Catalyst Metals : Notice of annual general meeting (276 k)

‌‌

ABN 54 118 912 495

15 November 2017 at 10.00 a.m.

Celtic Club 48 Ord Street

West Perth, Western Australia

Notice is hereby given that the annual general meeting of shareholders of Catalyst Metals Limited (Company) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 15 November 2017 at 10.00 a.m.

AGENDA

ORDINARY BUSINESS

Financial statements and reports

To receive and consider the annual financial report of the Company and the reports of the directors and auditors for the financial year ended 30 June 2017.

To consider and if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution.

1. Re-election of Stephen Boston as a director

   "That Mr Stephen Boston, being a director of the Company, retires by rotation in accordance with Clause 11.3 of the Constitution and ASX Listing Rule 14.4, and being eligible for re-election, is hereby re-elected as a director of the Company."

2. Re-election of Bruce Kay as a director

   "That Mr Bruce Kay, being a director of the Company, retires by rotation in accordance with Clause

   11.3 of the Constitution and ASX Listing Rule 14.4, and being eligible for re-election, is hereby re- elected as a director of the Company."

   To consider and if thought fit to pass, with or without amendment, the following resolution as an ordinary, non-binding resolution.

3. Remuneration report

   "That for the purposes of Section 250R(2) of the Corporations Act, the Company adopts the Remuneration Report as contained in the annual financial report of the Company for the year ended 30 June 2017."

   A vote on Resolution 3 must not be cast (in any capacity) by or on behalf of any member of 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 Resolution 3 if the vote is not cast on behalf of a person described above and either:

4. the person does so as proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; or

5. the Chairman of the meeting is appointed as proxy and the proxy form does not specify the way the proxy is to vote on the resolution, and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel of the Company.

   SPECIAL BUSINESS

   The special business of the meeting is to consider and if thought fit to pass, with or without amendment, the following resolution as ordinary resolutions.

6. Ratification of share issue

   "That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the share issue by the Company in March 2017 of 3,000,000 ordinary fully paid shares at an issue price of 50 cents each to St Barbara Limited, further details of which are set out in the explanatory memorandum accompanying the notice of meeting."

   The Company will disregard any votes cast on this resolution by St Barbara Limited and any of its associates. However, the Company will not disregard a vote if:

7. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

8. it is cast by the chair of 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.

9. Ratification of share placement

   "That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the placement made by the Company of 3,000,000 ordinary fully paid shares at an issue price of 50 cents each pursuant to a prospectus dated 5 May 2017, further details of which are set out in the explanatory memorandum accompanying the notice of meeting."

   The Company will disregard any votes cast on this resolution by any shareholder who participated in the share placement and any of their associates. However, the Company will not disregard a vote if:

10. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

11. it is cast by the chair of 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.

12. Approval of Performance Rights Plan

    "That for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, any issue of securities made under the Catalyst Metals Limited Performance Rights Plan, a summary of the terms and conditions of which is set out in the explanatory memorandum accompanying the notice of meeting, within the period of 3 years from the date of passing this resolution, is approved as an exception to ASX Listing Rule 7.1."

    The Company will disregard any votes cast on this resolution by any directors of the Company, except one who is ineligibile to participate in any employee incentive scheme in relation to the Company, and any of their associates. However, the Company will not disregard a vote if:

13. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

14. it is cast by the chair of 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.

    A person appointed as proxy must not vote on Resolution 6 on the basis of that appointment if:

15. that person is either a member of Key Management Personnel or a Closely Related Party of such a member; and

16. the appointment does not specify how the proxy is to vote on the proposed resolution;

17. unless the person appointed is the Chairman of the meeting and the appointment expressly authorised the Chairman to exercise the proxy even if the proposed resolution is connected directly or indirectly with the remuneration of the Key Management Personnel of the Company.

    To consider and if thought fit, to pass the following resolution as a special resolution.

18. Approval for 10% placement capacity

    "That for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the explanatory memorandum accompanying the notice of meeting."

    The Company will disregard any votes cast on this resolution by any person who may participate in the issue of Equity Securities under this resolution and a 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 associates of those persons. As at the date of this notice of meeting the Company has no specific plans to issue Equity Securities pursuant to ASX Listing Rule 7.1A and therefore it is not known who (if any) may participate in a potential issue of Equity Securities under ASX Listing Rule 7.1A.

    However, the Company will not disregard a vote if:

19. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

20. it is cast by the chair of 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.

21. By order of the Board

    Frank Campagna

    Company Secretary

    Perth, Western Australia 3 October 2017

    Voting exclusion note

    Where a voting exclusion applies, 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 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.

    Proxy appointments

    A member of the Company who is entitled to attend and vote at the meeting may appoint a proxy to attend and vote for the member at the meeting. A proxy need not be a member of the Company. A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with Section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

    A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the proxy instructions on that form.

    Voting entitlements

    In accordance with Regulation 7.11.37 of the Corporations Regulations, the directors have determined that the identity of those entitled to attend and vote at the meeting is to be taken as those persons who held shares in the Company as at 4.00 p.m (WST) on 13 November 2017.