RNS Number:8954K
St. Barbara Mines Limited
09 May 2003
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given that the Extraordinary General Meeting of members of St Barbara
Mines Limited (ABN 36 009 165 066) ("Company") will be held at the Conference
Suite, Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia on
Friday, 6 June 2003 at 10.00 a.m.
An Explanatory Memorandum containing information in relation to each of
Resolutions 1 to 8 accompanies this Notice of Extraordinary General Meeting.
Unless otherwise defined, terms used in this Notice of Extraordinary General
Meeting are defined in, and are to be interpreted in accordance with the
Explanatory Memorandum.
AGENDA
Resolution 1: RATIFICATION OF ISSUE OF SHARES AND OPTIONS
To consider and, if thought fit, pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.4 of the Listing Rules of ASX and all
other relevant purposes, the Company ratifies the issue of 7,327,822 fully paid
ordinary shares and 7,327,881 options to acquire fully paid ordinary shares in
the capital of the Company to Resource Capital Fund II on the terms and
conditions set out in the Explanatory Memorandum that forms part of this Notice
of Extraordinary General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 1 by any of the persons
who participated in the issue the subject of Resolution 1 and any associate of
any of those persons unless the vote 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
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 2: AUTHORITY FOR ISSUE OF OPTIONS
To consider and, if thought fit, pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 of the Listing Rules of ASX and all
other relevant purposes, the Company authorises the issue of 17,752,662 options
to acquire fully paid ordinary shares in the capital of the Company to Resource
Capital Fund II on the terms and conditions set out in the Explanatory
Memorandum that forms part of this Notice of Extraordinary General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 2 by any of the persons
who will participate in, or who may obtain a benefit from (except a benefit
solely in the capacity of a holder of ordinary securities), the issue the
subject of Resolution 2 and any associate of any of those persons unless the
vote 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 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 3: RATIFICATION OF ISSUE OF SHARES
To consider and, if thought fit, pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 of the Listing Rules of ASX and for
all other relevant purposes, the Company ratifies the issue of 280,140 fully
paid ordinary shares in the capital of the Company to Grimwood Davies Pty Ltd on
17 October 2002 at an issue price of 19.73 cents per share and otherwise on the
terms and conditions set out in the Explanatory Memorandum that forms part of
this Notice of General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 3 by any of the persons
who participated in the issue the subject of Resolution 3 and any associate of
any of those persons unless the vote 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
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: RATIFICATION OF ISSUE OF SHARES
To consider and, if thought fit, pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 of the Listing Rules of ASX and for
all other relevant purposes, the Company ratifies the issue of 15,000,000 fully
paid ordinary shares in the capital of the Company to Citibank Nominees Pty Ltd
on 31 January 2003 at an issue price of 11 cents per share and otherwise on the
terms and conditions set out in the Explanatory Memorandum that forms part of
this Notice of General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 4 by any of the persons
who participated in the issue the subject of Resolution 4 and any associate of
any of those persons unless the vote 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
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 5: RATIFICATION OF ISSUE OF SHARES
To consider and, if thought fit, pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 of the Listing Rules of ASX and for
all other relevant purposes, the Company ratifies the issue of 5,600,000 fully
paid ordinary shares in the capital of the Company to Yamaji Marla Barna Baba
Maaja Aboriginal Corporation as Trustee for the Puutu Kunti Kurrama Pinikura
people on 17 February 2003 at an issue price of 11 cents per share and otherwise
on the terms and conditions set out in the Explanatory Memorandum that forms
part of this Notice of General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 5 by any of the persons
who participated in the issue the subject of Resolution 5 and any associate of
any of those persons unless the vote 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
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 6: RATIFICATION OF ISSUE OF CONVERTIBLE NOTE
To consider and, if thought fit, pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 of the Listing Rules of ASX and for
all other relevant purposes, the Company ratifies the issue of a Convertible
Note to Ocean Resources Capital Holdings Limited on 27 February 2003 with a face
value of $2,800,000 and otherwise on the terms and conditions set out in the
Explanatory Memorandum that forms part of this Notice of General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 6 by any of the persons
who participated in the issue the subject of Resolution 6 and any associate of
any of those persons unless the vote 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
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 7: AUTHORITY FOR ISSUE OF SHARES - CONVERTIBLE LOAN
To consider and, if thought fit, pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 of the Listing Rules of ASX and for
all other relevant purposes, the Company authorises the issue of up to
43,076,923 fully paid ordinary shares in the capital of the Company to Ocean
Resources Capital Holdings Limited pursuant to the conversion of the Convertible
Loan issued to Ocean Resources Capital Holdings Limited and otherwise on such
terms as are set out in the Explanatory Memorandum that forms part of this
Notice of General Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 7 by any of the persons
who will participate in, or who may obtain a benefit from (except a benefit
solely in the capacity of a holder of ordinary securities), the issue the
subject of Resolution 7 and any associate of any of those persons unless the
vote 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 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: ADOPTION OF NEW CONSTITUTION
To consider and, if thought fit, pass with or without amendment, the following
resolution as a special resolution:
"That, in accordance with section 136(2) of the Corporations Act, the
regulations contained in the printed document produced to this Meeting and
signed by the Chairman for identification purposes are hereby approved and
adopted as the Constitution of the Company in substitution for and to the
exclusion of the existing Articles of Association of the Company."
In order to determine voting entitlements, the register of shareholders will be
closed at 10.00 a.m. on Wednesday, 4 June 2003.
Enquiries
All enquiries in relation to the contents of the Notice of Extraordinary General
Meeting or the Explanatory Memorandum should be directed to the Executive
Chairman, Mr Stephen Miller (telephone: (08) 9476 5555).
BY ORDER OF THE BOARD
ALAN RULE
Company Secretary
Date: 5 May 2003
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of
shareholders of St Barbara Mines Limited (ABN 36 009 165 066) ("Company") in
connection with the business to be conducted at the Extraordinary General
Meeting of shareholders of the Company to be held on Friday, 6 June 2003 at
10.00 a.m. ("Meeting") at the Conference Suite, Level 8, Exchange Plaza, 2 The
Esplanade, Perth, Western Australia.
This Explanatory Memorandum should be read in conjunction with the accompanying
Notice of Extraordinary General Meeting ("Notice").
Resolution 1: RATIFICATION OF ISSUE OF SHARES AND OPTIONS
Resolution 1 seeks shareholder ratification pursuant to Listing Rule 7.4 of ASX
for the prior issue of 7,327,822 fully paid ordinary shares and 7,327,881
options to acquire fully paid shares in the capital of the Company to Resource
Capital Fund II.
Listing Rule 7.1 limits the number of equity securities (e.g. shares, options
and convertible notes) which a listed company may issue in any 12 month period
without shareholder approval (subject to certain exceptions, eg. a pro rata
issue to all shareholders). The limit is, generally speaking, no more than 15%
of the total of the number of fully paid ordinary shares on issue at the
beginning of the 12 month period, plus the number of fully paid ordinary shares
issued with the approval of shareholders or under one of the exceptions during
the previous 12 months.
Listing Rule 7.4 provides that an issue of shares and options made within the
15% limit will be treated as having been made with the approval of shareholders
for the purpose of Listing Rule 7.1 if subsequently approved by shareholders,
thereby "refreshing" the Company's ability to issue shares within the 15% limit,
and restoring the Company's ability to make placements (if that is thought
desirable) without the need for shareholder approval. While the shares and
options issued to Resource Capital Fund II were within this 15% limit, the
Company is requesting shareholders to ratify the issue of the shares and options
for the purpose of Listing Rule 7.4, so that the Company will have the
flexibility to issue further securities under Listing Rule 7.1 without seeking
shareholder approval, if the need or opportunity arises.
For the purpose of Listing Rule 7.5, the following information is provided:
* 1,562,000 fully paid ordinary shares were issued at 9.6 cents each
to Resource Capital Fund II on 2 December 2002 in lieu of an extension fee on
the $20 million facility provided to the Company by Resource Capital Fund II.
* 1,067,616 fully paid ordinary shares were issued at 8.43 cents each
to Resource Capital Fund II on 13 January 2003 in lieu of an extension fee on
the $20 million facility provided to the Company by Resource Capital Fund II.
* 4,261,200 fully paid ordinary shares were issued at 10.21 cents each
to Resource Capital Fund II on 13 January 2003 in lieu of interest for the 6
months ended 31 December 2002 on the $20 million facility provided to the
Company by Resource Capital Fund II.
* 437,006 fully paid ordinary shares were issued at 11.36 cents each
to Resource Capital Fund II on 13 January 2003 in lieu of a standby fee on the
$20 million facility provided to the Company by Resource Capital Fund II.
* The shares issued were fully paid ordinary shares and rank equally
in all respects with the existing fully paid ordinary shares issued in the
capital of the Company.
* The exercise price and expiry date of each of the
7,327,881 options issued to Resource Capital Fund II are as follows:
Date of issue of options No. of options issued Exercise price per option Expiry date
15 October 2002 483,482 21.25 cents 10 October 2005
15 October 2002 49,252 20.86 cents 10 October 2005
15 October 2002 241,854 21.24 cents 10 October 2005
7 January 2003 1,482,677 21.25 cents 7 July 2006
7 January 2003 151,040 20.86 cents 7 July 2006
7 January 2003 741,686 21.24 cents 7 July 2006
7 January 2003 3,177,890 11.38 cents 7 July 2006
20 February 2003 1,000,000 11.00 cents 31 December 2005
* The options issued are convertible into fully paid ordinary shares and
on conversion will rank equally in all respects with the existing fully paid
ordinary shares issued in the capital of the Company.
* The options are exercisable in whole or in part in writing to the
Company.
* The options are not listed on ASX.
* The options were issued to Resource Capital Fund II as a facility usage
fee for the $20 million facility provided to the Company by Resource Capital
Fund II.
* The terms of the 7,327,881 unlisted options other than the relevant
exercise price and expiry date and other terms mentioned in this section are set
out in Annexure "A" hereto.
Resolution 2: AUTHORITY FOR ISSUE OF OPTIONS
Resolution 2 seeks shareholder approval pursuant to Listing Rule 7.1 for the
issue of 17,752,662 options to acquire fully paid shares in the capital of the
Company to Resource Capital Fund II. These options are due to be issued in July
2003 in lieu of interest for the 4 months ended 31 April 2003 on the $20 million
facility provided to the Company by Resource Capital Fund II.
Listing Rule 7.1 limits the number of equity securities (e.g. shares, options
and convertible notes) which a listed company may issue in any 12 month period
without shareholder approval (subject to certain exceptions, eg. a pro rata
issue to all shareholders). The limit is, generally speaking, no more than 15%
of the total of the number of fully paid ordinary shares on issue at the
beginning of the 12 month period, plus the number of fully paid ordinary shares
issued with the approval of shareholders or under one of the exceptions during
the previous 12 months. While the options to be issued to Resource Capital Fund
II are within this 15% limit, the Company is requesting shareholders to approve
the issue of the options for the purpose of Listing Rule 7.1, so that the
Company will have the flexibility to issue further securities under Listing Rule
7.1 without seeking shareholder approval, if the need or opportunity arises.
For the purpose of Listing Rule 7.3, the following information is provided:
* The exercise price and expiry date of each of the 17,752,662 options
to be issued to Resource Capital Fund II in July 2003 are as follows:
No. of options issued Exercise price per option Expiry date
3,867,849 21.25 cents 42 months after date of issue
394,016 20.86 cents 42 months after date of issue
1,934,835 21.24 cents 42 months after date of issue
11,555,962 11.38 cents 42 months after date of issue
* The options issued are convertible into fully paid ordinary shares
and on conversion will rank equally in all respects with the existing fully paid
ordinary shares issued in the capital of the Company.
* The options are exercisable in whole or in part in writing to the
Company.
* The options are not listed on ASX.
* The options are to be issued to Resource Capital Fund II in lieu of
the interest charge on the $20 million facility provided to the Company by
Resource Capital Fund II.
* The terms of the 17,752,662 unlisted options other than the relevant
exercise price and expiry date and other terms mentioned in this section are set
out in Annexure "A" hereto.
Resolution 3: RATIFICATION OF ISSUE OF SHARES
Resolution 3 seeks shareholder ratification pursuant to Listing Rule 7.4 for the
previous issue of 280,140 fully paid ordinary shares in the capital of the
Company to Grimwood Davies Pty Ltd.
Listing Rule 7.1 limits the number of equity securities (e.g. shares, options
and convertible notes) which a listed company may issue in any 12 month period
without shareholder approval (subject to certain exceptions, eg. a pro rata
issue to all shareholders). The limit is, generally speaking, no more than 15%
of the total of the number of fully paid ordinary shares on issue at the
beginning of the 12 month period, plus the number of fully paid ordinary shares
issued with the approval of shareholders or under one of the exceptions during
the previous 12 months.
Listing Rule 7.4 provides that an issue made within the 15% limit will be
treated as having been made with the approval of shareholders for the purpose of
Listing Rule 7.1 if subsequently approved by shareholders, thereby "refreshing"
the Company's ability to issue shares within the 15% limit, and restoring the
Company's ability to make placements (if that is thought desirable) without the
need for shareholder approval. While the 280,140 fully paid ordinary shares
issued to Grimwood Davies Pty Ltd were within this 15% limit, the Company is
requesting shareholders to ratify the issue of the shares for the purpose of
Listing Rule 7.4, so that the Company will have the flexibility to issue further
securities under Listing Rule 7.1 without seeking shareholder approval, if the
need or opportunity arises.
For the purpose of Listing Rule 7.5, the following information is provided:
* 280,140 fully paid ordinary shares were issued at 19.73 cents per
share.
* The shares were issued to Grimwood Davies Pty Ltd in lieu of
exploration drilling services provided to the Company.
* The shares were issued and allotted on 17 October 2002.
* The shares issued were fully paid ordinary shares and rank equally
in all respects with the existing fully paid ordinary shares in the Company.
Resolution 4: RATIFICATION OF ISSUE OF SHARES
Resolution 4 seeks shareholder ratification pursuant to Listing Rule 7.4 for the
previous issue of 15,000,000 fully paid ordinary shares in the capital of the
Company to Citibank Nominees Pty Ltd.
Listing Rule 7.1 limits the number of equity securities (e.g. shares, options
and convertible notes) which a listed company may issue in any 12 month period
without shareholder approval (subject to certain exceptions, eg. a pro rata
issue to all shareholders). The limit is, generally speaking, no more than 15%
of the total of the number of fully paid ordinary shares on issue at the
beginning of the 12 month period, plus the number of fully paid ordinary shares
issued with the approval of shareholders or under one of the exceptions during
the previous 12 months.
Listing Rule 7.4 provides that an issue made within the 15% limit will be
treated as having been made with the approval of shareholders for the purpose of
Listing Rule 7.1 if subsequently approved by shareholders, thereby "refreshing"
the Company's ability to issue shares within the 15% limit, and restoring the
Company's ability to make placements (if that is thought desirable) without the
need for shareholder approval. While the 15,000,000 fully paid ordinary shares
issued to Citibank Nominees Pty Ltd were within this 15% limit, the Company is
requesting shareholders to ratify the issue of the shares for the purpose of
Listing Rule 7.4, so that the Company will have the flexibility to issue further
securities under Listing Rule 7.1 without seeking shareholder approval, if the
need or opportunity arises.
For the purpose of Listing Rule 7.5, the following information is provided:
* 15,000,000 fully paid ordinary shares were issued at 11 cents per
share.
* The shares were issued and allotted on 31 January 2003.
* The shares issued were fully paid ordinary shares and rank equally
in all respects with the existing fully paid ordinary shares in the Company.
* The shares were issued to Citibank Nominees Pty Ltd.
* The issue raised $1,650,000 for working capital and part payment for
the acquisition of Paddys Flat.
Resolution 5: RATIFICATION OF ISSUE OF SHARES
Resolution 5 seeks shareholder ratification pursuant to Listing Rule 7.4 for the
previous issue of 5,600,000 fully paid ordinary shares in the capital of the
Company to Yamaji Marla Barna Baba Maaja Aboriginal Corporation as Trustee for
the Puutu Kunti Kurrama Pinikura people.
Listing Rule 7.1 limits the number of equity securities (e.g. shares, options
and convertible notes) which a listed company may issue in any 12 month period
without shareholder approval (subject to certain exceptions, eg. a pro rata
issue to all shareholders). The limit is, generally speaking, no more than 15%
of the total of the number of fully paid ordinary shares on issue at the
beginning of the 12 month period, plus the number of fully paid ordinary shares
issued with the approval of shareholders or under one of the exceptions during
the previous 12 months.
Listing Rule 7.4 provides that an issue made within the 15% limit will be
treated as having been made with the approval of shareholders for the purpose of
Listing Rule 7.1 if subsequently approved by shareholders, thereby "refreshing"
the Company's ability to issue shares within the 15% limit, and restoring the
Company's ability to make placements (if that is thought desirable) without the
need for shareholder approval. While the 5,600,000 fully paid ordinary shares
issued to Yamaji Marla Barna Baba Maaja Aboriginal Corporation were within this
15% limit, the Company is requesting shareholders to ratify the issue of the
shares for the purpose of Listing Rule 7.4, so that the Company will have the
flexibility to issue further securities under Listing Rule 7.1 without seeking
shareholder approval, if the need or opportunity arises.
For the purpose of Listing Rule 7.5, the following information is provided:
* 5,600,000 fully paid ordinary shares were issued at 11 cents per
share.
* The shares were issued to Yamaji Marla Barna Baba Maaja Aboriginal
Corporation as Trustee for the Puutu Kunti Kurrama Pinikura people pursuant to
the Native Title Agreement entered into in relation to the Paulsens tenements.
* The shares were issued and allotted on 17 February 2003.
* The shares issued were fully paid ordinary shares and rank equally
in all respects with the existing fully paid ordinary shares in the Company.
Resolution 6: RATIFICATION FOR ISSUE OF CONVERTIBLE NOTE
Resolution 6 seeks shareholder ratification pursuant to Listing Rule 7.4 for the
previous issue of a Convertible Note to Ocean Resources Capital Holdings
Limited.
The Company issued a Convertible Note certificate with a total face value of
$2,800,000 to Ocean Resources Capital Holdings Limited on 27 February 2003.
Pursuant to the terms of the Convertible Note, Ocean Resources Capital Holdings
Limited, has the option to convert the Convertible Note into up to 21,538,462
fully paid ordinary shares in the capital of the Company, at a strike price of
13 cents per share, at any time prior to the termination date of 31 December
2007. If the proposed business combination between the Company and Defiance
Mining Corporation proceeds, it is a condition to the Convertible Note that the
ability to convert into fully paid ordinary shares in the capital of the Company
will cease and be replaced with the option to convert the Convertible Note into
up to 4,869,865 common shares in the capital of Defiance Mining Corporation at a
strike price of A$0.575 per share. The Convertible Note provides that St
Barbara will cause Defiance Mining Corporation to enter into a suitable deed of
novation.
Listing Rule 7.1 limits the number of equity securities (e.g. shares, options
and convertible notes) which a listed company may issue in any 12 month period
without shareholder approval (subject to certain exceptions, eg. a pro rata
issue to all shareholders). The limit is, generally speaking, no more than 15%
of the total of the number of fully paid ordinary shares on issue at the
beginning of the 12 month period, plus the number of fully paid ordinary shares
issued with the approval of shareholders or under one of the exceptions during
the previous 12 months.
ASX Listing Rule 7.4 provides that an issue made within the 15% limit will be
treated as having been made with the approval of shareholders for the purpose of
Listing Rule 7.1 if subsequently approved by shareholders, thereby "refreshing"
the Company's ability to issue securities within the 15% limit, and restoring
the Company's ability to make placements (if that is thought desirable) without
the need for shareholder approval. While the 21,538,462 fully paid ordinary
shares that may be issued to Ocean Resources Capital Holdings Limited on
conversion of the Convertible Note, are within this 15% limit, the Company is
requesting shareholders to ratify the issue of the Convertible Note for the
purpose of Listing Rule 7.4, so that the Company will have the flexibility to
issue further securities under Listing Rule 7.1 without seeking shareholder
approval, if the need or opportunity arises.
For the purpose of Listing Rule 7.5, the following information is provided:
* Up to 21,538,462 fully paid ordinary shares could be issued at a
strike price of 13 cents per share.
* On conversion of the Convertible Note, the shares will be issued to
Ocean Resource Capital Holdings Limited.
* The shares when issued will be fully paid ordinary shares and rank
equally in all respects with the existing fully paid ordinary shares in the
Company.
* The terms of the Convertible Note other than the relevant issue
price and other terms mentioned in this section are set out in Annexure "B"
hereto
Resolution 7: APPROVAL FOR ISSUE OF SHARES - CONVERTIBLE LOAN
Resolution 7 seeks shareholder approval pursuant to Listing Rule 7.1 for the
issue of up to 43,076,923 fully paid ordinary shares in the Company to Ocean
Resources Capital Holdings Limited pursuant to a Convertible Loan issued to
Ocean Resources Capital Holdings Limited.
The Company issued a Convertible Loan certificate with a total face value of
$5,600,000 to Ocean Resources Capital Holdings Limited on 27 February 2003.
Pursuant to the terms of the Convertible Loan, Ocean Resources Capital Holdings
Limited has the option, subject to shareholder approval, to convert the amount
outstanding under the Convertible Loan into up to 43,076,923 fully paid shares
in the capital of the Company, at a strike price of 13 cents per share, at any
time prior to the termination date of 31 December 2007.
The Convertible Loan is subject to a condition subsequent that upon the Company
calling for payment of the total face value of the Convertible Loan or any part
of it, and upon such call being paid, the Company will promptly seek the
approval of its shareholders to the conversion of the amount of the call into
fully paid ordinary shares in the capital of the Company in accordance with the
ASX Listing Rules. In the event the Company fails to gain such approval within
12 months of first being required to seek the same then Ocean Resources Capital
Holdings Limited may require repayment of the total outstanding under the
Convertible Loan within 60 business days notice.
If the proposed business combination between the Company and Defiance Mining
Corporation proceeds, it is a condition to the Convertible Loan that the ability
to convert into fully paid ordinary shares in the capital of the Company will
cease and be replaced with the option to convert the Convertible Loan into up to
9,739,130 common shares in the capital of Defiance Mining Corporation at a
strike price of A$0.575 per share. The Convertible Loan provides that St
Barbara will cause Defiance Mining Corporation to enter into a suitable deed of
novation.
Listing Rule 7.1 limits the number of equity securities (e.g. shares, options
and convertible notes) which a listed company may issue in any 12 month period
without shareholder approval (subject to certain exceptions, eg. a pro rata
issue to all shareholders). The limit is, generally speaking, no more than 15%
of the total of the number of fully paid ordinary shares on issue at the
beginning of the 12 month period, plus the number of fully paid ordinary shares
issued with the approval of shareholders or under one of the exceptions during
the previous 12 months.
As the maximum number of shares that may be issued under the Convertible Loan
exceeds the 15% threshold referred to above, shareholder approval for the issue
of shares under the Convertible Loan is required for the purposes of Listing
Rule 7.1.
ASX Listing Rule 7.3 requires that the following information be provided to
shareholders for the purpose of obtaining shareholder approval pursuant to ASX
Listing Rule 7.1:
* up to 43,076,923 fully paid ordinary shares could be issued at a
strike price of 13 cents per share.
* On conversion of the Convertible Loan, the shares will be issued to
Ocean Resource Capital Holdings Limited.
* The shares when issued will be fully paid ordinary shares and rank
equally in all respects with the existing fully paid ordinary shares in the
Company.
* Pursuant to the terms of the Convertible Note, the shares may be
issued to Ocean Resource Capital Holdings Limited at any time up to 31 December
2007. For the purposes of Listing Rule 7.1, the shares must be issued within 3
months of the date of the resolution in order to comply with the Listing Rule.
In the event that any shares are to be issued to Ocean Resource Capital Holdings
Limited outside this 3 month period, further shareholder approval will be
sought.
* The terms of the Convertible Loan other than the relevant issue
price and other terms mentioned in this section are set out in Annexure "B"
hereto.
Resolution 8: ADOPTION OF NEW CONSTITUTION
Resolution 8 seeks shareholder approval to adopt a new Constitution for the
Company. The reasons for adopting a new Constitution are to ensure that the
Company has a Constitution which comply with the current provisions of the
Corporations Act and the ASX Listing Rules that apply to public companies. In
addition, the Company seeks to update its Constitution in light of the age of,
and language used in the current articles of association.
A copy of the proposed new Constitution is available for inspection at the
Company's registered office at Level 2, 16 Ord Street, West Perth during normal
business hours and will be sent to any member upon request.
Members are encouraged to inspect a copy of the proposed new Constitution to
obtain an understanding of all of its provisions.
In summary, the proposed new Constitution includes provisions to the following
effect:
(a) Shares
The issue of shares and options by the Company is under the control of the
Directors, subject to the Corporations Act, ASX Listing Rules and any rights
attached to any class of shares.
(b) Reduction of Capital
The proposed new Constitution relating to reduction of capital is consistent
with the Corporations Act and ASX Listing Rules requirements which must be
satisfied by the Company in undertaking an alteration of capital.
(c) Liens
In the event that the Company issues partly paid shares and a call made on those
shares is unpaid, the Company will have a lien over the shares on which the call
is unpaid. The lien may be enforced by a sale of those shares.
(d) Forfeiture of Shares
The Company may forfeit and sell a share of a member by a resolution of
Directors where that member has failed to pay a call or instalment on that
share. The Directors must provide the member with notice of an intention to
forfeit the shares.
(e) Transfer of Shares
The Directors may refuse to register a transfer of shares in circumstances
permitted or required under the Corporations Act, the Listing Rules, the SCH
Business Rules and the terms set out in the proposed constitution. The Company
will not charge any fee for registering a transfer of shares.
(f) Alterations of share capital
Shares may be converted or cancelled with member approval and the Company's
share capital may be reduced in accordance with the requirements of the
Corporations Act and the ASX Listing Rules.
(g) Share Buy Backs
The Company may buy back shares in itself on terms and at such times determined
by the Company and in accordance with the Corporations Act, the Listing Rules
and the SCH Business Rules.
(h) Dividends
The Directors may fix the amount, the time for payment and the method of payment
of a dividend on shares. Subject to any special rights attaching to shares
(such as preference shares), dividends will be paid proportionately. The
Company is not required to pay any interest on dividends.
(i) Variation of class rights
Subject to the Corporations Act and the terms of issue of shares in a particular
class, the Company may vary or cancel the rights attached to shares in that
class or convert shares from one class to another, with the consent in writing
of 75% of the members in the class, or by a special resolution of the members in
that class.
(j) Meetings of members
Directors may call a meeting of members whenever they think fit. Members may
call a meeting as provided by the Corporations Act. The Constitution contains
provisions prescribing the content requirements of notices of meetings of
members and all members are entitled to elect to receive notice of meetings.
Consistent with the Corporations Act, a meeting may be held in two or more
places linked together by audio-visual communication devices. A quorum for a
meeting of members is 2 eligible voters.
The Company will hold annual general meetings in accordance with the
Corporations Act and the ASX Listing Rules.
(k) Voting of members
Resolutions of members will be decided by a show of hands unless a poll is
demanded.
(l) Proxies
A member may appoint a proxy to attend and vote at the meeting on the member's
behalf. The Constitution contains provisions specifying the form and manner of
lodgement of proxy instruments.
(m) Directors
Unless changed by the Company in general meeting, the minimum number of
directors is three and the maximum is ten. The existing directors of the
Company may appoint a new director to fill a casual vacancy or as an addition to
the board. Any such director must retire at the next following annual general
meeting of the Company (at which meeting he or she may be eligible for election
as a director).
The proposed Constitution requires that one third of the elected directors are
to retire at each annual general meeting or, if there are less than three
directors, one Director must retire at each annual general meeting.
(n) Powers of Directors
The business of the Company is to be managed by or under the direction of the
directors.
(o) Remuneration of Directors
The fees payable to non-executive directors must not exceed the aggregate fixed
sum determined by members in general meeting and must not be by way of
commission on, or percentage of, profits or operating revenue.
The remuneration of executive directors will be subject to the provisions of any
contract between each of them and the Company but may not be by way of
commission on, or percentage of, profits of the Company.
(p) Managing Director
The directors may appoint one or more of their number as Managing Director, for
any period and on any terms (including as to remuneration) as the directors
resolve, subject to the terms set out in the Constitution.
(q) Execution of documents
The Constitution provides for execution of documents by the Company with or
without the use of the Company's company seal.
(r) Indemnities and insurance
To the extent permitted by law, the Company indemnifies every person who is or
has been a director or secretary of the Company against a liability incurred by
that person in his or her capacity as a director or secretary. A similar
indemnity is provided in respect of legal proceedings. The Company may also pay
the premiums on these liability insurances.
Annexure "A"
Terms of unlisted options for the purposes of Resolution 1
Exercise
* If, at any time, the Market Price is equal to or exceeds 100%
of the relevant exercise price of a St Barbara option issued to Resource Capital
Fund II for a period of not less than 10 consecutive business days and the St
Barbara shares to be issued upon exercise of those St Barbara options are
capable of immediately being listed for trading on ASX, then upon written
request by St Barbara, Resource Capital Fund II will exercise those St Barbara
options on the basis that the exercise proceeds will be applied by Resource
Capital Fund II (by way of set-off) against repayment of the funding portion in
respect of which the St Barbara options were so issued.
* "Market Price" in relation to a St Barbara Share on any day,
means the weighted average sell price of that St Barbara Share quoted on ASX
during the 20 trading days immediately preceding that day.
Reorganisation of Capital
* In the event of a reorganisation or reconstruction of the
share capital of St Barbara and subject to compliance by St Barbara with the ASX
Listing Rules, the rights of Resource Capital Fund II L.P will be changed to the
extent necessary to ensure the rights of the Resource Capital Fund II are not
prejudiced by the reorganisation or reconstruction in accordance with the ASX
Listing Rules applying to a reorganisation or reconstruction of capital at the
time of the reorganisation or reconstruction.
* St Barbara must given written notice to the Resource Capital
Fund II with 10 business days of any adjustment to the number of St Barbara
Shares which the Resource Capital Fund II would be entitled to subscribe for on
exercise of a St Barbara option, or the exercise price per St Barbara share in
accordance with the ASX Listing Rules.
Participation in new Issues
* Without limiting the clause below, the St Barbara options do
not confer the right to participate in new issues of capital during the exercise
period. St Barbara must give Resource Capital Fund II not less than 20 days'
notice to exercise its St Barbara options prior to the date of determining
shareholder entitlements for any new issues of capital that occur during the
exercise period.
Changes to Exercise price or Number of Shares Issues on Exercise
* The options shall confer the right to a reduction in the
exercise price if there is a pro-rata issue to the holders of St Barbara Shares
(except a bonus issue) in accordance with the formula set out in the ASX Listing
Rules.
* If there is a bonus issue to the holders of St Barbara Shares,
the number of St Barbara Shares to be issued upon exercise of the options shall
be increased by the number of St Barbara Shares which Resource Capital Fund II
would have received if all St Barbara Options had been exercise before the
record date for the bonus issue.
Annexure "B"
Terms of Convertible Notes and Convertible Loan for the purposes of Resolutions
6 and 7
Both the Convertible Note and the Convertible Loan provide that:
* The Principal Amount (being the Total Face Value, respectively, less any
amounts converted or redeemed from time to time) is payable by the holder to the
Company in full on the date of issue of the Convertible Note and Convertible
Loan or such later times and in such tranches as the Company may, on not less
than 7 business days notice by the Company, require.
* The Principal Amount must be used solely for working capital and funding
of the Projects. The Projects are defined to include Taipan Resources NL's
Paulsens gold project and the Company's Paddy's Flat gold project.
* The Convertible Note and the Convertible Loan are unlisted.
* Interest is payable on the amount outstanding at a rate of 12% per
annum. Interest is payable (calculated daily and compounded six monthly) 6
monthly in arrears as follows:
o on 28 February of each year if the consolidated EBITDA of the St Barbara
Group for the 6 months ending on the preceding 31 December exceeds A$0.75
million;
o on 30 August of each year if the consolidated EBITDA of the St Barbara
Group for the 6 months ending on 30 June of that year exceeds A$0.75 million;
and
o shall otherwise accrue and form part of the total outstanding provided
that accrued interest shall be payable to the Note holder if the consolidated
EBITDA of the St Barbara Group for the 6 months ended on each of 30 June and 31
December of any year during the Conversion Period exceeds A$1.5 million.
* The holder is granted an option to convert, in whole or in part (save
that if in part, in multiples of not less than A$100,000) during the Conversion
Period, being the period from the date of issue of the Convertible Note to the
Termination Date, being 31 December 2007, into the Company fully paid ordinary
shares.
* Unless converted on or before the Termination Date (in each case 31
December 2007) the holder is entitled to receive from the Company the total
amount outstanding under the Convertible Note and the Convertible Loan on the
Termination Date.
* the Company has the right to give an early redemption notice the holder
to redeem the Convertible Note and the Convertible Loan (or any part which has
not been converted). The amount by which any early redemption payment reduces
the amount outstanding under the Convertible Note and the Convertible Loan is
dependent upon the then current trading price of St Barbara shares on ASX. If
the trading price is less than or equal to the Strike Price the total
outstanding under the Convertible Note and the Convertible Loan, respectively,
will be reduced by the early redemption payment. If the price of the Company's
shares are greater than the Strike Price then the total outstanding is reduced
according to a formula.
* It is an event of default where, relevantly, without the prior written
consent of the holder:
o the Company:
* reduces its capital (including, without limitation, a purchase of its
shares but excluding a redemption of redeemable shares);
* passes a resolution to reduce its capital or to authorise it to
purchase its shares; or
* applies to a Court to call any such meeting or to sanction any such
resolution or reduction;
o all of the Shares are sold (being the Company's fully paid ordinary
shares);
o the Company is suspended or removed from the Official List of ASX.
* At all times during the Conversion period, the Company must give notice
of certain matters to the holder, including relevantly, notice immediately upon
becoming aware that the power to control more than 50% of the issued Shares will
or is likely to change.
* The holder has the right to transfer the Convertible Note and the
Convertible Loan, upon giving notice to the Company, save that if the holder
intends to transfer all or part of its Convertible Note and Convertible Loan in
accordance, the holder must grant a first right of refusal to the Company to
purchase that Convertible Note and Convertible Loan, respectively, or part
thereof (as the case may be) for a period of 60 days on terms no less favourable
than those offered to the proposed transferee.
* The holder has the right to participate in bonus issues and rights
offers as if the holder had converted the Convertible Note or Convertible Loan
respectively to the Company shares.
* The Convertible Note and Convertible Loan provides that, save for the
Business Combination if:
o the Company ("first company") merges with another company ("third
party"); or
o the first company enters into an arrangement under which its operations
are disposed of to a third party,
the Company must ensure that it is a condition of the merger or arrangement that
the right to convert in relation to the first company is transferred to a right
to convert into ordinary shares in the third party at the strike price which
would put the holder of the Convertible Note in the same position after the
merger or arrangement that it was in before the merger or arrangement relative
to the weighted average trading price of the first company for the 30 days
before the date of the public announcement of the merger or arrangement.
This information is provided by RNS
The company news service from the London Stock Exchange
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