Notice of General Meeting
Released
Released
Announcement PDF
WEST COAST SILVER LIMITED
ACN 155 472 834
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME:
10:00 am (WST)
DATE:
Tuesday, 23 September 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 10:00 am (WST) on Sunday, 21 September 2025.
BUSINESS OF THE MEETING
AGENDA
1.
RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER PLACEMENT – LISTING
RULE 7.1
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 33,651,682 Shares to Placement Participants (or their nominee/s)
on the terms and conditions set out in the Explanatory Statement.”
2.
RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER PLACEMENT – LISTING
RULE 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 21,439,228 Shares to Placement Participants (or their nominee/s
on the terms and conditions set out in the Explanatory Statement.”
3.
RESOLUTION 3 – APPROVAL TO ISSUE SHARES TO BRUCE GARLICK
To consider and, if thought fit, to pass, with or without amendment, 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 up to 90,909 Shares to Bruce Garlick (or his
nominee/s) on the terms and conditions set out in the Explanatory Statement.”
4.
RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO AROTINCO RESOURCES PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 500,000 Shares to Arotinco Resources Pty Ltd
(or its nominee/s) on the terms and conditions set out in the Explanatory
Statement.”
5.
RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO CPS CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 10,000,000 Options to CPS Capital (or its
nominee/s) on the terms and conditions set out in the Explanatory Statement.”
6.
RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 4,144,752 Shares to CPS Capital on the terms and conditions set
out in the Explanatory Statement.”
7.
RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO CAPITAL 1 ADVISORS CO LTD
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 10,000,000 Options to Capital 1 Advisors
Co Ltd (or its nominee/s) on the terms and conditions set out in the Explanatory
Statement.”
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8.
RESOLUTION 8 – APPROVAL TO ISSUE SHARES TO S3 CONSORTIUM PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 3,400,000 Shares to S3 Consortium Pty Ltd on
the terms and conditions set out in the Explanatory Statement.”
Dated this 22nd day of August 2025
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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
Resolutions set out below by or on behalf of the following persons:
Resolution 1 - Ratification of
prior issue of Shares – Listing
Rule 7.1
Placement Participants (or their nominee/s) or any other person who
participated in the issue or an associate of that person or those persons.
Resolution 2 - Ratification of
prior issue of Shares – Listing
Rule 7.1
Placement Participants (or their nominee/s) or any other person who
participated in the issue or an associate of that person or those persons.
Resolution 3- Approval to Issue
Shares 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.
Resolution 4- Approval to Issue
Shares to Arotinco Resources
Pty Ltd
Arotinco Resources Pty Ltd (or it’s nominee/s) or any other person who is
expected to participate in, or who will obtain a material benefit as a result of,
the proposed issue (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 CPS Capital
CPS Capital (or its nominee/s) or any other person who is expected to
participate in, or who will obtain a material benefit as a result of, the proposed
issue (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 – Ratification of
prior issue of Shares – Listing
Rule 7.1
CPS Capital or any other person who participated in the issue or an associate of
that person or those persons.
Resolution 7 – Approval to
issue Options to Capital 1
Advisors Co Ltd
Capital 1 Advisors Co Ltd (or their nominee/s) or any other person who is
expected to participate in, or who will obtain a material benefit as a result of,
the proposed issue (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 8 – Approval to
issue Shares to S3 Consortium
Pty Ltd
S3 Consortium Pty Ltd (or its nominee/s) or any other person who is expected to
participate in, or who will obtain a material benefit as a result of, the proposed
issue (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 Resolutions 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.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out on the cover page of
this Notice.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the
Company Secretary by email on info@westcoastsilver.com.au or by phone on +61 8 9322 3383.
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EXPLANATORY STATEMENT
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.
BACKGROUND TO THE RESOLUTIONS
1.1
Background to Placement
On 24 July 2025, the Company received firm commitments from new institutional and
new and existing sophisticated and profession investors to raise up to $6,125,000 (before
costs) pursuant to a placement of 55,681,819 Shares at an issue price of $0.11 per Share
(Placement).
The Placement comprise of the following tranches:
1.2
(a)
Tranche 1: on 31 July 2025, the Company issued 55,090,910 Shares to unrelated
institutional, professional and sophisticated investors (Placement Participants)
pursuant to the Company’s placement capacity under Listing Rule 7.1 and
7.1A, ratification of which is sought under Resolutions 1 and 2; and
(b)
Tranche 2: subject to Shareholder approval, the Company will issue an
aggregate of 590,909 Shares pursuant to the below:
(i)
90,909 Shares to Bruce Garlick, a Director of the Company (being the
subject of Resolution 3); and
(ii)
500,000 Shares to Arotinco (being the subject of Resolution 4). Bruce
Garlick serves as a director of Arotinco and is also a shareholder of
Arotinco.
Use of funds
The proceeds from the Placement will be applied towards the Elizabeth Hill Project to
cover further exploration, resource definition of the near surface mineralisation, near
mine and regional exploration, commencement of internal restart studies, working
capital and general costs associated with the Placement.
1.3
Lead Manager
On 22 July 2025, the Company engaged CPS Capital to act as lead manager to the
Placement. A summary of the key terms and conditions of the Lead Manager Mandate is
set out below:
CONSIDERATION
REIMBURSEMENT
OF EXPENSES
In consideration for its services, the Company agreed to:
(a)
Placement fee: pay a placement fee of 4% (exclusive of
GST) of the funds raised under the Placement, being
$221,080.
(b)
Management fee: pay a management fee of 2% (exclusive
of GST) of the funds raised under the Placement, being
$122,500;
(c)
Lead Manager Options: issue 10,000,000 Options at an issue
price of $0.00001, with an exercise price of $0.155 expiring 3
years from the date of issue (being the subject of Resolution
5).
The Company agreed to reimburse CPS Capital for all reasonable
out-of-pocket expenses incurred in its role as lead manager, subject
to a limit of $1,000. Any expense greater than this limit requires the
prior written consent of the Company.
The Lead Manager Mandate otherwise contains terms and conditions standard for an
agreement of this nature.
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2.
RESOLUTIONS 1 AND 2 – RATIFICATION OF SHARES - LISTING RULES 7.1 AND 7.1A
2.1
General
As set out in Section 1.1, these Resolutions seek Shareholder ratification for the purposes
of Listing Rule 7.4 for the issue of an aggregate of 55,090,910 Shares to Placement
Participants (or their nominee/s), at an issue price of $0.11 per Share to raise
approximately $6,060,000.
33,651,682 Shares were issued pursuant to the Company’s placement capacity under
Listing Rule 7.1 (being, the subject of Resolution 1) and 21,439,228 Shares pursuant to the
Company’s placement capacity under Listing Rule 7.1A (being, the subject of Resolution
2). The Shares were issued on 31 July 2025.
2.2
Listing Rules 7.1 and 7.1A
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 month period to 15% of the fully paid ordinary securities it had
on issue at the start of that 12 month period.
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%. The Company obtained this approval at its annual general
meeting held on 20 May 2025.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has
not yet been approved by Shareholders, it effectively uses up part of the 25% limit in
Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity
securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month
period following the date of the issue.
2.3
Listing Rule 7.4
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 and so does not reduce the company’s
capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval for such issues
under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification
pursuant to Listing Rule 7.4 for the issue.
2.4
Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the issue will be excluded in calculating the Company’s
combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of
equity securities the Company can issue without Shareholder approval over the 12
month period following the date of the issue.
If these Resolutions are not passed, the issue will be included in calculating the
Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the
number of equity securities the Company can issue without Shareholder approval over
the 12 month period following the date of the issue.
2.5
Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION
DETAILS
Names of persons to
whom Shares were issued
or the basis on which
those persons were
identified/selected
The Placement Participants (or their nominee/s) who
were identified though a bookbuild process, which
involved CPS Capital and the Company seeking
expressions of interest from non-related parties of the
Company to participate in the Placement.
The Company confirms that no Material Persons were
issued more than 1% of the issued capital of the
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REQUIRED INFORMATION
DETAILS
Company.
Number and class of
Shares issued
55,090,910 Shares were issued on the following basis:
(a) 33,651,682 Shares were issued under Listing Rule 7.1
(ratification of which is sought under Resolution 1); and
(b) 21,439,228 Shares issued pursuant to Listing Rule 7.1A
(ratification of which is sought under Resolution 2).
Terms of Shares
The Shares were fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions
as the Company’s existing Shares.
Date(s) on or by which the
Shares were issued
31 July 2025.
Price or other
consideration the
Company received for the
Shares
$0.11 per Share for Shares issued pursuant to Listing Rule
7.1 and Listing Rule 7.1A.
Purpose of the issue,
including the intended use
of any funds raised by the
issue
Refer to Section 1.2 for details of the proposed use of
funds.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance
The issue did not breach Listing Rule 7.1 and 7.1A.
3.
RESOLUTIONS 3 AND 4 – APPROVAL TO ISSUE SHARES UNDER THE PLACEMENT
3.1
General
As set out in Section 1.1, the Company has received firm commitments from Bruce
Garlick and Arotinco for an aggregate of $65,000 on the same terms as the Placement
Participants (Participation).
The proposed Participation comprise of:
(a)
Bruce Garlick (or his nominee/s) subscribing for $10,000, being 90,909 Shares
(being the subject of Resolution 3); and
(b)
Arotinco (or its nominee/s) subscribing for $55,000, being 500,000 Shares (being
the subject of Resolution 4).
Resolution 3 seeks Shareholder approval for the purpose of Listing Rule 10.11 and
Resolution 4 seeks Shareholder approval for the purpose of Listing Rule 7.1 for the issue of
Shares to enable the Participation.
3.2
Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue of Shares to Arotinco (the subject of Resolution 4) falls within
exception 17 of Listing Rule 7.2. It therefore requires Shareholder approval under Listing
Rule 7.1.
3.3
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
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(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.
In relation to Resolution 3, the issue of Shares to Bruce Garlick constitutes giving a
financial benefit. 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 Resolution
3) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is
not required because the Shares will be issued to the Bruce Garlick (or his nominee/s) on
the same terms as Shares issued to the Placement Participants and as such the giving of
the financial benefit is on arm’s length terms.
3.4
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.
In relation to Resolution 3, the issue of Shares 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.
3.5
Technical information required by Listing Rule 14.1A
If Resolution 3 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 Resolution 4 is passed, the Company will be able to proceed with the issue and exclude
it from the calculation of the number of equity securities that the Company can issue
without Shareholder approval under Listing Rule 7.1.
The additional funds raised will be used in the manner set out in Section 1.2.
If these Resolutions are not passed, the Company will not be able to proceed with the
issue and no further funds will be raised.
3.6
Technical Information required by Listing Rules 7.3 and 10.13
REQUIRED INFORMATION
DETAILS
Name of the person to
whom Securities will be
issued
Bruce Garlick and Arotinco (or their respective nominee/s)
as set out Section 1.1 and 3.1.
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
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REQUIRED INFORMATION
DETAILS
being a Director.
Any nominee(s) of Bruce Garlick that receive Shares may
constitute ‘associates’ for the purposes of Listing Rule
10.11.4.
Bruce Garlick serves as a director of Arotinco and is also a
shareholder of Arotinco. Furthermore, there is a total of
three directors on the board of Arotinco and Mr Garlick’s
holdings in Arontinco equates to 1.67%. As such, Arotinco
is not a related party of the Company.
Number of Securities and
class to be issued
Up to 590,909 Shares will be issued Bruce Garlick and
Arotinco in the proportion’s set out in Sections 1.1. and 3.1.
Terms of Securities
The Shares will be fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Shares within 5 Business
Days of the Meeting.
Price or other
consideration the
Company will receive for
the Securities
$0.11 per Share.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of
funds.
Voting exclusion
statement
A voting exclusion statement applies to these Resolutions.
In any event, the Company will not issue any Shares later
than one month (in relation to Resolution 3) or three
months (in relation to Resolution 4) after the date of the
Meeting (or such later date to the extent permitted by any
ASX waiver or modification of the Listing Rules).
4.
RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO CPS CAPITAL
4.1
General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue
of up to 10,00,000 Options in consideration for lead manager services provided by CPS
Capital.
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2. Under Listing Rule 7.2
(Exception 17), if the issue of securities is subject to prior shareholder approval, it does not
count toward the 15% placement limit set by Listing Rule 7.1. The proposed issue
therefore requires the approval of Shareholders under Listing Rule 7.1.
4.2
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In
addition, the issue will be excluded from the calculation of the number of equity
securities that the Company can issue without Shareholder approval under Listing Rule
7.1.
If this Resolution is not passed, the Company will not be able to proceed with the issue. As
a result, the Company may be required to negotiate alternative forms of consideration,
including satisfying the value of the Options in cash, which would deplete the
Company’s cash reserves.
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4.3
Technical information required by Listing Rule 7.3
REQUIRED INFORMATION
DETAILS
Names of persons to
whom Securities will be
issued or the basis on
which those persons were
or will be
identified/selected
CPS Capital (or its nominee/s).
Number of Securities and
class to be issued
10,000,000 Options will be issued.
Terms of Securities
The Options will be issued on the terms and conditions set
out in Schedule 1.
Date(s) on or by which the
Securities 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 three months 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 Securities
The Options will be issued at $0.00001 per Option, in
consideration for lead manager services provided by CPS
Capital.
Purpose of the issue,
including the intended use
of any funds raised by the
issue
The purpose of the issue is to satisfy the Company’s
obligations under the Lead Manager Mandate.
Summary of material terms
of agreement to issue
The Options are being issued under the Lead Manager
Mandate, a summary of the material terms is set out in
Section 1.3.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
5.
RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1
5.1
General
The Company issued 4,144,752 Shares as payment in lieu of fees for lead manager
services provided by CPS Capital for the placement announced on 24 March 2025. This
Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of
the 4,144,752 Shares.
5.2
Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has
not yet been approved by Shareholders, it effectively uses up part of the 15% limit in
Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities
without Shareholder approval under Listing Rule 7.1 for the 12 month period following the
date of the issue.
5.3
Listing Rule 7.4
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 and so does not reduce the company’s
capacity to issue further equity securities without shareholder approval under that rule.
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The Company wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval for such issues
under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification
pursuant to Listing Rule 7.4 for the issue.
5.4
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company
can issue without Shareholder approval over the 12 month period following the date of
the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s
15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the
Company can issue without Shareholder approval over the 12 month period following
the date of the issue.
5.5
Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION
DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons
were identified/selected
CPS Capital.
Number and class of
Securities issued
4,144,752 Shares were issued.
Terms of Securities
The Shares were fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities were
issued
28 May 2025.
Price or other
consideration the
Company received for
the Securities
The Shares were issued at a nil issue price, in lieu of fees to
CPS Capital.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
The purpose of the issue was to settle the Company’s
accrued payment obligation to CPS Capital relating to the
lead manager services.
Summary of material
terms of agreement to
issue
The Shares were issued to CPS Capital to satisfy the
obligations under the invoice delivered to the Company
by CPS Capital.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance
The issue did not breach Listing Rule 7.1.
6.
RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO CAPITAL 1 ADVISORS CO LTD
6.1
General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue
of 10,000,000 Options in consideration for international marketing services provided in
relation to the Company’s high-grade Elizabeth Hill silver project.
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2. Under Listing Rule 7.2
(Exception 17), if the issue of securities is subject to prior shareholder approval, it does not
12
count toward the 15% placement limit set by Listing Rule 7.1. The proposed issue
therefore requires the approval of Shareholders under Listing Rule 7.1.
6.2
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In
addition, the issue will be excluded from the calculation of the number of equity
securities that the Company can issue without Shareholder approval under Listing Rule
7.1.
If this Resolution is not passed
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