NOTICE OF MEETING
NOTICE is hereby given that a General Meeting of Shareholders of Monto Minerals NL will be held at 11.00am on 28 August, 2001 at the offices of Monto Minerals NL, Level 1, 109 Upton Street, Bundall, Queensland.
Business
1. Issue of Shares to Monadelphous Group Ltd
That in accordance with the provisions of Listing Rule 7.1 of the Official Listing rules of the Australian Stock Exchange Ltd, and for all other purposes, the issue of up to 18,450,000 ordinary shares in the capital of the Company at a notional issue price of 8 cents per share, to Monadelphous Group Ltd in exchange for feasibility work to be undertaken on the Goondicum Project be approved. Shares issued will rank pari passu with existing ordinary shares.
It is proposed that the issue of shares to Monadelphous Group Ltd will take place progressively, as outlined in the Explanatory Memorandum, and be completed by 16 April, 2002. The ASX has granted a waiver in terms of Listing Rule 7.3 to allow the General Meeting to give approval for the issue of shares later than three months after the date of the meeting. The waiver was sought to enable the directors to complete the terms of the agreement with Monadelphous without seeking further general meeting approvals for the issue of shares.
The Company will disregard any votes cast on this resolutions by:
- Monadelphous Group Ltd; or
- an associate of Monadelphous Group Ltd.
However the Company need not disregard a vote if:
- it 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
- 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. Ratification of Previous Issues
To consider and if thought fit, pass, as ordinary resolutions, separate resolutions in accordance with Australian Stock Exchange Listing Rule 7.4 to ratify each issue of shares and options by the Company since the Annual General Meeting in November 2000, as detailed in the following table.
|
Date of Issue
|
Issued to
|
Number of Securities Issued |
Terms of the Securities
|
Price at which Securities Issued |
Gross Amount Raised by Issue
|
Use of Funds Raised (after payment of costs of fundraising and issue) |
|
9/2/2001
|
Dr Jeswant Singh Jassal
|
1,250,000
|
fully paid ordinary shares
|
$0.08
|
$100,000.00
|
Supplemented the Company's working capital
|
|
9/2/2001
|
Dr Jeswant Singh Jassal
|
625,000
|
Options exercisable at 10 cents by 10/2/2002
|
Nil
|
Nil
|
N/A
|
|
10/5/2001
|
CBG Compagnie
|
1,000,000
|
fully paid ordinary shares
|
$0.0665
|
$66,500.00
|
Supplemented the Company's working capital
|
| 17/7/2001 |
Bruce Richard Lynton
Trevor Olsen Superannuation Fund
Kenneth R Deayton
Judith Ann Hughes
Elise Nominees Pty Ltd
|
2,800,000 |
fully paid ordinary shares
|
$0.05 |
$140,000 |
Supplemented the Company's working capital
|
| 20/7/2001 |
Goody Investments Pty Ltd
|
2,250,000
|
fully paid ordinary shares |
$0.07 |
Nil |
Issued in part settlement of litigation |
The Company will disregard any votes cast on any of these resolutions by:
- a person who participated in the issue of securities that is the subject of the resolution; or
- an associate of that person (or those persons).
However the Company need not disregard a vote if:
- it 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
- 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.
If all of the issues of shares and options described in the table are ratified by shareholders in accordance with the proposed resolutions, those issues will be treated as having been made with approval of shareholders for the purpose of Australian Stock Exchange Listing Rule 7.1.
The result of this approval would be that the directors will be entitled to exercise, in appropriate circumstances, the power to issue further new shares or options, numbering in aggregate up to 15% of the number of shares currently on issue, without offering them pro rata to existing shareholders or obtaining prior approval of existing shareholders.
OTHER BUSINESS
To deal with any other business which may be legally brought before the meeting in accordance with the Company's Constitution and the Corporations Law.
By order of the Board
G M EDWARDS
Secretary
25 July 2001
Proxies:
A member entitled to attend and vote may appoint not more than two proxies to attend and vote instead of a member. Where two proxies are appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. A proxy need not be a member. To be valid, proxies must be lodged at the registered office of the Company not less than 48 hours before the time appointed for the meeting. A proxy form is attached.
Voting Entitlement:
In accordance with Section 1109N of the Corporations Law and for the purposes of the meeting, shares will be taken to be held by the persons who are registered holders at 10:00pm on Sunday, 26 August 2001 Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.