Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
Notice of Extraordinary General Meeting
and Explanatory Memorandum
AuKing Mining Limited ACN 070 859 522
Date of Meeting: Tuesday, 10 March 2026
Time of Meeting: 9.00am, Brisbane time
Place of Meeting: Offices of Hopgood Ganim, Level 10, 360
Queen Street, Brisbane, Queensland
Important Information
Notice is given that the Company will hold an Extraordinary General Meeting (EGM or Meeting) at
Level 10, 360 Queen Street, Brisbane, on Tuesday, 10 March 2026 at 9.00am (Brisbane time).
In accordance with the Corporations Act 2001 (Cth), the Company will not be sending hard copies of
the Notice of Extraordinary General Meeting and Explanatory Memorandum to Shareholders (except
for any Shareholder who has provided an election to the Company to receive a hard copy document
only pursuant to the Corporations Act 2001 (Cth)). Instead, Shareholders can view and download the
Notice of General Meeting and accompanying Explanatory Memorandum at
https://investorcentre.linkgroup.com using your secure access information or from the Australian
Securities Exchange Limited (ASX) Market Announcement Platform under the Company’s code: AKN.
Each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in
attendance at the Meeting. The outcome of the resolutions, including details of votes received by poll,
will be released to the Company’s ASX announcements platform following conclusion of the meeting.
Proxy Forms
Based on Shareholders’ registered election for communications (mail or electronically by email) each
Shareholder will receive, a copy of their personalised proxy form. Shareholders are encouraged to
complete and lodge their proxies online or otherwise in accordance with the instructions set
out in the proxy form and the Notice. Your proxy voting instruction must be received by 9.00am
(Brisbane time) on 8 March 2026, being not less than 48 hours before the commencement of the
EGM. Any proxy voting instructions received after that time will not be valid for the EGM.
The Notice is important and should be read in its entirety. If you are in doubt as to the course of action
you should follow, you should consult your financial adviser or other professional adviser. If you have
any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry,
MUFG Corporate Markets Limited on +61 1300 554 474.
Voting entitlement
For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by
the persons who are registered as holding the shares at 7pm (Sydney time) on 8 March 2026.
Accordingly, transactions registered after that time will be disregarded in determining entitlements to
attend and vote at the Meeting.
Notice of Extraordinary General Meeting
Notice is given that the Extraordinary General Meeting of Shareholders of AuKing Mining Limited ACN
070 859 522 (Company) will be held on Tuesday, 10 March 2026 at 9.00am (Brisbane time) at Level
10, 360 Queen Street Brisbane Qld 4000.
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to
be considered at the General Meeting. The Explanatory Statement and the Proxy Form forms part of
this Notice of Meeting.
Terms used in this Notice of Meeting are defined in Section 10 of the accompanying Explanatory
Memorandum.
Agenda
Ordinary business
1. Resolution 1 - Ratification of Prior Issue of Placement Shares under the
Placement
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with
or without amendment:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders
ratify the allotment and prior issue of 231,000,000 Shares issued on 22 January 2026 to the T1
Placement Recipients at a price of $0.0035 per Share (T1 Placement Shares) and otherwise
on the terms and conditions set out in the Explanatory Memorandum which accompanies and
forms part of this Notice of Meeting.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of:
• The T1 Placement Recipients; or
• an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution 1 by:
• a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that
way; or
• the chair of the meeting 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
• 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
the Resolution; and
- the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Notice of Extraordinary General Meeting
2. Resolution 2 – Authorise the Issue of Further Placement Shares under the
Placement
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with
or without amendment:
“That, in accordance with Listing Rule 7.1, and for all other purposes, the Company be
authorised to issue up to 340,428,571 Shares at an issue price of $0.0035 per Share (T2
Placement Shares) to the T2 Placement Recipients and otherwise on the terms and
conditions set out in the Explanatory Memorandum which accompanies and forms part of this
Notice of Meeting.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf
of:
• The T2 Placement Recipients and any other person who is expected to participate in,
or who will obtain a material benefit as a result of, the proposed issue of the T2
Placement Shares (except a benefit solely by reason of being a holder of Shares in
the Company); or
• an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution 2 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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
• 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 the Resolution; and
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
3. Resolution 3 – Authorise the Issue of Placement Options under the Placement
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with
or without amendment:
“That, in accordance with Listing Rule 7.1, and for all other purposes, the Company be
authorised to issue options that are free-attaching to the Placement Shares comprising
571,428,571 options in the Company exercisable at $0.005 on or before 31 December 2029
(Placement Options) and otherwise on the terms and conditions set out in the Explanatory
Memorandum which accompanies and forms part of this Notice of Meeting.”
Notice of Extraordinary General Meeting
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf
of:
• The Placement Recipients and any other person who is expected to participate in, or
who will obtain a material benefit as a result of, the proposed issue of the Placement
Options (except a benefit solely by reason of being a holder of Shares in the
Company); or
• an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution 3 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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
• 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 the Resolution; and
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
4. Resolution 4 - Issue of Options to AFSL Holders (Placement)
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with
or without amendment:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company be
authorised to issue options to the AFSL Holders who assisted with the Placement (AFSL
Holders) options comprising a maximum of 25,000,000 options in the Company exercisable at
$0.005 on or before 31 December 2029 (AFSL Options) and otherwise on the terms and
conditions set out in the Explanatory Memorandum which accompanies and forms part of this
Notice of Meeting.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf
of:
• The AFSL Holders and any other person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue of the AFSL Options
(except a benefit solely by reason of being a holder of Shares in the Company); or
• an Associate of those persons.
Notice of Extraordinary General Meeting
However, this does not apply to a vote cast in favour of this Resolution 4 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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
• 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 the Resolution; and
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
5. Resolution 5 - Issue of Options to Bullseye Analytics Pte Ltd
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with
or without amendment:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company be
authorised to issue options to Bullseye Analytics Pte Ltd (Bullseye) comprising a total of
310,000,000 options in the Company exercisable at $0.005 on or before 31 December 2029
(Bullseye Options) and otherwise on the terms and conditions set out in the Explanatory
Memorandum which accompanies and forms part of this Notice of Meeting.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf
of:
• Bullseye and any other person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue of the Bullseye Options (except a
benefit solely by reason of being a holder of Shares in the Company); or
• an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution 5 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity
on behalf of a beneficiary provided the following conditions are met:
Notice of Extraordinary General Meeting
- 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
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
6. Resolution 6 – Approval of Performance Rights to be issued to Peter Tighe
To consider and, if thought fit, pass the following resolution as an Ordinary Resolution, with or
without amendment:
“That, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.11,
and for all other purposes, the Company be authorised to issue up to a maximum of
50,000,000 Performance Rights (Tighe Performance Rights) on the terms and conditions set
out in the Explanatory Memorandum which accompanies and forms part of this Notice of
Meeting, to Peter Tighe (or his nominees).”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf
of:
• PeterTighe; or
• an Associate of him.
However, this does not apply to a vote cast in favour of this Resolution 6 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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; 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 the Resolution; and
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
See also Item 12 on this Notice of Meeting for details of further specific voting
restrictions that may apply to Key Management Personnel.
Notice of Extraordinary General Meeting
7. Resolution 7 – Approval of Performance Rights to be issued to Paul Williams
To consider and, if thought fit, pass the following resolution as an Ordinary Resolution, with or
without amendment:
“That, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.11,
and for all other purposes, the Company be authorised to issue up to a maximum of
50,000,000 Performance Rights (Williams Performance Rights) on the terms and conditions
set out in the Explanatory Memorandum which accompanies and forms part of this Notice of
Meeting, to Paul Williams (or his nominees).”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf
of:
• Paul Williams; or
• an Associate of him.
However, this does not apply to a vote cast in favour of this Resolution 7 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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; 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 the Resolution; and
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
See also Item 12 on this Notice of Meeting for details of further specific voting
restrictions that may apply to Key Management Personnel.
8. Resolution 8 – Approval of Performance Rights to be issued to Lincoln Ho
To consider and, if thought fit, pass the following resolution as an Ordinary Resolution, with or
without amendment:
“That, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.11,
and for all other purposes, the Company be authorised to issue up to a maximum of
50,000,000 Performance Rights (Ho Performance Rights) on the terms and conditions set
out in the Explanatory Memorandum which accompanies and forms part of this Notice of
Meeting, to Lincoln (or his nominees).”
Notice of Extraordinary General Meeting
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 8 by or on behalf
of:
• Lincoln Ho; or
• an Associate of him.
However, this does not apply to a vote cast in favour of this Resolution 8 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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; 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 the Resolution; and
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
See also Item 12 on this Notice of Meeting for details of further specific voting
restrictions that may apply to Key Management Personnel.
9. Resolution 9 – Issue of Acquisition Shares (Tasmanian Tin Acquisition)
To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution, with or
without amendment:
“That, in accordance with Listing Rule 7.1, and for all other purposes, the Company be
authorised to issue to the Goldtrace Vendors (as defined in the Explanatory Memorandum
which accompanies and forms part of this Notice of Meeting) a maximum of 142,857,143
Shares (Acquisition Shares) in accordance with the obligations under a Share Sale
Agreement dated 28 January 2026 and otherwise on the terms and conditions set out in the
Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 9 by or on behalf
of:
• The Goldtrace Vendors; and
• any other person who is expected to participate in, or who will obtain a material
benefit as a result of, the proposed issue of the Acquisition Shares (except a benefit
solely by reason of being a holder of Shares in the Company); or
• an Associate of those persons.
Notice of Extraordinary General Meeting
However, this does not apply to a vote cast in favour of this Resolution 9 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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
• 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 the Resolution; and
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
10. Resolution 10 – Adoption of Employee Awards Plan
To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution, with or
without amendment:
“That, in accordance with Listing Rule 7.2 (Exception 13(b)), section(s) of the Corporations
Act, and for all other purposes, the Shareholders of the Company approve the adoption of the
Employee Awards Plan, on the terms and conditions set out in the Explanatory Memorandum
which accompanies and forms part of this Notice of Meeting.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 10 by or on behalf
of:
• Any person who is eligible to participate in the Employee Awards Plan; or
• an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution 10 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity
on behalf of a beneficiary provided the following conditions are met:
Notice of Extraordinary General Meeting
- 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
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
See also Item 12 on this Notice of Meeting for details of further specific voting
restrictions that may apply to Key Management Personnel.
11. Resolution 11- Approval to Issue New Shares – Future Placement
To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution, with or
without amendment:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company be
authorised to issue up to that number of Shares when multiplied by the issue price, will raise
up to $4,000,000 (Future Placement) and otherwise on the terms and conditions set out in the
Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 11 by or on behalf
of:
• A person who is expected to participate in, or who will obtain a material benefit as a
result of, the proposed Future Placement issue (except a benefit solely by reason of
being a holder of ordinary securities in the Company) or an associate of that person
(or those persons) (Future Placement Recipients); or
• an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution 11 by:
• a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote on
the Resolution in that way; or
• the chair of the meeting 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
• 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 the Resolution; and
- the holder votes on the Resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.
Notice of Extraordinary General Meeting
12. Further Voting Restriction Note – Resolutions 6, 7, 8 and 10
The following additional voting restrictions apply in relation to Resolutions 6, 7, 8 and 10 of this
Notice of Meeting:
Voting restriction pursuant to section 250BD of the Corporations Act
As Resolutions 6, 7, 8 and 10 are connected directly or indirectly with the remuneration of a
member of the Key Management Personnel (KMP) for the Company (or, if the Company is a
consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote
on any of these Resolutions must not be cast by:
• any member of the KMP for the Company (or, if the Company is a consolidated entity, for
the entity); or
• a Closely Related Party of such KMP,
who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the
Shareholder does not specify in writing the way the proxy is to vote on Resolution 7.
However, the Company need not disregard a vote on Resolutions 6, 7, 8 or 10 if it is cast by
the person Chairing the Meeting as proxy for a person who is entitled to vote and the
Shareholder expressly authorises the person Chairing the Meeting to exercise the proxy even
if the Resolution is connected directly or indirectly with the remuneration of a member of the
KMP for the Company, or if the Company is part of a consolidated entity, for the entity.
Voting Intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast by
the Chair and counted in favour of the Resolutions subject to this Meeting, including
Resolutions 6, 7, 8 and 10, subject to compliance with the Corporations Act. In exceptional
circumstances, the Chair may change his voting intention on any Resolution, in which case an
ASX announcement will be made. Further details, in relation to the ability of the Chair to vote
on undirected proxies are set out in the accompanying proxy form.
13. Other Business
To consider any other business as may be lawfully put forward in accordance with the
Constitution of the Company.
BY ORDER OF THE BOARD
Paul Marshall
Company Secretary
6 February 2026
Explanatory Memorandum
13
1. Introduction
The following information is provided to Shareholders of the Company in connection with the
business to be considered at the Extraordinary General Meeting of Shareholders to be held at
Level 10, 360 Queen Street, Brisbane on Tuesday, 10 March 2026 commencing at 9.00am
(Brisbane time).
The Directors recommend Shareholders read the accompanying Notice of Meeting and this
Explanatory Memorandum in full before making any decision in relation to the Resolutions.
Unless otherwise defined, terms used in this Explanatory Memorandum are defined in Section
10.
2. Resolution 1 - Ratification of previous issue of Placement Shares under the
Placement
2.1 Introduction
As announced on 14 January 2026, the Company received firm commitments to raise up to
$1,500,000 (before costs) pursuant to a placement of 428,571,429 Shares to professional and
sophisticated investors at an issue price of $0.0035 per Share, together with one free attaching
Option for every one Share subscribed for and issued, exercisable at $0.005 and expiring on
31 December 2029, being roughly four years from the date of issue. As announced on 3
February 2026, the Company has subsequently accepted over-subscriptions for a further
142,857,143 Shares and free attaching Options, taking the total proposed funds to be raised to
$2,000,000 before costs) (Placement).
The Placement comprises:
(a) Tranche 1: an aggregate of 231,000,000 Shares (T1 Placement Shares) which were
issued to unrelated professional and sophisticated investors (T1 Placement
Participants) on 22 January 2026 pursuant to the Company’s placement capacity
under Listing Rules 7.1 and 7.1A, ratification of which is sought under Resolution 1;
and
(b) Tranche 2: subject to Shareholder approval, the issue of:
(1) up to a further 340,428,571 Shares (T2 Placement Shares), which will be
issued to unrelated professional and sophisticated investors who participated in
tranche 2 of the Placement (Tranche 2 Placement Participants) (being the
subject of Resolution 2); and
(2) up to 571,428,571 Options to Placement Participants (or their nominees)
issued free attaching with Shares under the Placement on a one for one basis
(being the subject of Resolution 3).
The Placement was conducted without a broker and led by the Company. The Company
sought to engage a number of licensed AFSL holders (AFSL Holders) to assist with placing
Shares and Options under the Placement. The Company agreed to pay a 6% cash fee for
funds raised under the Placement (being approximately $120,000) and issue 25,000,000
Options on a pro rata basis to the AFSL Holders (or their nominees). The Options proposed to
be issued to the AFSL Holders are subject to Shareholder approval (being the subject of
Resolution 4), and on the same terms as those proposed to be issued to the Placement
Participants (or their nominees).
The funds received by the Company under the Placement are to be utilized for the following
purposes:
Explanatory Memorandum
14
(a) Advance the Company’s exploration programs;
(b) Provide flexibility to evaluate and pursue strategic opportunities;
(c) Working capital; and
(d) Costs of t
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