AUDALIA RESOURCES LIMITED 
By Monday, 26 November 2012
Time of Meeting11.00 am (WST)
Place of Meeting Studio Two Crown PerthGreat Eastern Highway
Burswood, Western Australia 6100
ANNUAL REPORT
The 2012 Annual Report is available from the Company's
website via the following link: www.audalia.com.au.
The Annual General Meeting of Audalia Resources Limited
(Company or Audalia) is to be held at Studio Two, Crown
Perth, Great Eastern Highway, Burswood, Western Australia
6100 on Monday, 26 November 2012 commencing at 11.00 am
(WST).
The Explanatory Statement that accompanies and forms part of
this Notice describes the matters to be considered at this
meeting.
To receive and consider the financial report and the reports of the Directors and of the Auditor for the financial year ended 30 June 2012.
Resolution 1 - Non-Binding Resolution to Adopt Remuneration ReportTo consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"To adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2012."
Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1 (in any capacity, whether as proxy or as shareholders) by any of the following persons:
(a) Key Management Personnel; and
(b) Closely Related Parties of Key Management Personnel.
However, the Company need not disregard a vote if:
(c) it is cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the proxy is to vote on the resolution contained in Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or
(d) it is cast by the chair of the meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above.
Resolution 2 - Re-election of Director - Dato Soo Kok LimTo consider and, if thought fit to pass, the following resolution as an ordinary resolution:
"That Dato Soo Kok Lim, who retires by rotation in accordance with clause 13.2 of the Company's
Constitution, be re-elected as a Director of the Company."
Resolution 3 - Approval of Additional 10% Placement CapacityTo consider and, if thought fit to pass, the following resolution as a special resolution:
"That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities 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 Statement: The Company will disregard any votes cast on Resolution 3 by any person who may participate in the proposed issue and any 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 person associated with those persons.
However, the Company will 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 the vote 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.
BY ORDER OF THE BOARD Karen LoganCompany Secretary
Dated: 19 October 20122
1. A member entitled to attend and vote is entitled to
appoint not more than two proxies to attend and vote on
behalf of the member. A proxy need not be a member of the
Company, but must be a natural person (not a corporation). A
proxy may also be appointed by reference to an office held by
the proxy (eg "the Company Secretary").
2. Where more than one proxy is appointed, each proxy may be
appointed to represent a specified proportion of the member's
voting rights. If no such proportion is specified, each proxy
may exercise half of the member's votes.
3. A proxy form is enclosed. A separate form must be used for
each proxy. An additional form can be obtained by writing to
the Company at PO Box 3438, Nedlands WA 6909 or by fax to (61
8) 6389 2588. Alternatively, you may photocopy the enclosed
form.
4. A duly completed proxy form and (where applicable) any
power of attorney or a certified copy of the power of
attorney must be received by the Company at its registered
office or the address or fax number set out below, not less
than 48 hours before the time for commencement of the
meeting. Please send by post to PO Box
3438, Nedlands WA 6909 or by fax to (61 8) 6389 2588.
5. The Company will accept proxy appointments by a corporate
member executed in accordance with either section 127(1) (not
under seal) or section 127(2) (under seal) of the
Corporations Act.
6. For the purposes of section 1074E(2) of the Corporations
Act and regulation 7.11.37 of the Corporations Regulations
2001, the Company determines that members holding ordinary
shares at 11.00 am WST on Saturday, 24 November 2012 will be
entitled to attend and vote at the Annual General
Meeting.
7. The Explanatory Memorandum attached to this Notice forms
part of this Notice.
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This Explanatory Memorandum has been prepared to provide
shareholders with material information to enable them to make
an informed decision on the business to be conducted at the
Annual General Meeting of Audalia Resources Limited (Company
or Audalia).
The directors recommend shareholders read this Explanatory
Memorandum in full before making any decision in relation to
the resolutions.
Under the Corporations Act, the directors of the Company must
table the financial report, the directors' report and the
auditor's report for Audalia for the year ended 30 June 2012
at the meeting.
These reports are set out in the 2012 Annual Report.
Shareholders who elected to receive a printed copy of annual
reports should have received the 2012 Annual Report with this
Notice of Annual General Meeting. In accordance with section
314 (1AA)(c) of the Corporations Act, the Company advises the
2012 Annual Report is available from the Company's website
(www.audalia.com.au).
Shareholders will be given reasonable opportunity at the
meeting to ask questions and make comments on the financial
report, the directors' report and the auditor's report.
Under the Corporations Act, the Company is required to
include, in the directors' report, a detailed Remuneration
Report setting out the prescribed information in relation to
the remuneration of directors and executives of Audalia and
the Company's remuneration practices.
Shareholders will be given reasonable opportunity at the
meeting to ask questions and make comments on the
Remuneration Report.
The Remuneration Report is required to be submitted for
adoption by a resolution of Shareholders at the meeting. The
vote on this resolution is advisory only and does not bind
the directors or the Company. However, the Board will take
the outcome of the vote into consideration when reviewing
remuneration practices and policies.
Board recommendation
As all Directors are excluded from voting on this Resolution, no recommendation is made.
Resolution 2 - Re-election of Director - Dato Soo Kok Lim
Clause 13.2 of the Constitution requires that at every annual
general meeting, one-third of the Directors for the time
being, or if their number is not a multiple of 3, then such
number as is appropriate to ensure that no director other
than Managing Director holds office for more than 3 years,
shall retire from office. A retiring director is eligible for
re-election.
Dato Lim retires by rotation in accordance with the Company's
Constitution and, being eligible, offers himself for re-
election.
Dato Lim is a graduate in Law with Honours from The
University of Kent at Canterbury, England in 1989. In 1990,
he obtained the degree of Utter Barrister Gray's Inn,
England. He was called to the Bar in Malaysia in 1991. After
a brief career in a local law firm in Kuala Lumpur, he
established his own practice in 1993 and operated it until
1999. He was appointed a Commissioner for Oaths by the Chief
Justice of Malaysia in 1999. Dato Lim is also a Notary Public
appointed by the Attorney General of Malaysia.
He is also currently a director of a number of companies
listed on Bursa Malaysia (formerly known as the Kuala Lumpur
Stock Exchange). Dato Lim is actively involved with the
management of significant family investments in property
development, hotel management and other commercial interests.
He has substantial business and legal experience in
investments in Malaysia, Australia, China and other South
East Asian countries.
Board recommendation
The Board (other than Dato Lim) recommends Shareholders vote in favour of the Resolution.
Voting intention
The Chairman of the meeting intends to vote all undirected
proxies in favour of Resolution 2.
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Background
Listing Rule 7.1A enables eligible entities to issue Equity
Securities up to 10% of their issued share capital over a 12
month period after the annual general meeting at which a
resolution for the purposes of Listing Rule 7.1A is passed by
special resolution (Additional 10% Placement Capacity). The
Additional 10% Placement Capacity is in addition to the
Company's 15% placement capacity under Listing Rule 7.1.
An entity will be eligible to seek approval under Listing
Rule 7.1A if:
(a) the entity has a market capitalisation of $300 million or
less (excluding restricted securities and securities quoted
on deferred settlement basis); and
(b) the entity is not included in the S&P ASX 300 Index.
The Company is an eligible entity for the purposes of Listing
Rule 7.1A.
The number of Equity Securities to be issued under the
Additional 10% Placement Capacity will be determined in
accordance with the formula set out in Listing Rule
7.1A.2.
The Company is putting Resolution 3 to Shareholders to seek
approval to issue additional Equity Securities under the
Additional 10% Placement Capacity. It is anticipated that
funds raised by the issue of Equity Securities under the
Additional 10% Placement Capacity would be applied towards
general working capital.
Listing Rule 7.1A
The effect of Resolution 3 will be to permit the Company to
issue the Equity Securities under Listing Rule 7.1A during
the Additional Placement Period (as defined below) without
using the Company's 15% placement capacity under Listing Rule
7.1.
Equity Securities issued under the Additional 10% Placement
Capacity must be in the same class as an existing quoted
class of Equity Securities of the Company. As at the date of
this Notice the Company has two classes of quoted securities
on issue: Shares (ASX: ACP) and Listed Options (ACP:
ACPO).
Based on the number of shares on issue at the date of this
Notice, the Company will have 80,160,001 Shares on issue and
therefore, subject to Shareholder approval being sought under
Resolution 3, 8,016,000 Equity Securities will be permitted
to be issued in accordance with Listing Rule 7.1A.
Shareholders should note that the calculation of the number
of Equity Securities permitted to be issued under the
Additional 10% Placement Capacity is a moving calculation and
will be based on the formula set out in Listing Rule 7.1A at
the time of issue of the Equity Securities. The table below
demonstrates various examples as to the number of Equity
Securities that may be issued under the Additional 10%
Placement Capacity.
Resolution 3 is a special resolution, requiring approval of
75% of the votes cast by Shareholders present and eligible to
vote (in person, by proxy, by attorney or, in the case of a
corporate shareholder, by a corporate representative) in
order to be passed.
Specific Information required by Listing Rule 7.3A
The following information in relation to the Shares to be
issued is provided to Shareholders for the purposes of
Listing Rule 7.3A:
(a) The Equity Securities will be issued at an issue price of
not less than 75% of the volume weighted average price for
the Company's Equity Securities over the 15 Trading Days
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 Trading
Days of the date in paragraph (i) above, the date on which
the Equity Securities are issued.
(b) If Resolution 6 is approved by shareholders and the
Company issues Equity Securities under the Additional
10% Placement Capacity, the existing Shareholders' economic
and voting interests in the Company will be diluted. There is
also a risk that:
i. the market price for the Company's Equity Securities may
be significantly lower on the date of the issue of the Equity
Securities than on the date of the meeting; and
ii. the Equity Securities may be issued at a price that is at
a discount to the market price for the
Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the
issue of the Equity Securities.
5
The table below shows the dilution of existing Shareholders
of the issue of the maximum number of Equity Securities under
the Additional 10% Placement Capacity using variables for the
number of ordinary securities for variable "A" (as defined in
Listing Rule 7.1A) and the market price of Shares. It is
noted that the variable "A" is based on the number of
ordinary securities the Company has on issue at the time of
the proposed issue of Equity Securities.
The table shows:
i. examples where variable "A" is at its current level and
where variable "A" has increased by 50%
and 100%;
ii. examples of where the issue price of ordinary securities
is the current market price as at close of trade on 8 October
2012, being $0.16, (current market price), where the issue
price is halved, and where it is doubled; and
iii. the dilutionary effect will always be 10% if the maximum
number of Equity Securities that may be issued under the
Additional 10% Placement Capacity are issued.
Variable "A" | Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect | Dilution | ||
Variable "A" | Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect | $0.08 Issue Price at half the current market price | $0.16 Issue Price at current market price | $0.32 Issue Price at double the current market price |
Current Variable A 80,160,001 Shares | Shares issued | 8,016,000 | 8,016,000 | 8,016,000 |
Current Variable A 80,160,001 Shares | Funds raised | $641,280 | $1,442,880 | $2,885,762 |
Current Variable A 80,160,001 Shares | Dilution | 10% | 10% | 10% |
50% increase in current Variable A 120,240,002 Shares | Shares issued | 12,024,000 | 12,024,000 | 12,024,000 |
50% increase in current Variable A 120,240,002 Shares | Funds raised | $961,920 | $1,923,840 | $3,847,680 |
50% increase in current Variable A 120,240,002 Shares | Dilution | 10% | 10% | 10% |
100% increase in current Variable A 160,320,002 shares | Shares issued | 16,032,000 | 16,032,000 | 16,032,000 |
100% increase in current Variable A 160,320,002 shares | Funds raised | $1,282,560 | $2,565,120 | $5,130,240 |
100% increase in current Variable A 160,320,002 shares | Dilution | 10% | 10% | 10% |
Note this table assumes:
i. No Options are exercised before the date of the issue of
the Equity Securities;
ii. The issue of Equity Securities under the Additional 10%
Placement Capacity consists only of
Shares.
(c) Approval of the Additional 10% Placement Capacity will be
valid from the date of the Annual General Meeting and will
expire on the earlier of:
i. the date that is 12 months after the date of the Annual
General Meeting; and
ii. the date of the approval by Shareholders of a transaction
under Listing Rule 11.1.2 (a significant change to that
nature of scale of activities) or Listing Rule 11.2 (disposal
of main undertaking),
or such longer period if allowed by ASX (Additional Placement
Period).
(d) The Company may seek to issue the Equity Securities for
the following purposes:
i. cash consideration. If Equity Securities are issued for
cash consideration, the Company intends to use the funds
raised towards acquisition of new assets or investments
(including expenses associated with such acquisitions),
continued exploration of the Company's Gascoyne, Medcalf and
Lake Johnston Projects and for general working capital
purposes.
ii. non-cash consideration for the acquisition of new assets
and investments in the resource sector.
If Equity Securities are issued for non-cash consideration,
the Company will comply with Listing Rule 7.1A.3 in relation
to such issue and will release the valuation of the non-cash
consideration to the market.
The Company will comply with the disclosure obligations under
Listing Rule 7.1A.4 and 3.10.5A upon issue of any Equity
Securities.
(e) The Company's allocation policy for the issue of Equity
Securities under the Additional 10% Placement Capacity will
be determined having regard to the prevailing market
conditions at the time of the proposed issue.
6
The identity of the allottees under the Additional 10%
Placement Capacity will be determined on a case-by- case
basis having regard to factors which may include the
following:
i. the methods of raising funds that are available to the
Company, including the time and market exposure associated
with various methods of raising capital applicable at the
time of raising;
ii. the dilutionary effect of the proposed issue of the
Equity Securities on existing Shareholders at the time of
proposed issue of Equity Securities;
iii. the financial situation and solvency of the Company;
and
iv. advice from professional advisers, including corporate,
financial and broking advisers (if applicable).
The Company notes that:
i. any funds raised from the issue of Shares under the
Additional 10% Placement Capacity are likely to be applied
towards continued exploration of the Company's Gascoyne,
Medcalf and Lake Johnston Projects and for general working
capital purposes;
ii. it is not possible to determine whether any existing
Shareholders, or class of Shareholders, would be invited to
apply for any Shares to be issued under the Additional 10%
Placement Capacity, or to determine the category of any new
investors that may be invited to participate in such a
fundraising;
iii. prior to undertaking any fundraising, the Board will
have regard to whether it is in the Company's best interests
to structure such a fundraising as an entitlements issue to
all of the Company's existing Shareholders at that time;
and
iv. the reasons for undertaking any particular issue under
the Additional 10% Placement Capacity would be announced at
the time the Company sought to issue shares under that
Additional 10% Placement Capacity.
As at the date of this Notice, the allottees under the
Additional 10% Placement Capacity have not been determined.
They may, however, include substantial Shareholders and/or
new Shareholders who are not related parties or associates of
related parties of the Company.
Furthermore, if the Company is successful in acquiring new
assets or investments, it is likely that the allottees under
the Additional 10% Placement Capacity will be the vendors of
the new resource assets or investment.
(f) The Company has not previously obtained shareholder
approval under Listing Rule 7.1A.
(g) A voting exclusion statement is included in the Notice.
At the date of the Notice, the Company has not determined its
allocation policy for the issue of Equity Securities under
the Additional 10% Placement Capacity. The Company has not,
and has not yet determined to approach, any particular
existing security holders or an identifiable class of
existing security holders to participate in an offer under
the Additional 10% Placement Capacity, and therefore no
Shareholder will be excluded from voting on Resolution 3.
Board recommendation
The Board recommends Shareholders vote in favour of Resolution 3.
Voting intention
The Chairman of the meeting intends to vote all undirected
proxies in favour of Resolution 3.
7
Meeting.
Key Management Personnel has the meaning given to that term in the Australian Accounting Standards. Listed Options means the Company's listed Options, each Option having an exercise price of $0.20 and an expiry date of 28 April 2014. Notice or Notice of Meeting means the notice of annual general meeting accompanying this ExplanatoryMemorandum.
Option means an option to acquire a Share. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a shareholder of the Company. Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules. WST means Western Standard Time.8
MR SAM SAMPLE UNIT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE
SAMPLEVILLE WA 6060
1. Appointment of ProxyI/We being a member/s of Audalia Resources Limited hereby appoint
the Chairman
of the Meeting OR
PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
or, failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Audalia Resources Limited to be held at Studio Two, Crown Perth, Great Eastern Highway, Burswood, Western Australia 6100 at 11.00 am (WST) on Monday, 26 November 2012 and at any adjournment of that meeting.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
Chairman authorised to exercise proxies on remuneration-related matters: If I/we appoint the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes your proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Item 1 even though that item is connected directly or indirectly with the remuneration of a member of key management personnel of Audalia Resources Limited, which includes the Chairman. I/we acknowledge that if the Chairman of the Meeting is my/our proxy and I/we have not marked any of the boxes opposite Item 1, the Chairman of the Meeting intends to vote my/our proxy in favour of Item 1.
You can direct the Chairman how to vote by marking the boxes in Section 2 below (for example if you wish to vote against or abstain from voting).
2. Items of BusinessPlease mark to indicate your voting directions.
FOR AGAINST ABSTAIN
1. Adoption of Remuneration Report
