16th Oct 2014 07:24
16 October 2014
Notice of Annual General Meeting
Please find attached a copy of the Notice of Annual General Meeting, which will be held on 18 November 2014, including the Explanatory Memorandum and Proxy Form, which was dispatched to Shareholders today, together with Oilex's 2014 Annual Report.
For and on behalf of Oilex Ltd
Max Cozijn
Chairman
For further information, please contact:
Oilex Ltd Ron Miller, Managing Director Email: [email protected] Tel: +61 8 9485 3200 Australia | Strand Hanson Limited Nominated Adviser and AIM Broker Rory Murphy/Ritchie Balmer Email: [email protected] Tel: +44 20 7409 3494 UK
| Tavistock Communications Ed Portman Email: [email protected] Tel: +44 20 7920 3150 UK |
OILEX LTD
ABN 50 078 652 632
NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS
18 NOVEMBER 2014
AT 3.30PM (WST)
AT
THE CELTIC CLUB,
48 ORD STREET, WEST PERTH
WESTERN AUSTRALIA
NOTICE OF ANNUAL GENERAL MEETING
Annexure A "Explanatory Memorandum" (attached)
should be read in conjunction with this Notice of Meeting.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held at First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 18 November 2014 at 3.30pm (WST), to conduct the following business:
BUSINESS OF THE MEETING
Financial and other reports
To receive and consider the financial report, together with the directors' report (including the Remuneration Report) and the auditor's report for the financial year ended 30 June 2014.
In compliance with section 315 of the Corporations Act, these reports are available in PDF format at the Investor Information section of the Company's website at: www.oilex.com.au. If you wish to receive hard copies of these reports, please send a written request to Company Secretary, at Oilex Ltd, Level 1, 660 Newcastle Street, Leederville, WA 6007.
RESOLUTIONS
1. Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as a non-binding resolution:
"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the period ended 30 June 2014 be adopted."
Voting Prohibition Statement:
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:
a. does not specify the way the proxy is to vote on this Resolution; and
b. 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.
Note: The vote on Resolution 1 will be advisory only and will not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.
2. To re-elect Mr Max Cozijn as a non - executive Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 14.5 and for all other purposes, Mr Max Cozijn, who retires as a Director and, being eligible, offers himself for re-election, be and is hereby re-appointed as a director of the Company."
3. Approval of Additional 10% Placement Limit
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person 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.
All members are invited to attend.
An Explanatory Memorandum to Shareholders (Annexure A) accompanies this Notice of Meeting.
BY ORDER OF THE BOARD
Robert Ierace
Company Secretary
10 October 2014
PROXIES The Notice of Annual General Meeting (including the Proxy Form) can be viewed on the Company's website.
1. A Proxy Form is enclosed with this Notice of Meeting.
2. Each member who is entitled to attend and cast a vote at the Annual General Meeting may appoint a proxy. A proxy need not be a member.
3. A member who is entitled to cast 2 or more votes at the Annual General Meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a separate proxy form for each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. If you wish to appoint more than 1 proxy you should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes, each proxy may exercise half of the member's rights.
4. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors, is or are:
· deposited at the Company's registered office at Level 1, 660 Newcastle Street, Leederville, Western Australia;
· sent by facsimile to the Company at fax number (08) 9485 3290; or
· deposited at the Company's share registry, Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, Western Australia, 6153;
by 9.00am (WST) on 17 November 2014 (or, in the case of any adjournment of the Annual General Meeting, by no later than 48 hours before the time of the adjourned meeting), at which the person named in the instrument proposes to vote.
5. An instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.
6. A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring evidence of their appointment to the Annual General Meeting, including authority under which their appointment is signed, unless previously given to the Company.
7. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the Annual General Meeting will be the entitlement of that person set out in the Company's register as at 7pm (EST) on 16 November 2014. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.
8. Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:
· if proxy holders vote, they must cast all directed proxies as directed; and
· any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
9. Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
· the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
· if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
· if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and
· if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
If a proxy is also a Shareholder, section 250BB(1) does not affect the way that the person can cast any votes that hold as a Shareholder.
10. Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
· an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
· the appointed proxy is not the chair of the meeting; and
· at the meeting, a poll is duly demanded on the resolution; and
· either of the following applies:
o the proxy is not recorded as attending the meeting; or
o 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.
11. Crest - Depositary Interests
Holders of depositary interests in CREST (DI) are invited to attend the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, DI holders must complete, sign and return the Form of Instruction enclosed with this Notice to the Company's agent using the enclosed reply paid envelope no later than 3.30pm London Time on 13 November 2014.
GLOSSARY
Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and Explanatory Memorandum, the following words are defined here:
"10% Placement Capacity" has the meaning given in Resolution 3 of the Explanatory Memorandum.
"A$" means Australian dollars.
"Annual General Meeting or Meeting" means the annual general meeting of the Company convened under the Notice of Meeting.
"ASX" means ASX Limited ACN 008 624 691 and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.
"Board" means the board of Directors of the Company.
"Closely Related Party" of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.
"Company" means Oilex Ltd ABN 50 078 652 632.
"Constitution" means the constitution of the Company.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Director" means a director of the Company from time to time.
"Eligible Entity" for the purposes of this Notice means an entity that, at the date of the Meeting is not included in the S&P/ASX 300 Index and has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.
"Equity Securities" includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
"Explanatory Memorandum" means the explanatory memorandum accompanying this Notice of Meeting as Annexure A.
"Key Management Personnel" has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
"Listing Rules" means the listing rules of ASX.
"Managing Director" means the managing director of the Company who may, in accordance with the ASX Listing Rules, continue to hold office indefinitely without being re-elected to the office.
"Notice of Meeting or Notice" means this notice of annual general meeting.
"Option" means an option to acquire a Share.
"Optionholder" means the holder of an Option.
"Ordinary Securities" has the meaning set out in the ASX Listing Rules.
"Proxy Form" means the proxy form accompanying the Notice of Meeting.
"Remuneration Report" means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2014.
"Resolution" means a resolution set out in the Notice of Meeting.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a holder of a Share.
"Variable A" means "A" as set out in the calculation in Resolution 3 of the Explanatory Statement.
"WST" means Western Standard Time, being the time in Perth, Western Australia.
OILEX LTD
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held on First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 18 November 2014.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.
BUSINESS OF THE MEETING
Financial and other reports
Section 317 of the Corporations Act requires the Directors of the Company to put before the Annual General Meeting the financial report, directors' report (including the Remuneration Report) and the auditor's report for the last financial year that ended before the Annual General Meeting.
In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to those reports but no formal resolution to adopt the reports will be put to Shareholders at the Annual General Meeting (save for Resolution 1 in respect of the adoption of the Remuneration Report).
Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report. In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company, or the Company's auditor about:
· the preparation and content of the auditor's report;
· the conduct of the audit;
· accounting policies adopted by the Company in relation to the preparation of the financial statements; and
· the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Annual General Meeting to the registered office of the Company.
A copy of Oilex Ltd's Annual Report 2014 is available in the Investor Information section of the Company's website at: www.oilex.com.au.
RESOLUTIONS1. Resolution 1 - Adoption of Remuneration ReportSection 250R of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.
The Remuneration Report is set out in pages 33 to 42 of the Company's Annual Report 2014, which is available on the Investor Information section of the Company's website at www.oilex.com.au.
In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.
The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.
Proxy Voting Restrictions
Shareholders appointing a proxy for this Resolution should note the following:
If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy:
You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member):
You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.
If you appoint any other person as your proxy:
You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.
The Board unanimously recommends that members vote in favour of Resolution 1.
2. Resolution 2 - Re-election of Mr Max Cozijn as a Non - Executive Director
In accordance with Listing Rule 14.5, the Company must hold an election of Directors each year. In order to allow the Company to comply with this rule, Mr Cozijn retires at the Annual General Meeting, and being eligible, offers himself for re-election as a Director. Mr Cozijn was last re-elected as a Director at the Company's Annual General Meeting in November 2012.
Mr Cozijn has provided the following information in relation to his qualifications and experience:
Full Name: Max Cozijn
Qualifications: BCom CPA MAICD
Chairman since the Company listed on the Australian Securities Exchange ("ASX") in 2003, Mr Cozijn has over 35 years of experience in the high-level administration of listed mining and industrial companies. Mr Cozijn has a Bachelor of Commerce Degree from the University of Western Australia and is an Associate of the Australian Society of Certified Practising Accountants.
Mr Cozijn is a Non-Executive Director of Jacka Resources Limited and Carbon Energy Limited, a Finance Director at Energia Minerals Limited, and is a director of various private companies.
During the last three years Mr Cozijn has been a director of the following listed companies:
· Carbon Energy Limited (from September 1992 to current)
· Energia Minerals Limited (from May 1997 to current)
· Jacka Resources Limited (from May 2014 to current)
· Magma Metals Limited (from June 2005 to 25 June 2012)
· Malagasy Minerals Limited (from September 2006 to 8 August 2013)
The Board, excluding Mr Cozijn, recommends that members vote in favour of Mr Cozijn's re-election as a Director.
3. Resolution 3 - Approval of 10% Placement Capacity - Shares
ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital (10% Placement Capacity). The Company is an Eligible Entity.
If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).
The effect of Resolution 3 will be to allow the Company to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1.
Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.
ASX Listing Rule 7.1A
ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.
An Eligible Entity is one that, as at the date of the relevant annual general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.
The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $59 million.
Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 21 classes of Equity Securities on issue, being the Shares (ASX Code: OEX), quoted Options (ASX Code: OEXO) and 19 classes of unquoted Options.
The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:
(A x D) - E
Where:
A is the number of Shares on issue 12 months before the date of issue or agreement:
(a) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(b) plus the number of partly paid shares that became fully paid in the previous 12 months;
(c) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity's 15% placement capacity without shareholder approval; and
(d) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4.
Technical information required by ASX Listing Rule 7.3A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:
Minimum price of securities issued under Listing Rule 7.1A - Listing Rule 7.3A.1
The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section (i) above, the date on which the Equity Securities are issued.
Risk of economic and voting dilution - Listing Rule 7.3A.2
Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue,
which may have an effect on the amount of funds raised by the issue or the value of the Equity Securities.
If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the potential economic and voting dilution of existing Shares is shown in the table below.
The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Shares on issue as at the date of this Notice.
The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.
Number of Shares on Issue (Variable 'A' in ASX Listing Rule 7.1A(2))* |
Dilution | |||
Issue Price (per Share) | $0.048 50% decrease in Issue Price | $0.096 Issue Price | $0.144 50% increase in Issue Price | |
598,327,809 (Current Variable A) | Shares issued - 10% voting dilution | 59,832,781 Shares | 59,832,781 Shares | 59,832,781 Shares |
Funds raised | $2,871,973 | $5,743,947 | $8,615,920 | |
897,491,713 (50% increase in Variable A) | Shares issued - 10% voting dilution | 89,749,172 Shares | 89,749,172 Shares | 89,749,172 Shares |
Funds raised | $4,307,960 | $8,815,921 | $12,923,881 | |
1,196,655,618 (100% increase in Variable A) | Shares issued - 10% voting dilution | 119,665,562 Shares | 119,665,562 Shares | 119,665,562 Shares |
Funds raised | $5,743,947 | $11,487,894 | $17,231,841 |
\* The number of shares on issue (variable A in the formula) could increase as a result of the issue of shares that do not require shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with shareholder approval under Listing Rule 7.1 or 7.4.
The table above uses the following assumptions:
1. There are currently 616,927,809 Shares on issue at the date of this Notice however in the last 12 months prior to the Meeting 18,600,000 shares were issued other than an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1 or 7.4.
2. The issue price set out above is the closing price of the Shares on the ASX on 9/10/14.
3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1 or 7.4.
5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 or 7.4.
8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
Final date for issue - Listing Rule 7.3A.3
The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid).
Purpose of Issue under 10% Placement Capacity - Listing Rule 7.3A.4
The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to use funds raised for activities associated with the Cambay PSC in India and the Wallal Graben in the Canning Basin of Western Australia; or
(ii) as non-cash consideration for any acquisition of new resources assets and investments including/excluding previously announced acquisitions. In such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.
The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities pursuant to Listing Rule 7.1A.
Allocation policy under the 10% Placement Capacity - Listing Rule 7.3A.5
The Company's allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).
The recipients of the Equity Securities which may be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.
Previous Approval under ASX Listing Rule 7.1A - Listing Rule 7.3A.6
The Company has previously obtained approval under ASX Listing Rule 7.1A at the Company's annual general meeting in 2013. As such, the following information is provided to Shareholders in accordance with Listing Rule 7.3A.6, regarding the equity securities issued in the previous 12 months preceding the date of the Meeting.
Listing Rule 7.3A.6(a): Total equity securities issued in the previous 12 months
Number of equity securities on issue at the commencement of the 12 month period: | 422,779,299 Shares 185,892,511 Listed Options 30,462,500 Unlisted Options |
Equity securities issued in the prior 12 month period: | 194,148,510 Shares 10,000,000 Listed Options 13,150,000 Unlisted Options |
Percentage the previous issues represent of the total number of equity securities on issue at the commencement of the 12 month period: | 46% increase in Shares; 5% increase in Listed Options 43% increase in Unlisted Options |
Listing Rule 7.3.A.6(b): Details of equity securities issued in the previous 12 months
Date of issue: | Various Dates |
Number issued: | 7,293,020 |
Class/type of security: | Fully Paid Ordinary Shares |
Summary of terms of class: | See above |
Names of persons who received the securities or the basis on which those persons were determined: | Listed option holders who converted $0.15 listed options to fully paid ordinary shares |
Price at which the securities were issued: | $0.15 |
Discount to market price (if any): | Various |
Cash consideration: · Amount of consideration: · Amount which has been spent: · What it has been spent on: · What is intended use of remaining cash: | Yes · $1,093,935 · $1,093,935 · Cambay development ($843,945) and administration costs ($249,990) · N/A |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: | N/A
|
Date of issue: | 24/02/2014 |
Number issued: | 93,000,000 |
Class/type of security: | Fully Paid Ordinary Shares |
Summary of terms of class: | See above |
Names of persons who received the securities or the basis on which those persons were determined: | Placement to Sophisticated Investors |
Price at which the securities were issued: | $0.072 |
Discount to market price (if any): | 3% to 30 day VWAP |
Cash consideration: · Amount of consideration: · Amount which has been spent: · What it has been spent on:
· What is intended use of remaining cash: | Yes · $6,696,000 · $5,285,495 · Cambay development costs ($3,854,125), Aerial Gravity Survey in the Canning Basin ($679,600) and administration costs including capital raising fees ($751,770) · Cambay Development costs and working capital |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: | N/A
|
Date of issue: | 29/04/2014 |
Number issued: | 1,750,000 |
Class/type of security: | Fully Paid Ordinary Shares |
Summary of terms of class: | See above |
Names of persons who received the securities or the basis on which those persons were determined: | Placement to Directors |
Price at which the securities were issued: | $0.072 |
Discount to market price (if any): | 3% to 30 day VWAP |
Cash consideration: · Amount of consideration: · Amount which has been spent: · What it has been spent on: · What is intended use of remaining cash: | Yes · $126,000 · $126,000 · Cambay-77H drilling costs · N/A |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: | N/A
|
Date of issue: | 14/05/2014 |
Number issued: | 73,505,090 |
Class/type of security: | Fully Paid Ordinary Shares |
Summary of terms of class: | See above |
Names of persons who received the securities or the basis on which those persons were determined: | Placement to Magna Energy Ltd following Sale and Purchase Agreement ("SPA") unwind trigger |
Price at which the securities were issued: | $0.0598 |
Discount to market price (if any): | 0.3% discount to last trade price on date of execution of SPA |
Cash consideration: · Amount of consideration: · Amount which has been spent: · What it has been spent on: · What is intended use of remaining cash: | Yes · $4,395,604 · $4,395,604 · Cambay-77H drilling costs · N/A |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: | N/A
|
Date of issue: | 15/07/2014 |
Number issued: | 18,600,000 |
Class/type of security: | Fully Paid Ordinary Shares |
Summary of terms of class: | See above |
Names of persons who received the securities or the basis on which those persons were determined: | Placement to UK investors |
Price at which the securities were issued: | $0.1146 |
Discount to market price (if any): | 3.5% discount to AIM 15 day VWAP |
Cash consideration: · Amount of consideration: · Amount which has been spent: · What it has been spent on: · What is intended use of remaining cash: | Yes · $2,131,560 · NIL · N/A · Cambay development costs and working capital |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: | N/A
|
Date of issue: | 29/04/2014 |
Number issued: | 10,000,000 |
Class/type of security: | Listed Options |
Summary of terms of class: | Options exercisable at $0.15 expiring 07/09/2015 |
Names of persons who received the securities or the basis on which those persons were determined: | Placement to Australian Joint Lead Managers for advisory services of capital raising approved by shareholders on 17 April 2014 EGM |
Price at which the securities were issued: | $0.15 |
Discount to market price (if any): | N/A |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: |
$0.15 Listed Options expiring 07/09/2015 $100,000
|
Date of issue: | 05/12/2013 |
Number issued: | 3,000,000 |
Class/type of security: | Unlisted Options |
Summary of terms of class: | Unlisted options exercisable at $0.15 expiring 05/12/2016 |
Names of persons who received the securities or the basis on which those persons were determined: | Issue of unlisted options to Darwin Strategic Ltd in conjunction with the securing of a 3 year equity financing facility |
Price at which the securities were issued: | $0.15 |
Discount to market price (if any): | N/A |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: |
$0.15 Unlisted Options N/A
|
Date of issue: | 10/03/2014 and 29/04/2014 |
Number issued: | 4,250,000 |
Class/type of security: | Unlisted Options |
Summary of terms of class: | Unlisted Options exercisable at $0.15 |
Names of persons who received the securities or the basis on which those persons were determined: | Placement to senior employees & Non-Executive Director nominee |
Price at which the securities were issued: | $0.15 |
Discount to market price (if any): | N/A |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: |
$0.15 Unlisted Options N/A
|
Date of issue: | 10/03/2014, 05/08/2014 and 25/08/2014 |
Number issued: | 3,075,000 |
Class/type of security: | Unlisted Options |
Summary of terms of class: | Unlisted Options exercisable at $0.25 |
Names of persons who received the securities or the basis on which those persons were determined: | Placement to senior employees |
Price at which the securities were issued: | $0.25 |
Discount to market price (if any): | N/A |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: |
$0.25 Unlisted Options N/A
|
Date of issue: | 05/08/2014 and 25/08/2014 |
Number issued: | 2,825,000 |
Class/type of security: | Unlisted Options |
Summary of terms of class: | Unlisted Options exercisable at $0.35 |
Names of persons who received the securities or the basis on which those persons were determined: | Placement to senior employees |
Price at which the securities were issued: | $0.35 |
Discount to market price (if any): | N/A |
Non-cash consideration: · Details of the non-cash consideration: · Current value of the non-cash consideration: |
$0.35 Unlisted Options N/A |
Voting Exclusion
A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.
Related Shares:
OEX.L