ZULEIKA GOLD LIMITED For personal use only
ZULEIKA GOLD LIMITED
ACN 141 703 399
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: | 11:00am (WST) |
DATE:Friday 18 March 2022
PLACE: Stantons International
Level 2, 40 Kings Park Road
West Perth WA 6005
The business of the Meeting affects your shareholding and your vote is important.
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.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 16 March 2022.
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B US I N E S S O F T HE M E E T I N G
AGENDA
1. RESOLUTION 1 - PLACEMENT BY ISSUE OF SHARES AND ATTACHING OPTIONS TO RELATED PARTY - YANDAL INVESTMENTS PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to undertake a placement and issue 100,000,000 Shares with 100,000,000 attaching Options to Yandal Investments Pty Ltd (ACN 070 684 810) (or its nominee) on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and a voting prohibition statement applies to this Resolution. Please see below.
2. RESOLUTION 2 - APPROVAL TO ISSUE SIGN-ON OPTIONS TO MR GRAEME PURCELL
Note: Approval for the issue of the 1,000,000 Sign-on Options was previously obtained at the Company's 2021 Annual General Meeting (please refer to Section 2.1 of the Explanatory Statement for further information).
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Sign-on Options to Mr Graeme Purcell (or his nominee) on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and a voting prohibition statement applies to this Resolution. Please see below.
3. RESOLUTION 3 - APPROVAL TO ISSUE SHARES TO MR GRAEME PURCELL
Note: Approval for the issue of the 1,153,846 Shares was previously obtained at the Company's 2021 Annual General Meeting (please refer to Section 2.1 of the Explanatory Statement for further information).
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,153,846 Shares to Mr Graeme Purcell (or his nominee) on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and a voting prohibition statement applies to this Resolution. Please see below.
3073-06/2878042_4 | 2 |
For personal use only
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RESOLUTION 4 - APPROVAL TO ISSUE SHARES TO MS HUI (ANNIE) GUO
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Shares to Ms Hui (Annie) Guo (or her nominee) on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and a voting prohibition statement applies to this Resolution. Please see below. - RESOLUTION 5 - APPROVAL TO ISSUE SHARES TO MR GRAEME PURCELL
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 750,000 Shares to Mr Graeme Purcell (or his nominee) on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and a voting prohibition statement applies to this Resolution. Please see below.
Dated: 15 February 2022
By order of the Board
Michael Higginson
Company Secretary
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Voting Prohibition Statements | ||||||||||
Resolution 1 - | In accordance with section 224 of the Corporations Act, a vote on this | |||||||||
Placement by issue | Resolution must not be cast (in any capacity) by or on behalf of a related | |||||||||
of Shares and | party of the Company to whom the Resolution would permit a financial | |||||||||
only | attaching Options to | benefit to be given, or an associate of such a related party (Resolution 1 | ||||||||
related party - | Excluded Party). However, the above prohibition does not apply if the | |||||||||
Yandal Investments | vote is cast by a person as proxy appointed by writing that specifies how | |||||||||
Pty Ltd | the proxy is to vote on the Resolution and it is not cast on behalf of a | |||||||||
Resolution 1 Excluded Party. | ||||||||||
In accordance with section 250BD of the Corporations Act, a person | ||||||||||
appointed as a proxy must not vote on the basis of that appointment, on | ||||||||||
this Resolution if: | ||||||||||
(a) | the proxy is either: | |||||||||
use | (i) | a member of the Key Management Personnel; or | ||||||||
(ii) | a Closely Related Party of such a member; and | |||||||||
(b) | the appointment does not specify the way the proxy is to vote on | |||||||||
this Resolution. | ||||||||||
Provided the Chair is not a Resolution 1 Excluded Party, the above | ||||||||||
prohibition does not apply if: | ||||||||||
(a) | the proxy is the Chair; and | |||||||||
personal | (b) | the appointment expressly authorises the Chair to exercise the | ||||||||
proxy even though this Resolution is connected directly or | ||||||||||
indirectly with remuneration of a member of the Key | ||||||||||
Management Personnel. | ||||||||||
Resolution 2 - | In accordance with section 224 of the Corporations Act, a vote on this | |||||||||
Approval to issue | Resolution must not be cast (in any capacity) by or on behalf of a related | |||||||||
Sign-on Options to Mr | party of the Company to whom the Resolution would permit a financial | |||||||||
Graeme Purcell | benefit to be given, or an associate of such a related party (Resolution 2 | |||||||||
Excluded Party). However, the above prohibition does not apply if the | ||||||||||
vote is cast by a person as proxy appointed by writing that specifies how | ||||||||||
the proxy is to vote on the Resolution and it is not cast on behalf of a | ||||||||||
Resolution 2 Excluded Party. | ||||||||||
In accordance with section 250BD of the Corporations Act, a person | ||||||||||
appointed as a proxy must not vote on the basis of that appointment, on | ||||||||||
this Resolution if: | ||||||||||
(a) | the proxy is either: | |||||||||
(i) | a member of the Key Management Personnel; or | |||||||||
For | (ii) | a Closely Related Party of such a member; and | ||||||||
(b) | the appointment does not specify the way the proxy is to vote on | |||||||||
this Resolution. | ||||||||||
Provided the Chair is not a Resolution 2 Excluded Party, the above | ||||||||||
prohibition does not apply if: | ||||||||||
(a) | the proxy is the Chair; and | |||||||||
(b) | the appointment expressly authorises the Chair to exercise the | |||||||||
proxy even though this Resolution is connected directly or | ||||||||||
indirectly with remuneration of a member of the Key | ||||||||||
Management Personnel. | ||||||||||
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For personal use only
Resolution 3 - | In accordance with section 224 of the Corporations Act, a vote on this | |||
Approval to issue | Resolution must not be cast (in any capacity) by or on behalf of a related | |||
Shares to Mr Graeme | party of the Company to whom the Resolution would permit a financial | |||
Purcell | benefit to be given, or an associate of such a related party (Resolution 3 | |||
Excluded Party). However, the above prohibition does not apply if the | ||||
vote is cast by a person as proxy appointed by writing that specifies how | ||||
the proxy is to vote on the Resolution and it is not cast on behalf of a | ||||
Resolution 3 Excluded Party. | ||||
In accordance with section 250BD of the Corporations Act, a person | ||||
appointed as a proxy must not vote on the basis of that appointment, on | ||||
this Resolution if: | ||||
(a) | the proxy is either: | |||
(i) | a member of the Key Management Personnel; or | |||
(ii) | a Closely Related Party of such a member; and | |||
(b) | the appointment does not specify the way the proxy is to vote on | |||
this Resolution. | ||||
Provided the Chair is not a Resolution 3 Excluded Party, the aboveprohibition does not apply if:
- the proxy is the Chair; and
- the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
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Zuleika Gold Ltd. published this content on 17 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 February 2022 05:33:03 UTC.
