Microsoft Word - Draft ASX release_AGM Notice and Annual Report - 23102015
ASX ANNOUNCEMENT 23 October 2015
NOTICE OF AGM AND ANNUAL REPORT
Marmota Energy Limited (ASX:MEU) advises that it has today despatched to all shareholders the Notice of Meeting for the 2015 Annual General Meeting of Marmota and associated Proxy Form. Attached is a copy of that Notice of Meeting for the 2015 Annual General Meeting of Marmota and a sample Proxy Form. Also attached is the 2015 Annual Report of Marmota:
For further information, please contact:
Marmota Energy Limited
David Williams Managing Director Email: [email protected]
Level 30, Westpac House 91 King William Street Adelaide SA 5000
ABN: 38 119 270 816
T: (61 8) 7088 4883
F: (61 8) 7088 4884
www.marmotaenergy.com.au
About Marmota Energy Limited
Marmota Energy Limited (ASX: MEU) is a South Australian mining exploration company, focused on gold, copper and uranium. Gold exploration is centered on the Company's dominant tenement holding in the highly prospective and significantly underexplored Gawler Craton, near the Challenger gold mine, in the Woomera Prohibited Defence Area. The Company's cornerstone copper project is based at the Melton project on the Yorke Peninsula. The Company's largest uranium project (JORC Inferred Resource of *5.4Mlbs @ 557ppm U3O8 - see ASX Release of 18 July 2012)) is at Junction Dam adjacent to the Honeymoon mine. For more information, please visit: www.marmotaenergy.com.au
Notice of Annual General Meeting 2015
Notice is hereby given that:
The Annual General Meeting (Meeting) of Marmota Energy Limited (Company) will be held at: VENUE: Level 29
Westpac House
91 King William Street Adelaide, South Australia 5000
Time: Thursday, 26 November 2015 at 3.00pm (Adelaide time)
ORDINARY BUSINESS
Financial Report
To receive and consider the financial report and reports of the Directors and Auditor for the year ended 30 June 2015.
The Annual Financial Report is available at the website of the Company (www.marmotaenergy.com.au), under: Investors Corporate Reports Annual Reports
Resolution 1 Adoption of Remuneration Report
To consider and, if thought fit, to pass as an ordinary resolution:
'That the Remuneration Report for the financial year ended 30 June 2015 be adopted.'
Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.
Note: Key management personnel whose remuneration details are contained in the remuneration report (and their closely related parties) are restricted from voting on this resolution under section 250R(4) of the Corporations Act.
RECOMMENDATION: The Board recommends voting FOR this Resolution.
Resolution 2 Re-election of Dr C Rose as a Director
To consider and, if thought fit, to pass as an ordinary resolution:
' That Dr C Rose, being a Director of the Company who retires in accordance the Company's constitution, and being eligible, is re-elected as a Director of the Company.'
RECOMMENDATION: The Board recommends voting FOR this Resolution.
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Resolution 3 Election of Mr P Thompson as a Director
To consider and, if thought fit, to pass as an ordinary resolution:
' That Mr P. Thompson, being a Director of the Company who retires in accordance the Company's constitution, and being eligible, is elected as a Director of the Company.'
RECOMMENDATION: The Board recommends voting FOR this Resolution.
OTHER BUSINESS
Resolution 4 Approval of issue of shares to Mr P Thompson
To consider and, if thought fit, to pass as an ordinary resolution:
' That approval be given for the purpose of ASX Listing Rule 10.11 and for all other purposes, for the issue of 1,700,000 Shares (in lieu of 50% of his Director's fees) to Mr Peter Thompson, who is a Director of the Company, or his nominee on the terms set out in the Explanatory Memorandum accompanying this Notice.'
RECOMMENDATION: The Board recommends voting FOR this Resolution.
Resolution 5 Approval of future issue of shares
To consider and, if thought fit, to pass as an ordinary resolution:
' That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approve the issue of up to 50,000,000 Shares for a price to be determined by the Directors but which is not less than the minimum price permitted by the market price formula in ASX Listing Rule 7.3.3 (Minimum Price) to the persons named, and otherwise on the terms and conditions set out in the Explanatory Memorandum.'
Note: Pre-approval provides the company with flexibility, including the flexibility to pursue market opportunities as they arise. It does not mean that the approval will necessarily be used. The Company last sought (and obtained approval) for such capacity at the General Meeting on 1 May 2015 --- none of that capacity was used and that has now expired. For more detail, see notes on Resolution 5 in the Explanatory Memorandum.
RECOMMENDATION: The Board recommends voting FOR this Resolution.
CONTINGENT BUSINESS
As a result of the First Strike against the Remuneration Report at the 2014 AGM, if at least 25% of the votes cast on Resolution 1 at this Meeting are voted against the adoption of the Remuneration Report, the Chairman will put Resolution 6 to the Meeting.
Resolution 6 Board Spill Meeting
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution:
' That, in accordance with section 250V(1) of the Corporations Act and for all other purposes, approval is given for:
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the Company to hold another meeting of Shareholders within 90 days of the date of this Meeting (Spill Meeting);
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all Vacating Directors to cease to hold office immediately before the end of the Spill Meeting; and
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resolutions to appoint persons to offices that will be vacated pursuant to (b) to be put to vote at the Spill Meeting.'
Note: If less than 25% of the votes cast on Resolution 1 are voted against the adoption of the Remuneration Report, the Chair will withdraw this Resolution 6.
RECOMMENDATION: The Board recommends voting AGAINST this Resolution.
To transact any further business that may be lawfully brought forward. Further information regarding the business to be transacted at the Meeting is set out in the
Explanatory Memorandum accompanying the Notice convening this Meeting. This Notice should be read in conjunction with the accompanying Explanatory Memorandum which forms part of this Notice.
By order of the Board
David Williams Company Secretary
Date: 23 October 2015
VOTING INFORMATION AND NOTES
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Voting entitlement on a poll
On a poll, each Shareholder present (in person, by proxy, attorney or representative) has one vote for each fully paid Share they hold.
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Proxies
A Shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on the Shareholder's behalf. If the Shareholder is entitled to cast two or more votes at the meeting, the Shareholder may appoint up to two proxies to attend and vote on the Shareholder's behalf.
If a Shareholder appoints two proxies, each proxy must be appointed to represent a specified proportion or number of the Shareholder's votes. Absent this specification, on a poll, each proxy may exercise half the votes.
A proxy can be either an individual or a body corporate and need not be a Shareholder of the Company. If a Shareholder appoints a body corporate as proxy, the body corporate will need to appoint an individual as its corporate representative and provide satisfactory evidence of this appointment.
If a Shareholder's instruction is to abstain from voting for a particular item of business, the Shareholders' votes will not be counted in computing the required majority on a poll.
To appoint a proxy, a proxy form must be signed by the Shareholder or the Shareholder's attorney duly authorised in writing. If the Shareholder is a corporation, the proxy form must be signed in accordance with section 127 of the Corporations Act. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the commencement of the meeting. Proxy form and authorities may be lodged:
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by post to Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or
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by facsimile to Link Market Services on (within Australia) (02) 9287 0309 (outside Australia) +61 9287 0309; or
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by hand to Link Market Services at 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000; or
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online at www.linkmarketservices.com.au
Shareholders who forward their proxy forms by fax must make available the original executed form of the proxy for production at the meeting, if called upon to do so.
Chairman acting as proxy
Shareholders may appoint the Chairman as their proxy.
Where the Chairman is appointed as a proxy by a Shareholder entitled to cast a vote on a particular Resolution and the proxy form specifies how the Chairman is to vote on the Resolution (that is, a directed proxy), the Chairman must vote in accordance with that direction.
In respect of proxies where no voting direction has been given (undirected proxies), the Chairman intends to vote all available proxies in favour of each of Resolutions 1 to 5 (both inclusive) and against Resolution 6.
In relation to Resolutions 1, 4 and 6, if the Shareholder has appointed the Chairman as their proxy and no voting direction has been given, the Shareholder will be expressly authorising the Chairman to exercise the undirected proxy in respect of Resolutions 1, 4 and 6 even though the resolution is connected with the remuneration of members of the KMP of the Company. Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairman of the meeting as your proxy.
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Voting Exclusion Statement
In accordance with the Corporations Act and the ASX Listing Rules, the Company will disregard any votes cast:
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in respect of Resolutions 1 and 6, by a member of the Key Management Personnel of the Company whose remuneration details are contained in the remuneration report and any Closely Related Party of such a member;
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in respect of Resolutions 4, by Mr Peter Thompson and any of his associates or as a proxy by a person who is a member of the KMP or their Closely Related Parties; and
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in respect of Resolution 5, by or on behalf of any person who may participate in any issue of Shares under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity as the holder of Shares, if the resolution is passed and any associate of any such persons.
However, the Company need not disregard a vote in relation to any resolution if:
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it is cast by a person referred to above who is otherwise excluded from voting on that resolution as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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it is cast by the Chair of 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.
The Company will also apply the above voting restrictions in relation to persons appointed to vote on behalf of a shareholder under a power of attorney.
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Entitlement to vote at the meeting
For the purpose of the meeting, Shares in the Company will be taken to be held by those persons who are registered holders at 7.00 pm (Sydney time) on Tuesday, 24 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
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Quorum
The Constitution of the Company provides that 10 Shareholders present in person, by proxy, attorney or body corporate representative shall be a quorum for a general meeting of the Company.
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Appointing a corporate representative
Corporate representatives are requested to bring appropriate evidence of appointments as a representative. Proof of identity will be required for corporate representatives.
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Appointment of an attorney
Attorneys are requested to bring a power of attorney pursuant to which they are appointed. Proof of identity will also be required for attorneys.
EXPLANATORY MEMORANDUM
ACCOMPANYING THE NOTICE OF AGM TO BE HELD ON 26 NOVEMBER 2015
Financial Report
The Financial Report and the reports of the Directors and Auditor will be laid before the meeting in accordance with section 317 of the Corporations Act.
Shareholders will be given an opportunity to ask questions or make comments about the management of the Company and may also ask a representative of the Company's Auditor questions relevant to the conduct of the audit and the accounting policies adopted by the Company.
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Adoption of Remuneration Report
The Company has included in the 2015 Annual Report a detailed Remuneration Report which provides prescribed information relating to remuneration.
As required by the Corporations Act, the Remuneration Report is submitted for adoption by a non- binding vote.
The Remuneration Report is set out on pages 30 to 36 of the 2015 Annual Report and is available from the Company's website www.marmotaenergy.com.au.
A reasonable opportunity for discussion of the Remuneration Report will be provided at the meeting.
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.
At the Company's previous annual general meeting (2014 AGM), the votes cast against the Remuneration Report considered at the 2014 AGM were more than 25%. Accordingly, the Spill Resolution will be relevant for this Annual General Meeting if at least 25% of the votes cast on the Remuneration Report resolution (Resolution 1) are voted against the adoption of the Remuneration Report. Refer to Resolution 6 for further information.
Shareholders appointing a proxy for this Resolution should note the following:
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If you appoint a member of the Key Management Personnel as your proxy (other than the Chairman) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy you must direct the proxy how they are to vote on this Resolution. 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.
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If you appoint the Chairman as your proxy (where he 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) you do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chairman how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chairman to exercise his discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.
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If you appoint any other person as your proxy you do not need to direct your proxy how to vote, and you do not need to tick any further acknowledgement on the proxy form.
RECOMMENDATION: The Board recommends shareholders vote in favour of adopting the Remuneration Report.
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Re-election of Dr C Rose as a Director
Dr Rose was elected as a Director at the General Meeting of the Company held on 1 May 2015 and retires under the compulsory retirement provisions of clause 47.1.1 of the Company's constitution and, being eligible, has offered himself for re-election as a Director.
Dr Colin Rose PhD (Economics)
Dr Rose has been Non-Executive Chairman of Marmota Energy since 1 May 2015. Dr Colin Rose holds a PhD in Economics from the University of Sydney. He is a long-term fundamentals investor in the mining and exploration sector, with particular exposure to gold and copper. He has extensive business experience as the founder and director of a technology company whose software is used in over 55 countries. He has been invited to speak to the Reserve Bank of Australia, the Bank of England, the National Bureau of Economic Research (USA), and the London School of Economics (Financial Markets Group).
RECOMMENDATION: The Board (other than the director who is the subject of this resolution) recommends that shareholders vote in favour of Dr Rose's re-election.
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Election of Mr P Thompson as a Director
Mr Thompson was appointed as a Director on 26 May 2015 by the Directors in accordance with the Company's Constitution and retires under the compulsory retirement provisions of clause 47.1.1 of the Company's Constitution and, being eligible, has offered himself for election as a Director.
Mr Peter Thompson BSc Hons (Geology), MSc (Mineral Exploration and Mining Geology)
Mr Thompson has been a Board member since 26 May 2015. He is a Geologist with significant industry experience in both Exploration and Mining roles. Educated at Trinity College Dublin (BSc Hons - Geology) and Leicester University (MSc - Mineral Exploration and Mining Geology), he has worked in exploration for gold, copper, nickel and platinoids, and in open pit and underground gold mines. Over a career of 27 years, Mr Thompson has worked for BCD Resources NL as CEO, at St Barbara Mines Limited as General Manager Exploration, as well as holding senior exploration and project development roles with Jubilee Mines NL, Anaconda Nickel Ltd and Western Mining Corporation. At St Barbara Mines, Mr Thompson's responsibility included managing a team of 22 geoscientists. In addition to being responsible for the discovery of several nickel and gold deposits, he has extensive mining and corporate development experience. Mr Thompson is CEO and Managing Director of Central Asia Resources NL (ASX:CVR) since July 2014.
RECOMMENDATION: The Board (other than the director who is the subject of this resolution) recommends that shareholders vote in favour of Mr Thompson's re-election.
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Approval of an issue of shares to Mr P Thompson
At the time of the appointment of Mr Peter Thompson as a Director of the Company, the Board and Mr Thompson agreed that Mr Thompson would receive a Director's fee of $34,000 per annum (inclusive of superannuation) and that half of that fee, $17,000, would be provided in Shares, if approved by shareholders at the AGM in November 2015 ('Share Component'). If not so approved, the Share Component would be paid in cash. The number of Shares comprising the Share Component was agreed to be calculated by dividing $17,000 by $0.01, being 1,700,000 fully paid Shares. Shares due will be issued as soon as possible, after approval at the AGM.
Resolution 4 seeks shareholder approval for the issue of such Shares for the purpose of ASX Listing Rule 10.11. ASX Listing Rule 10.11 provides that a company must not issue or agree to issue securities to a Director of the company or an associate of a Director without shareholder approval.
If shareholder approval is not received under Resolution 4, the Company, subject to future Board approval, will pay the amount in cash.
ASX Listing Rule 10.13 provides that the following information must be provided to the shareholders:
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The name of the person to whom the Shares are to be issued: Mr Peter Thompson or his nominee.
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The maximum number of Shares to be issued is 1,700,000.
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The issue price: $0.01 per share.
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Terms of issue: The Shares issued will be fully paid ordinary shares in the Company. The Shares will be issued as compensation for director's fees not being paid in cash, in accordance with the existing agreement terms. Each Share issued pursuant to this Resolution will rank pari passu with all existing ordinary fully paid shares of the Company.
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Issue Date: The Company will issue the Shares no more than 1 month after the date of the Meeting to which this Explanatory Memorandum relates.
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Voting exclusion: a voting exclusion statement has been included in the Notice of Meeting.
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Use of funds: No funds will be raised.
RECOMMENDATION: The Board (other than the director who is the subject of this resolution) recommends that shareholders vote in favour of approving the issue of Shares to Mr Thompson.
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Approval of future issues of shares
The Company seeks pre-approval to raise additional equity capital (in addition to that permitted by ASX Listing Rule 7.1) by way of Placement. A placement may involve a capital raising to professional, sophisticated and institutional investors (Placement). Pre-approval provides the Company with flexibility, including the flexibility to pursue market and exploration opportunities as they arise. It does not mean that such approval will necessarily be used. The Company last sought (and obtained approval) for such capacity at the General Meeting on 1 May 2015) --- none of that capacity was used and that approval has expired. This Resolution effectively refreshes the same capacity.
Under ASX Listing Rule 7.1, a listed company is prohibited from issuing or agreeing to issue equity securities without shareholder approval if, in doing so, it would mean that the number of equity securities issued in the preceding 12 month period would exceed 15% of the number of fully paid ordinary shares on issue at the beginning of the 12 month period (Placement Capacity).
In accordance with ASX Listing Rule 7.3, the Company provides the following information:
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Details of the potential allottees to be issued shares under the Placement
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The shares will be allotted to sophisticated investors (in accordance with sections 708(8) and (10) of the Corporations Act), professional investors (in accordance with section 708(11) of the Corporations Act), other institutional and accredited investors to whom no disclosure is required under the Corporations Act.
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Potential maximum number of Placement shares to be issued
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50,000,000
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The issue price of the securities
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In accordance with ASX Listing Rule 7.3.3 the issue price of any Placement shares will not be less than 80% of the volume weighted average market price for ordinary shares (excluding special crossings, overnight sales and exchange traded options exercises) calculated over the last 5 days on which sales of ordinary shares were recorded before the date on which the Placement shares are issued.
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The date by which the Company will issue the Placement shares
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If approved, and Placements occur, all shares will be issued no later than 3 months after the date of the meeting (being 25 February 2016) as required by the ASX Listing Rules. Note: Placements and issues of shares may occur progressively during that period.
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The terms of the Placement shares issued
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All shares issued under any Placement will be fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company.
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The use (or intended use) of the funds raised
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To fund future exploration programs and working capital requirements.
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Voting exclusion statement
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A voting exclusion applies to this resolution - please see the notes to Resolution 5.
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RECOMMENDATION: The Board recommends that shareholders vote in favour of approving the future issue of Shares.
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Spill Resolution
The Corporations Act requirements for this Resolution to be put to a vote are set out in relation to Resolution 1.
The effect of this Resolution being passed is the Company will be required to hold another meeting of Shareholders within 90 days of the date of this Meeting (Spill Meeting) and the Vacating Directors will cease to hold office immediately before the end of the Spill Meeting. The business of the Spill Meeting will be to put to vote resolutions to appoint persons to offices vacated by the Vacating Directors.
In the event a Spill Meeting is required a separate notice of meeting will be distributed to Shareholders with details about those persons that will seek election as directors of the Company at the Spill Meeting.
Shareholders appointing a proxy for this Resolution should note the voting restrictions set out in relation to Resolution 1 apply in the same manner to this Resolution.
RECOMMENDATION: The Board recommends shareholders vote against calling the Spill Meeting.
The Chairman of the Meeting intends to vote undirected proxies: FOR each of the Resolutions 1 to 5
AGAINST Resolution 6
GLOSSARY OF TERMS
In this Explanatory Memorandum the following expressions have the following meanings:
ASIC means the Australian Securities and Investments Commission;
ASX means ASX Limited;
Chairman means the chairman of the Meeting in accordance with the Constitution;
Closely Related Party of a member of the Key Management Personnel means:
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a spouse or child of the member;
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a child of the member's spouse;
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a dependent of the member or the member's spouse;
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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;
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a company the member controls; or
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a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act;
Company or Marmota means Marmota Energy Ltd ACN 119 270 816;
Constitution means the Constitution of the Company; Corporations Act means the Corporations Act 2001 (Cth); Directors means the Directors of the Company;
Explanatory Memorandum means this Explanatory Memorandum incorporated in the Notice of Meeting;
Key Management Personnel or KMP 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;
Listing Rules means the listing rules of ASX;
Notice or Notice of Meeting means the notice of meeting incorporating this Explanatory Memorandum;
Relevant Interest has the meaning given to that term in the Corporations Act;
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 30 June 2015.
Resolution means a resolution set out in the Notice of Meeting; Shares means fully paid ordinary shares in the Company; Shareholder means a holder of Shares;
Vacating Directors means the Directors who were directors of the Company when the resolution to make the Directors' Report considered at the last annual general meeting of the Company was passed, other than the Managing Director of the Company at that time;
2014 AGM means the Annual General Meeting of the Company held on 25 November 2014.