company; and
(c)
a member of the Company 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 votes.
The available Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
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:
(a)
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);
(b)
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;
Page 6
(c)
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
(d)
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).
Section 250BC of the Corporations Act provides that, if:
(a)
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;
(b)
the appointed proxy is not the Chair of the meeting;
(c)
at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,
on the resolution; and
(d)
either the proxy is not recorded as attending the meeting or 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.
Your proxy voting instruction must be received by 3:00pm (AWST) on 26 April 2025, being not
later than 48 hours before the commencement of the Meeting.
2.4
Chair's voting intentions
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention.
2.5
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must
be submitted by emailing the Company Secretary at info@celsiusresources.com.au by 21 April
2025.
Shareholders will also have the opportunity to submit questions during the Meeting in respect
to the formal items of business. In order to ask a question during the Meeting, please follow the
instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request
prior to a Shareholder asking a question that they identify themselves (including the entity name
of their shareholding and the number of Shares they hold).
2.6
Depositary Interest holders
Persons entitled to vote
The Form of Instruction (accompanying this Notice of Meeting) must be signed by the depositary
interest holder or an attorney duly authorised in writing and deposited at the office of the
Depositary, Computershare Investor Services PLC, located at The Pavilions, Bridgewater Road,
Page 7
Bristol BS99 6ZY by 5:00 pm (UK Time) on 23 April 2025. Any Form of Instruction received after
that time will not be valid for the Meeting.
CREST Voting
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).
To be effective, the CREST Voting Instruction must be transmitted so as to be received by the
Company’s agent (3RA50) no later than 5:00 pm (UK Time) on 23 April 2025. 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
Depositary Interest 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, Depositary Interest 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.
Page 8
3.
Resolution 1 – Ratification of issue of 2024 Placement Securities
3.1
General
On 11 December 2024, the Company announced that it had completed a placement raising
approximately £350,000 (before costs) (2024 Placement).
On 19 December 2024, the Company advised that substantial Shareholder, Silvercorp Metals
Inc. (Silvercorp), exercised its participation right to participate in the 2024 Placement on
equivalent terms to other subscribers in the 2024 Placement. As announced on 15 May 2023,
the Company agreed to provide Silvercorp with a reasonable opportunity to participate in future
equity offers in the Company on equivalent terms to other subscribers for a period of two years,
provided Silvercorp’s relevant interest in the Company does not fall below 10%.
To give effect to Silvercorp’s election to participate in the 2024 Placement, the Company and
Silvercorp executed a binding subscription agreement raising a further £42,855 (before costs)
under the 2024 Placement (2024 Subscription Agreement). A summary of the 2024
Subscription Agreement is in Section 3.2 below.
The 2024 Placement comprised the issue of:
(a)
98,213,951 Shares at an issue price of £0.004 each (2024 Placement Shares); and
(b)
49,106,976 free-attaching Warrants, on the basis of one (1) Warrant for every two (2)
2024 Placement Shares subscribed for and issued (2024 Placement Warrants),
in each case to unrelated parties without prior Shareholder approval under Listing Rule 7.1.
The Company issued the 2024 Placement Shares and 2024 Placement Warrants (together, the
2024 Placement Securities), as follows:
(a)
87,500,000 2024 Placement Shares and 43,750,000 2024 Placement Warrants on 16
December 2024; and
(b)
10,713,951 2024 Placement Shares and 5,356,976 2024 Placement Warrants on 20
December 2024.
Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue
of the 2024 Placement Securities.
3.2
Summary of material terms of 2024 Subscription Agreement
Pursuant to the terms of the 2024 Subscription Agreement, Silvercorp agreed to subscribe for
10,713,951 Shares at a subscription price of £0.004, together with one (1) free-attaching
Warrant for every two (2) Shares subscribed for and issued.
The 2024 Subscription Agreement otherwise contains terms and conditions (including standard
representations, warranties and indemnities) considered standard for an agreement of this
nature.
3.3
Listing Rules 7.1 and 7.4
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of
Equity Securities that a listed company can issue without the approval of its shareholders over
Page 9
any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that
period.
The issue of the 2024 Placement Securities does not fit within any of the exceptions to Listing
Rule 7.1 and, as they have not yet been approved by Shareholders, effectively uses up part of
the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company’s
capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1
for the 12-month period following the issue of the 2024 Placement Securities.
Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in
a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1
(and provided that the previous issue did not breach Listing Rule 7.1), those securities will be
deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.
The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the
flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in
Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.
If Resolution 1 is passed, 147,320,927 2024 Placement Securities will be excluded in calculating
the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity
Securities it can issue without Shareholder approval over the 12-month period following the
issue date.
If Resolution 1 is not passed, 147,320,927 2024 Placement Securities will continue to be
included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number
of Equity Securities the Company can issue or agree to issue without obtaining prior
Shareholder approval, to the extent of 147,320,927 2024 Placement Securities Equity Securities
for the 12-month period following the issue of those 2024 Placement Securities.
The Company confirms that Listing Rule 7.1 was not breached at the time the 2024 Placement
Securities were agreed to be issued.
3.4
Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in
relation to the ratification of the issue of the 2024 Placement Securities:
(a)
The 2024 Placement Securities were issued to a range of professional and
sophisticated investors, including Silvercorp, none of whom are a related party or a
Material Investor of the Company. The participants in the 2024 Placement were
identified through a bookbuild process, which involved Zeus Capital Limited (Zeus)
seeking expressions of interest to participate in the 2024 Placement from new and
existing contacts of the Company and clients of Zeus.
(b)
A total of 147,320,927 2024 Placement Securities were issued, as follows:
(i)
98,213,951 2024 Placement Shares; and
(ii)
49,106,976 2024 Placement Warrants,
each of which were issued within the Company’s 15% placement capacity permitted
under Listing Rule 7.1.
Page 10
3.5
(c)
The 2024 Placement Shares are fully paid ordinary Shares in the capital of the Company
and rank equally in all respects with the Company's existing Shares on issue. The 2024
Placement Warrants are exercisable at £0.005 per Warrant on or before 31 December
2026 and are otherwise subject to the terms and conditions summarised in Schedule 2.
(d)
The 2024 Placement Securities were issued as follows:
(i)
87,500,000 2024 Placement Shares and 43,750,000 2024 Placement Warrants
were issued on 16 December 2024; and
(ii)
10,713,951 2024 Placement Shares and 5,356,976 2024 Placement Warrants
were issued on 20 December 2024.
(e)
The 2024 Placement Shares were issued at £0.004 each. No funds were raised by the
issue of the 2024 Placement Warrants as they were issued on a free-attaching basis to
the 2024 Placement Shares.
(f)
The proceeds from the 2024 Placement have been applied towards general working
capital.
(g)
There are no other material terms to the agreement for the subscription of the 2024
Placement Securities. A summary of the 2024 Subscription Agreement is in Section 3.2
above.
(h)
A voting exclusion statement is included in the Notice.
Additional information
Resolution 1 is an ordinary Resolution.
The Board recommends that Shareholders vote in favour of Resolution 1.
4.
Resolution 2 – Ratification of issue of Tranche 1 Placement Shares
4.1
General
On 10 March 2025, the Company announced that it had secured firm commitments for a
placement raising approximately $3.3 million (before costs) (2025 Placement).
On 19 March 2025, the Company advised that substantial Shareholder, Silvercorp, exercised
its participation right to participate in the 2025 Placement on equivalent terms to other
subscribers in the 2025 Placement.
To give effect to Silvercorp’s election to participate in the 2025 Placement, the Company and
Silvercorp executed a binding subscription agreement raising a further $280,000 (before costs)
under the 2025 Placement (2025 Subscription Agreement). A summary of the 2025
Subscription Agreement is in Section 4.2 below.
The 2025 Placement comprised the following tranches:
(a)
238,332,748 Shares issued to unrelated parties under Listing Rule 7.1 without prior
Shareholder approval (Tranche 1 Placement Shares); and
(b)
up to 209,167,252 Shares (Tranche 2 Placement Shares) and up to 223,750,000 freePage 11
attaching Options, on the basis of one (1) Option for every two (2) Shares subscribed
for and issued under the 2025 Placement (Placement Options) to unrelated parties
subject to the prior receipt of Shareholder approval under Listing Rule 7.1 (the subject
of Resolution 3) (together, the Tranche 2 Placement Securities).
On 19 March 2025, the Company issued the Tranche 1 Placement Shares without prior
Shareholder approval under Listing Rule 7.1.
Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue
of the Tranche 1 Placement Shares.
4.2
Summary of material terms of 2025 Subscription Agreement
Pursuant to the terms of the 2025 Subscription Agreement, Silvercorp agreed to subscribe for
35,000,000 Shares at a subscription price of $0.008, together with one (1) free-attaching Option
for every two (2) Shares subscribed for and issued, as follows:
(a)
25,999,213 Shares issued under Listing Rule 7.1 without prior Shareholder; and
(b)
up to 9,000,787 Shares and up to 17,500,000 free-attaching Options subject to the prior
receipt of Shareholder approval under Listing Rule 7.1 (the subject of Resolution 3).
The 2025 Subscription Agreement otherwise contains terms and conditions (including standard
representations, warranties and indemnities) considered standard for an agreement of this
nature.
4.3
Listing Rules 7.1 and 7.4
A summary of Listing Rules 7.1 and 7.4 is in Section 3.2 above.
The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing
Rule 7.1 and, as they have not yet been approved by Shareholders, effectively uses up part of
the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company’s
capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1
for the 12-month period following the issue of the Tranche 1 Placement Shares.
The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the
flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in
Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.
If Resolution 2 is passed, 238,332,748 Tranche 1 Placement Shares will be excluded in
calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of
Equity Securities it can issue without Shareholder approval over the 12-month period following
the issue date.
If Resolution 2 is not passed, 238,332,748 Tranche 1 Placement Shares will continue to be
included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number
of Equity Securities the Company can issue or agree to issue without obtaining prior
Shareholder approval, to the extent of 238,332,748 Equity Securities for the 12-month period
following the issue of those Tranche 1 Placement Shares.
The Company confirms that Listing Rule 7.1 was not breached at the time the Tranche 1
Placement Shares were agreed to be issued.
Page 12
4.4
Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in
relation to the ratification of the issue of the Tranche 1 Placement Shares:
(a)
The Tranche 1 Placement Shares were issued to a range of new and existing
shareholders and institutional investors, none of whom are a related party of the
Company. Other than as set out below, none of the recipients of the Tranche 1
Placement Shares are a Material Investor. The participants in the 2025 Placement were
identified through a bookbuild process, which involved Pac Partners seeking
expressions of interest to participate in the 2025 Placement from new and existing
contacts of the Company and clients of Pac Partners.
In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company advises that
Silvercorp, a substantial Shareholder, was issued 25,999,213 Tranche 1 Placement
Share and, subject to the receipt of Shareholder approval under Resolution 3, will be
issued a further 9,000,787 Tranche 2 Placement Shares, which in aggregate comprised
more than 1% of the Company’s issued capital at the time of the agreement to issue
those Shares.
4.5
(b)
A total of 238,332,748 Tranche 1 Placement Shares were issued within the Company’s
15% placement capacity permitted under Listing Rule 7.1.
(c)
The Tranche 1 Placement Shares are fully paid ordinary Shares in the capital of the
Company and rank equally in all respects with the Company's existing Shares on issue.
(d)
The Tranche 1 Placement Shares were issued on 19 March 2025.
(e)
The Tranche 1 Placement Share
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