Microsoft Word - SUM Notice of Meeting - FINAL (PRINT).docx
SUMATRA COPPER & GOLD PLC
REGISTERED NUMBER 5777015 (UNITED KINGDOM) ABN 14 136 694 267 (AUSTRALIA)
NOTICE OF GENERAL MEETING
TIME: 10.30am (WST)
DATE: Monday, 11 January 2016
PLACE: The offices of Sumatra Copper & Gold plc Level 1, 5 Ord Street
West Perth, Western Australia
This Notice of General Meeting should be read in its entirety.
If Shareholders or CDI Holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
SUMATRA COPPER & GOLD plc NOTICE OF GENERAL MEETING
This Notice of General Meeting and accompanying Explanatory Statement and Proxy Form or CDI Voting Instruction Form (as applicable) should be read in their entirety. If Shareholders or CDI Holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.
BUS I NE S S O F T HE M E E T IN G
RESOLUTION 1 - RATIFICATION OF ISSUE OF TRANCHE 1 CONVERTIBLE NOTES TO PROVIDENT (OR NOMINEE)
To consider and, if thought fit, to pass the following resolution, with or without amendment, as an
ordinary resolution:
"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 2,000,000 Convertible Notes to Provident Minerals Pte Ltd (or nominee), for the purpose and on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution 1 by any person that participated in the issue of the Convertible Notes the subject of Resolution 1 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 the CDI Voting Instruction 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 or the CDI Voting Instruction Form to vote as the proxy decides.
RESOLUTION 2 - APPROVAL FOR ISSUE OF TRANCHE 2 CONVERTIBLE NOTES TO PROVIDENT (OR NOMINEE)
To consider and, if thought fit, to pass the following resolution, with or without amendment, as an
ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 3,000,000 Convertible Notes to Provident Minerals Pte Ltd (or nominee), for the purpose and on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution 2 by any person who may participate in the proposed issue 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 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 the CDI Voting Instruction 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 or the CDI Voting Instruction Form to vote as the proxy decides.
RESOLUTION 3 - RATIFICATION OF ISSUE OF PLACEMENT SECURITIES
To consider and, if thought fit, to pass the following resolution, with or without amendment, as an
ordinary resolution:
"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 34,148,342 CDIs and 17,074,171 Placement Warrants to various parties, for the purpose and on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution 3 by any person that 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 the CDI Voting Instruction 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 or the CDI Voting Instruction Form to vote as the proxy decides.
RESOLUTION 4 - RATIFICATION OF ISSUE OF TRANCHE 2 WARRANTS
To consider and, if thought fit, to pass the following resolution, with or without amendment, as an
ordinary resolution:
"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 27,844,150 Tranche 2 Warrants to Nomura Special Investments Singapore Pte Ltd, for the purpose and on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution 4 by any person that 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 the CDI Voting Instruction 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 or the CDI Voting Instruction Form to vote as the proxy decides.
RESOLUTION 5 - RATIFICATION OF ISSUE OF CDIS
To consider and, if thought fit, to pass the following resolution, with or without amendment, as an
ordinary resolution:
"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 2,022,890 CDIs to Juniper Capital Partners Limited, for the purpose and on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution 5 by any person that 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 the CDI Voting Instruction 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 or the CDI Voting Instruction Form to vote as the proxy decides.
By order of the Board
Susan Hunter
Joint Company Secretary Date: 22 December 2015