RENAISSANCE MINERALS LIMITED This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61) 8 9286 6300.
Business of the Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 7
Glossary 19
Schedule 1 - Terms and conditions of Options 20
Proxy Form 21
Notice is given that the annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am on Thursday, 5 November 2015 at:
Level 2, 1 Walker Avenue WEST PERTH WA 6005
The business of the Annual General Meeting affects your shareholding and your vote is important.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5:00pm (WST) on Tuesday, 3 November 2015.
To vote in person, attend the Annual General Meeting at the time, date and place set out above.
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.
In accordance with section 249L of the Corporations Act, members are advised that:
each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean 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.
Further details on these changes are set out below.
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 2 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.
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.
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RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
'That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2015.'
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
the voter is the Chair and the appointment of the Chair as proxy:
does not specify the way the proxy is to vote on this Resolution; and
expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.
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RESOLUTION 2 - RE-ELECTION OF DIRECTOR - ALAN CAMPBELL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Alan Campbell, a Director, retires by rotation, and being eligible, is re-elected as a Director.'
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RESOLUTION 3 - RATIFICATION OF ALLOTMENT AND ISSUE OF SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 56,833,333 Shares at an issue price of 3 cents each on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.'
Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if 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 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. -
RESOLUTION 4 - ISSUE OF OPTIONS TO RELATED PARTY - JUSTIN TREMAIN
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 4,000,000 Options to Justin Tremain (or his nominee) on the terms and conditions set out in the Explanatory Statement.'
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Justin Tremain (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.
Voting Prohibition StatementA person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
the proxy is the Chair of the Meeting; and
the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
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RESOLUTION 5 - ISSUE OF OPTIONS TO RELATED PARTY - ALAN CAMPBELL
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 1,000,000 Options to Alan Campbell (or his nominee) on the terms and conditions set out in the Explanatory Statement.'
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Alan Campbell (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.
Voting Prohibition StatementA person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
the proxy is the Chair of the Meeting; and
the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
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RESOLUTION 6 - ISSUE OF OPTIONS TO RELATED PARTY - DAVID KELLY
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 750,000 Options to David Kelly (or his nominee) on the terms and conditions set out in the Explanatory Statement.'
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr David Kelly (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or 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.
Voting Prohibition StatementA person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
the proxy is the Chair of the Meeting; and
the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
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RESOLUTION 7 - ISSUE OF OPTIONS - CORPORATE ADVISOR
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the offer and issue of 5,000,000 Options on the terms and conditions set out in the Explanatory Statement.'
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of securities under this Resolution and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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. - RESOLUTION 8 - APPROVAL OF 10% PLACEMENT FACILITY
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FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.
The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.renaissanceminerals.com.au.
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RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
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General
The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.
The remuneration report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors' report contained in the annual financial report of the Company for the financial year ending 30 June 2015.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.
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Voting consequences
Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (Spill Resolution) at the second annual general meeting.
If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the Company's annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.
At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.
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Proxy Restrictions
Shareholders appointing a proxy for Resolution 1 should note the following:
If you appoint a member of the Key Management Personnel as your proxy
If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote. Undirected proxies granted to these persons will not be included in any vote on Resolution 1.
If you appoint the Chair as your proxy
If you elect to appoint the Chair as your proxy and you do not direct your proxy how to vote on the proxy form, you will be expressly authorising the Chairman of the meeting to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of the Key Management Personnel which includes the Chairman of the meeting.
The Chairman of the meeting intends to vote unrestricted proxies in favour of Resolution 1.
- Definitions Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company. Closely Related Party of a member of the Key Management Personnel means:
a spouse or child of the member;
a child of the member's spouse;
a dependent of the member or the member's spouse;
anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
a company the member controls; or
a person prescribed by the Corporations Regulations 2001 (Cth).
Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2015.-
RESOLUTION 2 - RE-ELECTION OF DIRECTOR - ALAN CAMPBELL
Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.
A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election. The Company currently has three (3) Directors and accordingly one (1) must retire.
Mr Campbell, the Director longest in office since his last election, retires by rotation and seeks re-election.
Mr Campbell is a Geologist, with extensive experience and knowledge in the resources sector built up over a career spanning 30 years in mineral exploration. He holds a BSc (Major in Geology) from University of Canterbury and an MBA from the University of Western Australia. He has worked and lived in Africa, Asia and Australia having held senior executive positions and directorships in major and junior companies, both listed and unlisted.
Mr Campbell was recently Managing Director of Papillion Resources Ltd and led that company during the discovery of the world class, multi-million ounce Fekola gold deposit in Mali
Having regard to the ASX Corporate Governance Principles and Recommendations (3rd edition), the Board considers Mr Campbell to be an independent director.
The Board (excluding Mr Campbell) unanimously support the election of Mr Campbell and recommend that Shareholders vote in favour of Resolution 2.
Please note that the Chairman of the Meeting intends to vote any undirected proxies in favour of Resolution 2.
- RESOLUTION 3 - RATIFICATION OF ALLOTMENT AND ISSUE OF SHARES
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Background
On 17 August 2015, the Company announced it had reached an agreement for a placement of up to 56,833,333 Shares at an issue price of 3 cents each to raise
$1,705,000 (Placement). The Shares under the Placement were issued on 25 August 2015 under the Company's 15% capacity pursuant to ASX Listing Rule 7.1.
The Company now seeks ratification by members of the allotment and issue of the 56,833,333 Shares issued pursuant to ASX Listing Rule 7.1.
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Regulatory Requirements - ASX Listing Rule 7.4
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. This rule provides that where a company in a general meeting ratifies the previous issue of securities made without shareholder approval under ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities shall be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.
Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 56,833,333 Shares issued by the Company. By ratifying this issue of Shares, the Company will retain the capacity to issue securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.
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Technical information required by ASX Listing Rule 7.4
Pursuant to, and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:
the total number of Shares issued was 56,833,333 Shares;
the issue price of each Share was 3 cents;
the Shares issued were all fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company's existing issued Shares;
the Shares were allotted and issued to institutional and sophisticated investors. None of the allottees are related parties of the Company. No allottee, either individually or in association with any related entity, was allotted securities, which would, if added to existing holdings, result in the holder and their related entities holding in excess of 19.9% of the issued capital of the Company; and
the Company intends to use the funds raised by the issue of Shares the subject of Resolution 3, being gross proceeds of $1,705,000, for the following:
environmental and social impact assessment studies at the Cambodian Gold Project;
exploration review and target generation; and
working capital and costs of the issue.
- RESOLUTION 4 TO 6 - ISSUE OF OPTIONS TO JUSTIN TREMAIN, ALAN CAMPBELL AND DAVID KELLY
- Background
Justin Tremain (or his nominee) is to be issued 4,000,000 Options on the terms set out in Schedule 1;
Alan Campbell (or his nominee) is to be issued 1,000,000 Options on the terms set out in Schedule 1; and
David Kelly (or his nominee) is to be issued 750,000 Options on the terms set out in Schedule 1.
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Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
obtain the approval of the public company's members in the manner set out in Sections 217 to 227 of the Corporations Act; and
give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.
The issue of Options to the Related Parties constitutes giving a financial benefit and each of the Related Parties are related parties of the Company by virtue of being Directors.
Each Director considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Options to each of the other Directors because the agreement to issue the Options is considered reasonable remuneration in the circumstances and was negotiated on an arm's length basis.
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ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
As the issue of the Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.
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Shareholder approval (Listing Rule 10.11)
In accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 4 to 6:
The Options will be issued to Messrs Justin Tremain, Alan Campbell and David Kelly (or their respective nominees);
the maximum number of Options to be issued is;
in the case of Justin Tremain, 4,000,000;
in the case of Alan Campbell, 1,000,000; and
in the case of David Kelly, 750,000;
the Options will be issued no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that the Options will be issued on 1 date;
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
'That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.'
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.
During the September 2015, the Company implemented further cost reduction initiatives with a view to maintaining a strong cash position. As part of the cost reduction measures, Directors and management agreed to a voluntary reduction in their agreed salary/fees.
To incentivise Directors during the period of voluntary pay reductions, the Company has agreed, subject to obtaining Shareholder approval, to issue directors Justin Tremain, Alan Campbell and David Kelly (or their nominees) (the Related Parties) with Options as follows:
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