SEC - AGM Filing

Filed last night with SEC. Amend constitution & IMO most likely issue preference shares (I believe I predicted that). Shares to be issued no later than 3 months after AGM at no less tha $0.0012 per share.

Resolution 5

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0		Resolution 5 – Approval of Future Issue of Shares.

Background

Resolution 5 seeks Shareholder approval for the issue of up to 2,000,000,000 Shares, at a price of no less than $0.0012 per Share, to investors not classified as related parties of the Company under the ASX Listing Rules. If the new Constitution is approved pursuant to Resolution 4, the Company may instead issue 2,000,000,000 preference shares, convertible to Shares at a 1-to-1 ratio, at a price of no less than $0.0012 per preference share.

The purpose of Resolution 5 is to enable the Company to raise additional capital by means of an equity placement or placements in order to ensure compliance with the continued listing requirements of the NYSE American Stock Exchange and assist with the Company’s funding needs and other corporate activities without utilising the Company's 15% placement capacity under Listing Rule 7.1 or the Additional 10% Placement Capacity (in the event Resolution 3 is approved by Shareholders).

Listing Rule 7.1

Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue securities if the securities will in themselves or when aggregated with any securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period.

Resolution 5

If Shareholders do not approve Resolution 5 and the Company seeks to raise further funds through an issue of equity securities exceeding its 15% placement capacity (and, if Resolution 3 is approved by Shareholders, the Additional 10% Placement Facility), it would need to call another general meeting to approve that issue.

Under Australian law, if a single investor (or group of associated investors) would acquire a voting power in the Company of more than 20% as a result of a placement, the Company must obtain an independent expert’s report stating whether the acquisition is fair and reasonable to the other Shareholders, and the acquisition must be approved by an ordinary resolution of Shareholders on which. no votes are cast by the acquirer or its associates. It is unknown at this stage whether the Shares the subject of Resolution 5 will be issued to a single investor (or group of associated investors) and hence whether this additional approval will be required.

If Shareholders approve Resolutions 3 and 5, the Company will be authorized to issue 2,000,000,000 Shares at a price of no less than A$0.0012 per ordinary share plus Shares representing an additional 10% of the expanded capital. However, even if Shareholders approve both Resolutions 3 and 5, the Company may choose to forego the issuance of the 2,000,000,000 Shares, at a price of no less than A$0.0012 per Share in reliance on Resolution 5 and instead utilise the Additional 10% Placement Capacity and the existing 15% placement capacity on terms the Board deems reasonable.

Information requirements for Resolution 5

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information in relation to Resolution 5:

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0		(1)	The maximum number of Shares to be issued will be up to 2,000,000,000. The issue could comprise 2,000,000,000 fully paid ordinary shares or, if the new Constitution is approved pursuant to Resolution 4, the Company might instead issue 2,000,000,000 preference shares, convertible to ordinary shares at a 1-to-1 ratio, at a price of no less than $0.0012 per share.

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0		(2)	The shares will be issued by no later than three months after the date of the AGM.

The issue price will be at least 80% of the volume-weighted average market price for Shares, calculated over the last five days on which sales in Shares are recorded on the ASX before the day on which the issue is made or, if there is a prospectus, product disclosure statement or offer information statement relating to the issue, over the last five days on which sales of Shares are recorded before the date on which the prospectus, product disclosure statement or offer information statement is signed. In the event the Company issues preference shares, such shares will be convertible to Shares at a 1-to-1 ratio.

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0		(3)	The Shares will be issued to professional and/or sophisticated investors that are not related parties of the Company.

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0		(4)	The Shares will be either:

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0		a.	fully paid ordinary shares in the capital of the Company and will upon issue rank equally in all respects with the existing Shares. The Company will apply to ASX for official quotation of such Shares; or

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0		b.	preference shares issued in accordance with the Company’s Constitution (if the new Constitution is approved pursuant to Resolution 4) which will be convertible to Shares at a 1-to-1 ratio.

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0		(5)	Funds raised from the issue of Shares will be used to ensure compliance with the continued listing requirements of the NYSE American Stock Exchange, for exploration and development of the Foreman Butte Project and general working capital.

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0		(6)	The Directors have not yet determined the final issue date (if any) of the Shares the subject of Resolution 5. However, any issue of Shares will occur by no later than three months after the date of the AGM, and the Shares may be issued progressively.

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0		(7)	A voting exclusion statement for Resolution 5 is included in the Notice of Meeting.

  

Board Recommendation
The Board unanimously recommends Shareholders vote in favour of Resolution 5.