Announcement PDF N OT I C E O F 2015 A N N U A L G E N E R A L M E E T I N G ACN 061 503 375 NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Adelaide Resources Limited will be held at The Science Exchange, 55 Exchange Place, Adelaide, South Australia on Monday 30 November 2015 commencing at 11.00 am (Adelaide time ACDT). How to find The Science Exchange Rundle Mall Hindley St Gawler Pl James Pl City Cross Curry St Grenfell St Wyatt St CBS Ct Exchange Pl King William St Hindmarsh Square McHenry St Pirie St Waymouth St Town Hall Franklin St Pultney St Adelaide GPO Gawler Pl Bentham St Science Adelaide Exchange Flinders St Victoria Square AR15-066 N OT I C E O F 2015 A N N U A L G E N E R A L M E E T I N G Ordinary Business Financial Report To receive and consider the Company’s financial statements and independent audit report for the year ended 30 June 2015. The 2015 Annual Report will be available to view online at www.adelaideresources.com.au and despatched to those Shareholders who have elected to receive a hard copy of the report. Resolution 1 – Adoption of the Remuneration Report for the year ended 30 June 2015 To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopt the Remuneration Report for the period ended 30 June 2015 as set out in the Directors’ Report in the 2015 Annual Report. Voting Exclusion Statement The Company will disregard any votes cast (in any capacity) on Resolution 1 by any Key Management Personnel, the details of whose remuneration are included in the Remuneration Report, and any Closely Related Party of such Key Management Personnel. However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described above and either: (a) the person does so as proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; or (b) the Chair of the Meeting is appointed as proxy and the Proxy Form expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Company need not disregard a vote if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the stated voting intentions of the Chair of the Meeting. Note: the vote on this Resolution is advisory only and does not bind the Directors of the Company. Resolution 2 – Re-election of Mr Colin Jackson as a Director To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of ASX Listing Rule 14.4 and clause 9.2 of the Company’s Constitution and for all other purposes, Mr Colin Jackson, who was appointed a director since the last annual general meeting and will retire as a Director at the close of the meeting and being eligible and having offered himself for re-election, is re-elected as a Director of the Company with immediate effect. Resolution 3 – Re-election of Mr Nicholas Harding as a Director To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of ASX Listing Rule 14.4 and clause 9.2 of the Company’s Constitution and for all other purposes, Mr Nicholas Harding, who was appointed a director since the last annual general meeting and will retire as a Director at the close of the meeting and being eligible and having offered himself for re-election, is re-elected as a Director of the Company with immediate effect. Page 2 N OT I C E O F 2 0 1 5 A N N U A L G E N E R A L M E E T I N G Resolution 4 – Re-election of Mr Jonathan Buckley as a Director To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of ASX Listing Rule 14.4 and clause 6.1 of the Company’s Constitution and for all other purposes, Mr Jonathan Buckley, having retired as a Director by rotation and being eligible and having offered himself for re-election, is re-elected as a Director of the Company with immediate effect. Special Business Resolution 5 – Approval to refresh capacity to issue new shares under ASX Listing Rule 7.4 To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company of 14,051,667 Shares as summarised in the Explanatory Memorandum accompanying this Notice of Meeting. Voting exclusion statement The Company will disregard any votes cast on Resolution 5 by a person who participated in the issue and any of their associates. However the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (b) it is cast by a person who is chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. Resolution 6 – Approval of issue of securities to Executive Director – Mr Nicholas Harding To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the granting of 375,000 Performance Rights to acquire fully paid ordinary shares in the capital of the Company and the issue of Shares on vesting of the Performance Rights to Mr Nicholas Harding, in accordance with the Employee Performance Rights Plan and on the terms summarised in the Explanatory Memorandum accompanying this Notice of Meeting. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 6 by Mr Nicholas Harding and Mr Christopher Drown or any of their associates. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (b) it is cast by a person who is chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 6 if: (a) the person is either: • • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the Company will not disregard a vote if: • • the person is the Chair of the Meeting at which the resolution is to be voted on; and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. Page 3 N OT I C E O F 2015 A N N U A L G E N E R A L M E E T I N G Resolution 7 – Approval of Loan Funded Employee Share Plan To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, any issue of securities made under the Loan Funded Employee Share Plan, the terms and conditions of which are summarised in the Explanatory Memorandum accompanying this Notice of Meeting, within the period of 3 years from the date of passing this resolution, be approved as an exception to Listing Rule 7.1. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 7 by any Mr Christopher Drown and Mr Nicholas Harding or any other employee or contractor of the Company (except an employee or contractor who is ineligible to participate in the Loan Funded Employee Share Plan) and any associates of those persons. Mr Colin Jackson and Mr Jonathan Buckley are eligible to vote on Resolution 7 as they are Non-Executive Directors and consequently unable to participate under the rules of the Loan Funded Employee Share Plan. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (b) it is cast by a person who is chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 7 if: (a) the person is either: • • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the Company will not disregard a vote if: • • the person is the Chair of the Meeting at which the resolution is to be voted on; and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. Resolution 8 – Approval of issue of securities to Executive Director – Mr Christopher Drown To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 4,500,000 Shares to Mr Christopher Drown under the Loan Funded Employee Share Plan, on the terms and conditions summarised in the Explanatory Memorandum accompanying this Notice of Meeting. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 8 by Mr Christopher Drown and Mr Nicholas Harding or any of their associates. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (b) it is cast by a person who is chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 8 if: (a) the person is either: • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or • a Closely Related Party of such a member; and Page 4 N OT I C E O F 2 0 1 5 A N N U A L G E N E R A L M E E T I N G (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the Company will not disregard a vote if: • • the person is the Chair of the Meeting at which the resolution is to be voted on; and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. Resolution 9 – Approval of issue of securities to Executive Director – Mr Nicholas Harding To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 2,500,000 Shares to Mr Nicholas Harding under the Loan Funded Employee Share Plan, on the terms and conditions summarised in the Explanatory Memorandum accompanying this Notice of Meeting. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 9 by Mr Nicholas Harding and Mr Christopher Drown or any of their associates. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (b) it is cast by a person who is chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 9 if: (a) the person is either: • • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the Company will not disregard a vote if: • • the person is the Chair of the Meeting at which the resolution is to be voted on; and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. Resolution 10 – Approval of 10% Placement Facility To consider, and if thought fit, pass the following resolution as a special resolution: That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting. Voting Exclusion Statement In accordance with ASX Listing Rule 7.3A.7, the Company will disregard any votes cast on Resolution 10 by: (a) a person who may participate in the issue of securities; and (b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed; and (c) any of their associates. Page 5 N OT I C E O F 2015 A N N U A L G E N E R A L M E E T I N G However, the Company will not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (b) it is cast by a person who is chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. Other Business To transact any other business that may be brought forward in accordance with the Company’s Constitution. By Order of the Board N J Harding Company Secretary Dated this 27th day of October 2015 Voting Entitlements For the purposes of ascertaining the voting entitlements for the Annual General Meeting, the shareholding of each Shareholder will be as it appears in the share register on Saturday 28 November 2015 at 11.00am (Adelaide time ACDT). Proxies A Shareholder entitled to attend and vote at the Meeting has the right to appoint a proxy, who need not be a Shareholder of the Company. If a Shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy Form must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, located at GPO Box 242, Melbourne VIC 3001, or at the Company’s registered office, 69 King William Road, Unley, SA 5061, or by facsimile to Computershare on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) or to the Company on +61 8 8271 0033, or by casting a vote online by visiting www.investorvote.com.au and by entering the Control Number, SRN/HIN and postcode, which are shown on the first page of the enclosed Proxy Form not later than 48 hours before the commencement of the Meeting. For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions, which must be submitted by not later than 48 hours before the commencement of the Meeting. Corporate Representative A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Shareholder’s or proxy’s (as applicable) corporate representative. The authority must be sent to the Company and/or the Company’s Share Registry (detailed above) in advance of the Meeting or handed in at the meeting when registering as a corporate representative. Explanatory Memorandum The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice. Page 6 N OT I C E O F 2 0 1 5 A N N U A L G E N E R A L M E E T I N G EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared to assist Shareholders in consideration of Resolutions proposed for the Annual General Meeting of the Company to be held at The Science Exchange, 55 Exchange Place, Adelaide, South Australia on Monday 30 November 2015 commencing at 11 am (Adelaide time ACDT). It should be read in conjunction with the accompanying Notice of Annual General Meeting. Resolution 1 – Adoption of the Remuneration Report for the year ended 30 June 2015 In accordance with Section 250R(2) of the Corporations Act, Shareholders are required to vote on the Company’s Remuneration Report for the year ended 30 June 2015. The Remuneration Report is contained in the Directors’ Report in the 2015 Annual Report, which will be available to view online at the Company’s website www.adelaideresources.com.au and despatched to those Shareholders who have elected to receive a hard copy of the report. The Remuneration Report describes the underlying policies and structure of the remuneration arrangements of the Company and sets out the remuneration arrangements in place for Directors and senior executives for the year ended 30 June 2015. The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote at the annual general meeting of the Company. Members should note that the vote on Resolution 1 is not binding on the Company or the Directors. Since 1 July 2011, if more than 25% of the votes cast on a resolution to adopt the Remuneration Report are against the adoption of the Remuneration Report for two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (“Spill Resolution”) that another meeting be held within 90 days, at which all of the Company’s Directors must go up for re-election. At the 2014 AGM, the Company’s Remuneration Report for the year ended 30 June 2014 did not receive a ‘no’ vote of 25% or more. The Directors recommend Shareholders vote in favour of Resolution 1. The Chair intends to vote undirected proxies in favour of Resolution 1. Important information for Shareholders: Please note, in accordance with sections 250R(4) and (5) of the Corporations Act, the Chair will not vote any undirected proxies in relation to Resolution 1 unless the Shareholder expressly authorizes the Chair to vote in accordance with the Chair’s stated voting intentions. Please note that if the Chair of the Meeting is your proxy (or becomes your proxy by default), by completing the attached proxy form, you will expressly authorise the Chair to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, which includes the Chair. You should be aware that the Chair of the Meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report. Alternatively, if you appoint the Chair as your proxy, you can direct the Chair to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the proxy form. As a further alternative, Shareholders can nominate as their proxy for the purposes of Resolution 1, a proxy who is not a member of the Company’s Key Management Personnel or any of their Closely Related Parties. That person would be permitted to vote undirected proxies (subject to the Listing Rules). Directors’ Recommendation The Directors unanimously recommend that Shareholders vote in favour of Resolution 1, noting that each Director has a material personal interest in his own remuneration from the Company. Page 7 N OT I C E O F 2015 A N N U A L G E N E R A L M E E T I N G Resolution 2 – Re-election of Mr Colin Jackson as a Director Listing Rule 14.4 and clause 9.2 of the Company’s Constitution require that any Director appointed by the Board, either to fill a casual vacancy or as an addition to the Board, must retire at the next Annual General Meeting following their appointment, but is eligible for re-election at that Annual General Meeting. Mr Colin Jackson has been appointed as an addition to the Board since the Company’s 2014 Annual General Meeting and retires as a Director pursuant to Listing Rule 14.4 and clause 9.2 of the Company’s Constitution. Mr Jackson is eligible for, and has offered himself for, re-election. The resume of Mr Jackson is as follows: Colin G Jackson MSc, BSc (Hons), DIC, Grad Dip Bus Admin Colin Jackson is a metallurgist and mineral process design engineer graduate of Birmingham University and Royal School of Mines, Imperial College, London University. He has over 40 years of industry experience and brings to the Company a strong technical background and extensive copper-gold knowledge. In addition he has substantial global financial market experience and has guided a number of companies from the exploration phase into production. After ten years of mine design and operating experience with Selection Trust Limited and RGC Limited, Mr Jackson became a Director of Research and Corporate for McIntosh Securities Ltd (now Bank of America Merrill Lynch) where he raised equity for a significant number of gold companies including Kidston Gold Mines and Placer Pacific Limited’s IPO over a 12 year period. His next 8 years were dedicated to communication and investor relations roles at Newcrest Mining Limited and Normandy Mining Limited where he was Group Executive Corporate. More recently Mr Jackson has held Non-Executive Director positions with Terramin Australia Limited, Intrepid Mines Limited and Red 5 Limited where he helped guide the financing and development of the Angas zinc mine in South Australia, the Paulsens underground gold mine in Western Australia, and the Siana open pit gold mine on the island of Mindanao in the Philippines. Directors Recommendation The Directors (excluding Mr Jackson) unanimously recommend that Shareholders vote in favour of Resolution 2. The Chair intends to vote undirected proxies in favour of Resolution 2. Resolution 3 – Re-election of Mr Nicholas Harding as a Director Listing Rule 14.4 and clause 9.2 of the Company’s Constitution require that any Director appointed by the Board, either to fill a casual vacancy or as an addition to the Board, must retire at the next Annual General Meeting following their appointment, but is eligible for re-election at that Annual General Meeting. Mr Nicholas Harding has been appointed as an addition to the Board since the Company’s 2014 Annual General Meeting and retires as a Director pursuant to Listing Rule 14.4 and clause 9.2 of the Company’s Constitution. Mr Harding is eligible for, and has offered himself for, re-election. The resume of Mr Harding is as follows: Nicholas J Harding BA(Acc), Grad Dip (Acc), Grad Dip (App Fin), Grad Dip (Corp Gov), FCPA, F Fin, AGIA, ACIS Nick Harding is a qualified accountant and company secretary with over 25 years experience in the resources industry. He is a Fellow of CPA Australia, a Fellow of the Financial Services Institute of Australasia and a member of the Governance Institute of Australia and possesses qualifications in accounting, finance and corporate governance. Mr Harding has held various senior roles with WMC Resources Limited, Normandy Mining Limited and Newmont Australia Limited. At WMC Resources over a period of 14 years to 1999 he held a number of senior management roles at both minesites and regional offices in Western Australia and South Australia including five years as Chief Financial Officer for Olympic Dam Operations, and four years as Chief Accountant and Business Planning Manager for the Copper Uranium Division. In eight years from 1999 to 2006 at Normandy Mining and then Newmont Australia following the takeover by Newmont of Normandy, Mr Harding held the positions of General Manager Operations Finance and General Manager Planning and Analysis which respectively had responsibilities for accounting, finance and budgeting for 14 mining operations in Australia and overseas. Page 8 N OT I C E O F 2 0 1 5 A N N U A L G E N E R A L M E E T I N G Directors’ Recommendation The Directors (excluding Mr Harding) unanimously recommend that shareholders vote in favour of Resolution 3. The Chair intends to vote undirected proxies in favour of Resolution 3. Resolution 4 – Re-election of Mr Jonathan Buckley as a Director In accordance with Listing Rule 14.4 and clause 6.1 of the Company’s Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office and are eligible for re election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last reappointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement. This rule does not apply to the Managing Director. The Directors presently in office are Mr Colin Jackson, Mr Christopher Drown, Mr Nicholas Harding and Mr Jonathan Buckley. Mr Buckley has been longest in office since his last re-appointment and will retire by rotation at the Annual General Meeting. Mr Buckley is eligible for, and has offered himself for, re-election. The resume of Mr Buckley is as follows: Jonathan P Buckley BEc, SF Fin, GAICD Jonathan Buckley is a corporate executive with extensive commercial and corporate finance experience spanning over 25 years in Australia and the UK. He was previously Group Managing Director for PhillipCapital Australia, part of a leading Asian financial group providing corporate finance, funds management, stockbroking and wealth management services in Australia. He has been a founding director of a number of fund management businesses in high growth sectors, including resources and healthcare. Prior to establishing PhillipCapital Australia’s corporate advisory business, Mr Buckley was Manager, Strategic Planning for Rothschild Asset Management UK based in London. He has also held roles with KPMG Management Consulting and Barclays de Zoete Wedd Securities in London. Directors’ Recommendation The Directors (excluding Mr Buckley) unanimously recommend that Shareholders vote in favour of Resolution 4. The Chair intends to vote undirected proxies in favour of Resolution 4. Resolution 5 – Approval to refresh capacity to issue new shares under ASX Listing Rule 7.4 The Company seeks approval for the purposes of Listing Rule 7.4 to the issue and allotment on 27 October 2015 of 14,051,667 Shares to professional and sophisticated investors, being the shortfall arising under an Underwriting Agreement with Patersons Securities to the Company’s Share Purchase Plan announced on 24 September 2015 (SPP Shares) and an associated Top-Up Placement. Generally, under Listing Rule 7.1, a company may, in any 12 month period, issue without the prior approval of shareholders, new securities of up to 15% of the number of shares on issue 12 months before the date of the issue of the new securities. ASX Listing Rule 7.4 provides that an issue by a company of securities made without shareholder approval under ASX Listing Rule 7.1 is treated as having been made with approval if the issue did not breach Listing Rule 7.1 when it was made and the Company’s Shareholders subsequently approve it. The issue of the Shares to professional and sophisticated investors under the Underwriting Agreement and Top-Up Placement did not breach Listing Rule 7.1 and has not previously been approved by Shareholders. The Company now seeks Shareholder approval for the issue of the Shares pursuant to Listing Rule 7.4. The SPP Shares and TopUp Placement would have when issued, amounted to approximately 4.61% of the Company’s ordinary Shares. The effect of passing Resolution 5 will be to refresh the Company’s 15% capacity under Listing Rule 7.1 so that its capacity would be the same as if the Shares had not been issued. This Resolution, if passed, will increase the Company’s financial flexibility in the future. Page 9 N OT I C E O F 2015 A N N U A L G E N E R A L M E E T I N G If Resolution 5 is not passed by Shareholders, the Company would, when calculating the number of securities it can issue without Shareholder approval to go beyond the 15% limit, need to deduct the number of Shares issued to professional and sophisticated investors under the Underwriting Agreement and Top-Up Placement from which any further issues could be made. ASX Listing Rule 7.5 requires the following information to be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4: (a) the number of SPP and Top-Up Placement Shares issued: 14,051,667 fully paid ordinary Shares were issued; (b) the price at which the Shares were issued: the SPP and Top-Up placement Shares were issued at $0.02 per Share; (c) the terms of the Shares: the SPP and Top-Up Placement Shares were issued on the same terms as, and rank equally in all respects with the Company’s existing issue