REG - Europa Metals Ltd - Notice of Annual General Meeting

Europa MetalsAnnouncement

07/11/2022 07:00

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RNS Number : 4302F  Europa Metals Ltd  07 November 2022

7 November 2022

Europa Metals Ltd

("Europa Metals", the "Company" or the "Group") (AIM, AltX: EUZ)

Notice of Annual General Meeting

Europa Metals, the European focused lead-zinc and silver developer, announces
that it will hold an Annual General Meeting ("AGM") of its Shareholders at
10.00 a.m. (UK time) on Wednesday, 30 November 2022. The formal Notice of AGM
("Notice") and associated documentation relating to the AGM have been
submitted to ASIC.

The Notice and the accompanying Explanatory Statement are set out in full at
the end of this announcement and should be read by Shareholders in their
entirety. In addition, the Notice can be viewed and downloaded from the
Company's website via the following link:
http://www.europametals.com/site/aim-rule-261/shareholder-communication
(http://www.europametals.com/site/aim-rule-261/shareholder-communication)

Defined terms used in this announcement have the same meanings as those
ascribed to them in the Notice and/or Explanatory Statement unless the context
requires otherwise.

For further information on the Company, please visit www.europametals.com or
contact:

 

Europa Metals Ltd

Dan Smith, Non-Executive Director and Company Secretary (Australia)

T: +61 417 978 955

Myles Campion, Executive Chairman and acting CEO (UK)

T: +44 (0)20 3289 9923

Strand Hanson Limited (Nominated Adviser)

Rory Murphy/Matthew Chandler

T: +44 (0)20 7409 3494

WH Ireland Limited (Broker)

Harry Ansell/Dan Bristowe/Katy Mitchell/Sarah Mather

T: +44 (0)20 7 220 1666

Questco Corporate Advisory Proprietary Limited (JSE Sponsor)

Sharon Owens

T: +27 (11) 011 9212

 

Europa Metals Ltd

ACN 097 532 137

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the members of Europa
Metals Ltd (the Company) will be held on the date and at the location and time
specified below:

 

 

DATE:                           Wednesday, 30
November 2022

 

LOCATION:                 15 Stratton Street, London W1J 8LQ

 

TIME:                            10.00 a.m. UK time
/ 12.00 p.m. SA time / 6.00 p.m. AWST

 

BUSINESS:                  The business of the Annual General
Meeting is to consider and if thought fit to pass the Resolutions set out in
the enclosed agenda.

 

The Notice can be viewed and downloaded from the Company's website at:
www.europametals.com (http://www.europametals.com) . Should you wish to
discuss the matters in this Notice please do not hesitate to contact the
Company Secretary, Mr Dan Smith on +61 (8) 9486 4036 or by email at
Dsmith@europametals.com. Alternatively, you should consult your licensed
financial adviser, stockbroker or other professional adviser.

 

TIME AND PLACE OF MEETING AND HOW TO VOTE

 

VENUE

 

An Annual General Meeting of the Shareholders of Europa Metals Ltd will be
held at 15 Stratton Street, London W1J 8LQ on Wednesday, 30 November 2022 at
10.00 a.m. (UK time) (the Meeting).

 

YOUR VOTE IS IMPORTANT

 

The business of the Meeting affects your shareholding and your vote is
important.

 

VOTING AND PARTICIPATING IN THE MEETING

 

VOTING IN PERSON

 

A Shareholder that is an individual may attend and vote in person at the
Meeting. If you wish to attend the Meeting, please bring the enclosed Proxy
Form to the Meeting to assist in registering your attendance and the number of
votes. Kindly arrive 20 minutes prior to the start of the Meeting to
facilitate this registration process.

 

For their votes to be counted, holders of depository interests (DI Holders)
must submit their CREST Voting Instruction (as defined below) to the Company's
agent by the required cut-off time set out below. Alternatively, DI Holders
can vote using the Form of Instruction.

 

VOTING BY CORPORATE REPRESENTATIVE

 

A Shareholder that is a corporation may appoint an individual to act as its
representative and to vote at the Meeting in accordance with section 250D of
the Corporations Act. The representative should bring to the Meeting evidence
of his or her appointment, including any authority under which the appointment
is signed. The appropriate "Appointment of Corporate Representative" form
should be completed and produced prior to admission to the Meeting. This form
may be obtained from the Company's share registry.

 

VOTING BY PROXY

 

Shareholders are strongly urged to appoint the Chairman of the Meeting as
their proxy. Shareholders can complete the proxy form to provide specific
instructions on how a shareholder's vote is to be cast on each item of
business and the Chairman of the Meeting must follow your instructions.

 

Australia (Proxy Forms)

To vote by proxy, please complete and sign the enclosed Proxy Form and return
it by the time and in accordance with the instructions set out on the Proxy
Form.

 

In accordance with section 249L of the Corporations Act, Shareholders are
advised that:

 

·     A Shareholder (either an individual or a body corporate) who is
entitled to attend and vote at the Meeting is entitled to appoint a proxy
which may be a body corporate or an individual.

·     A proxy need not be a Shareholder.

·     A Shareholder who is entitled to cast two or more votes may appoint
two proxies and may specify the proportion or number of votes each proxy is
appointed to exercise, but where the proportion or number is not specified,
each proxy may exercise half of the total votes. If you wish to appoint a
second proxy, an additional proxy form may be obtained by telephoning the
Company's share registry or you may copy the enclosed Proxy Form. To appoint a
second proxy, you must follow the instructions on the Proxy Form.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy and
Shareholders and their proxies should be aware of these provisions which
generally provide that:

 

(a)      if proxy holders vote, they must cast all directed proxies as
directed; and

(b)      any directed proxies which are not voted will automatically
default to the Chairman, who must vote the proxies as directed.

 

If the proxy has two or more appointments that specify different ways to vote
on a resolution, the proxy must not vote on that resolution on a show of
hands.

 

The enclosed Proxy Form provides further details on voting entitlement,
appointing proxies and lodging proxy forms. To vote by proxy, please complete,
sign and return the enclosed Proxy Form. In order for it to be valid, your
Proxy Form (and any power of attorney under which it is signed) must be
received at one of the addresses given below at least 48 hours before the
Meeting, being by 10.00 a.m. (UK time)/6.00 p.m. (AWST) on 28 November 2022.
Any Proxy Form received after that time will not be valid for the Meeting.

 

 

Online                             at
www.investorvote.com.au (http://www.investorvote.com.au/)

 

By mail                            Share Registry -
Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria
3001, Australia

 

By fax                              1800 783 447
(within Australia)

          +61 3 9473 2555 (outside Australia)

 

By mobile                       Scan the QR Code on your
Proxy Form and follow the prompts

 

Custodian voting             For Intermediary Online subscribers
only (custodians), please visit www.intermediaryonline.com
(http://www.intermediaryonline.com/) to submit your voting intentions.

 

South Africa (Proxy Forms)

 

The enclosed Proxy Form provides further details on voting entitlement,
appointing proxies and lodging proxy forms. If a Shareholder appoints a body
corporate as its proxy and the body corporate wishes to appoint an individual
as its representative, the body corporate should provide that person with a
certificate or letter executed in accordance with the Corporations Act
authorising him or her to act as that company's representative. The authority
may be sent to the Company or its share registry in advance of the Meeting.

 

To vote by proxy, please complete and sign the Proxy Form enclosed and deliver
the Proxy Form to:

 

Computershare Investor Services (Proprietary) Ltd, Rosebank Towers, 15
Biermann Avenue, Rosebank, 2196 South Africa Private Bag X9000, Saxonwold,
2132) or email to: proxy@computershare.co.za to reach them by no later than
12.00 p.m. (SA time on 28 November 2022).

 

All beneficial owners whose shares have been dematerialised through a CSDP or
broker other than with "own-name" registration, must provide the CSDP or
broker with their voting instructions in terms of their custody agreement
should they wish to vote at the Annual General Meeting. Alternatively, they
may request the CSDP or broker to provide them with a letter of
representation, in terms of their custody agreements, should they wish to
attend the Annual General Meeting. Such Shareholder must not complete the
attached form of proxy.

 

United Kingdom (CREST Voting Instructions)

 

DI Holders may transmit voting instructions by utilising the CREST voting
service in accordance with the procedures described in the CREST Manual. CREST
personal members or other CREST sponsored members, and those CREST members who
have appointed a voting service provider, should refer to their CREST sponsor
or voting service provider, who will be able to take appropriate action on
their behalf.

 

In order for instructions made using the CREST voting service to be valid, the
appropriate CREST message (a CREST Voting Instruction) must be properly
authenticated in accordance with Euroclear's specifications and must contain
the information required for such instructions, as described in the CREST
Manual (available via www.euroclear.com/CREST
(http://www.euroclear.com/CREST)) ). (http://www.euroclear.com/CREST))

 

To be effective, the CREST Voting Instruction must be transmitted so as to be
received by the Company's agent (3RA50) by no later than 10.00 a.m. (UK
time)on Thursday, 24 November 2022. For this purpose, the time of receipt will
be taken to be the time (as determined by the timestamp applied to the CREST
Voting Instruction by the CREST applications host) from which the Company's
agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in
the manner prescribed by CREST. Holders of Depositary Interests in CREST and,
where applicable, their CREST sponsors or voting service providers should note
that Euroclear does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will therefore
apply in relation to the transmission of CREST Voting Instructions. It is the
responsibility of the DI Holder concerned to take (or, if the DI Holder is a
CREST personal member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service provider takes)
such action as shall be necessary to ensure that a CREST Voting Instruction is
transmitted by means of the CREST voting service by any particular time. In
this regard, DI Holders and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.

 

United Kingdom (Form of Instruction)

 

Alternatively, DI Holders can vote by completing, signing and returning the
Form of Instruction to the Depositary (3RA50) no later than 10.00 a.m. (UK
time) on 24 November 2022.

 

Entitlement to vote and the number of votes which may be cast thereat will be
determined by reference to the Depositary Interest Register at close of
business on 23 November 2022. Changes to entries on the Depositary Interest
Register after that time shall be disregarded.

 

CUSTODIAN VOTING

 

For Intermediary Online subscribers only (custodians), please visit
www.intermediaryonline.com (http://www.intermediaryonline.com/) to submit your
voting intentions.

 

VOTING VIA A POLL

 

All resolutions under this Notice will be determined by way of a poll.

 

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company.
Questions must be submitted by emailing the Company Secretary at
dsmith@europametals.com by 5.00 p.m. (UK time) on Monday, 28 November 2022.

 

Shareholders will also have the opportunity to submit questions during the
Meeting in respect of the formal items of business. In order to ask a question
during the Meeting, please follow the instructions from the Chair.

 

The Chair will attempt to respond to any questions raised during the Meeting.
Shareholders are limited to a maximum of two questions each (including any
submitted in advance of the Meeting). The Chair will request prior to a
Shareholder asking a question that they identify themselves (including the
entity name of their shareholding and the number of Shares they hold).

Europa Metals Ltd
ACN 097 532 137

 

NOTICE OF ANNUAL GENERAL MEETING

 

Notice is hereby given that an Annual General Meeting of the Shareholders of
Europa Metals Ltd will be held at 10.00 a.m. (UK time) / 6.00 p.m. (AWST) on
Wednesday, 30 November 2022 at 15 Stratton Street, London W1J 8LQ.

 

The explanatory statement accompanying this Notice (Explanatory Statement)
provides additional information on the matters to be considered at the Meeting
and a glossary of defined terms not defined in full in this Notice. The
Explanatory Statement and the enclosed Proxy Form, or Form of Instruction if
you are a DI Holder, form part of this Notice.

 

The Board has determined, pursuant to Regulations 7.11.37 and 7.11.38 of the
Corporations Regulations, that the persons eligible to vote at the Annual
General Meeting are those who are registered Shareholders of the Company at
6.00 p.m. (AWST) on 28 November 2022. Accordingly, transactions registered
after that time will be disregarded in determining entitlements to attend and
vote at the Meeting.

 

AGENDA

 

FINANCIAL STATEMENTS AND DIRECTORS' REPORT

 

The financial statements, Directors' Report and Auditor's Report for the year
ended 30 June 2022 are to be tabled.

 

RESOLUTIONS

 

1.         Re-election of Daniel Smith as a director

 

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

 

"That Mr Daniel Smith, who retires in accordance with clause 11.3 of the
Constitution and, whom being eligible, offers himself for election, be
re-elected as a director of the Company."

 

The Chairman intends to vote all undirected proxies IN FAVOUR of Resolution 1.

 

2.         Re-election of Myles Campion as a director

 

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

 

"That Mr Myles Campion, who retires in accordance with clause 11.3 of the
Constitution and, whom being eligible, offers himself for election, be
re-elected as a director of the Company."

 

The Chairman intends to vote all undirected proxies IN FAVOUR of Resolution 2.

 

3.         Authority to allot securities for non-cash consideration
purposes

 

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

 

"That Shareholders approve and authorise the Directors to allot new equity
securities up to 50% of the issued share capital of the Company as at the date
of the Meeting for non-cash consideration purposes and that this authority
shall expire on the earlier of the conclusion of the next annual general
meeting of the Company and the date of twelve (12) months from the date of
passing this resolution, and otherwise on the terms and conditions set out in
the Explanatory Statement."

The Chairman intends to exercise all undirected proxies IN FAVOUR of
Resolution 3.

4.                  Disapplication of Pre-emption Rights
(authority to allot securities for cash consideration purposes)

 

To consider, and if thought fit, to pass with or without amendment the
following as a Special Resolution:

 

"That the Directors be authorised to allot and issue equity securities for
cash limited to 40,018,457 equity securities (being equal to 50% of the issued
share capital of the Company as at the date of the Meeting, assuming that no
other shares are issued prior to the Meeting) and that this authority shall
expire at the earlier of the conclusion of the next annual general meeting of
the Company and the date of twelve (12) months from the date of passing this
resolution."

The Chairman intends to exercise all undirected proxies IN FAVOUR of
Resolution 4.

 

BY ORDER OF THE BOARD

 

 

Daniel Smith

Director/Company Secretary

DATED 7 November 2022

 

Europa Metals Ltd
ACN 097 532 137

 

EXPLANATORY STATEMENT TO SHAREHOLDERS

 

INTRODUCTION

 

This Explanatory Statement has been prepared for the information of
Shareholders of the Company in connection with the Resolutions to be
considered at the Annual General Meeting to be held at 15 Stratton Street,
London W1J 8LQ on Wednesday, 30 November 2022 at 10.00 a.m. (UK time) / 6.00
p.m. (AWST).

 

This Explanatory Statement should be read in conjunction with the accompanying
Notice of Meeting.

 

The purpose of this Explanatory Statement is to provide information which the
Board believes to be material to Shareholders in deciding whether or not to
pass the Resolutions set out in the Notice.

 

 

FINANCIAL STATEMENTS AND DIRECTORS' REPORT

 

The Corporations Act requires the Directors' Report, the Auditor's Report and
the annual financial report, including the financial statements, to be put
before the Meeting. The Corporations Act does not require a vote of
Shareholders at the Meeting on the reports or statements. However,
Shareholders will be given an opportunity to raise questions on the reports
and statements for the year ended 30 June 2022 at the Meeting.

 

1.         RESOLUTIONS 1 & 2: RE-ELECTION OF DIRECTORS

 

Clause 11.3 of the Company's Constitution requires at the Company's annual
general meeting each year, one‐third of the Directors for the time being,
or, if their number is not a multiple of 3, then the number nearest
one‐third (rounded upwards in case of doubt), shall retire from office.
Clause 11.6 of the Company's Constitution further provides that no Director
except a Managing Director shall hold office for a period in excess of 3
years, or until the third annual general meeting following his or her
appointment, whichever is the longer, without submitting himself for
re‐election. Each of the directors Myles Campion and Daniel Smith were last
re-elected by shareholders at the Company's 2019 AGM.

 

Pursuant to clause 11.3 of the Constitution both Daniel Smith and Myles
Campion retire by rotation at the Meeting and, being eligible, offer
themselves for re-election as directors of the Company.

 

In the event that Resolutions 1 and 2 are passed, the Board will consist of Mr
Myles Campion (Executive Chairman and Interim-CEO), Dr Evan Kirby
(Non-Executive Director) and Daniel Smith (Non-Executive Director and Company
Secretary).

 

Profiles for Mr Smith and Mr Campion set out in the Company's recent Annual
Report.

 

Mr Smith has an interest in Resolution 1 and refrains from making any
recommendation as to how Shareholders should vote on the Resolution. The
Company's remaining directors recommend that Shareholders vote IN FAVOUR of
Resolution 1.

 

The Chairman intends to vote all undirected proxies IN FAVOUR of Resolution 1.

 

Mr Campion has an interest in Resolution 2 and refrains from making any
recommendation as to how Shareholders should vote on the Resolution. The
Company's remaining directors recommend that Shareholders vote IN FAVOUR of
Resolution 2.

 

The Chairman intends to vote all undirected proxies IN FAVOUR of Resolution 2.

 

2.         RESOLUTION 3: GENERAL AUTHORITY TO ALLOT SECURITIES FOR
NON-CASH CONSIDERATION PURPOSES

 

2.1          Introduction

Pursuant to Resolution 3, the Directors be and are hereby generally and
unconditionally authorised to exercise all the powers of the Company to allot
shares in the Company and grant rights to subscribe for or to convert any
security into shares in the Company up to 50% of the issued share capital of
the Company as at the date of the Meeting for non-cash consideration purposes
to such persons and at such times and on such terms and conditions as the
Directors think proper. An authority given under Resolution 3 will expire at
the earlier of the conclusion of the next annual general meeting of the
Company and the date twelve (12) months from the date of passing of Resolution
3.

 

2.2          Clause 3.7(a) of the Company's Constitution

Clause 3.6 of the Company's Constitution contains certain pre-emption rights
which require the Company to make an offer of shares to Shareholders pro rata
to their existing holdings prior to offering shares to another person.

 

Clause 3.7(a) of the Company's Constitution enables the issue of equity
securities which are wholly paid up otherwise than in cash free of such
pre-emption rights where this is approved by an Ordinary Resolution of the
Company's Shareholders. Resolution 3 seeks, as an exception to the pre-emption
rights under Clause 3.6 of the Company's Constitution, Shareholder approval
under Clause 3.7(a) of the Company's Constitution to authorise the Directors
to issue shares up to 50% of the issued share capital of the Company as at the
date of the Meeting for non-cash consideration purposes.

 

By way of example using the issued share capital of the Company as at the date
of the Meeting (assuming that no other shares are issued prior to the
Meeting), approval to issue 50% of the Company's share capital pursuant to
this Resolution would represent 40,018,457 Shares.

 

In exercising their powers to issue shares under Resolution 3 for non-cash
consideration, the Directors must act in good faith and in the best interests
of the Company.  Furthermore, any issue of equity securities to related
parties is subject to Chapter 2E of the Corporations Act.

 

2.3          Directors' recommendation and basis of recommendation

The Directors unanimously recommend that Shareholders vote IN FAVOUR of
Resolution 3 as it affords the Company the flexibility to potentially issue
shares for non-cash consideration.

 

3.         RESOLUTION 4: DISAPPLICATION OF PRE-EMPTION RIGHTS
(AUTHORITY TO ALLOT SECURITIES FOR CASH CONSIDERATION PURPOSES)

 

3.1          Introduction

Clause 3.6 of the Company's Constitution contains certain pre-emption rights
which require the Company to make an offer of shares to Shareholders pro rata
to their existing holdings before the Company may issue shares to another
person.

 

3.2          Disapplication Resolution

Clause 3.8 of the Company's Constitution sets out the process for a
disapplication resolution under which the Company may resolve, by a special
resolution, that the Directors are authorised to issue a maximum number of
shares for cash without complying with the pre-emption rights in Clause 3.6 (a
Disapplication Resolution).

 

Resolution 4 seeks Shareholder approval under Clause 3.8 of the Company's
Constitution to authorise the Directors to issue up to 50% of the Company's
issued share capital as at the date of the Meeting (assuming that no other
shares are issued prior to the Meeting) (being 40,018,457 Shares) without
first offering them to all Shareholders of the Company on a pro rata basis,
provided the conditions set out in this Resolution are met.  An authority
given under Resolution 4 will expire at the earlier of the conclusion of the
next annual general meeting of the Company and the date twelve (12) months
from the date of passing of Resolution 4.

 

The minimum issue price of shares issued under the authority approved by
Resolution 4 is 50% of the 5 day VWAP of the Company's Shares prior to the
date the Company agrees to issue the shares. This formula was chosen as it
provides the Company with flexibility in raising funds whilst protecting
shareholders' interests.

 

The Company's ability to issue shares under Resolution 4 (assuming it is
approved by Shareholders) is in addition to the ability to issue shares under
Resolution 3 for non-cash consideration.

 

3.3          Additional information

Resolution 4 is proposed as a Special Resolution in accordance with Clause 3.8
of the Company's Constitution. For a special resolution to be passed, at least
75% of the votes cast by Shareholders present and entitled to vote on the
resolution must be in favour of the resolution.

3.4          Directors' recommendation and basis of recommendation

The Directors unanimously recommend that Shareholders vote IN FAVOUR of
Resolution 4 as whilst the Company is developing its assets and not generating
revenue, it will give the Company additional flexibility in raising further
capital as and when required.

 

GLOSSARY

 

In the Notice and this Explanatory Statement:

 $ or AUD                           means Australian dollars.
 Annual General Meeting or Meeting  means the Annual General Meeting of Shareholders to be held at 15 Stratton
                                    Street, London W1J 8LQ on Wednesday, 30 November 2022 at 10.00 a.m. (UK time).
 Annual Report                      means the Director's Report, the Financial Statements and the Auditor's Report
                                    in respect to the financial year ended 30 June 2022.
 AIM                                means the AIM market operated by London Stock Exchange plc.
 AWST                               means Australian Western Standard Time.
 Board                              means the current board of directors of the Company.
 Chairman or Chair                  means the person appointed to chair the Meeting of the Company convened by
                                    this Notice.
 Company                            means Europa Metals Ltd ACN 097 532 137.
 Constitution                       means the current constitution of the Company as amended from time to time.
 Corporations Act                   means the Corporations Act 2001 (Cth).
 Corporations Regulations           means the Corporations Regulations 2001 (Cth).
 Directors                          means the directors of the Company, being, at the date of this Notice of
                                    Meeting, Myles Campion, Evan Kirby and Daniel Smith.
 DI Holders                         means holders of depositary interests in the Company.
 Explanatory Statement              means the explanatory statement accompanying the Notice.
 Form of Instruction                means, for DI Holders, the form of instruction enclosed with this Notice.
 Notice of Meeting or Notice        means this notice of Annual General Meeting including the Explanatory
                                    Statement.
 Ordinary Resolution                means a Resolution to be passed by a simple majority of Shareholders (entitled
                                    to vote) that vote on the Resolution (in person, by proxy, by attorney or, in
                                    the case of a corporate Shareholder, by a corporate representative).
 Pence or p                         means Great British pence.
 Proxy Form                         means, for Shareholders, the proxy form enclosed with this Notice.
 Resolution                         means a resolution set out in this Notice of Meeting.
 Share                              means an ordinary share in the Company.
 Shareholder                        means a holder of Shares in the Company.
 Special Resolution                 means a Resolution to be passed by at least 75% of Shareholders (entitled to
                                    vote) that vote on the Resolution (in person, by proxy, by attorney or, in the
                                    case of a corporate Shareholder, by a corporate representative).
 VWAP                               means the volume weighted average price of trades in the Company's Shares on
                                    AIM.
 All references in this Notice to "£", "pence" or "p" are to the lawful
 currency of the United Kingdom.

 All references in this Notice to "A$", "$", "c" or "cents" are to the lawful
 currency of Australia.

 

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