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PanTerra Gold AGM NoM and proxy final#1.pdf

PANTERRA GOLD LIMITED

ABN 48 008 031 034

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Shareholders

will be held at 10.30 am (AEST) on Tuesday, 17 May 2016 at

Level 2, 3 Spring Street, Sydney NSW

If you are unable to attend the meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

PANTERRA GOLD LIMITED ABN 48 008 031 034

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of the Shareholders of PanTerra Gold Limited PanTerra Gold the at Level 2, 3 Spring Street, Sydney, NSW at 10.30am (AEST) on Tuesday 17 May 2016.

The Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more details the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

AGENDA

ORDINARY BUSINESS

Receipt of Financial Statements and Reports

To receive and consider the the Independent Audit Report for PanTerra Gold and its controlled entities for the year ended 31 December 2015.

Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, pass the following advisory resolution as an ordinary resolution:

for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 31 December 2015

Voting Exclusion Statement

The Company will disregard any votes on Resolution 1 by or on behalf of the following persons:

1. A member of the Key Management P , details of whose remuneration are included in the Remuneration Report; or

2. A closely related party of a KMP; or

3. A person appointed as proxy where the appointment does not specify the way the proxy is to vote on the resolution, and the person is:

4. a KMP; or

5. a closely related party of a KMP,




however, the above persons may cast a vote on Resolution 1 if:




1. the person is acting as proxy and the proxy form specifies how the proxy is to vote and the vote is not cast on behalf of a person who is otherwise excluded from voting on Resolution 1 as described above; or

2. The person is the Chairman voting an undirected proxy which expressly authorizes the Chairman to vote the proxy on a resolution connected with the remuneration of a member of the KMP.




Resolution 2: Election of Mr Ruoshui Wang as a Director of the Company




To consider and, if thought fit, pass the following resolution as an ordinary resolution:




Mr Ruoshui Wang, having been appointed to the Board during the year, retires as a Director in accordance with the Constitution and having consented and being eligible for election, be elected as a Director of the Company




Resolution 3: Re-Election of Mr Ugo Cario as a Director of the Company




To consider and, if thought fit, pass the following resolution as an ordinary resolution:




Mr Ugo Cario, being a Director who retires pursuant to the Constitution of the Company and being eligible for re-election offers himself for re-election, is hereby re-elected as a Director of the Company




Resolution 4: Re-Approval of Employee Performance Rights Plan




To consider and, if thought fit, to pass with or without amendment the following resolution as an

ordinary resolution:




That, for the purposes of Exception 9(b) in Listing Rule 7.2 and for all other purposes, Shareholders re-approve the:




(a)

Statement;




1. Grant of Rights to ordinary fully paid shares in the Company under the Plan; and

   
   

   (c)

   
   

   Voting Exclusion Statement

   
   

   The Company will disregard any votes cast on this resolution by a Director (except a Director who is ineligible to participate in any employee incentive plan) and their associates.

   
   

   However, the Company need not disregard a vote if:

   
   

2. 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

   
   

3. 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.




Resolution 5: Ratification of Previous Issue of Shares




To consider and, if thought fit, 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 and approve the prior allotment and issue of 4,769,622 fully paid Ordinary Shares in the Company on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting




Voting Exclusion Statement




The Company will disregard any votes cast on Resolution 5 by or on behalf of Central American Mezzanine Infrastructure Fund LP and its associates.




However, the Company need not disregard a vote on Resolution 5 if:




1. 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

   
   

2. 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.

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Resolution 6: Ratification of Previous Issue of Shares and Options




To consider and, if thought fit, 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 and approve the prior allotment and issue of 808,500 fully paid Ordinary Shares and 808,500 Listed Options on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting




Voting Exclusion Statement




The Company will disregard any votes cast on Resolution 6 by or on behalf of Colbern Fiduciary Nominees Pty Ltd and its associates.




However, the Company need not disregard a vote on Resolution 6 if:




1. 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

2. 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.




Resolution 7: Ratification of Previous Issue of Shares and Options




To consider and, if thought fit, 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 and approve the prior allotment and issue of 1,400,000 fully paid Ordinary Shares and 1,400,000 Listed Options on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting




Voting Exclusion Statement




The Company will disregard any votes cast on Resolution 7 by or on behalf of Marie Linette Garcia Campos and her associates.




However, the Company need not disregard a vote on Resolution 7 if:




1. 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

2. 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.




Resolution 8: Ratification of Previous Issue of Shares and Options




To consider and, if thought fit, 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 and approve the prior allotment and issue of 1,000,000 fully paid Ordinary Shares and 1,000,000 Listed Options on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting




Voting Exclusion Statement




The Company will disregard any votes cast on Resolution 8 by or on behalf of One Managed Investment Funds Limited and its associates.




However, the Company need not disregard a vote on Resolution 8 if:




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