ALCHEMY RESOURCES LIMITED Subiaco, Western Australia 6008
Your Annual Report is available online at: www.alchemyresources.com.au
This Notice of Annual General 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 Annual General Meeting please do not hesitate to contact the Company Secretary on (08) 9481 4400.
Notice of Annual General Meeting (setting out the proposed Resolutions) 5
Explanatory Statement (explaining the proposed Resolutions) 8
Glossary 20
Proxy Form
The Annual General Meeting of the Shareholders of Alchemy Resources Limited to which
this Notice of Meeting relates will be held at 11.00am (WST) on Thursday, 26 November 2015 at BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco, Western Australia 6008.
The business of the Annual General Meeting affects your shareholding and your vote is important.
Shareholders can vote by either:
attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote;
appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, or by facsimile; or
lodging your proxy and voting online at www.securitytransfer.com.au by following the instructions set out on the attached Proxy Form.
VOTING IN PERSONShareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.
VOTING BY A CORPORATIONA Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.
Shareholders can download and fill out the 'Appointment of Corporate Representative' form from the website of the Company's share registry at www.securitytransfer.com.au.
VOTING BY PROXYA Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy votes, they must cast all directed proxies as directed.
If a proxy does not vote on a resolution which has been directed by the Shareholder, the proxy for that resolution will automatically default to the Chair, who will vote the proxy as directed.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.
However, where a member of the Key Management Personnel or a Closely Related Party of such a member is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy.
If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Adoption of the Remuneration Report).
Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
If a proxy has 2 or more appointments that specify different ways to vote on a resolution then the proxy must not vote on a show of hands.
Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.
If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the Meeting, the Company Secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice of Meeting, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions.
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953;
post to Security Transfer Registrars Pty Ltd, Alexandrea House, Suite 1, 770 Canning Highway, Applecross, Western Australia 6153;
facsimile to Security Transfer Registrars Pty Ltd on facsimile number (08) 9315 2233 (International: +61 8 9315 2233); or
by voting online at www.securitytransfer.com.au,
so that it is received not later than 5.00 pm (WST) on Tuesday, 24 November 2015.
The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5.00 pm WST on 24 November 2015.
Notice is given that the Annual General Meeting of Shareholders of Alchemy Resources Limited will be held at BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco, Western Australia 6008 at 11.00am (WST) on Thursday, 26 November 2015.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
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ORDINARY BUSINESS
Financial Statements and ReportsTo receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.
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RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
'That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company's Annual Report for the year ended 30 June 2015 be adopted.'
The Remuneration Report is contained in the Directors' Report in the Company's Annual Report for the year ended 30 June 2015.
Note: Whilst the Corporations Act requires the Remuneration Report to be put to the vote, the vote on this Resolution is advisory only and does not bind the Directors of the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.
Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution (in anycapacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.
However, a person 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 of the meeting and the appointment of the chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the chair to exercise the proxy even if this Resolution is
connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.
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RESOLUTION 2 - RE-ELECTION OF DIRECTOR - LIZA CARPENE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, Liza Carpene, who ceases to hold office in accordance with clause 11.12 of the Company's Constitution and, being eligible, offers herself for election, be re- elected a Director of the Company.'
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RESOLUTION 3 - RE-ELECTION OF DIRECTOR - SOFIA BIANCHI
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, Sofia Bianchi, being a Director of the Company who retires in accordance with clause 11.3 of the Company's Constitution and, being eligible, offers herself for election, be re- elected a Director of the Company.'
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RESOLUTION 4 - RE-ELECTION OF DIRECTOR - LINDSAY DUDFIELD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, Lindsay Dudfield, being a Director of the Company who retires in accordance with clause 11.3 of the Company's Constitution and, being eligible, offers himself for election, be re- elected a Director of the Company.'
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RESOLUTION 5 - RATIFICATION OF PRIOR SECURITIES ISSUE
To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:
'That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue 10,000,000 Shares on the terms set out in the Explanatory Memorandum.'
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and anyassociates of such person) who participated in the issue.
The Company will not disregard a vote if:
(a)
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
(b)
it is cast by the Chairman 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.
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RESOLUTION 6 - RATIFICATION OF PRIOR SECURITIES ISSUE
To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:
'That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue 33,333,334 Shares on the terms set out in the Explanatory Memorandum.'
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and anyassociates of such person) who participated in the issue.
The Company will not disregard a vote if:
(a)
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
(b)
it is cast by the Chairman 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.
- RESOLUTION 7 - APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
'That, for the purposes of 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 the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, for the purpose and on the terms set out in the Explanatory Statement.'
associates of such person) who may participate in the proposed issue and a person (and any associates of such person) who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares.
The Company will not disregard a vote if:
(a)
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
(b)
it is cast by the Chairman 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.
This Explanatory Statement is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Alchemy Resources Limited ('Alchemy' or the 'Company').
Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Statement.
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FINANCIAL STATEMENTS AND REPORTS
The Corporations Act requires the Company to lay its Financial Report, Directors' Report and Auditor's Report for the last financial year before the Annual General Meeting ('AGM').
No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the reports and the management and performance of the Company.
The Company's Auditor will also be present at the meeting and Shareholders will be given the opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company and the independence of the Auditor.
In addition to taking questions at the Meeting, written questions to the Company's auditor about:
the content of the auditor's report to be considered at the Meeting; and
the conduct of the audit of the annual financial report to be considered at the Meeting,
may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company's registered office.
The Company's 2015 Annual Report is available on the Company's website at www.alchemyresources.com.au.
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RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT
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Introduction
In accordance with section 250R(2) of the Corporations Act the Company is required to put a resolution at its Annual General Meeting to its Shareholders that the Remuneration Report be adopted.
The Directors' Report for the year ended 30 June 2015 contains a Remuneration Report which explains the Board's policies in relation to the nature and level of remuneration paid to Key Management Personnel (including Directors), and sets out remuneration details, service agreements and the details of any share based compensation.
Under the Corporations Act, 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 that a further meeting is held at which all of the Company's Directors who were directors of the Company when the resolution to make the directors' report considered at the second of those annual general meetings was passed (other than the Managing Director) must go up for re-election.
The vote on the Resolution is advisory only and does not bind the Directors or the Company. A reasonable opportunity will be provided for Shareholders to ask questions about, or make comments on, the Remuneration Report at the Annual General Meeting.
- Voting on the Remuneration Report
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RESOLUTION 2 - RE-ELECTION OF DIRECTOR - LIZA CARPENE
The Company's Constitution allows the Directors to appoint at any time a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.
Any Director so appointed holds office only until the next Annual General Meeting and is then eligible for re-election.
Ms Liza Carpene, appointed to the board on 18 March 2015, retires in accordance with clause 11.12 of the Constitution and being eligible, seeks re-election.
Details of Ms Liza Carpene's qualifications and experience are set out in the Company's 2015 Annual Report.
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RESOLUTION 3 - RE-ELECTION OF DIRECTOR - SOFIA BIANCHI
Clause 11.3 of the Company's Constitution requires that at the Annual General Meeting in every year one-third of the Directors for the time being, or, if their number is not 3 nor a multiple of 3, then the number nearest one-third, and any other Director not in such one-third who has held office for 3 years or more (except the Managing Director), must retire from office.
A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.
Ms Sofia Bianchi, elected to the board on 23 November 2012, retires in accordance with clause 11.3 of the Constitution and being eligible, seeks re-election.
Details of Ms Sofia Bianchi's qualifications and experience are set out in the Company's 2015 Annual Report.
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RESOLUTION 4 - RE-ELECTION OF DIRECTOR - LINDSAY DUDFIELD
Clause 11.3 of the Company's Constitution requires that at the Annual General Meeting in every year one-third of the Directors for the time being, or, if their number is not 3 nor a multiple of 3, then the number nearest one-third, and any other Director not in such one-third who has held office for 3 years or more (except the Managing Director), must retire from office.
A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.
Mr Lindsay Dudfield, elected to the board on 23 November 2012, retires in accordance with clause 11.3 of the Constitution and being eligible, seeks re-election.
Details of Mr Lindsay Dudfield's qualifications and experience are set out in the Company's 2015 Annual Report.
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RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF SECURITIES
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Introduction
In 2008 the Company and Troy Resources Limited (Troy) entered into an Asset Sale Agreement whereby the Company acquired Troy's interest in Three Rivers Gold Project (Three Rivers) for $2 million, with $1,310,000 paid at the time in cash and Shares in the Company, and the balance of $690,000 due when the Company makes an announcement that it has delineated gold reserves of not less than 50,000 ounces, or on lodgment of a notice to mine (Reserve Payment).
Three Rivers is part of the Company's Bryah Basin Project.
On 24 February 2015, the Company announced that it had agreed to purchase the Reserve Payment over Three Rivers held by Troy via the issue of 10 million Shares in the Company. The 10 million Shares were issued to Troy on 3 March 2015 within the 15% annual limit permitted by Listing Rule 7.1; and therefore without the need for Shareholder approval. The effect of Shareholders passing Resolution 5 and ratifying the issue will be to restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months.
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Regulatory Requirements
Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.
Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company's members subsequently approve it.
Under Resolution 5, the Company seeks from Shareholders approval for, and ratification of, the issue of the securities set out in section 6.1 so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities in the next 12 months.
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Information required by Listing Rule 7.5
For the purposes of Listing Rule 7.5, the following information is provided about the issue:
The number of securities issued by the Company was 10,000,000 Shares.
The price at which the securities were issued was nil.
The Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and rank equally in all respects with the existing Shares.
The securities were issued to Troy Resources Limited.
No funds were raised by the issue.
A voting exclusion statement is included in the Notice.
- Directors' Recommendation
- RESOLUTION 6- RATIFICATION OF PRIOR ISSUE OF SECURITIES
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Introduction
On 24 February 2015, the Company announced a series of agreements with Northern Star Resources Limited (Northern Star) including a placement to Northern Star of 33,333,334 Shares at an issue price of $0.015 per share.
The Shares were issued to Northern Star on 18 March within the Company's capacity under Listing Rules 7.1 and 7.1A. The effect of Shareholders passing Resolution 6 and ratifying the issue will be to restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months and increase the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated, which in turn will allow a proportionately higher number of securities to be issued without Shareholder approval.
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Regulatory Requirements
Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.
Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company's members subsequently approve it. Issues made under listing rule 7.1A can also be ratified under Listing Rule 7.4.
Under Resolution 6, the Company seeks Shareholder approval for, and ratification of, the issue of the securities set out in section 7.1 so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities in the next 12 months.
The securities issued, for which approval and ratification is sought under Resolution
6 comprise 14.38% of the Company's fully diluted issued capital (based on the number of Shares and Options on issue as at the date of this Notice of Annual General Meeting).
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Information required by Listing Rule 7.5
For the purposes of Listing Rule 7.5, the following information is provided about the issue:
The number of securities issued by the Company was 33,333,334 Shares (comprising 14,787,864 Shares issued under Listing Rule 7.1 and 18,545,470 Shares issued under Listing Rule 7.1A).
The price at which the securities were issued was 1.5 cents per Share.
The Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and rank equally in all respects with the existing Shares.
The securities were issued to Northern Star.
As at the date of this Notice, the funds raised by the issue have not been used. The Company intends to use the funds for general working capital.
A voting exclusion statement is included in the Notice.
- Directors' Recommendation
Pursuant to the Corporations Act, if you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report (other than the Chair) or any Closely Related Party of that member as your proxy to vote on the Remuneration Report, you must direct the proxy how they are to vote. Where you do not direct a member of Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on the Remuneration Report, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution.
The above note on voting does not apply if the voter is the Chair of the meeting and the undirected proxy expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.
The Board unanimously recommends that Shareholders vote in favour of Resolution
5. This will restore the 15% annual limit permitted by Listing Rule 7.1 and allow the Company to issue further securities without Shareholder approval.
The Board unanimously recommends that Shareholders vote in favour of Resolution
6. By ratifying the issue the subject of this Resolution, the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated
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