TIDMFND
18 August 2009
Dear Shareholder
As you may be aware, Finders Resources Ltd (Finders) recently
announced a share placement to raise $20 million, by the issue of
60.6 million shares at an issue price of $0.33 per share. The issue
was over subscribed and was scaled back, but as the total number of
shares to be issued exceeds 15% of the total capital of the company,
that portion of the placement which exceeds 15% requires the approval
of shareholders. The formal notice of an extraordinary general
meeting of the company (EGM) to approve the issue of these shares is
included herewith.
The issue of the initial tranche 1 shares, totaling 16.6 million
shares and falling within the 15% limit was completed on 7th August.
The EGM also includes a resolution for shareholders to ratify the
issue of these shares so as to "refresh" the company's ability to
issue up to 15% of its capital within a 12 month period without
further shareholder approval.
An additional resolution at the EGM will seek approval for the grant
of 1 million incentive options, at an exercise price of $0.37 each
subject to specific performance hurdles to Mr Michael Stirzaker, who
has recently joined the board as Finance Director.
Funds raised will be applied to repaying the company's US$5.0 million
debt facility which is due by 31 December 2009. The balance of funds
raised will be used for completion of the Feasibility Study at the
Wetar Copper Project in Indonesia and for post feasibility work to
progress the project towards full development.
Also, as previously announced, the company will offer a Share
Purchase Plan (SPP) to registered shareholders as of record date 3
August 2009 to participate in the equity raising by subscribing up to
A$10,000 for new shares at a price of A$0.33. If fully subscribed,
the SPP would raise approximately AUD$4.9 million additional to the
current placement. Letters of offer with respect to this SPP will be
distributed separately to shareholders by Computershare.
Your Directors believe that this placement will greatly strengthen
the company's financial position going forwards, and all eligible
directors plan to support all the resolutions to be put at the EGM.
Thank you for your on-going support of Finders in this very exciting
phase of the company's development.
Yours faithfully
Russell Fountain
Chairman
Dear Shareholder,
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FINDERS
RESOURCES LIMITED ABN 82 108 547 413 ("COMPANY")
Notice is hereby given that an Extraordinary General Meeting (EGM) of
Shareholders is to be held as follows:
Venue: Finders Resources Limited, Suite 51, Level 3, 330 Wattle
Street, Ultimo NSW 2007.
Time: 10.00 am
Date: Monday 14 September 2009
The meeting will consider a number of resolutions related to past and
proposed security issues. These resolutions are explained in the
Explanatory Statement in some detail. Please find enclosed the
following documents in relation to the EGM:
Page
1. AGENDA.. 2
1.1. Special Business. 2
1.2. Voting Exclusion Statements. 3
1.3. Voting Rights and Proxies. 4
1.4. Voting and required majority. 4
1.5. Definitions. 4
1.6. Interpretation.. 5
2. EXPLANATORY STATEMENT.. 6
2.1. General 6
2.2. Approvals Required.. 6
2.3. Resolution 1 - Ratification of Previous Share Issue
(Tranche 1 Placement Shares) 6
2.4. Resolution 2 - Participation in Share Placement by
Placement Investors (Tranche 2 Placement Shares) 7
2.5. Resolution 3 - Granting Options to Michael Stirzaker. 7
3. APPOINTMENT OF A PROXY FORM.. 12
4. APPOINTMENT OF CORPORATE REPRESENTATIVE.. 15
We look forward to seeing you at the meeting and receiving your vote
in support of the resolutions. If you are not able to attend the EGM
in person, you are urged to complete and lodge the enclosed Proxy or
appointment of Corporate Representative form.
Ian Morgan
Company Secretary
12 August 2009
NOTICE IS GIVEN that an Extraordinary General Meeting of the Company
will be held on Monday 14 September 2009 at 10.00 am at Finders
Resources Limited, Suite 51, Level 3, 330 Wattle Street, Ultimo NSW
2007, to consider, and if thought fit, pass the resolutions below.
The Explanatory Statement and the Proxy Form accompanying this Notice
are incorporated in and comprise part of this Notice.
1. AGENDA
1.1. Special Business
1.1.1. Resolution 1 - Ratification of Previous Share Issue to
Placement Investors (Tranche 1 Placement Shares)
Resolution 1 is to consider and, if thought fit, with or without
amendment, to pass the following resolution as an ordinary
resolution:
"That for the purposes of ASX Listing Rule 7.4 and for all other
purposes, shareholders ratify the issue and allotment by the Company
on 7 August 2009 of 16,600,000 fully paid ordinary shares in the
capital of the Company ("Tranche 1 Placement Shares") for a cash
issue price of 33 cents per Share to the Placement Investors."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 1.
1.1.2. Resolution 2 - Approval of Share Placement to Placement
Investors (Tranche 2 Placement Shares)
To consider and, if thought fit, with or without amendment, to pass
the following ordinary Resolution:
"That, in accordance with ASX Listing Rule 7.1 and for all other
purposes, the Company be permitted and authorised to issue and allot
up to 45,000,000 Shares to the Placement Investors ("Tranche 2
Placement Shares") for a cash issue price of 33 cents per Share."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 2.
1.1.3. Resolution 3 - Granting Options to Michael Stirzaker
To consider and, if thought fit, with or without amendment, to pass
the following ordinary Resolution:
"That, for the purposes of ASX Listing Rule 10.11, approval is given
for the Directors to grant 1,000,000 Options to Michael Stirzaker, a
Director (or his nominee), on the terms and conditions set out in the
Explanatory Statement."
The Chairman of the meeting intends to vote undirected proxies in
favour of Resolution 3.
1.2. Voting Exclusion Statements
1.2.1. Resolution 1
For the purposes of ASX Listing Rules 7.5.6 and 14.11.1 and all other
purposes, the Company will disregard any votes cast on Resolution 1
by:
(i) each Placement Investor;
(ii) any Associate of a Placement Investor; and
(iii) a person who might obtain a benefit, except a
benefit solely in the capacity of a Shareholder, if the
resolution is passed, and an Associate of any such
person.
However, the Company will not disregard a vote if it is cast by:
(i) a person as proxy for a person who is entitled to
vote, in accordance with the directions on the proxy
form; or
(ii) a person chairing the meeting as proxy for a person
who is entitled to vote, in accordance with a direction
on the proxy form to vote as the proxy decides.
1.2.2. Resolution 2
In accordance with the notice requirements of ASX Listing Rule 7.3.8
for approval under ASX Listing Rule 7.1 and ASX Listing Rule 14.11.1,
the Company will disregard any votes cast on Resolution 2 by:
(i) each Placement Investor;
(ii) any Associate of that person; and
(iii) a person who might obtain a benefit, except a
benefit solely in the capacity of a Shareholder, if the
Resolution is passed, and an Associate of any such
person.
However, the entity will not disregard a vote if:
(i) it is cast by a person as proxy for a person who is
entitled to vote, in accordance with the directions on
the proxy form; or
(ii) it is cast by the person chairing the meeting as
proxy for a person who is entitled to vote, in accordance
with a direction on the proxy form to vote as the
proxy decides.
1.2.3. Resolution 3
For the purposes of ASX Listing Rule 10.13.6 and ASX Listing Rule
14.11.1, and all other purposes, the Company will disregard any votes
cast on Resolution 3 by:
(i) Michael Stirzaker;
(ii) any Associate of Michael Stirzaker; and
(iii) a person who might obtain a benefit, except a
benefit solely in the capacity of a Shareholder, if the
resolution is passed, and an Associate of any such
person.
However, the Company will not disregard a vote if it is cast by:
(i) a person as proxy for a person who is entitled to
vote, in accordance with the directions on the proxy
form; or
(ii) a person chairing the meeting as proxy for a person
who is entitled to vote, in accordance with a direction
on the proxy form to vote as the proxy decides.
1.3. Voting Rights and Proxies
(i) A member entitled to attend and vote at the meeting
has a right to appoint a proxy.
(ii) This appointment may specify the proportion or number
of votes that the proxy may exercise.
(iii) The proxy need not be a member of the Company.
(iv) A member who is entitled to cast two or more votes may
appoint two proxies and may specify the
proportion or number of votes that each proxy is
appointed to exercise. If the member appoints two
proxies and the appointment does not specify the
proportion or number of the member's votes that each
proxy may exercise, each proxy may exercise half of
the votes.
(v) Proxies may be lodged by:
* posting to Finders Resources Limited, Suite 51,
Level 3, 330 Wattle St Ultimo NSW 2007; or
* facsimile to Finders Resources Limited on facsimile
number +61 2 9212 0200, so that it is received no
later than 10.00 am, 11 September 2009, Sydney
time
(vi) All United Kingdom holders of the Company's depositary
interests will receive a Form of Instruction for
use at the Extraordinary General Meeting instead of a
Proxy Form.
(vii) To be valid, the Form of Instruction, duly signed and
executed, together with a power of attorney (if any) or
other authority under which it is signed (if any) must
be deposited at the offices of the Custodian,
Computershare Investor Services PLC, PO Box 1075, The
Pavilions, Bridgwater Road, Bristol BS99
7NH at least 96 hours before the time for holding the
meeting.
1.4. Voting and required majority
For the purpose of determining a person's entitlement to vote at the
Extraordinary General Meeting, a person will be recognised as a
member of the Company and the holder of Shares if that person is
registered as a holder of those Shares at 5:00pm Sydney time on 10
September 2009, being the second Business Day prior to the date of
the Extraordinary General Meeting.
In accordance with the Corporations Act, for the resolutions to be
effective:
(i) the resolutions must be passed at a General Meeting
of which not less than 28 days written notice
specifying the intention to propose the resolutions
has been given (satisfied by this Notice); and
(ii) in the case of ordinary resolutions must be passed by
more than 50% of all the votes cast by Shareholders
present and entitled to vote on the resolutions
(whether in person or by proxy, attorney or representative).
On a show of hands every Shareholder has one vote, and on a poll,
every Shareholder has one vote for each fully paid Share.
1.5. Definitions
For the purposes of this Explanatory Statement and the Notice of
Extraordinary General Meeting the following definitions apply unless
the context requires otherwise.
Associate has the meaning given to that term in Part 1.2, Division 2
of the Corporations Act.
ASX means ASX Limited ABN 98 008 624 691.
ASX Listing Rules means the official listing rules issued and
enforced by the ASX as amended from time to time.
Board or Board of Directors means the board of Directors of the
Company.
Company means Finders Resources Limited (ABN 82 108 547 413).
Constitution means the constitution of the Company, as amended from
time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the directors of the Company from time to time.
EGM or Extraordinary General Meeting means the extraordinary general
meeting to be held at 10.00 am on Monday 14 September 2009 and
notified to the Company's Shareholders by this Notice.
Explanatory Statement means the explanatory statement incorporated
into this Notice.
Issued Shares means the total number of ordinary fully paid shares
currently on issue.
Notice means this notice incorporating the Explanatory Statement.
Option(s) means the right to acquire one Share for an exercise price
during a defined period.
Placement means the placement of fully paid ordinary shares to a
limited number of institutions and other exempt investors in
accordance with Section 708 of the Corporations Act.
Placement Investors means institutional or sophisticated investors,
being persons who, because of one or more of sections 708(8),
708(10), 708(11) and 708(12) of the Corporations Act, have subscribed
for Tranche 1 Placement Shares or will subscribe for Tranche 2
Placement Shares without receiving a disclosure document issued by
the Company in accordance with Part 6D.2 of the Corporations Act,
excluding related parties of the Company.
Share means a fully paid ordinary share in the issued capital of the
Company and Shares has a corresponding meaning.
Shareholder means shareholder of the Company and Shareholders has a
corresponding meaning.
Tranche 1 Placement Shares means 16,600,000 Shares issued and
allotted on 7 August 2009 for a cash issue price of 33 cents per
Share to the Placement Investors.
Tranche 2 Placement Shares means up to 45,000,000 Shares to be issued
and allotted within three months of the EGM to Placement Investors
for a cash issue price of 33 cents per Share.
1.6. Interpretation
For the purposes of interpreting the Explanatory Statement and the
Notice:
(i) the singular includes the plural and vice versa;
(ii) words importing any gender include both genders;
(iii) reference to any statute, ordinance, regulation, rule
or other law includes all regulations and other
instruments and all consolidations, amendments,
re-enactments or replacements for the time being in force;
(iv) all headings, bold typing and italics (if any) have
been inserted for convenience of reference only and do
not define limit or affect the meaning or
interpretation of the Explanatory Statement and the Notice;
(v) reference to persons includes bodies corporate and
government authorities and in each and every case,
includes a reference to the person's executors,
administrators, successors, substitutes (including without
limitation persons taking by novation and
assignment); and
(vi) reference to cents, $, A$, Australian Dollars or
dollars is a reference to the lawful tender for the time being
and from time to time of the Commonwealth of
Australia.
By order of the Board of Directors
Ian Morgan
Company Secretary
12 August 2009
2. EXPLANATORY STATEMENT
2.1. General
This Explanatory Statement has been prepared to provide you with
material information reasonably required to enable you to make an
informed decision on how to vote upon the business to be conducted at
the Extraordinary General Meeting (EGM).
The purpose of the EGM is to consider and if thought fit, pass the
Resolutions.
The Directors recommend that Shareholders read this Explanatory
Statement, which forms part of the accompanying Notice of Meeting of
Shareholders, before determining whether to support the Resolutions
or otherwise.
2.2. Approvals Required
ASX Listing Rule 7.1 provides that, without approval of the
Shareholders, the Company must not issue or agree to issue more
equity securities if such issue, if aggregated with the securities
issued by the Company during the previous 12 months, would be such
amount that would exceed 15% of the issued shares at the commencement
of that 12 month period (subject to certain exemptions not relevant
to the Company's present circumstances).
Although the issues of 16,600,000 Tranche 1 Placement Shares were
within the 15% prescribed limit when issued, Shareholder approval was
not obtained prior to the issues of those Shares.
However, ASX Listing Rule 7.4 treats the issues of those Tranche 1
Placement Shares made without the approval under ASX Listing Rule 7.1
as having been made with approval, for the purposes of ASX Listing
Rule 7.1, if those issues did not breach ASX Listing Rule 7.1 and
Shareholders subsequently approve them.
Those issues did not breach ASX Listing Rule 7.1.
Under Resolution 1, the Company seeks the ratification by the
Shareholders of the issues and allotments of the Tranche 1 Placement
Shares, so as to 'refresh' the effect of ASX Listing Rule 7.1 on any
further issues of securities in the next 12 months.
2.3. Resolution 1 - Ratification of Previous Share Issue
(Tranche 1 Placement Shares)
For the purposes of the ASX Listing Rule 7.5, the following
information is given to Shareholders:
Issue Date: 7 August 2009
ASX Listing Rule 7.5.1: Number of Shares: 16,600,000
ASX Listing Rule 7.5.2: Issue Price: 33 cents cash each Share.
ASX Listing Rule 7.5.3: Terms of the securities: the issued shares
are fully paid ordinary shares and are on the same terms as existing
fully paid ordinary shares in the Company.
ASX Listing Rule 7.5.4: Allottee (basis): the allottees are certain
professional and sophisticated investors unrelated to the Company.
ASX Listing Rule 7.5.5: Use or intended use of the funds raised:
The funds raised by the issue and allotment of Tranche 1 Placement
Shares to the Placement Investors will be applied to repay half the
Company's US$5.0 million debt facility, complete the Wetar
feasibility study and provide additional working capital.
ASX Listing Rule 7.5.6: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.2.1 of this Notice.
2.4. Resolution 2 - Participation in Share Placement by
Placement Investors (Tranche 2 Placement Shares)
Pursuant to ASX Listing Rule 7.3, the following information is
provided regarding ASX Listing Rule 7.1 approval:
ASX Listing Rule 7.3.1: Maximum number of securities to be issued
and allotted pursuant to Resolution 2: Up to 45,000,000 Tranche 2
Placement Shares will be issued and allotted to Placement Investors.
ASX Listing Rules 7.3.2 and 7.3.7: Date by which securities will be
issued and allotted: If Shareholder approval is obtained, the issue
and allotment of Tranche 2 Placement Shares to the Placement
Investors will occur on a date or dates which is or are no later than
three months after the date of this Extraordinary General Meeting or
such later time as deemed appropriate by an ASX waiver.
ASX Listing Rule 7.3.3: Issue price of securities: The issue price
is a cash issue price of 33 cents per Tranche 2 Placement Share.
ASX Listing Rule 7.3.4: Names of allottees: The allottees are the
Placement Investors. The Placement Investors must be persons who are
not related parties of the Company.
ASX Listing Rule 7.3.5: Terms of securities: The Company will apply
to the ASX to have Tranche 2 Placement Shares officially quoted and
they will rank equally with all the other Shares on issue. In all
other respects, the rights and entitlements of the holders in respect
of the Tranche 2 Placement Shares issued to the Placement Investors
will be identical to the rights and entitlements of the holders of
existing issued Shares.
ASX Listing Rule 7.3.6: Intended use of the funds: The funds raised
by the issue and allotment of Tranche 2 Placement Shares to the
Placement Investors will be applied to complete the repayment of the
Company's US$5 million debt facility which is due by 31 December
2009. The balance of funds raised will be used for completion of the
Wetar feasibility study and for post feasibility work to progress the
project towards full development and provide additional working
capital.
ASX Listing Rule 7.3.8: A voting exclusion statement: A voting
exclusion statement is included at paragraph 1.2.2 of this Notice.
2.5. Resolution 3 - Granting Options to Michael Stirzaker
2.5.1. General
The Company proposes to issue 1,000,000 Options to Michael Stirzaker
as part of his remuneration package as an executive Director of the
Company, and to secure his ongoing commitment to the continued growth
of the Company.
In determining the number and terms of the Options to be issued to
Michael Stirzaker or his nominee, consideration was given to his
relevant experience and role as a Director, his overall remuneration
terms including whether the Options constitute reasonable
remuneration in the circumstances, the current market price of Shares
and the terms of option packages granted to directors of other
companies within the sector in which the Company operates.
Shareholder approval for the issue of the Options to Michael
Stirzaker is required pursuant to ASX Listing Rule 10.11.
2.5.2. ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires a listed company to obtain
shareholder approval by ordinary resolution prior to the issue of
securities to a related party of the Company (which includes a
director).
Separate approval pursuant to ASX Listing Rule 7.1 is not required in
order to issue the Options to Michael Stirzaker, as approval is being
obtained under ASX Listing Rule 10.11. Shareholders should note that
the issue of securities to Michael Stirzaker will not be included in
the 15% calculation for the purposes of ASX Listing Rule 7.1.
2.5.3. Technical Information Required by ASX Listing Rule 10.13
ASX Listing Rule 10.13 sets out a number of matters which must be
included in a notice of meeting proposing an approval under ASX
Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the
following information is provided in relation to Resolution 3:
ASX Listing Rule 10.13.1: Name of person: Michael Stirzaker or his
nominee.
ASX Listing Rule 10.13.2: Maximum number of securities to be issued
to the person: 1,000,000 Options.
ASX Listing Rule 10.13.3: Date by which the securities are to be
issued: The Options will be issued no later than one (1) month after
the date of the Extraordinary General Meeting (or such later date as
permitted by any ASX waiver or modification of the ASX Listing Rules)
and it is anticipated that allotment will occur on the same date.
ASX Listing Rule 10.13.4: Nature of relationship: Michael Stirzaker
is an executive Director of the Company.
ASX Listing Rule 10.13.5: Issue price of the securities and a
statement of terms of issue: Each Option will entitle the holder to
subscribe for one Share in the Company. The Option terms include:
(i) The Options will vest and become exercisable at any
time commencing the Vesting Date (defined below)
and prior to the date 5 years after the date of
granting the Options (Expiry Date).
(ii) Vesting Date means the date that is 180 days after the
first drawdown under a debt facility (excluding
convertible notes) to fund the construction and
operation of the Full Scale Wetar Copper Project or, if the
Company decides that equity (including convertible
notes) rather than debt will be the source of funding for
the Full Scale Wetar Copper Project, then the date of
receipt of the last raising of equity.
(iii) Full Scale Wetar Copper Project means the Wetar copper
project commissioned to produce at the rate
approved by the Board following completion of a
feasibility study.
(iv) Each Option will be issued for no consideration.
(v) Options not exercised on or before the Expiry Date will
automatically lapse.
(vi) The exercise price of each Option is 37 cents per
Share.
(vii) Options may only be exercised by notice in writing to
the Board delivered to the registered office of the
Company.
(viii) The notice is only effective (and only becomes
effective) when the Company has received value for the full
amount of the exercise price (for example, if the
exercise price is paid by cheque, by clearance of that
cheque).
(ix) All Shares allotted upon exercise of Options rank pari
passu in all respects with Shares previously issued
and, in particular, entitle the holder to participate
fully in:
a) dividends declared by the Company after the date of
allotment; and
b) all issues of securities made or offered pro rata to
holders of Shares.
(x) The Company will not apply for official quotation by
ASX of any Options.
(xi) The Company must apply for official quotation of all
Shares allotted pursuant to the exercise of these
Options within a timeframe in accordance with the ASX
Listing Rules.
(xii) The Option holder may only participate in entitlements
issues of securities to Shareholders if an Option has
been exercised and Shares allotted in respect of the
Option before the record date for determining
entitlements to the issue.
(xiii) Neither the exercise price nor the underlying number of
Shares into which an Option may be converted will
be adjusted upon any entitlements issue or other issue
of securities by the Company.
(xiv) In the event of any reconstruction (including
consolidations, subdivisions, reduction or return) of the
authorised or issued capital of the Company, the
number of the Options or the exercise price of the Options
or both shall be reconstructed (as appropriate) in
accordance with the ASX Listing Rules.
ASX Listing Rule 10.13.6A: Intended use of the funds: The Options
will be issued for no cash consideration and otherwise for the
reasons set out in Section 2.5 of this Explanatory Statement. No
funds will be raised from the issue of the Options to Michael
Stirzaker or his nominee.
ASX Listing Rule 10.13.6: Voting exclusion statement: A voting
exclusion statement is included at paragraph 1.2.3 of this Notice.
2.5.4. Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act regulates the provision of
financial benefits to related parties by a public company. Section
208 of the Corporations Act prohibits a public company giving a
financial benefit (which includes options) to a related party (which
includes a Director) without prior shareholder approval unless one of
a number of exceptions applies. It is the Directors' view that the
exception set out in Section 211 (benefits that are reasonable
remuneration) applies in this case.
2.5.5. Additional Information
The following additional information is provided to enable
Shareholders to assess the proposed issue of the Options to Michael
Stirzaker or his nominee:
The related party to whom the financial benefit will be given:
Michael Stirzaker or his nominee.
The nature of the financial benefits:
1,000,000 Options, each to subscribe for one Share.
Director's recommendations:
Michael Stirzaker declines to make a recommendation to Shareholders
in relation to Resolution 3 due to his material personal interest in
the outcome of the Resolution.
Russell Fountain, Christopher Farmer, Stephen de Belle, Stephen
Lonergan, T Quinn Roussel and Robert Thomson each recommend that
Shareholders vote in favour of Resolution 3 as they are of the view
that the issue of the Options to Michael Stirzaker or his nominee is
an appropriate form of reasonable remuneration to provide him with an
incentive to maximise returns to Shareholders. The Directors are not
aware of any other information that would be reasonably required by
Shareholders to allow them to make a decision whether it is in the
best interests of the Company to pass Resolution 3.
Director's interest in resolution:
None of Russell Fountain, Christopher Farmer, Stephen de Belle,
Stephen Lonergan, T Quinn Roussel or Robert Thomson has an interest
in Resolution 3.
If Resolution 3 is passed, Michael Stirzaker or his nominee will
receive Options to subscribe for Shares in the Company.
All other relevant information:
Remuneration generally: As at the date of this Notice, the annual
remuneration payable to Michael Stirzaker as Director's fees for his
services is $nil.
During the previous financial year Michael Stirzaker received $nil as
Director's fees for his services to the Company.
Under a consultancy agreement entered into with an entity related to
Michael Stirzaker prior to his appointment as a Director, the Company
pays $15,000 per month for his services from 1 July 2009 and will pay
an additional fee of $75,000 on the Vesting Date. Pursuant to the
agreement, the fees paid and payable by the Finders group for Mr.
Stirzaker's services up to 31 July 2009 total $15,000.
Director's current interests:
As at the date of this Notice, Michael Stirzaker has an indirect
interest in 4,017,858 Shares in the Company.
Dilution effect:
If Shareholders approve the issue of the Options to Michael Stirzaker
or his nominee, and all of the Options are exercised by Michael
Stirzaker or his nominee, the effect will be to dilute the
shareholding of existing Shareholders by 0.86% on an undiluted basis
(based on 115,717,311 Shares currently being on issue) or by 0.56% if
each of the other Resolutions in this Notice is approved by
Shareholders.
Share trading prices in the past 12 months:
In the 12 months preceding the date of this Notice, the highest,
lowest and last trading price of Shares on the ASX are as set out
below:
+-----------------+
| | Cents |
|---------+-------|
| Highest | 80.0 |
|---------+-------|
| Lowest | 21.0 |
|---------+-------|
| Last | 38.0 |
+-----------------+
Valuation of Options:
The Options have been valued by internal management of the Company
using the Black-Scholes pricing model and based upon the following
assumptions:
(i) the valuation date for the Options is 12 August 2009,
although the Options will not be granted until the
Shareholders have approved the grant of these
Options;
(ii) the market price of a Share quoted on the ASX as at 5
August 2009 was 38.0 cents;
(iii) the exercise price of the Options is 37.0 cents;
(iv) the Options expire on the date 5 years after the date
of granting the Options;
(v) a risk free rate of 5.23% (being an estimate of the 5
year government bond rate);
(vi) a volatility rate of 76.7% has been applied after
considering the industry volatility for the past twenty-six
months on a daily basis;
(vii) the Options will not be listed on the ASX;
(viii) the Options vest and become exercisable on the Vesting
Date, which will only occur if the vesting
conditions described at paragraph 2.5.3 of this Notice
are satisfied; and
(ix) the valuation noted below is not necessarily the market
price that the Options could be traded at and it is
not automatically the market price for taxation
purposes.
Based on the above assumptions, the value of each Option to be issued
to Michael Stirzaker or his nominee is 22.2 cents.
3. APPOINTMENT OF A PROXY FORM
If appointing a Proxy to attend the Extraordinary General Meeting on
your behalf, please complete and lodge this Proxy form in accordance
with the instructions following.
I/We
__________________________________________________________________________________
being a shareholder/shareholders of Finders Resources Limited
pursuant to my/our right to appoint not more than two proxies,
appoint
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|| The Chairman of | | | | Write here the name of the |
|| the Meeting | OR | | | person you are appointing if |
|| (mark with an "X") | | | | this person is someone other |
|| | | | | than the Chairman of the |
|| | | | | Meeting. |
|--------------------------+---+---+--------------------------------|
| | | | |
|--------------------------+---+---+--------------------------------|
| | | | |
| or failing him/her | | | Write here the name of the |
| | | | other person you are |
| | | | appointing. |
+-------------------------------------------------------------------+
or failing him/her, (or if no proxy is specified above) the Chairman
of the meeting, as my/our proxy to vote for me/us and on my/our
behalf at the Extraordinary General Meeting to be held at 10.00 am
(Sydney time) on Monday 14 September 2009 at Finders Resources
Limited, Suite 51, Level 3, 330 Wattle Street, Ultimo NSW 2007 and
any adjournment of that meeting.
+-------------------------------------------------------------------+
| |
| This proxy is to be used in respect of % |
| of the Ordinary Shares I/we hold. |
|-------------------------------------------------------------------|
| |
|-------------------------------------------------------------------|
| | If you wish to indicate how your proxy is to vote, please |
| | place an "X" in the appropriate box, beside each |
| | resolution, below. If no indication is given on a |
| | resolution, the proxy may abstain or vote at his/her |
| | discretion. Proxies lodged in favour of the Chairman which |
| | do not include a vote will be used to vote in favour of the |
| | resolutions. |
| | |
|-----+-------------------------------------------------------------|
| | If the Chair of the meeting is appointed as your proxy, or |
| | may be appointed by default and you do not wish to direct |
| | your proxy how to vote please place a mark in the box. By |
| | marking this box, you acknowledge that the Chair of the |
| | meeting may exercise your proxy even if he has an interest |
| | in the outcome the resolutions. Votes cast by the Chair of |
| | the meeting for the resolutions other than as proxy holder |
| | will be disregarded because of that interest. If you do not |
| | mark this box, and you have not directed your proxy how to |
| | vote, the Chair will not cast your votes on the resolutions |
| | and your votes will not be counted in calculating the |
| | required majority if a poll is called on the resolutions. |
| | The Chair intends to vote 100% of all open proxies in |
| | favour of all resolutions. |
+-------------------------------------------------------------------+
Voting directions to your proxy - please mark x to indicate your
directions
For Against Abstain*
To consider and, if thought fit, to
pass, with or without amendment, the
following resolutions as ordinary
resolutions:
Resolution 1: To ratify issue
of 16,600,000 Shares to Placement
Investors
Resolution 2: To approve the
placement of up to 45,000,000 Shares
to Placement Investors
Resolution 3: To approve the
granting of 1,000,000 Options to
Michael Stirzaker
* If you mark the Abstain box for a particular item, you
are directing your proxy not to vote on your behalf on a show of
hands or on a poll and your votes will not be counted in computing
the required majority on a poll.
PLEASE SIGN HERE
This section must be signed in accordance with the instructions
overleaf to enable your directions to be implemented. Executed in
accordance with section 127 of the Corporations Act 2001 (Cth):
Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder
3
Sole Director & Company Director / Company Director
Secretary Secretary
Dated this Day of 2009
Instructions for Completing Proxy Form
1. A member entitled to attend and vote at a Meeting is
entitled to appoint a proxy to attend and vote on behalf of that
member.
2. A duly appointed proxy need not be a member of the
Company. This form should be signed by the member. If a joint
holding, either member may sign. If signed by the member's attorney,
the power of attorney must have been previously noted by the Company
or a certified copy attached to this form. If executed by a company,
the form must be executed in accordance with the member's
constitution and the Corporations Act 2001.
3. Corporate shareholders should comply with the execution
requirements set out on the proxy form or otherwise with the
provisions of Section 127 of the Corporations Act 2001. Section 127
of the Corporations Act 2001 provides that a company may execute a
document without using its common seal if the document is signed by:
* directors of the company;
* a director and a company secretary of the company;
or
* for a proprietary company that has a sole director
who is also the sole company secretary - that director.
4. For the Company to rely on the assumptions set out in
Section 129(5) and (6) of the Corporations Act 2001,
a document must appear to have been executed in
accordance with Section 127(1) or (2). This effectively
means that the status of the persons signing the document
or witnessing the affixing of the seal must be set out
and conform to the requirements of Section 127(1) or (2)
as applicable. In particular, a person who
witnesses the affixing of a common seal and who is the
sole director and sole company secretary of the
company must state that next to his or her signature.
5. Completion of a proxy form will not prevent individual
shareholders from attending the meeting in person if
they wish. Where a shareholder completes and lodges a
valid proxy form and attends the meeting in person,
then the proxy's authority to speak and vote for that
shareholder is suspended while the shareholder is present
at the meeting
6. Where a proxy form or form of appointment of corporate
representative is lodged and is executed under
power of attorney, the power of attorney must be lodged
in like manner as this proxy.
7. To vote by proxy, please complete and sign the proxy form
enclosed and send the proxy form by:
* post to Finders Resources Limited, Suite 51, Level
3 330 Wattle St Ultimo NSW 2007; or
* facsimile to Finders Resources Limited on facsimile
number +61 2 9212 0200, so that it is received not
later than 10.00 am, 11 September 2009, Sydney
time.
Proxy forms received later than this time will be invalid.
8. Chapter 2C of the Corporations Act requires information
about you as a member (including your name,
address and details of the shares you hold) to be
included in the public register of the entity in which you hold
securities. Information is collected to administer your
shareholding and if some or all of the information is not
collected then it might not be possible to administer
your shareholding. You can access your personal
information by contacting the Company at the address or
telephone number shown on this form.
4. APPOINTMENT OF CORPORATE REPRESENTATIVE
Pursuant to Section 250D of the Corporations Act 2001
__________________________________________________ (ABN/ACN/ARBN
____________________ )
(Insert name of Shareholder/Body Corporate & ACN/ARBN)
hereby authorises
__________________________________________________________________
(Insert name of appointee)
(*) 1. To act as the Company's representative at all General
Meetings of FINDERS Resources Limited (ABN 82 108 547 413).
(*) 2. To act as the Company's Representative at the
Extraordinary General Meeting to commence at 10.00 am on Monday 14
September 2009 and any adjournment thereof.
Dated this ________________ day of _______________________________
2009
Executed by the corporation in accordance with its
Constitution/Section 127 of the
Corporations Act 2001 in the presence of:
___________________________________
___________________________________
(*) Director
(*) Sole Director & Sole Secretary
___________________________________
(*) Director/Secretary
Affix Common Seal here (optional)
(*) Delete if not applicable
This authority may be sent to the registered office or share registry
office of the Company in advance of the meeting as set out in the
Notice of Extraordinary General Meeting which this appointment
accompanies or handed in at the Extraordinary General Meeting when
registering as a company representative. In either case, the
authority will be retained by the Company.
=--END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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