Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
ASX Announcement
11 April 2025
Notice of Meeting
Felix Gold Limited (ASX: FXG) is pleased to attach a copy of the following documents in relation to a General
Meeting of Shareholders to be held on 12 May 2025 at 12.00pm (Brisbane Time) (General Meeting).
1.
2.
3.
Letter to Shareholders regarding arrangements for the General Meeting as despatched to
Shareholders;
Notice of General Meeting; and
Proxy Form.
This announcement has been authorised for release by the Company Secretary.
ENDS
Enquiries
Joseph Webb
Executive Director
Felix Gold Limited
Ph: +61 422 955 411
E: joe.webb@felixgold.com.au
Reach Markets
Investor and Media Relations
Reach Markets
Ph: 1300 805 795
E: ir@reachmarkets.com.au
To stay up to date with company news, register your details on the Felix Gold investor portal.
Felix Gold Limited (ASX.FXG)
Level 1, 371 Queen Street, Brisbane QLD 4000
Tel: +61 7 3054 7108
∙ Email: contact@felixgold.com.au
∙
Web: www.felixgold.com.au
11 April 2025
Dear Shareholders,
I am pleased to invite you to the General Meeting of the Company’s Shareholders (Meeting) to be held at
Level 1, 371 Queen Street Brisbane QLD 4000 at 12.00pm (Brisbane time) on 12 May 2025.
A notice of meeting and accompanying explanatory memorandum was released to ASX on 11 April 2025
(together Notice of Meeting) in respect of the Meeting of the Company’s Shareholders.
In accordance with Treasury Laws Amendments (2022 Measures No. 1) Act 2021, the Company will not
be sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and
downloaded from www.felixgold.com.au. Alternatively, a complete copy of the meeting documents has
been posted to the Company’s ASX market announcements page. If you have elected to receive notices
by email a communication will be sent to your nominated email address. If you have not elected to receive
notices by email a copy of your proxy form will be posted to you, together with this Letter.
For further information, please contact the Company Secretary by telephone on +61 7 3054 7108 or by
email at cosec@felixgold.com.au.
Yours sincerely
Felix Gold Limited
Craig J McPherson
Company Secretary
Felix Gold Limited (ASX.FXG)
Level 1, 371 Queen Street, Brisbane QLD 4000
Tel: +61 7 3054 7108
∙ Email: contact@felixgold.com.au
∙
Web: www.felixgold.com.au
Felix Gold Limited
ACN 645 790 281
Notice of General Meeting
and Explanatory Memorandum
Date: 12 May 2025
Time: 12.00pm (Brisbane)
Place of Meeting: Level 1, 371 Queen Street Brisbane 4000
This Notice of General Meeting (together with the accompanying Explanatory Memorandum and
Proxy Form) should be read in its entirety. If you are in doubt as to how you should vote, you should
seek advice from your accountant, solicitor or other professional adviser without delay.
Shareholders are strongly urged to vote by lodging the Proxy Form attached to this Notice of General
Meeting, or register in person attendance by no later than 12:00PM (Brisbane Time) on 10 May 2025.
1
NOTICE OF MEETING
Notice is hereby given that a General Meeting of Shareholders of Felix Gold Limited ACN 645 790
281 (the Company) will be held at Level 1, 371 Queen Street Brisbane Qld 4000 on 12 May 2025 at
12PM (the Meeting).
An Explanatory Memorandum and Proxy Form accompany this Notice of General Meeting (this
Notice), and provide additional information on the Resolutions to be considered at the Meeting. The
accompanying Explanatory Memorandum and the Proxy Form attached, form part of this Notice and
should be read in conjunction with it.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001
(Cth) that the persons eligible to attend and vote at the General Meeting are those who appear as
Shareholders on the Company’s share register at 7.00PM on 10 May 2025
Terms and abbreviations used in this Notice of Meeting are defined in the Glossary appearing at the
end of the Explanatory Memorandum.
You are encouraged to complete, sign and deliver the accompanying Proxy Form and return it in
accordance with the instructions set out below.
AGENDA
Ordinary Business
Resolution 1 – Approval to issue 4,500,000 Options to Joseph Webb
To consider and if thought fit, pass the following resolution as an Ordinary Resolution with or without
modification:
“That in accordance with the provisions of Listing Rule 10.11 and for all other purposes, approval is
given to the Company to issue 4,500,000 Options to Joseph Peter Webb (or a nominee) to subscribe
for fully paid ordinary shares, exercisable before 31 December 2028 on the terms and conditions set
out in the Explanatory Memorandum accompanying this Notice of Meeting.”
See the Explanatory Memorandum for further information about this resolution.
A Voting Exclusion Statement for Resolution 1 is set out below.
Resolution 2 – Approval to issue 2,250,000 Options to Ronald Beevor
To consider and if thought fit, pass the following resolution as an Ordinary Resolution with or without
modification:
“That in accordance with the provisions of Listing Rule 10.11 and for all other purposes, approval is
given to the Company to issue 2,250,000 Options to Ronald Hugh Beevor (or a nominee) to subscribe
for fully paid ordinary shares, exercisable before 31 December 2028 on the terms and conditions set
out in the Explanatory Memorandum accompanying this Notice of Meeting.”
See the Explanatory Memorandum for further information about this resolution.
A Voting Exclusion Statement for Resolution 2 is set out below.
Resolution 3 – Approval to issue 1,500,000 Options to Andrew Browne
To consider and if thought fit, pass the following resolution as an Ordinary Resolution with or without
modification:
2
“That in accordance with the provisions of Listing Rule 10.11 and for all other purposes, approval is
given to the Company to issue 1,500,000 Options to Andrew Browne (or a nominee) to subscribe for
fully paid ordinary shares, exercisable before 31 December 2028 on the terms and conditions set out
in the Explanatory Memorandum accompanying this Notice of Meeting.”
See the Explanatory Memorandum for further information about this resolution.
A Voting Exclusion Statement for Resolution 3 is set out below.
Resolution 4 – Approval to issue 1,125,000 Options to Craig McPherson
To consider and if thought fit, pass the following resolution as an Ordinary Resolution with or without
modification:
“That in accordance with the provisions of Listing Rule 7.1 and for all other purposes, approval is
given to the Company to issue 1,125,000 Options to Craig McPherson (or a nominee) to subscribe for
fully paid ordinary shares, exercisable before 31 December 2028 on the terms and conditions set out
in the Explanatory Memorandum accompanying this Notice of Meeting.”
See the Explanatory Memorandum for further information about this resolution.
A Voting Exclusion Statement for Resolution 4 is set out below.
A Voting Exclusion Statement for Resolutions 1, 2, 3 and 4 is set out below.
Voting Exclusion Statement: In accordance with Listing Rule 14.11 the Company will disregard
any votes cast in favour of Resolutions 1, 2, 3 and 4 by:
➢
Mr Webb, Mr Beevor, Mr Browne or Mr McPherson (as applicable); and
➢
any associate of those recipients.
However, this does not apply to a vote cast in favour of any of these Resolutions by:
➢
a person as proxy or attorney for a person who is entitled to vote on the relevant
Resolution, in accordance with directions given to the proxy or attorney to vote on the
relevant Resolution that way; or
➢
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
relevant Resolution, in accordance with a direction given to the chair to vote on the
relevant 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:
o
the beneficiary provides written confirmation to the holder that the beneficiary is
not excluded from voting, and is not an associate of the person excluded from
voting, on the relevant Resolution; and
o
the holder votes on the relevant Resolution in accordance with directions given
by the beneficiary to the holder to vote in that way.
3
General Business
To consider any other business as may be lawfully put forward in accordance with the Constitution of
the Company.
By Order of the Board
Craig McPherson
Company Secretary
4
EXPLANATORY MEMORANDUM
This Explanatory Memorandum is provided to Shareholders of Felix Gold Limited ACN 645 790 281
(the Company) to provide further details in relation to the Resolutions to be put to Shareholders at the
General Meeting to be held at Level 1, 371 Queen Street Brisbane Qld 4000 at 12PM (Brisbane
Time).
The Directors recommend Shareholders read the accompanying Notice of Meeting and this
Explanatory Memorandum in full before making any decision in relation to any of the Resolutions.
Terms and abbreviations used in this Explanatory Memorandum are defined in the Glossary which
appears at the end of this Explanatory Memorandum.
Ordinary Business
RESOLUTIONS
Resolutions 1, 2 and 3 – the issue of Options to Joseph Webb, Ronald Beevor and Andrew
Browne
The Company requires Shareholder approval before issuing Options to Mr Webb, Mr Beevor and Mr
Browne.
Approval for the issue of the Options in Resolutions 1, 2 and 3 is sought in accordance with the
provisions of Listing Rule 10.11. As approval is being sought under Listing Rule 10.11, approval will
not be required under Listing Rule 7.1.
Chapter 2E of the Corporations Act
Section 208 of the Corporations Act prohibits a public company from providing a ‘financial benefit’ to a
‘related party’ of a public company unless approved by members, or the benefit falls within one of the
exceptions set out in sections 210-216 of the Corporations Act.
Pursuant to section 228 of the Corporations Act, Mr Webb, Mr Beevor and Mr Browne are related
parties of the Company because they are directors of the Company.
‘Financial benefit’ as used in Chapter 2E of the Corporations Act is interpreted very broadly. The issue
of the Options to Mr Webb, Mr Beevor and Mr Browne would be one of the exceptions to the
prohibition in section 208 and is provided for in section 210 of the Corporations Act. Section 211 of
the Corporations Act specifies that member approval is not needed if the financial benefit or
remuneration is to a related party, such as an officer or employee of the company, and to give the
remuneration would be reasonable given:
(a)
the circumstances of the public company or entity giving the remuneration; and
(b)
the related party’s circumstances (including the responsibilities involved in the office
or employment.
The disinterested Directors for each particular Resolution (being all Directors other than the director
receiving the Options under a particular Resolution) consider that the financial benefit constitutes
reasonable remuneration payable to the relevant Director, and accordingly, Shareholder approval is
not required for the purpose of section 208 Corporations Act.
Listing Rule 10.11
Listing Rule 10.11 provides that, subject to any applicable exceptions in Listing Rule 10.12, a
company must not issue or agree to issue securities to a related party without the approval of the
shareholders. For the purposes of the Listing Rules, a ‘related party’ includes a director of a public
company. Mr Webb, Mr Beevor and Mr Browne are directors of the Company and therefore related
parties for the purposes of the Listing Rules.
5
Accordingly, Shareholder approval in accordance with Listing Rule 10.11 is being sought for the issue
of the Options to Mr Webb, Mr Beevor and Mr Browne proposed under Resolutions 1, 2 and 3.
If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1. By
obtaining approval under Listing Rule 10.11, the Options to be issued under Resolutions 1, 2 and 3
will be excluded when calculating the Company’s Placement Capacity under Listing Rule 7.1.
If approval is not given for Resolutions 1, the Company will not be able to issue the Options to Mr
Webb.
If approval is not given for Resolutions 2, the Company will not be able to issue the Options to Mr
Beevor.
If approval is not given for Resolutions 3, the Company will not be able to issue the Options to Mr
Browne.
Information required pursuant to Listing Rule 10.13 for Resolution 1
In accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 1:
(c)
The Options the subject of Resolution 1 will be issued to Mr Webb or his nominee.
(d)
Mr Webb falls under the definition of related party under Chapter 19 of the Listing
Rules.
(e)
4,500,000 Options will be issued to Mr Webb or his nominee. These Options are to
be issued in three tranches:
Tranche 1
1,500,000
Tranche 2
1,500,000
Tranche 3
1,500,000
(f)
The terms on which the Options will be issued are set out in Schedule 1.
(g)
If approval is given, the Options will be issued to Mr Webb, or his nominee no later
than one month after the date of the Meeting.
(h)
The Options will be issued for no consideration. Therefore, no funds will be raised
from the issue of the Options.
(i)
The exercise price of the Options will be:
Tranche 1
$0.20
Tranche 2
$0.25
Tranche 3
$0.30
The Company has not currently determined the use of any funds that may be raised
from the exercise of the Options.
(j)
The Options will expire on 31 December 2028.
(k)
The purpose of the issue is to provide performance incentives to key personnel and
additional working capital for future projects. Mr Webb’s remuneration package is
currently $100,000.
6
(l)
The value of the Options are calculated in accordance with the Black-Scholes method
and is contained in Schedule 2;
(m)
A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.
Information required pursuant to Listing Rule 10.13 for Resolution 2
In accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 2:
(a)
The Options the subject of Resolution 2 will be issued to Mr Beevor or his nominee.
(b)
Mr Beevor falls under the definition of related party under Chapter 19 of the Listing
Rules.
(c)
2,250,000 Options will be issued to Mr Beevor or his nominee. These Options are to
be issued in three tranches:
Tranche 1
750,000
Tranche 2
750,000
Tranche 3
750,000
(d)
The terms on which the Options will be issued are set out in Schedule 1.
(e)
If approval is given, the Options will be issued to Mr Beevor, or his nominee no later
than one month after the date of the Meeting.
(f)
The Options will be issued for no consideration. Therefore, no funds will be raised
from the issue of the Options.
(g)
The exercise price of the Options will be:
Tranche 1
$0.20
Tranche 2
$0.25
Tranche 3
$0.30
The Company has not currently determined the use of any funds that may be raised
from the exercise of the Options.
(h)
The Options will expire on 31 December 2028.
(i)
The purpose of the issue is to provide performance incentives to key personnel and
additional working capital for future projects. Mr Beevor’s remuneration package is
currently $80,000 plus statutory superannuation.
(j)
The value of the Options are calculated in accordance with the Black-Scholes method
and is contained in Schedule 2;
(k)
A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.
Information required pursuant to Listing Rule 10.13 for Resolution 3
In accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 3:
(a)
The Options the subject of Resolution 3 will be issued to Mr Browne or his nominee.
(b)
Mr Browne falls under the definition of related party under Chapter 19 of the Listing
Rules.
7
(c)
1,500,000 Options will be issued to Mr Browne or his nominee. These Options are to
be issued in three tranches:
Tranche 1
500,000
Tranche 2
500,000
Tranche 3
500,000
(d)
The terms on which the Options will be issued are set out in Schedule 1.
(e)
If approval is given, the Options will be issued to Mr Browne, or his nominee no later
than one month after the date of the Meeting.
(f)
The Options will be issued for no consideration. Therefore, no funds will be raised
from the issue of the Options.
(g)
The exercise price of the Options will be:
Tranche 1
$0.20
Tranche 2
$0.25
Tranche 3
$0.30
The Company has not currently determined the use of any funds that may be raised
from the exercise of the Options.
(h)
The Options will expire on 31 December 2028.
(i)
The purpose of the issue is to provide performance incentives to key personnel and
additional working capital for future projects. Mr Browne’s remuneration package is
currently $40,000 plus statutory superannuation.
(j)
The value of the Options are calculated in accordance with the Black-Scholes method
and is contained in Schedule 2;
(k)
A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.
Directors’ Recommendation for Resolution 1
The Directors (other than Mr Webb) unanimously recommend that you vote in favour of Resolution 1.
Directors’ Recommendation for Resolution 2
The Directors (other than Mr Beevor) unanimously recommend that you vote in favour of Resolution
2.
Directors’ Recommendation for Resolution 3
The Directors (other than Mr Browne) unanimously recommend that you vote in favour of Resolution
3.
Resolution 4 – the issue of Options to Mr McPherson
Listing Rule 7.1
In accordance with Listing Rule 7.1, a company whose shares are listed for quotation on the ASX
must not, subject to certain exemptions, issue or agree to issue more Equity Securities during any 12month period, than the amount which represents 15% of the number of fully paid ordinary securities
8
on issue at the commencement of that 12-month period, unless an exception under the Listing Rule
7.2 applies.
The proposed issue of the Options to Mr McPherson does not fall within any exceptions set out in
Listing Rules 7.2. If approval is given under this Resolution, the issue of Options to Mr McPherson will
not utilise any Placement Capacity under Listing Rule 7.1. If approval is not given under this
Resolution, the Company may still proceed with the issue of the Options to Mr McPherson, but such
issue of Options to Mr McPherson will utilise the Placement Capacity under Listing Rule 7.1.
Information required by Listing Rule 7.3
In accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 4:
(a)
The Options the subject of Resolution 4 will be issued to Mr McPherson or his
nominee.
(b)
Up to 1,125,000 Options may be issued to Mr McPherson or his nominee. These
Options are to be issued in three tranches:
Tranche 1
375,000
Tranche 2
375,000
Tranche 3
375,000
(c)
The terms on which the Options will be issued are set out in Schedule 1.
(d)
If approval is given, the Options will be issued to Mr McPherson, or his nominee no
later than one month after the date of the Meeting.
(e)
The Options will be issued for no additional consideration. Therefore, no funds will be
raised from the issue of the Options;
(f)
The exercise price of the Options will be:
Tranche 1
$0.20
Tranche 2
$0.25
Tranche 3
$0.30
The Company has not currently determined the use of any funds that may be raised
from the exercise of the Options.
(g)
The Options will expire on 31 December 2028.
(h)
The purpose of the issue is to provide performance incentives to key personnel and
additional working capital for future projects.
(i)
A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.
Directors’ Recommendation
The Directors unanimously recommend that you vote in favour of Resolution 4.
9
Glossary
In this Explanatory Memorandum, the Notice of Meeting and the Proxy Form:
ASIC means the Australian Securities and Investments Commission.
ASX means the Australian Securities Exchange operated by ASX Limited ACN 008 624 691 and
includes any successor body.
Board means the Company’s board of Directors.
Chairman or Chair means the chair of the General Meeting.
Company means Felix Gold Limited ACN 645 790 291.
Constitution means the constitution of the Company.
Control has the meaning given in the Corporations Act
Corporations Act means the Corporations Act 2001 (Cth).
Director means a current director of the Company.
Dollar or “$” means Australian dollars if not otherwise indicated.
Equity Securities has the meaning given in ASX Listing Rule Chapter 19.
Explanatory Memorandum means this Explanatory Memorandum which accompanies the Notice of
Meeting.
General Meeting or Meeting means the meeting of the Company’s members convened by the Notice
of Meeting.
Listing Rules means the Listing Rules of the ASX, each as amended or replaced from time to time,
except to the extent of any express written waiver by the ASX.
Notice of Meeting or Notice means the notice of general meeting which this Explanatory
Memorandum accompanies and in which the Resolutions are set out.
Option means an Option to subscribe for a Share.
Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes
cast by Shareholders entitled to vote on the resolution are voted in its favour at the relevant meeting.
Placement Capacity means the annual 15% of the Company’s capital the Company is allowed to
issue under Listing Rule 7.1.
Proxy Form means the Proxy Form accompanying the Notice of Meeting.
Resolution means the resolutions set out in the Notice of Meeting.
Share means a fully paid ordinary share in the Company.
Shareholder means a holder of Shares.
10
Schedule 1 – Option Terms
The terms of the Options in Resolutions 1, 2, 3 and 4 are set out below.
The Options are issued on and subject to the following terms:
1.
The Options shall be issued for nil consideration per Option.
2.
The exercise price of each tranche of Option is:
Tranche 1
$0.20
Tranche 2
$0.25
Tranche 3
$0.30
(Exercise Price).
3.
The Options will expire on 31 December 2028 (Expiry Date) unless earlier exercised.
4.
The Options will vest as follows:
(a)
One-third of the Options in each Tranche will vest upon the completion of eight months
from the date of issuance;
(b)
An additional one-third of the Options in each Tranche will vest upon the completion of
16 months from the date of issuance; and
(c)
the final one-third of the Options in each Tranche will vest upon the completion of 24
months from the date of issuance,
(each a Vesting Date).
5.
The Options are transferrable subject to any restriction or escrow arrangements imposed by
ASX under applicable Australian securities laws.
6.
The Options may be exercised at any time wholly or in part by delivering a duly completed
form of notice of exercise (Exercise Notice) together with payment for the Exercise Price per
Option to the Company at any time on or after the Vesting Date of the Options and on or
before the Expiry Date. Payment may be made as directed by the Company from time to
time, which may include by cheque, electronic funds transfer or other methods.
7.
Upon:
(a)
a takeover bid under Chapter 6 of the Corporations Act having been made in respect
of the Company and:
(1)
having received acceptances for not less than 50.1% of the Company’s Shares
on issue; and
(2)
having been declared unconditional by the bidder; or
(b)
a Court granting orders approving a compromise or arrangement for the purposes of
or in connection with a scheme of arrangement for the reconstruction of the Company
or its amalgamation with any other company or companies; or
(c)
the completion of the sale of all or substantially all of the Company’s assets,
then, to the extent the Options have not been exercised, the Options will vest immediately.
11
8.
The number of Options that may be exercised at one time must be not less than 50,000,
unless the holder of the Option holds less than 50,000 Options, in which case all Options must
be exercised at one time.
9.
Upon the valid exercise of the Options and payment of the Exercise Price, the Company will
issue fully paid ordinary Shares ranking pari passu with the then issued Shares within 15
Business Days after the later of the following:
(a)
the date of the Exercise Notice (the Exercise Date); and
(b)
when excluded information in respect to the Company (as defined in Section 708A(7)
of the Corporations Act) (if any) ceases to be excluded information,
but in any case, no later than 20 Business Days after the Exercise Date, the Company will:
(c)
allot and issue the number of Shares required under these terms and conditions in
respect of the number of Options specified in the Exercise Notice and for which
cleared funds have been received by the Company; and
(d)
if admitted to the official list of ASX at the time, apply for Official Quotation on ASX of
Shares issued pursuant to the exercise of the Options.
10.
Option holders do not have any right to participate in new securities issued by the Company
made to Shareholders generally. The Company will, where and only to the extent required
pursuant to the Listing Rules, provide Option holders with notice prior to the books record date
(to determine entitlements to any new issue of securities made to Shareholders generally) to
exercise the Options, in accordance with the requirements of the Listing Rules.
11.
Option holders do not participate in any dividends unless the Options are exercised, and the
resultant Shares of the Company are issued prior to the record date to determine entitlements
to the dividend.
12.
In the event of any reorganisation (including consolidation, subdivision, reduction or return) of
the issued capital of the Company:
13.
(a)
the number of Options, the Exercise Price of the Options, or both will be reorganised
(as appropriate) in a manner consistent with the Listing Rules as applicable at the time
of reorganisation, but with the intention that such reorganisation will not result in any
benefits being conferred on the Options holders are not conferred on Shareholders;
and
(b)
subject to the provisions with respect to rounding of entitlements as sanctioned by a
meeting of shareholders approving a reorganisation of capital, in all other respects the
terms for the exercise of the Options will remain unchanged.
If there is a pro rata issue (except a bonus issue), the Exercise Price of each Option may be
reduced according to the following formula:
On = O – E [P-(S + D)]
N+1
Where:
On =
the new exercise price of the Option;
O
=
the old exercise price of the Option;
E
=
the number of underlying securities into which one Option is exercisable;
12
P =
the volume weighted average market price per security of the underlying securities
during the 5 trading days ending on the day before the ex-right date or the exentitlements date;
S =
the subscription price for a security under the pro rata issue;
D =
dividend due but not yet paid on the existing underlying securities (except those to be
issued under the pro rata issue);
N
the number of securities with rights or entitlements that must be held to receive a right
to one new security.
=
14.
The terms of the Options shall only be changed if Shareholders (whose votes are not to be
disregarded) of the Company approve of such a change. However, unless all necessary
waivers of the Listing Rules are obtained, the terms of the Options shall not be changed to
reduce the Exercise Price, increase the number of Options or change any period for exercise
of the Options.
15.
If the Option Holder fails to exercise the Options within three months of ceasing to serve as a
Director of the Company, the Options will lapse. However, the Board retains the absolute
discretion to waive this automatic expiration.
13
Schedule 2 – Valuation of Options
The value that the Company attributes to the Options is set out below. The valuation has been
completed by internal management of the Company using the Black-Scholes valuation method and
assuming a Share price of $0.165:
Assumption
Tranche 1
Tranche 2
Tranche 3
Number of
Options
2,750,000
2,750,000
2,750,000
Cost of
Option
-
-
-
Share Price
(cents)
0.165
0.165
0.165
Exercise
Price
(cents)
0.20
0.25
0.30
Period to
Exercise
(years)
3.63
3.63
3.63
Risk free
rate of
return
3.89%
3.89%
3.89%
Volatility
100%
100%
100%
Dividend
per annum
per Share
-
-
-
Dividend
yield
-
-
-
Value per
Option
(cents)
$0.1073
$0.1008
$0.0954
The total value attributed to each Director is as follows:
Assumption
Tranche 1
Tranche 2
Tranche 3
Joseph
Webb
$160,992
$80,496
$53,664
Ronnie
Beevor
$151,272
$75,636
$50,424
Andrew
Browne
$143,066
$71,533
$47,689
Total
$455,330
$227,665
$151,777
Notes
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Notice to Persons Outside Australia
This Explanatory Memorandum and the accompanying Notice of Meeting and Proxy Form, have been
prepared in accordance with Australian laws, disclosure requirements and accounting standards.
These laws, disclosure requirements and accounting standards may be different to those in other
countries.
The distribution of this material may, in some countries, be restricted by law or regulation.
Accordingly, persons who come into possession of this material should inform themselves or, and
observe, any such restrictions.
Privacy
To assist the Company conduct the Meeting, the Company may collect personal information including
names, contact details and shareholding of Shareholders and the names of persons appointed by
Shareholders to act as proxy at the Meeting. Personal information of this nature may be disclosed by
the Company to its share registry, print and mail service providers. Shareholders have certain rights
to access their personal information that has been collected and should contact the Com
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