For personal use only
ACN 108 456 444
NOTICE OF MEETING
AND EXPLANATORY STATEMENT
TIME: | 10.00am (WST) |
DATE: | 14 April 2022 |
PLACE: | Level 2, 40 Kings Park Road |
West Perth, Western Australia 6005 |
This Notice of Meeting and Explanatory Statement 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 without delay.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact
the Company Secretary on +61 8 9226 1356.
For personal use only
IMPORTANT INFORMATION IN REGARD TO SHAREHOLDER MEETING VOTING
Notice is hereby given that a general meeting of Shareholders of New World Resources Limited (New World) will be held at Level 2, 40 Kings Park Road, West Perth WA 6005 on Thursday, 14 April 2022 at 10.00am (WST) (Meeting).
Based on the information available at the date of the Notice of Meeting, the Board considers that it will be in a position to hold a physical meeting with appropriate measures in place to comply with Federal and State COVID-19 restrictions regarding gatherings. However, New World strongly encourages Shareholders to submit completed Proxy Forms prior to the Meeting in accordance with the instructions set out in the Proxy Form and the Notice. The Board also advises Shareholders to monitor New World's website and ASX announcements for any updates in relation to the Meeting that may need to be provided.
In accordance with the Corporations Amendment (Meetings and Documents) Act 2021 (Cth), New World will not be sending hard copies of the Notice of Meeting to Shareholders. Instead, Shareholders can access a copy of the Notice at the following link:
https://newworldres.com/wp-content/uploads/NoticeOfGeneralMeeting14April22.pdf
How Shareholders Can Participate
- Shareholders are urged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form to provide specific instructions on how a Shareholder's vote is to be cast on each item of business and the Chair must follow the Shareholder's instructions. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting. Your proxy voting instructions must be received by 10.00am (WST) on Tuesday, 12 April 2022.
- Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at icunningham@newworldres.com. Responses will be provided at the Meeting in respect of all valid questions received prior to 10.00am (WST) on Tuesday, 12 April 2022. Shareholders who physically attend the Meeting, will also have the opportunity to submit questions during the Meeting.
Shareholders should contact the Company Secretary on +61 8 9226 1356 or by email at icunningham@newworldres.com if they have any queries in relation to the Meeting arrangements.
If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on New World's website at www.newworldres.com.
C O N T E N T S
Business of the Meeting (setting out the proposed Resolution)
Explanatory Statement (explaining the proposed Resolution) onlyGlossary
Schedule 1: Pro-forma Balance Sheet
Proxy Form
Annexure 1: Prospectus dated, 4 March 2022
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I M PORTA NT I N FORMA TI ON useTime and place of Meeting
The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on Thursday, 14 April 2022 at:
personalYour vote is important
The business of the Meeting affects your shareholding and your vote is important.
Voting eligibility
New World may specify a time, not more than 48 hours before the Meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.
New World's Directors have determined that all Shares of New World that are on issue at 12.00pm (WST) on Tuesday, 12 April 2022 shall, for the purpose of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above. However, New World strongly encourages all Shareholders to participate in the Meeting by reading the Notice carefully and voting by proxy in accordance with instructions below.
ForVoting by proxy
Shareholders are strongly urged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form to provide specific instructions on how a Shareholder's vote is to be cast on the relevant item of business, and the Chair must follow Shareholder's instructions. Lodgement instructions (which include the ability to lodge proxies online) are set out in the Proxy Form attached to this Notice of Meeting. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting. Proxy Forms must be received prior to 10.00am (WST) on Tuesday, 12 April 2022.
B USI NE S S O F THE MEETI NG
AGENDA
1. only
RESOLUTION 1 - APPROVAL FOR A REDUCTION OF CAPITAL AND IN-SPECIE DISTRIBUTION OF KOBA SHARES
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
"That, for the purpose of section 256B and 256C of the Corporations Act and for all other purposes, approval is given for the adoption of a reduction in New World's share capital by way of an in- specie distribution by New World of the Koba Shares to Eligible Shareholders, on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
2. RESOLUTION 2 - AMENDMENT TO CONSTITUTION
use BY
To consider and, if thought fit, to pass, the following resolution as a special resolution:
"That the Constitution of New World be amended to permit the Company to hold meetings using virtual meeting technology and associated matters by making the amendments marked-up in the copy of the Constitution which is tabled at the Meeting and signed by the Chair for the purposes of identification."
ORDER OF THE BOARD
personalIAN CUNNINGHAM COMPANY SECRETARY 14 March 2022
For
E X PL ANATO RY S TATE ME N T
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.
onlyUnless stated otherwise, variable information (such as the number of Shares on issue, market capitalisation and Share price) is as at the date of the Notice of Meeting.
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1.1
1.1.1 Background
For personal use
New World Resources Limited (ASX:NWC)(New World) is listed on the ASX and its principal focus is on the exploration and development of mineral resource projects in North America.
New World's current corporate structure is shown below:
New World Resources Limited | ||||||||||||||||||||
100% | 100% | |||||||||||||||||||
Koba Resources | Liaz Pty Ltd | |||||||||||||||||||
Limited | (Australia) | |||||||||||||||||||
(Australia) | ||||||||||||||||||||
100% | ||||||||||||||||||||
100% | ||||||||||||||||||||
Koba Resources Inc | Liazus Inc. | |||||||||||||||||||
(USA) | (USA) | |||||||||||||||||||
Right to acquire | ||||||||||||||||||||
Blackpine Cobalt- | ||||||||||||||||||||
Copper Project | ||||||||||||||||||||
100% | 100% | 100% | 100% | |||||||||||||||||
Covada LLC | Codaho LLC | Corizona LLC | Comexico LLC | |||||||||||||||||
Goodsprings | Colson Cobalt | Antler Copper | Tererro Copper- | |||||||||||||||||
Copper-Cobalt | Copper Project | Gold-Zinc VMS | ||||||||||||||||||
Project | ||||||||||||||||||||
Project | Panther Cobalt- | Project | ||||||||||||||||||
Copper Project |
Elkhorn Cobalt
Project
As announced to the ASX on 7 March 2022, New World has determined its future exploration focus will be on its existing Antler Copper Project (Antler Copper Project) and the Tererro Copper-Gold-Zinc VMS Project (Tererro VMS Project).
Consequently, New World has decided, subject to Shareholder approval, to 'spin-out' its wholly- owned subsidiary Koba Resources Limited (ACN 650 210 067) (Koba), which is seeking a listing on the ASX (Koba Transaction) and on 4 March 2022 Koba issued a prospectus with respect to the Koba
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Disclaimer
New World Resources Ltd. published this content on 14 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2022 09:13:06 UTC.