TIDMOEX
RNS Number : 3962F
Oilex Ltd
16 November 2020
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ASX-RNS Announcement
16 November 2020
ASX: OEX
AIM: OEX
AGM - Notice of Meeting
Oilex Ltd (the Company) advises that its Annual General Meeting
will be held on Wednesday, 16 December 2020 at 10am WST at The
Amberley Boardroom, Level 3, IBM Building, 1060 Hay Street, West
Perth 6005.
Attached is a copy of the Notice of Meeting and Proxy Form.
For and on behalf of Oilex Ltd
Mark Bolton
Executive Director and Company Secretary
For further information, please contact:
Investor Enquires AIM Broker AIM Nominated Media Enquires
Oilex Ltd Novum Securities Adviser (UK)
Joe Salomon B roker Strand Hanson Vigo Communications
Managing Director Colin Rowbury Limited Public Relations
Email: oilex@oilex.com.au Email: Nominated Adviser Patrick d'Ancona/Chris
Tel: +61 8 9485 crowbury@novumsecurities.co Rory Murphy/Ritchie McMahon
3200 m Balmer Email:
Australia Tel: +44 20 7399 Email: patrick.dancona@vigocomms.c
9427 oilex@strandhanson.co.uk om
UK Tel: +44 20 7409 chris.mcmahon@vigocomms.com
3494 Tel:+ 44 20 7390
UK 0230 UK
9 November 2020
Dear Shareholder,
Oilex Ltd (Company) is convening its Annual General Meeting of
shareholders to be held on Wednesday, 16 December 2020 at 10am WST
(Meeting) at The Amberley Boardroom, Level 3, IBM Building, 1060
Hay Street, West Perth 6005.
In accordance with subsection 5(f) of the Corporations
(Coronavirus Economic Response) Determination (No.1) 2020, the
Company will not be dispatching physical copies of the Notice of
Meeting (NOM) to shareholders. Instead, a copy of the NOM can be
viewed and downloaded online at the following link:
https://www.oilex.com.au/announcements/
With regards to the COVID-19 pandemic, the company will adhere
to all social distancing measures prescribed by government
authorities at the Meeting, and all shareholders will need to
ensure they comply with protocols. We are concerned for the safety
and health of shareholders, staff, and advisers, so we have
therefore put in place certain measures including social distancing
requirements and limiting non-shareholder visitors.
A copy of our Proxy Form is enclosed for convenience. Proxy
votes may be lodged by any of the below methods:
i. By Post:
Oilex Ltd
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
ii. By Facsimile: +61 2 9287 0309
iii. By Hand:
Link Market Services Limited
QV1 Building, Level 12, 250 St Georges Terrace, Perth WA
6000
iv. Online:
Website: lodge online at www.linkmarketservices.com.au ,
instructions as follows:
Select 'Investor Login' and in the 'Single Holding' section
enter Oilex Ltd or the ASX code OEX in the Issuer name field, your
Holder Identification Number (HIN) or Security Reference Number
(SRN) (which is shown on the front of your proxy form), postcode
and security code which is shown on the screen and click 'Login'.
Select the 'Voting' tab and then follow prompts.
You will be taken to have signed your Proxy Form if you lodge it
in accordance with the instructions given on the website.
All meeting resolutions will be voted upon by poll. Shareholders
who intend to participate and vote on a poll at the Meeting must
attend the meeting in person.
Shareholders who do not wish to vote during the Meeting are
encouraged to appoint the Chair as proxy head of the Meeting.
Shareholders can complete the proxy form provided and give specific
instructions on how their vote is to be exercised on each item of
business and the Chair must follow these instructions. Instructions
on how to complete the proxy form are set out in the Notice.
Yours Sincerely
Mark Bolton
Executive Director and Company Secretary
Oilex Ltd
ABN 50 078 652 632
Notice of Annual General Meeting
Wednesday, 16 December 2020
at 10am (AWST)
at
Amberley Business Centre
Level 3, 1060 Hay Street, West Perth
Western Australia
Important: 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 9485 3200.
In accordance with subsection 5(f) of the Corporations
(Coronavirus Economic Response) Determination (No. 3) 2020, the
Company will not be dispatching physical copies of the Notice. For
shareholders that the Company has email addresses on records, the
Company will send a copy of this Notice and material relating to
the Meeting or provide a link to where the Notice and other
material can be viewed or downloaded by email. To the other
Shareholders, the Company will send a letter or postcard setting
out a URL for viewing or downloading the Notice and other material.
Shareholders can access a copy of the Notice at the following link:
www.oilex.com.au .
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Shareholders of Oilex Ltd (ABN 50 078 652 632) (Company) will be
held at Amberley Business Centre, Level 3, 1060 Hay Street, West
Perth, Western Australia on Wednesday, 16th December 2020 at 10am
(AWST), to conduct the business set out below.
COVID-19 Information
In light of the easing of restrictions on gatherings in Western
Australia, it is currently anticipated that the Meeting will be
held in person (and not by virtual means). The Company has taken
steps to ensure that all attendees will be able to participate in
the Meeting while maintaining their health and safety and abiding
by social distancing requirements.
Shareholders do not need to attend the Meeting in order to cast
their vote(s). The Company therefore recommends that Shareholders
who do not wish to attend the Meeting in person, but who wish to
vote, appoint the Chairman as their proxy ( and where desired,
direct the Chairman how to vote on a Resolution) rather than
attending in person.
If the Meeting cannot be held in person, the Company will make
additional arrangements as required.
Voting Eligibility
In accordance with regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the Company has determined that the
shareholding of each person for the purposes of determining
entitlements to attend and vote at the Annual General Meeting will
be the entitlement of that person set out in the Company's register
as at 4pm (AWST) on Monday, 14th December 2020. Accordingly,
transactions registered after this time will be disregarded in
determining entitlements to attend and vote at the Annual General
Meeting.
To vote in person, you must attend the Meeting at the time, date
and place set out above.
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.
CREST - Depositary Interests
Holders of Depositary Interests (DI Holders) are invited to
attend the Meeting but are not entitled to vote at the Meeting. For
their votes to be counted, DI Holders must either:
1. submit a CREST Voting Instruction to the Company's agent in
accordance with the instructions below; or
2. complete, sign and return the enclosed Form of Instruction to the Depositary,
by 4pm GMT on Wednesday, 9th December 2020. DI Holders who are
CREST members and who wish to issue an instruction through the
CREST electronic voting appointment service may do so by using the
procedures described in the CREST Manual (available from
https://my.euroclear.com/euilegal.html). CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST
sponsor or voting services provider(s), who will be able to take
the appropriate action on their behalf.
In order for instructions made using the CREST service to be
valid, the appropriate CREST message (a CREST Voting Instruction)
must be properly authenticated in accordance with the
specifications of Euroclear UK & Ireland Limited (EUI) and must
contain the information required for such instructions, as
described in the CREST Manual.
The message, regardless of whether it relates to the voting
instruction or to an amendment to the instruction given to the UK
Depositary must, in order to be valid, be transmitted so as to be
received by the issuer's agent (ID 3RA50) no later than 4pm GMT on
9(th) December 2020. 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 issuer's agent is able to retrieve the CREST Voting Instruction
by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that EUI 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 each CREST member concerned to take (or, if
the CREST member is a CREST personal member or sponsored member or
has appointed a voting service provider(s), to procure that the
CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a CREST Voting Instruction is
transmitted by means of the CREST service by any particular time.
In this regard, CREST members 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.
The Company may treat as invalid a CREST Voting Instruction in
the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Business of the Meeting
Financial and other reports
To receive and consider the Financial Report, together with the
declaration of the Directors, the Directors' Report (including the
Remuneration Report) and the Auditor's Report for the financial
year ended 30 June 2020.
In compliance with section 315 of the Corporations Act, these
reports are available in PDF format at the Investor Information
section of the Company's website at: www.oilex.com.au. If you wish
to receive hard copies of these reports, please send a written
request to the Company Secretary, at Level 1, 11 Lucknow Place,
West Perth, Western Australia, 6005.
The Explanatory Memorandum (attached) should be read in
conjunction with this Notice of Meeting.
Agenda
Resolution 1 - Election of Mr Mark Bolton as a Director
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution :
"That, for the purposes of Article 6.3(j) of the Constitution,
Listing Rule 14.4 and for all other purposes, Mr Mark Bolton, a
Director who was appointed on 1 April 2020, retires, and being
eligible, is elected as a Director on the terms and conditions in
the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Bolton, and a person who might obtain a benefit (except a
benefit solely in the capacity of a Shareholder) if the Resolution
is passed, and any associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 2 - 10% capacity to issue Shares under Listing Rule
7.1A
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That for the purposes of Listing Rule 7.1A and for all other
purposes, Shareholders approve the Company having the additional
capacity to issue 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 over a 12 month
period from the date of the Annual General Meeting, at a price no
less than that determined pursuant to Listing Rule 7.1A.3 and
otherwise on the terms and conditions set out in the Explanatory
Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Novum, any person who may participate in the proposed issue and a
person who might obtain a benefit (except a benefit solely in the
capacity of a Shareholder) if the Resolution is passed, and any
associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 3 - Adoption of Remuneration Report
To consider and, if thought fit, to pass the following
resolution as a non-binding ordinary resolution:
" That, for the purposes of section 250R(2) of the Corporations
Act and for all other purposes, approval is given for the adoption
of the Remuneration Report as contained in the Company's Annual
Report for the financial
year ended 30 June 2020 ."
Voting Exclusion
The Company will disregard any votes cast on the Resolution:
-- by or on behalf of a member of Key Management Personnel as
disclosed in the Remuneration Report;
-- by or on behalf of a Closely Related Party of a member of Key
Management Personnel; and
-- as a proxy by a member of Key Management Personnel or a Closely Related Party,
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Voting Prohibition
In accordance with section 250R of the Corporations Act, a vote
on this Resolution must not be cast by or on behalf of a member of
the Key Management Personnel whose remuneration details are
included in the Remuneration Report, or a Closely Related Party of
such member.
A vote may be cast by such person if the vote is not cast on
behalf of a person who is excluded from voting on this Resolution,
and:
(a) the person is appointed as proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b) the person is the Chair and the appointment of the Chair as
proxy does not specify the way the proxy is to vote on this
Resolution, but expressly authorises the Chair to exercise the
proxy even if this Resolution is connected with the remuneration of
a member of the Key Management Personnel.
Resolution 4 - Approval of issue of Remuneration Shares to Mr
Paul Haywood
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution :
"That, under and for the purposes of Listing Rule 10.11 and
section 195(4) of the Corporations Act, Shareholders approve the
issue of Remuneration Shares in lieu of up to GBP15,000 of
Director's fees to Mr Paul Haywood (or his nominees) 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 or on behalf of Mr Paul Haywood or his nominees or an
associate of that person (or those persons).
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Voting Prohibition
In accordance with section 250BD of the Corporations Act, a
person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if the proxy is either a member of
the Key Management Personnel or a Closely Related Party of such a
member; and the appointment does not specify the way the proxy is
to vote on this Resolution.
However, the above prohibition does not apply if the proxy is
the Chair; and 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.
Resolution 5 - Approval of issue of Remuneration Shares to Mr
Peter Schwarz
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution :
"That, under and for the purposes of Listing Rule 10.11 and
section 195(4) of the Corporations Act, Shareholders approve the
issue of Remuneration Shares in lieu of up to GBP15,000 of
Director's fees to Mr Peter Schwarz (or his nominees) 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 or on behalf of Mr Peter Schwarz or his nominees or
an associate of that person (or those persons).
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Voting Prohibition
In accordance with section 250BD of the Corporations Act, a
person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if the proxy is either a member of
the Key Management Personnel or a Closely Related Party of such a
member; and the appointment does not specify the way the proxy is
to vote on this Resolution.
However, the above prohibition does not apply if the proxy is
the Chair and 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.
Resolution 6 - Ratification of prior issue of Consultant
Shares
To consider and, if thought fit, to pass with or without
amendment, each as a separate ordinary resolution the
following:
"That under and for the purposes of Listing Rule 7.4 and for all
other purposes, Shareholders ratify the issue of 18,223,333
Consultant Shares to Fasken on the terms and conditions in the
Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Fasken and a person who might obtain a benefit (except a benefit
solely in the capacity of a Shareholder) if the Resolution is
passed, and any associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 7 - Ratification of prior issue of First Placement
Shares
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That under and for the purposes of Listing Rule 7.4 and for all
other purposes, Shareholders approve the issue of 250,000,000
Placement Shares at GBP0.0008 to Novum on the terms and conditions
in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Novum and any person who may participate in the proposed issue and
a person who might obtain a benefit (except a benefit solely in the
capacity of a Shareholder) if the Resolution is passed, and any
associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 8 - Ratification of prior issue of Second Placement
Shares
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That under and for the purposes of Listing Rule 7.4 and for all
other purposes, Shareholders approve the issue of 62,500,000
Placement Shares at GBP0.0008 to Lombard on the terms and
conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Lombard and any person who may participate in the proposed issue
and a person who might obtain a benefit (except a benefit solely in
the capacity of a Shareholder) if the Resolution is passed, and any
associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 9 - Ratification of prior issue of Advisor
Options
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That under and for the purposes of Listing Rule 7.4 and for all
other purposes, Shareholders ratify the issue of 15,000,000 Advisor
Options to Novum on the terms and conditions in the Explanatory
Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Novum, any person who may participate in the proposed issue and a
person who might obtain a benefit (except a benefit solely in the
capacity of a Shareholder) if the Resolution is passed, and any
associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 10 - Approval to issue Series C Options to Republic
for Series C Loan Facility
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That under and for the purposes of Listing Rule 7.1 and for all
other purposes, Shareholders approve the issue of 113,636,364
Series C Options at an exercise price of GBP0.0011 per Option to
Republic on the terms and conditions in the Explanatory
Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Republic, any person who may participate in the proposed issue and
a person who might obtain a benefit (except a benefit solely in the
capacity of a Shareholder) if the Resolution is passed, and any
associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 11 - Approval to issue Doyle-Peel Consideration
Shares
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That under and for the purposes of Listing Rule 7.1 and for all
other purposes, Shareholders approve the issue of 42,500,000 Shares
to Burgate on the terms and conditions in the Explanatory
Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Burgate, any person who may participate in the proposed issue and a
person who might obtain a benefit (except a benefit solely in the
capacity of a Shareholder) if the Resolution is passed, and any
associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
-- 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 this Resolution;
and
-- the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
By order of the Board
Mark Bolton
Company Secretary
9 November 2020
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Annual General Meeting to be held at Amberley
Business Centre, Level 3, 1060 Hay Street, West Perth, Western
Australia on Wednesday, 16th December 2020 at 10am (AWST).
This Explanatory Memorandum should be read in conjunction with
the accompanying Notice of Meeting.
Business of the Meeting
Financial and other reports
Section 317 of the Corporations Act requires the Directors of
the Company to put before the Annual General Meeting the Financial
Report, Directors' Report (including the Remuneration Report),
declaration of the Directors and the Auditor's Report for the
financial year that ended before the Annual General Meeting.
In accordance with section 250S of the Corporations Act,
Shareholders will be provided with a reasonable opportunity to ask
questions or make statements in relation to those reports but no
formal resolution to adopt the reports will be put to Shareholders
at the Annual General Meeting (save for Resolution 3 in respect of
the adoption of the Remuneration Report).
Shareholders will also be given a reasonable opportunity to ask
the Company auditor questions about the conduct of the audit and
the preparation and content of the auditor's report. In addition to
taking questions at the Annual General Meeting, written questions
to the Chair about the management of the Company, or the Company's
auditor about:
-- the preparation and content of the auditor's report;
-- the conduct of the audit;
-- accounting policies adopted by the Company in relation to the
preparation of the financial statements; and
-- the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Annual
General Meeting to the Company's registered office.
A copy of the Company's 2020 Annual Report is available in the
Investor Information section of the Company's website at:
www.oilex.com.au.
Resolutions
Resolution 1 - Election of Mr Mark Bolton as a Director
Article 6.2(b) of the Constitution allows the Directors to
appoint at any time a person to be a Director as an addition to the
existing Directors, but only where the total number of Directors
does not at any time exceed the maximum number specified by the
Constitution. Article 6.3(j) of the Constitution states that any
Director so appointed holds office only until the next following
Annual General Meeting and is then eligible for re-election (unless
such Director retired and was re-elected at a General Meeting
preceding the Annual General Meeting).
Listing Rule 14.4 similarly provides that a Director appointed
as an addition to the Board must not hold office (without
re-election) past the next annual general meeting of the
entity.
Mr Mark Bolton has provided the following information in
relation to his qualifications and experience:
Mr Bolton has significant experience in the resource sector in
Australia, having worked as Chief Financial Officer and Company
Secretary for a number of resource companies since 2003. Prior to
this, Mr Bolton worked with Ernst & Young as an Executive
Director in Corporate Finance. Mr Bolton has experience in the
areas of commercial management and the financing of resource
projects internationally. He also has extensive experience in
capital and equity markets in a number of jurisdictions including
ASX and AIM.
Mr Bolton joined the Oilex Board as an Executive Director on 1
April 2020.
Board recommendation
The Board (excluding Mr Bolton) recommends that Shareholders
vote in favour of Resolution 1.
Resolution 1 is an Ordinary Resolution.
The Chairperson intends to exercise all available proxies in
favour of Resolution 1.
Resolution 2 - 10% capacity to issue Shares under Listing Rule
7.1A
General
Resolution 2 is a special resolution which seeks Shareholder
approval for the issue of Equity Securities totalling up to 10% of
the issued capital of the Company under and in accordance with
Listing Rule 7.1A ("10% Placement Facility").
If Shareholders approve Resolution 2, the number of Equity
Securities the Eligible Entity may issue under the 10% Placement
Facility will be determined in accordance with the formula
prescribed in Listing Rule 7.1A.2 (as set out below).
The effect of this Resolution will be to allow the Company to
issue Equity Securities up to 10% of the Company's fully paid
ordinary securities on issue under the 10% Placement Facility
during the period up to 12 months after the Meeting, without
subsequent Shareholder approval and without using the Company's 15%
annual placement capacity granted under Listing Rule 7.1.
Resolution 2 is a Special Resolution. Accordingly, at least 75%
of votes cast by Shareholders present and eligible to vote at the
Meeting must be in favour of Resolution 2 for it to be passed.
Listing Rule 7.1A
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 any
12 month period to 15% of the fully paid ordinary securities it had
on issue at the start of that period.
Under Listing Rule 7.1A, however, an Eligible Entity can seek
approval from its members, by way of a special resolution passed at
its annual general meeting, to increase this 15% limit by an extra
10% to 25%.
An "Eligible Entity" is one that, as at the date of the relevant
Annual General Meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
The Company is an Eligible Entity as it is not included in the
S&P/ASX 300 Index and has a current market capitalisation of
A$8.24 million.
Any Equity Securities issued under Listing Rule 7.1A must be in
the same class as an existing class of quoted Equity Securities.
The Company currently has 1 class of quoted Equity Securities on
issue, being Shares (ASX Code: OEX).
Resolution 2 seeks shareholder approval by way of special
resolution for the Company to have the additional 10% capacity
provided for in Listing Rule 7.1A to issue equity securities
without shareholder approval.
If Resolution 2 is passed, the Company will be able to issue
equity securities up to the combined 25% limit in Listing Rules 7.1
and 7.1A without any further shareholder approval.
If Resolution 2 is not passed, the Company will not be able to
access the additional 10% capacity to issue equity securities to
issue equity securities without shareholder provided for in Listing
Rule 7.1A and will remain subject to the 15% limit on issuing
equity securities without shareholder approval set out in Listing
Rule 7.1.
Approval of the 10% Placement Facility is valid from the date of
the Annual General Meeting until the earlier of:
-- 12 months after the Annual General Meeting;
-- The time and date of the Company's next annual general meeting; and
-- the date shareholders approve a transaction under Listing
Rule 11.1.2 (significant change to the nature or scale of
activities) or 11.2 (disposal of main undertaking),
("10% Placement Period")
The exact number of Equity Securities that the Company may issue
under an approval under Listing Rule 7.1A will be calculated
according to the following formula:
(A x D) - E
Where:
A has the same meaning as in Listing Rule 7.1 when calculating
an entity's 15% placement capacity - i.e. the number of shares on
issue 12 months before the date of issue or agreement:
-- plus the number of fully paid shares issued in the 12 months
under an exception in Listing Rule 7.2 other than exceptions 9, 16
or 17;
-- plus the number of fully paid Equity Securities issued in the
relevant period on the conversion of convertible securities within
Listing Rule 7.2 exception 9 where:
(1) the +convertible securities were issued or agreed to be
issued before the commencement of the relevant period; or
(2) the issue of, or agreement to issue, the convertible
securities was approved, or taken under the Listing Rules to have
been approved, under rule 7.1 or rule 7.4,
-- plus the number of fully paid Equity Securities issued in the
relevant period under an agreement to issue securities within
Listing Rule 7.2 exception 16 where:
(1) the agreement was entered into before the commencement of the relevant period; or
(2) the agreement or issue was approved, or taken under these
rules to have been approved, under Listing Rule 7.1 or Listing Rule
7.4,
-- plus the number of any other Equity Securities issued in the
relevant period with approval under Listing Rule 7.1 or Listing
Rule 7.4,
-- plus the number of partly paid Equity Securities that became
fully paid in the relevant period,
-- less the number of fully paid Equity Securities cancelled in the relevant period;
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 the issue or agreement to issue where the issue or agreement has
not been subsequently approved by the holders of its ordinary
securities under Listing Rule 7.4 .
Technical information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the
information below is provided in relation to this Resolution 3:
Minimum price of securities issued under Listing Rule 7.1A -
Listing Rule 7.3A.1
The minimum price at which the Equity Securities may be issued
is 75% of the volume weighted average price of Equity Securities in
that class, calculated over the 15 ASX 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 10 ASX
trading days of the date in section (i) above, the date on which
the Equity Securities are issued.
Risk of economic and voting dilution - Listing Rule 7.3A.2
Any issue of Equity Securities under the 10% Placement Facility
will dilute the interests of Shareholders who do not receive any
Shares under the issue.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be
significantly lower on the issue date than on the date of the
Meeting; and
(ii) the Shares may be issued at a price that is at a discount
to the market price for those Shares on the date of issue,
which may have an effect on the amount of funds raised by the
issue or the value of the Equity Securities.
If Resolution 2 is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under the
10% Placement Facility, the potential economic and voting dilution
of existing Shares is shown in the following table.
The table following shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in Listing Rule
7.1A.2, on the basis of the current market price of Shares and the
current number of Shares on issue as at the date of this
Notice.
The table also shows the voting dilution impact where the number
of Shares on issue (Variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
Shares issued under the 10% Placement Facility.
Number of Shares on Issue
(Variable 'A' in Listing Rule Dilution
7.1A.2)*
Issue Price (per Share) $0.001 $0.002 $0.003
50% decrease in Issue Price Issue Price 50% increase in Issue Price
------------------------------------ ----------------------------- -------------- -----------------------------
4,119,629,999 Shares issued - 10% voting dilution 411,963,000 411,963,000 411,963,000
(Current Variable A)
------------------------------------ ----------------------------- -------------- -----------------------------
Funds raised $411,963 $823,926 $1,235,889
------------------------------------ ----------------------------- -------------- -----------------------------
6,179,444,998 Shares issued - 10% voting dilution 617,944,500 617,944,500 617,944,500
(50% increase in Variable A)
------------------------------------ ----------------------------- -------------- -----------------------------
Funds raised $617,944 $1,235,889 $1,853,833
------------------------------------ ----------------------------- -------------- -----------------------------
8,239,259,998 Shares issued - 10% voting dilution 823,926,000 823,926,000 823,926,000
(100% increase in Variable A)
------------------------------------ ----------------------------- -------------- -----------------------------
Funds raised $823,926 $1,647,852 $2,471,778
------------------------------------ ----------------------------- -------------- -----------------------------
*The number of shares on issue (variable A in the formula) could
increase as a result of the issue of shares that do not require
Shareholder approval (such as under a pro-rata rights issue or
scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1 or 7.4.
The table above uses the following assumptions:
1. There are currently 4,119,629,999 Shares on issue at the date
of this Notice and no further Shares are issued or convertible
securities are exercised or converted into Shares before the date
of the issues of Equity Securities.
2. The issue price set out above is the closing price of the
Shares on the ASX on 6 October 2020 of $0.002.
3. The Company issues the maximum possible number of Equity
Securities under the 10% Placement Facility.
4. The Company has not issued any Equity Securities in the 12
months prior to the Meeting.
5. The issue of Equity Securities under the 10% Placement
Facility consists only of Shares. If the issue of equity securities
includes options, it is assumed that these options are exercised
into Shares for the purposes of calculating voting dilution effect
on existing Shareholders.
6. The calculations above do not show the dilution that any one
particular Shareholder will be subject to. All Shareholders should
consider the dilution caused to their own shareholding depending on
their specific circumstances.
7. This table does not set out any dilution pursuant to
approvals under Listing Rule 7.1 or 7.4.
8. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
Purpose of Issue under 10% Placement Facility - Listing Rule
7.3A.4
The Company may only issue Equity Securities under the 10%
Placement Facility for cash consideration, in which case the
Company intends to use funds raised for activities associated with
its existing assets, the acquisition of new resources assets and
investments and general working capital.
The Company will comply with the disclosure obligations under
Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity
Securities pursuant to Listing Rule 7.1A.
Allocation policy under the 10% Placement Facility - Listing
Rule 7.3A.5
The Company's allocation policy for the issue of Equity
Securities under the 10% Placement Facility will be dependent on
the prevailing market conditions at the time of the proposed
placement(s).
The recipients of any Equity Securities which may be issued
under the 10% Placement Facility have not yet been determined.
However, the recipients of Equity Securities could consist of
current Shareholders or new investors (or both), none of whom will
be related parties of the Company.
The Company will determine the recipients at the time of the
issue under the 10% Placement Facility , having regard to the
following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the
Company at that time, including, but not limited to, an entitlement
issue or other offer where existing Shareholders may
participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not
limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new
resources, assets or investments, it is likely that the recipients
under the 10% Placement Facility will be vendors of the new
resources, assets or investments.
Previous Approval under Listing Rule 7.1A - Listing Rule
7.3A.6
The Company has previously obtained Shareholder approval under
Listing Rule 7.1A at its Annual General Meeting held on 27th
November 2019. In the 12 months preceding the date of the 2019
Annual General Meeting and as at the date of this Notice, the
Company has issued 1,241,565,516 Shares and this represents 43.1%
of the total number of Shares on issue at the commencement of that
12 month period. None of the Shares issued by the Company were
issued using the Listing Rule 7.1A capacity.
Details of each issue of Equity Securities by the Company during
the 12 months preceding the date of the 2020 Annual General Meeting
are set out in Schedule 1.
Voting Exclusion Statement
A voting exclusion statement is included in this Notice. As at
the date of this Notice, the Company has not invited any existing
Shareholder to participate in an issue of Equity Securities under
Listing Rule 7.1A. Therefore, no existing Shareholders will be
excluded from voting on Resolution 2.
Additional information
The Board recommends that Shareholders vote in favour of
Resolution 2.
Resolution 2 is a Special Resolution. Accordingly, at least 75%
of votes cast by Shareholders present and eligible to vote at the
Meeting must be in favour of Resolution 2 for it to be passed.
The Chair intends to exercise all available proxies in favour of
Resolution 2.
Resolution 3 - Adoption of Remuneration Report
Section 250R of the Corporations Act requires that a resolution
to adopt the Remuneration Report must be put to the vote at the
Annual General Meeting. The vote on this Resolution is advisory
only and does not bind the Directors or the Company. If Resolution
3 is not passed, the Directors will not be required to alter any of
the arrangements in the Remuneration Report.
The Remuneration Report is set out in pages 22 to 29 of the
Company's 2020 Annual Report, which is available on the Investor
Information section of the Company's website at
www.oilex.com.au.
In accordance with section 250SA of the Corporations Act,
Shareholders will be provided with a reasonable opportunity to ask
questions concerning, or make comments on, the Remuneration Report
at the Annual General Meeting.
The Directors will consider the outcome of the vote and comments
made by shareholders on the Remuneration Report at the Meeting when
reviewing the Company's remuneration policies.
Part 2G.2, Division 9 of the Corporations Act provides
Shareholders with the opportunity to remove the whole Board except
the Managing Director if the Remuneration Report receives a 'no'
vote of 25% or more (Strike) at two consecutive annual general
meetings.
Where a resolution on the Remuneration Report receives a Strike
at two consecutive annual general meetings, the Company will be
required to put to Shareholders at the second annual general
meeting a resolution (Spill Resolution) on whether another meeting
should be held (within 90 days) at which all Directors (other than
the managing director) who were in office at the date of approval
of the applicable Directors' Report must stand for re-election.
The Company's 2019 Remuneration Report did not receive a Strike
at the 2019 Annual General Meeting. If the Remuneration Report
receives a Strike at this Meeting, Shareholders should be aware
that a second Strike received at the 2021 annual general meeting
may result in the re-election of the Board.
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, then you must direct your proxy on 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 the Chair 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), then you do not need to direct
your proxy on how to vote on this Resolution. However, if you do
not direct the Chair on how to vote, you must mark the
acknowledgement on the Proxy Form to expressly authorise the Chair
to exercise his or 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, then you do
not need to direct your proxy on how to vote on this Resolution,
and you do not need to mark any further acknowledgement on the
Proxy Form.
Additional information
The Board recommends that Shareholders vote in favour of
Resolution 3.
Resolution 3 is an Ordinary Resolution.
The Chair intends to exercise all available proxies in favour of
Resolution 3.
Resolutions 4 and 5- Approval of issue of Remuneration Shares to
Directors
Background
With a view to conserving the Company's cash reserves, each of
the Company's non-executive Directors, Mr Paul Haywood and Mr Peter
Schwarz (together, the Non-Executive Directors) has agreed to have
part of their Director's fees for the period of 1 November 2019
through to 31 October 2020 paid through the issue of Shares in lieu
of cash payments (Remuneration Shares) as follows:
Non-Executive Annual Director Maximum % to Maximum Total
Director Fees (excluding be issued as Director Fees
superannuation) Remuneration to be issued
Shares as Remuneration
Shares
Paul Haywood GBP30,000 50% GBP15,000
----------------- -------------- -----------------
Peter Schwarz GBP30,000 50% GBP15,000
----------------- -------------- -----------------
The Remuneration Shares are to be issued on a quarterly basis,
or when deemed issuable by the Company, in respect of the
Director's fees payable for the preceding quarter. The deemed issue
price for any such Remuneration Shares will be the 10-Day VWAP up
to the applicable quarter ending 31 January 2020, 30 April 2020, 31
July 2020 and 31 October 2020
As the number of Remuneration Shares is based on the 10-Day
VWAP, the maximum number of Remuneration Shares which may be issued
is not certain. Accordingly, the following table is provided for
illustrative purposes only, based on the closing Share price on 6
October 2020 ($0.002) and a 50% premium ($0.003) and 50% discount
($0.001) to that price:
Maximum number of Remuneration
Shares
Deemed issue Paul Haywood(2) Peter Schwarz(2) Dilution
price Total to Shareholders(3)
---------------- -----------------
Closing price:
$ 0.002 13,547,688 13,547,688 27,095,376 0.66%
---------------- ----------------- ------------ --------------------
50% premium:
$ 0.003 9,031,792 9,031,792 18,063,584 0.44%
---------------- ----------------- ------------ --------------------
50% discount:
$ 0.001 27,095,376 27,095,376 54,190,751 1.32%
---------------- ----------------- ------------ --------------------
Notes:
1. Based on the closing price of the Company's Shares on 6 October 2020.
2. Based on an exchange rate of 1 AUD : 0.5536 GBP as of 6
October 2020 from the Reserve Bank of Australia.
3. Assuming no other Shares are issued.
Chapter 2E of the Corporations Act
For a public company to give a financial benefit to a related
party of the public company, the public company must:
(a) obtain the approval of the public company's members in the
manner set out in sections 217 to 227 of the Corporations Act;
and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an
exception set out in sections 210 to 216 of the Corporations
Act.
The issue of the Remuneration Shares constitutes giving a
financial benefit as the Non-Executive Directors are related
parties of the Company by virtue of being Directors.
The Board has considered the application of Chapter 2E of the
Corporations Act and has resolved that the reasonable remuneration
exception provided by Section 211 of the Corporations Act is
relevant in the circumstances and accordingly, the Company will not
seek approval for the issue of the Remuneration Shares pursuant to
Section 208 of the Corporations Act.
Listing Rule 10.11
The Company proposing to issue the Remuneration Shares to the
Directors in lieu of fees (the "Issue").
Listing Rule 10.11 provides that unless one of the exceptions in
Listing Rule 10.12 applies, a listed company must not issue or
agree to issue equity securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months
before the issue or agreement, a substantial (30%+) holder in the
company;
10.11.3 a person who is, or was at any time in the 6 months
before the issue or agreement, a substantial (10%+) holder in the
company and who has nominated a director to the board of the
company pursuant to a relevant agreement which gives them a right
or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules
10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person
referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in
ASX's opinion, the issue or agreement should be approved by its
shareholders,
unless it obtains the approval of its shareholders.
The Issue falls within Listing Rule 10.11.1 and does not fall
within any of the exceptions in Listing Rule 10.12. It therefore
requires the approval of the Company's shareholders under Listing
Rule 10.11.
Resolutions 4 and 5 seeks the required shareholder approval to
the Issue under and for the purposes of Listing Rule 10.11.
If Resolution 4 is passed, the Company will be able to proceed
with the Issue and will not have to pay Mr Haywood's Fees in
cash.
If Resolution 4 is not passed, the Company will not be able to
proceed with the Issue will have to pay Mr Haywood's Fees in
cash.
If Resolution 5 is passed, the Company will be able to proceed
with the Issue and will not have to pay Mr Schwarz's Fees in
cash.
If Resolution 5 is not passed, the Company will not be able to
proceed with the Issue will have to pay Mr Schwarz's Fees in
cash.
Approval under Listing Rule 7.1 is not required as Shareholder
approval is sought under Listing Rule 10.11. Accordingly, the issue
of the Remuneration Shares will not be included under the Company's
15% annual placement capacity pursuant to Listing Rule 7.1.
Specific information required by Listing Rule 10.13
Pursuant to and in accordance with Listing Rule 10.13 and the
waiver granted by ASX in respect of Listing Rule 10.13.5, the
following information is provided in relation to the approval of
the issue of the Remuneration Shares:
(a) The Remuneration Shares are proposed to be issued to Mr Paul
Haywood and Mr Peter Schwarz or their respective nominees. Mr
Haywood and Mr Schwarz are related parties of the Company by virtue
of being Non-executive Directors of the Company.
(b) As the number of Remuneration Shares which may be issued is
based on the 10-Day VWAP, the maximum number of Remuneration Shares
which may be issued is not known. The maximum value of the
Remuneration Shares to be issued to each of the Non-Executive
Directors, based on the 10-Day VWAP, is as follows:
(ii) Paul Haywood: GBP15,000; and
(ii) Peter Schwarz: : GBP15,000; and
The formula used to calculate the number of Remuneration Shares
to be issued to each Non-Executive Director will be calculated each
quarter using the following formula:
A = B/C
Where:
A = the number of Remuneration Shares to be issue to the
relevant Non-Executive Director that quarter;
B = the amount of quarterly Director's fees to be paid in shares
for the relevant Director; and
C = the relevant 10-Day VWAP to the end of the applicable
quarter.
(c) The Remuneration Shares will be issued within 12 months
after the date of this Meeting. The Company has received a waiver
from ASX in respect of Listing Rule 10.13.3 accordingly. The
conditions of the waiver are set out below.
(d) The deemed issue price per Remuneration Share will be equal
to the 10-Day VWAP for the relevant quarter and the Remuneration
Shares will be issued no later than 10 business days after the end
of the relevant quarter. The Company has received a waiver from ASX
in respect of Listing Rule 10.13.5 accordingly. The conditions of
the waiver are set out below.
(e) The Remuneration Shares will be fully paid ordinary shares
in the capital of the Company and rank equally in all respects with
the Company's existing Shares on issue.
(f) The Remuneration Shares will be issued for nil cash
consideration and therefore no funds will be raised from their
issue.
(g) Voting exclusion statements are included in the Notice.
(h) The Explanatory Memorandum includes a worked example of the
dilution that may occur to existing Shareholders as a result of the
issue of the Remuneration Shares at three different prices.
(i) The Company's annual report for any period during which the
Remuneration Shares are issued to Mr Paul Haywood and Mr Peter
Schwarz or their respective nominees, will disclose details of the
number of Remuneration Shares so issued, including the percentage
of the Company's issued capital represented by those Remuneration
Shares.
Conditions of ASX waivers
The waiver in respect of Listing Rule 10.13.5 was granted on the
following conditions:
(a) The Notice states that the Remuneration Shares will be
issued within 12 months after shareholder approval is obtained.
(b) The Remuneration Shares are issued no later than 10 business
days after the end of the relevant quarter.
(c) The Notice includes a worked example of the dilution that
will occur to existing shareholders of the Company as a result of
the issue of Remuneration Shares at three different prices.
(d) The Company's annual report for any period during which the
shares are issued to the Directors (or their nominees), discloses
details of the number of Remuneration Shares that were issued to
them, including the percentage of the Company's issued capital
represented by those Remuneration Shares.
(e) The terms of the waiver are immediately released to the Market.
The conditions described in paragraphs (a) - (c) (inclusive) are
satisfied in this Notice. The Company will ensure it satisfies the
condition described in paragraph (d) in its annual reports. The
Company complied with condition (e) on 6 November 2020.
Additional Information
Mr Jonathan Salomon and Mr Mark Bolton being the only continuing
Directors without an interest in Resolutions 4 and 5 recommends
that Shareholders vote in favour of Resolutions 4 and 5.
Resolutions 4 and 5 are Ordinary Resolutions.
The Chair intends to exercise all available proxies in favour of
Resolutions 4 and 5.
Resolution 6 - Ratification of issue of Consultant Shares
6.1 Background
On 17 July 2020, the Company agreed with Fasken, its legal
consultant to issue 18,223,333 shares (Consultant Shares) at
GBP0.0009 (0.18 AUD cents) in lieu of payment of GBP 16,401 for
legal fees.
The Company issued the Consultant Shares on 17 July 2020 under
its existing ASX Listing Rule 7.1 capacity
6.2 General
Resolution 6 seeks Shareholder approval under and for the
purposes of Listing Rule 7.4 for the ratification of the issue of
Consultant Shares.
6.3 Listing Rule 7.1
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 a
12 month period to15% of the fully paid ordinary shares it had on
issue at the start of that period.
The issue of the Consultant Shares does not fall within any of
those exceptions and, as it has not been approved by the Company's
shareholders, it effectively uses up part of the 15% limit in
Listing Rule 7.1, reducing the Company's capacity to issue further
equity securities without shareholder approval under Listing Rule
7.1 for the 12 months following the date of issue of the Consultant
Shares.
6.4 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to
approve an issue of equity securities after it has been made or
agreed to be made. If they do, the issue has been taken to have
been approved under Listing Rule 7.1 and so does not reduce the
company's capacity to issue further equity securities without
shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to
issue additional equity securities into the future without having
to obtain shareholder approval for such issues under Listing Rule
7.1.
If Resolution Number 6 is passed, the issue of the Consultant
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 date of issue of the Consultant
Shares.
If Resolution Number 6 is not passed, the issue of the
Consultant Shares will be included in calculating the Company's 15%
limit in Listing Rule 7.1, effectively decreasing the number of
equity securities it can issue without shareholder approval over
the 12 month period following the date of issue of the Consultant
Shares.
6.5 Specific information required by Listing Rule 7.5
Listing Rule 7.5 requires that the following information be
provided to Shareholders in relation to the issue of the Consultant
Shares:
(a) a total of 18,233,333 Consultant Shares were issued;
(b) the Consultant Shares were issued at GBP0.0009 (0.18 AUD
cents) per share on 17 July 2020;
(c) the Consultant Shares rank pari passu and are on the same
terms as existing shares on issue;
(d) the Consultant Shares were issued to legal advisors of the
Company, who were not a related parties of the Company;
(e) a voting exclusion statement is included in the Notice.
6.6 Additional information
(a) Resolution 6 is an ordinary resolution.
(b) The Board unanimously recommends that Shareholders vote in
favour of Resolution 6.
(c) The Chair intends to exercise all available proxies in favour of Resolution 6.
Resolution 7 - Ratification of prior issue of First Placement
Shares
7.1 Background
On 31 July 2020, the Company announced that it had entered an
equity capital raising to secure funding from clients of Novum,
Lombard and existing institutional shareholders of GBP0.25 million
(A$0.5 million) through the subscription of 312,500,000 new
shares.
The first component of the equity capital raising comprises a
subscription of 250,000,000 Shares at GBP0.0008 (0.144 AUD cents)
per share (First Placement Shares). The Company issued the First
Placement Shares on 10 August 2020 under its existing ASX Listing
Rule 7.1 capacity to clients of Novum none of whom were a related
party or substantial holder of the Company nor were issued in
excess of 1% of the Companies current issued capital .
7.2 General
Resolution 7 seeks Shareholder approval under and for the
purposes of Listing Rule 7.4 for the ratification of the issue of
the 250,000,000 First Placement Shares.
7.3 Listing Rule 7.1
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 a
12 month period to15% of the fully paid ordinary shares it had on
issue at the start of that period.
The issue of the First Placement Shares does not fall within any
of those exceptions and, as it has not been approved by the
Company's shareholders, it effectively uses up part of the 15%
limit in Listing Rule 7.1, reducing the Company's capacity to issue
further equity securities without shareholder approval under
Listing Rule 7.1 for the 12 months following the date of issue of
the First Placement Shares.
7.4 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to
approve an issue of equity securities after it has been made or
agreed to be made. If they do, the issue has been taken to have
been approved under Listing Rule 7.1 and so does not reduce the
company's capacity to issue further equity securities without
shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to
issue additional equity securities into the future without having
to obtain shareholder approval for such issues under Listing Rule
7.1.
If Resolution Number 7 is passed, the issue of the First
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 date of issue of the First
Placement Shares.
If Resolution Number 7 is not passed, the issue of the First
Placement Shares will be included in calculating the Company's 15%
limit in Listing Rule 7.1, effectively decreasing the number of
equity securities it can issue without shareholder approval over
the 12 month period following the date of issue of the First
Placement Shares.
7.5 Specific information required by Listing Rule 7.5
Listing Rule 7.5 requires that the following information be
provided to Shareholders in relation to the issue of the First
Placement Shares:
(a) a total of 250,000,000 First Placement Shares were issued;
(b) the First Placement Shares were issued at GBP0.0008 (0.144
AUD cents) per share on 10 August 2020;
(c) the First Placement Shares rank pari passu and are on the
same terms as existing shares on issue;
(d) the First Placement Shares were issued to clients of Novum
and existing shareholders of the Company, who were not related
parties of the Company;
(e) GBP0.20 million (A$0.4 million) was raised from the issue of
the First Placement Shares and the funds will be applied towards
the working capital and corporate requirements of the Company;
and
(f) a voting exclusion statement is included in the Notice.
8.6 Additional information
(a) Resolution 7 is an ordinary resolution.
(b) The Board unanimously recommends that Shareholders vote in
favour of Resolution 7.
(c) The Chair intends to exercise all available proxies in favour of Resolution 7.
Resolution 8 - Ratification of prior issue of Second Placement
Shares
8.1 Background
On 31 July 2020, the Company announced that it had entered an
equity capital raising to secure funding from clients of Novum,
Lombard and existing institutional shareholders of GBP0.25 million
(A$0.5 million) through the subscription of 312,500,000 new
shares.
The second component of the equity capital raising comprises a
subscription of 62,500,000 Shares at GBP0.0008 (0.144 AUD cents)
per share (Second Placement Shares). The Company issued the Second
Placement Shares on 10 August 2020 under its existing ASX Listing
Rule 7.1 capacity to Lombard.
8.2 General
Resolution 8 seeks Shareholder approval under and for the
purposes of Listing Rule 7.4 for the ratification of the issue of
the 62,500,000 Placement Shares issued on 10 August 2020.
8.3 Listing Rule 7.1
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 a
12 month period to15% of the fully paid ordinary shares it had on
issue at the start of that period.
The issue of the Second Placement Shares does not fall within
any of those exceptions and, as it has not been approved by the
Company's shareholders, it effectively uses up part of the 15%
limit in Listing Rule 7.1, reducing the Company's capacity to issue
further equity securities without shareholder approval under
Listing Rule 7.1 for the 12 months following the date of issue of
the Second Placement Shares.
8.4 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to
approve an issue of equity securities after it has been made or
agreed to be made. If they do, the issue has been taken to have
been approved under Listing Rule 7.1 and so does not reduce the
company's capacity to issue further equity securities without
shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to
issue additional equity securities into the future without having
to obtain shareholder approval for such issues under Listing Rule
7.1.
If Resolution Number 8 is passed, the issue of the Second
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 date of issue of the Second
Placement Shares.
If Resolution Number 8 is not passed, the issue of the Second
Placement Shares will be included in calculating the Company's 15%
limit in Listing Rule 7.1, effectively decreasing the number of
equity securities it can issue without shareholder approval over
the 12 month period following the date of issue of the Second
Placement Shares.
8.5 Specific information required by Listing Rule 7.5
Listing Rule 7.5 requires that the following information be
provided to Shareholders in relation to the issue of the Second
Placement Shares:
(a) a total of 62,500,000 Second Placement Shares were issued;
(b) the 62,500,000 Second Placement Shares were issued at
GBP0.0008 (0.1444 AUD cents) per share on 10 August 2020;
(c) the Second Placement Shares rank pari passu and are on the
same terms as existing shares on issue;
(d) the Second Placement Shares were issued to Lombard, who is
not a related party of the Company;
(e) GBP0.05 million (A$0.1 million) was raised from the issue of
the Second Placement Shares and the funds will be applied towards
the working capital and corporate requirements of the Company;
and
(f) a voting exclusion statement is included in the Notice.
8.6 Additional information
(a) Resolution 8 is an ordinary resolution.
(b) The Board unanimously recommends that Shareholders vote in
favour of Resolution 8.
(c) The Chair intends to exercise all available proxies in favour of Resolution 8.
Resolution 9 - Ratification of prior issue of Advisor
Options
9.1 Background
On 10 August 2020, the Company issued 15,000,000 Options to
Novum exercisable at GBP0.0008 with an expiry date of 12 August
2022 in consideration for advisory services provided by Novum to
the Company in connection with the First Placement (Advisor
Options).
The Advisor Options were issued using the Company's placement
capacity under Listing Rule 7.1.
9.2 General
Resolution 9 seeks the approval of Shareholders under and for
the purposes of Listing Rule 7.4 for the ratification of the issue
of the Advisor Options.
9.3 Listing Rule 7.1
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 a
12 month period to15% of the fully paid ordinary shares it had on
issue at the start of that period.
The issue of the Advisor Options does not fall within any of
those exceptions and, as it has not been approved by the Company's
shareholders, it effectively uses up part of the 15% limit in
Listing Rule 7.1, reducing the Company's capacity to issue further
equity securities without shareholder approval under Listing Rule
7.1 for the 12 months following the date of issue of the Advisor
Options.
9.4 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to
approve an issue of equity securities after it has been made or
agreed to be made. If they do, the issue has been taken to have
been approved under Listing Rule 7.1 and so does not reduce the
company's capacity to issue further equity securities without
shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to
issue additional equity securities into the future without having
to obtain shareholder approval for such issues under Listing Rule
7.1.
If Resolution Number 9 is passed, the issue of the Advisor
Options 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 date of issue of the Advisor
Options.
If Resolution Number 9 is not passed, the issue of the Advisor
Options will be included in calculating the Company's 15% limit in
Listing Rule 7.1, effectively decreasing the number of equity
securities it can issue without shareholder approval over the 12
month period following the date of issue of the Advisor
Options.
9.5 Specific information required by Listing Rule 7.5
Listing Rule 7.5 requires that the following information be
provided to Shareholders in relation to the issue of the Advisor
Options:
(a) a total of 15,000,000 Advisor Options were issued to Novum;
(b) the Advisor Options were issued for nil cash consideration,
in consideration for advisory services provided by Novum to the
Company in connection with the First Placement on 10 August
2020;
(c) the Advisor Options are exercisable at GBP0.0008 each on or
before 12 August 2022 and were otherwise issued on the terms and
conditions set out in Schedule 2;
(d) the Advisor Options were issued to Novum who is not a
related party of the Company;
(e) no funds were raised from the issue of the Advisor Options
as the Advisor Options were issued in consideration for advisory
services provided by Novum to the Company in connection with the
First Placement; and
(f) a voting exclusion statement is included in the Notice.
9.6 Additional information
(a) Resolution 9 is an ordinary resolution.
(b) The Board unanimously recommends that Shareholders vote in
favour of Resolution 9.
(c) The Chair intends to exercise all available proxies in favour of Resolution 9.
Resolution 10 - Approval for issue of Series C Options to
Republic for Series C Loan Facility
10.1 Background
On 3 February 2020, the Company announced that it entered into a
loan facility agreement with Republic, an existing shareholder who
is an exempt professional investor, to secure a new loan funding
facility of GBP125,000 (Republic Series C Loan).
On 31 July 2020,the Company announced that it was varying the
terms of the Series C Options to navigate the impact of Covid-19.
The Company agreed to reduce the exercise price to GBPGBP0.0011 per
option and change the number of Series C Variation Options issued
to 113,636,364.
A summary of key terms of the Series C Loan after the amendment
are outlined below:
Term: 31 October 2020
Interest Rate: 5%
Repayments 100% payable at maturity
Options Issued: 113,636,364 options over ordinary shares
Option Exercise Price: GBPGBP0.0011 per option
Option Expiry Date: On 29 January 2021
Security: Unsecured
Key Undertakings:
Not to dispose of assets having an aggregate value more than A$1
million
Not to incur any financial indebtedness more than A$50,000
Not to incur any aggregate payment or outgoing exceeding A$1
million (except for wages)
Customary additional provisions regarding events of default,
undertakings, covenants and representations and warranties remain
unchanged. The options, which if exercised in their entirety, will
result in a cash inflow to the Company of GBP125,000. The proceeds
from the conversion of options will be applied to the outstanding
Series C balance, which is fully drawn down.
The issue of the new options is subject to shareholder approval
under ASX Listing Rule 7.1 on or before 30 November 2020. Failure
to secure shareholder approval will require immediate repayment of
the Republic Series C Loan principal and accrued interest.
10.2 General
Resolution 10 seeks Shareholder approval under and for the
purposes of Listing Rule 7.1 to issue the Series C Options to
Republic (or its nominees) as consideration for the variation of
the Republic Series C Loan.
10.3 Listing Rule 7.1
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 a
12 month period to15% of the fully paid ordinary shares it had on
issue at the start of that period.
The issue of the Series C Options does not fall within any of
these exceptions and exceeds the 15% limit in Listing Rule 7.1. It
therefore requires the approval of the Company's shareholders under
Listing Rule 7.1.
If Resolution 10 is passed, the Company will be able to issue
the Series C Options and the Series C Loan will not be repayable
until 31 March 2021. In addition, the issue of the Series C Options
will be excluded from the calculation of the number of equity
securities that the Company can issue without shareholder approval
under Listing Rule 7.1.
If Resolution 10 is not passed, the Company will be required to
immediately repay the sum of GBP 125,000 being the loan principal
plus accrued interest under the Series C Loan to Lombard.
10.4 Specific information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the
following information is provided in relation to the potential
issue of the Series C Options:
(a) the maximum number of Series C Options that may be issued is 113,636,364;
(b) the Series C Options will be issued no later than 3 months
after the date of the Meeting and it is intended that issue of all
the Series C Options will occur on the same date;
(c) the Series C Options will be issued for nil cash
consideration, as consideration for the variation of the Loan
Agreement;
(d) the Series C Options will be issued to Republic (or its
nominees), none of whom is a related party of the Company;
(e) the Series C Options will be issued on the terms and
conditions set out in Schedule 3;
(f) no funds will be raised from the issue of the Series C
Options as the Series C Options will be issued as consideration for
the variation of the Republic Series C Loan; and
(g) a voting exclusion statement is included in the Notice.
10.5 Additional information
(a) Resolution 10 is an ordinary resolution.
(b) The Board recommends that Shareholders vote in favour of the Resolution 10.
(c) The Chair intends to exercise all available proxies in favour of Resolution 10.
Resolution 11 - Approval to issue Doyle-Peel Consideration
Shares
11.1 Background
On 23 December 2019, the Company announced it had entered into a
binding term sheet with Burgate Exploration and Production Ltd
(Burgate), to acquire a 100% participating interest in the
Doyle-Peel licence P2447 (Licence) in the East Irish Sea (Term
Sheet). Burgate holds a 100% participating interest in the Licence,
in the United Kingdom Seaward Production Licence (P2446, Blocks
113/22a and 113/27e).
Pursuant to the binding Term Sheet with Burgate, the Company
will acquire the Licence for consideration of:
a) payment of GBP60,000;
b) issue of 42,500,000 Shares in the Company with a deemed value
of GBP85,000 (Doyle-Peel Consideration Shares); and
c) overriding royalty to be paid on the following basis:
i. 0.5% of actual gross revenue from commercial production up to
the point when gross capital expenditures related to the
development of the licence have been fully recovered from net cash
flows ( Payback ); and
ii. following Payback, the royalty to be paid shall be 2.25% of actual gross revenues.
The completion of the acquisition of the Licence is subject to
the following conditions precedent by 31 December 2020:
a) the UK Oil and Gas Authority (OGA) approving the assignment
and transfer of the Licence from Burgate to the Company;
b) the execution of applicable documents necessary to transfer the Licence to the Company; and
c) the execution of a royalty agreement in a form acceptable to the parties.
11.2 General
Resolution 11 seeks Shareholder approval under and for the
purposes of listing Rule 7.1 to issue the Doyle-Peel Consideration
Shares to Burgate as partial consideration for the acquisition of
the Licence pursuant to the Term Sheet.
11.3 Listing Rule 7.1
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 a
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 Doyle-Peel Consideration Shares does not fall
within any of these exceptions and exceeds the 15% limit in Listing
Rule 7.1. It therefore requires the approval of the Company's
shareholders under Listing Rule 7.1.
If Resolution 11 is passed, the Company will be able to issue
the Doyle-Peel Consideration Shares and, subject to the
satisfaction of the conditions precedent outlined in Section 3.1
above, complete the acquisition of the Licence. In addition, the
issue of the Doyle-Peel Consideration Shares will be excluded from
the calculation of the number of equity securities that the Company
can issue without shareholder approval under Listing Rule 7.1.
If Resolution 11 is not passed, the Company will not be able to
issue the Doyle-Peel Consideration Shares and will not be able to
complete the acquisition of the Licence.
11.4 Specific information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the
following information is provided in relation to the potential
issue of the Doyle-Peel Consideration Shares:
a) the maximum number of Doyle-Peel Consideration Shares that may be issued is 42,500,000;
b) the Doyle-Peel Consideration Shares will be issued no later
than 3 months after the date of the Meeting and it is intended that
issue of all the Doyle-Peel Consideration Shares will occur on the
same date;
c) the Doyle-Peel Consideration Shares will be issued for nil
cash consideration, as partial consideration for the acquisition of
Doyle-Peel pursuant to the Term Sheet, and at a deemed issue price
of GBP0.002 per Share;
d) the Doyle-Peel Consideration Shares will be issued to
Burgate, none of whom is a related party of the Company;
e) the Doyle-Peel Consideration Shares will be fully paid
ordinary shares in the capital of the Company issued on the same
terms and conditions as the Company's existing Shares;
f) no funds will be raised from the issue of the Doyle-Peel
Consideration Shares as they will be issued as partial
consideration for the acquisition of Doyle-Peel pursuant to the
Term Sheet; and
g) a voting exclusion statement is included in the Notice.
10.5 Additional information
a) Resolution 11 is an ordinary resolution.
b) The Board recommends that Shareholders vote in favour of the Resolution 11.
c) The Chair intends to exercise all available proxies in favour of Resolution 11.
Glossary
Words which are defined in the Explanatory Memorandum have the
same meaning when used in this Notice of Meeting unless the context
requires otherwise. For assistance in considering the Notice of
Meeting and Explanatory Memorandum, the following words are defined
here:
$ means Australian Dollars.
GBP or GBP means Pound Sterling.
10% Placement Facility has the meaning given in the Explanatory
Memorandum for Resolution 2.
10-Day VWAP means the VWAP for Shares calculated over the 10
days on which trades of Shares are recorded on ASX before the
relevant date.
Annual General Meeting or Meeting means the annual general
meeting of the Company convened under the Notice of Meeting.
Annual Report means the Directors' Report, the Financial Report,
and Auditor's Report, in respect to the year ended 30 June
2020.
Article means an article of the Constitution.
ASX means ASX Limited ACN 008 624 691 and where the context
requires, the financial market operated by ASX Limited trading as
the Australian Securities Exchange.
Auditor's Report means the auditor's report on the Financial
Report.
AWST means Australian Western Standard Time, being the time in
Perth, Western Australia.
Board means the board of Directors of the Company.
Burgate means Burgate Exploration and Production Ltd.
Chair means the person appointed to chair the Meeting of the
Company convened by the Notice.
Closely Related Party of a member of the Key Management
Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the member,
in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001
(Cth) for the purposes of the definition of 'closely related party'
in the Corporations Act.
Company means Oilex Ltd (ABN 50 078 652 632).
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
CREST means the computerised settlement system (as defined in
the Uncertificated Securities Regulations 2001) in the United
Kingdom operated by Euroclear UK & Ireland Limited which
facilitates the transfer of title to shares in uncertificated
form.
CREST Manual means the manual relating to CREST issued by
Euroclear UK & Ireland Limited.
CREST Voting Instruction means a message which is sent using
CREST.
Depositary Interest means an interest representing a Share, as
issued by the UK Depositary and which enables the holder to hold
and settle transfers of Shares in CREST.
DI Holders means holders of a Depositary Interests.
Director means a director of the Company from time to time.
Directors' Report means the annual directors' report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
Eligible Entity has the meaning given in the Explanatory Memorandum for Resolution 2.
Equity Security has the same meaning as in the Listing
Rules.
EUI means Euroclear UK & Ireland Limited.
Explanatory Memorandum means the explanatory memorandum
accompanying this Notice of Meeting.
Fasken means Fasken Martineau LLP.
Financial Report means the annual financial report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
Form of Instruction means, for holders of CREST Depository
Interests, the form of instruction accompanying the Notice of
Meeting
GMT means Greenwich Mean Time.
Key Management Personnel has the same meaning as in the
accounting standards issued by the Australian Accounting Standards
Board and means those persons having authority and responsibility
for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the
consolidated entity, directly or indirectly, including any director
(whether executive or otherwise) of the Company, or if the Company
is part of a consolidated entity, of an entity within the
consolidated group.
Listing Rules means the listing rules of ASX.
Lombard means Lombard Bank Malta plc (Registered No. C1607).
Managing Director means the managing director of the Company who
may, in accordance with the Listing Rules, continue to hold office
indefinitely without being re-elected to the office.
Notice of Meeting or Notice means this notice of annual general
meeting.
Non-Executive Directors means Mr Paul Haywood and Mr Peter
Schwarz.
Novum means Novum Securities Limited.
Options means an unlisted option to acquire a Share.
Ordinary Resolution means a resolution passed by more than 50%
of the votes cast by members entitled to vote on the
resolution.
OSA means the Option and Sale agreement entered into between the
Company and the Vendors for the sale and purchase of the
Interests.
Placement has the meaning given in the Explanatory Memorandum for Resolution 7.
Placement Participants has the meaning given in the Explanatory Memorandum for Resolution 7.
Placement Shares has the meaning given in the Explanatory Memorandum for Resolution 7.
Proxy Form means the proxy form accompanying the Notice of
Meeting.
Remuneration Report means the remuneration report set out in the
Director's Report section of the Company's annual report for the
year ended 30 June 2020.
Remuneration Shares has the meaning given in the Explanatory
Memorandum for Resolutions 4 and 5.
Republic means Republic Investment Management Pte Ltd (Reg No:
200007039H).
Republic Options has the meaning given in Resolution 10.
Resolution means a resolution set out in the Notice of
Meeting.
Restricted Securities has the same meaning as in the Listing
Rules.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a holder of a Share.
Special Resolution means a resolution passed by more than 75% of
the votes cast by members entitled to vote on the resolution.
Spill Resolution has the meaning given in the Explanatory Memorandum for Resolution 3.
Strike means a 'no' vote of 25% or more on the resolution
approving the Remuneration Report.
UK Depositary means Computershare Investor Services Plc.
VWAP means volume weighted average price.
Schedule 1 - Previous Issues of Securities
Issue #1
Date of issue: 29 November 2019
------------------------------------
Number issued: 60,664,887
------------------------------------
Class/Type of equity security: Options
------------------------------------
Summary of terms: Pursuant to the Series B Loan
Agreement with Republic Investment
Management Pte Ltd
------------------------------------
Names of persons who received Republic Investment Management
securities or basis on which Pte Ltd
those persons were determined:
------------------------------------
Price: Nil
------------------------------------
Discount to market price (if N/A
any):
------------------------------------
For non-cash issue
------------------------------------
Non-cash consideration paid: Pursuant to the Series B Loan
Agreement
------------------------------------
Current value of that non-cash Nil
consideration:
------------------------------------
Issue #2
Date of issue: 31 December 2019
--------------------------------------
Number issued: 124,060,150
--------------------------------------
Class/Type of equity security: Shares
--------------------------------------
Summary of terms: Fully paid ordinary shares
--------------------------------------
Names of persons who received Lombard Bank, Republic Investment
securities or basis on which Management Pte Ltd, Novum Securities
those persons were determined: and B.D Limited of Malta
--------------------------------------
Price: $0.00266
--------------------------------------
Discount to market price (if
any): $0.00134
--------------------------------------
For cash issue
--------------------------------------
Total consideration received: $330,000
--------------------------------------
Amount of cash consideration
spent: $330,000
--------------------------------------
Use of cash consideration: Working Capital
--------------------------------------
Issue #3
Date of issue: 4 February 2020
-------------------------------------
Number issued: 166,666,667
-------------------------------------
Class/Type of equity security: Options
-------------------------------------
Summary of terms: Pursuant to the Series C Loan
Agreement with Lombard Bank and
Republic Investment Management
Pte Ltd
-------------------------------------
Names of persons who received Lombard Bank and Republic Investment
securities or basis on which Management Pte Ltd
those persons were determined:
-------------------------------------
Price: Nil
-------------------------------------
Discount to market price (if N/A
any):
-------------------------------------
For non-cash issue
-------------------------------------
Non-cash consideration paid: Pursuant to the Series C Loan
Agreement
-------------------------------------
Current value of that non-cash Nil
consideration:
-------------------------------------
Issue #4
Date of issue: 15 May 2020
---------------------------------
Number issued: 222,222,222
---------------------------------
Class/Type of equity security: Shares
---------------------------------
Summary of terms: Fully paid ordinary shares
---------------------------------
Names of persons who received Republic Investment Management
securities or basis on which Pte Ltd, TH Investments Pte Ltd
those persons were determined: and Novum Securities
---------------------------------
Price: GBP0.0009
---------------------------------
Discount to market price (if N/A
any):
---------------------------------
For cash issue
---------------------------------
Total consideration received: GBP200,000
---------------------------------
Amount of cash consideration GBP200,000
spent:
---------------------------------
Use of cash consideration: Working Capital
---------------------------------
Issue #5
Date of issue: 17 July 2020
-------------------------------
Number issued: 55,555,556
-------------------------------
Class/Type of equity security: Shares
-------------------------------
Summary of terms: Fully paid ordinary shares
-------------------------------
Names of persons who received Republic Investment Management
securities or basis on which Pte Ltd
those persons were determined:
-------------------------------
Price: GBP0.0009
-------------------------------
Discount to market price (if N/A
any):
-------------------------------
For cash issue
-------------------------------
Total consideration received: GBP50,000
-------------------------------
Amount of cash consideration GBP50,000
spent:
-------------------------------
Use of cash consideration: Working Capital
-------------------------------
Issue #6
Date of issue: 17 July 2020
----------------------------------
Number issued: 103,033,333
----------------------------------
Class/Type of equity security: Shares
----------------------------------
Summary of terms: Fully paid ordinary shares
----------------------------------
Names of persons who received Strand Hanson, Novum Securities,
securities or basis on which Vigo Communications, Vox Markets
those persons were determined: and Fasken Martineau
----------------------------------
Price: GBP0.0009
----------------------------------
Discount to market price (if N/A
any):
----------------------------------
For non-cash issue
----------------------------------
Non-cash consideration paid:: Services of consultants
----------------------------------
Current value of that non-cash GBP92,730
consideration:
----------------------------------
Issue #7
Date of issue: 10 August 2020
------------------------------
Number issued: 312,500,000
------------------------------
Class/Type of equity security: Shares
------------------------------
Summary of terms: Fully paid ordinary shares
------------------------------
Names of persons who received Novum Securities and Lombard
securities or basis on which Bank
those persons were determined:
------------------------------
Price: GBP0.0008
------------------------------
Discount to market price (if N/A
any):
------------------------------
For cash issue
------------------------------
Total consideration received: GBP250,000
------------------------------
Amount of cash consideration GBP250,000
spent:
------------------------------
Use of cash consideration: Working Capital and repayment
of debt
------------------------------
Issue #8
Date of issue: 31 July 2020
-----------------------------------
Number issued: 15,000,000
-----------------------------------
Class/Type of equity security: Options
-----------------------------------
Summary of terms: Pursuant to the advisory agreement
with Novum Securities
-----------------------------------
Names of persons who received Novum Securities
securities or basis on which
those persons were determined:
-----------------------------------
Price: Nil
-----------------------------------
Discount to market price (if N/A
any):
-----------------------------------
For non-cash issue
-----------------------------------
Non-cash consideration paid: Applied as part consideration
for the provision of services
-----------------------------------
Current value of that non-cash
consideration: $11,483 (1)
-----------------------------------
(1) The Company has valued the non-cash consideration, being the
issue of 15,000,000 options to Novum Securities at $0.000766 per
option representing a total valuation of $11,483. In determining
the value of the options, the Company has performed a Black-Scholes
calculation based on a volatility of 90.45% and a risk-free rate of
0.25%.
Schedule 2- Terms and conditions of Advisor Options
The following terms and conditions apply to the Advisor Options
(Advisor Options).
1. Each Advisor Option entitles the holder to subscribe for one
fully paid ordinary share in the capital of the Company (Share)
upon exercise of the Advisor Option.
2. The Advisor Options have an exercise price (Exercise Price)
of GBP0.0008 and expiry date (Expiry Date) of 5.00pm WST 12 August
2022.
An Advisor Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
3. The Advisor Options are exercisable at any time and from time
to time on or prior to the Expiry Date.
4. The Advisor Options will be unquoted.
5. The Advisor Options are not transferable, except with the
prior written approval of the Company.
6. The Advisor Options may be exercised by notice in writing to
the Company in the manner specified on the Advisor Option
certificate (Notice of Exercise) and payment of the Exercise Price
for each Advisor Option by electronic funds transfer or other means
of payment acceptable to the Company.
Any Notice of Exercise of an Advisor Option received by the
Company will be deemed to be a notice of the exercise of that
Advisor Option as at the date of receipt of cleared funds.
7. Cheques shall be made payable to the Company and crossed "Not
Negotiable". The application for Shares on exercise of the Advisor
Options with the appropriate remittance should be lodged at the
Company.
8. Shares issued on exercise of the Advisor Options rank equally
with the fully paid ordinary share capital of the Company.
9. Application will be made by the Company to ASX and AIM, on
the business day the Shares are issued, for quotation of the Shares
issued upon the exercise of the Advisor Options.
10. Within 15 business days after the later of the following:
i. receipt of a Notice of Exercise given in accordance with
these terms and conditions and payment of the Exercise Price for
each Advisor Option being exercised; and
ii. when excluded information in respect to the Company (as
defined in section 708A(7) of the Corporations Act) (if any) ceases
to be excluded information,
the Company will:
i. issue the Shares pursuant to the exercise of the Advisor Options;
ii. give ASX a notice that complies with section 708A(5)(e) of
the Corporations Act; and
iii. apply for official quotation on ASX and AIM of Shares
issued pursuant to the exercise of the Advisor Options.
11. There are no participation rights or entitlements inherent
in the Advisor Options and holders will not be entitled to
participate in new issues of capital offered to Shareholders during
the currency of the Advisor Options. However, the Company will
ensure that for the purposes of determining entitlements to any
such issue, the record date will be at least 3 business days after
the issue is announced. This will give the holders of Advisor
Options the opportunity to exercise their Advisor Options prior to
the date for determining entitlements to participate in any such
issue.
12. If the Company makes a bonus issue of Shares or other
securities to existing Shareholders (other than an issue in lieu or
in satisfaction of dividends or by way of dividend
reinvestment):
i. the number of Shares which must be issued on the exercise of
an Advisor Option will be increased by the number of Shares which
the Advisor Option holder would have received if the Advisor Option
holder had exercised the Advisor Option before the record date for
the bonus issue; and
ii. no change will be made to the Exercise Price.
13. If the Company makes an issue of Shares pro rata to existing
Shareholders (other than as a bonus issue, to which paragraph 12
will apply) there will be no adjustment of the Exercise Price of an
Advisor Option or the number of Shares over which the Options are
exercisable.
14. If there is any reorganisation of the issued share capital
of the Company, the rights of the Advisor Option holders will be
varied in accordance with the Listing Rules.
Schedule 3- Terms and conditions of Series C Options
The following terms and conditions apply to the Series C
Options.
(Defined terms): Capitalised terms used in this Schedule have
the meanings given in the Agreement unless expressly defined
otherwise.
(Entitlement): Each Series C Option entitles the holder (Holder)
to subscribe for one Share upon exercise of the Series C
Option.
(Issue Price): No cash consideration is payable for the issue of
the Series C Options.
(Exercise Price): The Series C Options have an exercise price of
GBP 0.0011 each (Exercise Price).
(Expiry Date): The Series C Options expire at 5:00pm (WST) on 29
January 2021 (Expiry Date). An Series C Option not exercised before
the Expiry Date will automatically lapse on the Expiry Date.
(Exercise Period): The Series C Options are exercisable at any
time and from time to time on or prior to the Expiry Date.
(Quotation of the Series C Options): The Company will not apply
for quotation of the Series C Options on ASX, unless the Board
resolves otherwise in its sole discretion.
(Transferability of the Series C Options): The Series C Options
are transferable with the prior written approval of the
Company.
(Notice of Exercise): The Series C Options may be exercised by
notice in writing to the Company in the manner specified on the
Series C Option certificate or as otherwise agreed with the Company
(Notice of Exercise) and payment of the Exercise Price for each
Series C Option being exercised in Australian currency by
electronic funds transfer or other means of payment acceptable to
the Company (including without limitation, as a set-off against the
Principal Amount and any accrued interest outstanding).
(Exercise Date): A Notice of Exercise is only effective on and
from the later of the date of receipt of the Notice of Exercise and
the date of receipt of the payment of the Exercise Price for each
Series C Option being exercised in cleared funds (Exercise
Date).
(Issue of Shares on exercise): Within 5 Business Days after the
Exercise Date, the Company will:
i. allot and issue the number of Shares required under these
terms and conditions in respect of the number of Series C Options
specified in the Notice of Exercise and for which cleared funds
have been received by the Company;
ii. if required, give ASX a notice that complies with section
708A(5)(e) of the Corporations Act; and
iii. if admitted to the official list of ASX at the time, apply
for official quotation on ASX of Shares issued pursuant to the
exercise of the Options.
iv. If the Company is unable to deliver a notice under paragraph
Error! Reference source not found. or such a notice for any reason
is not effective to ensure that an offer for sale of the Shares
does not require disclosure to investors, the Company will lodge
with ASIC a "cleansing prospectus" prepared in accordance with the
Corporations Act and do all such things necessary to satisfy
section 708A(11) of the Corporations Act to ensure that an offer
for sale of the Shares does not require disclosure to investors.
Where a "cleansing prospectus" is required, any Shares issued on
exercise of Options will be subject to a holding lock until such
time as a prospectus is issued by the Company. The Company must
issue the prospectus by no later than 30 days after the date of
issue of the Shares, or such later date as is agreed with the
Holder.
(Shares issued on exercise ): Shares issued on exercise of the
Series C Options rank equally with the then Shares of the
Company.
(Adjustment for bonus issues of securities): If the Company
makes a bonus issue of Shares or other securities to existing
Shareholders (other than an issue in lieu or in satisfaction of
dividends or by way of dividend reinvestment):
i. the number of Shares which must be issued on the exercise of
an Series C Option will be increased by the number of Shares which
the Holder would have received if the Holder had exercised the
Series C Option before the record date for the bonus issue; and
ii. no change will be made to the Exercise Price.
(Adjustment for Entitlements Issue) If the Company makes an
issue of Shares pro rata to existing Shareholders (other than as a
bonus issue, to which paragraph Error! Reference source not found.
will apply) there will be no adjustment of the Exercise Price of a
Series C Option or the number of Shares over which the Series C
Options are exercisable.
(Participation in new issues): There are no participation rights
or entitlements inherent in the Series C Options and holders will
not be entitled to participate in new issues of capital offered to
Shareholders during the currency of the Series C Options without
exercising the Series C Options.
(Reconstruction of capital): If at any time the issued capital
of the Company is reconstructed, all rights of an Series C Option
holder are to be changed in a manner consistent with the
Corporations Act and the Listing Rules at the time of the
reconstruction.
(Constitution) Upon the issue of Shares on exercise of the
Series C Options, the Holder agrees to be bound by the Company's
Constitution.
Voting by Proxy
1. A Proxy Form is enclosed with this Notice of Meeting.
2. Each member who is entitled to attend and cast a vote at the
Annual General Meeting may appoint a proxy. A proxy need not be a
member.
3. A member who is entitled to cast 2 or more votes at the
Annual General Meeting may appoint either 1 or 2 proxies. If you
wish to appoint 2 proxies you must use a separate proxy form for
each proxy and indicate the percentage of your voting rights or the
number of shares that each proxy is appointed in respect of, on the
proxy forms. If you wish to appoint more than 1 proxy you should
photocopy the enclosed proxy form or request an additional proxy
form to be sent to you. Where a member appoints 2 proxies and does
not specify the proportion or number of the member's votes, each
proxy may exercise half of the member's rights.
4. An instrument appointing a proxy may not be treated as valid
unless the instrument, and the power of attorney or other authority
(if any) under which the instrument is signed or proof of the power
or authority to the satisfaction of the Directors, is or are:
-- deposited at the Company's share registry, Link Market
Services Limited, 1A Homebush Bay Drive, Rhodes, New South Wales,
2138, Australia;
-- sent by facsimile to the Company's share registry at fax number +61 (02) 9287 0309;
-- sent by mail to the Company's share registry at the following
address: Oilex Ltd, C/- Link Market Services Limited, Locked Bag
A14, Sydney South, New South Wales, 1235, Australia: or
-- lodged online with the Company's share registry by visiting
www.linkmarketservices.com.au. Select 'Investor Login'. Refer to
"Single Holding" and enter Oilex Ltd or the ASX code (OEX) in the
Issuer name field, your Security Reference Number (SRN) or Holder
Identification Number (HIN) (which is shown on the front of your
proxy form), postcode and security code which is shown on the
screen and click 'Login'. Select 'Vote' under the 'Action' header
and then follow the prompts. You will be taken to have signed your
Proxy Form if you lodge it in accordance with the instructions
given on the website,
by 10am (AWST) on 14 December 2020 (or, in the case of any
adjournment of the Annual General Meeting, by no later than 48
hours before the time of the adjourned meeting), at which the
person named in the instrument proposes to vote.
5. An instrument appointing a proxy must be in writing under the
hand of the appointer or of the appointer's attorney duly
authorised in writing or, if the appointer is a body corporate,
either under its common seal if it has a common seal, or under the
hand of an officer or duly authorised attorney or duly authorised
representative.
6. A body corporate which is a Shareholder, or which has been
appointed as a proxy, may appoint an individual to act as its
representative at the Annual General Meeting. The appointment must
comply with section 250D of the Corporations Act. The
representative should bring evidence of their appointment to the
Annual General Meeting, including authority under which their
appointment is signed, unless previously given to the Company.
7. Shareholders and their proxies should be aware 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.
8. 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).
If a proxy is also a Shareholder, section 250BB(1) does not
affect the way that the person can cast any votes that hold as a
Shareholder.
9. 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:
- 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
10. Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)
In accordance with sections 250BD and 250R of the Corporations
Act, votes on Resolutions 4 and 5 must not be cast (in any
capacity) by, or on behalf of:
-- a member of the Key Management Personnel; or
-- a Closely Related Party of such member.
However, a person described above may cast a vote on Resolution
4 and 5 if the vote is not cast on behalf of a person who is
excluded from voting on the relevant Resolution and:
-- the person is appointed as proxy by writing that specifies
the way the proxy is to vote on the Resolution; or
-- the person is the Chair and the appointment of the Chair as
proxy does not specify the way the proxy is to vote on the
resolution, but expressly authorises the Chair to exercise the
proxy even if the Resolution is connected with the remuneration of
a member of the Key Management Personnel.
11. 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 on the Proxy Form.
If the Chair is appointed as your proxy and you have not
specified the way the Chair is to vote on Resolutions 4 and 5 by
signing and returning the Proxy Form, you are considered to have
provided the Chair with an express authorisation for the Chair to
vote the proxy in accordance with the Chair's intention, even
though the Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel of the
Company.
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November 16, 2020 02:00 ET (07:00 GMT)
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