Notice of AGM 2025
Released
Released
Announcement PDF
WEST COAST SILVER LIMITED
ACN 155 472 834
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11:00 am (WST)
DATE: Thursday, 20 November 2025
PLACE: Level 2, 10 Ord Street
West Perth WA 6005
The business of the Meeting affects your shareholding and your vote is important.
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 professional advisers prior to voting.
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 Shareholders at
4:00 pm on Tuesday, 18 November 2025.
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B U S I N E S S O F T H E M E E T I N G
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended
30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration
Report and the auditor’s report.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other
purposes, approval is given for the adoption of the Remuneration Report as
contained in the Company’s annual financial report for the financial year ended
30 June 2025.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – ELECTION OF MATTHEW BIRNEY (BOARD ENDORSED)
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all
other purposes, Matthew Birney, a Director who was appointed as an additional
Director on 8 September 2025, retires, and being eligible, is elected as a Director.”
3. RESOLUTION 3 – RE-ELECTION OF THOMAS REDDICLIFFE (BOARD ENDORSED)
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purpose of clause 15.2 of the Constitution and for all other purposes,
Thomas Reddicliffe, a Director, retires by rotation, and being eligible, is re-elected as
a Director.”
4. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO THOMAS REDDICLIFFE
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 is
given for the Company to issue 500,000 Options to Thomas Reddicliffe (or his
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO MATTHEW BIRNEY
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 is
given for the Company to issue 1,000,000 Options to Matthew Birney (or his
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO BRUCE GARLICK
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 is
given for the Company to issue 2,000,000 Performance Rights to Bruce Garlick (or his
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
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7. RESOLUTION 7 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is
given for the Company to issue up to that number of Equity Securities equal to 10%
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 and otherwise on the terms and
conditions set out in the Explanatory Statement.”
8. RESOLUTION 8 – ELECTION OF STEPHEN DAVID MAYNE WHO HAS NOMINATED HIMSELF AS A
DIRECTOR (NOT BOARD ENDORSED)
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purpose of clause 15.1 of the Constitution, Listing Rule 14.3, and for all
other purposes, Stephen David Mayne, having consented to act as a director of the
Company, be appointed as a director of the Company.”
The Board unanimously recommends Shareholders vote against Resolution 8 (Election of
Stephen David Mayne who has nominated himself as a Director) at this Meeting. The
reasons for the Board’s unanimous recommendation are set out in the Explanatory
Statement.
Dated: 17 October 2025
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Voting Prohibition Statements
Resolution 1 – Adoption of
Remuneration Report
In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must
not be cast:
(a) by or on behalf of a member of the Key Management Personnel,
details of whose remuneration are included in the Remuneration
Report or a Closely Related Party of such a member, regardless of the
capacity in which the vote is cast; or
(b) as a proxy by a member of the Key Management Personnel at the
date of the Meeting, or their Closely Related Parties.
However, a person (the voter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the
proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this
Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly
with the remuneration of a member of the Key
Management Personnel.
Resolution 4 – Approval to issue
Options to Thomas Reddicliffe
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 5 – Approval to issue
Options to Matthew Birney
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 6 – Approval to issue
Options to Bruce Garlick
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 4 – Approval to issue
Options to Thomas Reddicliffe
Thomas Reddicliffe (or his nominee(s)) 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 securities in the Company) or an
associate of that person or those persons.
Resolution 5 – Approval to issue
Options to Matthew Birney
Matthew Birney (or his nominee(s)) 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 securities in the Company) or an
associate of that person or those persons.
Resolution 6 – Approval to issue
Performance Rights to Bruce
Garlick
Bruce Garlick (or his nominee(s)) 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 securities in the Company) or an associate of that
person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b) the Chair 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:
(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.
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Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is 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. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
The Chair intends to vote undirected proxies in favour of Resolutions 1 to 7. The Chair intends to
vote all available undirected proxies against Resolution 8.Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary at cosec@westcoastsilver.com.au or on +61 8 9322 3383.
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E X P L A N A T O R Y S T A T E M E 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.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt
and consideration of the annual financial report of the Company for the financial year
ended 30 June 2025 together with the declaration of the Directors, the Directors’ report,
the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to
Shareholders unless specifically requested to do so. The Company’s annual financial report
is available on its website at https://relait.westcoastsilver.com.au/announcements.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a
resolution that the remuneration report to be adopted must be put to the shareholders.
However, such a resolution is advisory only and does not bind the company or the directors
of the company.
The remuneration report sets out the company’s remuneration arrangements for the
directors and senior management of the company. The remuneration report is part of the
directors’ report contained in the annual financial report of the company for a financial
year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask
questions about or make comments on the remuneration report at the annual general
meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of
another meeting of shareholders to consider the appointment of directors of the company
(Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast
on a remuneration report resolution are voted against adoption of the remuneration report
and at the first of those annual general meetings a Spill Resolution was not put to vote. If
required, the Spill Resolution must be put to vote at the second of those annual general
meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must
convene a shareholder meeting (Spill Meeting) within 90 days of the second annual
general meeting.
All of the directors of the company who were in office when the directors' report (as
included in the company’s annual financial report for the most recent financial year) was
approved, other than the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for re-election at the Spill
Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the
company is approved will be the directors of the company.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than 25%.
Accordingly, the Spill Resolution is not relevant for this Meeting.
3. RESOLUTION 2 – ELECTION OF MATTHEW BIRNEY (BOARD ENDORSED)
3.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either
to fill a casual vacancy or as an addition to the existing Directors, but only where the total
number of Directors does not at any time exceed the maximum number specified by the
Constitution.
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Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office
only until the next annual general meeting and is then eligible for election by Shareholders
but shall not be taken into account in determining the Directors who are to retire by
rotation (if any) at that meeting.
Matthew Birney, having been appointed by other Directors on 8 September 2025 in
accordance with the Constitution, will retire in accordance with the Constitution and
Listing Rule 14.4 and being eligible, seeks election from Shareholders.
Further information in relation to Mr Birney is set out below.
Qualifications,
experience and other
material directorships
Matthew Birney is the founder and Managing Director of Perth
and Sydney based financial news and investor relations firm
Bulls N’ Bears and in that role he has worked alongside
hundreds of ASX listed mining and exploration company
Managing Directors over the past 13 years. He is also the former
Member for Kalgoorlie, Leader of the Opposition and Shadow
State Treasurer for Western Australia and the former Chairman
of two ASX-listed companies operating in the oil and gas and
carbon credit sectors. Mr Birney has founded and successfully
operated multiple private businesses over 3 decades, the
largest of which were Goldfields Auto Spares, an automotive,
industrial and mining supplies business operating out of
Kalgoorlie and Bulls N’ Bears, which he continues to have
operational control of in Perth, Western Australia.
Term of office Mr Birney has served as a Director since 8 September 2025 and
is standing for re-election for the first time.
Independence If re-elected, the Board considers that Mr Birney will be an
independent Director.
Other material
information
The Company conducts appropriate checks on the
background and experience of candidates before their
appointment to the Board. These include checks as to a
person’s experience, educational qualifications, character,
criminal record and bankruptcy history. The Company
undertook such checks prior to the appointment of Mr Birney.
There was no material information revealed by the
background checks.
Board
recommendation
Having received an acknowledgement from Mr Birney that
they will have sufficient time to fulfil their responsibilities as a
Director and having reviewed the performance of Mr Birney
since their appointment to the Board and the skills, knowledge,
experience and capabilities required by the Board, the
Directors (other than Mr Birney) recommend that Shareholders
vote in favour of this Resolution.
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Birney will be elected to the Board as an independent
Director.
If this Resolution is not passed, Mr Birney will not continue in his role as an independent
Director. The Company may seek nominations or otherwise identify suitably qualified
candidates to join the Company. As an additional consequence, this may detract from
the Board and Company’s ability to execute on its strategic vision.
4. RESOLUTION 3 – RE-ELECTION OF THOMAS REDDICLIFFE (BOARD ENDORSED)
4.1 General
The Constitution sets out the requirements for determining which Directors are to retire by
rotation at an annual general meeting.
Thomas Reddicliffe, who has held office without re-election since 29 November 2022 and
being eligible retires by rotation and seeks re-election.
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Further information in relation to Mr Reddicliffe is set out below.
Qualifications,
experience and other
material directorships
Thomas Reddicliffe was previously employed by Ashton Mining
Ltd as Australian Exploration Manager, Striker Resources Ltd as
Technical Director, North Australian Diamonds Ltd as CEO and
TopEnd Uranium Ltd as CEO. Mr Reddicliffe has more than 40
years of experience in Australian focused exploration,
evaluation, trial mining, feasibility studies and company
management.
Mr Reddicliffe holds a Bachelor of Science (Honours) Geology
from the University of Queensland and a Master of Science in
Ore Deposit Geology from the University of Western Australia.
He is also a Fellow of the Australian Institute of Mining and
Metallurgy.
Term of office Mr Reddicliffe has served as a Director since 2 November 2020
and was last re-elected on 29 November 2022.
Independence If re-elected, the Board does not consider that Mr Reddicliffe
will be an independent Director.
Mr Reddicliffe has been the Executive Chairman in the last 3
years and continues to provide geological consulting services
to the Company.
Board
recommendation
Having received an acknowledgement from Mr Reddicliffe
that they will have sufficient time to fulfil his responsibilities as a
Director and having reviewed the performance of Mr
Reddicliffe since his appointment to the Board and the skills,
knowledge, experience and capabilities required by the
Board, the Directors (other than Mr Reddicliffe) recommend
that Shareholders vote in favour of this Resolution.
4.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Reddicliffe will be re-elected to the Board as Non-Executive
Director.
If this Resolution is not passed, Mr Reddicliffe will not continue in his role as Non-Executive
Director. The Company may seek nominations or otherwise identify suitably qualified
candidates to join the Company. As an additional consequence, this may detract from
the Board and Company’s ability to execute on its strategic vision.
5. RESOLUTIONS 4 AND 5 – APPROVAL TO ISSUE OPTIONS TO DIRECTORS
5.1 General
These Resolutions seek Shareholder approval for the purposes of Listing Rule 10.11 for the
issue of an aggregate of 1,500,000 Options to Thomas Reddicliffe and Matthew Birney (or
his nominee(s)) on the terms and conditions set out below.
Further details in respect of the Options proposed to be issued are set out in the table
below.
QUANTUM RECIPIENT RESOLUTION VESTING CONDITION EXERCISE
PRICE
EXPIRY DATE
500,000 Thomas
Reddicliffe
(or his
nominee(s))
4 The Options will vest
and become
exercisable at any
time from the date
that is 12 months from
the issue date.
$0.25 The date that
is three years
from the issue
date.
1,000,000 Matthew
Birney
(or his
nominee(s))
5 The Options will vest
and become
exercisable at any
time from the date
$0.25 The date that
is three years
from the issue
date.
9
QUANTUM RECIPIENT RESOLUTION VESTING CONDITION EXERCISE
PRICE
EXPIRY DATE
that is 12 months from
the issue date.
5.2 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that
the public company controls, to give a financial benefit to a related party of the public
company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in
sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to
216 of the Corporations Act.
The issue constitutes giving a financial benefit and each of the proposed recipients is a
related party of the Company by virtue of being a Director.
The Directors (other than Thomas Reddicliffe and Matthew Birney who have a material
personal interest in the Resolutions) consider that Shareholder approval pursuant to
Chapter 2E of the Corporations Act is not required in respect of the issue because the
agreement to issue the Options, reached as part of the remuneration package for Mr
Reddicliffe and Mr Birney, is considered reasonable remuneration in the circumstances
and was negotiated on an arm’s length basis.
5.3 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a
listed company must not issue or agree to issue equity securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or
agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or
agreement, a substantial (10%+) holder in the company and who has
nominated a director to the board of the company pursuant to a relevant
agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in
Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or
agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in
Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
5.4 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issue within
one month after the date of the Meeting (or such later date as permitted by any ASX
waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not
required for the issue (because approval is being obtained under Listing Rule 10.11), the
issue will not use up any of the Company’s 15% annual placement capacity.
If these Resolutions are not passed, the Company will not be able to proceed with the
issue.
5.5 Technical Information required by Listing Rule 10.13
REQUIRED INFORMATION DETAILS
Name of the persons to
whom Options will be issued
The proposed recipients of the Options are set out in
Section 5.1 above.
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REQUIRED INFORMATION DETAILS
Categorisation under Listing
Rule 10.11
Each of the proposed recipients falls within the category
set out in Listing Rule 10.11.1 as they are a related party
of the Company by virtue of being a Director.
Any nominee(s) of the proposed recipients who receive
Options may constitute ‘associates’ for the purposes of
Listing Rule 10.11.4.
Number of Options and
class to be issued
The maximum number of Options to be issued (being the
nature of the financial benefit proposed to be given) is
1,500,000 which will be allocated are set out in the table
included at Section 5.1 above.
Terms of the Options The Options will be issued on the terms and conditions set
out in Schedule 1.
Date(s) on or by which the
Options will be issued
The Company expects to issue the Options within 5
Business Days of the Meeting. In any event, the Company
will not issue any Options later than one month after the
date of the Meeting (or such later date to the extent
permitted by any ASX waiver or modification of the
Listing Rules).
Price or other consideration
the Company will receive
for the Options
The Options will be issued at a nil issue price.
Purpose of the issue,
including the intended use
of any funds raised by the
issue
The purpose of the issue is to provide a performance
linked incentive component in the remuneration
package for the proposed recipients to motivate and
reward the performance of the proposed recipients in
their roles as Directors and to provide a cost effective
way from the Company to remunerate the proposed
recipients, which will allow the Company to spend a
greater proportion of its cash reserves on its operations
than it would if alternative cash forms of remuneration
were given to the proposed recipients.
Remuneration The total remuneration package for each of the
proposed recipients total remuneration package for the
current financial year are set out below:
RELATED PARTY CURRENT FINANCIAL YEAR
ENDING 30 JUNE 2026
Thomas Reddicliffe $208,6421
Matthew Birney $169,4852
Notes:
1. Comprising Directors’ fees of $120,000, a superannuation
payment of $14,400, director and officer insurance allocation
of $12,000, and share-based payments of $62,242 (including
an increase of $62,242, being the value of the Options).
2. Comprising Directors’ fees of $32,143, a superannuation
payment of $3,857, director and officer insurance allocation
of $9,000, and share-based payments of $124,485 (including
an increase of $124,485, being the value of the Options).
3. The value of the Options are based on the Black Scholes
methodology.
Voting exclusion statements Voting exclusion statements apply to these Resolutions.
Voting prohibition
statements
Voting prohibition statements apply to these Resolutions.
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6. RESOLUTION 6 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO BRUCE GARLICK
6.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.11 for the issue
of 2,000,000 Performance Rights to Bruce Garlick (or his nominee(s)) on the terms and
conditions set out below.
Further details in respect of the Performance Rights proposed to be issued are set out in
the table below.
QUANTUM RECIPIENT RESOLUTION VESTING CONDITION EXPIRY DATE
2,000,000 Bruce
Garlick
6 The Performance Rights will vest
upon the Share price being
$0.25 or greater determined
over a 20 day volume
weighted average price.
The date that
is three years
from the issue
date.
6.2 Chapter 2E of the Corporations Act
A summary of Chapter 2E of the Corporations Act is set out in Section 5.2 above.
The issue constitutes giving a financial benefit and Bruce Garlick is a related party of the
Company by virtue of being a Director.
The Directors (other than Bruce Garlick who has a material personal interest in the
Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations
Act is not required in respect of the issue because the agreement to issue the Performance
Rights, reached as part of the remuneration package for Mr Garlick, is considered
reasonable remuneration in the circumstances and was negotiated on an arm’s length
basis.
6.3 Listing Rule 10.11
A summary of Listing Rule 10.11 is set out in Section 5.3 above.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in
Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
6.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue within one
month after the date of the Meeting (or such later date as permitted by any ASX waiver
or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required
for the issue (because approval is being obtained under Listing Rule 10.11), the issue will
not use up any of the Company’s 15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue.
6.5 Technical Information required by Listing Rule 10.13
REQUIRED INFORMATION DETAILS
Name of the person to
whom the Performance
Rights will be issued
Bruce Garlick (or his nominee(s)).
Categorisation under
Listing Rule 10.11
Bruce Garlick falls within the category set out in Listing Rule
10.11.1 as he is a related party of the Company by virtue of
being a Dir
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