REG - Celsius Resources Ld - Addendum to Notice of GM

Celsius ResourcesAnnouncement

16/04/2026 09:15

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RNS Number : 7557A  Celsius Resources Limited  16 April 2026

Celsius Resources Limited

("Celsius" or the "Company")

Addendum to Notice of General Meeting

 

Celsius Resources Limited (ACN 009 162 949) hereby provides this addendum
(Addendum) to the Notice of General Meeting dated 31 March 2026 (Notice).

The Meeting will be held at Level 5, 191 St Georges Terrace, Perth WA 6000 on
Thursday, 30 April 2026 at 3.00pm (AWST).

Defined terms in the Notice have the same meaning in this Addendum unless
otherwise stated.

This Addendum is supplemental to the original Notice and should be read in
conjunction with the Notice. Save for the amendments set out below, the Notice
remains unchanged.

The numbering used in this Addendum is a continuation of the numbering used in
the Notice.

This Addendum should be read in its entirety. If Shareholders are in doubt as
to how they should vote they should seek advice from their suitably qualified
professional advisors prior to voting. Should you wish to discuss the matters
set out in this Addendum, please do not hesitate to contact the Company
Secretary by telephone on +61 (8) 9324 4516.

Shareholders are urged to vote by lodging the replacement Proxy Form.

 

This announcement has been authorised by the Board of Directors of Celsius
Resources Limited.

 Celsius Resources Limited
 Bardin Davis - Managing Director  E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)

                                   W: www.celsiusresources.com (http://www.celsiusresources.com)
 NWR Communications

 Peter Taylor                      P: +61 412 036 231 (tel:+61%20(0)%20412%20036%20231)

                                   E: peter@nwrcommunications.com.au (mailto:peter@nwrcommunications.com.au)

 Zeus Capital Limited

 (Nominated Adviser)               P: +44 (0) 20 3 829 5000

 James Joyce / James Bavister

 (Broking)

 Harry Ansell

 

 

Amendments

By this Addendum:

a)   existing Resolution 2 is deleted from the Notice and replaced with a
new Resolution 2 detailed below;

b)   existing Resolution 3 is deleted from the Notice and replaced with a
new Resolution 3 detailed below;

c)   the voting exclusion for Resolution 2 is deleted from the Notice and
replaced with a new exclusion detailed below;

d)   the voting exclusion for Resolution 3 is deleted from the Notice and
replaced with a new exclusion detailed below;

e)   existing Section 3.1 to the Explanatory Memorandum is deleted and
replaced with a new Section 3.1 detailed below;

f)    existing Section 4 the Explanatory Memorandum is deleted and replaced
with a new Section 4 detailed below;

g)   existing Section 5 the Explanatory Memorandum is deleted and replaced
with a new Section 5 detailed below;

h)   a new Resolution 7 detailed below is added to the Notice and will be
considered at the Meeting;

i)    a new voting exclusion for Resolution 7 is added to the Notice;

j)    a new voting prohibition for Resolution 7 is added to the Notice;

k)   a new Section 9 is added to the Explanatory Memorandum detailed below;

l)    amendments to Schedule 1 are added to the Explanatory Memorandum; and

m)  a new Schedule 4 is added to the Notice.

Replacement Proxy Form

A replacement Proxy Form (Replacement Proxy Form) has been made available with
this Addendum, which replaces the Proxy Form that was attached to the Notice
(Original Proxy Form).

Shareholders are advised to follow the below instructions if you have already
submitted a proxy vote:

·      if you wish to change your vote on Resolution 2 or Resolution 3,
you can submit your proxy in accordance with the instructions on the
Replacement Proxy Form;

·      if Shareholders wish to have their votes counted by proxy in
respect of Resolution 7, Shareholders must use the Replacement Proxy Form to
vote on ALL Resolutions;

·      if you have already voted and do not wish to change your vote on
Resolution 2 or Resolution 3 or vote on additional Resolution 7, you do not
need to take any action, as the proxy you previously submitted remains valid.

The Company may accept Proxy Forms dispatched with the original Notice
received from Shareholders in the event that a Replacement Proxy Form is not
provided by the relevant Shareholder.

BY ORDER OF THE BOARD

 

 

 

Peter Hume

Chairman

Celsius Resources Limited

Dated: 16 April 2026

 

 

 

 

 

AGENDA

The Agenda of the Notice is amended by including the following new Resolution
2 and Resolution 3:

Resolution 2: Approval to issue Placement Options

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

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other
purposes, Shareholders approve the issue of up to 231,625,000 Placement
Options on the terms and conditions in the Explanatory Memorandum.'

Important Note: The Securities the subject of this Resolution are expressed in
this Notice and the Explanatory Memorandum on a pre-Consolidation basis.

Resolution 3: Approval to issue Director Placement Securities

To consider and, if thought fit, to pass with or without amendment, each as a
separate ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 10.11 and for all other
purposes, Shareholders approve the issue of up to 2,625,000 Director Placement
Securities as follows:

·      up to 750,000 Director Placement Securities to Neil Grimes; and

·      up to 1,875,000 Director Placement Securities to Bardin Davis,

(or their respective nominee(s)), on the terms and conditions in the
Explanatory Memorandum.'

Important Note: The Securities the subject of this Resolution are expressed in
this Notice and the Explanatory Memorandum on a pre-Consolidation basis.

Resolution 7: Approval to issue Consideration Shares to Bardin Davis

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

'That, pursuant to and in accordance with Listing Rule 10.14 and for all other
purposes, Shareholders approve the issue of the Consideration Shares to Bardin
Davis (or his nominee/s) under the Plan, on the terms and conditions in the
Explanatory Memorandum.'

Important Note: The Securities the subject of this Resolution are expressed in
this Notice and the Explanatory Memorandum on a pre-Consolidation basis.

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in
favour of

·      Resolution 2: by or on behalf of any person who is expected to
participate in, or who will obtain a material benefit as a result of, the
proposed issue of the Placement Options (except a benefit solely by reason of
being a Shareholder), or any of their respective associates.

·      Resolution 3(a): by or on behalf of Neil Grimes (or his
nominee/s), and any other person who will obtain a material benefit as a
result of the issue of these Director Placement Securities (except a benefit
solely by reason of being a Shareholder), or any of their respective
associates.

·      Resolution 3(b): by or on behalf of Bardin Davis (or his
nominee/s), and any other person who will obtain a material benefit as a
result of the issue of these Director Placement Securities (except a benefit
solely by reason of being a Shareholder), or any of their respective
associates.

·      Resolution 7: by or on behalf of Bardin Davis (or their
nominee/s), and any other person referred to in Listing Rule 10.14.1, 10.14.2
or 10.14.3 who is eligible to participate in the Plan, or any of their
respective associates.

The above voting exclusions do not apply to a vote cast in favour of the
relevant Resolution by:

·      a person as proxy or attorney for a person who is entitled to
vote on the Resolution, in accordance with directions given to the proxy or
attorney to vote on the Resolution in that way;

·      the Chair as proxy or attorney for a person who is entitled to
vote on the Resolution, in accordance with a direction given to the Chair to
vote on the Resolution as the Chair decides; or

·      a holder acting solely in a nominee, trustee, custodial or other
fiduciary capacity on behalf of a beneficiary provided the following
conditions are met:

i.    the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the Resolution; and

ii.    the holder votes on the Resolution in accordance with directions
given by the beneficiary to the holder to vote in that way.

Voting prohibition

Resolution 7: In accordance with section 250BD of the Corporations Act, a
person appointed as a proxy must not vote on the basis of that appointment on
this Resolution if:

a)   the proxy is either a member of the Key Management Personnel or a
Closely Related Party of such member; and

b)   the appointment does not specify the way the proxy is to vote on this
Resolution.

However, the above prohibition does not apply if:

a)   the proxy is the Chair; and

b)   the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.

 

EXPLANATORY MEMORANDUM

Section 3.1 in the Notice is deleted and replaced as follows:

3.1    Background

On 23 February 2026, the Company announced that it had received firm
commitments for a $9.3 million (before costs) placement via the issue of up to
465,000,000 Shares (Placement Shares) at an issue price of $0.02 per Placement
Share (Placement), with one free attaching option for every two Placement
Shares subscribed for and issued in the Placement, expiring 3 years from the
date of issue with an exercise price of $0.035 per option (Placement Options).

Evolution Capital Pty Ltd (Lead Manager) acted as the sole lead manager and
sole bookrunner to the Placement. A summary of the Lead Manager Mandate is set
out in Section 6.2.

The Placement is comprised of the following tranches:

·      Tranche 1: the issue of 463,250,000 Placement Shares to unrelated
Placement participants (Tranche 1 Placement Shares), which were issued on 27
February 2026 without prior Shareholder approval under Listing Rule 7.1 (the
subject of Resolution 1).

·      Tranche 2: subject to and conditional on the prior receipt of
Shareholder approval, the issue of up to 231,625,000 Placement Options to
unrelated Placement participants (the subject of Resolution 2); and

·      Tranche 3: subject to and conditional on the prior receipt of
Shareholder approval, the issue of up to 1,750,000 Placement Shares (Director
Placement Shares) and up to 875,000 Placement Options to Directors Neil Grimes
and Bardin Davis (Director Placement Options) (collectively, the Director
Placement Securities), in the following proportions:

i.    up to 500,000 Director Placement Shares and 250,000 Director
Placement Options to Neil Grimes (or his nominee/s) (the subject of Resolution
3(a)); and

ii.    up to 1,250,000 Director Placement Shares and 625,000 Director
Placement Options to Bardin Davis (or his nominee/s) (the subject of
Resolution 3(b)).

In addition, the Company has agreed to issue up to 58,125,000 Options to the
Lead Manager (or its nominee/s) as partial consideration for the provision of
lead managerial and bookrunner services in connection with the Placement
(Broker Options) (the subject of Resolution 4).

Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4
to ratify the prior issue of the Tranche 1 Placement Shares.

The Company confirms that Listing Rule 7.1 was not breached at the time the
Tranche 1 Placement Shares were agreed to be issued.

 

 

The following new Sections 4 and 5 are added to the Explanatory Memorandum of
the Notice in respect of Resolution 2 and Resolution 3 as follows:

4.   Resolution 2 - Approval to issue Placement Options

The background to the Placement, including the proposed issue of the Placement
Options, is set out in Section 3.1.

Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.1
to approve the issue of up to 231,625,000 Placement Options.

4.2  Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 3.2.

The effect of Shareholders passing Resolution 2 will be to allow the Company
to retain the flexibility to issue Equity Securities in the future up to the
15% placement capacity set out in Listing Rule 7.1, without the requirement to
obtain prior Shareholder approval.

If Resolution 2 is passed, the Company will be able to proceed with the issue
of the Placement Options. In addition, the issue of the Placement Options will
be excluded from the calculation of the number of Equity Securities that the
Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with
the issue of the Placement Options.

4.3  Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information
is provided in relation to the proposed issue of the Placement Options:

a)   The Placement Options will be issued to professional and sophisticated
investors who subscribed for and were issued Tranche 1 Placement Shares, none
of whom are a related party of the Company or a Material Investor. The
Placement participants were identified through a bookbuild process, which
involved the Company and the Lead Manager seeking expressions of interest to
participate in the Placement from new and existing contacts of the Company and
Lead Manager.

b)   A maximum of 231,625,000 Placement Options will be issued.

c)   The Placement Options will be exercisable at $0.035 each and expire 3
years from the date of issue and will otherwise be on the terms and conditions
in Schedule 2.

d)   The Placement Options will be issued no later than 3 months after the
date of the Meeting.

e)   As the Placement Options are free attaching to the Placement Shares,
the Company will not receive any cash consideration for the issue of the
Placement Options.

f)    Refer to Section 3.3(e) for a summary of the intended use of funds
raised from the Placement.

g)   There are no other material terms to the proposed issue of the
Placement Options.

h)   A voting exclusion statement is included in the Notice.

4.4  Additional information

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

5.   Resolution 3 - Approval to issue Director Placement Securities

5.1 General

The background to the Placement, including the proposed issue of the Director
Placement Securities, is set out in Section 3.1.

The Company has received firm commitments from Directors Neil Grimes and
Bardin Davis (together, the Participating Directors) of up to $35,000 (before
costs) on the same terms as other unrelated Placement participants, subject to
Shareholder approval, being the issue of up to 1,750,000 Director Placement
Shares and 875,000 Director Placement Options, in the following proportions:

 Neil Grimes   $10,000  500,000    250,000
 Bardin Davis  $25,000  1,250,000  625,000
 Total         $35,000  1,750,000  875,000

Resolution 3(a) and Resolution 3(b) respectively seek the approval of
Shareholders pursuant to Listing Rule 10.11 for the issue of the Director
Placement Securities to Mr Grimes and Mr Davis (or their respective
nominee/s).

5.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule
10.12 applies, a listed company must not issue or agree to issue Equity
Securities to any of the following persons without the approval of
Shareholders:

a)   a related party (Listing Rule 10.11.1);

b)   a person who is, or was at any time in the 6 months before the issue or
agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);

c)   a person who is, or was at any time in the 6 months before the issue or
agreement, a substantial holder (10%+) in the company and who has nominated a
director to the board of the company pursuant to a relevant agreement which
gives them a right or expectation to do so (Listing Rule 10.11.3);

d)   an associate of a person referred to in Listing Rules 10.11.1 to
10.11.3 (Listing Rule 10.11.4); or

e)   a person whose relationship with the company or a person referred to in
Listing Rules 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or
agreement should be approved by its shareholders (Listing Rule 10.11.5).

The Participating Directors are each a related party of the Company by virtue
of being Directors of the Company.

Shareholder approval pursuant to Listing Rule 10.11 is therefore required
unless an exception applies. It is the view of the Board (with the
Participating Directors abstaining) that the exceptions set out in Listing
Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the
Director Placement Securities as approval is being obtained under Listing Rule
10.11. Accordingly, the issue of these Director Placement Securities to the
Participating Directors (or their respective nominee/s) will not be included
in the Company's 15% placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing Resolution 3(a) will be to allow the
Company to issue those Director Placement Securities to Mr Grimes (or his
nominee/s), raising a further $10,000 (before costs) under the Placement.

If Resolution 3(a) is not passed, the Company will not be able to proceed with
the issue of those Director Placement Securities and will not raise the
additional $10,000 (before costs) committed by Mr Grimes.

The effect of Shareholders passing Resolution 3(b) will be to allow the
Company to issue the Director Placement Securities to Mr Davis (or his
nominee/s), raising a further $25,000 (before costs) under the Placement.

If Resolution 3(b) is not passed, the Company will not be able to proceed with
the issue of those Director Placement Securities and will not raise the
additional $25,000 (before costs) committed by Mr Davis.

Resolution 3(a) and Resolution 3(b) are each separate Resolutions and are not
conditional on each other and Shareholders may approve one of these
Resolutions in which case, the Director Placement Securities the subject of
the relevant Resolution will be issued, even though Shareholders have not
approved both of these Resolutions.

5.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following
information is provided in relation to the proposed issue of the Director
Placement Securities:

·      The Director Placement Securities will be issued to the
Participating Directors (and/or their respective nominee/s) in the proportions
set out in Section 5.1 above.

·      The Participating Directors each fall into the category
stipulated by Listing Rule 10.11.1. In the event the Director Placement
Securities are issued to a nominee of a Participating Director, that nominee
will fall into the category stipulated by Listing Rule 10.11.4.

·      A maximum of 1,750,000 Director Placement Shares and 875,000
Director Placement Options will be issued to the Participating Directors
(and/or their respective nominee/s) in the proportions set out in Section 5.1
above.

·      The Director Placement Shares will be fully paid and rank equally
in all respects with the Company's existing Shares on issue. The Director
Placement Options will be exercisable at $0.035 each and expire 3 years from
the date of issue and will otherwise be on the terms and conditions in
Schedule 2.

·      The Director Placement Securities will be issued no later than 1
month after the date of the Meeting.

·      The Director Placement Shares will be issued at a price of $0.02
each, being the same price as those Placement Shares issued to non-related
party participants in the Placement. As the Director Placement Options are
free attaching to the Director Placement Shares, the Company will not receive
any cash consideration for the issue of the Director Placement Options.

·      Refer to Section 3.3(e) for a summary of the intended use of
funds raised from the Placement.

·      The proposed issue of the Director Placement Securities is not
intended to remunerate or incentivise the Participating Directors.

·      There are no other material terms to the proposed issue of the
Director Placement Securities.

·      A voting exclusion statement is included in the Notice.

5.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a
financial benefit to a related party, the Company must:

·      obtain Shareholder approval in the manner set out in sections 217
to 227 of the Corporations Act;

·      give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out
in sections 210 to 216 of the Corporations Act.

The proposed issue of the Director Placement Securities constitutes giving a
financial benefit to a related party of the Company.

The Board (with the Participating Directors abstaining) considers that
Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of the issue of the Director Placement Securities because
the Director Placement Securities will be issued on the same terms as those
Securities issued to non-related party participants in the Placement and as
such the giving of the financial benefit is on arm's length terms.

5.5 Additional information

Resolution 3(a) and Resolution 3(b) are each separate ordinary resolutions.

The Board (with the Participating Directors abstaining due to their personal
interest in the outcome of these Resolutions) recommends that Shareholders
vote in favour of Resolution 3(a) and Resolution 3(b).

 

9.   Resolution 7 - Approval to issue Consideration Shares to Bardin Davis

9.1 General

On 9 January 2026, the Company announced that it had engaged Mr Bardin Davis
as a consultant to the Board on matters of strategy, financing and project
development (Services). Pursuant to that engagement, the Company agreed to pay
50% of the fees for services provided to the Company in Shares pursuant to the
Plan (Consideration Shares).

A summary of the material terms of the engagement of Mr Bardin pursuant to
that consultancy agreement is in Section 9.2 below (Consultancy Agreement).

The Company is proposing, subject to obtaining Shareholder approval, to issue
Consideration Shares pursuant to the Plan to Mr Bardin (or his nominee/s) for
the provision of Services provided to the Company during the period January
2026 to March 2026 in the amount of A$7,615.

Resolution 7 seeks the approval of Shareholders pursuant to Listing Rule 10.14
to approve the issue of the Consideration Shares.

9.2 Consultancy Agreement

The key terms of the Consultancy Agreement are as follows:

a)   Term: 3 months, unless extended.

b)   Consideration: A$200 per hour (capped at $1,400 per day). 50% is
payable in cash and 50% is payable in Shares based on the 5-day volume
weighted average price of the Company's shares prior to the date of issue.

c)   Scope of services: Mr Bardin was engaged to provide certain consulting
services, including: strategic repositioning of the Company; equity market
positioning and investor relations; equity capital raisings; project funding;
and; strategic partnering.

The Consultancy Agreement contains various other provisions which are
considered customary for an agreement of its nature.

9.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the
following persons to acquire Equity Securities under an employee incentive
scheme without the approval of its Shareholders:

a)   a director of the entity (Listing Rule 10.14.1);

b)   an associate of a person referred to in Listing Rule 10.14.1 (Listing
Rule 10.14.2); and

c)   a person whose relationship with the entity or a person referred to in
Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the
acquisition should be approved by security holders.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the
Consideration Shares as approval is being obtained under Listing Rule 10.14.
Accordingly, the issue of the Consideration Shares to Mr Davis (or his
nominee/s) will not be included in the Company's 15% annual placement capacity
in Listing Rule 7.1.

The effect of Shareholders passing Resolution 7 will be to allow the Company
to issue the Consideration Shares to Mr Davis (or his nominee/s).

9.4 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following
information is provided in relation to the proposed issue of the Consideration
Shares:

a)   The Consideration Shares will be issued under the Plan to Mr Davis (or
his nominee/s).

b)   Mr Davis falls into the category stipulated by Listing Rule 10.14.1 by
virtue of being a Director of the Company. In the event the Consideration
Shares are issued to a nominee of Mr Davis, that person will fall into the
category stipulated by Listing Rule 10.14.2.

c)   The number of Consideration Shares to be issued is not fixed or subject
to any floor price. The number of Consideration Shares to be issued will be
based on the 5-day volume weighted average price of the Company's shares prior
to the date of issue.  By way of illustration only, the following table shows
the number of Consideration Shares that could be issued based on:

i.    the current market price ($0.012, being the latest closing price of
Shares on ASX prior to dispatch of this Notice);

ii.    twice the current market price ($0.024); and

iii.   half the current market price ($0.006).

 $0.012  634,583
 $0.024  317,292
 $0.006  1,269,167

d)   The current total remuneration package for Mr Davis is $530,000
(inclusive of superannuation). A$100,000 of this base salary will be paid
after deducting any amount required to be withheld on account of any tax
payable in relation to the issuance of shares (including any PAYG amount
required to be withheld) via the issue of Shares in equal quarterly
instalments and within 120 days of the end of each relevant quarter, subject
to receipt of Shareholder approval.

e)   No Equity Securities have previously been issued under the Plan to Mr
Davis.

f)    A summary of the material terms of the Plan is in Schedule 4.

g)   The value of the Consideration Shares to be issued will be $7,615.

h)   The Consideration Shares will be issued to Mr Davis (or his nominee/s)
as soon as practicable following the Meeting and, in any event, not later than
3 years after the date of the Meeting.

i)    The Consideration Shares will be issued for nil cash consideration
and are being issued as part consideration for the provision of Services
provided to the Company pursuant to the Consultancy Agreement for the period
January 2026 to March 2026.

j)    No loan will be provided in relation to the issue of the
Consideration Shares.

k)   Details of any Securities issued under the Plan will be published in
the annual report of the Company relating to the period in which they were
issued, along with a statement that approval for the issue was obtained under
Listing Rule 10.14.

l)    Any additional persons covered by Listing Rule 10.14 who become
entitled to participate in an issue of Securities under the Plan after the
Resolutions are approved and who were not named in the Notice will not
participate until approval is obtained under Listing Rule 10.14.

m)  A voting exclusion statement is included in the Notice.

9.5 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a
financial benefit to a related party, the Company must:

a)   obtain Shareholder approval in the manner set out in sections 217 to
227 of the Corporations Act;

b)   give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out
in sections 210 to 216 of the Corporations Act.

The proposed issue of the Consideration Shares constitutes giving a financial
benefit to a related party of the Company.

The Board (with Mr Davis abstaining) considers that Shareholder approval
pursuant to Chapter 2E of the Corporations Act is not required in respect of
the issue of the Consideration Shares because the agreement to issue the
Consideration Shares was negotiated on an arm's length basis prior to Mr
Davis' appointment to the Board and therefore falls within the exception
stipulated by section 210 of the Corporations Act.

9.6 Additional information

Resolution 7 is an ordinary resolution.

The Board (with Mr Davis abstaining) recommends that Shareholders vote in
favour of Resolution 7.

 

 

Schedule 1         Additional Definitions

The following definitions are inserted or amended (as applicable) in Schedule
1 of the Notice:

 Addendum                 means this addendum to the Notice of Meeting.
 Participating Directors  has the meaning given to it in Section 5.1.
 Consideration Shares     has the meaning given to it in Section 9.1.
 Consultancy Agreement    has the meaning given to it in Section 9.1.
 Plan                     means the employee securities incentive plan of the Company.
 Services                 has the meaning given to it in Section 9.1.

The following definitions are deleted in Schedule 1 of the Notice:

·      Tranche 2 Placement Securities; and

·      Tranche 2 Placement Shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule 4         Summary of material terms of Plan

A summary of the terms of the Employee Securities Incentive Plan (Plan) is set
out below.

a.        Awards

Award means an Option, a Performance Right, a Share Award and/or a Loan Funded
Share, as the case may be.

b.        Eligible Participant

Eligible Participant means

any Director or a person who is a full-time or part-time employee of the
Company or its Related Bodies Corporate who is declared by the Board in its
sole and absolute discretion to be eligible to receive grants of Awards under
the Plan; or

any other person providing services to the Group and who is declared by the
Board in its sole and absolute discretion to be eligible to receive grants of
Awards under the Plan.

c.        Administration of the Plan

The Plan will be administered by the Board in accordance with the Plan rules.

d.        Purpose

The purpose of the Plan is to:

·    assist in the reward, retention and motivation of Eligible
Participants;

·    link the reward of Eligible Participants to Shareholder value
creation; and

·    align the interests of Eligible Participants with Shareholders by
providing an opportunity to Eligible Participants to earn rewards via an
equity interest in the Company based on creating Shareholder value.

e.        Maximum Award Allocation

Unless prior Shareholder Approval is obtained, the number of Awards which may
be granted under the Plan must not at any time exceed in aggregate 10% of the
total issued capital of the Company at the date of any proposed new Awards.

f.         Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may
participate in the Plan and make an invitation to that Eligible Participant to
apply for any (or any combination) of the different types of Awards on such
terms and conditions as the Board decides.

 

On receipt of an Invitation, an Eligible Participant may apply for the Awards
the subject of the invitation by sending a completed application form to the
Company. The Board may accept an application from an Eligible Participant in
whole or in part

 

If an Eligible Participant is permitted in the invitation, the Eligible
Participant may, by notice in writing to the Board, nominate a party in whose
favour the Eligible Participant wishes to renounce the invitation.

 

g.        Terms of Awards

The terms and conditions of Awards offered or granted under these Rules to
each Eligible Participant will be determined by the Board in its sole and
absolute discretion.

h.        Grant of Awards

The Company will, to the extent that it has accepted a duly completed
application, grant the Eligible Participant the relevant number of Awards,
subject to the terms and conditions set out in the Invitation, the Plan rules
and any ancillary documentation required.

i.         Terms of Options and Performance Rights

Each Option and/or Performance Right (Convertible Security) represents a right
to acquire one or more Shares (for example, under an option or performance
right), subject to the terms and conditions of the Plan. Prior to a
Convertible Security being exercised a Participant does not have any interest
(legal, equitable or otherwise) in any Share the subject of the Convertible
Security by virtue of holding the Convertible Security. A Participant may not
sell, assign, transfer, grant a security interest over or otherwise deal with
a Convertible Security that has been granted to them unless otherwise
determined by the Board. A Participant must not enter into any arrangement for
the purpose of hedging their economic exposure to a Convertible Security that
has been granted to them.

j.         Vesting of a Convertible Security

Any vesting conditions applicable to the grant of Convertible Securities will
be described in the invitation. If all the vesting conditions are satisfied
and/or otherwise waived by the Board, a vesting notice will be sent to the
Participant by the Company informing them that the relevant Convertible
Securities have vested. Unless and until the vesting notice is issued by the
Company, the Convertible Securities will not be considered to have vested. For
the avoidance of doubt, if the vesting conditions relevant to a Convertible
Security are not satisfied and/or otherwise waived by the Board, that
Convertible Security will lapse.

k.        Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed
notice of exercise and, subject to a cashless exercise of Options (see below),
pay the exercise price (if any) to or as directed by the Company, at any time
following vesting of the Convertible Security (if subject to vesting
conditions) and prior to the expiry date as set out in the invitation or
vesting notice.

 

The Board may determine in its sole and absolute discretion that a Participant
will not be required to provide payment of the exercise price of Options, but
that on exercise of the Options the Company will only allot and issue or
transfer that number of Plan Shares to the Participant that are equal in value
to the difference between the exercise price otherwise payable in relation to
the Options and the then Market Value of the Plan Shares as at the time of the
exercise (with the number of Plan Shares rounded down).

 

An invitation may specify that at the time of exercise of the Convertible
Securities, the Participant may elect not to be required to provide payment of
the exercise price for the number of Convertible Securities specified in a
notice of exercise, but that on exercise of those Convertible Securities the
Company will transfer or issue to the Participant that number of Shares equal
in value to the positive difference between the Market Value of the Shares at
the time of exercise and the exercise price that would otherwise be payable to
exercise those Convertible Securities.

 

Market Value means:

·    in relation to Options and Performance Rights, a value determined by
application of a valuation methodology approved by the Board; and

·    in relation to Share Awards, Loan Funded Shares and Plan Shares, the
'volume weighted average market price' (as that term is defined in the Listing
Rules) per Share during the previous five trading days.

A Convertible Security may not be exercised unless and until that Convertible
Security has vested in accordance with the Plan rules, or such earlier date as
set out in the Plan rules.

 

Options must be exercised in multiples of 100 unless fewer than 100 Options
are held by a Participant or the Board otherwise agrees.

l.         Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a
Participant, the Company will issue or cause to be transferred to that
Participant the number of Shares to which the Participant is entitled under
the Plan rules and issue a substitute certificate for any remaining
unexercised Convertible Securities held by that Participant.

m.       Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible
Participant or becomes insolvent, all unvested Convertible Securities will
automatically be forfeited by the Participant, unless the Board otherwise
determines in its discretion to permit some or all of the Convertible
Securities to vest.

 

Where the Board determines that a Participant has acted fraudulently or
dishonestly; committed an act which has brought the Company, the Group or any
entity within the Group into disrepute, or wilfully breached his or her duties
to the Group or where a Participant is convicted of an offence in connection
with the affairs of the Group; or has a judgment entered against him or her in
any civil proceedings in respect of the contravention by the Participant of
his or her duties at law, in equity or under statute, in his or her capacity
as an employee, consultant or officer of the Group, the Board may in its
discretion deem all unvested Convertible Securities held by that Participant
to have been forfeited.

 

Unless the Board otherwise determines, or as otherwise set out in the Plan
rules:

·    any Convertible Securities which have not yet vested will be
forfeited immediately on the date that the Board determines (acting reasonably
and in good faith) that any applicable vesting conditions have not been met or
cannot be met by the relevant date; and

·    any Convertible Securities which have not yet vested will be
automatically forfeited on the expiry date specified in the invitation or
vesting notice.

n.        Change of control

If a change of control event occurs in relation to the Company, or the Board
determines that such an event is likely to occur, the Board may in its
discretion determine the manner in which any or all of the Participant's
Convertible Securities will be dealt with, including, without limitation, in a
manner that allows the Participant to participate in and/or benefit from any
transaction arising from or in connection with the change of control event
provided that, in respect of Convertible Securities, the maximum number of
Convertible Securities (that have not yet been exercised) that the Board may
determine will vest and be exercisable into Shares under this Rule is that
number of Convertible Securities that is equal to 10% of the Shares on issue
immediately following vesting under this Rule, which as far as practicable
will be allocated between holders on a pro-rata basis on the basis of their
holdings of Convertible Securities on the date of determination of vesting.

o.        Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company
(including any subdivision, consolidation, reduction, return or cancellation
of such issued capital of the Company), the rights of each Participant holding
Convertible Securities will be changed to the extent necessary to comply with
the Listing Rules applicable to a reorganisation of capital at the time of the
reorganisation.

 

Unless otherwise determined by the Board, a holder of Convertible Securities
does not have the right to participate in a pro rata issue of Shares made by
the Company or sell renounceable rights.

p.        Convertible Securities participation rights

There are no participation rights or entitlements inherent in the Convertible
Securities and holders are not entitled to participate in any new issue of
Shares of the Company during the currency of the Convertible Securities
without exercising the Convertible Securities.

q.        Share Awards

The Board may from time to time make an invitation to an Eligible Participant
to acquire Share Awards under the Plan. The Board will determine in its sole
and absolute discretion the acquisition price (if any) for each Share Award
which may be nil. The Share Awards may be subject to performance hurdles
and/or vesting conditions as determined by the Board.

 

Where Share Awards granted to a Participant are subject to performance hurdles
and/or vesting conditions, the Participant's Share Awards will be subject to
certain restrictions until the applicable performance hurdles and/or vesting
conditions (if any) have been satisfied, waived by the Board or are deemed to
have been satisfied under these Rules.

 

Following the issue of a vesting notification to the Participant, the Share
Awards held by the Participant will no longer be subject to any restrictions
and may be transferred or sold by the Participant, subject to compliance with
applicable laws, the Company's Securities Trading Policy and the terms of the
Plan.

r.         Loan Funded Shares

The Board may from time to time make an invitation to an Eligible Participant
to acquire Loan Funded Shares under the Plan. The Board will determine in its
sole and absolute discretion the acquisition price (if any) for each Loan
Funded Shares which may be nil. The Loan Funded Shares may be subject to
performance hurdles and/or vesting conditions as determined by the Board.

 

Where Loan Funded Shares granted to a Participant are subject to performance
hurdles and/or vesting conditions, the Participant's Loan Funded Shares will
be subject to certain restrictions until the applicable performance hurdles
and/or vesting conditions (if any) have been satisfied, waived by the Board or
are deemed to have been satisfied under these Rules.

 

Following the issue of a vesting notification to the Participant, the Loan
Funded Shares held by the Participant will no longer be subject to any
restrictions and may be transferred or sold by the Participant, subject to
compliance with applicable laws, the Company's Securities Trading Policy and
the terms of the Plan.

 

When the Company makes an Invitation to an Eligible Participant to acquire
Loan Funded Shares, the Company will also offer the Eligible Participant a
Loan on terms and conditions to be determined by the Board, for the amount of
the acquisition price of the Loan Funded Shares, for the purposes of acquiring
all or part of the Loan Funded Shares the subject of the invitation.

 

The loan amount may accrue interest as determined by the Board.

 

A Participant may repay all or part of a Loan at any time before the
expiration of the Loan term, and at the expiration of the Loan term the
Participant must immediately repay all of the Loan.

s.        Rights Attaching to Share Awards, Loan Funded Shares and Plan
Shares

Any Share Awards, Loan Funded Shares and/or Plan Shares allotted, issued or
transferred by the Company to a Participant under the Plan will rank equally
with all existing Shares on and from the date of allotment, issue or transfer,
including in respect of all rights and bonus issues.

 

A Participant will have a vested and indefeasible entitlement to any dividends
declared and distributed by the Company on any Share Awards, Loan Funded
Shares and/or Plan Shares which, at the record date for determining
entitlement to those dividends, are standing to the account of the
Participant.

 

The Participant may also participate in any dividend reinvestment plan
operated by the Company in respect of Share Awards, Loan Funded Shares
(provided the Loan has been fully repaid) and/or Plan Shares held by the
Participant.

t.         Disposal restrictions

If the invitation provides that any Share Awards, Loan Funded Shares and/or
Plan Shares held by any Participants are subject to any restrictions as to the
disposal or other dealing by a Participant for a period, the Board may
implement any procedure it deems appropriate to ensure the compliance by the
Participant with this restriction.

 

For so long as Share Awards, Loan Funded Shares and/or Plan Shares held by any
Participants are subject to any disposal restrictions under the Plan, the
Participant will not:

 

·    transfer, encumber or otherwise dispose of, or have a security
interest granted over that security; or

·    take any action or permit another person to take any action to remove
or circumvent the disposal restrictions without the express written consent of
the Company.

u.        Buy-back

Subject to applicable law, the Company may at any time buy-back Awards and/or
Plan Shares in accordance with the terms of the Plan.

v.        Compliance with applicable law

No act will be done or determination made in accordance with the Plan rules
where to do so would be a breach of any applicable laws, and where any such
act is done or determination made it will be considered void and to the extent
possible be unwound and of no effect in respect of Awards and/or Plan Shares.

w.        Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any
provisions of the Plan rules, including (without limitation) the terms and
conditions upon which any Awards that have been granted under the Plan and
determine that any amendments to the Plan rules be given retrospective effect,
immediate effect or future effect.

 

No amendment to any provision of the Plan rules may be made if the amendment
materially reduces the rights of any Participant as they existed before the
date of the amendment, other than an amendment introduced primarily for the
purpose of complying with legislation or to correct manifest error or mistake,
amongst other things, or is agreed to in writing by all Participants.

x.        Plan duration

The Plan continues in operation until the Board decides to end it. The Board
may from time to time suspend the operation of the Plan for a fixed period or
indefinitely and may end any suspension. If the Plan is terminated or
suspended for any reason, that termination or suspension must not prejudice
the accrued rights of the Participants.

 

If a Participant and the Company (acting by the Board) agree in writing that
some or all of the Awards granted to that Participant are to be cancelled on a
specified date or on the occurrence of a particular event, then those Awards
may be cancelled in the manner agreed between the Company and the Participant.

 

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