AURIUM RESOURCES LIMITED
ACN 123 821 929
NOTICE OF ANNUAL GENERAL MEETING
TIME:
10.00 am (WST)
DATE:
Wednesday, 25 November 2009
PLACE:
CWA House
1176 Hay Street
West Perth Western Australia 6005
THIS IS AN IMPORTANT DOCUMENT - If you are in any doubt as to how to act, you should
consult your financial or legal adviser as soon as possible.
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Aurium Resources Limited (the
Company) will be held at:
Venue:
CWA House
1176 Hay Street
West Perth Western Australia 6005
Date:
Wednesday, 25 November 2009
Time:
10.00 am (WST)
This Notice of Meeting (Notice) should be read in conjunction with the accompanying
Explanatory Memorandum.
Agenda
Adoption of Annual Financial Report
To receive the Annual Financial Report, including Directors' Declaration and accompanying
Reports of the Directors and Auditors for the Financial Year ending on 30 June 2009.
Ordinary Resolutions
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:
"To adopt the Remuneration Report as contained in the Annual Financial Report for
the year ended on 30 June 2009"
Short Explanation: The vote on this resolution is advisory only and does not bind the
Directors or the Company.
2.
Election of Mr Stephen Hooper as Director
To consider, and if thought fit, to pass with or without amendment, the following
resolution as an ordinary resolution:
"That, pursuant to clause 11.12 of the Constitution of the Company, Mr Stephen
Hooper who offers himself for re-election, having consented to act as a Director of the
Company and being eligible, is hereby re-elected as a Director of the Company."
Short Explanation: Clauses 11.11 and 11.12 of the Constitution provide that the
Directors may at any time appoint a person to be a Director, either to fill a casual
vacancy or as an addition to the existing Directors, and a Director so appointed holds
office until the next Annual General Meeting of the Company and is eligible for re-
election at that Meeting.
3.
Election of Mr Brenton Lewis as Director
To consider, and if thought fit, to pass with or without amendment, the following
resolution as an ordinary resolution:
"That, pursuant to clause 11.12 of the Constitution of the Company, Mr Brenton Lewis
who offers himself for re-election, having consented to act as a Director of the
Company and being eligible, is hereby re-elected as a Director of the Company."
Short Explanation: Clauses 11.11 and 11.12 of the Constitution provide that the
Directors may at any time appoint a person to be a Director, either to fill a casual
vacancy or as an addition to the existing Directors, and a Director so appointed holds
office until the next Annual General Meeting of the Company and is eligible for re-
election at that Meeting.
4.
Change of Auditors
To consider and, if thought fit, to pass with or without amendment, the following
resolution as an ordinary resolution:
"That RSM Bird Cameron Partners of 8 St George's Terrace Perth, Western Australia
6000, having been nominated for appointment as Aurium's auditor and having
consented in writing to so act, be appointed as auditor of Aurium with such
appointment to take effect from the later of the passing of this resolution and the time
at which the resignation of Grant Thornton (WA) Partnership as auditor take effect."
5.
Placement Issue of Securities
To consider and, if thought fit, to pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, this meeting
approves the offer and issue of up to 14,500,000 ordinary fully paid shares and
14,500,000 options on the terms and conditions set out in the Explanatory
Memorandum."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by
any person who may participate in the Share Placement issue or any of his
associates. 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.
General Business
To consider any other business that may be brought forward in accordance with the
Constitution of the Company or by law.
BY ORDER OF THE BOARD
GRAHAM D. ANDERSON
Company Secretary
23 October 2009
Voting entitlements
In accordance with the Corporations Act 2001, the Company has determined that the
shareholding of each person for the purpose of determining entitlements to attend and vote
at the meeting will be the entitlement of that person set out in the Company's share register
as at 10.00am (WST) on Monday, 23 November 2009. Accordingly, transactions registered
after that time will be disregarded in determining entitlements to attend and vote at the
meeting.
Voting in person
A shareholder who is an individual may attend and vote in person at the meeting. If you wish
to attend the meeting, please bring the attached proxy form to the meeting to assist in
registering your attendance and number of votes. Please arrive 15 minutes prior to the start
of the meeting to facilitate this registration process.
A shareholder that is a corporation may appoint an individual to act as its representative to
vote at the meeting in accordance with section 250D of the Corporations Act. The
appropriate Certificate of Appointment of Corporate Representative should be produced prior
to admission.
Voting by proxy
Shareholders should complete the proxy form if they do not wish to attend the meeting and
wish to appoint a proxy to attend and vote on their behalf. If you intend to attend the
meeting, you do not need to complete the proxy form. However, please bring the proxy form
with you to the meeting to assist with your registration.
You may still attend the meeting even if you have appointed a proxy. However, your proxy's
authority is suspended in relation to any resolutions on which you choose to vote personally.
Appointing a second proxy
You may appoint up to 2 persons to act as your proxy to attend and vote on your behalf. If
you wish to do this you must use a separate proxy form in respect of each proxy and indicate
the percentage of your voting rights or the number of shares that each proxy is appointed in
respect of each proxy form. You should photocopy the enclosed proxy form or request an
additional proxy form to be sent to you.
Directing your proxy how to vote
If you wish to direct your proxy how to vote on any or all of the resolutions, place a mark "X"
in the "For", "Against" or "Abstain" box. If you do not direct your proxy how to vote, your proxy
may vote as he, she or it sees fit. If you mark the abstain box, you are directing your proxy
not to vote on your behalf in respect of that resolution and your votes will not be included on
a show of hands or on a poll.
Signing instructions
Individuals
The individual, who is the shareholder, or his or her attorney,
must sign the form.
Joint holding
Each person who is a joint shareholder, or their attorneys, must
sign the form.
Companies
The company that is the shareholder must sign the form in
accordance with section 127 of the Corporations Act either by a
director jointly with either another director or a company
secretary, or where the company has a sole director who is
also the sole company secretary (or there is no company
secretary), by that director.
Power of
attorney
Any shareholder signing under a power of attorney must attach
a certified photocopy of the power of attorney document to this
form.
Lodging your proxy form
To be valid, your proxy form (and any power of attorney under which it is signed) must be
received at the address given below no later than 10.00am (WST) on Monday, 23
November 2009. Any proxy form received after that time will not be valid for the scheduled
meeting.
In person
35 Great Eastern Highway,
Rivervale WA 6103
By mail
35 Great Eastern Highway,
Rivervale WA 6103
By fax
(08) 9361 5900
Explanatory Statement
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the Annual General Meeting of Shareholders to be held on Wednesday, 25
November 2009 at 10.00am (WST).
The purpose of this Explanatory Memorandum is to provide Shareholders with all information
known to the Company which is material to a decision on how to vote on the resolutions in
the accompanying Notice of Annual General Meeting.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice
and is a brief explanation of the matters for which Shareholder approval is sought in each
Resolution.
Annual Financial Report
The first agenda item is to receive the Annual Financial Report of the Company for the period
ended on 30 June 2009, comprising the Financial Statements, Directors' Report, Directors'
Declaration and Independent Audit Report.
No resolution is required in respect of this agenda item. However, it provides Shareholders
with the opportunity to ask questions of the Company's Directors and Auditors in relation to
the Company's results for that financial year.
The Board is seeking approval of the following ordinary resolutions:
Resolution 1 Adoption of Remuneration Report
At a listed company's Annual General Meeting, a resolution that the Remuneration Report be
adopted must be put to the Shareholders.
The Remuneration Report of the Company for the financial year ended 2009 is set out in the
Directors' Report contained in the Company's Annual Report.
The Remuneration Report sets out the Company's remuneration arrangements for the
Executives and Non-Executive Directors and Executive Employees of the Company.
Shareholders should note that the vote on this resolution is advisory only and does not bind
the Company or the Directors.
Resolution 2 Re-Election of Mr Hooper
Clause 11.11 of the Company's Constitution states that the Directors may at any time
appoint a person to be a Director, either to fill a casual vacancy or as an addition to the
existing Directors.
Under clause 11.12 of the Constitution, Directors so appointed hold office until the conclusion
of the next Annual General Meeting of the Company and are eligible for re-election at that
Meeting.
Mr Stephen Hooper was appointed on 21 July 2009 as an addition to the existing Directors.
In accordance with Clause 11.12 of the Constitution, Mr Hooper offers himself for re-election
as a Director of the Company.
Mr Hooper holds a Diploma of Frontline Management and is a member of the Australian
Institute of Company Directors. Previously, Stephen worked with Automotive Holdings
Group Limited for 11 years where he gained extensive management experience and
finished as a Dealer Principal for one of their Automotive Dealerships in Perth. He then
joined Quest Minerals Limited as the Managing Director where he oversaw the change of
the company from a technology to a mining exploration company.
RECOMMENDATION:
The Directors being Terence Quinn, Edward Saunders and Brenton Lewis recommend that
shareholders vote IN FAVOUR of this resolution.
Resolution 3 Re-Election of Mr Lewis
Clause 11.11 of the Company's Constitution states that the Directors may at any time
appoint a person to be a Director, either to fill a casual vacancy or as an addition to the
existing Directors.
Under clause 11.12 of the Constitution, Directors so appointed hold office until the conclusion
of the next Annual General Meeting of the Company and are eligible for re-election at that
Meeting.
Mr Brenton Lewis was appointed on 8 July 2009 as an addition to the existing Directors. In
accordance with Clause 11.12 of the Constitution, Mr Lewis offers himself for re-election as a
Director of the Company.
Brenton Lewis,BBSc (Hons) MBSc is an Academic who has spent the past twenty years
in the tertiary education sector. He has held management positions including Head of
Department and Head of Post Graduate Studies. He has published, taught and
researched in areas including Ethics and Psychopathology. He has been a consultant to
various Health agencies including the Hong Kong Hospital Authority and the WA Health
Department. He has served on numerous Boards of Management including academic
and non government organizations.
RECOMMENDATION:
The Directors being Terence Quinn, Edward Saunders and Stephen Hooper recommend that
shareholders vote IN FAVOUR of this resolution.
Resolution 4 Change of Auditors
Grant Thornton (WA) Partnership, the Company's existing auditors, have resigned their
appointment as auditors of the Company effective from the date this Annual General
Meeting. Pursuant to section 329(5) of the Corporations Act, Grant Thornton (WA)
Partnership has applied for the Australian Securities and Investment Commission's consent
to resign as auditor with effect from the date of the Annual General Meeting.
The directors recently conducted a tender process for the Company's audit function, as part
of the cost reduction strategy across all aspects of the Company's operations. The Board
selected RSM Bird Cameron Partners as a result of the tender process. RSM Bird Cameron
Partners has consented to act as auditors to the Company if this Resolution 4 is passed.
Pursuant to section 328(1) of the Corporations Act, a Shareholder has nominated RSM Bird
Cameron Partners as auditor of the Company. A copy of this letter is set out in Annexure "A"
to this Explanatory Memorandum.
The change in auditor will be subject to the Australian Securities and Investments
Commission granting its consent for Grant Thornton (WA) Partnership to resign as the
auditors of the Company, which the Company expects to receive prior to the Annual General
Meeting.
Resolution 5 Placement Issue of Securities
General
On 21 October 2009 the Company issued a Placement Prospectus which was lodged with
the Australian Securities and Investment Commission and ASX Ltd. This Prospectus
contained an the offer by way of placement of up to 94,000,000 Shares, together with
94,000,000 New Options, at an issue price of $0.02 each, as well as 70,000,000 Partly Paid
Shares at an issue price of $0.0001 cents each.
Shareholders at the General Meeting held on 16 September 2009 approved the issue of a
total of 85,000,000 shares and 85,000,000 options of the securities to be issued under the
placement. The Directors announced to ASX Ltd on 22 September 2009 that the additional
14,500,000 shares and 14,500,000 options would be issued out of the available 15%
placement capacity. As these shares have not been issued at the date of this Notice of
Meeting, the Directors are seeking shareholder approval for this placement in order to
preserve its general 15% placement power.
Specific Information required by ASX Listing Rule 7.3
For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to
the issue of shares contemplated by resolution 5:
(i)
The maximum number of securities to be issued is 14,500,000 shares and
14,500,000 options.
(ii)
The shares and options will be issued no later than 3 months after the date of this
General Meeting, and allotment may be on a progressive basis over that period.
(iii)
The shares will each be issued at 2 cents each and each share will carry a free
attaching option.
(iv)
The shares will rank equally with the existing ordinary shares and will be quoted on
the ASX. The options will be issued on the terms and conditions as outlined in
"Annexure B".
(v)
It is intended that the allottees of the Placement Share Issue will comprise a small
number of sophisticated investors and/or fund managers and institutional investors.
Related parties of the Company will not participate in the placement.
(vi)
The funds raised will be used for general working capital.
Annexure "A"
22 October 2009
By post
Aurium Resources NL
35 Great Eastern Highway
Rivervale WA
Attention: Graham Anderson
Dear Sirs
NOMINATION OF AUDITOR
For the purposes of Section 328(1) of the Corporations Act (2001), Jalein Pty Ltd as
Trustee of the Elbaja Trust, hereby nominate RSM Bird Cameron Partners of 8 St
George's Terrace Perth, Western Australia 6000 for appointment as auditor of the
Company at the Annual General meeting of the Company at CWA House, 1176 Hay
Street, West Perth, Western Australia on Wednesday 25 November 2009, at
10.00am (WST).
Yours faithfully
Jalein Pty Ltd as Trustee of the Elbaja Trust
Leslie James Ingraham
SOLE DIRECTOR/SOLE SECRETARY
Annexure "B"
Terms and Conditions of Options
The terms and conditions of the Options are as follows:
(a)
Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid
share in the company.
(b)
The Options are exercisable at $0.035 each.
(c)
The Options will expire on 30 September 2012 (the "Expiry Date").
(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 freely 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 from time to time on or prior to the Expiry Date the company makes an issue of
shares to the holders of ordinary fully paid shares in the company by way of
capitalisation of profits or reserves (a bonus issue), then upon exercise of their
Options, Optionholders will be entitled to have issued to them (in addition to the
shares which would otherwise be issued to them upon such exercise) the number of
shares of the class which would have been issued to them under that bonus issue
(bonus shares) if on the record date for the bonus issue they had been registered as
the holder of the number of shares of which they would have been registered as
holder if, immediately prior to that date, they had duly exercised their Options and the
shares the subject of such exercise had been duly allotted and issued to them. The
bonus shares will be paid up by the company out of profits or reserves (as the case
may be) in the same manner as was applied in relation to the bonus issue and upon
issue will rank pari passu in all respects with the other shares allotted upon exercise
of the Options.
(i)
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.
(j)
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.
Aurium Resources Limited
ACN 123 821 929
35 Great Eastern Highway, Rivervale WA 6103
PROXY FORM
Shareholder Details
Name:
.................................................................................................................................................................................................................
Address: .................................................................................................................................................................................................................
Contact Telephone No:
.....................................................................................................................................................................................
Contact Email Address:
.....................................................................................................................................................................................
Contact Name (if different from above):
.........................................................................................................................................................
Appointment of Proxy
I/We being a shareholder/s of Aurium Resources Limited and entitled to attend and vote hereby appoint
The Chairman
of the meeting
(mark with an `X')
OR
Write here the name of the person you are
appointing if this person is someone other
than the Chairman of the Meeting.
or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on
my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual
General Meeting of Aurium Resources Limited to be held CWA House, 1176 Hay Street, West Perth WA 6005 on 25 November 2009 at 10:00am
WST and at any adjournment of that meeting.
Voting directions to your proxy please mark
to indicate your directions
Special Business
For
Against
Abstain*
Resolution 1
Adoption of Remuneration Report
Resolution 2
Re-election of Stephen Hooper
Resolution 3
Re-election of Brenton Lewis
Resolution 4
Change of auditors
Resolution 5
Placement Issue of Securities
OR
If you do NOT wish to direct your Proxy how to vote
*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and
your votes will not be counted in computing the required majority on a poll.
*Appointment of a second proxy (see instructions attached).
*If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form
PLEASE SIGN HERE
This section must be signed in accordance with the instructions attached to enable your directions to be
implemented
Individual or Shareholder 1
Shareholder 2
Shareholder 3
Sole Director and
Sole Company Secretary
Director
Director/Company Secretary
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