PACIFIC NICKEL MINES LIMITED For personal use only
ASX ANNOUNCEMENT
12 November 2021
Notice of General Meeting
Pacific Nickel Mines Limited (ASX Code: PNM) (Pacific Nickel or Company) has today despatched a Notice of Meeting for a General Meeting of Shareholders (attached) to be held on Tuesday 14 December 2021.
Authorised by the Company Secretary.
For further information please contact:
Mr. Andrew J. Cooke
Company Secretary
Email: acooke@pacificnickel.com
Please visit the company's website at www.pacificnickel.com
Pacific Nickel Mines Limited ABN 86 075 613 268 Level 4, 283 George Street, Sydney NSW 2000, Australia PO Box R1295, Royal Exchange NSW 1225, Australia
Email: info@pacificnickel.com | www.pacificnickel.com |
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ABN 86 075 613 268
NOTICE OF GENERAL MEETING
Notice is hereby given of a General Meeting of the Company
At: | The York Conference & Function Centre, |
Level 2, 95-99 York Street, Sydney NSW 2000 | |
On: | Tuesday 14 December 2021 at 4.00 pm (Sydney Time) |
IMPORTANT INFORMATION ABOUT THE GENERAL MEETING
As a consequence of government-based measures to combat the spread of COVID-19,physical attendance at the General Meeting is strongly discouraged. Accordingly, please note as follows:
- Shareholders will be required to comply with prevailing Covid-19 restrictions and may be required to wear a mask at the meeting.
- Any presentations by the Chairman or the Executive Director & CEO will be lodged with the ASX prior to the meeting and made available on the Company's website before the commencement of the Meeting.
- Shareholders are encouraged to vote by submitting their proxy prior to the meeting as set out in more detail in the attached Notice of Meeting and Proxy Form.
- Questions for the board of directors can be e-mailed to info@pacificnickel.comand must be received by no later than 17:00 on 7 December 2021.
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BUSINESS
1. Ratify Previous Issue of Placement of Shares
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purposes of Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the issue of 30,000,000 fully paid ordinary shares in the Company issued at the price of $0.10 per share to each of the sophisticated and institutional investors referred to and on the terms and conditions set out in the accompanying Explanatory Memorandum.
2. Approve Proposed Issue of Placement Shares
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That for the purposes of Listing Rule 7.1 and for all other purposes, the Company approves the proposed issue of 20,550,000 fully paid ordinary shares in the Company issued at the price of $0.10 per share to each of the sophisticated and institutional investors referred to and on the terms and conditions set out in the accompanying Explanatory Memorandum.
3. Proposed issue of Placement Shares to a Director, Mr. Terry Cuthbertson
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given in respect of the issue of up to 1,500,000 fully paid ordinary shares at $0.10 by the Company to Mr. Terry Cuthbertson or his associate as described in the Explanatory Memorandum.
4. Proposed issue of Placement Shares to a Director, Mr. Geoff Hiller
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given in respect of the issue of up to 250,000 fully paid ordinary shares at $0.10 by the Company to Mr. Geoff Hiller or his associate as described in the Explanatory Memorandum.
5. Proposed issue of Placement Shares to a Director, Mr. Rob Thomson
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given in respect of the issue of up to 200,000 fully paid ordinary shares at $0.10 by the Company to Mr. Rob Thomson or his associate as described in the Explanatory Memorandum.
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VOTING EXCLUSIONS
The Company will disregard any votes cast in favour of the resolution (as set out in the table below) by or on behalf of:
- the named person or class of persons excluded from voting (as set out in the table below); or
- an associate of that person or those persons.
However, this does not apply to a vote cast in favour of a resolution by:
- 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
- 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
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- 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
- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution | The named person or class of persons excluded from voting | |
1. | Ratify Previous Issue of Placement of | A person who participated in the issue. |
Shares | ||
2. | Approve Proposed Issue of | A person who is expected to participate in, or will obtain a material |
Placement Shares | benefit as a result of, the proposed issue (except a benefit solely by | |
reason of being a holder of ordinary shares of the Company). | ||
. | ||
3. | Proposed issue of Placement | The person who is to receive the securities in question, being Mr |
Shares to a Director - Terry | Terry Cuthbertson and/or his nominee, and any other person who | |
Cuthbertson | will obtain a material benefit as a result of the issue of the securities | |
(except a benefit solely by reason of being a holder of ordinary | ||
shares in the Company) | ||
4. | Proposed issue of Placement | The person who is to receive the securities in question, being Mr |
Shares to a Director - Geoff Hiller | Geoff Hiller and/or his nominee, and any other person who will | |
obtain a material benefit as a result of the issue of the securities | ||
(except a benefit solely by reason of being a holder of ordinary | ||
shares in the Company) | ||
5. | Proposed issue of Placement | The person who is to receive the securities in question, being Mr |
Shares to a Director - Rob Thomson | Rob Thomson and/or his nominee, and any other person who will | |
obtain a material benefit as a result of the issue of the securities | ||
(except a benefit solely by reason of being a holder of ordinary | ||
shares in the Company) | ||
ENTITLEMENT TO VOTE
In accordance with the provisions of the Corporations Act the Board has determined that for the purposes of the meeting, a person's entitlement to vote at the meeting will be the entitlement of that person set out in the Register of Members of the Company at 7.00pm (Sydney time) on Sunday 12 December 2021. Accordingly, share transfers registered after that time will not be taken into account in determining entitlements to attend and vote at the meeting.
VOTING BY PROXY
- A Shareholder entitled to attend and vote at the meeting is entitled to appoint not more than 2 proxies to attend and vote instead of the Shareholder.
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- Where 2 proxies are appointed the Proxy Form should specify the proportion, or the number of votes that each proxy may exercise. If the Proxy Form does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes.
- A proxy need not be a Shareholder of the Company. The proxy appointed may be described in the Proxy Form by an office held, e.g. "the Chair of the Meeting".
- Proxy Forms must be signed by a Shareholder or the Shareholder's attorney or, if the Shareholder is a corporation, must be under its common seal, or if it does not have one, by 2 directors or by a director and a company secretary, or if it is a proprietary company that has a sole director who is also the company secretary, by that director, or under hand of its attorney or duly authorised officer. If the Proxy Form is signed by a person who is not the registered holder of shares in the Company (i.e. under power of attorney or other authorisation), then the relevant authority (or a certified copy of such authority) must either have been exhibited previously to the Company or be enclosed with the Proxy Form.
In order to record a valid vote, members will need to take the following steps:
- Cast your vote online by visitingwww.investorvote.com.auand following the instructions and information provided on the enclosed Proxy Form; or
- Custodian voting - For Intermediary Online subscribers only (custodians) please visitwww.intermediaryonline.comto submit your voting intentions; or
- Complete and lodge the Proxy Form with the Company at the address or facsimile number specified below, along with any power of attorney or notarially certified copy of a power of attorney (if the proxy form is signed pursuant to a power of attorney), by no later than 48 hours before the General Meeting (i.e. by no later than
4.00 pm (Sydney time), Sunday 12 December 2021):
Pacific Nickel Mines Limited
C/- Computershare Investor Services Pty Ltd
GPO Box 242
MELBOURNE VIC 3001
Or facsimile 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)
CORPORATE REPRESENTATIVES
A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment including the authority under which it is signed.
By order of the Board
Andrew J Cooke
Company Secretary
10 November 2021
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Pacific Nickel Mines Ltd. published this content on 12 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 November 2021 06:56:04 UTC.
