Northwest Resources : Notice of General Meeting and Proxy

Microsoft Word - NWR EGM Notice May 2016 (Draft 3) NOTICE OF GENERAL MEETING‌‌‌‌‌‌‌‌‌‌‌‌‌‌

Notice is hereby given that a General Meeting (EGM) of shareholders of Northwest Resources Limited (Company) will be held at the offices of TPH Insolvency located at Suite 2.02, Level 2, Platinum Building, 4 Ilya Ave, Erina NSW on Tuesday, 7 June 2016 commencing at 9.00am for the purposes of transacting the following business referred to in this Notice of General Meeting.

The Explanatory Memorandum that accompanies and forms part of this Notice of General Meeting provides information in relation to the resolutions to be considered.

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant or other professional adviser.

The business of the EGM is as follows:

Resolution 1 - Members' voluntary liquidation

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That the Company be wound up voluntarily by way of a members' voluntary liquidation."

Resolution 2 - Appointment of Liquidator and remuneration

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

"That Mr. Tim Heesh of TPH Insolvency, be appointed to act as Liquidator of the Company for the purposes of such wind up; and

"That the remuneration of the Liquidator and his staff (including the costs of convening the meeting of members) equal to the cost of the time spent by the Liquidator and his staff, calculated at the hourly rates as detailed in the Remuneration Report dated 22 April 2016 for the period 14 April 2016 to 22 April 2016 are all proper costs, charges and expenses of and incidental to the winding up, and that same be approved at the amount of $1,448, plus GST"; and

"That the future remuneration of the Liquidator and his staff from the date of appointment to finalisation of the liquidation is determined at a sum equal to the cost of time spent by the Liquidator and his staff, calculated at the hourly rates as detailed in the Remuneration Report dated 22 April 2016, be approved and capped at the amount of $13,552, exclusive of GST and that the Liquidator can draw that remuneration on a monthly basis or as required. The Liquidator would be required to seek further approval from members for any remuneration incurred beyond that cap".

Voting Entitlement

For the purposes of determining voting entitlements at the EGM, Shares will be taken to be held by the persons who are registered as holding the Shares at 5.00pm (AEST) on Friday, 3 June 2016 (the Entitlement Time). Accordingly, only those persons registered as holders of Shares at the Entitlement Time will be entitled to attend and vote at the EGM.

Quorum and voting

The constitution of the Company provides that at least two shareholders present in person or by proxy entitled to vote at the meeting constitute a quorum.

Voting by Proxy

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

Sections 250BB and 250BC of the Corporations Act provide that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

  Proxy vote if appointment specifies way to vote

  Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has two or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

• if the proxy is the Chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

  Transfer of non-chair proxy to chair in certain circumstances

  Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's members; and

• the appointed proxy is not the Chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

By Order of the Board

12 May 2016

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders in connection with the General Meeting (EGM) of shareholders to be held on Tuesday, 7 June 2016 commencing at 9.00am.

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

Overview

In order to place the Company into a members' voluntary liquidation both resolutions must be passed by shareholders. If both resolutions are not approved, the Directors will be required to call another meeting of shareholders to place the Company into liquidation.

Resolution 1 - Members' voluntary liquidation

1. Reasons for proposing the members' voluntary liquidation

   Following shareholder approval in October 2015, the Company disposed of its main undertaking, the Blue Spec Shear Gold-Antimony Project.

   Since the disposal of the Company's main undertaking, Northwest has been seeking increased value for its shareholders by exploring various opportunities with interested parties, including the acquisition of new projects or businesses. The Company has had discussions with a number of separate parties that have expressed an interest such transactions for the purposes of achieving a re-listing of the Company on the ASX.

   Despite the Company's best efforts to seek offers from these parties that would be capable of being put to the shareholders, no such offer has been forthcoming. Accordingly, the Company is not in a position to provide any real prospects that would result in an increase of value for shareholders.

   The Directors are of the present view that the Company will continue to deplete its remaining cash resources without the likelihood of a value adding transaction in the near term. To avoid this situation, the Directors are seeking approval for the voluntary and orderly wind up of the Company.

   If the resolutions are passed, the liquidator appointed will be charged with the winding up of the Company and subject to the liquidator's discretion and the Corporations Act, once all liabilities of the Company, including the expenses of the liquidation, have been met, return the surplus (if any) to the shareholders.

2. Requirements for the members' voluntary liquidation

   Resolution 1 requires the approval of the Company's shareholders by special resolution which must be passed by at least 75% of the total votes cast on the resolution by shareholders present or by proxy and entitled to vote.

   The Directors have certified the solvency of the Company in order for shareholders to consider the resolutions to effect a voluntary liquidation of the Company. Section 249H of the Corporations Act provides that 21 days' notice of the general meeting to consider a members' voluntary liquidation must be given to shareholders.

3. Effect on the Company

   Resolution 1 has the effect of placing the Company into liquidation. Pursuant to section 493 of the Corporations Act, the Company must cease carrying on all business as of the date that the winding up resolution is passed. Pursuant to section 495(2) of the Corporations Act, on the appointment of the liquidator, all the powers of the directors cease.

4. Effect on shareholders

Shareholders will not be able to deal with their shares if the resolutions are passed. Pursuant to section 493A of the Corporations Act a transfer of shares in a company that is made after the passing of a winding up resolution is void (other than in limited circumstances which include consent by the liquidator).

Resolution 2 - Appointment of Liquidator and remuneration

Resolution 2 requires the approval of the Company's shareholders by ordinary resolution which must be passed by at least 50% of the total votes cast on the resolutions by shareholders present or by proxy and entitled to vote.

This resolution has the effect of appointing Mr Tim Heesh of TPH Insolvency, to act as Liquidator of the Company for the purpose of such winding up.

Mr Heesh is CEO of TPH Insolvency who has over 25 years' experience in corporate insolvency, reconstruction and advisory. Mr Heesh is a Chartered Accountant and a Registered and Official Liquidator who acts for lenders, companies and Government in relation to all facets of insolvency, restructuring and advisory.

The resolution also sets out the terms of appointment of the Liquidator, the basis of his remuneration and the cap on professional fees. A Remuneration Report relating to the proposed voluntary liquidation, prepared by TPH Insolvency for the information of shareholders, is attached to this notice.

Directors' recommendation

The Directors believe that the proposed voluntary liquidation is in the best interests of shareholders and unanimously recommend that shareholders vote in favour of the resolutions.