RNS Number:0218Y
Eurogold Limited
08 June 2007
EUROGOLD LIMITED
ACN 009 070 384
NOTICE OF GENERAL MEETING
The General Meeting of the Company will be held at Level 1, 173 Mounts Bay Road,
Perth, Western Australia on 10 July 2007 at 10am.
Paste the following link into your web browser to download the PDF document
related to this announcement:
http://www.rns-pdf.londonstockexchange.com/rns/0218y_-2007-6-8.pdf
This Notice of General Meeting should be read in its entirety. If Shareholders
are in doubt as to how they should vote, they should seek advice from their
accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the
Company Secretary by telephone on +61 8 9481 0572.
EUROGOLD LIMITED
ACN 009 070 384
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of shareholders of Eurogold
Limited ("Company") will be held at Level 1, 173 Mounts Bay Road,, Perth,
Western Australia on 10 July 2007 at 10am ("Meeting").
The Explanatory Memorandum to this Notice provides additional information on
matters to be considered at the Meeting. The Explanatory Memorandum and Proxy
Form are part of this Notice.
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 as Shareholders of the Company on 8 July 2007 at
5.00pm.
Terms and abbreviations used in this Notice and Explanatory Memorandum are
defined in Schedule 1.
AGENDA
1. Resolution 1 - Authorise Asset Sale Agreement
To consider, and if thought fit, to pass with or without amendment as an
ordinary resolution the following:
"That, in accordance with AIM Rule 15, ASX Listing Rule 11.2 and for all other
purposes, Shareholders approve and authorise the Company to:
(a) dispose of the Sale Assets pursuant to the Asset Sale
Agreement between Resource Invest LLC , Eurogold Bermuda Limited and the Company
dated 19 May 2007 ("Asset Sale Agreement");
(b) become an investing company under the AIM Rules
in accordance with the terms in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a person who is
a party to the Asset Sale Agreement and might obtain a benefit (except a benefit
solely in their capacity as holders of ordinary securities) if Resolution 1 is
passed, or any associates of such a person.
However, the Company will not disregard a vote if:
(c) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form; or
(d) 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.
2. Resolution 2 - Authorise Director Option Issue to Mr
Peter Gunzburg
To consider and, if thought fit, to pass as an ordinary resolution with or
without amendment the following:
"That, in accordance with Listing Rule 10.11, Chapter 2E and for all other
purposes, Shareholders authorise and approve the issue of up to 2,000,000
Director Options to Peter Gunzburg on the terms and conditions in the
Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Peter Gunzburg,
a person who might obtain a benefit (except a benefit solely in their capacity
as holders of ordinary securities) if the Resolution is passed, or any associate
of Peter Gunzburg.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.
3. Resolution 3 - Authorise Director Option Issue to Mr Neil
MacLachlan
To consider and, if thought fit, to pass as an ordinary resolution with or
without amendment the following:
"That, in accordance with Listing Rule 10.11, Chapter 2E and for all other
purposes, Shareholders authorise and approve the issue of up to 2,000,000
Director Options to Neil MacLachlan of on the terms and conditions in the
Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Neil MacLachlan,
a person who might obtain a benefit (except a benefit solely in their capacity
as holders of ordinary securities) if the Resolution is passed, or any associate
of Neil MacLachlan.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is entitled to vote,
in accordance with directions on the Proxy Form; or
(b) 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.
4. Resolution 4 - Authorise Director Option Issue to Mr Brett Montgomery
To consider and, if thought fit, to pass as an ordinary resolution with or
without amendment the following:
"That, in accordance with Listing Rule 10.11, Chapter 2E and for all other
purposes, Shareholders authorise and approve the issue of up to 2,000,000
Director Options to Brett Montgomery on the terms and conditions in the
Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Brett
Montgomery, a person who might obtain a benefit (except a benefit solely in
their capacity as holders of ordinary securities) if the Resolution is passed,
or any associate of Brett Montgomery.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.
BY ORDER OF THE BOARD
Mrs Pauline Collinson
Company Secretary
Dated: 5 June 2007
EUROGOLD LIMITED
ACN 009 070 384
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the information of
Shareholders of the Company in connection with the business to be conducted at
the General Meeting to be held at Level 1, 173 Mounts Bay Road, Perth, Western
Australia on 10 July 2007 at 10am.
This Explanatory Memorandum should be read in conjunction with and forms part of
the accompanying Notice. The purpose of this Explanatory Memorandum is to
provide information to Shareholders in deciding whether or not to pass the
Resolutions set out in the Notice.
A Proxy Form is located at the end of the Explanatory Memorandum.
2. General
2.1 Introduction
The Company seeks Shareholder approval for the following:
(a) The completion of the Asset Sale Agreement under which the Company:
(i) will in consideration for US$5,000,000 (of which
US$3,000,000 is contingent upon meeting a key regulatory milestone relating to
the advancement of the Saulyak Gold Project; which Eurogold cannot determine
whether or when this will be satisfied), assign and sell the Sale Assets to RIL;
and
(ii) become an investing company under the AIM Rules.
(b) The issue of up to 2,000,000 Director Options to each of
the Directors in lieu of (or in the case of Mr Gunzburg partly in lieu of)
monetary compensation for acting as directors of Eurogold.
2.2 Eurogold Group
A corporate chart for the Eurogold Group is in Schedule 3. The main assets of
the Eurogold Group are its 99.72% interest in the Saulyak Gold Project (which is
held by SRL), the Debts and a loan owing by ZLLC to SRL.
Under the Asset Sale Agreement, the Eurogold Group will sell these assets to
RIL.
2.3 Asset Sale Agreement
On 22 May 2007 the Company announced that it had entered into the Asset Sale
Agreement. The material terms of the Asset Sale Agreement are as follows:
(a) EBL sells all of its shares in SRL to RIL.
(b) The Company assigns the Debts to RIL.
(c) The consideration for the sale and assignment is
US$5,000,000 to be paid as follows.
(i) US$2,000,000 upon completion of the Asset Sale
Agreement.
(ii) US$3,000,000 no later than 30 days after meeting a key
regulatory milestone relating to the advancement of the Saulyak Gold Project.
(d) RIL must by 2 June 2007 pay US$2,000,000 to Eurogold's
lawyers to be held pending satisfaction of the conditions precedent to
completion.
(e) Eurogold's right to receive US$3,000,000 upon meeting a
key regulatory milestone relating to the advancement of the Saulyak Gold Project
is secured by a share pledge over all of the shares in SRL.
(f) Eurogold appoints RIL as its agent to manage the
business of SRL, as directed by Eurogold. RIL will advance up to US$45,000 per
month to meet SLLC's cash calls. These amounts may not be set off against the
consideration payable to Eurogold or if the Asset Sale Agreement does not
complete.
(g) The Asset Sale Agreement is subject to certain conditions,
including approval by the shareholders of Eurogold and RIL being reasonably
satisfied with the Entity Due Diligence Documents.
(h) Completion of the Asset Sale Agreement is to occur on the
third Business Day after all condition precedents have been satisfied (due by 30
June 2007) or when the parties agree.
(i) The Asset Sale Agreement contains limited warranties to
the title of the Sale Assets.
2.4 Future of the Eurogold Group after completion of the Asset
Sale Agreement
After completion of the Asset Sale Agreement:
(a) the Eurogold Group will only comprise of Eurogold, 100% of
EHBL and Esmeralda Mining Limited (which is in the process of being
deregistered);
(b) the Eurogold Group will have as its only asset
$US2,000,000, its right to US$3,000,000 upon meeting a key regulatory milestone
relating to the advancement of the Saulyak Gold Project (which Eurogold cannot
determine whether or when this will be satisfied) and its claim against Oxus;
and
(c) Eurogold will become an investing company for the purposes
of the AIM Rules.
Completion of the Asset Sale Agreement will not prejudice the prospects of
Eurogold's claims against Oxus.
As an investing company, Eurogold will have to make an acquisition or
acquisitions which constitute a reverse takeover under AIM Rule 14 within twelve
months of the Shareholders approving Resolution 1 (namely authorising the Asset
Sale Agreement).
If the Company does not make an acquisition constituting a reverse takeover
under the AIM Rules within this timeframe, its Shares will be automatically
suspended from AIM. If it does not make such an acquisition within six months
from any such suspension, the London Stock Exchange will cancel the admission of
its Shares on AIM.
2.5 Investing strategy going forward
As an investing company (on the basis the Asset Sale Agreement is approved by
Shareholders and completed), Eurogold intends to actively seek out investment
opportunities through the contacts, experience and knowledge of the Directors.
Investment opportunities identified by the Company will be assessed on the
following criteria:
(a) natural resources sector (both minerals and energy) with
the investment being potentially made in any part of the world;
(b) an attractive entry price;
(c) a favourable risk/reward equation with substantial
potential upside; and
(d) likely capital market support for the project.
It is expected that the Company will seek to acquire one significant project
rather than make a spread of smaller investments.
The Directors are experienced in evaluating acquisition and investment
opportunities in the natural resources sector and are able to call on
independent expertise in the sector. The Company currently has a Board of
Directors who between them have considerable investment and commercial expertise
(full details of the Directors' experience and expertise are in Eurogold's July
2004 AIM Admission Document). The composition of the Board will be reviewed on a
regular basis to ensure they have the appropriate mix of skills necessary for
the objectives of the Company.
The Directors will consider causing the Company to return its funds to
Shareholders in the event they are unable to secure a suitable investment within
a period of eighteen months following the approval of the Asset Sale Agreement
by Shareholders.
2.6 Advantages and disadvantages of the Asset Sale Agreement
The advantages and disadvantages of the Asset Sale Agreement are as follows:
(a) Advantages:
(i) Corporate Strategy - Eurogold's corporate strategy is
identifying undervalued natural resource projects and creating value for
Shareholders by undertaking additional exploration and then on-selling the
projects. Disposing the Sale Assets will allow Eurogold to acquire exploration
projects consistent with Eurogold's corporate strategy.
(ii) Sovereign risk - The Ukrainian political scene is
undergoing dramatic and constant change as it evolves from a communist to a free
market economy and as a consequence there is still a degree of sovereign risk
associated with the country.
(iii) RIL is better placed to pursue development of the
Saulyak Gold Project - The development of the Saulyak Gold Project requires
significant further capital and project development expertise. RIL is in a
better position to fund and manage the development of the Saulyak Gold Project.
(iv) Consideration - The Directors have extensively marketed
the Sale Assets and are satisfied that the terms of the Asset Sale Agreement the
best possible price attainable for the Sale Assets.
(v) Share price - Eurogold's Directors believe the Company's
Share price is depressed for the following reasons:
(A) The liquidation of Transgold following the events of
January 2000 when cyanide contaminated dam water at the Company's Transgold
operations and its subsequent closure in January 2006 due to frozen water pipes.
(B) Termination by Oxus of agreements to acquire the Saulyak
and Beregove Projects and misleading statements made by Oxus to the effect that:
(1) Eurogold had sought an extension of its licence to
explore the Saulyak Gold Deposit from the Ukraine Authorities which had been
refused; and
(2) the reserve of the Saulyak Gold Deposit was smaller in
volume and grade than that reported to the ASX.
(C) Uncertainty over sovereign risk.
(vi) Ongoing funding of the Saulyak Gold Project - If the
Asset Sale Agreement does not complete the Company will be required to raise
additional capital to fund exploration work on the Saulyak Gold Project.
(b) Disadvantages
(i) Eurogold's only asset will be US$2,000,000, its right
to US$3,000,000 upon meeting a key regulatory milestone relating to the
advancement of the Saulyak Gold Project (which Eurogold cannot determine whether
or when this will be satisfied) and its claim against Oxus and will have no
direct exposure to resource assets. As a consequence Eurogold may be subject to
additional ASX Listing Rule requirements.
(ii) Eurogold will become an investing company pursuant to
the AIM Rules and as such will have a limited period to make an acquisition or
acquisitions which constitute a reverse takeover under AIM Rule 14 or face the
possibility of having its Shares suspended from trading on AIM or its AIM
Admission cancelled (refer to section 2.4).
(iii) There is a risk that the key regulatory milestone
relating to the advancement of the Saulyak Gold Project may not be met and
Eurogold may not receive US$3,000,000.
(iv) There is a risk that Eurogold may not be able to locate
and acquire suitable investment opportunities in the resources sector.
2.7 Proposed Option issue
At the Company's Annual General Meeting on 30 November 2006 Shareholders
approved the issue of 35,000,000 Options with an exercise price of $0.10 and an
expiry date of 30 June 2009 to subscribers under the August 2006 Share Issue and
5,000,000 Shares each with one free attaching Options on the same terms to Mr
Gunzburg.
Issue of the Options was subject to Eurogold lodging a prospectus with ASIC.
Following the Annual General Meeting the Company entered into the Asset Sale
Agreement. As a consequence the Board has decided to delay lodging a prospectus,
a requirement to the issue of the Options, until a suitable investment
opportunity is found - meaning that no Options have been issued to subscribers
under the August 2006 Share Issue (including Mr Gunzburg).
Eurogold will seek Shareholder approval to reconfirm the grant of 40,000,000
Options to subscribers under the August 2006 Share Issue (including Mr Gunzburg)
and, if necessary, propose any change to the terms of the Options, when a
suitable investment opportunity is found.
2.8 Directors' Recommendation
The Directors consider that having consulted with the Company's nominated
adviser the terms of the Asset Sale Agreement are fair and reasonable insofar as
the Shareholders are concerned, and recommend that Shareholders vote in favour
of the Asset Sale Agreement by voting for Resolution 1.
3. Resolution 1 - Approve Asset Sale Agreement
3.1 Reason for Resolution 1
Resolution 1 seeks Shareholders' approval pursuant to AIM Rule 15 and ASX
Listing Rule 11.2 for the Company to complete the Asset Sale Agreement, under
which it will dispose of the Sale Assets.
AIM Rule 15 and ASX Listing Rule 11.2 restrict the Company's ability to dispose
of its main undertaking without Shareholder approval.
The effect of passing Resolution 1 will be to:
(a) allow the Company to dispose of its main undertaking to
RIL by completing the Asset Sale Agreement without breaching AIM Rule 15 or ASX
Listing Rule 11.2; and
(b) cause the Company to become an investing company (as
defined in the AIM Rules).
3.2 Specific Information Required by AIM Rule 15 and ASX
Listing Rule 11.2
For the purposes of AIM Rule 15 and ASX Listing Rule 11.2, information regarding
the Asset Sale Agreement is provided as follows:
(a) This Explanatory Memorandum sets out:
(i) the effect of the Asset Sale Agreement on the Company; and
(ii) whether the Asset Sale Agreement is fair and reasonable to Shareholders.
(b) A voting exclusion statement is included in the Notice.
4. Resolutions 2 to 4 -Authorise Issue of Director Options
4.1 Introduction
Eurogold's Directors, Messrs Peter Gunzburg, Neil MacLachlan and Brett
Montgomery, receive remuneration of A$200,000, GBP15,000 and A$25,000 (plus GST)
respectively. To minimise cash expenditure, Eurogold proposes to offer 2,000,000
Director Options to each of the Directors in lieu of (or in the case of Mr
Gunzburg partly in lieu of) monetary compensation for acting as directors of
Eurogold. Each Director will have the choice of whether they accept the Director
Options in lieu of (or in the case of Mr Gunzburg partly in lieu of) monetary
compensation for acting as directors of Eurogold and they may not accept less
than all of the Director Options offered to them.
Resolutions 4 to 6 seek Shareholder approval pursuant to Listing Rule 10.11 and
Chapter 2E of the Corporations Act for Eurogold to grant 2,000,000 Director
Options to each of the Directors in lieu of monetary compensation (or in the
case of Mr Gunzburg in lieu of A$100,000). Eurogold will rely on the exceptions
in section 708 of the Corporations Act to offer the Directors Options without
disclosure.
4.2 Reason for Resolutions 2 to 4
Shareholder approval is required under Listing Rule 10.11 and Chapter 2E of the
Corporations Act because the Directors are related parties of the Company.
Listing Rule 10.11 and Chapter 2E of the Corporations Act restrict the Company's
ability to issue equity securities to a Director, unless approval is obtained
from the Shareholders. The effect of passing Resolutions 2 to 4 will be to allow
Eurogold to offer, in lieu of monetary compensation (or in the case of Mr
Gunzburg in lieu of A$100,000), 2,000,000 Director Options each to the Directors
during the month after the Meeting (or a longer period, if allowed by ASX) in
compliance with Chapter 2E of the Corporations Act, without breaching ASX
Listing Rule 10.11 or using up the Company's 15% placement capacity under ASX
Listing Rule 7.1.
Shareholder approval is required under section 208 (contained in Chapter 3E) of
the Corporations Act because the Directors are related parties of the Company.
Whilst the issue of Director Options is in lieu of monetary payment for
directors' fees, and therefore falls within the exceptions for the need to
obtain Shareholder approval, the Directors consider that in the interests of
good corporate governance, the matter is put to Shareholders.
Resolutions 2 to 4 are separate resolutions and are in no way dependent on each
other.
4.3 Specific Information required by section 219 of the
Corporations Act
For the purposes of section 219 of the Corporations Act the following
information regarding the issue of Director Options is provided:
(a) The related parties to whom Resolutions 2 to 4 would
permit financial benefits to be given are Peter Gunzburg, Neil MacLachlan and
Brett Montgomery.
(b) The nature of the financial benefits are 2,000,000
Director Options each to Peter Gunzburg, Neil MacLachlan and Brett Montgomery.
(c) The Directors have an interest in the outcome of
Resolutions 2 to 4. Nevertheless they each recommend that Shareholders vote in
favour of Resolutions 2 to 4 so that Eurogold will conserve cash.
(d) A valuation of the Director Options has been obtained from
BDO Kendalls Corporate Finance (WA) Pty Ltd, an independent expert.
This valuation imputes a value for Director Options to be issued to the
Directors in accordance with Resolutions 2 to 4 as $0.008 per Director Option or
$48,000 in total (prior to any adjustments for expected early exercise). The
value may go up or down after the issue date as it will depend on the future
price of a Share. The Binominal approach has been used, together with the
following assumptions:
(i) The date of valuation for the purposes of settling the
current market value of a Director Option is 1 June 2007.
(ii) At 31 May 2007 the closing Share price was determined
to be $0.0.022 which is the price used in the valuation.
(iii) The volatility factor is set as 60% which is based on
the average historical standard deviation of the Company to the All Ordinaries
Index as provided by the Australian Graduate School of Management.
(iv) The Company has not forecast any future dividend
payments. For the purposes of the valuation, it was assumed that the Company's
share price is "ex-dividend".
(v) For the purposes of the valuation it was assumed that the
Director Options will not be exercised any earlier than the expiration date.
(vi) The risk free rate used for the purposes of the valuation
is the Commonwealth Government securities rate with a maturity date
approximating that of the expiration period of the options, as at 1 June 2007
being 6.25% (Source: Reserve Bank of Australia).
(e) The following table demonstrates the dilution of all other
Shareholders' holdings in the Company, upon exercise of all Director Options
issued to Directors in accordance with Resolutions 2 to 4:
+-------------------------------------------------+---------------+
|Shares on issue at date of this Explanatory | 319,679,494 |
|Memorandum | |
| | |
+-------------------------------------------------+---------------+
|Shares issued assuming exercise of all Director | |
|Options under | 6,000,000 |
|Resolutions 4 to 6 | |
| | |
+-------------------------------------------------+---------------+
|Dilution Effect of issues to related parties | 0.01878% |
| | |
+-------------------------------------------------+---------------+
(f) The market price of Shares would normally determine
whether the Directors will exercise the Director Options or not. If the Director
Options are exercised at a price that is lower than the price at which Shares
are trading on ASX, there may be a perceived cost to the Company.
(g) No funds will be raised by the issue of the Director
Options as they are being issued in consideration for Directors foregoing
payment of directors' fees.
(h) The Directors' remuneration (both current and if
Resolutions 4 to 6 are passed) are as follows:
+----------------+------------------------+------------------------+
| |Current remuneration |Following issue of |
| | |Director Options1 |
+----------------+------------------------+------------------------+
|Peter Gunzburg |Fees of $200,000 |Fees of $100,000 plus 9%|
| | |superannuation per annum|
+----------------+------------------------+------------------------+
| | |2,000,000 Director |
| | |Options |
+----------------+------------------------+------------------------+
|Neil MacLachlan |Fees of GBP15,000 |2,000,000 Director |
| | |Options |
+----------------+------------------------+------------------------+
|Brett Montgomery|Fees of A$25,000 plus |2,000,000 Director |
| |GST |Options |
+----------------+------------------------+------------------------+
1 This assumes that each Director elects to accept Director Options in lieu of
monetary payment for their directors' fees.
(i) The Directors' interests in the Company (both current
and if Resolutions 4 to 6 are passed) are as follows:
+----------------+------------------------+------------------------+
| |Current interest |Following issue of |
| | |Director Options1 |
+----------------+------------------------+------------------------+
|Peter Gunzburg |31,746,879 Shares2 |31,746,879 Shares |
+----------------+------------------------+------------------------+
| | |2,000,000 Director |
| | |Options |
+----------------+------------------------+------------------------+
|Neil MacLachlan |2,200,000 Shares |2,200,000 Shares |
+----------------+------------------------+------------------------+
| | |2,000,000 Director |
| | |Options |
+----------------+------------------------+------------------------+
|Brett Montgomery|2,200,000 Shares |2,200,000 Shares |
+----------------+------------------------+------------------------+
| | |2,000,000 Director |
| | |Options |
+----------------+------------------------+------------------------+
1 This assumes that each Director elects to accept Director Options in lieu of
monetary payment for their directors' fees.
2 Eurogold has also agreed to, subject to lodging a prospectus and shareholder
approval, grant 40,000,000 Options to persons that subscribed for Shares in the
August 2006 Share Issue. Mr Gunzburg is participated in the August 2006 Share
Issue and (subject to Eurogold lodging a prospectus and shareholder approval) is
entitled to be granted 5,000,000 Options. See Section 2.7 for details.
(j) The trading history of the Company's Share price over
the last 12 months as follows:
+----------------------------------------+------------------------+
|Highest | $0.10 |
+----------------------------------------+------------------------+
|Lowest | $0.017 |
+----------------------------------------+------------------------+
|Closing price on 31 May 2007 | $0.022 |
+----------------------------------------+------------------------+
(k) Other than the information above and otherwise set out in
this Explanatory Memorandum, the Company believes that there is no other
information that would be reasonably required by Shareholders to pass
Resolutions 2 to 4.
4.4 Specific Information Required by ASX Listing Rule 10.13
For the purposes of ASX Listing Rule 10.13, information regarding the issue of
Director Options is provided as follows:
(a) The Director Options will be issued to Peter Gunzburg,
Neil MacLachlan and Brett Montgomery, who are directors of the Company, or their
nominees.
(b) The maximum number of Director Options the Company can
issue under Resolutions 4 to 6 is 6,000,000.
(c) The Director Options will be issued progressively no later
than one month after the Meeting (or such longer period of time as ASX may in
its discretion allow).
(d) The Director Options will be issued by the Company in
consideration for the Directors acting as directors of Eurogold and in lieu of
monetary payment for their directors' fees.
(e) The terms of the Director Options are in Schedule 2 of the
Explanatory Memorandum.
(f) No funds will be raised by the issue of Director Options
as the Director Options are being issued in lieu of Directors being paid
directors' fees.
(g) A voting exclusion statement is included in the Notice.
5. Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory Memorandum carefully
before deciding how to vote on the Resolutions.
A Proxy Form is attached to the Notice. This is to be used by Shareholders if
they wish to appoint a representative (a "proxy") to vote in their place. All
Shareholders are invited and encouraged to attend the Meeting or, if they are
unable to attend in person, sign and return the Proxy Form to the Company in
accordance with the instructions thereon. Lodgement of a Proxy Form will not
preclude a Shareholder from attending and voting at the Meeting in person.
Schedule 1 - Definitions
In this Explanatory Memorandum and Notice of General Meeting:
"AIM Rules" means the rules of AIM operated by the London Stock Exchange plc.
"Annual General Meeting" means the Company's annual general meeting held on 30
November 2006.
"August 2006 Share Issue" means the issue of 35,000,000 Shares on 4 August 2006.
"ASX" means Australian Securities Exchange Limited.
"ASX Listing Rules" means the Listing Rules of ASX.
"ASIC" means Australian Securities and Investments Commission.
"Asset Sale Agreement" has the meaning in Resolution 1.
"Beregove Project" means the prospective gold projects of Muzhievo and Kvasove
adjacent to the town of Beregove in Ukraine, in relation to which ZLLC holds
exploration and development rights and interests including (without limitation)
all assets, infrastructure and improvements thereon.
"Board" means Directors of the Company.
"Business Day" has the meaning in the ASX Listing Rules.
"Chair" means the person appointed to chair the Meeting of the Company convened
by this Notice.
"Company" and "Eurogold" means Eurogold Limited ACN 009 070 384.
"Constitution" means the Company's constitution.
"Corporate Chart" means the corporate chart in Schedule 3.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Debts" means all of the debts owed by SRL and SLLC to the Company at the date
of completion of the Asset Sale Agreement.
"Director Option" means an Option which entitles the holder to subscribe for one
Share on the terms and conditions in Schedule 2.
"Directors" mean the directors of the Company.
"RIL" means Resource Invest LLC.
"EBL" means Eurogold (Bermuda) Limited.
"Entity Due Diligence Documents" means collectively the entity due diligence
documents and information, namely formation documents, by-laws (or
constitutions, operating agreements, or other governing instruments as
applicable), good standing certificates and minute book documents (minutes,
corporate resolutions, consents, etc.) of the Eurogold, EBL, SRL and SLLC.
"Eurogold Group" means the Eurogold group of companies as in the Corporate
Chart.
"Explanatory Memorandum" means the explanatory memorandum to the Notice.
"Meeting" has the meaning given in the introductory paragraph of the Notice.
"Notice" means this notice of General Meeting.
"Options" means an option over an unissued Share.
"Oxus" means Oxus Gold PLC and its related entities.
"Proxy Form" means the proxy form attached to the Notice.
"Record Date" means the record date to determine Eligible Shareholders.
"Resolution" means a resolution referred to in this Notice.
"Sale Assets" means all of the fully paid ordinary shares in the capital of SRL
held by EBL and the Debts.
"Saulyak Gold Project" means the prospective gold tenements and tenement
applications in Ukraine including (without limitation) exploration and
development rights, interests and licences actually held or applied for by SLLC
pertaining to Saulyak and within a fifty (50) kilometre radius of the Saulyak
adits and all assets, infrastructure and improvements thereon.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a shareholder of the Company.
"SLLC" means Saulyak Limited Liability Company.
"SRL" means Saulyak Resources Limited.
"Transgold" means SC Transgold SA (liquidated).
"ZLLC" means Zakarpatpolymetaly Limited Liability Company.
In this Notice, words importing the singular include the plural and vice versa.
Schedule 2 - Terms & Conditions of the Director Options
1. The exercise price of each Director Option is $0.03
("Exercise Price").
2. The Director Options will expire 3 years after the
grant of the Director Option ("Expiry Date").
3. Unless agreed otherwise by Company and the Holder the
Director Options will vest and may be exercised in whole or part prior to the
Expiry Date:
(a) at any time after the 1st anniversary of the grant of the
Director Option; or
(b) 100% of the Director Options any time during the following
periods:
(i) the offer period within the meaning of section 624 of
the Corporations Act in respect of a takeover bid for all of the fully paid
ordinary shares in the capital of the Company ("Shares");
(ii) after an offer in respect of a takeover bid for all of
the Shares is made on an unconditional basis or becomes unconditional,
(iii) after the Company has announced to ASX its agreement
with another company or entity for an offer to be made for all of the Shares
pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act; and
(iv) after the Company disposing of a major asset or
undertaking.
4. Each Director Option exercised will entitle the Holder
to one Share.
5. The Holder must complete a notice in the form
determined by the Company's directors when exercising the Director Options
("Notice of Exercise").
6. Director Options may be exercised by the Holder
completing and forwarding to the Company a Notice of Exercise and payment of the
Exercise Price for each Director Option being exercised.
7. All Shares issued upon exercise of the Director Options
will rank pari passu in all respects with the Company's then existing Shares.
8. The Holder cannot participate in new issues of
securities to holders of Shares unless the Director Option has been exercised
and the Share has been allotted and registered in respect of the Director Option
before the record date for determining entitlements to the issue. The Company
must give notice to the Holder of any new issue before the record date for
determining entitlements to the issue in accordance with the ASX Listing Rules.
Director Options can only be exercised in accordance with these terms and
conditions.
9. If the Company makes a pro rata bonus issue of Shares
to holders of Shares (other than an issue in lieu or in satisfaction of
dividends or by way of dividend reinvestment) and no Shares have been allotted
and registered in respect of the exercise of an Director Option before the
record date for determining entitlements to the bonus issue, then the number of
Shares or other securities for which the Holder is entitled to subscribe on
exercise of the Director Option is increased by the number of Shares or other
securities that the Holder would have received if the Director Option had been
exercised before the record date for the bonus issue.
10. If the Company makes a pro rata issue of securities
(except a bonus issue) to the holders of Shares (other than an issue in lieu or
in satisfaction of dividends or by way of dividend reinvestment) the exercise
price of a Director Option shall be reduced according to the following formula:
O' = E(P-(S+D))
N+1
where: O' = the new exercise price of a Director Option.
O = the old exercise price of a Director Option.
E = the number of underlying securities into which one Director Option is
exercisable.
P = the average market price per security (weighted by reference to volume) of
the underlying securities during the 5 trading days ending on the day before the
ex rights date or ex entitlements date.
S = the subscription price for a security under the pro-rata issue.
D = the dividend due but not yet paid under the existing underlying securities
(except those to be issued under the pro rata issue).
N = the number of securities with rights or entitlements that must be held to
receive a right to one new security.
11. In the event of any reorganisation of the issued ordinary
capital of the Company (including consolidation, subdivision, reduction or
return) the number of Shares attaching to each Director Option or the Exercise
Price of a Director Option or both will be reorganised in the manner as
specified in the ASX Listing Rules at the time of the reorganisation.
12. Subject to paragraphs 9, 10 and 11, the Exercise Price and
the number of Shares to be issued on the exercise of Director Options will not
change in the event of a new issue of securities by the Company.
13. The Company will give notice to each Holder of any
adjustment to the number of Shares which the Holder is entitled to subscribe for
or be issued on exercise of a Director Option or the Exercise Price of a
Director Option in accordance with the ASX Listing Rules at that time.
14. Director Options are not transferable except that a legal
personal representative of a Holder who has died or whose estate is liable to be
dealt with under laws relating to mental health will be entitled to be
registered as the Holder after the production to the Board of such documents or
other evidence as the Board may reasonably require to establish that
entitlement.
15. Shares allotted and issued pursuant to the exercise of
Director Options will be allotted and issued not more than 15 business days
after the receipt of a properly executed Notice of Exercise and payment for the
Exercise Price of each Director Options being exercised. The Company will apply
for official quotation on ASX of Shares issued pursuant to the exercise of
Director Options.
16. Shares issued pursuant to the exercise of Director Options
may not be offered for sale by the holder unless:
(a) the offer is made in circumstances that do not require
disclosure to investors under Part 6D.2 of the Corporations Act; or
(b) one of the following occurs:
(i) the Company gives ASX a notice that complies with
section 708A(6) of the Corporations Act;
(ii) the Company lodges a prospectus with ASIC that
qualifies the Shares for resale under section 708A(11) of the Corporations Act;
or
(iii) expiry of 12 months after issue of the Shares.
17. After a Director Option is validly exercised the Company
must use reasonable endeavours in accordance with section 708A(5)(e) of the
Corporations Act to give ASX a written notice that complies with section 708A(6)
of the Corporations Act.
18. Application will not be made for the official quotation on
ASX of the Director Options.
Schedule 3 - Corporate Chart
Organization Chart
EUROGOLD LIMITED
ACN 009 070 384
P R O X Y F O R M
The Company Secretary
Eurogold Limited
By delivery: By post: By facsimile:
Level 4 PO Box 7493 +61 8 9481 3586
State One House Cloisters Square
172 St Georges Terrace PERTH WA 6850
PERTH WA 6000
I/We
1_________________________________________________________________________________________
of __________________________________________________________________________________________
being a Shareholder/Shareholders of the Company and entitled to
_________________________________________votes in the Company, hereby appoint 2
______________________________________________________________
or failing such appointment the chairman of the General Meeting as my/our proxy
to vote for me/us on my/our behalf at the General Meeting of the Company to be
held at 10am on 10 July 2007 (WST) at Level 1, 173 Mounts Bay Road, Perth,
Western Australia and at any adjournment thereof in the manner indicated below
or, in the absence of indication, as he thinks fit. If 2 proxies are appointed,
the proportion or number of votes of this proxy is authorised to exercise is *
( )% of the Shareholder's votes*/ ( ) of the Shareholder's votes (an
additional Proxy Form will be supplied by the Company, on request).
INSTRUCTIONS AS TO VOTING ON RESOLUTIONS
IMPORTANT:
+-----+-----------------------------------------------------------------------+
| |If the chairman of the general meeting is to be your proxy and you have|
| |not directed your proxy how to vote on Resolutions 1 to 4 please tick |
| |this box. By marking this box you acknowledge that the chairman of the |
| |general meeting may exercise your proxy even if he has an interest in |
| |the outcome of Resolutions 1 to 4 and that votes cast by him, other |
| |than as proxy holder, would 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 of the general meeting will not cast your votes on |
| |Resolutions 1 to 4 and your votes will not be counted in computing the |
| |required majority if a poll is called on these Resolutions. |
+-----+-----------------------------------------------------------------------+
| |The chairman of the general meeting intends to vote undirected proxies |
| |in favour of each Resolution. |
+-----+-----------------------------------------------------------------------+
The proxy is to vote for or against the Resolution referred to in the Notice as
follows:
For Against Abstain
+-----------+-----------------------------------------------+
|Resolution |Authorise Asset Sale Agreement |
|1 | |
+-----------+-----------------------------------------------+
| | |
+-----------+-----------------------------------------------+
|Resolution |Authorise Issue of Director Options to Mr |
|2 |Gunzburg |
+-----------+-----------------------------------------------+
| | |
+-----------+-----------------------------------------------+
|Resolution |Authorise Issue of Director Options to Mr |
|3 |MacLachlan |
+-----------+-----------------------------------------------+
| | |
+-----------+-----------------------------------------------+
|Resolution |Authorise Issue of Director Options to Mr |
|4 |Montgomery |
+-----------+-----------------------------------------------+
| | |
+-----------+-----------------------------------------------+
Authorised signature/s This section must be signed in accordance with the
instructions overleaf to enable your voting instructions to be implemented.
Individual or Shareholder 2 Shareholder 3
Shareholder 1
Sole Director and Sole Director Director/Company
Company Secretary Secretary
_________________________ _______________________ ___________________
Contact Name Contact Daytime Telephone Date
---------1Insert name and address of Shareholder 2 Insert name and address of
proxy *Omit if not applicable
Proxy Notes:
A Shareholder entitled to attend and vote at the General Meeting may appoint a
natural person as the Shareholder's proxy to attend and vote for the Shareholder
at that General Meeting. If the Shareholder is entitled to cast 2 or more votes
at the General Meeting the Shareholder may appoint not more than 2 proxies.
Where the Shareholder appoints more than one proxy the Shareholder may specify
the proportion or number of votes each proxy is appointed to exercise. If such
proportion or number of votes is not specified each proxy may exercise half of
the Shareholder's votes. A proxy may, but need not be, a Shareholder of the
Company.
If a Shareholder appoints a body corporate as the Shareholder's proxy to attend
and vote for the Shareholder at that General Meeting, the representative of the
body corporate to attend the General Meeting must produce the Certificate of
Appointment of Representative prior to admission. A form of the certificate may
be obtained from the Company's share registry.
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one name all of the holders
must sign.
Power of Attorney: if signed under a Power of Attorney, you must have already
lodged it with the registry, or alternatively, attach a certified photocopy of
the Power of Attorney to this Proxy Form when you return it.
Companies: a Director can sign jointly with another Director or a Company
Secretary. A sole Director who is also a sole Company Secretary can also sign.
Please indicate the office held by signing in the appropriate space.
If a representative of the corporation is to attend the General Meeting the
appropriate "Certificate of Appointment of Representative" should be produced
prior to admission. A form of the certificate may be obtained from the Company's
Share Registry.
Proxy Forms (and the power of attorney or other authority, if any, under which
the Proxy Form is signed) or a copy or facsimile which appears on its face to be
an authentic copy of the Proxy Form (and the power of attorney or other
authority) must be deposited at or received by facsimile transmission at the
Perth office of the Company (Level 4, State One House, 172 St Georges Terrace,
Perth, Western Australia or Facsimile (08) 9481 3586 if faxed from within
Australia or +61 8 9481 3586 if faxed from outside Australia) not less than 48
hours prior to the time of commencement of the General Meeting (ie 10am on 7
July 2007).
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOEEASKPESXXEEE
Eurogold (LSE:EUG)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Eurogold (LSE:EUG)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
