19th Oct 2006 07:00
Murchison United NL19 October 2006 NOTICE OF ANNUAL GENERAL MEETING Shareholders are advised that the 2006 Annual General Meeting (AGM) of MurchisonUnited NL ("Company") will be held on Thursday 30th November 2006 in theColonial Conference Room, 1st Floor, The Melbourne Hotel, Cnr Hay & MilliganStreets, Perth, Western Australia commencing at 10.00 am (Perth Time). ORDINARY BUSINESS 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the Financial Report of the Company and the reports ofthe Directors and Auditors for the year 30 June 2006. 2. RE-ELECTION OF DIRECTOR - G R FEATHERBY To consider and, if thought fit, pass as an ordinary resolution the following: "That Mr. Glenn Robert Featherby, a Director retiring in accordance with Clause9.1(e)(1) of the Company's Constitution, being eligible, be re-elected as aDirector of the Company." 3. RE-ELECTION OF DIRECTOR - B GUSTAFSSON To consider and, if thought fit, pass as an ordinary resolution the following: "That Mr. Bosse Gustafsson, a Director retiring in accordance with the Company'sConstitution, being eligible, be re-elected as a Director of the Company." 4. REMUNERATION REPORT To consider and, if thought fit, pass as a non binding ordinary resolution thefollowing: "That the remuneration report contained in the Directors' Report for the yearended 30 June 2006 be adopted by the Company." 5. RATIFICATION OF ISSUE OF SHARES FOR CASH To consider and, if thought fit, pass as an ordinary resolution the following: "That approval is given under Rule 7.4 of the ASX Listing Rules and for allother purposes for the issue on 18 October 2006 of 25,000,000 fully paidordinary shares in the Company each at an issue price of A$0.06 to sophisticatedinvestor clients of Hartleys Limited." Voting Exclusion Statement The Company will disregard any votes cast on this resolution by any person whohas participated in the issue and any associates of those persons, if theresolution is passed. However, the Company need not disregard a vote if: • it is cast by a person as proxy for a person who is entitled to vote,in accordance with the directions on the proxy form; or • it is cast by a person chairing the meeting as proxy for a person whois entitled to vote, in accordance with a direction on the proxy form to vote asthe proxy decides. 6. AUTHORITY TO ISSUE SHARES TO CREDITORS OF RENISON To consider and, if thought fit, pass as an ordinary resolution the following: "That approval is given under Rule 7.1 of the ASX Listing Rules and for allother purposes for the allotment and issue of up to 3,828,494 fully paidordinary shares in the Company to creditors of Renison Bell Limited (Subject toDeed of Company Arrangement) and on the terms and conditions in the ExplanatoryMemorandum." Voting Exclusion Statement The Company will disregard any votes cast on this resolution by any person whohas participated in the issue and any associates of those persons, if theresolution is passed. However, the Company need not disregard a vote if: • it is cast by a person as proxy for a person who is entitled to vote,in accordance with the directions on the proxy form; or • it is cast by a person chairing the meeting as proxy for a person whois entitled to vote, in accordance with a direction on the proxy form to vote asthe proxy decides. 7. AUTHORITY TO ISSUE SHARES FOR THE MAROOCHYDORE COPPER PROJECT To consider and, if thought fit, pass as an ordinary resolution the following: "That approval is given under Rule 7.1 of the ASX Listing Rules and for allother purposes for the allotment and issue of up to 12,500,000 fully paidordinary shares in the Company to the Deed Administrator for distribution tocreditors of Renison Bell Limited (Subject to Deed of Company Arrangement) andon the terms and conditions in the Explanatory Memorandum." Voting Exclusion Statement The Company will disregard any votes cast on this resolution by any person whohas participated in the issue and any associates of those persons, if theresolution is passed. However, the Company need not disregard a vote if: • it is cast by a person as proxy for a person who is entitled to vote,in accordance with the directions on the proxy form; or • it is cast by a person chairing the meeting as proxy for a person whois entitled to vote, in accordance with a direction on the proxy form to vote asthe proxy decides. EXPLANATORY MEMORANDUM Shareholders should read the Explanatory Memorandum accompanying this Notice forfurther information regarding the resolutions. PROXIES A Shareholder who is entitled to vote at the meeting has a right to appoint aproxy and should use the proxy form enclosed with this notice. The proxy neednot be a Shareholder. A Shareholder who is entitled to cast 2 or more votes may appoint two proxiesand may specify the proportion or number of votes each proxy is appointed toexercise. If two proxies are appointed and the appointment does not specify theproportion or number of votes that the proxy may exercise, section 249X of theCorporations Act 2001 takes effect so that each proxy may exercise half of thevotes (ignoring fractions). A proxy's authority to speak and vote for a Shareholder at the meeting issuspended if the Shareholder is present at the meeting. The proxy form must be signed and dated by the Shareholder or the Shareholder'sattorney. Joint Shareholders must each sign. Proxy forms and the original or a certified copy of the power of attorney, (ifthe proxy form is signed by an attorney) must be received by Murchison UnitedNL: • At GPO Box 2870, West Perth, Western Australia 6872 or • On fax number +618 9322 4073, no later than 10.00 am (Perth time) on Tuesday 28 November 2006. BODIES CORPORATE A body corporate may appoint an individual as its representative to exercise anyof the powers the body may exercise at meetings of the Shareholders. Theappointment may be a standing one. Unless the appointment states otherwise, therepresentative may exercise all of the powers that the appointing body couldexercise or in voting on a resolution. POINT AT WHICH VOTING RIGHTS ARE DETERMINED It has been determined that under the Corporations Regulations 7.11.37, for thepurposes of the Annual General Meeting, Shares will be taken to be held by thepersons who are the registered holders at 4.00pm (Perth time) on 28 November2006. Accordingly, Share transfers registered after that time will bedisregarded in determining entitlements, to attend and vote at the meeting. By order of the Board J Schiavi Company Secretary 18 October 2006 PROXY FORM To: The Company SecretaryAddress: GPO Box 2870 Murchison United NL West Perth WA 6872 Australia Facsimile: +618 9322 4073 I/We (name of shareholder) ................................................................................................ Of address)................................................................................................................... Being a member/members of Murchison United NL hereby appoint: (name)........................................................................................................................ of (address).................................................................................................................. or failing that person then the Chairman of the Annual General Meeting as my/ourproxy to attend and vote for me/us on my/our behalf at the Annual GeneralMeeting of Murchison United NL to be held in the Colonial Conference Room, 1stFloor, The Melbourne Hotel, Cnr Hay & Milligan Streets, Perth, WA on 30thNovember 2006 at 10.00 am (Perth time), and at any adjournment of that meeting. This form is to be used in accordance with the directions below. Unless the proxy is directed, he or she may vote or abstain as he or she thinks fit. In relation to any undirected proxies, the Chairman intends voting for all resolutions being put forward at the Annual General Meeting. If the Chairman of the meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on a resolution below, please place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of a resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the meeting intends to vote undirected proxies in favour of all resolutions. For Against AbstainResolution 2 Re-elect G R Featherby Resolution 3 Re-elect B Gustafsson Resolution 4 To adopt the Remuneration Report for year ended 30 June 2006 Resolution 5 Ratification of Issue of Shares for cash Resolution 6 Authority to Issue Shares to Creditors of Renison Resolution 7 Authority To Issue Shares For The Maroochydore Copper Project If two proxies are appointed, the proportion of voting rights this proxy isauthorised to exercise is.........................%. (An additional proxy form will be supplied by the Company on request). Dated this......day of ......2006 If the shareholder is an individual: Signature: ..................................................................................................................................................... Name: ................................................................................................................................................... If the Shareholder is a Company: Affix common seal (if required by Constitution) ....................................................................................................................................................... Director/Sole Director and Secretary Director/Secretary Instructions for Appointment of Proxy A Shareholder entitled to attend and vote is entitled to appoint no more thantwo proxies. If a Shareholder appoints two proxies and the appointment does not specify theproportion or number of the Shareholder's votes each proxy may exercise half ofthe votes. Every Shareholder present in person or by proxy shall on a show of hands haveone vote. On a poll every Shareholder present in person or by proxy, attorney orrepresentative shall have one vote for each Share held. The instrument in appointing a proxy shall be in writing under the hand of theappointer or of his or her attorney duly authorised in writing or, if theappointer is a corporation, either under seal or under hand of an officer orattorney duly authorised in writing. A proxy need not be a Shareholder. The instrument appointing a proxy and the power of attorney or other authority(if any) under which it is signed or a notarially certified copy of that poweror authority must be received by the Company at the office of the Company, GPOBox 2870, West Perth, Western Australia 6872, or by facsimile on +618 9322 4073by no later than 10.00 am (Perth time), 28 November 2006. EXPLANATORY MEMORANDUM TO ACCOMPANY THE NOTICE OF ANNUAL GENERAL MEETING 1. Introduction This Explanatory Memorandum has been prepared for the Shareholders of MurchisonUnited NL in connection with the Annual General Meeting of the Company to beheld at 10.30 am (Perth time) on 30th November 2006 in the Colonial ConferenceRoom, 1st Floor, The Melbourne Hotel, Cnr Hay & Milligan Streets, Perth, WesternAustralia. 2. Resolution 2 - Re-election of G R Featherby Mr. G Featherby was appointed as a director on the 2 August 2004. Under theCompany's Constitution any director who at the conclusion of the meeting willhave been in office for 3 or more Annual General Meetings since he was electedto office, must retire. Mr. Featherby holds office until this meeting, andbeing eligible, offers himself for re-election. Information on Mr. G Featherby is contained in the Company's annual report. 3. Resolution 3 - Re-election of B Gustafsson Mr. Bosse Gustafsson was appointed as a director since the last Annual GeneralMeeting. Under the Company's Constitution he holds office only until thismeeting, and being eligible, offers himself for re-election. Mr. Bosse Gustafsson is aged 61 and will be an Executive Director. He wasappointed to the Board on 3 October 2006 and is a qualified geologist and amember of the European Federation of Geologists. Mr. Gustafsson is responsiblefor the Company's uranium exploration programs. 4. Resolution 4 - Remuneration Report The Directors Report for the year ended 30 June 2006 contains a remunerationreport, which sets out the policy for the remuneration of the Directors andExecutives of the Company. The Corporations Act 2001 provides that the vote onthe resolution is advisory only and does not bind the Directors. 5. Resolution 5 - Ratification of Issue of Shares On 18 October 2006 the Company successfully completed a placement of 25,000,000Shares each at A$0.06 per Share to raise A$1,500,000 before costs. ASX Listing Rule 7.1 provides that the prior approval of the shareholders of acompany is required for an issue of equity securities if the securities will,when aggregated with the securities issued by the Company during the previous 12months, exceed 15% of the number on issue at the commencement of that 12 monthperiod. Under ASX Listing Rule 7.4, an issue of securities made without approval underASX Listing Rule 7.1 is treated as having been made with approval for thepurposes of ASX Listing Rule 7.1 if each of the following applies: (a) the issue did not breach ASX Listing Rule 7.1; and (b) holders of the ordinary securities subsequently approve it. The issue of the 25,000,000 Shares did not breach ASX Listing Rule 7.1 becausethe Shares, when aggregated with the securities issued by the Company during theprevious 12 months (other than securities issued with shareholder approval) didnot exceed 15% of the number of securities on issue at the commencement of that12 month period as calculated under the formula set out in ASX Listing Rule 7.1. However, the Company now seeks Shareholder ratification of the issue of the25,000,000 Shares pursuant to ASX listing Rule 7.4 in order to reinstate theCompany's capacity to issue up to 15% of its issued capital, if required, in thenext 12 months without Shareholder approval. ASX Listing Rule 7.5 requires information to be provided to Shareholders asfollows: (a) 25,000,000 Shares were allotted. (b) Shares were each issued at A$0.06. (c) The Shares were allotted to sophisticated clients ofHartleys Limited (Stockbrokers). None of the allottees are related parties ofthe Company. (d) The Shares rank equally in all respects with the existingShares on issue. (e) The funds raised are to be used for: i. exploration programs at the Company's uranium projects in Guinea andMauritania; ii. evaluation of alternatives for progressing and realising value from theCompany's Millenium copper project in Queensland, Australia and its jointventure interest in the Maroochydore copper project in Western Australia; and iii. ongoing investigation of other resource opportunities in Australia andinternationally. (f) A voting exclusion statement is included in the Notice ofAnnual General Meeting. 6. Resolution 6 - Authority to Issue Shares to Creditors of Renison On the 24th of June 2003 the Company appointed an administrator to its thenwholly owned subsidiary Renison. Subsequent to the appointment in an effort toalleviate any threat of legal action by a liquidator of Renison the Companyoffered to issue one Share for each one dollar of creditors' claim outstandingto all "proven" creditors of Renison. In the event that such a distributionresulted in a creditor holding less than a marketable parcel of Shares, thensuch creditor would receive at least a marketable parcel of Shares. The offerunder the terms of the Deed was approved at a creditors meeting held on 13November 2003. Details of the agreement were released to the relevant exchangeson 25 November 2003. At the Annual General Meeting of the Company held on the 9 November 2004 aresolution was passed as follows: "That for the purpose of ASX Listing Rule 7.4 the meeting agrees to approve theallotment of up to 23,000,000 fully paid ordinary shares in the company toapproximately 150 creditors of Renison Bell Ltd". Subsequent to the resolution, on 3 February 2005 the Company issued 15,301,667Shares in respect of the proof of debts approved at that time by the DeedAdministrator. Recently the Deed Administrator finalised the remaining proof ofdebts, which require the issue of an additional 3,828,494 Shares to sevencreditors. These Shares have been provided for in the annual Audited FinancialStatements for the years ended 30 June 2004, 2005 and 2006. The Company has on issue 271,132,594 Shares prior to the issue of Shares to thesubscribers of the placement referred to in resolution 5 and to Renisoncreditors. ASX Listing Rule 7.3 requires information to be provided to Shareholders asfollows: (a) The maximum number of Shares the Company can issue is3,828,494. (b) The Shares will be issued no later than three months afterthe date of the meeting (or such longer period of time as ASX may, in itsdiscretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2). (c) The Shares will each be issued for $0.03. This is a deemedprice only as no funds will be raised from the issue of the Shares. (d) The allottees of the Shares are creditors of Renison andnone of them will be related parties or associates of related parties of theCompany. Creditors who may be entitled to more than 500,000 Shares are: Siemen Financial Services 690,000 Silcar Management Ltd 2,507,265 (e) The Shares to be issued will be fully paid ordinary sharesin the capital of the Company. (f) No funds will be raised from the issue of Shares. (g) Allotment of the Shares will occur progressively. (h) A voting exclusion statement is included in the Notice ofAnnual General Meeting. 7. Resolution 7 - Authority to Issue Shares for the MaroochydoreCopper Project As disclosed to ASX and AIM markets on 22 August 2006 the Directors announcedthat the Deed Administrators have agreed, subject to conditions, to the transferof Renison's interest in the Maroochydore Copper Project in Western Australia toa new subsidiary of the Company. Renison, prior to the appointment of the Deed Administrator, owned the RenisonBell tin mine in Tasmania, and a 50% share in the Maroochydore Copper Project.During Administration the tin mine operations were sold to a third party. Tocomplete the divestment of Renison assets the Company has offered creditors(excluding the Company) an amount of A$170,000 and 12,500,000 Shares to enablethe Company's share of the Maroochydore Copper Project to be transferred to anew subsidiary. The Deed Administrators have recommended the proposal which wasapproved by a meeting of creditors held in Hobart, Tasmania on 29 September2006. The Maroochydore Copper Project is subject to a joint venture with Aditya BirlaMinerals Limited (ASX:ABY) who controls 50% and is the operator. The project islocated approximately 100km southeast of their Nifty Copper mine operations and60km south southeast of the Telfer copper-gold mine. Most creditors of Renison will receive a distribution of cash funds. Largercreditors will receive a distribution of Shares. Subject to final confirmationof the creditors those who may be eligible for more than 500,000 Shares are: Aurora Energy 1,443,327 Barminco 4,922,713 Brambles 660,437 Department of Mineral Resources (Tasmania) 867,376 Siemens 545,050 Silcar Maintenance Service 1,981,598 The Company has on issue 271,132,594 Shares prior to the issue of Shares to thesubscribers of the placement referred to in resolution 5 and to Renisoncreditors. ASX Listing Rule 7.3 requires information to be provided to Shareholders asfollows: (a) The maximum number of Shares the Company can issue is12,500,000. (b) The Shares will be issued no later than three months afterthe date of the meeting (or such longer period of time as ASX may, in itsdiscretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2). (c) The Shares will each be issued for $0.08. This is a deemedprice only as no funds will be raised from the issue of the Shares. (d) The allottees of the Shares are creditors of Renison andnone of them will be related parties or associates of related parties of theCompany. (e) The Shares to be issued will be fully paid ordinary sharesin the capital of the Company. (f) No funds will be raised from the issue of Shares. (g) Allotment of the Shares will occur progressively. (h) A voting exclusion statement is included in the Notice ofAnnual General Meeting. 9. Definitions and Interpretation In this Explanatory Memorandum, the following terms have the following meaningunless the context otherwise requires: "AIM" means the Alternative Investment Market of the London Stock Exchange. "Annexure" means an annexure to this Explanatory Memorandum. "ASIC" means Australian Securities and Investments Commission. "ASX" means Australian Stock Exchange operated by Australian Stock Exchange Limited (ABN 98 008 624 691). "ASX Listing Rules" means the Listing Rules of ASX and "Listing Rules" has an identical meaning. "Board" means the board of Directors of the Company. "Business Day" means any day that is not a Saturday, Sunday or a public holiday in Western Australia. "Company" means Murchison United NL ACN 009 087 852. "Constitution" means the constitution of the Company. "Corporations Act" means the Corporations Act 2001 (Commonwealth) and all regulations made pursuant to such legislation, as amended from time to time. "Deed" means the Deed of Company Arrangement for Renison. "Deed Administrator" means the administrator(s) of the Deed from time to time. "Director" means a director of the Company. "Renison" means Renison Bell Limited ACN 008 896 272 (Subject to Deed of Company Arrangement). "Share" means a fully paid ordinary share in the capital of the Company. "Shareholder" means a member of the Company, as defined in the Constitution of the Company. Terms used in this Explanatory Memorandum have the same meaning as in theCorporations Act unless the context otherwise requires. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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