RIMFIRE PACIFIC MINING NL ABN 59 006 911 744
NOTICE OF ANNUAL GENERAL MEETING
And
EXPLANATORY MEMORANDUM
Date of Meeting Tuesday, 22 nd November 2016
Time of Meeting 10: 00 am
Place of Meeting Conference Rooms, ShineWing Australia
Level 10
530 Collins Street
Melbourne VIC 3000
This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant,
solicitor or other professional adviser prior to voting.
RIMFIRE PACIFIC MINING NL ABN 59 006 911 744
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of Rimfire Pacific Mining NL ("Company") will be held at the offices of Shine Wing Australia, 10 th Floor Conference Rooms, 530 Collins Street, Melbourne Victoria 3000 , 22 November 2016 at 10: 00 am (Melbourne time).
The Explanatory Memorandum which accompanies and forms part of this "Notice of Annual General Meeting" describes the various matters to be considered at the annual general meeting.
AGENDA
ORDINARY BUSINESS
Item 1 - FINANCIAL STATEMENTS AND REPORTS
"To receive and consider the Company' s annual report comprising the Directors' Report, Auditor's Report and Financial Statements for the year ended 30 June 2016 ."
The electronic version of the annual report can be found at:
Rimfire Pacific Mining NL website www.rimfire. com.au/asx_news and reports/annual reports/2016;
ASX website at h t t p : / / www.asx .co m .au/asx / r e s earch /co m p a n y .do#! / R I M.
To consider, and if thought fit, pass the following resolutions, with or without amendment, as ordinary resolutions of the Company.
Item 2 - Resoluti on 1: REMUNERATION REPORT
"To adopt the Remuneration Report for the Year ended 30 June 2016."
Short exp l a n ation
The Corporations Act 2001 requires listed companies to put to shareholders at the AGM a non- binding resolution concerning the Remuneration Report which is contained in the Directors' Report section of the Annual Report.
Shareholders will be given an opportunity to ask questions concerning the Remuneration Report at the AGM. As stated, the resolution is non-binding.
Voting Exclus ion S t atement
In accordance with the ASX guidelines for resolutions pertaining to the Remuneration Report, the Company will disregard any votes cast on this resolution by Key Management Personnel ( KMP) and closely related parties to KMP. All Executive and Non- Executive Directors are considered KMP for the purposes of this resolution.
However, the Company need not disregard a vote 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 KMP or 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. The Chairman may vote on this resolution, as a proxy for the person who is entitled to vote on this resolution, whether or not the shareholder voting form directs how the proxy is to vote, provided the shareholder voting form expressly authorises the Chairman to exercise the proxy (even though the resolution is connected with the remuneration of the KMP of the Company, including the Chairman).
Item 3 - Resoluti on 2 : ELECTION OF DIRECTOR IAN McCUBBING
"That Mr Ian Mc Cubbing, who was appointed by the Board of Directors during the year, and being eligible offers himself for election, be elected as a Director".
Item 4 - Resoluti on 3: RE-ELECTION OF DIRECTOR RAMONA ENCONNIERE
"That Ms Ramona Enconniere, who retires by rotation in accordance with Clause 13 .2 of the Company' s constitution, and being eligible offers herself for re- election, be re-elected as a Director".
Shor t e x plana t ion - Reso lutio n s 2 and 3
The Company's Constitution requires one third of the Directors ( other than the Managing Director) to retire at each Annual General Meeting, being the Directors longest in office at the date of the Annual General Meeting. Ms Enconniere must therefore retire and has offered herself for re-election.
In addition, a Director appointed by the Board of Directors during the year, must retire at the next AGM and place him or herself before the AGM for election as a Director. Mr Mc Cubbing must therefore retire and offers himself for election.
The details of all Directors are set out in the Directors' Report section of the Annual Report.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions, with or without amendment:
Item 5 - Resoluti on 4: ORDINARY RESOLUTION - RATIFICATION OF PLACEMENT TO INVESTORS
"That pursuant to ASX Listing Rule 7. 4, the Company approves and ratifies the issue and allotment of 78 ,059 , 524 fully paid ordinary shares at an issue price of $0. 021 per share in the capital of the Company in August/September 2016 to the entities described in Item 5 - Resolution 4 , schedule A, of the Explanatory Memorandum."
Short exp l a n ation- Resoluti o n 4
The Board of Rimfire is allowed to issue up to 15% of its issued capital without shareholder approval each 12 months. The shares described above were issued without shareholder approval and were within this limit. Under the Listing Rules, Rimfire can seek shareholder ratification of an issue made within the 15% limit, and, if given, the effect of the ratification is to deem that the shares issued were issued with shareholder approval, meaning that, from the date of the approval, the Board is again able to issue up to a further 15 % of the issued capital without shareholder approval.
The purpose of this resolution is to seek this ratification for the placement completed by the Company in August/September 2016 . Further details of the shares issued are set out in the attached Explanatory Memorandum.
Voting Exclus ion S t atement
In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by a recipient of the shares, in schedule A, to which this resolution relates as described in the Explanatory Memorandum, and any associate of a recipient.
However, the Company need not disregard a vote 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 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 (and the acknowledgment box on the proxy form in relation to this resolution is marked).
Item 6 - Resolution 5: SPECIAL RESOLUTION - APPROVAL OF 10 % PLACEMENT CAPACITY
"That, for the purposes of Listing Rule 7 . 1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10 % of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7. 1 A. 2 and on the terms and conditions set out in the Explanatory Statement."
S p ecial R e s o luti on
T h i s resolut i o n is a Special Resoluti o n a n d requires a majori t y o f at least 75 % o f v o tes cas t by shareholde rs a t the AGM in perso n o r by proxy.
Voting Exclus ion S t atement
The Company will disregard any votes cast on this Resolution by any people who may participate in the issue of Equity Securities under this Resolution and a person who may obtain a benefit, except a benefit solely in the capacity of a holder or 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 proxy for a person who is entitled to vote, in accordance with the directions on the proxy 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 to vote as the proxy decides ( and the acknowledgment box on the proxy form in relation to this resolution is marked).
BY ORDER OF THE BOARD
Graham Billinghurst Company Secretary
DATED: 21 st October 2016