TIDMEUZ
RNS Number : 8455D
Europa Metals Ltd
02 November 2020
2 November 2020
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 of
Shareholders at 10.00 a.m. (UK time) on Monday, 30 November 2020 by
way of a Virtual Meeting Facility (the "Virtual Meeting"). The
formal Notice of Meeting and associated documentation relating to
the Annual General Meeting have been submitted to ASIC.
In light of the evolving COVID-19 situation and UK Government
restrictions on public gatherings in place at the date of the
Notice of Meeting, the Directors have made a decision that there
will not be a physical meeting where Shareholders can attend in
person. Accordingly, the Directors strongly encourage all
Shareholders to either lodge a directed proxy form prior to the
Meeting or attend and vote online at the Virtual Meeting.
In accordance with temporary modifications to the Corporations
Act under the Corporations (Coronavirus Economic Response)
Determination (No. 3) 2020, the Company is not sending hard copies
of the Notice of Meeting to Shareholders.
The Notice and the accompanying Explanatory Statement are set
out in full at the end of this announcement and should be read 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-communication1
Defined terms used in this announcement have the same meaning as
those ascribed to them in the Notice 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
Laurence Read, CEO (UK)
T: +44 (0)20 3289 9923
Linkedin: Europa Metals ltd
Twitter: europametals@tavistock.co.uk
Vox: Europametals
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
Tavistock (PR and IR)
Emily Fenton, Barney Hayward, Oliver Lamb
T: +44 (0) 207 920 3150 / EuropaMetals@Tavistock.co.uk
Turner Pope Investments (TPI) Limited (Broker)
Andy Thacker
T: +44 (0)20 3657 0050
Sasfin Capital Proprietary Limited (a member of the Sasfin
group)
Sharon Owens
T (direct): +27 11 809 7762
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: Monday, 30 November 2020
LOCATION: By Virtual Meeting Facility
TIME: 10.00 a.m. UK time / 12.00 a.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.
In light of the evolving COVID-19 situation and UK Government
restrictions on public gatherings in place at the date of this
Notice of Meeting, the Directors have made a decision that there
will not be a physical meeting where Shareholders can attend in
person. Accordingly, the Directors strongly encourage all
Shareholders to either lodge a directed proxy form prior to the
Meeting or attend and vote online at the Virtual Meeting.
In accordance with subsection 5(f) of the Corporations
(Coronavirus Economic Response) Determination (No. 3) 2020, the
Company will not be dispatching physical copies of the Notice. For
Shareholders where the Company has email addresses on record, the
Company will send a copy of this Notice and other material relating
to the Meeting or provide a link to where the Notice and other
material can be viewed or downloaded by email. To other
Shareholders, the Company will send a letter or postcard setting
out a URL for viewing or downloading the Notice and other
material.
Shareholders can access a copy of the Notice at the following
link:
http://www.europametals.com/site/aim-rule-261/shareholder-communication1
.
Should you wish to discuss the matters in this Notice of Meeting
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
In light of the evolving COVID-19 pandemic and the UK
Government's public health laws and restrictions on public
gatherings in place on the date of this Notice of Meeting, the
Directors have made a decision that there will not be a physical
meeting where Shareholders can attend in person, instead the
Meeting will be held through the Virtual Meeting Facility.
Shareholders are therefore strongly urged to either lodge a proxy
or vote online as soon as practicable or attend the Meeting via the
Virtual Meeting Facility (see below).
The current situation is evolving and the UK Government may
change the current restrictions or implement further measures
relating to the holding of public gatherings during the affected
period. The Company will make any further announcement(s) that may
be required in this regard by way of a regulatory information
service and the Company's website.
YOUR VOTE IS IMPORTANT
The business of the Meeting affects your shareholding and your
vote is important.
VOTING AND PARTICIPATING IN THE MEETING BY VIRTUAL MEETING
FACILITY
Virtual Meeting Facility
Shareholders who wish to participate in the Annual General
Meeting to be held on Monday, 30 November 2020 at 10.00 a.m. (UK
time) / 6.00 p.m. (AWST) may do so by dialling into the virtual
meeting facility (Virtual Meeting Facility).
To dial into the Virtual Meeting Facility please follow the
below steps:
-- Copy the following link to your web browser:
https://zoom.us/j/2659187498?pwd=emxWT1FuRFluTEc4cFFubktrdXNJQT09
-- Meeting ID: 265-918-7498
-- Password: 555555.
-- One tap mobile:
1. Australia: +61 8 7150 1149; +61 2 8015 6011; +61 3 7018 2005
2. South Africa: +27 87 551 7702; +27 87 550 3946
3. United Kingdom: +44 203 481 5240; +44 131 460 1196; +44 203 051 2874
The Company appreciates the understanding of its Shareholders
during this difficult situation due to the COVID-19 pandemic.
Shareholders who attend the Meeting virtually will be able to
watch, listen, submit written questions and participate in all poll
votes put to the Meeting.
Shareholders who intend to participate, and/or vote on a poll at
the Meeting, must contact the Company at Dsmith@europametals.com
notifying the Company that you intend to participate and/or vote on
a poll at the Meeting by emailing the Company a poll form. You will
also need to register and access the Meeting by videoconference to
follow the meeting and timing of the poll as set out above. After
receiving such notice and after 10.30 a.m. (UK time) on the day of
the Meeting, the Company will send you a personalised poll form.
The personalised poll form must be completed and returned to the
Company after the poll has been called and prior to the close of
polling. During the Meeting, the Chairman will notify you when and
how you are able to complete and return the personalised poll form.
The results of the Meeting are then expected to be announced on a
regulatory news service later that day.
Asking Questions at the Meeting
The Virtual Meeting Facility will include the ability for
Shareholders to ask questions in relation to the business of the
Meeting.
Shareholders are also invited to submit questions in advance of
the Meeting. You may send questions in writing to the share
registry at the address set out on the proxy form or email your
questions to the Company Secretary at: Dsmith@europametals.com.
Please ensure that your questions are received no later than
5.00 p.m. (UK time) on Friday, 27 November 2020.
Further information and support on how to use the Virtual
Meeting Facility is available on the Company's website.
VOTING IN PERSON
In light of the status of the evolving COVID-19 situation and UK
Government restrictions on public gatherings in place on the date
of this Notice of Meeting, the Directors have made a decision that
there will not be a physical meeting where Shareholders can attend
in person.
Accordingly, the Directors strongly encourage all Shareholders
to either lodge a directed proxy form or vote online prior to the
Meeting . Shareholders who attend the Meeting virtually will be
able to watch, listen, submit written questions and participate in
all poll votes put to the Meeting.
For their votes to be counted, DI Holders must submit their
CREST Voting Instruction to the Company's agent by the required
cut-off time set out below. Alternatively, DI Holders can vote
using the enclosed Form of Instruction as per the instructions set
out below.
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 2020. Any
Proxy Form received after that time will not be valid for the
Meeting.
Online at 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 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 a.m. (SA time 28 November
2020).
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
AGM. 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 AGM. Such shareholder
must not complete the attached form of proxy.
United Kingdom (CREST Voting Instructions)
Holders of Depositary Interests in CREST 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 ).
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, 25 November 2020.
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 enclosed Form of Instruction to the Company's agent
(3RA50) no later than 10.00 a.m. (UK time) on 25 November 2020
.
CUSTODIAN VOTING
For Intermediary Online subscribers only (custodians), please
visit www.intermediaryonline.com to submit your voting
intentions.
VOTING VIA 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
Friday, 27 November 2020.
Shareholders will also have the opportunity to submit questions
during the Meeting in respect to 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 the questions 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
Shareholders of Europa Metals Ltd will be held at 10.00 a.m. (UK
time) / 6.00 p.m. (AWST) on Monday, 30 November 2020 by way of a
Virtual Meeting Facility.
The Explanatory Statement to this Notice of Meeting 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 of Meeting.
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
2020. Accordingly, transactions registered after that time will be
disregarded in determining entitlements to attend and vote at the
Meeting.
AGA
FINANCIAL STATEMENTS AND DIRECTORS' REPORT
The financial statements, Directors' Report and Auditor's Report
for the year ended 30 June 2020 are to be tabled.
RESOLUTIONS
1. Re-election of Evan Kirby as a director
To consider and, if thought fit, to pass, with or without
amendment, the following as an Ordinary Resolution:
"That Mr Evan Kirby, having been appointed as a director in
accordance with clause 11.11 of the Constitution by resolution of
the Board, retires in accordance with clause 11.3 of the
Constitution and 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. Grant of Incentive Options to, a related party, Laurence Read
To consider and, if thought fit, to pass, with or without
amendment, the following as an Ordinary Resolution:
" That, for the purposes of sections 195(4) and 208 of the
Corporations Act and for all other purposes, Shareholders approve
and authorise the grant of up to 600,000 Incentive Options to Mr
Laurence Read (or his nominee) under the Incentive Plan and
otherwise on the terms and conditions set out in the Explanatory
Statement."
Voting Prohibition and Exclusion : Votes must not be cast on
this Resolution by or on behalf of Laurence Read or his associates
(Resolution 2 Excluded Party). However, this does not prevent the
casting of a vote if: (a) it is cast by a person as a proxy
appointed by writing that specifies how the proxy is to vote on
the
Resolution; and (b) it is not cast on behalf of the Resolution 2 Excluded Party.
The Chairman intends to exercise all undirected proxies IN
FAVOUR of Resolution 2.
3. Grant of Incentive Options to, a related party, Myles Campion
To consider and, if thought fit, to pass, with or without
amendment, the following as an Ordinary Resolution:
" That, for the purposes of sections 195(4) and 208 of the
Corporations Act and for all other purposes, Shareholders approve
and authorise the grant of up to 600,000 Incentive Options to Mr
Myles Campion (or his nominee) under the Incentive Plan and
otherwise on the terms and conditions set out in the Explanatory
Statement."
Voting Prohibition and Exclusion : Votes must not be cast on
this Resolution by or on behalf of Myles Campion or his associates
(Resolution 3 Excluded Party). However, this does not prevent the
casting of a vote if: (a) it is cast by a person as a proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution; and (b) it is not cast on behalf of the Resolution 3
Excluded Party.
The Chairman intends to exercise all undirected proxies IN
FAVOUR of Resolution 3.
4. Grant of Incentive Options to, a related party, Evan Kirby
To consider and, if thought fit, to pass with or without
amendment, the following as an Ordinary Resolution:
" That, for the purposes of sections 195(4) and 208 of the
Corporations Act and for all other purposes, Shareholders approve
and authorise the grant of up to 100,000 Incentive Options to Mr
Evan Kirby (or his nominee) under the Incentive Plan and otherwise
on the terms and conditions set out in the Explanatory
Statement."
Voting Prohibition and Exclusion : Votes must not be cast on
this Resolution by or on behalf of Evan Kirby or his associates
(Resolution 4 Excluded Party). However, this does not prevent the
casting of a vote if: (a) it is cast by a person as a proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution; and (b) it is not cast on behalf of the Resolution 4
Excluded Party.
The Chairman intends to exercise all undirected proxies IN
FAVOUR of Resolution 4.
5. Grant of Incentive Options to, a related party, Daniel Smith
To consider and, if thought fit, to pass with or without
amendment, the following as an Ordinary Resolution:
" That, for the purposes of sections 195(4) and 208 of the
Corporations Act and for all other purposes, Shareholders approve
and authorise the grant of up to 100,000 Incentive Options to Mr
Daniel Smith (or his nominee) under the Incentive Plan and
otherwise on the terms and conditions set out in the Explanatory
Statement."
Voting Prohibition and Exclusion : Votes must not be cast on
this Resolution by or on behalf of Daniel Smith or his associates
(Resolution 5 Excluded Party). However, this does not prevent the
casting of a vote if: (a) it is cast by a person as a proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution; and (b) it is not cast on behalf of the Resolution 5
Excluded Party.
The Chairman intends to exercise all undirected proxies IN
FAVOUR of Resolution 5.
6. 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 6.
7. 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 24,565,324 equity securities (being
equal to 50% of the issued share capital of the Company as at the
date of the Notice of 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 7.
BY ORDER OF THE BOARD
Daniel Smith
Director/Company Secretary
DATED 2 November 2020
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 by way of
the Virtual Meeting Facility on Monday, 30 November 2020 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 of Meeting.
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 2020 at the Meeting.
1. RESOLUTION 1 : RE-ELECTION OF DIRECTOR
Clause 11.3 of the Constitution provides that each year, at the
annual general meeting, one- third of the directors, or, if their
number is not three or a multiple of three, then the number nearest
to one-third, must retire from office. A Director who retires in
accordance with clause 11.3 of the Constitution is eligible for
re-election.
Pursuant to clause 11.3 of the Constitution Evan Kirby retires
by rotation at the Meeting and, being eligible, has offered himself
for re-election as a director of the Company.
In the event that Resolution 1 is passed, the Board will consist
of Mr Myles Campion (Executive Chairman), Laurence Read (CEO and
Executive Director), Dr Evan Kirby (Non-executive Director) and
Daniel Smith (Non-executive Director and company secretary).
The profile of Evan Kirby is set out in the Company's Annual
Report.
Mr Kirby 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 .
2. INTRODUCTION TO RESOLUTIONS 2 TO 5: GRANT OF INCENTIVE OPTIONS TO DIRECTORS
2.1 Background
The Company proposes to grant Incentive Options to the Directors
of the Company: Laurence Read, Myles Campion, Evan Kirby and Daniel
Smith.
Through the grant of the Incentive Options, the Company will
reward and incentivise the Directors, whilst conserving cash, and
align their interests with Shareholders.
2.2 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act prohibits a public company
from giving a financial benefit to a related party of the company
unless the giving of the financial benefit falls within one of the
nominated exceptions or Shareholder approval is obtained prior to
the giving of the financial benefit.
A "related party" for the purposes of the Corporations Act is
defined broadly and includes a director of the company. "Financial
Benefit" also has a wide meaning and includes the issue of
securities by a public company.
Section 195(4) of the Corporations Act provides that a director
of a public company may not vote or be present during meetings of
directors when matters in which that director holds a material
personal interest are being considered, except in certain
circumstances or unless non-interested directors pass a resolution
approving the interested director's participation.
Given approval is being sought for the grant of Incentive
Options to all Directors pursuant to Resolutions 2 to 5, each of
the Directors (comprising the Board) having a material personal
interest in the outcomes of Resolutions 2 to 5, a quorum could not
be formed to consider the matters contemplated by Resolutions 2 to
5 at Board level. The Board therefore proposes to seek shareholder
approval for such issues.
Accordingly, Resolutions 2 to 5 seek Shareholder approval under
Chapter 2E of the Corporations Act for the respective grants of
Incentive Options.
3. RESOLUTIONS 2 AND 3: GRANT OF INCENTIVE OPTIONS TO THE EXECUTIVE DIRECTORS
3.1 Introduction
The Company proposes to grant Incentive Options exercisable in
three tranches under the terms and conditions set out in Annexure A
of this Explanatory Statement and expiring on or before 3 years
from the date of their grant to the Company's executive Directors,
Mr Read and Mr Campion (or their nominees), as follows:
Executive Total Incentive Tranche Tranche 2 Tranche
Directors Options 1 3
Laurence Read 600,000 200,000 200,000 200,000
------------------ ---------- ------------ ----------
Myles Campion 600,000 200,000 200,000 200,000
------------------ ---------- ------------ ----------
Each Tranche is exercisable at the 10-day VWAP prior to the date
of issue and expire on or before 3 years from the date of issue.
Details of the vesting conditions of each individual tranche are as
follows:
(a) Tranche 1: vests on the delineation, by an independent third
party, of greater than a 4.5Mt Indicated Resource estimate at the
Toral Project, reported in accordance with JORC (2012);
(b) Tranche 2: vests on the delivery of a positive
Pre-feasibility Study at the Toral Project with an independent
recommendation for the Company to continue advancing the project;
and
(c) Tranche 3: vests on the submission of an application for a
Mining Licence at the Toral Project.
Having regard to the significant roles that Mr Read and Mr
Campion hold in respect of the development of the Company, the
Directors (excluding Mr Read and Mr Campion) consider that the
grant of Incentive Options to Mr Read and Mr Campion is an
appropriate form of long-term incentive-based remuneration as:
(d) the Incentive Options are a performance based incentive.
Each executive Director will be incentivised to work towards
achieving an increase in the market price of the Company's Shares
which will thereby benefit all Shareholders;
(e) the issue of Incentive Options is a non-cash form of
remuneration, thus conserving the Company's cash, particularly in
light of the current, extremely challenging, market/macro-economic
environment; and
(f) the potential future exercise of the Incentive Options will
provide additional working capital for the Company at no
significant cost. By way of an example, based on the
indicative-only assumptions contained in 3.2(h), if all of the
Incentive Options proposed to be issued pursuant to Resolutions 2
and 3 are exercised, an amount of GBP132,000 (A$238,459) would be
raised (based on the deemed issue price in 3.2(h) below).
3.2 Information required by Chapter 2E of the Corporations Act
Pursuant to, and in accordance with the requirements of Chapter
2E, and in particular section 219 of the Corporations Act, the
following information is provided for the purposes of obtaining
Shareholder approval for Resolutions 2 and 3:
(a) The related parties to whom a financial benefit is proposed to be given are:
Mr Read and Mr Campion (or their nominees), who are both
executive Directors, hence related parties of the Company.
(b) The nature of the financial benefit proposed to be given to Mr Read and Mr Campion:
The grant of , in aggregate, 1,200,000 Incentive Options, the
details of which are set out in section 3.1 above.
(c) Reasons for giving the benefit:
The reasons for giving the benefit is set out in section 3.1
above.
(d) Directors' interests in the resolutions:
None of the Directors, other than Mr Read in respect of
Resolution 2 and Mr Campion in respect of Resolution 3, have any
interest in the outcome of Resolutions 2 and 3. If Resolution 2 is
passed, Mr Read will be granted 600,000 Incentive Options; If
Resolution 3 is passed, Mr Campion will be granted 600,000
Incentive Options.
(e) Total remuneration package:
The remuneration packages for Mr Read and Mr Campion for the
current and previous financial years are:
Director 2019/2020 financial 2018/2019 financial
year year
Laurence Read GBP74,329 (A$134,277[1]) GBP66,381 (A$119,918(1)
)
------------------------- ------------------------
Myles Campion GBP101,284 (A$182,966(1) GBP88,386 (A$159,670(1)
) )
------------------------- ------------------------
(1) Based on an exchange rate of GBP1:A$1.80651 (Oanda.com - 9
October 2020).
(f) The existing relevant interests of the related parties in securities of the Company:
The securities currently held by Mr Read and Mr Campion and
those that may be issued subject to Shareholder approval at the
Meeting are set out in the table below:
Director Existing Shares Existing Options Incentive Options
(subject to
passing of Resolutions
2 and 3)
Laurence Read 126,257 925,000 600,000
---------------- ----------------- ------------------------
Myles Campion 248,793 991,666 600,000
---------------- ----------------- ------------------------
(g) Dilution:
The dilution effect on Shareholders if all Incentive Options
(under Resolutions 2 to 5) are exercised (assuming no other
convertible securities are exercised or Shares issued) will be
2.77% as set out below:
Shares
Shares currently in issue 49,130,649
-----------
Resolution 2: Incentive Options to be granted
to Laurence Read 600,000
-----------
Resolution 3: Incentive Options to be granted
to Myles Campion 600,000
-----------
Resolutions 4 and 5: Incentive Options
to be granted to the Non-Executive Directors 200,000
-----------
Total Shares to be issued if all Incentive
Options to Directors (under Resolutions
2 to 5) are exercised 1,400,000
-----------
Dilutive effect of Incentive Options 2.77%
-----------
(h) The value of the financial benefit proposed to be given to Mr Read and Mr Campion:
These values have been calculated by internal management using a
Black Scholes option pricing model for the Incentive Options. The
Company made the following assumptions under the model:
-- the Incentive Options do not have market vesting conditions
attached and the exercise of the Incentive Options does not affect
the value of the underlying asset;
-- 27 October 2020 (Valuation Date) was adopted as the valuation date;
-- 11 pence, being the underlying share price on the Valuation
Date, used as the input in the pricing model; the exercise price,
therefore, being 11 pence each;
-- the Incentive Options have effective lives of 3 years
assuming an exercise date as the expiry date;
-- a share price volatility of 160% based on the historical
volatility of the Company's AIM quoted share price;
-- the risk free rate of interest being the three-year United
Kingdom Government Bond Rate of 0.14%; and
-- a dividend yield of 0%.
Director Number of Incentive Indicative Black
Options Scholes value
Laurence Read 600,000 GBP46,355 (A$83,741(1)
)
-------------------- -----------------------
Myles Campion 600,000 GBP46,355 (A$83,741(1)
)
-------------------- -----------------------
(1) Based on an exchange rate of GBP1: A$1.80651 (Oanda.com - 9
October 2020).
(i) Other Information
There are no material opportunity costs and taxation
consequences to the Company and no material benefits foregone by
the Company in granting the Incentive Options to Mr Read and Mr
Campion.
The Directors are not aware of any information, other than the
information set out in this Explanatory Statement that would
reasonably be required by Shareholders in order to decide whether
or not it is in the Company's interests to pass Resolutions 2 and
3.
3.3 Directors' recommendation and basis of recommendation :
The Directors refrain from making a recommendation in relation
to Resolutions 2 and 3 as approval for grant of Incentive Options
are sought for all Directors pursuant to Resolutions 2 to 5.
The Chairman intends to exercise all undirected proxies IN
FAVOUR of Resolutions 2 and 3.
4. RESOLUTIONS 4 AND 5: GRANT OF INCENTIVE OPTIONS TO THE NON-EXECUTIVE DIRECTORS
4.1 Details of the proposed grant of Incentive Options to the Non-Executive Directors
The Company proposes to grant Tranche 2 Incentive Options (i.e.
such Incentive Options will vest on the delivery of a positive
Pre-feasibility Study at the Toral Project with an independent
recommendation for the Company to continue advancing the project)
to Mr Evan Kirby and Mr Daniel Smith (the Non-Executive Directors)
(or their nominees) as follows:
Non-Executive Director Number of Incentive Options
Evan Kirby 100,000
----------------------------
Daniel Smith 100,000
----------------------------
Total 200,000
----------------------------
The Incentive Options will be granted under the terms and
conditions set out in Annexure A of this Explanatory Statement. The
exercise price and expiry date of the Incentive Options is set out
in the table below:
Director Number of Exercise price Expiry date
Incentive
Options
Evan Kirby 100,000 A 45% premium to 3 years from issue
the 10-day VWAP
prior to the date
of issue
----------- ------------------- -------------------
Daniel Smith 100,000 A 45% premium to 3 years from issue
the 10-day VWAP
prior to the date
of issue
----------- ------------------- -------------------
The grant of such Incentive Options forms part of the
remuneration planning for such Non-Executive Directors for the
following reasons:
(a) the primary purpose of the grant of the Incentive Options to
the Non-Executive Directors is to motivate their performance in
their respective roles as Non-Executive Directors;
(b) the issue of Incentive Options is a reasonable and
appropriate method to provide cost effective remuneration as the
non-cash form of this benefit will enable the Company to spend a
greater proportion of its cash reserves on its operations and
working capital than it would if alternative cash forms of
remuneration were given to the Non-Executive Directors;
(c) the Incentive Options are a performance based incentive. The
Non-Executive Directors will be incentivised to work towards
achieving an increase in the market price of the Company's Shares
which will thereby benefit all Shareholders;
(d) the issue of Incentive Options is a non-cash form of
remuneration, thus conserving the Company's cash, particularly in
light of the current, extremely challenging, market/macro-economic
environment;
(e) the potential future exercise of the Incentive Options will
provide additional working capital for the Company at no
significant cost. By way of an example, based on the
indicative-only assumptions contained in 4.2(h), if all of the
Incentive Options proposed to be issued pursuant to Resolutions 4
and 5 are exercised, an amount of GBP31,9000 ($57,628) would be
raised (based on the deemed issue price in 4.2(h) below).
Resolutions 4 and 5 seek Shareholder approval under Chapter 2E
of the Corporations Act for the above proposed grant of Incentive
Options.
4.2 Information required by Chapter 2E of the Corporations Act
Pursuant to, and in accordance with the requirements of Chapter
2E, and in particular with section 219, of the Corporations Act,
the following information is provided for the purposes of obtaining
Shareholder approval for Resolutions 4 and 5:
(a) The related parties to whom a financial benefit is proposed to be given are:
Evan Kirby and Daniel Smith (or their nominees), each of whom is
a Non-Executive Director, hence a related party of the Company.
(b) The nature of the financial benefit proposed to be given to each Non-Executive Director is:
The grant of Incentive Options with the details set out in
section 4.1 above.
(c) Reasons for giving the benefit:
The reason for giving the benefit is set out in section 4.1
above.
(d) Directors' interest in the resolutions:
In the event that Resolutions 4 and 5 are passed, each of the
Non-Executive Directors, Evan Kirby and Daniel Smith, will be
granted the relevant number of Incentive Options set out in 4.1
above, the other Directors (being Messrs. Read and Campion) do not
have any interest in Resolutions 4 and 5.
(e) Total remuneration package:
The total remuneration packages of the Non-Executive Directors
for the current and previous financial years are as follows:
Non-Executive Director 2019/2020 financial 2018/2019 financial
year year
Evan Kirby GBP18,054 (A$32,615(1) GBP16,607 (A$30,000(1)
) )
----------------------- -----------------------
Daniel Smith GBP12,842 (A$23,200(1) GBP13,285 (A$24,000(1)
) )
----------------------- -----------------------
(1) Based on an exchange rate of GBP1:A$1.80651 (Oanda.com - 9
October 2020).
(f) The existing relevant interest of the related parties in securities of the Company:
The securities currently held by the Non-Executive Directors are
set out in the table below:
Director Existing Shares Existing Options Incentive Options
(subject to
the passing
of Resolutions
4 and 5)
Evan Kirby 25,858 245,000 100,000
---------------- ----------------- ------------------
Daniel Smith Nil 100,000 100,000
---------------- ----------------- ------------------
(g) Dilution:
The dilutive effect on Shareholders, if all Incentive Options
(under Resolutions 2 to 5) are exercised (assuming no other
convertible securities are exercised or Shares issued) will be
2.77%. Refer to section 3.2(g) above.
(h) Valuation of the financial benefit to be given to the Non-Executive Directors.
The values set out in the table below have been calculated by
internal management using a Black Scholes option pricing model for
the Incentive Options. The Company made the following assumptions
under the model:
-- the Incentive Options do not have market vesting conditions
attached and the exercise of the Incentive Options does not affect
the value of the underlying asset;
-- 27 October 2020 was adopted as the Valuation Date;
-- 11 pence, being the underlying share price on the Valuation
Date, was used as the input in the pricing model; the exercise
price, therefore, being 16 pence based on a premium of 45% to the
input price;
-- the Options have effective lives of 3 years assuming an exercise date as the expiry date;
-- a share price volatility of 160% based on the historical
volatility of the Company's AIM quoted share price;
-- the risk free rate of interest being the three-year United
Kingdom Government Bond Rate of 0.14%; and
-- a dividend yield of 0%.
Director Number of Incentive Options Indicative
Black Scholes
valuation
Evan Kirby 100,000 GBP9,040 (A$16,330(1)
)
--------------------------------------- --------------------------
Daniel Smith 100,000 GBP9,040 (A$16,330(1)
)
--------------------------------------- --------------------------
(1) Based on an exchange rate of GBP1: A$1.80651 (Oanda.com - 9
October 2020).
(i) Other Information
There are no material opportunity costs and taxation
consequences to the Company and no material benefits foregone by
the Company in granting the Incentive Options to the Non-Executive
Directors.
The Directors are not aware of any information, other than the
information set out in this Explanatory Statement that would
reasonably be required by Shareholders in order to decide whether
or not it is in the Company's interests to pass Resolutions 4 and 5
.
4.3 Directors' recommendation and basis of recommendation :
The Directors refrain from making a recommendation in relation
to Resolutions 4 and 5 as approval for grant of Incentive Options
are sought for all Directors pursuant to Resolutions 2 to 5.
The Chairman intends to exercise all undirected proxies IN
FAVOUR of Resolutions 4 and 5.
5. RESOLUTION 6 : GENERAL AUTHORITY TO ALLOT SECURITIES FOR NON-CASH CONSIDERATION PURPOSES
5.1 Introduction
Pursuant to Resolution 6, 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 6 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 6.
5.2 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 6
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 this Notice of Meeting, approval to issue 50% of
the Company's share capital pursuant to this Resolution would
represent 24,565,324 Shares.
In exercising their powers to issue shares under Resolution 6
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.
5.3 Directors' recommendation and basis of recommendation
The Directors unanimously recommend that Shareholders vote in
favour of Resolution 6 as it affords the Company the flexibility to
potentially issue shares for non-cash consideration.
6. RESOLUTION 7 : DISAPPLICATION OF PRE-EMPTION RIGHTS
(AUTHORITY TO ALLOT SECURITIES FOR CASH CONSIDERATION PURPOSES)
6.1 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.
6.2 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 7 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 this
Notice of Meeting (being 24,565,324 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 7 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 7.
The minimum issue price of shares issued under the authority
approved by Resolution 7 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 7
(assuming it is approved by Shareholders) is in addition to the
ability to issue shares under Resolution 6 for non-cash
consideration.
6.3 Additional information
Resolution 7 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.
6.4 Directors' recommendation and basis of recommendation
The Directors unanimously recommend that Shareholders vote in
favour of Resolution 7 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 of Meeting and this Explanatory:
$ or AUD means Australian dollars.
Annual General Meeting or means the Annual General Meeting of Shareholders
Meeting to be by the Virtual Meeting Facility on
Monday, 30 November 2020 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 2020.
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 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, Laurence Read
and Daniel Smith
DI Holders means holders of depositary interests in
the Company.
Explanatory Statement means the explanatory statement accompanying
the Notice of Meeting.
Form of Instruction means, for DI Holders, the form of instruction
enclosed with this Notice.
Incentive Option means an option to acquire a Share on the
terms and conditions set out in Annexure
A.
Key Management Personnel has the same meaning as in the accounting
standards issued by the Australian Accounting
Standards Board and means those persons
having authority and responsibility for
planning directing and controlling the
activities of the Company, or if the Company
is part of a consolidated entity, of the
consolidated entity, directly or indirectly,
including any director (whether executive
or otherwise) of the Company, or if the
Company is part of a consolidated entity,
of an entity within the consolidated group.
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
and 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).
Valuation Date means 27 October 200.
VWAP means the volume weighted average price
of trades in the Company's Shares on AIM.
All references in this Notice to "GBP", "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.
Annexure A : Summary of the terms of the Incentive Options
The key terms and conditions of the Incentive Options to be
granted to Laurence Read, Myles Campion, Evan Kirby and Daniel
Smith (each an Optionholder) are summarised below:
(a) Each Incentive Option gives the Optionholder the right to
subscribe for one Share. To obtain the right given by each
Incentive Option, the Optionholder must exercise the Incentive
Options in accordance with the terms and conditions of the
Incentive Options.
(b) The Incentive Options will expire at 5.00 p.m. (WST) on the
date that is 36 months from their date of issue (Expiry Date). Any
Incentive Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
(c) The Incentive Options can be exercised on or before 3 years from the date of issue at:
(i) In the case of the Executive Directors the 10-day VWAP prior to the date of issue; and
(ii) In the case of the Non-executive Directors at a 45% premium
to the 10-day VWAP prior to the date of issue
(Exercise Price).
(d) The Incentive Options are subject to the following vesting conditions (Vesting Condition):
Director Total Incentive Tranche 1 Tranche 2 Tranche 3
Options
Laurence Read 600,000 200,000 200,000 200,000
------------------ ------------ ------------ ------------
Myles Campion 600,000 200,000 200,000 200,000
------------------ ------------ ------------ ------------
Evan Kirby 100,000 - 100,000 -
------------------ ------------ ------------ ------------
Daniel Smith 100,000 - 100,000 -
------------------ ------------ ------------ ------------
1. Tranche 1: vests on the delineation, by an independent third
party, of greater than a 4.5Mt Indicated Resource estimate at the
Toral Project, reported in accordance with JORC (2012);
2. Tranche 2: vests on the delivery of a positive
Pre-feasibility Study at the Toral Project with an independent
recommendation for the Company to continue advancing the project;
and
3. Tranche 3: vests on the submission of an application for a
Mining Licence at the Toral Project.
(e) The Incentive Options held by each Optionholder may be
exercised in whole or in part, and if exercised in part, multiples
of 1,000 must be exercised on each occasion.
(f) An Optionholder may exercise their Incentive Options by
lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Incentive Options specifying
the number of Incentive Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise
Price for the number of Incentive Options being exercised;
(Exercise Notice).
(g) An Exercise Notice is only effective when the Company has
received the full amount of the Exercise Price in cleared
funds.
(h) Within 10 business days of receipt of the Exercise Notice
accompanied by the Exercise Price, the Company will issue the
number of Shares required in respect of the number of Incentive
Options specified in the Exercise Notice.
(i) All Shares issued upon the exercise of Incentive Options
will upon issue rank pari passu in all respects with other Shares
in issue.
(j) The Company will not apply for quotation of any Incentive Options.
(k) If at any time the issued capital of the Company is
reconstructed, all rights of an Optionholder are to be changed in a
manner consistent with the Corporations Act and any applicable
listing rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent
in the Incentive Options and Optionholders will not be entitled to
participate in new issues of capital offered to Shareholders during
the exercise period of the Incentive Options. However, the Company
will ensure that for the purposes of determining entitlements to
any such issue, the record date will be in accordance with all
applicable listing rules. This will give Optionholders the
opportunity to exercise their Incentive Options prior to the date
for determining entitlements to participate in any such issue.
(m) An Incentive Option does not confer the right to a change in
exercise price or a change in the number of underlying securities
over which the Incentive Option can be exercised.
(n) Notwithstanding the Vesting Conditions in (d), all Incentive
Options will immediately vest to the Optionholder upon a change of
control event as defined in the Company's Incentive Plan (Change of
Control Event).
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END
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