Microsoft Word - nexme01 2015 Notice of AGM.docx



ACN 124 706 449


Of Level 1, 95 Canning Highway, South Perth WA 6151


Circular to Shareholders

including

Notice of Annual General Meeting Explanatory Statement Proxy Form


The Annual General Meeting of Nex Metals Explorations Ltd will be held at

10.00 am on Monday, 30 November 2015 (WST) at Goodearth Hotel,

195 Adelaide Terrace EAST PERTH WA 6004


This Notice should be read in its 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.


Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on

+61 8 9221 6813.


NEX METALS EXPLORATIONS LTD ACN 124 706 449


NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Nex Metals Explorations Ltd ('Company') will be held at 10.00am on Monday 30 November 2015 (WST) at Goodearth Hotel, 195 Adelaide Terrace, East Perth WA 6004 ('Meeting').


The Proxy Form forms are part of this Notice of Annual General Meeting ('Notice').

Unless otherwise defined, capitalised terms used in this Notice are defined in the Glossary of the Explanatory Statement accompanying this Notice.


The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 10.00am on Saturday, 28 November 2015 (WST).


Please note that:

  • a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

  • proxy need not be a member of the Company; and

  • a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.


The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.


AGENDA

ORDINARY BUSINESS


Financial Statements and Reports

To receive and consider the annual financial report of the Company and its controlled entities, together with the directors' report and the report of the auditor for the financial year ended 30 June 2015.



1. Adoption of the Remuneration Report

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:


'That the Remuneration Report of the Company for the year ended 30 June 2015 be adopted.'


Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.


2. Re - Election of Thomas Percy


To consider, and if thought fit, to pass the following resolution as an ordinary resolution:


'That Thomas Percy who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.'


  1. Approval for the Company to issue an additional 10 percent of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

    To consider, and if thought fit, pass with or without amendment the following resolution as a special resolution:


    'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, the shareholders approve the issue of equity securities of up to 10 per cent 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 over a 12 month period from the date of this General Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum ('10 % Securities').'


    Voting Exclusion


    For the purposes of Listing Rule 7.3, the Company will disregard any votes cast on this resolution by persons who may participate in the proposed issue, a person who might obtain a benefit, except a benefit solely in the capacity of the holder of ordinary securities if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for another 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.




    PROXIES

    Please note that:


    1. a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

    2. a proxy need not be a member of the Company; and

    3. A member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy may exercise half of the votes.


      4. BY ORDER OF THE BOARD


      Kenneth M Allen

      Company Secretary

      Nex Metals Explorations Ltd 26 October 2015


      EXPLANATORY STATEMENT


      This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's 2015 Annual General Meeting.


      The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting.


      This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in the Explanatory Statement are defined in the Glossary.


      Financial Statements and Reports

      The Corporations Act 2001 (Cth) requires the Company's financial statements and reports for the last financial year to be laid before the Annual General Meeting. The financial statements and reports are contained in the Company's 2015 Annual Report is available on the Company's website (www.nexmetals.com).

      While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.



      Shareholders are entitled to submit written questions to the auditor prior to the Annual General Meeting providing that the question relates to:


      • the content of the auditor's report; or

      • the conduct of the audit in relation to the financial report.


        All written questions must be received by the Company no later than five business days before the date of the meeting.


        All questions must be sent to the Company Secretary and may not be sent direct to the auditor. The Company will then forward all questions to the auditor.


        A representative from the audit firm will be attending the Annual General Meeting and will be available to answer questions from Shareholders relevant to:


      • the conduct of the audit;


      • the preparation and content of the auditor's report;

      • the accounting policies adopted by the Company in relation to the preparation of the financial statements; and


      • the independence of the auditor in relation to the conduct of the audit.

      A reasonable time will be allowed at the Meeting for Shareholders to ask the auditor or the auditor's representative questions on the above matters.

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