Change in substantial holding from IGO
Released
Released
Announcement PDF
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
Buxton Resources Limited (Buxton)
ACN/ARSN
ACN 125 049 550
1.
Details of substantial holder (1)
Name
IGO Limited (ACN 092 786 304) (IGO) and each of the entities listed in Annexure A (IGO Group Entities)
ACN/ARSN (if applicable)
See Annexure A
There was a change in the interests of the
substantial holder on
06/06/2024
The previous notice was given to the company on
11/05/2023
The previous notice was dated
11/05/2023
2.
Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Previous notice
Class of securities (4)
Ordinary shares
3.
Present notice
Person’s votes
Voting power (5)
Person’s votes
Voting power (5)
31,149,762
18.19%
40,701,221
19.95%
Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Class and
Person whose
Consideration
number of
Date of
Nature of
relevant interest
given in relation
securities
Change
change (6)
changed
to change (7)
affected
06/06/2024
4.
IGO
Shares issued to IGO pursuant
to a subscription letter
agreement (see Annexure B)
as part of a placement
announced by Buxton on
30/05/2024
$811,874.02
9,551,459
Person’s votes
affected
9,551,459
Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of
relevant
interest
IGO
Registered
holder of
securities
IGO
Person entitled
to be registered
as holder (8)
IGO
Nature of relevant
interest (6)
Registered holder of the shares
Class and
number of
securities
40,701,221 ordinary
shares
Person’s votes
40,701,221
5.
Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable)
N/A
Nature of association
N/A
6. Addresses
The addresses of persons named in this form are as follows:
Name
Address
IGO and each company listed in
Annexure A
Suite 4, Level 5, South Shore Centre, 85 South Perth Esplanade, South Perth, Western
Australia
Signature
print name
sign here
JOANNE MCDONALD
capacity
Company Secretary
date
06/06/2024
ANNEXURE A – IGO GROUP ENTITIES
This Annexure A of 1 page referred to in Form 604 – Notice of change of interests of substantial holder signed by me and dated 6 June 2024.
Joanne McDonald
Company Secretary
IGO Limited (ACN 092 786 304)
Related bodies corporate of IGO Limited (ACN 092 786 304)
IGO Nova Holdings Pty Ltd (ACN 009 150 083)
IGO Nova Pty Ltd (ACN 146 091 527)
IGO Nickel Holdings Pty Ltd (ACN 167 644 519)
IGO Stockman Parent Pty Ltd (ACN 124 695 549)
IGO Stockman Project Pty Ltd (ACN 124 695 567)
IGO Windward Pty Ltd (ACN 158 432 270)
IGO Newsearch Pty Ltd (ACN 142 192 701)
Flinders Prospecting Pty Ltd (ACN 146 899 863)
IGO Lithium Holdings Pty Ltd (ACN 633 371 249)
IGO Copper Holdings Pty Ltd (ACN 657 572 793)
IGO Copper Pty Ltd (ACN 657 573 398)
IGO Forrestania Ltd (ACN 091 049 357)
Western Areas Nickel Pty Ltd (ACN 122 522 696)
IGO Cosmos Pty Ltd (ACN 111 599 323)
BioHeap Ltd (ACN 009 225 398)
Western Platinum NL (ACN 097 742 580)
IGO Canada Holdings B.C. Ltd (ACN 722556701BC001)
IGO Better Futures Pty Ltd (ACN 662 648 277)
IGO Downstream Pty Ltd (ACN 664 474 864)
ANNEXURE B – SUBSCRIPTION LETTER AGREEMENT
This Annexure B of 14 pages referred to in Form 604 – Notice of change of interests of substantial holder signed by me and dated 6 June 2024.
Joanne McDonald
Company Secretary
IGO Limited (ACN 092 786 304)
29th May 2024
IGO Limited
Suite 4, Level 5
85 South Perth Esplanade
SOUTH PERTH WA 6151
CONFIDENTIAL
By email: Jared Jacob
1
Background
This letter agreement sets out the agreement of IGO Limited ACN 092 786 304 (itself or through
a wholly owned subsidiary) (IGO or Subscriber) to subscribe for shares in Buxton Resources
Limited ACN 125 049 550 (Company or Buxton) pursuant to a placement (Placement) and a
share purchase plan (SPP) (together, the Capital Raising).
The Company is undertaking the Placement to raise $2,500,000 by the issue of shares to
sophisticated investors including IGO at a price of $0.085 per new Buxton share (New Shares),
with one free attaching listed option for every two New Shares subscribed for (New Options)
with an exercise price of $0.16 and an expiry date 2 years from the date of issue. The New
Options will be issued subject to shareholder approval and meeting ASX minimum listing
requirements.
The Placement will be followed by the SPP, which will seek to raise a further $1,000,000 through
the issue of New Shares and New Options in Buxton on the same terms as under the Placement,
but with each shareholder in Buxton entitled to subscribe for a maximum of $30,000 worth of
shares (subject to scale back).
The Subscriber may nominate in writing to the Company prior to completion of the Placement,
a wholly owned subsidiary of the Subscriber to act as subscriber of the New Shares and New
Options under this agreement (Nominee). Such Nominee will assume all the rights and
obligations of the Subscriber under this agreement except that the Subscriber will remain liable
to perform the obligations of the Nominee under this agreement to the extent the Nominee fails
to do so.
2
Subscription and issue
2.1
New Shares and New Options
The Company must issue and the Subscriber must (or procure that the Nominee) subscribe and
pay for:
(a)
9,551,454 New Shares and 4,775,727 New Options in the Placement, in accordance
with the timetable in Schedule 1 and provided IGO's Voting Power in the Company
does not exceed 19.95% immediately following the issue of New Shares in the
Placement to IGO and other participants in the Placement;
(b)
subject to shareholders approving the SPP at a general meeting of Company to be
held as soon as practicable after completion of the Placement, a maximum of
11,764,706 New Shares and 5,882,353 New Options which have been offered to
existing shareholders in the Company pursuant to the SPP, but which are not
subscribed for by existing shareholders (such New Shares and New Options being
Shortfall Shares and Shortfall Options), with the number of Shortfall Shares (and
Shortfall Options) to be issued to and subscribed for by IGO to be scaled back to the
extent required to ensure that IGO’s Voting Power in the Company does not exceed
19.95% immediately following the issue of New Shares to participants in the SPP and
Shortfall Shares to IGO (and any other subscribers for Shortfall Shares). The Shortfall
Shares and Shortfall Options will be allocated to IGO in priority to any other parties.
The Shortfall Shares and Shortfall Options must be issued to IGO as soon as
PO Box 661
Nedlands WA 6909
Suite 1, First Floor
14-16 Rowland Street
Subiaco WA 6008
Tel: 08-9380 6063
www.buxtonresources.com.au
info@buxtonresources.com.au
reasonably practicable after the issue of New Shares and New Options to participants
in the SPP; and
to the extent that following the issue of the Shortfall Shares, IGO’s Voting Power in the
Company is less than 19.95%, a maximum of 2,941,176 New Shares and 1,470,588
New Options (such New Shares and New Options being the Top-up Shares and Topup Options), with the number of Top-up Shares and Top-up Options to be issued to
and subscribed for by IGO to be scaled back to the extent required to ensure that
IGO’s Voting Power in the Company immediately following the issue of the New
Shares referred to in clauses 2.1(a), 2.1(b) and this clause 2.1(c) would not exceed
19.95%. The Top-up Shares and Top-Up Options must be issued to IGO as soon as
practicable after the New Shares and New Options are issued to participants in the
SPP.
2.2
Rights and ranking of New Shares
All New Shares issued to the Subscriber will:
2.3
(a)
be issued as fully paid;
(b)
be free of Encumbrances or any third party rights; and
(c)
rank equally in all respects with the other ordinary shares in the capital of the
Company.
Rights of New Options
All New Options issued to the Subscriber will be free of Encumbrances or any third party rights.
2.4
Company’s obligations
The Company must:
(a)
(Further issues) not, prior to completion of the Capital Raising (including the issues
of securities required under clause 2.1), other than the New Shares and New Options
to be issued pursuant to the Capital Raising or the issuance of any shares in the
Company on exercise or vesting of any securities on issue as at the date of this
agreement (or the New Options) or the issue of Lead Manager Options to Evolution
Capital as the Lead Manager issue, or agree to issue, any securities in its capital;
(b)
(Evidence of issue) following each issue of New Shares and New Options under
clause 2.1 at the election of the Subscriber, provide the Subscriber with a CHESS
holding statement or issuer-sponsored holding statement in respect of the relevant
New Shares and New Options;
(c)
(Compliance with the Listing Rules) undertake the Capital Raising in accordance
with the Listing Rules, the ASX Operating Rules, the ASX Settlement Operating Rules,
the Corporations Act and any other applicable laws, regulations or rules and its
constituent documents;
(d)
(Quotation on the ASX) apply for official quotation of the New Shares, Shortfall
Shares and Top-up Shares as and when required by the Listing Rules; and
(e)
(Secondary trading):
(1)
give to the ASX a notice under section 708A(6) of the Corporations Act with
respect to the New Shares to be issued in the Placement on the day of
completion of the subscription for those New Shares, or if the Company is
unable to satisfy the Corporations Act requirements to give such notice,
lodge a prospectus with ASIC that qualifies those New Shares for resale
under section 708A(11) of the Corporations Act;
(2)
issue a prospectus in respect of the New Shares and New Options to be
issued under the SPP (including the Shortfall Shares and Shortfall Options)
and invite the Subscriber to apply for the relevant number of Shortfall Shares
and Shortfall Options in accordance with clause 2.1(b) under the prospectus;
and
Page 2 of 13
(f)
(3)
issue a prospectus in respect of the New Options to be issued in the
Placement and the Top-up Options and invite the Subscriber to apply for all
such New Options under the prospectus; and
(4)
give to the ASX a notice under section 708A(6) of the Corporations Act with
respect to any Top-up Shares to be issued to the Subscriber or otherwise
issue such Top-up Shares under a prospectus or lodge a prospectus with
ASIC that qualifies those New Shares for resale under section 708A(11) of
the Corporations Act.
(Notice of meeting) promptly prepare a notice of meeting to seek the approval of the
Company’s shareholders for the SPP and the New Options to be issued under the
Placement and:
(1)
consult in good faith with the Subscriber in relation any comments of the
Subscriber on the notice; and
(2)
obtain the Subscriber’s prior written consent to any references to the
Subscriber in the notice,
in each case prior to providing the draft notice to ASX for its review.
3
Use of proceeds
The Company must ensure the proceeds of the Capital Raising are applied only towards
exploration programmes at Graphite Bull, Narryer, Centurion and Matrix Projects and for
general working capital and costs of the Capital Raising and not for other purposes.
4
Appointment of a Nominee Director
(a)
Following completion of the Placement, at any time the Subscriber holds at least 15%
of the Voting Power in the Company, the Subscriber may, subject to the remainder of
this clause 4:
(1)
nominate one person to be appointed as a non-executive director of the
Company; or
(2)
nominate a replacement of the person nominated under clause 4(a)(1) (or of
a nominee under this clause 4(a)(2)) by written notice to the Company
specifying the identity of the person to be replaced as a director and their
replacement,
(in each case the IGO Nominee Director)
(b)
(c)
Where the Company receives a notice from the Subscriber pursuant to clause 4(a)(1)
nominating an IGO Nominee Director, the directors of the Company shall appoint the
IGO Nominee Director as a director of the Company, subject to:
(1)
there being no other IGO Nominee Director on the board;
(2)
receipt by the Company of a consent to act as a director of the Company,
signed by the IGO Nominee Director;
(3)
entry into such documentation by the IGO Nominee Director as the
Company’s board reasonably requires; and
(4)
the Company’s board being satisfied (acting reasonably) with the results of
the usual background and suitability checks in connection with the
appointment of a director.
Where the Company receives a notice from the Subscriber pursuant to clause 4(a)(2)
nominating a replacement of the IGO Nominee Director, the directors of the Company
shall appoint that replacement IGO Nominee Director as a director of the Company,
subject to:
Page 3 of 13
5
(1)
the existing IGO Nominee Director ceasing to be a director of the Company
(including due to their resignation, or removal from the Company’s board or
a resolution for their election to the Company’s board not being passed at a
general meeting of the Company);
(2)
receipt by the Company of a consent to act as a director of the Company,
signed by the replacement IGO Nominee Director;
(3)
entry into such documentation by the replacement IGO Nominee Director as
the Company’s board reasonably requires; and
(4)
the Company’s board being satisfied (acting reasonably) with the
replacement IGO Nominee Director’s experience and the results of the usual
background and suitability checks in connection with the appointment of a
director.
(d)
In accordance with the requirements of the Listing Rules, any appointment of a IGO
Nominee Director by the Company's board would also be subject to the Company’s
shareholders voting to reappoint such IGO Nominee Director at the Company’s next
annual general meeting (and subsequently in accordance with the Listing Rules and
the Company’s constitution).
(e)
At any time the Subscriber holds at least 15% of the Voting Power in the Company,
the Company must ensure that (subject to their consent) the then serving IGO
Nominee Director is proposed for election at the next annual general meeting of the
Company convened after their appointment and take all reasonable steps to procure
the Company's non-interested directors to unanimously recommend that shareholders
vote in favour of the relevant resolution for that election, subject at all times to the
directors' fiduciary and statutory duties.
(f)
The IGO Nominee Director may provide the Subscriber with any information acquired
by the IGO Nominee Director in his or her capacity as a director of the Company
provided that such information is provided to the Subscriber in a manner that does not
cause any breach of the law or the Listing Rules and does not conflict with any
information protocols that have been agreed between the Subscriber and the
Company.
Notification of future equity issuances
Following completion of the Placement, at any time the Subscriber holds Voting Power in the
Company of at least 15%, the Company agrees to consult in good faith with the Subscriber prior
to any future issuances of securities in the Company (including securities convertible to shares
in the Company, but not including securities to be issued under an employee incentive scheme),
regarding the Subscriber’s potential participation in the raising on mutually acceptable, marketbased, terms.
6
Warranties
6.1
Mutual warranties
The Company warrants to the Subscriber, and the Subscriber warrants to the Company (each
a Warranting Party), that each of the following statements are true and accurate at the date of
this agreement and remain true until the completion of the Placement and SPP:
(a)
(Registration) the Warranting Party is a corporation registered (or taken to be
registered) and validly existing under the Corporations Act;
(b)
(Incorporation) the Warranting Party is validly incorporated, organised and subsisting
in accordance with the laws of its place of incorporation;
(c)
(Power and capacity) the Warranting Party has full power and capacity to enter into
and perform its obligations under this agreement;
(d)
(Corporate authorisations) all necessary authorisations for the execution, delivery
and performance of this agreement by each Warranting Party in accordance with its
terms have been obtained;
Page 4 of 13
(e)
(f)
(g)
6.2
(No legal impediment) the execution, delivery and performance of this agreement:
(1)
complies with its constitution or other constituent documents (as applicable)
of the Warranting Party; and
(2)
does not constitute a breach of any law or obligation, or cause or result in a
default under any agreement, or Encumbrance, by which it is bound and that
would prevent it from entering into and performing its obligations under this
agreement;
(Solvency):
(3)
the Warranting Party has not gone, or proposed to go, into liquidation;
(4)
the Warranting Party has not passed a winding-up resolution or commenced
steps for winding-up or dissolution;
(5)
the Warranting Party has not received a deregistration notice under
section 601AB of the Corporations Act or any communication from ASIC that
might lead to such a notice or applied for deregistration under section 601AA
of the Corporations Act;
(6)
the Warranting Party has not been presented or threatened with a petition or
other process for winding-up or dissolution and, so far as the Company is
aware, there are no circumstances justifying a petition or other process;
(7)
no receiver, receiver and manager, judicial manager, liquidator,
administrator or official manager has been appointed, or is threatened or
expected to be appointed, over the whole or a substantial part of the
undertaking or property of the Warranting Party, and, so far as the
Warranting Party is aware, there are no circumstances justifying such an
appointment; and
(1)
it has not entered into, or taken steps or proposed to enter into, any
arrangement, compromise or composition with or assignment of the benefit
of its creditors or class of them; and
(Valid and binding obligations) this agreement creates a valid and binding obligation
on the Warranting Party and the execution, delivery and performance of this
agreement by the Warranting Party will not infringe any applicable laws or conflict with
or result in a breach of its constituent documents or any judgment, document,
agreement or other arrangement binding on it or its assets.
Company warranties
By entering into this agreement, the Company represents and warrants to the Subscriber as at
the date of this agreement and at all times until and including the date of completion of the
Placement that:
6.3
(a)
(Capital Structure) as at the date of this agreement, the capital structure of the
Company is as set out in Schedule 2; and
(b)
(Disclosure obligations) it is in compliance with its periodic and continuous
disclosure obligations under the Listing Rules and the Corporations Act and has
disclosed to the ASX all material information concerning the assets and liabilities,
financial position and performance and profits and losses of the Company and its
business operations of which the Company is aware, or ought reasonably to be aware,
and is not withholding any information from disclosure to the ASX under the exceptions
in Listing Rule 3.1A (except as fully and fairly disclosed to the Subscriber before the
date of this agreement, including the Capital Raising); and
Subscriber warranties
By entering into this agreement, the Subscriber represents and warrants to the Company as at
the date of this agreement and at all times until and including the date of completion of the
Placement, that the Subscriber is a person to whom the Subscription Shares can be issued by
the Company without a disclosure document being required to be lodged by the Company with
Page 5 of 13
the Australia Securities and Investment Commission pursuant to sections 708(8), 708(1) and/or
708(11) of the Corporations Act.
7
8
Announcements and confidentiality
(a)
Following the execution of this agreement, the Company will issue one or more public
announcements regarding the Capital Raising including references to this agreement
in a form previously agreed to in writing between the parties (acting reasonably).
(b)
Following completion of the issue of New Shares pursuant to the Placement, the
Subscriber will issue a change in substantial shareholder notice attaching this
agreement in accordance with the requirements of the Corporations Act.
(c)
Subject to clauses 7(a) and 7(b), neither the Company nor the Subscriber will make
any public announcement in relation to this agreement, the Placement or the SPP
without the prior approval of the other party, which approval must not be unreasonably
withheld, unless such announcement is required by the Listing Rules or applicable
laws in which case, the relevant party will consult as far as practicable with the other
party prior to making any such announcement.
General provisions
(a) (Interpretation) Unless otherwise defined, the terms used in this agreement
are as follows:
ASIC
Australian Securities & Investments Commission.
ASX
ASX Limited (ACN 008 624 691).
ASX Operating
Rules
means the market rules applicable to trading on ASX;
ASX Settlement
Operating Rules
means the Settlement Rules made by ASX Settlement
Pty Limited (ACN 008 504 532) and the provisions of the
Corporations Act and Listing Rules concerning the
electronic share registration and transfer system as and
to the extent they apply to the Issuer.
Business Day
a day on which banks are open for business in Perth,
Western Australia excluding a Saturday, Sunday or
public holiday in Perth, Western Australia.
Corporations
Act
Corporations Act 2001 (Cth).
Page 6 of 13
Encumbrance
any interest or power:
1
reserved in or over any interest in any asset
including, but not limited to, any retention of title; or
2
created or otherwise arising in or over any interest
in any asset under a bill of sale, mortgage, charge,
lien, pledge, trust or power,
by way of, or having similar commercial effect to, security
for payment of a debt, any other monetary obligation or
the performance of any other obligation, or any trust or
any retention of title and includes, but is not limited to,
any agreement to grant or create any of the above.
Lead Manager
Evolution Capital Pty Ltd ACN 652 397 263
Lead Manager
Options
2,500,000 New Options to be issued to the Lead
Manager as part payment for its role in relation to the
Capital Raising.
Listing Rules
the official listing rules of the ASX as amended from time
to time.
Voting Power
has the meaning given in the Corporations Act.
(b) (Survival of representations, warranties and undertakings) All
representations, warranties and undertakings given by the parties shall continue
in full force and effect after completion of the Placement and SPP and shall
survive termination of the agreement evidenced by this agreement.
(c) (Governing law and jurisdiction) This agreement is governed by the law in
force in Western Australia and each party irrevocably submits to the nonexclusive jurisdiction of courts exercising jurisdiction in Western Australia.
(d) (Further action to be taken at each party’s own expense) Each party must,
at its own expense, do all things and execute all documents necessary to give
full effect to this agreement and the transactions contemplated by it.
(e) (Entire agreement and counterparts) This agreement constitutes the entire
agreement of the parties about its subject matter. This agreement may be
executed in any number of counterparts. All counterparts taken together will be
taken to constitute one instrument.
(f) (Waiver) No waiver of a right or other provision in this agreement is effective
unless given in writing.
(g) (Severability) Any provision of this agreement which is void, illegal or
unenforceable does not affect the validity, legality or enforceability of the
remaining provisions, or the validity, legality or enforceability in other jurisdictions.
(h) (No liability for loss) A party is not liable for loss caused by the exercise or
attempted exercise of, failure to exercise, or delay in exercising a right or remedy
under this agreement.
Page 7 of 13
(i)(Remedies cumulative) The rights and remedies provided in this agreement are
in addition to other rights and remedies given by law independently of this
ageement.
(j)(Partial exercise of rights) If a party does not exercise a right or remedy
(including a right to waive) fully or at a given time, the party may still exercise it
later.
9
Acceptance
Please confirm your acceptance of the agreement set out in this letter agreement on behalf of
the Subscriber by signing and returning a copy of this letter agreement, which may be done in
counterpart
Yours sincerely
Signed by
Buxton Resources Limited
by
sign here ►
Company Secretary/Director
print name Sam Wright
sign here ►
Director
print name Seamus Cornelius
Accepted and agreed for and behalf of
Signed by
IGO Limited
by
sign here ►
print name
sign here ►
Company Secretary/Director
JOANNE McDONALD
Director
print name IVAN VELLA
Page 8 of 13
Schedule 1
Timetable
BUXTON RESOURCES LIMITED
CAPITAL RAISING REGULATORY TIMETABLE
Event
Notes
Date
1.
Record date for SPP.
*1 Business Day
before the SPP
announcement in
accordance with
paragraph 12 of
Appendix 7A of the
Listing Rules (treat
Appendix 7A
paragraph 12 as
applying).
29 May 2024
2.
ASX announcement
*Form of ASX
announcement to be
agreed by the
Company and IGO
pursuant to clause 7(a)
above.
30 May 2024
(a) Issue an ASX announcement
regarding the Capital Raising,
including the issue of New
Shares and New Options
pursuant to the Placement and
SPP, and the issue of Top-up
Shares and Top-up Options to
IGO.
(b) Lodge an Appendix 3B with ASX.
*Placement to raise
$2,500,000 by the
issue of New Shares
and New Options to
sophisticated investors
under section 708 of
the Corporations Act.
*Placement of
29,411,765 shares with
free attaching New
Options on a 1:2 basis
(to unrelated parties).
* SPP of 11,764,706
shares with free
attaching New Options
on a 1:2 basis (subject
to shareholder
approval) to raise a
further $1,000,000.
* The New Shares and
New Options issued
under the SPP (as well
Page 9 of 13
Event
Notes
Date
as the New Options
issued under the
Placement) will be
issued under a
prospectus to ensure
these New Shares and
any shares issued on
exercise of the New
Options can be freely
traded.
* Lead Manager
Options are to be
issued under the
prospectus subject to
shareholder approval.
3.
Settlement of Placement
4.
Allotment
(a) Issue New Shares pursuant to
the Placement to unrelated
parties.
5th June 2024
*The Secondary
Trading Notice will
allow the New Shares
issued pursuant to the
Placement to be freely
traded.
6th June 2024
(b) Lodge an Appendix 2A and
Secondary Trading Notice with
ASX in relation to the New
Shares issued pursuant to the
Placement.
5.
Issue notice of meeting papers to the
Company’s shareholders, after ASX
has provided its "no objection" after a
review of the papers.
* An ASX waiver is
required to amend the
standard voting
exclusion statement to
allow all shareholders
to vote on approving
the issue of securities
under the SPP.
As soon as possible after
the ASX announcement
referred to in 2 is issued.
6.
Lodge prospectus with ASIC and
ASX. The prospectus will be for an
offer for:
*Offers referred to in
paragraphs (a), (b), (c)
and (d) of this item 6
are subject to
shareholder approval
at a general meeting of
the Company’s
shareholders. The
resolutions in relation
to paragraphs (a), (c)
and (d) of this item 6
will be interconditional.
As soon as possible after
the ASX announcement
referred to in 2 is issued.
(a) New Options to be issued
pursuant to the Placement;
(b) Lead Manager Options;
(c) New Shares and New Options to
be issued under the SPP to
eligible shareholders; and
Page 10 of 13
Event
Notes
Date
(d) Any Shortfall Shares and
Shortfall Options not subscribed
for under the SPP.
(e) The Top-up Shares and Top-up
Options to be issued to IGO.
7.
SPP offer opens.
8.
Conduct general meeting and pass
resolutions.
*Date of general meeting
to be at least 28 clear
days’ from the receipt of
the notice of meeting
papers by the Company’s
shareholders, referred to
in 5.
9.
SPP offer closes.
The SPP offer is intended
to close say a day after
shareholder approval
10.
Issue:
(a) all the New Options pursuant to
the Placement;
(b) the Lead Manager Options; and
(c) all the New Shares and New
Options pursuant to the SPP.
11.
Lodge an Appendix 2A with ASX for
New Shares and New Options.
Before noon (AEST), no
more than 7 days after
the closing date of the
SPP referred to in 9.
12.
Issue any Shortfall Shares and
Shortfall Options to section 708
investors and any Top-up Shares
and Top-up Options, if necessary.
As soon as reasonably
practicable after the issue
of New Shares and New
Options referred to in 10.
13.
Lodge an Appendix 2A with ASX in
relation to the issue of all Shortfall
Shares and Top-up Shares and
Shortfall Options
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