LUIRI GOLD LTD EXEMPTED COMPANY NO. 46884
ARBN 139 588 926
NOTICE OF ANNUAL GENERAL MEETING
and
EXPLANATORY MEMORANDUM
Date of Meeting: Friday, 12 June 2015
Time of Meeting: 9.30am
Place of Meeting: Clarendon House
2 Church Street
Hamilton
Bermuda
This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
EXEMPTED COMPANY NO. 46884
ARBN 139 588 926
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of Luiri Gold Limited (Exempted Company 46884 and ARBN 139 588 926) (Company or Luiri) will be held at Clarendon House, 2 Church Street, Hamilton, Bermuda at 9.30am on Friday, 12 June 2015.
The Explanatory Memorandum which accompanies and forms part of this Notice of Annual General Meeting describes the various matters to be considered and contains a glossary of defined terms for terms that are not defined in full in this Notice of Annual General Meeting (this Notice).
To receive and consider the annual financial statements, the directors' report and auditor's report for
the Company and its controlled entities for the period ended 31 December 2014.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That Mr Peter Hawkins, who was appointed during the year, retires at the Meeting and being eligible, offers himself for reͲelection, be reͲelected as a Director to serve until his appointment is otherwise terminated in accordance with the ByeͲlaws."
2. REͲELECTION OF MRS ANGELA PANKHURST AS A DIRECTORTo consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That Mrs Angela Pankhurst, who was appointed during the year, retires at the Meeting and being eligible, offers herself for reͲelection, be reͲelected as a Director to serve until her appointment is otherwise terminated in accordance with the ByeͲlaws.
3. REDUCTION OF SHARE CAPITALTo consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That, with effect from 12 June 2015 ("the Effective Date"):
i) the Company's authorized share capital be reduced from US$600,000,000 divided into
60,000,000,000 shares of par value US$0.01 each to US$60,000,000 divided into
60,000,000,000 shares of par value US$0.001 each, by reducing the par value of each
authorized share from US$0.01 per share to US$0.001 per share;
ii) the Company's issued share capital be reduced from US$3,267,025.71 divided into
326,702,571 shares of par value US$0.01 each to US$326,702.571 divided into 326,702,571 shares of par value US$0.001 each, by reducing the par value of each authorized share from US$0.01 per share to US$0.001 per share (the "Reduction of Issued Capital");
iii) the surplus resulting from the Reduction of Issued Capital be credited to the contributed surplus account of the Company, such surplus being an amount that is in excess of the capital requirements of the Company; and,
iv) any liability of the holder of shares in the Company prior to the Reduction of Issued Capital to
pay subscription amounts in excess of US$0.001 per share be and is hereby extinguished."
4. ELECTION OF MR STUART MURRAY AS A DIRECTORTo consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That Mr Stuart Murray, who offers himself for election, elected as a Director to serve until his
appointment is otherwise terminated in accordance with the ByeͲlaws."
5. AUTHORITY TO ISSUE SHARES TO A DIRECTOR - STUART MURRAYTo consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"Subject to the passing of Resolution 3 and on or after the Effective Date, that for the purposes of Listing Rule 10.11 and for all other purposes, approval is given by the Shareholders for Mr Stuart Murray's nominee, Zero Nominees Pty Ltd to be issued 90,000,000 Shares (of par value US$0.001 each) on the terms and conditions as set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Mr Murray his nominee and their
associates. However, the Company need not disregard a vote if:
(a) 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
(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.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
Voting Exclusion
The Company will disregard any votes cast on this Resolution 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 shareholder if the resolution is passed, and their associates. However, the Company need not disregard a vote if:
(a) 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
(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.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"Subject to the passing of Resolution 3 and on or after the Effective Date, that for the purposes of Listing Rule 10.11 and for all other purposes, approval is given by the Shareholders for Beach Corporation Pty Ltd, a related party of Chairman Robert Brown, to be issued 20,833,500 Shares (of par value US$0.001 each) on the terms and conditions as set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Beach Corporation Pty Ltd, Mr Brown
and their associates. However, the Company need not disregard a vote if:
(a) 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
(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.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"Subject to the passing of Resolution 3 and on or after the Effective Date, that for the purposes of Listing Rule 10.11 and for all other purposes, approval is given by the Shareholders for Boronia Investments Pty Ltd, a related party of Director Peter Hawkins, to be issued 6,219,180 Shares (of par value US$0.001 each) on the terms and conditions as set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Boronia Investments Pty Ltd, Mr
Hawkins and their associates. However, the Company need not disregard a vote if:
(a) 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
(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.
BY ORDER OF THE BOARD
Angela Pankhurst
Director and Secretary
Dated: 13 May 2015
LUIRI GOLD LIMITED EXEMPTED COMPANY NO. 46884 ARBN 139 588 926 EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be considered at the Annual General Meeting of Shareholders to be held at Clarendon House, 2 Church Street, Hamilton, Bermuda at 9.30am on 12 June 2015.
The Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting. For the assistance of Shareholders, a glossary of defined terms is included at the end of this Explanatory Memorandum.
Full details of the business to be considered at this Annual General Meeting are set out below.
The Companies Act requires Directors to lay the annual financial statements, directors' report and auditor's
report before the Company in annual general meeting.
There is no requirement for the Shareholders to vote on and approve the annual financial statements. However, Shareholders will be given an opportunity to ask questions and make comments about the annual financial statements or the Company generally but there will be no formal resolution submitted to the Meeting in respect of the annual financial statements.
Mr Peter Hawkins and Mrs Angela Pankhurst were appointed as Directors in September 2014 pursuant to
byeͲlaw 52.2 of the ByeͲlaws, following the resignation of two (2) Directors.
Under ASX Listing Rule 14.4, a Director appointed to fill a vacancy holds office until the next annual general
meeting and then is eligible for reͲelection.
Mr Peter Hawkins offers himself for election as a Director of the Company. Peter Hawkins has had more than 35 years corporate experience, having held numerous managing director or partner positions within the stockbroking discipline. Mr Hawkins has been a member of the ASX since 1970 and in the past, a chairman of the Stock Exchange of Perth Ltd, a member of the ASX national committee and a past deputy chairman of the West Australian TAB. Mr Hawkins is a nonͲexecutive director of Resource Equities Limited.
Mrs Angela Pankhurst offers herself for election as a Director of the Company. Angela Pankhurst (MAICD) has over ten years' experience as an executive and nonͲexecutive director primarily in the mining industry. She has held senior executive and company secretarial roles for companies with projects in Kazakhstan, Nigeria, Vietnam and Australia. She was Managing Director of Central Asia Resources Limited during the development of its first gold mine and processing facility. Ms Pankhurst is a nonͲexecutive director of PanTerra Gold Limited.
Recommendations: The Board (excluding Mr Hawkins) unanimously recommends that Shareholders vote in
favour of adopting Resolution 1.
The Board (excluding Mrs Pankhurst) unanimously recommends that Shareholders vote in favour of adopting
Resolution 2.
The Company, as an exempted company incorporated in Bermuda, is subject to the Companies Act. Under
Bermuda law, shares may not be issued for consideration which is below their par value.
In order to provide the Company with the ability to issue additional shares below the current par value of US$0.01 per Share, the Directors wish to seek Shareholder approval a reduction of the Company's share capital.
Pursuant to Resolution 3, the par value of the Company's common shares (both issued and unissued) will be
reduced from US$0.01 to US$0.001 per share.
Shareholders should note that if Resolution 3 is approved, the proposed capital reduction will not change the number of issued Shares, or the percentage interest held by each Shareholder. All Shares on issue and those issued in the future will have a par value of US$0.001 and will each rank pari passu in all respects with each other. Approval of Resolution 3 will have no effect on the underlying assets, business operations, management or financial position of the Company.
The proposed capital reduction will not result in a return of any share capital or other assets to Shareholders.
Any capital cancelled will be credited to the contributed surplus of the Company.
Recommendation: The Board unanimously recommends that Shareholders vote in favour of adopting
Resolution 3.
4. RESOLUTION 4 - ELECTION OF A DIRECTOR, MR STUART MURRAY
Under byeͲlaw 49.1 of the ByeͲLaws, the Company may appoint any person to be a Director by ordinary
resolution.
Mr Stuart Murray offers himself for election as a Director of the Company. He has over 30 years of
experience in the platinum and base metal mining industry.
Mr Murray was an executive director and the Chief Executive Officer of Aquarius Platinum Limited from in 2001 until his retirement in 2012, overseeing the growth of the company from a small single asset miner to a significant midͲtier producer. Prior to that he had held various roles at Impala Platinum, including Consulting Engineer: Refineries, Nickel Business Development Manager and Manager: Operations, and at Middleburg Steel & Alloys and Rhodium Reefs Limited. He is an Associate Member of the UK Institution of Chemical Engineers.
Mr Murray is NonͲexecutive Chairman of Sylvania Platinum Limited (AIM listed Platinum miner &
processor) and a NonͲexecutive Director of Talvivaara Mining Company Plc (OMXH listed nickel miner).
Subject to the passing of this Resolution, Mr Murray will be appointed as Managing Director and Deputy Chairman of the Company. Subject to the passing of Resolution 5, he will initially work at no charge on a partͲtime basis to identify and/or evaluate prospective new projects for the Company. When appropriate Mr Murray will take on an expanded role, on terms and conditions to be agreed, depending on the size and nature of the project to be acquired.
Recommendation: The Board unanimously recommends that Shareholders vote in favour of adopting
Resolution 4.
5. RESOLUTIONS 5, 7 & 8 Ͳ AUTHORITY TO ISSUE SHARES TO DIRECTORS
Listing Rule 10.11 generally provides that Directors and their related parties may not be issued any securities
in the Company without the approval of Shareholders.
These Resolutions seek Shareholder approval in accordance with Listing Rule 10.11 for Directors Stuart
Murray, Robert Brown and Peter Hawkins, or their related parties, to be issued Shares in the Company.
The board has determined that Resolutions 5, 7 & 8 are dependent on the approval of Resolution 3 submitted to Shareholders at this Annual General Meeting, that is, if Resolution 3 is not approved by the Shareholders, this resolution will not be voted on.
Mr Stuart Murray's nominee, Zero Nominees Pty Ltd will, subject to Shareholder approval, subscribe for
90,000,000 Shares (of par value US$0.001 each) at an issue price of A$0.002 per Share. The A$180,000 raised
will be used as working capital.
Beach Corporation Pty Ltd, a related party of Robert Brown, loaned the Company A$25,000 in December
2014 and A$16,667 in March 2015. Both loans are subject to convertible loan agreements under which the loans are to be repaid, subject to Shareholder approval, by the issue of 20,833,500 Shares (of par value US$0.001 each) at an issue price of A$0.002 per Share.
Peter Hawkins was appointed as a NonͲexecutive Director on 15 September 2014, his remuneration is A$20,000pa to be paid in Shares, subject to Shareholder approval. Shareholder approval is being sought for the issue of 6,219,180 Shares (of par value US$0.001 each) to Boronia Investments Pty Ltd, a related party of Mr Hawkins, at an issue price of A$0.002, inͲlieu of A$12,438 of Directors fees for the period 15 September
2014 to 30 April 2015.
In accordance with the disclosure requirements of Listing Rule 10.13, the following information is provided in relation to the proposed Share issues to Zero Nominees Pty Ltd, Beach Corporation Pty Ltd and Boronia Investments Pty Ltd in accordance with (i) Resolution 5, (ii) Resolution 7 and (iii) Resolution 8, respectively:
(a) The maximum number of Shares to be issued is:
9(i0),000,000Shares; (ii2)0,833,500Sharesa;nd (iii6),219,180Shares.
(b) The Shares will be issued no later than 1 month after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules) and it is intended that they be issued on one date.
(c) The issue price of the Shares will be A$0.002 per Share.
(d) The Shares will be fully paid common shares and rank equally with all existing Shares.
(e) (i) Funds raised from the issue will be used for working capital.
(ii) The Shares will be issued in satisfaction of the repayment of loans made to the Company.
(iii) The Shares will be issued inͲlieu of Directors fees owing by the Company.
An issue of Shares approved by Shareholders under Listing Rule 10.11 is an exception to Listing Rule 7.1. Therefore, approval to the issues to the Directors is not being sought under Listing Rule 7.1 because, if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.
Recommendations: The Board (excluding Stuart Murray) unanimously recommends that Shareholders vote
in favour of adopting Resolution 5.
The Board (excluding Robert Brown) unanimously recommends that Shareholders vote in favour of adopting
Resolution 7.
The Board (excluding Peter Hawkins) unanimously recommends that Shareholders vote in favour of adopting
Resolution 8.
ȱ ȱ ȱ
6. RESOLUTIONS 6 Ͳ AUTHORITY TO ISSUE SHARES Resolution 6 seeks Shareholder approval for the issue of 16,667,000 Shares (of par value US$0.001) in satisfaction of the repayment of to repay A$33,334 in loans made to the Company. The loans made equally by N&J Mitchell Holdings Pty Ltd and Zero Nominees Pty Ltd are subject to Convertible Loan Agreements under which they are repayable in Shares at an issue price of A$0.002 per Share (of par value US$0.001), subject shareholders approving the change in par value.The board has determined that Resolution 6 is dependent on the approval of Resolution 3 submitted to Shareholders at this Annual General Meeting, that is, if Resolution 3 is not approved by the Shareholders, this resolution will not be voted on.
Listing Rule 7.1 provides that a company must not, without prior approval of shareholders and subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds
15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
The effect of Resolution 6 will be to allow the Directors to issue the relevant Shares pursuant to the resolution
without utilising the Company's 15% annual placement capacity under Listing Rule 7.1.
In accordance with the disclosure requirements of Listing Rule 7.3, the following information is provided in relation to the proposed Share issue to N&J Mitchell Holdings Pty Ltd and Zero Nominees Pty Ltd. in accordance with Resolution 6:
(a) The maximum number of Shares to be issued is 16,667,000 Shares.
(b) The Shares will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules) and it is intended that they be issued on one date.
(c) The Shares will be issued at A$0.002 per Share.
(d) The Shares will be issued to N&J Mitchell Holdings Pty Ltd and Zero
Nominees Pty Ltd.
(e) The Shares will be fully paid common shares and rank equally with all existing Shares.
(f) The Shares will be issued to repay loans made to the Company.
Recommendation: The Board unanimously recommends that Shareholders vote in favour of adopting
Resolution 6.
ȱ
GLOSSARY OF TERMS
The following terms and abbreviations used in the Notice of Annual General Meeting and this Explanatory
Memorandum have the following meanings.
"A$" means Australian dollars.
"ASX" means ASX Limited, or the stock exchange conducted by ASX, as the context requires.
"Board" means the board of Directors of the Company.
"ByeͲlaws" mean the ByeͲlaws of the Company as amended from time to time.
"Chair" or "Chairman" means the person appointed to chair the Meeting.
"Company" means Luiri Gold Limited (Exempted Company 46884 and ARBN 32 139 588 926). "Companies Act" means the Companies Act 1981 of Bermuda as amended from time to time. "Directors" mean the directors of the Company from time to time.
"Effective Date" has the meaning given such term in Resolution 3.
"Explanatory Memorandum"means the explanatory memorandum that accompanies and forms part of
this Notice.
"Listing Rule" means a Listing Rule of ASX Limited.
"Meeting" means the annual general meeting of Shareholders convened by this Notice.
"Notice"or "Notice of Annual General Meeting" means the notice of annual general meeting which
accompanies this Explanatory Memorandum.
"Officers" means the officers of the Company from time to time. "Proxy Form" means the proxy form attached to this Notice. "Resolution" means a resolution referred to in the Notice. "Secretary" means the secretary of the Company from time to time. "Share" means a common share in the capital of Company. "Shareholder" means a registered holder of Shares.
"US$" means United States dollars
"WST" means Western Standard Time in Western Australia.
Luiri Gold Limited
ARBN 139 588 926
Lodge your vote:
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia
T 000001
000 LGM
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com
For all enquiries call: (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Proxy Form
For your vote to be effective it must be received by 8.30pm (Perth time) Wednesday, 10 June 2015
How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or
100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
www.investorcentre.com
Signing InstructionsIndividual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act
2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
Attending the MeetingBring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
Turn over to complete the form
View your securityholder information, 24 hours a day, 7 days a week:
Review your securityholding
Update your securityholding
Your secure access information is:
SRN/HIN: I9999999999
PLEASE NOTE: For security reasons it is important that you keep your
SRN/HIN confidential.
Samples/000001/000001/i12
MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Change of address. If incorrect, mark this box and make the
correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise
your broker of any changes.
I 9999999999
I N D
Proxy Form Please mark to indicate your directions
STEP 1
Appoint a Proxy to Vote on Your Behalf XXI/We being a member/s of Luiri Gold Limited hereby appoint
the Chairman OR
of the Meeting
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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Luiri Gold Limited to be held at Clarendon House, 2
Church Street, Hamilton, Bermuda on Friday, 12 June 2015 at 9:30am (Bermuda time) and at any adjournment or postponement of that meeting.
STEP 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
Resolution 1 Re-Election of Mr Peter Hawkins as a Director
Resolution 2 Re-Election of Mrs Angela Pankhurst as a Director
Resolution 3 Reduction of Share Capital
Resolution 4 Election of Mr Stuart Murray as a Director
Resolution 5 Authority to Issue Shares to a Director - Stuart Murray
Resolution 6 Authority to Issue Shares
Resolution 7 Authority to Issue Shares to a Director - Robert Brown
Resolution 8 Authority to Issue Shares to a Director - Peter Hawkins
In relation to undirected proxies, the Chairman intends to vote in favour of all the resolutions.
SIGN Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Name
Contact
Daytime
Telephone Date / /
L G M 1 9 9 4 8 6 A
|
distributed by
|
