For personal use only

NEXUS MINERALS LIMITED

ACN 122 074 006

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

For the General Meeting to be held on

20 January 2022 at

9:00am (Western Standard Time) at

41-47 Colin Street

West Perth, Western Australia

Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

Shareholders are urged to vote by lodging the Proxy Form

Commencing
at 9:00am (Western Standard Time) on Thursday,
20 January 2022.

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of Nexus Minerals Limited will be held at:

41-47 Colin Street onlyWest Perth WA 6005

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 9:00am (Western Standard Time). Given the current COVID-19 pandemic, Shareholders are urged to vote by proxy.

useVoting by Proxy

To vote by proxy, please complete and sign the proxy form as soon as possible and deliver the proxy form in accordance with instructions on the proxy form. You may also submit your proxy vote online in accordance with instructions on the proxy form.

Your proxy form must be received not later than 48 hours before the commencement of the Meeting.

VOTING AND PROXIES

personal1.

2.

3.

4.

5. For

A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the 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.

The Chairman of the Meeting will vote undirected proxies in favour of all Resolutions.

In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 18 January 2022 at 5.00pm (Western Standard Time).

If using the proxy form, please complete, sign and return it to the Company's registered office in accordance with the instructions on that form. Voting online is available.

"That, the issue of 17,304,348 Shares as part of the November 2021 placement under Listing Rule 7.1 is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions set out in the Explanatory Statement."

NEXUS MINERALS LIMITED

ACN 122 074 006

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Nexus Minerals Limited will be held at only41-47 Colin Street, West Perth, Western Australia on, 20 January 2022 at 9:00am (WST) for the purpose of

transacting the following business.

Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read

usein conjunction with this Notice.

AGENDA

Resolution 1 - Ratification of November 2021 Placement of Shares Under Listing Rule 7.1

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

personalresolution:

Voting Exclusion:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a)

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance

with directions given to the proxy or attorney to vote on the Resolution in that way; or

(b)

the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution,

in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides;

or

(c)

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a

beneficiary provided the following conditions are met:

For

(i)

the beneficiary provides written confirmation to the holder that the beneficiary is not

excluded from voting, and is not an associate of a person excluded from voting, on the

Resolution; and

(ii)

the holder votes on the Resolution in accordance with directions given by the beneficiary

to the holder to vote in that way.

Nexus Minerals Limited

Notice of General Meeting and Explanatory Statement

3

Resolution 2 - Ratification of November 2021 Placement of Shares Under Listing Rule 7.1A

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

"That, the issue of 24,000,000 Shares as part of the November 2021 placement under Listing Rule 7.1A is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions set out in the Explanatory Statement."

onlyVoting Exclusion:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a)

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance

with directions given to the proxy or attorney to vote on the Resolution in that way; or

(b)

the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution,

use

in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides;

or

(c)

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a

beneficiary provided the following conditions are met:

(i)

the beneficiary provides written confirmation to the holder that the beneficiary is not

excluded from voting, and is not an associate of a person excluded from voting, on the

Resolution; and

(ii)

the holder votes on the Resolution in accordance with directions given by the beneficiary

personalFor

to the holder to vote in that way.

By order of the Board

Phillip MacLeod

Company Secretary

6 December 2021

Nexus Minerals Limited

Notice of General Meeting and Explanatory Statement

4

If Resolution 1 is passed, the 17,304,348 Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-monthperiod following the issue date.
If Resolution 1 is not passed, the 17,304,348 Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-monthperiod following the issue date.
To this end, Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the November 2021 Placement Shares.
The Company wishes to retain as much flexibility as possible to issue additional equity securities without shareholder approval for such issues under Listing Rules 7.1 or 7.1A.
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 or Listing Rule 7.1A (as the case may be) and so does not reduce the Company's capacity to issue further equity securities without shareholder approval under that rule.
The Company undertook the November 2021 Placement by relying on its placement capacity under Listing Rule 7.1 (Resolution 1) and its placement capacity under Listing Rule 7.1A (Resolution 2) as the November 2021 Placement did not fall within any of the exceptions to Listing Rules 7.1 or 7.1A.
The Company is therefore able to issue equity securities up to a combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval within the limits provided.
An "eligible entity" means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes and, for the purposes of Resolutions 1 and 2, obtained approval at its 2021 annual general meeting to the additional 10% capacity under Listing Rule 7.1A.
Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-monthperiod to 15% of the fully paid ordinary securities it had on issue at the start of that period.
17,304,348 Shares were issued pursuant to the Company's capacity under Listing Rule 7.1 (being the subject of Resolution 1) and 24,000,000 Shares were issued pursuant to the Company's Listing Rule 7.1A capacity (being the subject of Resolution 2) which was approved by Shareholders at the annual general meeting held 10 November 2021.
On 23 November 2021, the Company completed a capital raising of $19 million through the issue of 41,304,348 Shares at a price of 46 cents per Share (November 2021 Placement) to sophisticated and professional investors. Euroz Hartleys Limited acted as lead manager to the November 2021 Placement. The raising was undertaken to fund ongoing exploration activities at the Company's Wallbrook Gold Project including reverse circulation (RC) and diamond drilling programs on the Crusader-Templarand Solomon prospects; regional target generation and aircore, RC and diamond drill programs; regional geophysical surveys; and general working capital including costs of the raising. The Company undertook the November 2021 Placement by relying on its placement capacity under Listing Rules 7.1 and 7.1A. Resolutions 1 and 2 seek Shareholder approval to ratify the November 2021 Placement.
General
RESOLUTIONS 1 AND 2 - RATIFICATION OF NOVEMBER 2021 PLACEMENT OF SHARES - LISTING RULES 7.1 AND 7.1A
This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of onlythe Resolutions contained in this Notice.
The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
1.
1.1
For usepersonal
NEXUS MINERALS LIMITED
ACN 122 074 006
EXPLANATORY STATEMENT

Nexus Minerals Limited

Notice of General Meeting and Explanatory Statement

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Nexus Minerals Limited published this content on 16 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 December 2021 08:08:02 UTC.