DRAIG RESOURCES LTD Notice is given that a General Meeting ('Meeting') of the shareholders of Draig Resources Limited (the "Company") will be held at Level 15, KPMG, 10 Shelley Street, Sydney, NSW, 2000 on Wednesday 24 February 2016, commencing at 11am (AEDT).
The business to be considered at the Meeting is set out below. The Notice of Meeting should be read in conjunction with the accompanying Explanatory Notes.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of section 250W the Corporations Act and for all other purposes, Peter Doherty, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth), being eligible, be re-elected as a director of the Company."
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of section 250W of the Corporations Act and for all other purposes, Jarrod Smith, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth), being eligible, be re-elected as a director of the Company."
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 9,953,451 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum."
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue 10,000,000 Options to Patersons Securities Limited or their nominees on the terms and conditions set out in the Explanatory Memorandum."
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of up to 25,000,000 Shares to institutional and professional investors on the terms and conditions set out in the Explanatory Memorandum."
The Explanatory Notes and Information for Shareholders form part of the Notice of General Meeting.
By order of the Board
Company Secretary 25 January 2016
VOTING EXCLUSION STATEMENTSUnder ASX Listing Rule 14.11, the Company will disregard any votes cast on the Resolutions by the following persons:
RESOLUTION | PERSONS EXCLUDED FROM VOTING | |||
3. Ratification of 9,953,451 Shares | prior | issue | of |
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4. Approval for Issue of 10,000,000 options to Consultants |
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5. Approval to issue up to 25,000,000 shares |
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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 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.
The Explanatory Notes should be read in conjunction with, and form part of, the Notice of Meeting.
Under the 'two strikes' legislation which came into effect on 1 July 2011, if at least 25% of the votes cast on the adoption of the remuneration report for the Company at two consecutive Annual General Meetings ('AGM') are against the adoption of the remuneration report, the Company must put to the shareholders a 'spill resolution' at the second AGM. If the spill resolution is passed, the Company must hold another general meeting of shareholders (within 90 days of the passing of the resolution. All the directors of the Company who were directors of the Company when the directors report (including the remuneration report) was being considered at the second AGM, cease to hold office immediately before the end of that meeting and resolutions to appoint persons to offices that will be vacated immediately before the end of the meeting must be put to the vote.
The Company's remuneration report was not adopted at its 2014 and 2015 AGM's and hence, the spill resolution was put to shareholders at the Company's 2015 AGM. This spill resolution was passed at the Company's 2015 AGM and accordingly the Company's directors have called the Meeting.
Immediately, before the end of the Meeting, each of the Company's current directors who were directors when the directors' report was considered at the most recent AGM, being Peter Doherty and Jarrod Smith, will cease to hold office, but being eligible and having been re-nominated are standing for re-election. If re-elected in these circumstances the term of office of the director will not be affected, and directors will be subject to retirement and re-election at an AGM of the Company as normal.
There is no voting exclusion applicable to resolution 1 & 2 to be put to the Meeting.
Peter Doherty and Jarrod Smith, through direct and indirect shareholdings of the Company, collectively hold 14.21% of the Company's issued share capital as at the date of this notice of meeting and have advised the Company that it is their intention to vote IN FAVOUR of Resolutions 1 and 2.
Shareholders should note that if sufficient resolutions are not passed with a 50% majority, then in the absence of any consideration there is potential that two directors from the existing board will be removed from office. The Corporations Act 2001 (Cth) requires a public company, such as Draig Resources Limited, to have a minimum of three directors at all times. In the event that resolutions under the Meeting appointing at least one director is not passed with a 50% majority then the unsuccessful nominee with the highest proportion of favourable votes will be appointed as a director, to make up the required minimum number of three directors.
Draig Resources Limited issued this content on 2016-01-25 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-25 08:13:05 UTC
Original Document: http://www.draigresources.com/wp-content/uploads/2016/01/Notice-of-General-Meeting-PRINTER-FINAL-+-PROXY.pdf
