6th Aug 2009 10:13
5 August 2009Via e-lodgementNotice of General MeetingPlease find attached the Company's notice of meeting that has been despatchedto shareholders. A copy of the full explanatory statement is available on thecompany's website - www.rangeresources.com.auYours faithfullyPeter LandauExecutive DirectorRange Resources LimitedABn 88 002 522 009NOTICE OF GENERAL MEETINGTIME: 10 am (WST)DATE: 4 September 2009PLACE: The University Club of WA Seminar Room 3 Hackett Drive (Entrance Carpark 3) Crawley, WA 6009
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9488 5220.
CONTENTS PAGE
Notice of General Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 6
Glossary 15Proxy Form 19
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10 am (WST) on 4 September 2009 at:
The University Club of WASeminar Room 3Hackett Drive (Entrance Carpark 3)Crawley, WA 6009YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the General Meeting on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Computershare Investor Services Pty Limited, GPO Box D182, Perth, Western Australia 6840; or
(b) facsimile to the Company on facsimile number (+61 8) 9324 2400
so that it is received not later than 10:00 am (WST) on 2 September 2009.
Proxy Forms received later than this time will be invalid.
NOTICE OF GENERAL MEETING
Notice is given that the General Meeting of Shareholders will be held at 10 am (WST) on 4 September 2009 at The University Club of WA, Formal Dining Room, Hackett Drive (Entrance Carpark 3) Crawley, WA 6009.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company no later than the close of business on 2 September 2009.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
1. Resolution 1 - Approval of the issue of securities to acquire a 50% interest in
Strait Oil & Gas Limited
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the allotment and issue of up to:
(a) 70,000,000 Shares; and
(b) 70,000,000 Listed Options (RRSO - $0.05, 31 December 2011); to Strait Oil & Gas Limited as part consideration for the acquisition by the Company of a 50% interest in Strait Oil & Gas Limited on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Strait Oil & Gas Limited and any associates of Strait Oil & Gas Limited andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
2. Resolution 2 - Ratification of issue of securities TO Taghmen Ventures Limited
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 12,000,000 Shares, 3,600,000 Listed Options (RRSOA - $1.00, 1 October 2010) and 180,000 Unlisted Options ($0.50, 30 June 2010) to Taghmen Ventures Limited on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who participated in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
3. Resolution 3 - Ratification of issue of securities TO Amala Management Limited
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 3,000,000 Shares, 900,000 Listed Options (RRSOA - $1.00, 1 October 2010) and 45,000 Unlisted Options ($0.50, 30 June 2010) to Amala Management Limited on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who participated in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.4. Resolution 4 - Ratification of issue of securities - July 2009 Placement
To consider and, if thought fit, to pass, with or without amendment, the following resolutions as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4, and for all other purposes,Shareholders ratify the allotment and issue of 20,341,983 Shares on the termsand conditions set out in the Explanatory Statement accompanying this Noticeof Meeting."Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who participated in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
5. Resolution 5 - Approval of issue of securities - July 2009 Placement
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1, and for all other purposes,approval is given for the Company to issue and allot 79,658,017 Shares and100,000,000 Listed Options (RRSO -$0.05, 31 December 2011), on the terms andconditions set out in the Explanatory Statement accompanying this Notice ofMeeting."Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who may participate in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
6. Resolution 6 - Approval of issue of securities - september 2009 Placement
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue Shares raising a total of up to $5,000,000 on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who may participate in the issue and any of their associates andany person who might obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the resolution is passed. The Companyneed not disregard a vote if it is cast by a person as a proxy for a personwho is entitled to vote in accordance with the directions on the Proxy Form orit is cast by the person chairing the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides.
7. Resolution 7 - Re-election of director - Mr Anthony Eastman
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, Mr Anthony Eastman, a Director who retires in accordance with clause 52.2 of the Constitution and being eligible, is hereby re-elected as a Director."
DATED: 5 August 2009BY ORDER OF THE BOARDANTHONY EASTMANCOMPANY SECRETARYVoting Exclusion Note:Where a voting exclusion applies, the Company need not disregard a vote if itis cast by a person as a proxy for a person who is entitled to vote inaccordance with the directions on the Proxy Form or it is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the Proxy Form to vote as the proxy decides.
PROXY FORMAPPOINTMENT OF PROXYRANGE RESOURCES LIMITEDABN 88 002 522 009 GENERAL MEETINGI/Weof
being a member of Range Resources Limited entitled to attend and vote at the General Meeting, hereby
AppointName of proxy
OR the Chair of the General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of theGeneral Meeting, or the Chair's nominee, to vote in accordance with thefollowing directions, or, if no directions have been given, as the proxy seesfit, at the General Meeting to be held at 10.00am (WST), on Monday 4 September2009 at The University Club of Western Australia, Seminar Room 3, HackettDrive, Crawley, Western Australia, and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of all the Resolutions.
By marking this box, you acknowledge that the Chair of the General Meeting mayexercise your proxy even if he has an interest in the outcome of Resolutions 1to 7 and that votes cast by the Chair of the General Meeting for Resolutions 1to 7 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 Chair will not cast your votes on Resolutions 1 to 7 and your votes willnot be counted in calculating the required majority if a poll is called onResolutions 1 to 7.
OR
Voting on Business of the General Meeting
FOR AGAINST ABSTAIN
Resolution 1 - Approval of the Issue of Securities to Acquire a 50%
Interest in Georgian Oil and Gas Blocks
Resolution 2 - Ratification of Issue of Securities to Taghmen Ventures
Limited
Resolution 3 - Ratification of Issue of Securities to Amala Management
Limited
Resolution 4 - Ratification of Issue of Securities - July 2009
Placement
Resolution 5 - Approval of Issue of Securities - July 2009 Placement
Resolution 6 - Approval of Issue of Securities - September 2009
Placement
Resolution 7 - Re-election of Director - Anthony Eastman
Please note: If you mark the abstain box for a particular Resolution, you aredirecting your proxy not to vote on that Resolution on a show of hands or on apoll and your votes will not to be counted in computing the required majorityon a poll.Signature of Member(s): Date: ______________________Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director
Director/Company Secretary
Contact Name: ____________________________ Contact Ph (daytime): _____________________________
Range Resources LimitedABN 88 002 522 009
Instructions for Completing `Appointment of Proxy' Form
1. A Shareholder entitled to attend and vote at a meeting is entitled toappoint not more than two proxies to attend and vote on their behalf. Wheremore than one proxy is appointed, such proxy must be allocated a proportion ofthe Shareholder's voting rights. If the Shareholder appoints two proxies andthe appointment does not specify this proportion, each proxy may exercise halfthe votes.
2. A duly appointed proxy need not be a Shareholder of the Company. In the case of joint holders, all must sign.
3. Corporate shareholders should comply with the execution requirements setout on the proxy form or otherwise with the provisions of Section 127 of theCorporations Act. Section 127 of the Corporations Act provides that a companymay execute a document without using its common seal if the document is signedby:
(a) Directors of the company;
(b) a Director and a company secretary of the company; or
(c) for a proprietary company that has a sole Director who is also the sole
company secretary - that Director.
For the Company to rely on the assumptions set out in Section 129(5) and (6)of the Corporations Act, a document must appear to have been executed inaccordance with Section 127(1) or (2). This effectively means that the statusof the persons signing the document or witnessing the affixing of the sealmust be set out and conform to the requirements of Section 127(1) or (2) asapplicable. In particular, a person who witnesses the affixing of a commonseal and who is the sole Director and sole company secretary of the companymust state that next to his or her signature.
4. Completion of a proxy form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.
5. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
6. To vote by proxy, please complete and sign the proxy form enclosed and either:
(a) send the proxy form by post to Range Resources Limited, Level 3, 1 Havelock
Street, West Perth WA 6005; or
(b) send the proxy form by facsimile to the Company on facsimile number (08) 9324 2400,
so that it is received not later than 10 am Wednesday 2 September 2009.
Proxy forms received later than this time will be invalid.
vendorRelated Shares:
STA.L