7th Mar 2007 07:03
Centamin Egypt Limited07 March 2007 Centamin Egypt Limited Notice of General Meeting Notice of General Meeting 10 April 2007 - Toronto Stock Exchange Listing ("TSX") I am pleased to be able to inform you of the next significant and excitinggrowth phase of Centamin Egypt Limited as we progress toward developing Egypt'sfirst modern era gold mine. In the December 2006 Quarterly Report, we reported that we were working towardsa full TSX listing, following a series of highly successful investorpresentations in New York, Boston and Toronto. Your Board believes that the North American capital markets will embrace theadvanced stage exploration and development activities of a project the size ofSukari and, as such, the TSX listing should add value for all shareholders. TheTSX is the largest stock exchange in the world for trading mineral resourcesecurities. The TSX listing will expose your company to a larger investor marketwith a history of supporting and financing gold projects and companies. The listing will be achieved through a public share offering in Canada under aProspectus filed with the Ontario Securities Commission (the "Offering").Subject to applicable laws and regulations, the offering will be on a placingbasis to clients of Westwind Partners Inc in the UK, Europe and the USA. Thepreliminary prospectus has been filed with the Ontario Securities Commission.The Offer will not be made to persons resident in Australia and offers receivedin Australia will not be capable of acceptance. Attached to this letter is a Notice of Meeting. I strongly recommend allshareholders read the Notice of Meeting carefully. The resolution to be put tothe Meeting asks for shareholders to approve the issue of up to 100 million newordinary fully paid shares in the Company. The shares will form the basis of theTSX Offering. The final pricing of the Offering will be determined by theDirectors before the lodgment of the final prospectus. Pricing will also followa series of broker presentations and marketing activities during March. The Board of Directors unanimously recommend that you vote in favour of theresolution. Yours sincerely For Centamin Egypt Limited Sami El-RaghyChairman ----------------------------------------------------------- Notice of General Meeting NOTICE is hereby given that a General Meeting of Shareholders of Centamin Egypt Limited (the "Company") will be held at 1st Floor, Rowing WA, The Esplanade, Mount Pleasant, Western Australia on Tuesday, the 10th of April 2007 commencing at 11.00 am (Australian WST). AGENDA 1. Allotment and Issue of Shares To consider, and if thought fit, to pass the following ordinary resolution: "That for the purposes of ASX Listing Rule 7.1 and for all other purposes,approval is given for the Company to allot and issue up to 100,000,000 Shares atan issue price to be determined by the Directors being not less than a minimumissue price of the Canadian dollar equivalent of A$0.90, the Canadian dollarequivalent being calculated at the nominal noon spot rate quoted by the Bank ofCanada at the date on which the pricing is determined. The Company intends touse the funds raised from the issue of the Shares to partially fund theCompany's Sukari Gold Project, to fund regional exploration programmes in Egyptand working capital and general corporate expenses, including costs of theissue. Short Explanation: Under Listing Rule 7.1, the Company may issue up to 15% ofits ordinary share capital in any 12 month rolling period without shareholderapproval. By obtaining the prior approval of shareholders for the issue ofsecurities proposed under this resolution, the Company retains the flexibilityto make future issues of securities up to that threshold. Please refer to theExplanatory Notes for details. The shares will be issued not later than three months after the date of theGeneral Meeting at which the issue is approved (or such later date permitted byany ASX waiver or modification of the ASX Listing Rules). Voting Exclusion: The Company will disregard any votes cast on this resolutionby any person who may participate in the proposed issue and a person who mayobtain a benefit, except a benefit solely in the capacity of a security holderand any associates of those persons. 2. Other Business To transact any other business which may be brought forward in conformity withthe Company's Constitution. NOTES Members entitled to attend and vote at the meeting For the purposes of the meeting and in accordance with regulation 7.11.37 of theCorporations Regulations 2001, it has been determined that the members entitledto attend and vote at the meeting shall be those persons who are recorded in theregisters of members at 4.00 pm (Australian WST) on Sunday, the 8th of April2007 (UK, 8.00 am GMT, Sunday, the 8th of April 2007). Accordingly, sharetransfers registered after that time will be disregarded in determiningentitlements to attend and vote at the meeting. Proxies Each shareholder is entitled to appoint a proxy. The proxy does not need to be amember of the Company. A shareholder that is entitled to cast two or more votesmay appoint two proxies and may specify the proportion or number of votes eachproxy is appointed to exercise. If a shareholder appoints two proxies, eachproxy may exercise half of the shareholder's votes if no proportion or number ofvotes is specified. A Proxy Form accompanies this Notice and to be effective, duly completed proxyforms, together with any relevant power of attorney, must be received by theCompany by no later than 11.00 am (Australian WST), Sunday, the 8th of April2007 (UK, no later than 3.00 am GMT, Sunday, the 8th of April 2007). Pleasedirect proxy forms and any relevant power of attorney to: Australian Register or United Kingdom RegisterThe Company Secretary The Company SecretaryCentamin Egypt Limited Centamin Egypt Limitedc/- Advanced Share Registry Services c/- Computershare Investor Services Plc110 Stirling Highway PO Box 1075, The PavilionsNedlands, Western Australia 6909 Bridgwater Road, Bristol BS99 3EAFacsimile: + 61 8 9389 7871 Facsimile: + 44 870 703 6109 Corporate Representatives Any corporate representative wishing to appoint a person to act as itsrepresentative at the meeting may do so by providing that person with: (a) a letter or certificate, executed in accordance with the corporate shareholder's constitution, authorising that person as the corporate shareholder's representative at the meeting; or (b) a copy of the resolution appointing the person as the corporate shareholder's representative at the meeting, certified by a secretary or director of the corporate shareholder. By Order of the Board H BrownCompany SecretaryPerth, 06 March 2007 EXPLANATORY NOTES TO SHAREHOLDERS 1. Allotment and Issue of Shares ASX Listing Rule 7.1 provides that a company must not, subject to certainexceptions, issue during any 12 month period any equity securities or othersecurities with rights of conversion to equity (such as an option) if the numberof those securities exceeds 15% of the total ordinary securities on issue at thecommencement of that 12 month period. One circumstance where an issue is not taken into account in the calculation ofthis 15% threshold is where the issue has the prior approval of shareholders ina general meeting. The Company is seeking approval under this Listing Rule for the proposed offerof up to 100,000,000 Shares to allow this number of securities not to beincluded in the calculation under ASX Listing Rule 7.1. This will enable theCompany to have the flexibility to issue equity securities in the future up tothe 15% threshold without the requirement to obtain Shareholder approval. The Shares are to be issued outside Australia and will be offered pursuant to aprospectus filed with the Ontario Securities Commission which will achievelisting of the Company on the Toronto Stock Exchange (TSX). ASX Listing Rule 7.3 requires that the following information be provided toShareholders when seeking an approval for the purposes of ASX Listing Rule 7.1:- a) the maximum number of securities to be issued is 100,000,000 Shares; b) the Shares will be issued at a minimum price being the Canadian dollar equivalent of A$0.90, the Canadian dollar equivalent being calculated at the nominal noon spot rate quoted by the Bank of Canada at the pricing date; c) the Shares will be issued no later than three (3) months after the date of General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules); d) the Shares will rank equally with the Company's current issued shares; e) it is intended that allotment of the Shares will occur on one date; f) the Shares will be offered outside Australia to the public in the provinces of Canada other than Quebec, and by placement to clients of Westwind Partners Inc in North America and, subject to applicable laws, in the UK and Europe; offers received in Australia will not be capable of acceptance; and g) the Company intends to use the funds raised from the issue of the Shares to partially fund the Company's Sukari Gold Project, to fund regional exploration programmes in Egypt and working capital and general corporate expenses, including costs of the issue. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Centamin PLC