TIDMEUZ
RNS Number : 9003I
Europa Metals Ltd
07 December 2022
7 December 2022
Europa Metals Ltd
("Europa Metals", the "Company" or the "Group") (AIM, AltX:
EUZ)
Notice of General Meeting
Europa Metals, the European focused lead-zinc and silver
developer, further to the Company's announcement of 23 November
2022, announces that it will hold a General Meeting ("GM") of its
Shareholders at 11.00 a.m. (UK time) on Friday, 30 December 2022.
The formal Notice of GM ("Notice") containing details of the
proposed grant of a two stage option in respect of the disposal of
a majority interest in the Toral Project to Denarius Metals Corp.
and associated documentation relating to the GM have now been
submitted to ASIC and are being posted to shareholders as
applicable.
The Notice and the accompanying Explanatory Statement are set
out in full at the end of this announcement and should be read by
Shareholders in their entirety. In addition, the Notice can be
viewed and downloaded from the Company's website via the following
link:
http://www.europametals.com/site/aim-rule-261/shareholder-communication
Defined terms used in this announcement have the same meanings
as those ascribed to them in the Notice and/or Explanatory
Statement unless the context requires otherwise.
For further information on the Company, please visit
www.europametals.com or contact:
Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary
(Australia)
T: +61 417 978 955
Myles Campion, Executive Chairman and acting CEO (UK)
T: +44 (0)20 3289 9923
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
WH Ireland Limited (Broker)
Harry Ansell/Dan Bristowe/Katy Mitchell/Sarah Mather
T: +44 (0)20 7 220 1666
Questco Corporate Advisory Proprietary Limited (JSE Sponsor)
Sharon Owens
T: +27 (11) 011 9212
EUROPA METALS LTD
ACN 097 532 137
NOTICE OF GENERAL MEETING
AND
EXPLANATORY STATEMENT
TO SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a General Meeting of the members of
Europa Metals Ltd (Europa Metals or the Company) will be held on
the date and at the location and time specified below:
DATE: Friday, 30 December 2022
LOCATION: Aldgate Tower, 2 Leman Street, London E1 8QN
TIME: 11.00 a.m. UK time / 1.00 p.m. SA time
BUSINESS: The business of the General Meeting is to consider and
pass the Resolutions set out in the enclosed agenda.
Shareholders can access a copy of the Notice at the following
link:
http://www.europametals.com/site/aim-rule-261/shareholder-communication1
Should you wish to discuss any of the matters in the Notice of
Meeting please do not hesitate to contact the Company Secretary, Mr
Dan Smith on +61 (8) 9486 4036 or by email at
Dsmith@europametals.com. Alternatively, you should consult your
licensed financial adviser, stockbroker or other professional
adviser.
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
A General Meeting of the Shareholders of Europa Metals Ltd will
be held at the offices of The Ince Group PLC at Aldgate Tower, 2
Leman Street, London E1 8QN on Friday, 30 December 2022 at 11.00
a.m. (UK time) (the Meeting).
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding
and your vote is important.
Asking Quistiones at the Meeting
Shareholders may submit questions in advance of the Meeting to
the Company. You may send questions in writing to the share
registry at the address set out on the proxy form or email your
questions to the Company Secretary at: dsmith@europametals.com.
Please ensure that your questions are received no later than
5.00 p.m. (UK time) on Wednesday 28 December 2022 .
Shareholders will also have the opportunity to submit questions
during the Meeting in respect of the formal items of business. In
order to ask a question during the Meeting, please follow the
instructions from the Chair.
The Chair will attempt to respond to any questions raised during
the Meeting. Shareholders are limited to a maximum of two questions
each (including any submitted in advance of the Meeting). The Chair
will request prior to a Shareholder asking a question that they
identify themselves (including any entity name in respect of their
shareholding and the number of Shares they hold).
HOLDERS OF DEPOSITORY INTERESTS
Under the Company's constitution, holders of depository
interests (DI holders) have no rights to attend or vote at the
Meeting and will not personally be sent a copy of the Notice of
Meeting. Rather their rights are governed by the trust deed under
which depository interests are issued. DI Holders may instruct
Computershare Investor Services plc (which holds Shares on behalf
of DI Holders) by either returning a completed Form of Instruction
to Computershare or submitting a CREST Voting Instruction.
South Africa (Proxy Forms)
The enclosed Proxy Form provides further details on voting
entitlement, appointing proxies and lodging of proxy forms. If a
Shareholder appoints a body corporate as its proxy and the body
corporate wishes to appoint an individual as its representative,
the body corporate should provide that person with a certificate or
letter executed in accordance with the Corporations Act authorising
him or her to act as that company's representative. The authority
may be sent to the Company or its share registry in advance of the
Meeting.
To vote by proxy, please complete and sign the Proxy Form
enclosed and deliver the Proxy Form to:
Computershare Investor Services (Proprietary) Ltd, Rosebank
Towers, 15 Biermann Avenue, Rosebank, 2196 South Africa (Private
Bag X9000, Saxonwold, 2132 South Africa) to reach them by no later
than 1.00 p.m. (SA time) on 28 December 2022 .
All beneficial owners whose shares have been dematerialised
through a CSDP or broker other than with "own-name" registration,
must provide the CSDP or broker with their voting instructions in
terms of their custody agreement should they wish to vote at the
General Meeting. Alternatively, they may request the CSDP or broker
to provide them with a letter of representation, in terms of their
custody agreements, should they wish to attend the General Meeting.
Such Shareholders must not complete the enclosed form of proxy.
United Kingdom (CREST Voting Instructions)
Holders of Depositary Interests in CREST may transmit voting
instructions by utilising the CREST voting service in accordance
with the procedures described in the CREST Manual. CREST personal
members or other CREST sponsored members, and those CREST members
who have appointed a voting service provider, should refer to their
CREST sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (a CREST Voting
Instruction) must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent
(identification number: 3RA50) by no later than 11.00 a.m. (UK
time) on 22 December 2022 . For this purpose, the time of receipt
will be taken to be the time (as determined by the timestamp
applied to the CREST Voting Instruction by the CREST applications
host) from which the Company's agent is able to retrieve the CREST
Voting Instruction by enquiry to CREST in the manner prescribed by
CREST. Holders of Depositary Interests in CREST and, where
applicable, their CREST sponsors or voting service providers should
note that Euroclear does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time. In this regard, DI Holders
and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system
and timings.
United Kingdom (Form of Instruction)
Alternatively, DI Holders can vote by completing, signing and
returning the enclosed Form of Instruction to the Company's agent
(identification number: 3RA50) no later than 11.00 a.m. (UK time)
on 22 December 2022 .
Entitlement to vote and the number of votes which may be cast
there at will be determined by reference to the Depositary Interest
register at close of business on 21 December 2022. Changes to
entries on the Depositary Interest register after that time shall
be disregarded.
VOTING IN PERSON
A Shareholder that is an individual may attend and vote in
person at the Meeting. If you wish to attend the Meeting, please
bring the enclosed Proxy Form to the Meeting to assist in
registering your attendance and the number of votes. Kindly arrive
20 minutes prior to the start of the Meeting to facilitate this
registration process.
For their votes to be counted, DI Holders must submit their
CREST Voting Instruction (as defined above) to the Company's agent
by the required cut-off time set out above. Alternatively, DI
Holders can vote using the Form of Instruction.
VOTING BY CORPORATE REPRESENTATIVE
A Shareholder that is a corporation may appoint an individual to
act as its representative and to vote at the Meeting in accordance
with section 250D of the Corporations Act. The representative
should bring to the Meeting evidence of his or her appointment,
including any authority under which the appointment is signed. The
appropriate "Appointment of Corporate Representative" form should
be completed and produced prior to admission to the Meeting. This
form may be obtained from the Company's share registry.
VOTING BY PROXY
Shareholders are strongly urged to appoint the Chairman of the
Meeting as their proxy. Shareholders can complete the proxy form to
provide specific instructions on how a Shareholder's vote is to be
cast on each item of business, and the Chairman of the Meeting must
follow your instructions.
Australia (Proxy Forms)
To vote by proxy, please complete and sign the enclosed Proxy
Form and return it by the time and in accordance with the
instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act,
Shareholders are advised that:
-- A Shareholder (either an individual or a body corporate) who
is entitled to attend and vote at the Meeting is entitled to
appoint a proxy which may be a body corporate or an individual.
-- A proxy need not be a Shareholder.
-- A Shareholder who is entitled to cast two or more votes may
appoint two proxies and may specify the proportion or number of
votes each proxy is appointed to exercise, but where the proportion
or number is not specified, each proxy may exercise half of the
total votes. If you wish to appoint a second proxy, an additional
proxy form may be obtained by telephoning the Company's share
registry or you may copy the enclosed Proxy Form. To appoint a
second proxy, you must follow the instructions on the Proxy
Form.
Sections 250BB and 250BC of the Corporations Act apply to voting
by proxy and Shareholders and their proxies should be aware of
these provisions which generally provide that:
(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically
default to the Chairman, who must vote the proxies as directed.
If the proxy has two or more appointments that specify different
ways to vote on a resolution, the proxy must not vote on that
resolution on a show of hands.
The enclosed Proxy Form provides further details on voting
entitlement, appointing proxies and lodging of proxy forms. To vote
by proxy, please complete, sign and return the enclosed Proxy Form.
In order for it to be valid, your Proxy Form (and any power of
attorney under which it is signed) must be received at one of the
addresses given below at least 48 hours before the Meeting, being
by 11.00 a.m. (UK time) on 28 December 2022. Any Proxy Form
received after that time will not be valid for the Meeting.
Online at www.investorvote.com.au
By mail Share Registry - Computershare Investor Services Pty
Limited, GPO Box 242, Melbourne, Victoria 3001, Australia
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your Proxy Form and follow the prompts.
Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.
CUSTODIAN VOTING
For Intermediary Online subscribers only (custodians), please
visit www.intermediaryonline.com to submit your voting
intentions.
VOTING VIA A POLL
All resolutions under the Notice will be determined by way of a
poll.
Europa Metals Ltd
ACN 097 532 137
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of the
Shareholders of Europa Metals Ltd will be held at 11.00 a.m. (UK
time) on 30 December 2022 at the offices of The Ince Group PLC at
Aldgate Tower, 2 Leman Street, London E1 8QN.
The Explanatory Statement accompanying the Notice of Meeting
provides additional information on the matter to be considered at
the General Meeting and a glossary of defined terms not defined in
full in the Notice. The Explanatory Statement and the enclosed
Proxy Form, or Form of Instruction if you are a DI Holder, form
part of the Notice of Meeting. Terms and abbreviations used in the
Notice of Meeting and Explanatory Statement are defined in the
glossary.
The Directors have determined, pursuant to Regulations 7.11.37
and 7.11.38 of the Corporations Regulations, that the persons
eligible to vote at the General Meeting are those who are
registered Shareholders of the Company at 5.00 p.m. (UK time) on 28
December 2022. Accordingly, transactions registered after that time
will be disregarded in determining entitlements to attend and vote
at the General Meeting.
AGA
RESOLUTION
1. Proposed Grant of a two stage Option for the Disposal of a
majority interest in the Toral Project to Denarius Metals Corp.
To consider , and if thought fit, to pass with or without
amendment the following as an Ordinary Resolution:
"That, for the purposes of Rule 15 of the AIM Rules for
Companies issued by the London Stock Exchange plc and for all other
purposes, the grant and potential future exercise of the Option by
the Company to Denarius Metals Corp., as announced on 23 November
2022 , for it to acquire up to an 80% interest in the Toral Project
be approved in accordance with the terms and conditions of the
option agreement and otherwise of the terms and conditions set out
in the Explanatory Statement."
BY ORDER OF THE BOARD
Daniel Smith
Director/Company Secretary
DATED 7 December 2022
Europa Metals Ltd
ACN 097 532 137
EXPLANATORY STATEMENT TO SHAREHOLDERS
INTRODUCTION
This Explanatory Statement has been prepared for the information
of Shareholders in connection with the Resolution to be considered
at the General Meeting of the Shareholders of Europa Metals Ltd to
be held at 11.00 a.m. (UK time) / 7.00 p.m. (AWST) on Friday, 30
December 2022 at the offices of The Ince Group PLC at Aldgate
Tower, 2 Leman Street, London E1 8QN.
This Explanatory Statement should be read in conjunction with
the accompanying Notice of Meeting.
The purpose of this Explanatory Statement is to provide
information that the Directors believe to be material to
Shareholders in deciding whether or not to pass the Resolution set
out in the Notice.
1. RESOLUTION 1: APPROVAL OF THE PROPOSED TRANSACTION WITH
DENARIUS
1.1 Background
On 23 November 2022, the Company announced that it had entered
into a de nitive option agreement (the Option Agreement) with
Denarius Metals Corp. (TSXV: DSLV; OTCQB: DNRSF) (Denarius).
Pursuant to the Option Agreement, conditional on, inter alia,
the approval of Europa Metals' shareholders, Denarius will have the
right to acquire in two stages up to an 80 per cent. ownership
interest in the Company's wholly owned Spanish subsidiary, Europa
Metals Iberia S.L. (EMI), which holds the Toral Pb, Zn & Ag
project (Toral or the Toral Project), located in the Province of
Castilla y León, north-west Spain (Proposed Transaction).
1.2 Material terms of the Option Agreement and associated
agreements
The Proposed Transaction involves the formation of a joint
venture, via EMI, between Denarius and Europa Metals for the
development of Toral, which covers both the project's existing and
any expanded investigation permit area and potentially the adjacent
historic Antonina Mine area, the former licence for which is
currently terminated by the Junta de Castilla y León (the Junta).
In return for funding certain expenditure on the project and
consideration of up to, in aggregate, US$6,000,000, Denarius will
be a orded the exclusive right to acquire up to an 80 per cent.
interest in the Toral Project by way of a two-stage option
arrangement.
Option Agreement
Pursuant to the Option Agreement, Denarius has accordingly been
granted an initial option for a period of three years from the date
of the Option Agreement (the First Option Period) to subscribe for
51 per cent. of EMI's share capital and a second option for a
period of one year from the closing of the First Option (the Second
Option Period) to potentially acquire an additional 29 per cent. of
EMI's share capital (the Second Option) from Europa Metals.
First Option
The initial option granted to Denarius pursuant to the Option
Agreement (the First Option) may be exercised by Denarius
conditional on, inter alia:
(i) it assuming operatorship and making expenditures on the Toral Project of US$4,000,000; and
(ii) the completion of a preliminary economic assessment (the 43-101 PEA) on the Toral Project.
In each case, prior to the expiry of the First Option Period,
failing which the First Option will lapse.
Denarius will advance the US$4,000,000 by way of a loan (the
Loan) to EMI (the First Option Expenditure) and on satisfaction of
all of the conditions of the First Option, Denarius shall be
entitled to capitalise the Loan up to the amount of the First
Option Expenditure for the issue to it of 51 per cent. of the
shares in EMI. In the event that the First Option is not exercised,
Denarius shall be required to assign the loan to Europa Metals for
US$1.
Denarius will have the ability to extend the term of the First
Option Period for a further 90 days if the 43-101 PEA is signi
cantly advanced and Denarius continues to make commercially
reasonable efforts to meet the conditions to exercise the First
Option.
The First Option Expenditure shall be made in accordance with an
agreed high level budget for the Toral Project which requires:
(i) a minimum of US$1,000,000 of the total of the First Option
Expenditure to be spent prior to the rst anniversary of the date of
the Option Agreement, including in respect of a mining licence
application in respect of the Toral Project to be submitted to the
Junta by 31 July 2023;
(ii) a minimum of US$2,000,000 of the total of the First Option
Expenditure to be spent prior to the second anniversary of the date
of the Option Agreement; and
(iii) the full amount of the First Option Expenditure to be
spent prior to the third anniversary of the date of the Option
Agreement (extendable by 90 days in certain circumstances).
Denarius shall advance US$100,000 on the business day following
the required shareholder approval being obtained and a further sum
of, in aggregate, US$550,000 in periodic payments at the discretion
of Denarius.
Accordingly, the consideration to be received by the Company in
respect of the First Option will all be utilised on expenditure to
advance the Toral Project.
Second Option
The Second Option may be exercised by Denarius conditional
on:
(i) the exercise of the First Option;
(ii) completion of a NI 43-101 compliant pre-feasibility study
on the Toral Project at the cost of Denarius; and
(iii) payment of US$2,000,000 to Europa Metals in satisfaction
of the exercise price for the Second Option (the Second Option
Exercise Price).
In each case prior to the expiry of the Second Option Period.
The US$2,000,000 consideration receivable in respect of the Second
Option, will be utilised to pursue the Company's stated growth
strategy and provide additional working capital for the group.
In the event that only the First Option is exercised by
Denarius, Denarius has undertaken to transfer to Europa Metals,
upon request by Europa Metals, such number of shares in EMI
representing two per cent. of the issued share capital such that
the Company would own 51 per cent. of the issued share capital of
EMI thereafter.
The Option Agreement contains representations, warranties and
indemnities given by the Company and EMI to Denarius, in relation
to title and capacity to the shares in EMI, legal title to the
Toral Project and environmental, of the type commonly found in such
agreements. Such representations, warranties and indemnities are
repeated on exercise of the First Option and the Second Option. The
Company's maximum aggregate liability under such warranties and
indemnities is limited to an amount equal to the aggregate of the
First Option Expenditure and the Second Option Exercise Price (to
the extent such amounts are expended).
In addition, the Option Agreement can be terminated by a party
if the other party is in material breach of the terms of the Option
Agreement. Denarius may terminate the Option Agreement at any time
by providing the Company and EMI with at least sixty days' prior
notice in writing.
The Option Agreement is governed by the laws of the Province of
Ontario and the federal Laws of Canada.
Joint Venture Agreement and Shareholders' Agreement
On exercise of the First Option, the parties shall also enter
into a joint venture agreement (the JV Agreement) and a
shareholders' agreement (the Shareholders' Agreement). The JV
Agreement sets out the terms of the appointment of the management
committee to be established (the Management Committee) to determine
the overall policies, objectives, procedures and actions in respect
of the joint venture as regards its business including the Toral
Project. The Management Committee shall initially consist of three
representatives appointed by Denarius and one representative
appointed by the Company. The board of directors of EMI shall
reflect the decisions of the Management Committee in all
respects.
A shareholder holding less than 50 per cent. of the issued share
capital of EMI (a Minority Shareholder) shall have the right to
appoint a representative to the Management Committee for such time
as its shareholding in EMI does not fall below 10 per cent. Any
shareholder holding more than 50 per cent. of the issued share
capital of EMI (a Majority Shareholder) shall be entitled to
appoint three representatives to the Management Committee and shall
have the right to be appointed as operator.
The quorum for any meeting of the Management Committee shall
consist of at least three representatives, one of whom must be a
representative appointed by the Company (subject to it holding at
least 10 per cent. of the issued share capital in EMI). Certain
decisions of the Management Committee require the prior written
consent of the Company and Denarius including, but not limited
to:
(a) creating, or permitting, any encumbrances over any assets comprising the Toral Project;
(b) abandoning, selling or otherwise disposing of substantially
all of the assets comprising the Toral Project or any material
portion of it; or
(c) relinquishing or altering the terms of the Toral permit(s)
(other than in connection with a renewal of the Toral
permit(s)).
The JV Agreement is governed by the laws of the Province of
Ontario and the federal Laws of Canada.
The Shareholders' Agreement to be entered into between the
Company, EMI and Denarius sets out certain obligations and
requirements as to the management of EMI. The board of directors of
EMI (the EMI Board) shall consist of four directors. A Majority
Shareholder shall have the right to appoint three directors and a
Minority Shareholder shall have the right to appoint one director.
The quorum for meetings of the EMI Board must include one director
appointed by the Minority Shareholder. EMI shall not issue any
shares without the prior written consent of the Company and
Denarius.
The Shareholders' Agreement is governed by Spanish law.
1.3 AIM Rules for Companies
In accordance with AIM Rule 15, the Proposed Transaction is
deemed to constitute a fundamental change of business for the
Company and therefore requires the approval of shareholders at a
duly convened general meeting.
If Resolution 1 is duly approved by the Company's Shareholders,
the Proposed Transaction will become unconditional and the first
and second options will be exercisable subject to Denarius
satisfying the requisite exercise conditions. The funding pursuant
to the terms of the arrangements with Denarius will serve to
substantially reduce the Company's operating costs in relation to
its ongoing activities at Toral.
If Resolution 1 is not approved by the Company's Shareholders,
the Proposed Transaction will not proceed and the Company will
therefore continue to fund its operations at Toral in its own
right.
1.4 Directors' recommendation
The Directors unanimously recommend that Shareholders vote in
favour of Resolution 1. The Directors' recommendation is based on
the benefits to the Company and reasoning outlined in sections 1.1
to 1.3 above.
GLOSSARY
In the Notice of Meeting and this Explanatory Statement:
A$ means Australian dollars.
AIM means the market of that name operated
by the London Stock Exchange plc.
AIM Rules for Companies means the AIM Rules for Companies
published by London Stock Exchange
plc (as amended from time to time).
Board means the current board of directors
of the Company.
Chairman or Chair means the person appointed to chair
the General Meeting convened by this
Notice of Meeting.
Company or Europa Metals means Europa Metals Ltd ACN 097 532
137.
Corporations Act means the Corporations Act 2001 (Cth).
Corporations Regulations means the Corporations Regulations
2001 (Cth).
DI Holders means holders of depositary interests
in the Company.
Directors means the directors of the Company,
being, at the date of this Notice
of Meeting, Myles Campion, Evan Kirby
and Daniel Smith.
Explanatory Statement means the explanatory statement accompanying
the Notice of Meeting.
Form of Instruction means, for DI Holders, the form of
instruction enclosed with this Notice
of Meeting.
General Meeting or Meeting means the General Meeting of Shareholders
convened under this Notice.
Group means the Company and a related body
corporate of the Company as defined
in section 50 of the Corporations
Act and any company in respect of
which the Company has voting power
of not less than 20%.
Notice of Meeting or Notice means this notice of General Meeting
including the Explanatory Statement.
Ordinary Resolution means a Resolution to be passed by
a simple majority of Shareholders
(entitled to vote) that vote on the
Resolution (in person, by proxy, by
attorney or, in the case of a corporate
Shareholder, by a corporate representative).
Proxy Form means, for Shareholders, the proxy
form enclosed with this Notice of
Meeting.
Resolution means the resolution set out in this
Notice of Meeting.
Share means an ordinary share in the Company.
Shareholder means a holder of Shares in the Company.
US$ means US dollars.
All references in this Notice to "GBP", "pence" or "p" are to
the lawful currency of the United Kingdom.
All references in this Notice to "A$", "$", "c" or "cents" are
to the lawful currency of Australia.
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END
NOGBKOBNCBDKNBK
(END) Dow Jones Newswires
December 07, 2022 05:00 ET (10:00 GMT)
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