BEACON MINERALS LIMITED ACN 119 611 559
NOTICE OF ANNUAL GENERAL MEETING AND
EXPLANATORY MEMORANDUM
IMPORTANT INFORMATION
This is an important document that should be read in its entirety.
If you do not understand it you should consult your professional advisers without delay.
If you wish to discuss any aspect of this document with the Company please contact Ms Sarah Shipway on telephone (+61 8) 9322 6600.
The Annual Report is available online at www.beaconminerals.com
BEACON MINERALS LIMITED ACN 119 611 559
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Shareholders of Beacon Minerals Limited will be held at The Boulevard Centre, 99 The Boulevard, Floreat, Western Australia at 9am (WST) on 24 November 2016 to conduct the following business and to consider, and if thought fit, to pass the following Resolutions.
AGENDA ORDINARY BUSINESS
FINANCIAL & OTHER REPORTS
To receive and consider the financial report for the year ended 30 June 2016 and the accompanying Directors' Report, Directors' Declaration, and Auditor's Report.
RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT
To consider, and if thought fit, to pass with or without amendment, the following resolution as an advisory resolution:
"That the Remuneration Report that forms part of the Directors' Report for the financial period ended 30 June 2016, be adopted."
The Remuneration Report is set out in the Directors' Report in the Annual Report. Please note that the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion
In accordance with sections 250R and 250BD of the Corporations Act 2001, the Company will disregard any votes cast on this Resolution by any Key Management Personnel ("KMP") and a closely related party of a KMP. However, the Company need not disregard a vote if it is cast by a KMP or a closely related party of a KMP as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by a chairperson of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides, or it is cast by a chairperson of the Meeting as proxy for a person who is entitled to vote, the proxy is undirected and the proxy form expressly authorises the chairperson to vote the proxy on this Resolution.
KMPs and their closely related parties will commit an offence under the Corporations Act if they vote in relation to this Resolution in breach of the voting restrictions.
RESOLUTION 2 - RE-ELECTION OF MS SARAH SHIPWAY AS A DIRECTOR
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That Ms Sarah Shipway, having retired in accordance with the Company's Constitution and the Listing Rules, and being eligible, offers herself for re-election, be re-elected as a Director of the Company with immediate effect."
SPECIAL BUSINESS RESOLUTION 3 - APPROVAL OF 10% PLACEMENT FACILITY
To consider, and if thought fit, to pass with or without amendment, the following resolution as a special resolution:
"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed by Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares (and any associates of such person), if this Resolution is passed. 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 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 4 - CONSOLIDATION OF CAPITAL
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, pursuant to section 254H of the Corporations Act, and for all other purposes, the issued capital of the Company be consolidated on the basis that every 10 Shares be consolidated into 1 Share and where this consolidation results in a fraction of a Share being held by a Securityholder, the Directors be authorised to round that fraction up to the nearest whole Share with the consolidation to take effect in accordance with the timetable set out in the Explanatory Memorandum."
DATED THIS 19h DAY OF OCTOBER 2016 BY ORDER OF THE BOARD
SARAH SHIPWAY
COMPANY SECRETARY / DIRECTOR
Notes: Definitions
Terms which are used in this Notice and which are defined in Section 6 of the Explanatory Memorandum have the meanings ascribed to them therein.
Note
If you have recently changed your address or if there is any error in the name and address used for this notice please notify the Company Secretary. In the case of a corporation, notification is to be signed by a director or company secretary.
Proxies
A Shareholder who is entitled to vote at this Meeting has a right to appoint a proxy and should use the proxy form enclosed with this notice. The proxy need not be a Shareholder of the Company and can be an individual or a body corporate.
A body corporate appointed as a Shareholder's proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of this appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.
A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, section 249X of the Corporations Act will take effect so that each proxy may exercise half of the votes (ignoring fractions).
A proxy's authority to speak and vote for a Shareholder at the meeting is suspended if the Shareholder is present at the meeting.
The proxy form must be signed and dated by the Shareholder or the Shareholder's attorney. Joint Shareholders must each sign.
Proxy forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received by Security Transfer Australia Pty Ltd:
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at Alexandrea House, Suite 1, 770 Canning Highway, Applecross WA 6153; or
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at PO Box 535, Applecross WA 6153; or
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on facsimile number +61 8 9315 2233,
not later than 9am (WST) on 22 November 2016.
Pursuant to regulation 7.11.37 of the Corporations Regulations, the Board has determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the share register at 4 pm (WST) on 23 November 2016.
Bodies Corporate
A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. The appointment may be a standing one.
Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.
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.