ELKEDRA DIAMONDS NL
Level 1, 130 Hay Street
Subiaco WA 6008
PO Box 8035, Subiaco East WA 6008
Telephone: +61-8-6830 2855
Facsimile: +61-8-6830 1644
E-mail: elkedra@elkedra.com.au
Web Site: www.elkedra.com.au
24 February 2006
The Manager
Centralised Company Announcement Office
Australian Stock Exchange Limited
10th Floor, 20 Bond Street
Sydney NSW 2000
RE: Notice of General Meeting
Please find attached hereto a copy of Notice of General Meeting for 28 March
2006, including an Explanatory Memorandum and Proxy Form, forwarded to
shareholders.
The principal purpose for convening the General Meeting is to allow
shareholders to consider and approve an offer to certain of its UK warrant
holders offering to cancel each 12p Warrant, which expire on 31 August 2007, in
exchange for taking up an equivalent number of fully paid ordinary shares at
10p.
The Company has 23,487,247 warrants listed on the AIM market, expiring 31
August 2007 and exercisable at 12p.
The issue of ordinary shares at 10p represents a 2p reduction to what the
warrant holders would otherwise be required to pay on 31 August 2007 if they
were to exercise the warrants at that time. The company has received
indications from investors holding more that 50% of the total number of
Warrants of their willingness to accept this offer. On the basis that at least
50% of the warrant holders accept this offer the company would raise some
GBP1.1 million (A$2.6 million).
The current 12p (A$0.28) exercise price has for some time been well below the
Company's existing share price as quoted both on the AIM (19p = A$0.44) market
and the ASX market. The directors of the Company therefore recommend to
shareholders to vote in favour of this resolution as it will increase the cash
reserves of the company without the necessity to issue any additional shares
and thereby reducing any further dilution for all shareholders.
An Appendix 3B will be lodged upon allotment of the new Elkedra shares.
We look forward to all shareholders participation at the General Meeting.
SHOULD YOU WISH TO VIEW THE COMPLETE NOTICE- PLEASE VISIT OUR WEBSITE: www.elkedra.com.au
For and behalf of the Board
Max Cozijn
Company Secretary/Director
cc: DB/SR/TT
NOTICE OF GENERAL MEETING
and
EXPLANATORY MEMORANDUM
Date of Meeting
28 March 2006
Time of Meeting
2.00 pm
Place of Meeting
First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia
NOTICE OF GENERAL MEETING
The attached Explanatory Memorandum
should be read in conjunction with this Notice of General Meeting
NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Elkedra
Diamonds NL will be held at First Floor, The Celtic Club, 48 Ord Street, West
Perth, Western Australia on 28 March 2006 at 2.00 pm.
AGENDA
Information on the proposals to which the resolutions set out below relate is
contained in the explanatory memorandum which accompanies and forms part of
this Notice of Meeting (the "Explanatory Memorandum"). Words and expressions
defined in the Explanatory Memorandum have the same meanings where used in this
Notice of Meeting.
RESOLUTION 1 - CANCELLATION OF WARRANTS
To consider, and if thought fit to pass, the following resolution as an
ordinary resolution:
"That for the purpose of ASX Listing Rules 6.23.2 and 7.1 and all other
purposes, this meeting approves the cancellation by the Company of up to
23,487,247 warrants to subscribe for fully paid ordinary shares in the Company
("Shares"), exercisable at �0.12 per Share and expiring on 31 August 2007, in
consideration of the allotment and issue to the holders of those warrants, for
cash at an issue price of �0.10 per Share, of a corresponding number of
Shares."
Note:
a. The funds raised by the issue of shares referred to in resolution 1 will be
used to assist in providing working capital for the Chapada Diamond Project
in Brazil and for advancing exploration.
b. The shares will, from their date of allotment, rank pari passu in all
respects with all other fully paid ordinary shares in the Company then on
issue.
c. The shares will all be issued on the same date, which will be not later
than 3 months after the date of the general meeting.
d. In accordance with Listing Rules 7.3.8 and 6.23.2, any votes cast on
resolution 1 (other than (i) by a person as proxy for a person who is
entitled to vote, in accordance with the directions on the proxy form, or
(ii) 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) by or on behalf of any holder of the warrants
referred to in that resolution, or any other person who might obtain a
direct benefit if the resolution is passed (except a benefit solely in the
capacity of a security holder), or any of their respective associates, will
be disregarded.
RESOLUTION 2 - ALLOTMENT OF SHARES TO RAB SPECIAL SITUATIONS (MASTER) FUND
LIMITED
To consider, and if thought fit to pass, the following resolution as an
ordinary resolution:
"That, subject to the passing of resolution 1 set out in the notice convening
this meeting, for the purpose of ASX Listing Rule 7.1, section 611 (item 7) of
the Corporations Act 2001, and all other purposes, this meeting approves and
agrees to the allotment and issue to RAB Special Situations (Master) Fund
Limited of up to 9,500,000 fully paid ordinary shares in the Company at an
issue price of �0.10 per share".
Note:
a. The shares referred to resolution 2 are to be issued to RAB upon the
cancellation of warrants (described in resolution 1) held by RAB. The funds
raised by the issue of those shares will be used to assist in providing
working capital for the Chapada Diamond Project in Brazil and for advancing
exploration.
b. The shares will, from their date of allotment, rank pari passu in all
respects with all other fully paid ordinary shares in the Company then on
issue.
c. The shares will all be issued on the same date, which will be not later
than 3 months after the date of the general meeting.
d. In accordance with Listing Rule 7.3.8 and section 611 (item 7) of the
Corporations Act 2001, any votes cast on resolution 2 (other than (i) by a
person as proxy for a person who is entitled to vote, in accordance with
the directions on the proxy form, or (ii) 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) behalf of RAB, or
any other person who might obtain a direct benefit if that resolution is
passed (except a benefit solely in the capacity of a security holder), or
any of their respective associates, will be disregarded.
RESOLUTION 3 - RATIFICATION OF PLACEMENT
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, this
meeting approves the allotment and issue on 16 December 2005 of a total of
3,117,0569 fully paid ordinary shares in the Company at an issue price of �0.17
(A$0.40) per share, further details of which are set out in the explanatory
memorandum which accompanied the notice convening this meeting".
Note:
a. The shares referred to in resolution 3 were issued on 16 December 2005. The
shares rank, from their date of allotment, pari passu in all respects with
all other full paid ordinary shares in the Company on issue.
b. The funds raised by the issue ($1,246,823 before issue expenses) have been
and are to be used to fund the Company's ongoing exploration activities and
provide working capital for the Company's operational and administration
expenses.
c. In accordance with Listing Rule 7.5.6, any votes cast on resolution 3
(other than (i) by a person as proxy for a person who is entitled to vote,
in accordance with the directions on the proxy form, or (ii) 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)
by any person who participated in the issue of shares referred to in that
resolution, or any associate of that person, will be disregarded.
PROXIES
In accordance with section 249L of the Corporations Act 2001, members are
advised that:
* each member has a right to appoint a proxy;
* the proxy need not be a member of the Company;
* a member 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. If no proportion or number is specified, then in accordance
with section 249X(3) of the Corporations Act 2001, each proxy may exercise
one-half of the votes.
In accordance with section 250BA of the Corporations Act 2001, the Company
specifies the following information for the purposes of receipt of proxy
appointments:
Registered office: Level 1, 130 Hay Street
Subiaco, WA 6008
Fax number: (08) 6380 1644
Postal Address: PO Box 8035
Subiaco East, WA 6008
Each member entitled to vote at the general meeting has the right to appoint a
proxy to attend and vote at the meeting on his behalf. The member may specify
the way in which the proxy is to vote on each resolution or may allow the proxy
to vote at his discretion. The instrument appointing the proxy must be received
by the Company at the address specified above at least 24 hours before the time
notified for the meeting (proxy forms can be lodged by fax).
In accordance with regulation 7.11.38 of the Corporations Regulations 2001, the
Company determines that fully paid ordinary shares held as at 2.00 pm on 27
March 2006 will be taken, for the purposes of the general meeting, to be held
by the persons who held them at that time.
By Order of the Board
_____________________
M D J Cozijn
Company Secretary
24 February 2006
ELKEDRA DIAMONDS NL
(ABN 42 092 334 220)
EXPLANATORY MEMORANDUM TO SHAREHOLDERS
1. INTRODUCTION
This Explanatory Memorandum has been prepared for the information of
shareholders of Elkedra in connection with the business to be transacted at the
general meeting of the Company to be held on 28 March 2006.
At that meeting, shareholders will be asked to consider resolutions:
* approving the cancellation of certain warrants issued by the Company in
connection with its listing on the Alternative Investment Market of the
London Stock Exchange;
* approving an allotment of shares to RAB Special Situations (Master) Fund
Limited as part of that proposal; and
* ratifying a placement of shares;
The purpose of this Explanatory Memorandum is to provide information that the
Board believes to be material to shareholders in deciding whether or not to
approve those proposals. The Explanatory Memorandum explains the proposals and
identifies the Board's reasons for putting them to shareholders. It should be
read in conjunction with the accompanying Notice of Meeting.
2. GLOSSARY
The following terms and abbreviations used in this Explanatory Memorandum have
the following meanings:
Act or Corporations Act Corporations Act 2001 (Cth.)
Elkedra or Company Elkedra Diamonds NL (ABN 42 092 334 220)
AIM The Alternative Investment Market of the
London Stock Exchange
ASIC Australian Securities and Investments
Commission
ASX Australian Stock Exchange Limited
(ACN 008 624 691)
ASX Listing Rules or Listing The Official Listing Rules of the ASX,
Rules as amended from time to time
Board The board of directors of the Company
December 2005 Placement The placement of Shares described in
Section 7 of this Explanatory Memorandum
General Meeting The general meeting of the Company to be
held on 28 March 2006
Notice of Meeting The notice convening the General Meeting
which accompanies this Explanatory
Memorandum
RAB RAB Special Situations (Master) Fund
Limited, a closed-end investment company
registered in the Cayman Islands
RAB Capital RAB Capital Plc, a London-based
investment management company listed on
AIM
Shares or Elkedra Shares Fully paid ordinary shares in the
Company
Warrants Warrants to subscribe for Elkedra Shares
exercisable at �0.12 and expiring on 31
August 2007.
3. BACKGROUND TO THE RESOLUTIONS
In September 2004 Elkedra listed on the London Stock Exchange's Alternative
Investment Market. In connection with that listing, the Company issued a total
of 23,487,247 warrants to subscribe for Elkedra Shares, exercisable at �0.12
per Share and expiring on 31 August 2007. The Warrants are held by a range of
institutional and professional investors and are quoted on AIM (though not on
the ASX).
A number of those investors have expressed an interest in exchanging their
Warrants for the right to subscribe immediately for Elkedra Shares at �0.10 per
Share (i.e. a discount of �0.02 to the exercise price of the Warrants).
Given that the Warrants are significantly "in the money" at the current share
price and are therefore likely to be exercised prior to their expiry on 31
August 2007, there is obviously an advantage to the Company in raising
additional equity from warrant holders in advance of the Warrants expiring,
albeit at a slightly lower issue price, rather than placing any new shares,
further expanding the issued capital.
A valuation of the Warrants employing the widely-accepted Black Scholes method
discloses that the value to the Company of receiving �0.10 per Share
immediately is approximately the same as the receipt of �0.12 per Share in 18
months' time. Thus the proposal to cancel Warrants in return for an immediate
issue of a corresponding number of Elkedra Shares at �0.10 per Share would not
result in any material benefit flowing to the warrantholders, but it would
assist the Company in raising additional working capital without further
diluting shareholders.
At the time of preparing this Explanatory Memorandum, investors holding more
than 50% of the Warrants had indicated their willingness to exchange their
Warrants for Elkedra Shares on the basis just described.
Under the ASX Listing Rules, the Warrants cannot be cancelled without
shareholders' approval, and this approval is to be sought at a general meeting
of the Company to be held on 28 March 2006.
It should be noted that the Company's offer to exchange Warrants for Elkedra
Shares (which is subject to shareholders' approval) is not being made to any
director or other related party of the Company.
RAB Special Situations (Master) Fund Limited is a substantial shareholder of
Elkedra, having at the date of this Explanatory Memorandum an interest in
approximately 14.4% of the Company's share capital. It also holds approximately
41% of the outstanding Warrants. RAB has expressed a willingness, subject to
shareholders' approval, to exchange its Warrants for Elkedra Shares on the
basis outlined above. This would result in RAB's shareholding in the Company
increasing to approximately 25% (if no other warrantholders accepted the offer)
or approximately 21% (if all warrantholders accepted the offer) and thus
require the approval of Elkedra shareholders under the takeover provisions of
the Corporations Act. This approval is also to be sought at the General
Meeting.
Finally, in December 2005 the Company made a placement of shares to
institutional and professional investors in the UK which raised a total of
$1,246,823. Shareholders will also be asked to ratify this placement at the
General Meeting.
4. SHAREHOLDER APPROVALS REQUIRED
Resolutions 1 and 2 set out in the Notice of Meeting refer to Listing Rule 7.1.
Subject to certain exceptions (none of which is relevant here), Rule 7.1
prohibits a company from issuing shares or options representing more than 15%
of its issued capital in any 12 month period without shareholder approval. The
issue of Shares contemplated by resolutions 1 and 2 will cause this limit to be
exceeded. Accordingly, shareholder approval is being sought under Rule 7.1.
Resolution 1 also refers to Listing Rule 6.23.2. This rule requires a listed
company to obtain the approval of its shareholders before cancelling any
options or warrants for consideration. Resolution 2 contemplates a cancellation
of warrants in consideration for an issue of shares, and thus shareholders'
approval under Rule 6.23.2 is required.
Resolution 2 also refers to section 611 (item 7) of the Corporations Act.
Section 606 of the Act prohibits a person from acquiring shares in a company if
that person's voting power in the company, immediately before the acquisition,
is less than 20% and would, immediately after the acquisition, be more than
20%. This prohibition does not apply to an acquisition of shares by virtue of
an allotment if the company has agreed to the allotment by a resolution passed
at a general meeting in accordance with the provisions of section 611 (item 7).
The proposal to cancel Warrants held by RAB will involve an allotment of Shares
that will result in RAB's voting power in Elkedra potentially exceeding 20%,
and accordingly approval under section 611 (item 7) of the Corporations Act is
required.
Resolution 3 refers to Listing Rule 7.4. This rule enables a company to restore
its ability to issue securities within the 15% annual limit prescribed by
Listing Rule 7.1 by obtaining shareholder ratification of an issue previously
made within that limit.
5. RESOLUTION 1 - CANCELLATION OF WARRANTS
Under resolution 1 shareholders' approval is being sought for the cancellation
of up to 23,487,247 Warrants in exchange for the issue of a corresponding
number of Elkedra Shares, at an issue price of �0.10 per Share. As noted in
Sections 3 and 4 of this Explanatory Memorandum, cancellation of the Warrants
requires shareholders' approval under the ASX Listing Rules.
Your directors believe that this proposal is in the interest of shareholders as
it will enable the Company to raise additional equity immediately (albeit at a
lower price than would be received by the Company upon exercise of the
Warrants), without waiting for the Warrants to expire and with no net increase
in the total number of securities on issue. The alternative would be for
Elkedra to leave the Warrants outstanding and make an immediate placement of
additional Shares, with the resultant dilution of existing shareholders'
interests in the Company.
For this reason, your directors unanimously recommend shareholders to vote in
favour of resolution 1.
No person to whom an offer to cancel Warrants has been or will be made (or any
associate of that person) will be eligible to vote on resolution 1.
6. RESOLUTION 2 - ALLOTMENT OF SHARES TO RAB SPECIAL SITUATIONS (MASTER) FUND
LIMITED
Under resolution 2, shareholders' approval is being sought for the allotment
and issue of Elkedra Shares to RAB in exchange for Warrants
The allotment of these Shares will result in RAB acquiring a voting power in
the Company in excess of 20%.
Section 611 (item 7) of the Corporations Act permits an acquisition of shares
in a company by a person if shareholders have approved the acquisition by a
resolution passed at a general meeting of the company at which no votes were
cast in relation to the resolution in respect of any shares held by, or by an
associate of, that person. Resolution 2 is designed to fulfil the requirements
of section 611 (item 7).
Prescribed information
The following information is provided to shareholders in compliance with ASIC
Policy Statement 74 to enable them to assess the merits of this proposal.
(a) RAB is a closed-end investment company registered in the Cayman Islands and
managed by RAB Capital. RAB Capital is a London-based investment management
company formed in 1999. It is listed on AIM and as at 31 December 2005 had
approximately US$2.62 billion of assets under management. RAB Capital's board
of directors comprises Mr M Allen-Buckley (Executive Chairman), Mr P Richards
(Chief Executive), Mr C de Mattos (Finance Director), Ms S Sadeque (Executive
Director), Mr R Barker (Executive Director), and Lord Lamont, Mr D Riches and
Mr R Shrager (all Non-Executive Directors).
(b) As far as the Company is aware, at the date of this Explanatory Memorandum
RAB's voting power in the Company is 14.4%. Based on the Company's issued share
capital as at that date, and assuming RAB accepts the Company's offer in
respect of all of its Warrants and no other Shares are issued in the meantime,
immediately following the issue of the Shares to which RAB would be entitled
upon the cancellation of its Warrants its voting power in the Company would
increase to a maximum of 25% (if no other warrantholders accept the offer) or a
minimum of 21% (if all warrantholders accept the offer).
(c) Elkedra understands that, other than as specifically set out elsewhere in
this Explanatory Memorandum, RAB:
(i) has no intention of making any changes to the composition of the Board or
to the business of the Company;
(ii) has no present intention of injecting further capital into the Company;
(iii) does not propose that any property be transferred between the Company and
RAB or any person associated with either of them;
(iv) has no intention to otherwise re-deploy the fixed assets of the Company;
(v) has no intention to change significantly the financial or dividend policies
of the Company; and
(vi) has no present intention to change the employment of the Company's current
employees (if any).
(d) Other than as specifically set out elsewhere in this Explanatory
Memorandum, there are no other contracts or proposed contracts between RAB and
the Company, or any of their respective associates, which are conditional on,
or directly or indirectly dependent on, shareholders' approval of the allotment
and issue of Shares to RAB.
(e) The Shares will be issued to RAB within 10 business days after the date of
the General Meeting.
(f) None of the Company's directors has an interest in resolution 2 save for
the interest they share in common with other Elkedra shareholders arising out
of their shareholdings in the Company and those of entities controlled by them.
g. None of the Company's directors voted against the proposal to put
resolution 2 to shareholders or to issue this Explanatory Memorandum.
ASIC Policy Statement 74 recommends that shareholders be provided with an
analysis of whether the proposal which they are being asked to approve under
section 611 (item 7) is fair and reasonable to the disinterested shareholders
(that is to say, in this case Elkedra shareholders other than RAB and its
associates).
Having considered the matter at length and taken appropriate professional
advice, your directors have concluded that whilst the allotment of Shares to
RAB may permit RAB to acquire a voting power in the Company in excess of 20%
without making an offer to all other Elkedra shareholders to acquire their
Shares (as might otherwise be required), this is offset by the benefits flowing
to the Company from the early receipt of additional equity funding through the
cancellation of RAB's Warrants. As noted above in relation to resolution 1, the
alternative for Elkedra would be to leave RAB's Warrants outstanding and place
an equivalent number of new Shares, with the resultant dilution of existing
shareholders' interests in the Company.
For this reason, your directors are unanimously of the view that the proposed
allotment of Shares to RAB is fair and reasonable to Elkedra shareholders other
than RAB and its associates and recommend shareholders to vote in favour of
resolution 2.
Neither RAB nor its associates will be eligible to vote on resolution 2.
7. RESOLUTION 3 - RATIFICATION OF PLACEMENT
On 16 December 2005 the Company allotted and issued a total of 3,117,059 Shares
at �0.17 (A$0.40) per share. The Shares were issued on the same terms and
conditions as the Company's existing fully paid ordinary shares and were issued
to the following parties:
Name No. of Shares
Collins Stewart Investment Management 294,117
Winterflood Securities Limited 100,000
Hawkwook Fund Management 882,353
JM Finn Investment Management 294,118
Dryden Wealth Management 60,000
El Oro & Exploration Company PLC 220,000
Fidelity International Investment Advisors 1,176,471
(UK) Limited
Savoy Investments 90,000
3,117,059
The December 2005 Placement raised gross funds of $1,246,823, which are being
used to fund the Company's ongoing exploration activities and provide working
capital for the Company's operational and administration expenses.
If resolution 3 is passed, the Company will be able to utilise its capacity
under Listing Rule 7.1, to the extent of the Shares comprised in the December
2005 Placement, to make further issues of capital prior to 16 December 2006
without having to seek shareholders' approval. In other words, the 15% annual
limit imposed by Rule 7.1 will be renewed to the extent of the ratification.
The General Meeting presents a timely and cost-effective opportunity to seek
shareholders' ratification of the December 2005 Placement, and your directors
unanimously recommend that shareholders vote in favour of resolution 3.
8. ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders should read this Explanatory Memorandum carefully before deciding
how to vote on the resolutions set out in the Notice of Meeting.
Attached to the Notice of Meeting is a proxy form for use by shareholders. All
shareholders are invited and encouraged to attend the General Meeting or, if
they are unable to attend in person, to complete, sign and return the proxy
form to the Company in accordance with the instructions contained in the proxy
form and the Notice of Meeting. Lodgement of a proxy form will not preclude a
shareholder from attending and voting at the General Meeting in person.
GENERAL MEETING PROXY FORM
I/we
Full name in block letters
Being a member/members of Elkedra Diamonds NL, hereby appoint
of
Or failing him/
her
Or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me
on my/our behalf in accordance with the directions indicated below or in the
absence of indication, as he/she/they think fit at the General Meeting of the
Company to be held at the Celtic Club, 48 Ord Street, West Perth, Western
Australia on Tuesday, 28 March 2006 at 2.00 pm and at any adjournment thereof.
Instructions as to voting:
IMPORTANT NOTICE
The Chairman intends to vote all undirected proxies in favour of resolutions 1
to 3.
If the Chairman is appointed as your proxy, or may be appointed by default, and
you do not wish to direct your proxy how to vote as your proxy in respect of
any of the resolutions, please place a mark in the box.
By marking this box, you acknowledge that the Chairman may exercise your proxy
in respect of a resolution even if he has an interest in the outcome of that
resolution and that votes cast by the Chairman for that resolution 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 Chairman will not cast your votes on any resolution where he has an
interest in the outcome of the resolution, and your votes will not be counted
in calculating the required majority if a poll is called on the resolution.
As Ordinary Resolutions
2.Allotment of shares to RAB Special Situations (Master) Fund
Limited3.Ratification of placement
1. Cancellation of warrants and issue of shares
If the member is a company, then it shall affix its Common Seal below or sign
by a duly authorised officer.
EXECUTED by
ACN/ABN in accordance with section 127 of the
Corporations Act 2001
Director/Company Secretary Director:
Date / /06
Name of Director/Company Name of Director
Secretary
(BLOCK LETTERS) (BLOCK LETTERS)
OR
Date / /06
Signature (insert capacity in which duly authorized
officer is signing for a member which is
a company)
If the member is an individual or
joint holders:
Date / /06
Signature Signature
PROXIES
1. A Proxy Form is enclosed with this Notice.
2. A member may appoint not more than 2 proxies. A proxy need not be a member.
3. Where a member appoints 2 proxies and does not specify the proportion or
number of the member's votes each proxy may exercise half of the member's
rights.
4. An instrument appointing a proxy may not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under
which the instrument is signed or proof of the power or authority to the
satisfaction of the directors is or are deposited at the Company's
registered office or at the Company's share registry not less than 24 hours
before the time for the holding of the particular meeting or adjourned
meeting as the case may be at which the person named in the instrument
proposes to vote.
5. Proxy forms (and the power of attorney, if any under which the proxy form
is signed) must be received at Level 1, 130 Hay Street, Subiaco, Western
Australia or on fax number (08) 6380 1644 no later than 24 hours before the
time fixed for holding the meeting.
6. An instrument appointing a proxy must be in writing under the hand of the
appointor or of the appointor's attorney duly authorised in writing or, if
the appointor is a body corporate, either under its common seal if it has a
common seal, or under the hand of an officer or duly authorised attorney or
duly authorised representative
7. As permitted by the Corporations Act 2001 and regulation 7.11.38 of the
Corporations Regulations 2001, the Company has determined that all
securities of the Company registered as at 24 hours before the time
appointed for the meeting will be taken for purposes of the meeting, to be
held by the persons who are registered holders thereof at 2.00 pm WST on 27
March 2006. Accordingly, transactions registered after this time will be
disregarded in determining entitlements to attend and vote at the meeting.
Notice of General Meeting Page 2
Notice of Meeting Page 10
Level 1, 130 Hay Street
Subiaco WA 6008
Ph: 6380 2855
Fax: 6380 1644
Action Required by Shareholders
Step 1. Read the attached Notice of Meeting and Explanatory Memorandum which
set out details and supporting information for resolutions for which the
Company is seeking shareholder approval.
Step 2. Vote on the resolutions. You may cast your vote by either:
* Attending and voting at the meeting in person; or
* Completing and returning the enclosed Proxy Form (in accordance with the
instructions on the form) so that it is received by the Company at least
48 hours before the meeting.
If you do not understand any of the enclosed information or the process for
voting, you should call the Company on (08) 6380 2855 or consult with an
independent professional adviser.
Level 1, 130 Hay Street
Subiaco WA 6008
Ph: 6380 2855
Fax: 6380 1644
Level 1, 130 Hay Street
Subiaco WA 6008
Ph: 6380 2855
Fax: 6380 1644
FOR AGAINST ABSTAIN
END
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