Ordinary Resolution 1: Ratification of Prior Issue of Placement Shares (Tranche 1) – LR 7.1
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 116,666,667 fully paid ordinary Placement Shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”
Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any persons who participated in the issue, or any persons who obtained a material benefit from the issue (except a benefit solely by reason of being a holder of ordinary securities in the Company or an associate of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.
resolution 2 was voted down
resolution 3 - 6 was passed
so the impact as I see it was only on resolution 2, but no big deal, as within resolution 1, it was voted and decided on by the all the voting shareholders on the day.. this is the entire resolution and the refresh was approved pretty solidly... i think only 33 mill voted against.. so plenty of capacity to get further capital
ORDINARY RESOLUTION 1:
Ratification of Prior Issue of Placement Shares (Tranche 1)
General
As announced on 10 October 2018, the Company is undertaking a capital raising through the placement of 333,333,334 fully paid ordinary Shares (Placement Shares) at $0.003 per share to raise $1,000,000 before costs (Placement). The issue of Placement Shares is to be completed in two tranches, with Tranche 1 having been issued pursuant to the Company’s discretionary placement capacity under ASX Listing Rules 7.1, and Tranche 2 being subject to shareholder approval under ASX Listing Rule 7.1.
On 17 October 2018, the Company issued 116,666,667 Tranche 1 Placement Shares under its Listing Rule 7.1 capacity.
This Resolution seeks Shareholder approval to ratify the issuance of Placement Shares set out above.
Completion of the Placement is subject to the passing of Resolution 2, to issue 216,666,667 Tranche 2
Placement Shares.
The Placement Shares were issued and will be issued pursuant to section 708 of the Corporations Act 2001 (Cth), to sophisticated and professional investors and clients of Patersons Securities Limited (Subscribers).
Regulatory requirements
ASX Listing Rule 7.1 provides that the Company must not issue or agree to issue, subject to specified exceptions, during any 12-month period any equity securities which, when aggregated with the number of other securities issued within that 12-month period, exceeds 15% of the number of ordinary shares on issue at the beginning of that 12-month period, unless the issue falls within one of the nominated exceptions, or the prior approval of members of the Company at a general meeting is obtained.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a 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.
While the Placement Shares described in this Resolution have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those securities for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be refreshed and it will have the flexibility to issue further securities should the need or opportunity arise.
XST Price at posting:
0.4¢ Sentiment: Buy Disclosure: Held
(20min delay)
