ABN 68 073 914 191
NOTICE OF ANNUAL GENERAL MEETING
AND
EXPLANATORY STATEMENT
If you do no understand it please consult with your professional advisers.
SECTION 1 NOTICE OF MEETING
SECTION 2 EXPLANATORY STATEMENT
SECTION 3 GLOSSARY
PROXY FORM
TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE
This Annual General Meeting of the shareholders of Australian Mines Limited will be held at:
Parmelia Hilton Hotel Perth Commencing
Pinnacles Room at 2pm (WST)
Mill St on Tuesday, 29 November 2005
Perth, Western Australia, 6000
How to Vote
You may vote by attending the meeting in person, by proxy or authorised representative.
Voting in Person
To vote in person you need to attend the meeting on the date and at the place set out above. The meeting will commence at 2pm (WST).
Voting by Proxy
To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual
General Meeting as soon as possible and either:
- return the proxy form to the Company’s office at Level 1, 681 Murray Street, West Perth, Western Australia,
- Post the proxy addressed Australian Mines Limited, P O Box 883, West Perth, WA 6872, or
- send the proxy by facsimile to facsimile number (08) 9481 5611, so that it is received not later than 2pm (WST) on 27 November 2005.
Your proxy form is enclosed.
ABN 68 073 914 191
NOTICE OF ANNUAL GENERAL MEETING
GENERAL BUSINESS
Accounts and Reports
To receive and consider the Financial Reports of the Company and the consolidated entity for the financial year ended 30 June 2005 and the reports of the Directors and Auditors thereon.
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass with or without amendment, the following in accordance with section 250R(2) of the Corporations Act:
"That the Remuneration Report in the 2005 Annual Report of the Company be adopted."
Short Explanation: The Remuneration Report is in the Directors Report section of the Company's Annual Report. Listed companies are required to put the Remuneration Report to the vote for adoption at the Company's Annual General Meeting. The resolution will be determined as an ordinary resolution but is advisory only and does not bind the Directors or the Company.
2. Resolution 2 - Re - election of Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, Mr Neil Warburton, who retires by rotation in accordance with clause 7.3 of the Constitution of the Company, and being eligible offers himself for election, is hereby reelected a Director of the Company."
Short Explanation: Mr Neil Warburton has been a Director of the Company since 22 April 2003. Mr Warburton is presented for re-election in accordance with the rotation requirements of the Company's Constitution.
3. Resolution 3 - Election of Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, Mr Mick Elias, who was appointed a director of the Company by the Board on 1 July 2005 in accordance with clause 7.2 of the Company’s constitution to hold office until the following Annual General Meeting, and being eligible offers himself for election, is hereby elected a Director of the Company."
Short Explanation: Mr Mick Elias has been a Director of the Company since 1 July 2005 and was elected to fill a casual vacancy. Mr Elias is presented for re-election in accordance with the election requirements of 7.2(g) of the Company's Constitution.
4. Resolution 3 - Election of Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, Mr Brett Young, who was appointed a director of the Company by the Board on 17 October 2005 in accordance with clause 7.2 of the Company’s constitution to hold office until the following Annual General Meeting, and being eligible offers himself for election, is hereby elected a Director of the Company."
Short Explanation: Mr Brett Young has been a Director of the Company since 17 October 2005 and was elected to fill a casual vacancy. Mr Young is presented for re-election in accordance with the election requirements of 7.2(g) of the Company's Constitution.
SPECIAL BUSINESS
5. Resolution 4 - Ratification of Previous Share Issue
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, the Company approves and ratifies the allotment and issue of 2,280,000 fully paid ordinary shares in the capital of the Company on or about 13 September 2005 to investors within the meaning of section 708 of the Corporations Act 2001."
Short Explanation: ASX Listing Rule 7.1 allows the Company to issue up to 15% of its ordinary share capital in any 12 month rolling period without shareholder approval. By obtaining ratification of shareholders under ASX Listing Rule 7.4 to the issue of shares on or about 13 September 2005, the Company will obtain relevant approval for the purposes of ASX Listing Rule 7.1 and thereby refresh the Company's capacity to make future issues of securities up to the 15% threshold.
| The Company will disregard any votes cast on this Resolution by an allottee of the issue the subject of the Resolution (an "allottee") and any of its associates of such an allottee. However, the Company will not disregard a vote cast on this Resolution: a) if it is cast by an allottee as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides. |
VOTING AND PROXIES
1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or 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. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 2pm (WST) on 27 November 2005.
4. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.
By order of the Board
Mr Brett Young
Executive Director/Company Secretary
Dated: 28th October 2005
ABN 68 073 914 191
SECTION 2
EXPLANATORY STATEMENT
This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of Resolutions 1- 4 contained in the Notice.
In relation to Resolutions 2 and 3 information relating to experience and qualifications of the Directors offering themselves for election is contained in the Company's Annual Report.
The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
The Remuneration Report is in the Directors Report section of the Company's Annual Report
By way of summary, the Remuneration Report:
(a) explains the Company's remuneration policy and the process for determining the remuneration of its directors and executive officers;
(b) addresses the relationship between the Company's remuneration policy and the Company's performance; and
(c) sets out remuneration details for each Director and each of the Company's executives and group executives named in the Remuneration Report for the financial year ended 30 June 2005.
The Directors recommend that Shareholders vote in favour of Resolution 1. Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only and will not bind the Board or the Company. However the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
The Chairman will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.
2. RESOLUTION 4 – RATIFICATION OF SHARE ISSUE
ASX Listing Rule 7.1 restricts the issue of new securities by a listed company. Without the approval of shareholders, a listed company cannot increase its securities on issue by more than 15% in any 12 month period unless the increase falls within certain exceptions.
One exception is an issue of securities which has the approval of shareholders in general meeting. ASX Listing Rule 7.4 provides that an issue made within the 15% limit will be treated as having been made with prior shareholder approval for the purpose of ASX Listing Rule 7.1 if it is subsequently approved by shareholders in general meeting.
The Company wishes to seek approval for the purposes of ASX Listing Rule 7.4 by ratification in order to renew the Company's capacity to issue up to 15% of the securities of the Company on issue in a 12 month period. The Company is requesting Shareholders to ratify the allotment and issue of 2,280,000 Shares on or about 13 September 2005 to investors within the meaning of section 708 of the Corporations Act.
For the purposes of ASX Listing Rule 7.5, the following information is provided to Shareholders:
1. The number of Shares allotted was 2,280,000;
2. The Shares were issued at a price of 1 cent per share;
3. The Shares rank equally with the Company's existing issued Shares;
4. The Shares were issued to Mr J A Lee and Mr B M Lee who were shareholders who did not participate in the entitlements issue prospectus due to an omission by the Company. The allottees are neither a related parties nor associates of the Company; and
5. The funds raised from the issue of the Shares were used for development of the Company's Blair nickel mine project and to provide general working capital.
ABN 68 073 914 191
GLOSSARY
In this Explanatory Statement the following expressions have the following meanings:
"ASX" means the Australia Stock Exchange Limited.
"ASX Listing Rules" or "Listing Rules" means the Listing Rules of the ASX.
"Board" means the board of directors of the Company.
"Company" or "Australian Mines" means Australian Mines Limited ABN 68 073 914 191.
"Constitution" means the Constitution of the Company.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Directors" means the directors of the Company from time to time.
"Meeting" means the meeting convened by this Notice.
"Resolution" means a resolution contained in this Notice.
"Share" means a fully paid ordinary share in the capital of the Company and "Shares" has a corresponding meaning.
"Shareholder" means a holder of Shares.
"WST" means Western Standard Time, Perth, Western Australia.
or failing the person named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting of Shareholders to be held at Parmelia Hilton Hotel Perth, Pinnacles Room, Mill St, Perth, Western Australia 6000 on 29 November 2005 at 2pm (WST) and at any adjournment thereof. If no directions are given on how to vote, the Chairman will vote in favour of all the Resolutions.
Voting on Business of the General Meeting
FOR AGAINST ABSTAIN Resolution 2 Re-election of Mr Neil Warburton Resolution 3 Election of Mr Mick Elias Resolution 4 Ratification of Previous Share Issue
Resolution 1 Adoption of Remuneration Report
If you do not wish to direct your proxy how to vote, please place a mark in this box
By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the Resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all the Resolutions if no directions are given.
If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is ___________%
Please return this Proxy Form to the Company Secretary, Australian Mines Limited Lever 1, 681 Murray Street, West Perth, Western Australia, post to Company at PO Box 883, West Perth, WA 6872 or fax to (08)9481 5611 by 2pm (WST) on 27 November 2005.
Signed this______________day of______________2005
By:
Individuals and joint holders Companies (affix common seal if appropriate)
1. A member of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
3. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
- 2 directors of the company;
- a director and a company secretary of the company; or
- for a proprietary company that has a sole director who is also the sole company secretary – that director.
For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.
4. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
5. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
Australian Mines has achieved its best quarterly production result since the June 2005 quarter at the 100%-owned Blair Mine, located 32 kms from Kalgoorlie in W.A.
Australian Mines continues to intersect significant mineralisation in its 2008 resource drilling at Blair Deeps at the Blair Mine, located 32km from Kalgoorlie WA.
Australian Mines (ASX:AUZ) has recommenced 2008 resource definition drilling at Blair Deeps with drilling initially targeting the high grade E03C shoot below current workings at the Blair Nickel Mine located 32kms from Kalgoorlie.
Australian Mines is forecasting a continuation of improving production at its 100%-owned and operated Blair Nickel Mine following good progress with the development of the Blair Deeps orebody.
Australian Mines (ASX:AUZ) is pleased to announce a 25% increase in resources at its 100% owned Marriott's nickel project, following the completion of Phase 1 infill diamond drilling
Australian Mines Limited (ASX: AUZ) is pleased to announce another impressive high grade intercept from resource definition diamond drilling at the Marriott's nickel project, which is 65 km from Leinster in W.A.