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Maximus Resources Limited
AUSTRALIA MXR.AX 0,04 AU$ 0,00%
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Notice of Annual General Meeting/Proxy Form

Publié le 31 octobre 2016

MAXIMUS RESOURCES LIMITED

ABN 74 111 977 354

NOTICE OF 2016 ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders of Maximus Resources Limited (the Company) will be convened at 11.00 am. on Tuesday 29 November 2016, at Level 10, 25 Grenfell Street, Adelaide, South Australia to consider, and if thought fit, to pass the resolutions listed below.

If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received by the Company at least 48 hours before the commencement of the Meeting.

Agenda

ORDINARY BUSINESS

Financial Report

To receive and consider the Company's financial statements and reports for the Director's and the independent auditor for the year ended 30 June 2016.

The Annual Report incorporating the financial statements is available at:

http://www.maximusresources.com/investors/reports/2016/mxr_ar2016

Resolution 1: Adoption of the Remuneration Report

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

"That the Remuneration Report required by section 300A of the Corporations Act 2001 (Cth), as contained in the Company's Directors' Report for the year ended 30 June 2016 be adopted."

Voting Exclusion

In accordance with the Corporations Act 2001 (Cth) (Corporations Act), a vote must not be cast on this resolution in any capacity (and will be taken to have not been cast if contrary to this restriction) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, and any closely related party of such member. However, such a member or any closely related party of such a member may cast a vote as a proxy if the vote is not cast on behalf of a person described above and either:

  • The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the resolution;

  • The person is the chair of the meeting at which the resolution is voted on and the appointment of the chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

    Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.

    Resolution 2: Re-election of Ms Leigh McClusky as a Director

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

    "That Ms Leigh McClusky, being a Director of the Company who retires by rotation in accordance with the Company's constitution, and being eligible, is re-elected as a Director of the Company."

    A summary of Ms McClusky's qualifications and experience is set out in the Explanatory Statement accompanying this Notice.

    Principal And Registered Office

    Level 3, 100 Pirie Street, Adelaide South Australia 5000 - Telephone +61 8 7324 3172, Facsimile +61 8 8312 5501

    SPECIAL BUSINESS

    Resolution 3 - Approval to issue an additional 10% of issued capital over a 12 month period

    To consider, and if thought fit, pass the following resolution as a special resolution:

    "That for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval be given to issue equity securities (as defined in the ASX Listing Rules) equivalent to an additional 10% of the number of ordinary securities on issue calculated in accordance with the formula in Listing Rule 7.1A.2 and on the terms described in the accompanying Explanatory Statement accompanying this Notice."

    Voting Exclusion

    In accordance with the ASX Listing Rules, the Company will disregard any votes cast in relation to this resolution by a person (and any associate of such a person) who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this resolution is passed.

    However, the Company need not disregard a vote if:

  • it must have a market capitalisation of $300 million or less; and

  • it must not be included in the S&P/ASX 300 Index.

    On 5 October 2016 the market capitalisation of the Company was $7,323,059. At the date of the Notice, the Company was not included in the S&P/ASX 300 Index.

    The number of equity securities that the Company may issue with approval under listing rule 7.1A.2 is calculated using the following formula:

    (A x D) - E

    A = The number of fully paid ordinary shares on issue 12 months before the date of issue or agreement:

  • plus the number of fully paid ordinary securities issued in the 12 months under an exception in rule 7.2;

  • plus the number of partly paid ordinary securities that became fully paid in the 12 months;

  • plus the number of fully paid ordinary securities issued in the 12 months with approval of shareholders under rule 7.1 or rule 7.4;

  • less the number of fully paid ordinary securities cancelled in the 12 months.

D =10%

E = The number of Equity Securities issued or agreed to be issued under rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under rule 7.1 or 7.4.

A resolution under listing rule 7.1A can only be proposed as a special resolution at an eligible entity's AGM. A special resolution is a resolution that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Securities issued with approval under listing rule 7.1A must belong to a class of equity securities (as defined in the ASX Listing Rules) (Equity Securities) already quoted. Listing rule 7.1A cannot be used for placements of securities in a class that has not yet been quoted.

The Directors recommend shareholders vote in favour of resolution 3. The Chairman intends to vote undirected proxies in favour of resolution 3.

Information required by listing rule 7.3A

Listing rule 7.3A prescribes the information that must be included in the Notice in relation to a resolution under listing rule 7.1A. This information is as follows:

  1. The issue price of securities issued under listing rule 7.1A must be no less than 75% of the volume weighted average price for securities in the relevant quoted class calculated over the 15 trading days on which trades in that class were recorded immediately before either:

  2. the date on which the price at which the securities are to be issued is agreed; or

  3. if the securities are not issued within 5 trading days of the date in paragraph 1.1 above, the date on which the securities are issued.

  4. If resolution 3 is approved by shareholders and the Company issues additional Equity Securities there is a risk of economic and voting dilution of the existing shareholders including the risk that:

  5. the market price for the Company's Equity Securities may be significantly lower on the issue date than on the date of the approval under listing rule 7.1A; and

  6. the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

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