Golden Deeps Limited
ACN 054 570 777
Notice of Annual General Meeting Explanatory Statement
and
Proxy Form
11:30 am (WST) on Wednesday 30 November 2016
Grant Thornton Office, Level 1, 10 Kings Park Road, West Perth, Western Australia
GOLDEN DEEPS LIMITED
ACN 054 570 777
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Members of Golden Deeps Limited (GED or the Company) will be held on Wednesday, 30 November 2016 commencing at 11:30 am (WST) at the Grant Thornton office, Level 1, 10 Kings Park Road, West Perth, Western Australia.
The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered. Terms used in this Notice of Annual General Meeting have the meaning given to them in the "Definitions" section contained in the Explanatory Statement.
AGENDA
BUSINESS OF THE MEETING
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Accounts and reports
To receive and consider the Financial Statements and the Reports of the Directors and the Auditors for the year ended 30 June 2016.
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Resolution 1 - Adoption of the Remuneration Report
To consider and, if thought fit, pass with or without amendment, the following as an ordinary resolution:
"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company's Annual Report for the financial year ended 30 June 2016 be adopted."
Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.
Voting prohibition statement
A vote on this resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
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a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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a Closely Related Party of such a member, (collectively referred to as a Prohibited Voter).
However, the Company need not disregard a vote if:
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it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and
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it is not cast on behalf of a Prohibited Voter.
Further, a Prohibited Voter who is appointed as a proxy will not vote on resolution1 unless:
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the appointment specifies the way the proxy is to vote on resolution 1; or
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the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chairman intends to vote any undirected proxies in favour of resolution 1.
Shareholders may also choose to direct the Chairman to vote against resolution 1 or to abstain from voting.
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Resolution 2 - Re-election of a Director
To consider and, if thought fit, pass the following as an ordinary resolution:
"That Robert Collins, who retires by rotation in accordance with the Company's Constitution, be re-elected a Director of the Company."
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Resolution 3 - Approval for a proposed Share Issue
To consider, and if thought fit, to pass the following as an ordinary resolution:
"That, pursuant to Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 80,000,000 ordinary fully paid Shares at a minimum issue price per Share which is at least 80% of the average market price of ordinary Shares trading on ASX over the last 5 days on which sales in the securities were recorded before the day on which the issue was made (or if there is a prospectus or offer information statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date the prospectus or offer information statement is signed), on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting."
Voting prohibition statement
The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with those persons. 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 directions on the proxy form or if 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.
The Board of Directors unanimously recommends Shareholders vote in favour of this resolution.
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Resolution 4 - Approval for a proposed Option Issue
To consider, and if thought fit, to pass the following as an ordinary resolution:
"That, pursuant to Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 80,000,000 options at an issue price of
$0.0001 per option (each Option being exercisable at $0.015 on or before 31 August 2019 and on the terms and conditions set out in Annexure A to the Explanatory Statement)."
Voting prohibition statement
The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with those persons. 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 directions on the proxy form or if 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.
The Board of Directors unanimously recommends Shareholders vote in favour of this resolution.
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Resolution 5 - Approval for 10% placement facility under Listing Rule 7.1A
To consider, and if thought fit, to pass the following as a special resolution:
"That, for the purpose of Listing Rule 7.1A and all other purposes, the Company approves the allotment and issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."
Voting Prohibition Statement
The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and associates of those persons. However, the Company need not disregard a vote if the vote 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 the vote 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.
The Board of Directors unanimously recommends Shareholders vote in favour of this resolution.
Voting Entitlements
For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 11.30 am (WST) on 28 November 2016. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.
Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.
BY ORDER OF THE BOARD
Norman Grafton Company Secretary
14 October 2016
Your annual report is available online, simply visit: www.goldendeeps.com