TIDM88E
RNS Number : 2403W
88 Energy Limited
07 February 2017
88 Energy Ltd
Notice of Annual General Meeting
88 Energy Limited ("88 Energy" or "the Company") (ASX, AIM: 88E)
lodged a notice of annual general meeting of the Company (the
"AGM") on 7 February 2017, to convene the AGM which is scheduled to
take place at 10:00 a.m. (WST) on 9 March 2017 at Quest West Perth,
54 Kings Park Rd, West Perth, WA 6005.
Full details of the AGM and the resolutions to be approved are
set out below.
Media and Investor Relations:
Australia
88 Energy Ltd
admin@88energy.com
+61 8 9485 0990
Hartleys Limited
As Corporate Advisor
Mr Dale Bryan
+61 8 9268 2829
United Kingdom
Cenkos Securities Plc
As Nominated Adviser
Mr Neil McDonald Mr Derrick Lee
Tel: +44 (0)131 220 9771 Tel: +44 (0)131 220 9100
/ +44 (0)207 397 1953 / +44 (0)207 397 8900
88 energy Limited
ACN 072 964 179
NOTICE OF ANNUAL GENERAL MEETING
TIME: 10:00am (WST)
DATE: 9 March 2017
PLACE: Quest West Perth
54 Kings Park Rd, West Perth, WA 6005
This Notice of Meeting 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.
Should you wish to discuss the matters in this
Notice of Meeting please do not hesitate to
contact the Company Secretary on +61 8 9485
0990.
---------------------------------------------------
1.
CONTENTS
Business of the Meeting (setting out the proposed Resolutions)
4
Explanatory Statement (explaining the proposed Resolutions)
9
Glossary 23
Schedule 1 - Issues of Equity Securities since 9 March 2016
26
Schedule 2 - Terms, Conditions & Valuation of Related Party
Options 29
Schedule 3 - Terms & Conditions of Placement & Agent
Options 31
Proxy Form
important information
Time and place of Meeting
Notice is given that the Annual General Meeting of the Company
will be held at 10:00am on 9 March 2017 at:
Quest West Perth, 54 Kings Park Rd, West Perth, WA 6005
Your vote is important
The business of the Meeting affects your shareholding and your
vote is important.
Voting eligibility
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
4:00pm (WST) on 7 March 2017.
DI Holders may attend the Meeting but will not be permitted to
vote at the Meeting. For their votes to be counted DI Holders must
submit their CREST Voting Instruction to the Company's agent by
10am (GMT) on 3 March 2017. Alternatively DI Holders can vote using
the enclosed Form of Instruction in accordance with the
instructions below.
Voting in person
If you do not wish to attend the meeting, you may appoint a
proxy to attend and vote on your behalf. A body corporate may also
appoint a proxy. A proxy need not be a shareholder. If a
representative of a corporate proxy is to attend the meeting, you
must ensure that the appointment of the representative is in
accordance with section 250D of the Corporations Act. The corporate
representative should bring to the meeting evidence of his or her
appointment, including any authority under which the appointment is
signed. A form of the certificate may be obtained from the
Company's share registry.
You are entitled to appoint up to 2 proxies to attend the
meeting and vote on your behalf and may specify the proportion or
number of votes that each proxy is entitled to exercise. If you do
not specify the proportion or number of votes that each proxy is
entitled to exercise, each proxy may exercise half of the votes. If
you wish to appoint a second proxy, an additional proxy form may be
obtained by telephoning the Company's share registry or you may
copy the enclosed proxy form. To appoint a second proxy, you must
follow the instructions on the proxy form.
Sections 250BB and 250BC of the Corporations Act took effect on
1 August 2011 and apply to voting by proxy. Shareholders and their
proxies should be aware of these changes to the Corporations Act,
as they will apply to this meeting. Broadly, the changes mean
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 chairman of the meeting, who must vote the proxies
as directed.
If the proxy has two or more appointments that specify different
ways to vote on a resolution, the proxy must not vote on that
resolution on a show of hands.
To be valid, your proxy form (and any power of attorney under
which it is signed) must be received at an address given below by
10:00am (WST) on 7 March 2017. Any proxy form received after that
time will not be valid for the scheduled meeting.
Online At www.investorvote.com.au
By mail Share Registry - Computershare Investor Services Pty
Limited, GPO Box 242, Melbourne Victoria 3001, Australia
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your proxy form and follow the prompts
Custodian For Intermediary Online subscribers only (custodians) please visit
Voting www.intermediaryonline.com to submit your voting intentions
A shareholder that is an individual may attend and vote in
person at the meeting. If you wish to attend the meeting, please
bring the enclosed proxy form to the meeting to assist in
registering your attendance and number of votes. Please arrive 20
minutes prior to the start of the meeting to facilitate this
registration process.
Voting by proxy
United Kingdom (CREST Voting Instruction)
DI Holders in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to their CREST
sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (CREST Voting Instruction)
must be properly authenticated in accordance with Euroclear's
specifications and must contain the information required for such
instructions, as described in the CREST Manual (available via
www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 10am (GMT) on 3 March 2017. For this purpose, the time
of receipt will be taken to be the time (as determined by the
timestamp applied to the CREST Voting Instruction by the CREST
applications host) from which the Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the
manner prescribed by CREST. DI Holders in CREST and, where
applicable, their CREST sponsors or voting service providers should
note that Euroclear does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time.
In this connection, DI Holders and, where applicable, their
CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
Form of Instruction
DI Holders are invited to attend the Meeting but are not
entitled to vote at the Meeting. In order to have votes cast at the
Meeting on their behalf, DI Holders must complete, sign and return
the Forms of Instruction sent to them together with this Notice to
the Company's agent, Computershare UK, by no later than 10am (GMT)
on 3 March 2017.
business of the meeting
AGA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the
Company for the financial year ended 31 December 2016 together with
the declaration of the Directors, the Directors' report, the
Remuneration Report, and the Auditor's report.
2. 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, the Remuneration Report forming
part of the Company's 2016 Annual Report be and is hereby
adopted."
Note: the vote on this Resolution is advisory only and does not
bind the Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
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.
3. Resolution 2 - RE-ELECTION OF MR STEPHEN STALEY AS A DIRECTOR
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, Mr Stephen Staley, being a Director of the Company, who
retires by rotation in accordance with Rule 11.2 of the Company's
Constitution and being eligible for re-election, be hereby
re-elected as a Director of the Company, with effect from the close
of the meeting."
4. Resolution 3 - APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass, with or without
amendment, 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 issue of Equity Securities
totalling up 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 on the terms and conditions set out in
the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by any person who may participate in the issue of
Equity Securities under this Resolution and a person who might
obtain a benefit, except a benefit solely in the capacity of a
holder of ordinary securities, if the Resolution is passed and any
associates of those persons. However, the Company will not
disregard a vote if it is cast by a person as a proxy for a person
who is entitled to vote, in accordance with the directions on the
Proxy Form, or, it is cast by the person chairing the meeting as
proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
5. Resolution 4 - RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES
To consider and, if thought fit, to pass, with or without
amendment, the following Resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other
purposes, Shareholders ratify the issue of 275,000,000 Shares on 27
October 2016 on the terms and conditions set out in the Explanatory
Statement."
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by a person who participated in the issue and any
associates of those persons. However, the Company need not
disregard a vote if it is cast by a person as a proxy for a person
who is entitled to vote, in accordance with the directions on the
Proxy Form, or, it is cast by the person chairing the meeting as
proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
6. Resolution 5 - RATIFICATION OF PRIOR ISSUE OF PLACEMENT OPTIONS
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That for the purpose of ASX Listing Rule 7.4 and for all other
purposes, Shareholders ratify the issue of 137,500,000 Unlisted
Options on 27 October 2016 on the terms and conditions set out in
the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by a person who participated in the issue and any
associates of those persons. However, the Company need not
disregard a vote if it is cast by a person as a proxy for a person
who is entitled to vote, in accordance with the directions on the
Proxy Form, or, it is cast by the person chairing the meeting as
proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
7. Resolution 6 - RATIFICATION OF PRIOR ISSUE OF AGENT OPTIONS
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That for the purpose of ASX Listing Rule 7.4 and for all other
purposes, Shareholders ratify the issue of 22,000,000 Unlisted
Options on 27 October 2016 on the terms and conditions set out in
the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by a person who participated in the issue and any
associates of those persons. However, the Company need not
disregard a vote if it is cast by a person as a proxy for a person
who is entitled to vote, in accordance with the directions on the
Proxy Form, or, it is cast by the person chairing the meeting as
proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
8. RESOLUTION 7 - ISSUE OF OPTIONS TO DIRECTOR UNDER SCHEME - MICHAEL EVANS
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
For the purposes of ASX Listing Rule 10.14 and sections 195(4)
and 208 of the Corporations Act and for all other purposes,
approval is given for the Directors to grant up to 5,000,000
Options to Michael Evans (or his nominee) under the Company's
Incentive Option Scheme on the terms and conditions set out in the
Explanatory Statement".
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by a director of the Company (except one who is
ineligible to participate in any employee incentive scheme in
relation to the Company) and any associate of that person. However,
the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form, or it is cast by the person chairing
the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy
decides.
Voting Prohibition Statement: 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.
9. RESOLUTION 8 - ISSUE OF OPTIONS TO DIRECTOR UNDER SCHEME - DAVID WALL
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and sections
195(4) and 208 of the Corporations Act and for all other purposes,
approval is given for the Directors to grant up to 20,000,000
Options to David Wall (or his nominee) under the Company's
Incentive Option Scheme on the terms and conditions set out in the
Explanatory Statement".
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by a director of the Company (except one who is
ineligible to participate in any employee incentive scheme in
relation to the Company) and any associate of that person. However,
the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form, or it is cast by the person chairing
the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy
decides.
Voting Prohibition Statement: 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.
10. RESOLUTION 9 - ISSUE OF OPTIONS TO DIRECTOR UNDER SCHEME - STEPHEN STALEY
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and sections
195(4) and 208 of the Corporations Act and for all other purposes,
approval is given for the Directors to grant up to 5,000,000
Options to Stephen Staley (or his nominee) under the Company's
Incentive Option Scheme on the terms and conditions set out in the
Explanatory Statement".
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by a director of the Company (except one who is
ineligible to participate in any employee incentive scheme in
relation to the Company) and any associate of that person. However,
the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form, or it is cast by the person chairing
the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy
decides.
Voting Prohibition Statement: 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.
11. RESOLUTION 10 - ISSUE OF OPTIONS TO DIRECTOR UNDER SCHEME - BRENT VILLEMARETTE
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and sections
195(4) and 208 of the Corporations Act and for all other purposes,
approval is given for the Directors to grant up to 5,000,000
Options to Brent Villemarette (or his nominee) under the Company's
Incentive Option Scheme on the terms and conditions set out in the
Explanatory Statement".
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by a director of the Company (except one who is
ineligible to participate in any employee incentive scheme in
relation to the Company) and any associate of that person. However,
the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form, or it is cast by the person chairing
the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy
decides.
Voting Prohibition Statement: 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.
Dated: 19 January 2017
By order of the Board
David Wall
Director
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. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Annual
General Meeting will include receipt and consideration of the
annual financial report of the Company for the period from 1
January 2016 to 31 December 2016 together with the Directors'
Declaration, 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 www.88energy.com or on the ASX platform for "88E"
www.asx.com.au.
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 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
Under changes to the Corporations Act which came into effect on
1 July 2011, 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 Annual General Meeting.
2.4 Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note
the following:
Key Management Vote as Unable to vote(3)
Personnel(1) directed
--------------- ---------- ------------------
Chair(2) Vote as Able to vote at
directed discretion of
Proxy(4)
--------------- ---------- ------------------
Other Vote as Able to vote at
directed discretion of
Proxy
--------------- ---------- ------------------
Notes:
(1) Refers to Key Management Personnel (other than the Chair)
whose remuneration details are included in the Remuneration Report,
or a Closely Related Party of such a member.
(2) Refers to the Chair (where he/she is also a member of the
Key Management Personnel whose remuneration details are included in
the Remuneration Report), or a Closely Related Party of such a
member).
(3) Undirected proxies granted to these persons will not be
voted and will not be counted in calculating the required majority
if a poll is called on this Resolution.
(4) The Proxy Form notes it is the Chair's intention to vote all
undirected proxies in favour of all Resolutions.
3. Resolution 2 - RE-ELECTION OF MR STEPHEN STALEY AS A DIRECTOR
3.1 Background
ASX Listing Rule 14.4 provides that a director of an entity must
not hold office (without re-election) past the third AGM following
the director's appointment or 3 year, whichever is the longer.
The Constitution of the Company requires that one third of the
Directors in office (other than a Managing Director) must retire by
rotation at each annual general meeting of the Company.
Dr Stephen Staley is a Fellow of the Geological Society, holds a
BSc (Hons.) in Geophysics from Edinburgh University, a PhD in
Petroleum Geology from Sheffield University and an MBA from Warwick
University. Stephen was founder and former Managing Director of
Independent Resources plc and is founder and Managing Director of
Derwent Resources Limited. Stephen has 33 years' experience in the
energy sector, including Conoco and BP, with considerable
experience in the European, African and Asian oil, gas and power
sectors. He is the co-founder and CEO of Upland Resources Ltd.
Mr Staley was appointed on 9 April 2014. The board considers Mr
Staley to be an independent director.
The Board, with Mr Staley abstaining, recommends that
Shareholders vote in favour of Resolution 2.
4. Resolution 3 - APPROVAL OF 10% PLACEMENT CAPACITY
4.1 General
ASX Listing Rule 7.1A provides that an Eligible Entity may seek
Shareholder approval at its annual general meeting to allow it to
issue Equity Securities up to 10% of its issued capital (10%
Placement Capacity).
The Company is an Eligible Entity.
If Shareholders approve Resolution 3, the number of Equity
Securities the Eligible Entity may issue under the 10% Placement
Capacity will be determined in accordance with the formula
prescribed in ASX Listing Rule 7.1A.2 (as set out in section 4.2
below).
The effect of Resolution 3 will be to allow the Company to issue
Equity Securities up to 10% of the Company's fully paid ordinary
securities on issue under the 10% Placement Capacity during the
period up to 12 months after the Meeting, without subsequent
Shareholder approval and without using the Company's 15% annual
placement capacity granted under Listing Rule 7.1.
Resolution 3 is a special resolution. Accordingly, at least 75%
of votes cast by Shareholders present and eligible to vote at the
Meeting must be in favour of Resolution 3 for it to be passed.
4.2 ASX Listing Rule 7.1A
ASX Listing Rule 7.1A came into effect on 1 August 2012 and
enables an Eligible Entity to seek shareholder approval at its
annual general meeting to issue Equity Securities in addition to
those under the Eligible Entity's 15% annual placement
capacity.
An Eligible Entity is one that, as at the date of the relevant
annual general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
The Company is an Eligible Entity as it is not included in the
S&P/ASX 300 Index and has a market capitalisation of
$175,105,577 at 18 January 2017 (calculated by multiplying the
number of shares on issue of 4,169,180,418 by the Company's closing
share price on 18 January 2017 of $0.042).
Any Equity Securities issued must be in the same class as an
existing class of quoted Equity Securities. The Company currently
has 2 classes of Equity Securities on issue, being the Shares (ASX
Code: 88E) and Quoted Options (ASX Code: 88EO).
The exact number of Equity Securities that the Company may issue
under an approval under Listing Rule 7.1A will be calculated
according to the following formula:
(A x D) - E
Where:
A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months
under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully
paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months
with approval of holders of Shares under Listing Rules 7.1 and 7.4.
This does not include an issue of fully paid ordinary shares under
the entity's 15% placement capacity without shareholder approval;
and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be
issued under ASX Listing Rule 7.1A.2 in the 12 months before the
date of issue or agreement to issue that are not issued with the
approval of holders of Ordinary Securities under ASX Listing Rule
7.1 or 7.4.
4.3 Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the
information below is provided in relation to this Resolution 3:
(a) Minimum Price
The minimum price at which the Equity Securities may be issued
is 75% of the volume weighted average price of Equity Securities in
that class, calculated over the 15 ASX trading days on which trades
in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities
are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX
trading days of the date in section 4.3(a)(i), the date on which
the Equity Securities are issued.
(b) Date of Issue
The Equity Securities may be issued under the 10% Placement
Capacity commencing on the date of the Meeting and expiring on the
first to occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction
under ASX Listing Rules 11.1.2 (a significant change to the nature
or scale of the Company's activities) or 11.2 (disposal of the
Company's main undertaking) (after which date, an approval under
Listing Rule 7.1A ceases to be valid),
(10% Placement Capacity Period).
(c) Risk of voting dilution
Any issue of Equity Securities under the 10% Placement Capacity
will dilute the interests of Shareholders who do not receive any
Shares under the issue.
If Resolution 3 is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under the
10% Placement Capacity, the economic and voting dilution of
existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in ASX Listing
Rule 7.1A(2), on the basis of the current market price of Shares
and the current number of Equity Securities on issue as at the date
of this Notice.
The table also shows the voting dilution impact where the number
of Shares on issue (Variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
Shares issued under the 10% Placement Capacity.
Number of
Shares on Dilution
Issue
------------------- -------------------------------------------------------------
Issue Price $0.021 $0.042 $0.063
(per Share) 50% decrease Issue Price 50% increase
in Issue in Issue
Price Price
------------------- -------------- -------------- ------------- --------------
4,169,180,418 Shares 416,918,042 416,918,042 416,918,042
issued Shares Shares Shares
(Current)
----------------------------------- -------------- ------------- --------------
Funds raised $8,755,279 $17,510,558 $26,265,837
---------------------------------- -------------- ------------- --------------
6,253,770,627 Shares 625,377,063 625,377,063 625,377,063
issued Shares Shares Shares
(50% increase)*
----------------------------------- -------------- ------------- --------------
Funds raised $13,132,918 $26,265,837 $39,398,755
---------------------------------- -------------- ------------- --------------
8,338,360,836 Shares 833,836,084 833,836,084 833,836,084
issued Shares Shares Shares
(100% increase)*
----------------------------------- -------------- ------------- --------------
Funds raised $17,510,558 $35,021,115 $52,531,673
---------------------------------- -------------- ------------- --------------
*The number of Shares on issue (Variable A in the formula) could
increase as a result of the issue of Shares that do not require
Shareholder approval (such as under a pro-rata rights issue
conversion of options or scrip issued under a takeover offer) or
that are issued with Shareholder approval under Listing Rule
7.1.
The table above uses the following assumptions:
1. There are currently 4,169,180,418 Shares on issue.
2. The issue price set out above is the closing price of the
Shares on the ASX on 18 January 2017.
3. The Company issues the maximum possible number of Equity
Securities under the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12
months prior to the Meeting that were not issued under an exception
in ASX Listing Rule 7.2 or with approval under ASX Listing Rule
7.1.
5. The issue of Equity Securities under the 10% Placement
Capacity consists only of Shares. It is assumed that no Options are
exercised into Shares before the date of issue of the Equity
Securities.
6. The calculations above do not show the dilution that any one
particular Shareholder will be subject to. All Shareholders should
consider the dilution caused to their own shareholding depending on
their specific circumstances.
7. This table does not set out any dilution pursuant to
approvals under ASX Listing Rule 7.1.
8. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
9. The table does not show an example of dilution that may be
caused to a particular Shareholder by reason of placements under
the 10% Placement Capacity, based on that Shareholder's holding at
the date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be
significantly lower on the issue date than on the date of the
Meeting; and
(ii) the Shares may be issued at a price that is at a discount
to the market price for those Shares on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement
Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to
use funds raised to complete the acquisition of additional acreage
at Project Icewine (located in North Slope Alaska), for seismic
costs, to progress the Company's exploration program at Project
Icewine including drilling of the Company's Icewine #2 well, and
for working capital; or
(ii) as non-cash consideration for corporate advisory and
capital raising services in relation to funds raised Project and
general working capital. In such circumstances the Company will
provide a valuation of the non-cash consideration as required by
listing Rule 7.1A.3.
The Company will comply with the disclosure obligations under
Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity
Securities.
(e) Allocation policy under the 10% Placement Capacity
The Company's allocation policy for the issue of Equity
Securities under the 10% Placement Capacity will be dependent on
the prevailing market conditions at the time of the proposed
placement(s).
The recipients of the Equity Securities to be issued under the
10% Placement Capacity have not yet been determined. However, the
recipients of Equity Securities could consist of current
Shareholders or new investors (or both), none of whom will be
related parties of the Company.
The Company will determine the recipients at the time of the
issue under the 10% Placement Capacity, having regard to the
following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the
Company at that time, including, but not limited to, an entitlement
issue or other offer where existing Shareholders may
participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not
limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new
resources, assets or investments, it is likely that the recipients
under the 10% Placement Capacity will be vendors of the new
resources, assets or investments.
(f) Previous Approval under ASX Listing Rule 7.1A
The Company previously obtained approval from its Shareholders
pursuant to ASX Listing Rule 7.1A at its annual general meeting
held on 24 April 2015 (Previous Approval).
During the 12 month period preceding the date of the Meeting,
being on and from 9 March 2016 to 9 March 2017, the Company issued
a total of 996,352,046 Shares and 159,500,000 Options which
represents approximately 31% of the total diluted number of Equity
Securities on issue in the Company on 9 March 2016 which was
3,724,315,774.
Further details of the issues of Equity Securities by the
Company during the 12 month period preceding the date of the
Meeting are set out in Schedule 1.
(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A
When the Company issues Equity Securities pursuant to the 10%
Placement Capacity, it must give to ASX:
(i) a list of the recipients of the Equity Securities and the
number of Equity Securities issued to each (not for release to the
market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.
4.4 Voting Exclusion
A voting exclusion statement is included in this Notice. As at
the date of this Notice, the Company has not invited any existing
Shareholder to participate in an issue of Equity Securities under
ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be
excluded from voting on this Resolution.
5. Resolution 4 - RATIFICATION OF PRIOR ISSUE OF SHARES
5.1 General
On 27 October 2016, the Company issued 275,000,000 Shares at an
issue price of $0.04 per Share to raise $11,000,000
(Placement).
The Shares were issued pursuant to the Company's capacity under
ASX Listing Rule 7.1, and did not breach the ASX Listing Rules.
Resolution 4 seeks Shareholder ratification pursuant to ASX
Listing Rule 7.4 for the issue of those Shares.
ASX Listing Rule 7.1 provides that a company must not, subject
to specified exceptions, issue or agree to issue more equity
securities during any 12 month period than that amount which
represents 15% of the number of fully paid ordinary securities on
issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule
7.1. It provides that where a company in general meeting ratifies
the previous issue of securities made pursuant to ASX Listing Rule
7.1 (and provided that the previous issue did not breach ASX
Listing Rule 7.1) those securities will be deemed to have been made
with shareholder approval for the purpose of ASX Listing Rule
7.1.
By ratifying this issue, the Company will retain the flexibility
to issue equity securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
5.2 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to the ratification
the subject of 4:
(a) 275,000,000 Shares were issued;
(b) the Shares were issued at an issue price of $0.04 per share;
(c) the Shares issued were fully paid ordinary shares in the
capital of the Company issued on the same terms and conditions as
the Company's existing Shares;
(d) the Shares were issued to international institutional and
sophisticated investors, who were not related parties of the
Company; and
(e) the funds raised from this issue were used to complete the
acquisition of additional acreage at Project Icewine, for seismic
costs, to progress the Company's exploration program at Project
icewine including drilling of the Company's Icewine #2 well, and
for working capital.
6. Resolution 5 - RATIFICATION OF PRIOR ISSUE OF OPTIONS
6.1 General
On 27 October 2016, the Company issued 137,500,000 Options
(exercisable at $0.055 on or before 27 October 2021) for nil cash
consideration to participants in the Placement the subject of
Resolution 4.
The Options were issued pursuant to the Company's capacity under
ASX Listing Rule 7.1, and did not breach the ASX Listing Rules.
Resolution 5 seeks Shareholder ratification pursuant to ASX
Listing Rule 7.4 for the issue of those Options.
ASX Listing Rules 7.1 and 7.4 are summarised in Section 5.1
above.
By ratifying this issue, the Company will retain the flexibility
to issue equity securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
6.2 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to the ratification
the subject of Resolution 5:
(a) 137,500,000 Options were issued;
(b) the Options were issued for nil cash consideration;
(c) the unlisted Options exercisable at $0.055 each on or before
27 October 2021 and were issued on the terms set out in Schedule 3.
A full copy of the terms of these Options can be requested from the
Company;
(d) the Options were issued to professional and sophisticated
investors who participated in the Placement the subject of
Resolution 4, none of whom were related parties of the Company;
and
(e) no funds were raised from this issue of the Options as they
were issued to participants of the Placement the subject of
Resolution 4.
7. Resolution 6 - RATIFICATION OF PRIOR ISSUE OF OPTIONS
7.1 General
On 27 October 2016, the Company issued 22,000,000 Options
(exercisable at $0.05 on or before 27 October 2021) for nil cash
consideration to the Company's US placement agent Maxim Group LLC
for capital raising services provided in relation to the Placement
the subject of Resolution 4.
The Options were issued pursuant to the Company's capacity under
ASX Listing Rule 7.1, and did not breach the ASX Listing Rules.
Resolution 6 seeks Shareholder ratification pursuant to ASX
Listing Rule 7.4 for the issue of those Options.
ASX Listing Rules 7.1 and 7.4 are summarised in Section 5.1
above.
By ratifying this issue, the Company will retain the flexibility
to issue equity securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
7.2 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to the ratification
the subject of Resolution 6:
(a) 22,000,000 Options were issued;
(b) the Options were issued for nil cash consideration;
(c) the Unlisted Options exercisable at $0.05 each on or before
27 October 2021 and were issued on the terms set out in Schedule 3.
A full copy of the terms of these Options can be requested from the
Company;
(d) the Options were issued to the Company's US placement agent
Maxim Group LLC for capital raising services provided in relation
to the Placement the subject of Resolution 4, none of whom were
related parties of the Company; and
(e) no funds were raised from this issue of the Options as they
were issued to the Company's US placement agent Maxim Group LLC for
capital raising services provided.
8. ResolutionS 7 - 10 - issue of OPTIONS TO DIRECTORS UNDER SCHEME
8.1 General
The Company intends, subject to obtaining Shareholder approval
to issue a total of 35,000,000 Options to Messrs Michael Evans,
David Wall, Stephen Staley and Brent Villemarette (the Related
Parties) under the Incentive Option Scheme (Scheme) approved by
Shareholders at the Annual General Meeting held 12 February 2015,
in the proportions and on the terms and conditions set out below
(Related Party Options).
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.
In addition, ASX Listing Rule 10.14 also requires shareholder
approval to be obtained where an entity issues, or agrees to issue,
securities under an employee incentive scheme to a director of the
entity, an associate of the director, or a person whose
relationship with the entity, director or associate of the director
is, in ASX's opinion, such that approval should be obtained.
The issue of the Related Party Options to each of the Related
Parties requires the Company to obtain Shareholder approval
because:
(a) the issue of Options constitutes the giving of a financial benefit; and
(b) as Directors, Messrs Michael Evans, David Wall, Stephen
Staley and Brent Villemarette are related parties of the
Company.
Because it is proposed that Related Party Options be issued to
all Directors, the Directors have been unable to form quorum to
consider whether one of the exceptions set out in sections 210 to
216 of the Corporations Act applies to the issue. Accordingly,
Shareholder approval is sought for the issue of Related Party
Options to the Directors.
8.2 Technical information required by Chapter 2E of the
Corporations Act and ASX Listing Rule 10.14
Pursuant to and in accordance with the requirements of sections
219 of the Corporations Act and ASX Listing Rule 10.15, the
following information is provided in relation to the proposed issue
of Related Party Options to the Related Parties:
(a) the Related Parties are Messrs Michael Evans, David Wall,
Stephen Staley and Brent Villemarette and they are Related Parties
by virtue of being Directors;
(b) the maximum number of Related Party Options (being the
nature of the financial benefit being provided) to be granted to
the Related Parties (or their nominee) is:
(i) 5,000,000 Related Party Options to Michael Evans;
(ii) 20,000,000 Related Party Options to David Wall;
(iii) 5,000,000 Related Party Options to Stephen Staley; and
(iv) 5,000,000 Related Party Options to Brent Villemarette;
(c) the Related Party Options will be granted to the Related
Parties no later than 12 months after the date of the Meeting (or
such later date as permitted by any ASX waiver or modification of
the ASX Listing Rules) and it is anticipated the Related Party
Options will be issued on one date;
(d) the Related Party Options will be granted for nil cash
consideration, accordingly no funds will be raised;
(e) the Company has previously issued the following Options under the Scheme:
(i) 16,000,000 Options to Michael Evans;
(ii) 65,000,000 Options to David Wall;
(iii) 12,000,000 Options to Stephen Staley; and
(iv) 12,000,000 Options to Brent Villemarette;
(f) the terms and conditions of the Related Party Options are
set out in Part A of Schedule 2;
(g) the value of the Related Party Options and the pricing
methodology is set out in Part B of Schedule 2;
(h) the relevant interests of the Related Parties in the
Securities of the Company are set out below:
Director Shares Options
----------------------- ----------- --------------
Mr Michael Evans 8,416,667 19,125,000(1)
----------------------- ----------- --------------
Mr David Wall 11,666,666 67,125,000(2)
----------------------- ----------- --------------
Mr Stephen Staley 5,816,667 14,825,000(3)
----------------------- ----------- --------------
Mr Brent Villemarette 1,221,222 12,000,000(4)
----------------------- ----------- --------------
Notes:
1. Comprises 2,125,000 Listed Options exercisable at $0.02 on or
before 2 March 2018; 8,000,000 Unlisted Options exercisable at
$0.015 on or before 18 February 2018; 8,000,000 Unlisted Options
exercisable at $0.021 on or before 1 November 2018. 1,000,000
Unlisted Options exercisable at $0.42 on or before 12 June 2017
(subject to vesting conditions.
2. Comprises 2,125,000 Listed Options exercisable at $0.02 on or
before 2 March 2018; 25,000,000 Unlisted Options exercisable at
$0.015 on or before 18 February 2018; 40,000,000 Unlisted Options
exercisable at $0.021 on or before 1 November 2018.
3. Comprises 825,000 Listed Options exercisable at $0.02 on or
before 2 March 2018; 6,000,000 Unlisted Options exercisable at
$0.015 on or before 18 February 2018; 6,000,000 Unlisted Options
exercisable at $0.021 on or before 1 November 2018. 2,000,000
Unlisted Options exercisable at $0.28 on or before 12 June 2017
(subject to vesting conditions)
4. Comprises 6,000,000 Unlisted Options exercisable at $0.015 on
or before 18 February 2018; 6,000,000 Unlisted Options exercisable
at $0.021 on or before 1 November 2018.
(i) the remuneration and emoluments from the Company to the
Related Parties for the previous financial year and the proposed
remuneration and emoluments for the current financial year are set
out below:
Related Party Current Previous
Financial Year Financial Year
(up to 17 January (up to 31 December
2017) 2015)
-------------------- ------------------- --------------------
Michael Evans $123,333 $86,250
-------------------- ------------------- --------------------
David Wall $566,667 $286,250
-------------------- ------------------- --------------------
Stephen Staley $116,385(1) $151,642(3)
-------------------- ------------------- --------------------
Brent Villemarette $171,588(2) $209,670 (4)
-------------------- ------------------- --------------------
Notes:
1. Mr Staley also received consulting fees of GBP66,163 (being
$106,588 using an exchange rate of $1.61099 for every GBP1) which
were paid to Derwent Resources Limited (an entity Mr Staley
controls).
2. Mr Villemarette also received consulting fees of $51,385
which were paid to Villemarette Nominees Pty Ltd as trustee for the
Villemarette Family Trust (an entity Mr Villemarette controls and a
trust in which Mr Villemarette has an interest).
3. For the 2015 financial year, Mr Staley also received
consulting fees of GBP64,034(being $129,841 using an exchange rate
of $2.02768 for every GBP1) which were paid to Derwent Resources
Limited (an entity Mr Staley controls).
4. For the 2015 financial year, Mr Villemarette also received
consulting fees of $95,808 which were paid to Villemarette Nominees
Pty Ltd as trustee for the Villemarette Family Trust (an entity Mr
Villemarette controls and a trust in which Mr Villemarette has an
interest).
(j) if the Related Party Options granted to the Related Parties
are exercised, a total of 35,000,000 Shares would be issued. This
will increase the number of Shares on issue from 4,169,180,418
(being the total number of Shares on issue as at the date of this
Notice and assuming no Options are exercised up till the date of
the Meeting) to 4,204,180,418 with the effect that the shareholding
of existing Shareholders would be diluted by an aggregate of 0.83%,
comprising 0.47% by David Wall, 0.12% by Michael Evans, 0.12% by
Stephen Staley and 0.12% by Brent Villemarette.
The market price for Shares during the term of the Related Party
Options would normally determine whether or not the Related Party
Options are exercised. If, at any time any of the Related Party
Options are exercised and the Shares are trading on ASX at a price
that is higher than the exercise price of the Related Party
Options, there may be a perceived cost to the Company.
(k) the trading history of the Shares on ASX in the 12 months
before the date of this Notice is set out below:
Price Date
-------- ---------- --------------
Highest 8.2 cents 11 March 2016
-------- ---------- --------------
Lowest 0.6 cents 21-29 January
2016
5-8 February
2016
-------- ---------- --------------
Last 4.1 cents 19 January
2017
-------- ---------- --------------
(l) the Board acknowledges the grant of Related Party Options to
each Non-Executive Director is contrary to Recommendation 8.2 of
The Corporate Governance Principles and Recommendations with 2014
Amendments (3(rd) Edition) as published by The ASX Corporate
Governance Council. However, the Board considers the grant of
Related Party Options to each Non Executive Director reasonable in
the circumstances for the following reasons:
(i) the grant of Related Party Options to the Related Parties
will align the interests of the Related Parties with those of
Shareholders;
(ii) the grant of the Related Party Options is a reasonable and
appropriate method to provide cost effective remuneration as the
non-cash form of this benefit 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
Directors; and
(iii) it is not considered that there are any significant
opportunity costs to the Company or benefits foregone by the
Company in granting the Related Party Options upon the terms
proposed;
(m) the primary purpose of the grant of the Related Party
Options to the Related Parties is to provide a performance linked
incentive component in the remuneration package for the Related
Parties to motivate and reward the performance of the Related
Parties in their respective roles as Directors;
(n) each of the Directors declines to make a recommendation to
Shareholders in relation to the Resolution relating to the issue of
Related Party Options to himself (or his nominee) due to his
material personal interest in the outcome of the Resolution on the
basis that he is to be granted Related Party Options in the Company
should the Resolution be passed. However, in respect of the
Resolutions dealing with the issue of the Related Party Options to
each of the other Directors, each of the Directors recommends that
Shareholders vote in favour of those Resolutions for the reasons
set out in paragraph 8.2(l);
(o) in forming their recommendations, each Director considered
the experience of each other Director, the current market price of
Shares, the current market practices when determining the number of
Related Party Options to be granted as well as the exercise price
and expiry date of those Related Party Options; and
(p) the Board is not aware of any other information that would
be reasonably required by Shareholders to allow them to make a
decision whether it is in the best interests of the Company to pass
Resolutions 7 to 10.
Approval pursuant to ASX Listing Rule 7.1 is not required in
order to issue the Related Party Options to the Related Parties as
approval is being obtained under ASX Listing Rule 10.14.
Accordingly, the issue of Related Party Options to the Related
Parties will not be included in the 15% calculation of the
Company's annual placement capacity pursuant to ASX Listing Rule
7.1.
GLOSSARY
$ means Australian dollars.
10% Placement Capacity has the meaning given in section 4.1 of
the Explanatory Statement.
Annual General Meeting or Meeting means the meeting convened by
the Notice.
ASIC means the Australian Securities & Investments
Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market
operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's
Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any
other day that ASX declares is not a business day.
CHESS means Clearing House Electronic Subregister System.
CHESS Rules means the ASX Settlement Operating Rules and the
provisions of the Corporations Act and ASX Listing Rules concerning
the electronic share registration and transfer system as and to the
extent that they apply to the Company.
Closely Related Party of a member of the Key Management
Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the member,
in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001
(Cth) for the purposes of the definition of 'closely related party'
in the Corporations Act.
Chair means the chair of the Meeting.
Company or 88E means 88 Energy Limited (ACN 072 964 179).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
DI means a depository interest representing a Share listed (or
to be listed) on the AIM Market of the London Stock Exchange.
DI Holder means a holder of a DI.
Directors means the current directors of the Company.
Eligible Entity means an entity that, at the date of the
relevant general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
Eligible Market means the ASX, the New York Stock Exchange Inc.,
the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market, the OTCQB or the OTCQX.
Equity Securities includes a Share, a right to a Share or
Option, an Option, a convertible security and any security that ASX
decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement
accompanying the Notice.
GMT means Greenwich Mean Time, being the time in London, United
Kingdom.
Icewine Project means the onshore oil and gas project known as
Project Icewine located in North America.
Key Management Personnel has the same meaning as in the
accounting standards issued by the Australian Accounting Standards
Board and means those persons having authority and responsibility
for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the
consolidated entity, directly or indirectly, including any director
(whether executive or otherwise) of the Company, or if the Company
is part of a consolidated entity, of an entity within the
consolidated group.
Notice or Notice of Meeting means this notice of meeting
including the Explanatory Statement, the Proxy Form and the Form of
Instruction.
Option means any right, warrant or option to subscribe for or
acquire a Share.
Optionholder means a holder of an Option.
Ordinary Securities has the meaning set out in the ASX Listing
Rules.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the
Director's report section of the Company's annual financial report
for the year ended 31 December 2015.
Resolutions means the resolutions set out in the Notice or any
one of them as the context requires.
Section means a section of the Explanatory Statement.
Securities means a Share or an Option or both as the context
requires.
Securityholder means a holder of a Security.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a registered holder of a Share.
Variable A means "A" as set out in the calculation in section
4.2 of the Explanatory Statement.
WST means Western Standard Time as observed in Perth, Western
Australia.
Schedule 1 - issues of equity securities since 9 MARCH 2016
Date(1) Quantity Class Issued to Issue Form of
(3, or basis of price consideration
4,5, issue and discount
6,) to Market
Price
(if applicable)(2)
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Funds of
$1,914 were
raised for
support
Issue of the Company's
Price drilling
of $0.016. and exploration
Appendix Issued upon Closing activities
3B: 10 exercise of price at Project
March options (exercisable on date Icewine.
2016 Issue at $0.016 of issue $1,914 of
date: on or before $0.067. this amount
10 March 31 August Discount has been
2016 119,618 3 2018) of 319%. spent.
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Appendix 1. 1,416,666 3 Issued upon 1. Issue Funds of
3B: 11 exercise of price $22,167
March options: 1. of $0.01 were raised
2016 Issue (exercisable (discount for support
date: at $0.01 on of 640%) of the Company's
11 March or before drilling
2016 22 October and exploration
2017) 2. (exercisable activities
at $0.016 at Project
on or before Icewine.
31 August $22,167
2018) of this
amount has
been spent.
2. 500,000 2. Issue
price
of $0.016
(discount
of 362%)
Closing
price
on date
of issue
$0.074.
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Funds of
$45,000
were raised
for support
Issue of the Company's
Price drilling
of $0.015. and exploration
Appendix Closing activities
3B: 17 Issued upon price at Project
March exercise of on date Icewine.
2016 Issue options (exercisable of issue $45,000
date: at $0.015 $0.076. of this
17 March on or 18 February Discount amount has
2016 3,000,000 3 2018) of 407%. been spent.
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Funds of
$4,000 were
raised for
support
Issue of the Company's
Price drilling
of $0.02. and exploration
Appendix Closing activities
3B: 19 Issued upon price at Project
April exercise of on date Icewine.
2016 Issue options (exercisable of issue $4,000 of
date: at $0.02 on $0.039. this amount
19 April or 2 March Discount has been
2016 200,000 3 2018) of 48.71%. spent.
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Appendix 3. 476,709,698 3 1. Private 1. Issue 1. Funds
3B: 3 placement Price of $14,778,000
May 2016 to specified of $0.031 were raised
Issue wholesale, Closing for support
date: institutional price of the Company's
3 May and sophisticated on date drilling
2016 investors of issue and exploration
under the $0.039 activities
Company's Discount at Project
15% placement of 26%. Icewine.
capacity under 2. Issue $11,241,912
ASX Listing Price of this
Rule 7.1 2. of $0.043 amount has
Private placement Closing been spent
to specified price 2. Funds
wholesale, on date of $10,249,258
institutional of issue were raised
and sophisticated $0.039. for support
investors Premium of the Company's
under the of 10%. drilling
Company's and exploration
10% placement activities
capacity under at Project
Listing Rule Icewine.
7.1A $0 of this
amount has
been spent
2. 238,354,849
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Funds of
$819 were
raised for
Issue support
price of the Company's
of $0.016. drilling
Appendix Issued upon Closing and exploration
3B: 19 exercise of price activities
May 2016 options (exercisable on date at Project
Issue at $0.016 of issue Icewine.
date: on or before $0.037. $0 of this
19 May 31 August Discount amount has
2016 51,215 3 2018) of 131% been spent.
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Funds of
$16,000
were raised
Issue for support
price of the Company's
Appendix of $0.016. drilling
3B: 9 Issued upon Closing and exploration
September exercise of price activities
2016 Issue options (exercisable on date at Project
date: at $0.016 of issue Icewine.
9 on or before $0.046. $0 of this
September 31 August Discount amount has
2016 1,000,000 3 2018) of 142% been spent.
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Funds of
Private placement $11,000,000
to specified were raised
wholesale, Issue for support
institutional Price of the Company's
and sophisticated of $0.04 drilling
Appendix investors Closing and exploration
3B: 27 under the price activities
October Company's on date at Project
2016 Issue 15% placement of issue Icewine.
date: capacity under $0.04. $0 of this
27 October ASX Listing Discount amount has
2016 275,000,000 3 Rule 7.1 of nil been spent
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Issued to
Placement
participants
as part of
private placement
to specified
wholesale,
institutional Consideration:
and sophisticated Nil. Free
Appendix investors attaching
3B: 27 under the Nil. options
October Company's Closing issued to
2016 Issue 15% placement price placement
date: capacity under on date participants
27 October ASX Listing of issue as part
2016 137,500,000 4 Rule 7.1 $0.04. of placement.
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Consideration:
Appendix Issued to Nil. Issued
3B: 27 US placement Nil. to brokers
October agent Maxim Closing and advisors
2016 Issue Group LLC price for capital
date: for capital on date raising
27 October raising services of issue services
2016 22,000,000 5 provided. $0.04. provided.
------------ ----------------------------- ------ --------------------------- ------------------- -----------------
Notes:
1. This is the date the Appendix 3B was announced to ASX. The
date of issue may be different. Refer to Item 7 of the relevant
Appendix 3B for the specific date of issue.
2. Market Price means the closing price on ASX (excluding
special crossings, overnight sales and exchange traded option
exercises). For the purposes of this table the discount is
calculated on the Market Price on the trading day prior to the date
of issue of the relevant Equity Securities.
3. Fully paid ordinary shares in the capital of the Company (ASX
Code: 88E) (terms are set out in the Constitution).
4. Unquoted Options, exercisable at $0.055 each, on or before 27
October 2025. The full terms and conditions are set out in Schedule
3.
5. Unquoted Options, exercisable at $0.05 each, on or before 27
October 2025 each. The full terms and conditions are set out in
Schedule 3.
6. The cash balance of the Company on 9 March 2016 was
approximately $7,393,750. The aggregate amount raised from issues
of Equity Securities listed in Schedule 1 is $36,117,159. The cash
balance of the Company as at the date of this Notice is
approximately $24,802,166. The amount spent since 9 March 2016 to
the date of this Notice has been approximately $18,708,743. These
funds have been spent on the Company's exploration activities at
Project Icewine, including costs for preparation for the drilling
of the Icewine #2 exploration well, acquisition of additional
acreage, seismic and for working capital. The amount raised from
issues of Equity Securities listed in Schedule 1 that remains
unspent as at the date of this Notice is $24,802,166. It is
proposed that these funds will be used, together with the Company's
other cash reserves, for Phase II of the Company's exploration
program at Project Icewine, including costs associated with the
Icewine #2H appraisal well, and for working capital. This statement
as it relates to the future use of funds is a statement of current
intentions as at the date of this Notice. As with any budget,
intervening events and new circumstances have the potential to
affect the manner in which the funds are ultimately applied. The
Board reserves the right to alter the way the funds are applied on
this basis.
Schedule 2 - TERMS OF OPTIONS (RELATED PARTY OPTIONS)
PART A OF SCHEDULE 2 - TERMS OF RELATED PARTY OPTIONS
The Related Party Options will, if approved by Shareholders, be
granted to each Director on the terms set out below and will
otherwise be granted pursuant to the terms of the Scheme:
(a) Each Option entitles the holder to subscribe for and be
allotted one ordinary fully paid share in the capital of the
company.
(b) The Options are each exercisable at a price that is a 43%
premium to the VWAP of Shares as at the Date of Acquisition of the
Related Party Options and expire three years from the date of
issue.
(c) The Options will be unquoted.
(d) The Options are exercisable at any time on or prior to the
expiry date by notice in writing to the directors of the company
accompanied by payment of the exercise price.
(e) The Options are transferable.
(f) All shares issued upon exercise of the Options will rank
pari passu in all respects with the Company's then existing
ordinary fully paid shares. The Company will apply for Official
Quotation by the ASX of all shares issued upon exercise of the
Options.
(g) There are no participating rights or entitlements inherent
in the Options and holders will not be entitled to participate in
new issues of capital offered to shareholders during the currency
of the Options. However, if from time to time on or prior to the
expiry date the company makes an issue of new shares to the holders
of ordinary fully paid shares, the company will send a notice to
each holder of Options at least nine (9) Business Days before the
record date referable to that issue. This will give Optionholders
the opportunity to exercise their Options prior to the date for
determining entitlements to participate in any such issue.
(h) If there is a bonus issue to the holders of the underlying
securities, the number of securities over which the Options
exercisable may be increased by the number of securities which the
holder of the Option would have received if the Option had been
exercised before the record date for the bonus issue.
(i) This rule does not apply to Options issued pro rata on the
same terms as Options already on issue.
(j) There is no right to a change in the exercise price of the
Options or to the number of shares over which the Options are
exercisable in the event of a new issue of capital (other than a
bonus issue) during the currency of the Options.
(k) In the event of any reorganisation of the issued capital of
the company on or prior to the expiry date, the rights of an
Optionholder will be changed to the extent necessary to comply with
the applicable ASX Listing Rules in force at the time of the
reorganisation.
PART B OF SCHEDULE 2 - VALUATION OF OPTIONS
The Related Party Options to be issued to each Director pursuant
to Resolutions 7 to 10 have been independently valued. Using
Hoadley Trading & Investments Tools and based on the
assumptions set out below, the Related Party Options were ascribed
the values noted below.
Assumptions:
------------------------------- -------------
Valuation date 18 January
2017
------------------------------- -------------
Assumed grant date 18 January
2017
------------------------------- -------------
Market price of Shares(1) $0.042 cents
------------------------------- -------------
Exercise price(2) $0.061 cents
------------------------------- -------------
Expiry date (length of 3 years
time from issue)
------------------------------- -------------
Risk free interest rate(3) 1.95%
------------------------------- -------------
Expected future volatility
(discount)(4) 120%
------------------------------- -------------
Dividend yield(5) 0%
------------------------------- -------------
Indicative value per Related
Party Option $0.027
------------------------------- -------------
Total Value of Related
Party Options $945,000
------------------------------- -------------
David Wall (20,000,000
Options) $540,000
------------------------------- -------------
Michael Evans (5,000,000
Options) $135,000
------------------------------- -------------
Stephen Staley (5,000,000
Options) $135,000
------------------------------- -------------
Brent Villemarette (5,000,000
Options) $135,000
------------------------------- -------------
Notes:
1. Being the closing share price of the Company's Shares on 18
January 2017 (given the Relater Party Options are yet to be
granted).
2. The Options are exercisable to a price that is a 43% premium
to the volume weighted average price ('VWAP') of the shares of the
Company as at the grant date. The VWAP is calculated based on the
15 days prior to the assumed grant date.
3. Determined based on the yields of Commonwealth bonds using a
three-year bond, being the period which most closely correspond to
the maximum life of the Related Party Options. The bond rate is
taken as at the closing rate on the day prior to the valuation
date. As the Related Party Options are yet to be granted, a rate of
1.95% as reported on 18 January 2017 (as disclosed by the Reserve
Bank of Australia) has been used.
4. Taking into account the historical volatility of the Company's Shares.
5. Given there is no Company history of paying dividends and no
dividends are expected to be declared or paid over the life of the
Related Party Options.
6. The valuation noted above is not necessarily the market price
that the Related Party Options could be traded at and is not
automatically the market price for taxation purposes.
Schedule 3 - TERMS OF PLACEMENT & AGENT OPTIONS (rES 5 &
6)
(a) Entitlement
The respective entitlements for the options, the subject of
Resolutions 5 and 6 (Options) are as follows:
(i) Option 1 entitles the Optionholder to subscribe for
137,500,000 Shares (Resolution 5);
(ii) Option 2 entitles the Optionholder to subscribe for
22,000,000 Shares (Resolution 6); and
upon exercise of the Option (Option Shares) pursuant to a share
subscription agreement entered into between the respective
Optionholder and the Company (Share Subscription Agreement).
(b) Exercise Price
Subject to paragraphs Schedule 1(c) and (l), the amount payable
upon exercise of the Options will be $0.055 in respect of Option 1
and $0.05 in respect of Option 2 (Exercise Price).
(c) Adjustment of Exercise Price
If there is a pro rata issue (except a bonus issue) to the
holders of Shares within 12 months of the Issue Date, the Exercise
Price of the Option may be reduced in accordance with the formula
set out below (Adjustment):
O'=E [P - (S+D)]
N + 1
Where:
O' = the new exercise price of the Option.
O = the old Exercise Price of the Option.
E = the number of Shares into which one Option is exercisable.
(Note: E is one unless the number has changed because of a bonus
issue.)
P = the volume weighted average market price per security of the
Shares, calculated over the 5 trading days ending on the day before
the ex-rights date or ex-entitlements date.
S = the subscription price for a security under the pro rata
issue.
D = the dividend due but not yet paid on the existing Shares
(except those to be issued under the pro rata issue).
N = the number of securities with rights or entitlements that
must be held to receive a right to one new security.
If there is a bonus issue to the holders of Shares within 12
months of the Issue Date, the number of securities over which the
Option is exercisable may be increased by the number of securities
which the holder of the Option would have received if the Option
had been exercised before the record date for the bonus issue.
The Adjustment only applies if the aggregate amount raised by
the Company under the Share Subscription Agreement and all other
subscription agreements entered into contemporaneously with the
Share Subscription Agreement is equal to or in excess of
$8,000,000.
(d) Issue Date
The Options were issued on 27 October 2016 (Issue Date).
(e) Expiry Date
The Option will expire at 11:59 pm (Perth time) on that date
which is five (5) years from the Issue Date (Expiry Date). An
Option not exercised before the Expiry Date will automatically
lapse on the Expiry Date.
(f) Exercise Period
The Option is exercisable at any time on or prior to the Expiry
Date (Exercise Period).
(g) Notice of Exercise
Subject to paragraph Schedule 1(h), the Option may be exercised
during the Exercise Period by notice in writing to the Company in
the manner specified in the full terms and conditions of the Option
(Notice of Exercise) and payment of the Exercise Price for the
Option being exercised in cash or by electronic funds transfer of
immediately available funds or bank cheque which has been
cleared.
(h) Cashless Exercise
If the Shares become listed on an Eligible Market that is
located in the United States (Listing) and six (6) months after the
date of Listing a registration statement covering the resale of the
Option Shares is not available for the resale of such Option
Shares, the Optionholder may exercise the Option in whole or in
part, and in lieu of making the cash payment and receipt of the
Option Shares, and elect instead by notice given when the Exercise
Notice is given to receive a net number of Shares in accordance
with a formula set out in the full terms and conditions of the
Option (Cashless Exercise).
(i) Exercise Date
A Notice of Exercise is only effective on and from the first
trading day following the date of receipt of the Notice of Exercise
and the date of receipt of the payment of the Exercise Price for
the Option being exercised in cleared funds (Exercise Date) or in
the event of a Cashless Exercise, by notifying the Company that the
Option is being exercised pursuant to a Cashless Exercise.
(j) Timing of issue of Shares on exercise
On or before that date which is no later than the third trading
day following the Exercise Date, the Company shall, subject to the
Corporations Act and ASX Listing Rules:
(i) issue and allot the Option Shares to the Optionholder, in
accordance with the CHESS Rules to the Optionholder's custodian
nominated CHESS account; and
(ii) issue a cleansing notice that complies with section
708A(5)(e) of the Corporations Act in respect of such Option Shares
to the ASX Company announcements platform.
(k) Shares issued on exercise
Shares issued on exercise of the Option rank equally with the
then issued shares of the Company.
(l) Reconstruction of capital
If at any time the issued capital of the Company is re-organised
(including reconstruction, consolidation, subdivision, reduction or
return of capital), the Option will be re-organised as required by
the ASX Listing Rules, but in all other respects the terms of
exercise will remain unchanged.
(m) Participation in new issues
There are no participation rights or entitlements inherent in
the Option and Optionholders will not be entitled to participate in
new issues of capital offered to Shareholders during the currency
of the Option, except upon exercise of the Option.
(n) Change in exercise price
Other than as stated in paragraph (c) above, the Option does not
confer the right to a change in Exercise Price or a change in the
number of underlying securities over which the Option can be
exercised.
(o) Transferability
The Option is transferable subject to any restriction or escrow
arrangements imposed by ASX or under applicable securities
laws.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOATRMBTMBMMBPR
(END) Dow Jones Newswires
February 07, 2017 06:09 ET (11:09 GMT)
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