07818552-ee2c-4858-a82d-e09f2252d5d2.pdf
AZURE MINERALS LIMITED ABN 46 106 346 918
NOTICE OF GENERAL MEETING PROXY FORM
AND EXPLANATORY MEMORANDUM
Date of Meeting
3 May 2016
Time of Meeting
11:00am (WST)
Place of Meeting The Celtic Club 48 Ord Street
WEST PERTH WA
This Notice of General Meeting and the accompanying Explanatory Memorandum should be read in its entirety. If you are in doubt as to how you should vote, you should seek advice from their accountant, solicitor or other professional adviser prior to voting. A Proxy Form is enclosed. If you are unable to attend the Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.
AZURE MINERALS LIMITED ABN 46 106 346 918
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Shareholders of Azure Minerals Limited ("Company") will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 3 May 2016 at 11:00 am (WST) for the purpose of transacting the following Business.
ORDINARY BUSINESS
Resolution 1 - Ratification of Prior Share Issue
To consider, and if thought fit, to pass the following as an ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 145,000,000 Shares at an issue price of $0.036 per Share, issued to the persons and on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 1 by a person (and any associates of such a person) who participated in the issue.
However, the Company need not disregard a vote cast on Resolution 1 if:
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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
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it is cast by the Chairman 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 - Ratification of Option Issue
To consider, and if thought fit, to pass the following as an ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 11,200,000 Options exercisable at $0.06 by 30 November 2018, issued to the persons and on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 2 by a person (and any associates of such a person) who participated in the issue.
However, the Company need not disregard a vote cast on Resolution 2 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 Chairman 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.
For further information please refer to the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.
By order of the Board of Directors
Brett Dickson Company Secretary Date: 24 March 2016
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Important information for Shareholders
Explanatory Statement
The accompanying Explanatory Statement forms part of this Notice of Meeting and should be read in conjunction with it. The glossary at the end of the Explanatory Statement contains definitions of capitalised terms used in this Notice of Meeting and the Explanatory Statement.
Required majorities
The resolutions in this Notice of Meeting are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by Shareholders present (in person, by proxy or representative) and entitled to vote on the resolution.
Proxies
All Shareholders who are entitled to attend and vote at the meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a Shareholder. Shareholders holding two or more shares can appoint either one or two proxies. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise.
To vote by proxy, please complete and return the proxy form enclosed with this Notice of Meeting as soon as possible. To be effective, a completed proxy form or online proxy instructions must be received by no later than 11.00am (WST) on 1 May 2016, being not less than 48 hours prior to the commencement of the meeting.
Where the proxy form is executed under power of attorney, the power of attorney must be lodged in the same way as the proxy form.
Corporate representatives
A body corporate may appoint an individual as its representative to attend and vote at the meeting and exercise any other powers the body corporate can exercise at the meeting. The appointment may be a standing one. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company. An appointment form is included with the meeting materials.
Voting entitlements
The Board has determined that, for the purpose of voting at the Meeting, Shareholders are those persons who are the registered holders of the Company's shares at 5.00pm (WST) on 1 May 2016.
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