Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
All Registry communications to:
Automic Group
GPO Box 5193
Sydney NSW 2001
Telephone (free call within Australia): 1300 288 664
ASX Code: KAL
Email: hello@automicgroup.com.au
29 October 2026
Upcoming Annual General Meeting of Shareholders
Dear Shareholder,
Kalgoorlie Gold Mining Limited ACN 645 666 164 (ASX: KAL or “the Company”), advises the 2026 Annual General Meeting will be
held in person at Suite 2, 1209 Hay St, West Perth WA 6005on Monday 30 November 2026 at 3:00pm (AWST) (Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and
downloaded by shareholders of the Company (Shareholders) from the Company’s website at https://www.kalgoldmining.com.au/
or the Company's ASX market announcements platform at www.asx.com.au (ASX: KAL)
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021
Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have
already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
Online
scan the QR code
below using your
smartphone
Lodge your Proxy vote online at https://singleholding.automic.com.au/login by following the below
instructions:
1. Login to the Automic website using the holding details as shown on your holding statement.
2. Click on ‘Meetings’ - ‘Vote’.
To use the online lodgment facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding
statement.
For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the
Company’s Share Registry, Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664
(within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at info@kalgoldmining,com.au.
Copies of all Meeting related material including the Notice and the Company's Annual Report, are available to download from the
Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the
Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the
Company’s website.
Authorised for ASX release by the Company Secretary.
KALGOORLIE GOLD MINING LIMITED
ACN 645 666 164
NOTICE OF ANNUAL GENERAL MEETING
TIME: 3:00pm (AWST)
DATE: Monday 30 November 2026
PLACE: Suite 2, 1209 Hay St,
West Perth WA 6005
This Notice of Annual General 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 Annual General Meeting please
do not hesitate to contact the Company Secretary on +61 8 6002 2700.
NOTICE OF ANNUAL GENERAL MEETING - 1 -
KALGOORLIE GOLD MINING LIMITED
ACN 645 666 164
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Shareholders of Kalgoorlie Gold Mining
Limited (“Kalgoorlie Gold Mining” or “the Company”) will be held as follows:
TIME: 3:00pm (AWST)
DATE: Monday 30 November 2026
LOCATION: Suite 2, 1209 Hay St, West Perth WA 6005
Words and phrases used in the Resolutions are defined in the section headed 'Definitions' of the
accompanying Explanatory Memorandum and these words and phrases have the same meaning in this
Notice of Annual General Meeting as defined in the Explanatory Memorandum.
AGENDA
Annual Report
To receive and consider the Annual Report of the Company for the year ended 30 June 2026, which
includes the Financial Report, the Directors’ Report (including the Remuneration Report) and the
Auditor’s Report.
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass, the following resolution as a non-binding ordinary resolution:
“That, for the purpose of section 250R(2) of the Corporations Act, approvalis givenfor the adoption
of the Remuneration Report as contained in the Company’s annual financial report for the
financial year ended 30 June 2026.”
Note: Pursuant to section 250R(3) of the Corporations Act, the vote on this Resolution is advisory only
and does not bind the Directors or the Company.
A voting prohibition statement applies to this Resolution. Please see below.
2. Resolution 2 – Re-Election of Non-Executive Director– Andrew Penkethman
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary
resolution:
“That, pursuant to and in accordance with Listing Rule 14.5, article 7.2 of the Constitution and for all other
purposes, Mr Penkethman retires and being eligible is re-elected as a Non-Executive Director on the terms
and conditions in the Explanatory Memorandum.”
NOTICE OF ANNUAL GENERAL MEETING - 2 -
3. Resolution 3 – Ratification of issue of Placement Shares
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary
resolution the following:
“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of:
(a) 67,949,000 Placement Shares issued under Listing Rule 7.1; and
(b) 45,551,000 Placement Shares issued under Listing Rule 7.1A,
on the terms and conditions in the Explanatory Memorandum.”
A voting exclusion statement applies to this Resolution. Please see below.
4. Resolution 4 – Approval to issue Lead Manager Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
“That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 10,000,000 Lead Manager Options to the Lead Managers (or
their respective nominees), on the terms and conditions set out in the Explanatory
Memorandum.”
A voting exclusion statement applies to this Resolution. Please see below.
5. Resolution 5 – Approval of 10% Placement Capacity
To consider and, if thought fit, to pass with or without amendment, the following resolution as a Special
Resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the
Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the
Company at the time of issue, calculated in accordance with the formulaprescribed in ASX Listing
Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”
A voting exclusion statement applies to this Resolution. Please see below.
NOTICE OF ANNUAL GENERAL MEETING - 3 -
Voting Prohibition Statements
If you purport to cast a vote other than as permitted below, that vote will be disregarded by the Company (as
indicated below) and you may be liable for breaching the voting restrictions that apply to you under the Corporations
Act.
Resolution 1 – Adoption
of Remuneration Report
In accordance with sections 250BD and 250R of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of either of the following
persons:
(a) a member of the Key Management Personnel, details of whose remuneration
are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a
proxy if the vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is
to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the remuneration
of a member of the Key Management Personnel.
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out
below by or on behalf of the following persons:
Resolution 3(a) – Ratification
of issue of Placement Shares –
Listing Rule 7.1
Any person who participated in the issue of the Placement Shares or any of
their respective associates.
Resolution 3(b) – Ratification
of issue of Placement Shares -
Listing Rule 7.1A
Any person who participated in the issue of the Placement Shares (specifically
Regal Funds Management Pty Ltd) or any of their respective associates.
Resolution 4 - Issue of Lead
Manager Options
Stralis Capital Partners Pty Limited and Lazarus Advisory Pty Ltd (or their
nominee/s) and any person who will obtain a material benefit as a result of the
issue of these Lead Manager Options (except a benefit solely by reason of
being a Shareholder), or any of their respective associates.
Resolution 5 - Approval of 10%
Placement Capacity
If at the time of the Meeting, the Company is proposing to make an issue of
Equity Securities under Listing Rule 7.1A.2, any persons who are expected to
participate in, or who will obtain a material benefit as a result of, the proposed
issue (except a benefit solely by reason of being a Shareholder), or any of their
respective associates.
NOTICE OF ANNUAL GENERAL MEETING - 4 -
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in that
way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chair to vote on the Resolution as the Chair decides;
or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of
a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an associate of a person excluded from voting, on
the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
NOTICE OF ANNUAL GENERAL MEETING - 5 -
EXPLANATORY MEMORANDUM
Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this
Notice of Annual General Meeting for further explanation of the Resolutions.
VOTING IN PERSON
To vote in person, attend the Meeting on the date and at the place set out above.
PROXIES
Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we
encourage you to complete and return the enclosed Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
(a) each Shareholder has the right to appoint a proxy;
(b) the proxy need not be a Shareholder of the Company; and
(c) a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to exercise.
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) Mail to: Automic C/- GPO Box 5193, Sydney NSW 2001
(b) By hand to: Automic C/- Level 5, 126 Phillip Street, Sydney NSW 2000
To be effective, a Proxy Form and, if the Proxy Form is signed by the Shareholder's attorney, the
authority under which the appointment is signed (or a certified copy of that authority) must be received
by the Company not later than 48 hours before the time specified for the commencement of the Annual
General Meeting.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way
the proxy is to vote on a particular resolution and, if it does:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that
way (i.e. as directed);
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution –
the proxy must not vote on a show of hands;
(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote
on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the
proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a
meeting of the Company's members;
(b) the appointed proxy is not the chair of the meeting;
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the
resolution; and
(d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the
resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as
the proxy for the purposes of voting on the resolution at the meeting.
NOTICE OF ANNUAL GENERAL MEETING - 6 -
CORPORATE REPRESENTATIVES
Abody corporatethat isa Shareholder, or which hasbeenappointedasproxy,may appointan individual
to act as its representative at the Annual General Meeting. The appointment must comply with the
requirements of section 250D of the Corporations Act. The representative should bring to the meeting
evidence of his or her appointment, including any authority under which it is signed, unless it has
previously been given to the Company.
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. In exceptional circumstances, the Chair of the
Meeting may change their voting intention on any Resolution, in which case an ASX announcement
will be made.
If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting
intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, even
though this Resolution is connected directly or indirectly with the remuneration of the Company's Key
Management Personnel.
DATE FOR DETERMINING HOLDERS OF SHARES
In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have
set a date to determine the identity of those entitled to attend and vote at the Annual General Meeting.
For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken
to be held by the persons who are registered as holding at 10:00am (AWST) on Saturday, 28 November
2026. Accordingly, transactions registered after that time will be disregarded in determining
entitlements to attend and vote at the Annual General Meeting.
SUBMITTING QUESTIONS
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be
submitted by emailing the Company Secretary at gsmith@kalgoldmining.com.au by no later than five
business days before the Meeting.
Shareholders will also have the opportunity to submit questions during the Meeting in respect to the
formal items of business. In order to ask a question during the Meeting, please follow the instructions
from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a
Shareholder asking a question that they identify themselves (including the entity name of their
shareholding and the number of Shares they hold).
Dated 29 October 2026
By order of the Board
Graeme Smith
Company Secretary
NOTICE OF ANNUAL GENERAL MEETING - 7 -
KALGOORLIE GOLD MINING LIMITED
ACN 645 666 164
EXPLANATORY MEMORANDUM TO SHAREHOLDERS
1. ACTION TO BE TAKEN BY SHAREHOLDERS
This Explanatory Memorandum sets out information about the Resolutions to be considered by the
Shareholders at the Annual General Meeting. Defined terms used in this Explanatory Memorandum are set
out in the section headed 'Definitions' in the Explanatory Memorandum. Accompanying this Explanatory
Memorandum is the Notice of Annual General Meeting convening the Annual General Meeting and a Proxy
Form.
Shareholders are encouraged to attend and vote on the Resolutions to be put to the Annual General Meeting.
If a Shareholder is not able to attend and vote at the Annual General Meeting, the Shareholder may complete
the Proxy Form and return it no later than 48 hours before the time specified for the commencement of the
Annual General Meeting.
2. ANNUAL FINANCIAL REPORTS
The Corporations Act requires the Company’s financial statements and reports of the Directors and of the
auditor for the year ended 30 June 2026 to be laid before the Annual General Meeting. The financial
statements and the reports of the Directors and of the auditor are contained in the Company’s 2026 Annual
Report, a copy of which is available on the Company’s website at https://www.kalgoldmining.com.au/
Whilst no Resolution is required in relation to this item, Shareholders should consider the documents and
raise any relevant matters of interest with the Directors when this item is being considered.
A representative from the Company’s auditors will be invited to the meeting and Shareholders will have an
opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the
Company’s accounting policies and the independence of the auditor.
3. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
The Remuneration Report is required to be considered for adoption in accordance with section 250R(2) of
the Corporations Act. The Remuneration Report sets out the Company’s remuneration arrangements for the
Directors and seniormanagement of the Company. The Remuneration Report is part of the Directors’ Report
contained in the annual financial report of the Company for the financial year ending 30 June 2026.
A reasonable opportunity will be given for the discussion of the Remuneration Report at the Annual General
Meeting. Shareholders should note that in accordance with section 250R(3) of the Corporations Act, the
vote on this Resolution is advisory only and does not bind the Company or the Directors. If Resolution 1 is
not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive
annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the
managing director (if any).
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 on whether another meeting should be held (within 90 days) at which all Directors (other than the
managing director, if any) who were in office at the date of approval of the applicable Directors' Report must
stand for re-election.
The Company's Remuneration Report did not receive a Strike at the 2025 annual general meeting held on 27
November 2025. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware
NOTICE OF ANNUAL GENERAL MEETING - 8 -
that if a second Strike is received at the 2027 annual general meeting, this may result in the re-election of the
Board.
The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Annual
General Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on
Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the
Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair ’s intention.
4. RESOLUTION 2 – RE-ELECTION OF NON-EXECUTIVE DIRECTOR – ANDREW PENKETHMAN
4.1 General
Article 7.2 of the Constitution and Listing Rule 14.5 provides that an entity which has directors must hold
an election of directors at each annual general meeting.
Article 7.3 of the Constitution provides that a Director who retires in accordance with article 7.2 is eligible
for re-election and that re-election takes effect at the conclusion of the Meeting.
Andrew Penkethman, Non-Executive Director, was last elected at the annual general meeting held on 29
November 2024. Accordingly, Mr Penkethman retires at this Meeting and, being eligible, seeks re-election
pursuant to this Resolution.
If Resolution 2 is passed, Mr Penkethman will be re-elected to the Board as a Non-Executive Director.
If Resolution 2 is not passed, Mr Penkethman will not be re-elected to the Board as a Non-Executive Director
and will leave the Board at the conclusion of the meeting.
4.2 Qualifications & Experience
Andrew Penkethman is a geologist and resources sector executive with over 30 years technical and
corporate experience with a number of listed public companies. Industry experience includes project
appraisal, acquisition, divestment, exploration through to discovery, feasibility study management,
development and operations within Australia and overseas. Commodities experience includes critical
minerals, base metals, gold and energy commodities over a range of geological settings.
Mr Penkethman has ASX, AIM and TSX equity markets experience. He holds a Bachelor of Science degree
from the University of Wollongong, is a Fellow of the Australasian Institute of Mining and Metallurgy and a
Member of the Australian Institute of Geoscientists.
Mr Penkethman is the current Managing Director and CEO of Ardea Resources Limited and a director of
Powerhaus Uranium Limited.
4.3 Additional information
Resolution 2 is an ordinary resolution
4.4 Directors’ recommendation
The Board (other than Mr Penkethman) unanimously supports the re-election of Mr Penkethman.
NOTICE OF ANNUAL GENERAL MEETING - 9 -
5. RESOLUTION 3 – RATIFICATION OF ISSUE OF PLACEMENT SHARES
5.1 General
On 14 September 2026, the Company advised it had received firm commitments to raise $3.4 million
(before costs) via an institutional placement from new and existing investors through the issue of
approximately 113.5 million Shares (Placement Shares) at an issue price of $0.06 per Placement Share
(Placement), as well as undertaking a fully underwritten, 1 for 10 pro-rata non-renounceable entitlement
offer (56,935,822 Shares).
Stralis Capital Partners Pty Limited (“Stralis”) and Lazarus Advisory Pty Ltd (“Lazarus”) acted as Joint Lead
Managers and Bookrunners to the Placement (Lead Managers).
On 18 September 2026, the Company issued the Placement Shares as follows:
(a) 67,949,000 Placement Shares were issued using the Company’s placement capacity under Listing
Rule 7.1; and
(b) 45,551,000 Placement Shares were issued using the Company’s placement capacity under Listing
Rule 7.1A.
Resolutions 3(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of
the Placement Shares.
5.2 ASX Listing Rules 7.1, 7.1A and 7.4
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to
issue more Equity Securities during any 12 month period than that amount which represents 15% of the
number of fully paid ordinary securities on issue at the commencement of that 12 month period.
Under Listing Rule 7.1A, 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%. The Company
obtained this approval at its annual general meeting held on 27 November 2025.
The issue of the Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and,
as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement
capacity under Listing Rule 7.1 and 10% placement capacity under Listing Rule 7.1A. This reduces the
Company's capacity to issue further Equity Securities without Shareholder approval under those Listing
Rules for the 12 month period following the issue of the Placement Shares.
Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a
general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and
provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed
to have been made with Shareholder approval for the purpose of Listing Rules 7.1 and 7.1A.
By ratifying this issue of the Placement Shares the subject of Resolutions 3(a) and (b), the Company will
retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out
in ASX Listing Rule 7.1 and the additional 10% annual placement capacity under Listing Rule 7.1A without
the requirement to obtain prior Shareholder approval.
The Company confirms that the issue and allotment of the Placement Shares, the subject of Resolutions
3(a) and (b) , did not breach ASX Listing Rule 7.1 and 7.1A.
5.3 Technical information required by Listing Rule 14.1A
If Resolution 30(a) is passed, 67,949,000 Placement Shares will be excluded in calculating the Company's
15% limit in Listing Rule 7.1 and the Company will retain the flexibility, to issue Equity Securities in the future
up to the 15% annual placement capacity set out in ASX Listing Rule 7.1.
If Resolution 3(b) is passed, 45,551,000 Placement Shares will be excluded in calculating the Company's
10% limit in Listing Rule 7.1A and the Company will retain the flexibility, to issue Equity Securities in the
future up to the 10% annual placement capacity set out in ASX Listing Rule 7.1A.
NOTICE OF ANNUAL GENERAL MEETING - 10 -
If Resolution 3(a) is not passed,the issue of 67,949,000 Placement Shares is still valid however it will reduce,
to that extent, the Company’s capacity to issue Equity Securities without Shareholder approval under Listing
Rule 7.1 for 12 months following the issue.
If Resolution 3(b) is not passed,the issueof 45,551,000 Placement Shares is still valid however it will reduce,
to that extent, the Company’s capacity to issue Equity Securities without Shareholder approval under Listing
Rule 7.1A for 12 months following the issue (assuming the Company’s approval under Listing Rule 7.1A
remains in force in this period).
5.4 Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the
ratification of the issue of the Placement Shares:
(a) The Placement Shares were issued to sophisticated and professional investors, none of which were
issued more than 1% of the Company’s current issued capital. The investors were identified as part
of a book build process, which involved the Lead Manager seeking expressions of interest to
participate in the Placement from existing contacts of the Company and clients of the Lead Manager.
(b) A total of 113,500,000 Placement Shares were issued as follows:
(i) 67,949,000 Placement Shares were issued using the Company’s placement capacity under
Listing Rule 7.1; and
(ii) 45,551,000 Placement Shares were issued using the Company’s placement capacity under
Listing Rule 7.1A.
(c) The Placement Shares were issued on 18 September 2026 at $0.02 per Placement Share.
(d) The Placement Shares are fully paid ordinary shares in the capital of the Company, ranking equally
in all respects with the Company's existing Shares on issue.
(e) The proceeds from the issue of the Placement Shares will be used to fund the following:
(i) accelerate exploration activities at the Pinjin Gold Project and the Company’s Lighthorse
discovery;
(ii) general working capital; and
(iii) costs associated with the Placement.
(f) There are no other material terms to the agreement for the subscription of the Placement Shares.
(g) a voting exclusion statement is included in the Notice.
5.5 Additional information
Resolutions 3(a) and (b) are separate ordinary resolutions.
5.6 Directors’ Recommendation
The Directors of the Company believe that Resolutions 3(a) and (b) are in the best interests of the Company
and unanimously recommend that Shareholders vote in favour of Resolutions 3(a) and (b) .
6. RESOLUTION 4 – ISSUE OF LEAD MANAGER OPTIONS
6.1 General
Refer to Section 5.1 above for the background to the Placement.
As part consideration for the provision of lead manager services in connection with the Placement and the
Entitlement Offer (the Offers), the Company agreed to issue the Lead Managers (or their nominee/s),
10,000,000 unquoted options exercisable at $0.04 each and expiring two (2) years from the date of issue
(Lead Manager Options).
NOTICE OF ANNUAL GENERAL MEETING - 11 -
Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 to the issue of the Lead Manager
Option to the Lead Managers (or their nominee/s).
6.2 Summary Engagement Letter
The Company appointed the Lead Managers to Offers for the provision of lead manager and bookrunner
services, including the coordination and management of the Placement pursuant to an Engagement Letter.
Under the Engagement Letter, the Company agreed to pay the following fees to the Lead Managers as
consideration for their services:
(a) a management fee equal to 3.0% of the proceeds of the Offers ($102,261);
(b) a selling fee equal to 2.0% of the proceeds of the Offers ($68,174); and
(c) 10,000,000 Lead Manager Options.
The Engagement Letter contains additional provisions, including warranties and indemnities in respect of
the Company, which are considered standard for agreements of this nature.
6.3 Listing Rules 7.1
A summary of Listing Rules 7.1 is contained in Section 5.2 above.
The
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