NOTICE OF ANNUAL GENERAL MEETING/PROXY FORM
Released
Released
Announcement PDF
25 October 2024
ASX/MEDIA RELEASE
AERIS RESOURCES LIMITED (ASX:AIS)
Letter to Shareholders, Notice of Annual General Meeting and
Proxy Form
Aeris Resources Limited (ASX: AIS) (Company or Aeris) advises that an Annual
General Meeting (Meeting) of shareholders of Aeris to be held at 10.00am (AEST) on
27 November 2024 at HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street
Brisbane QLD 4000.
A copy of a letter mailed to shareholders who have elected to receive documents in
hard copy, along with a copy of the Notice of Meeting and Proxy Form, is attached below.
As permitted by the Corporations Act 2001 (Cth) and the Company’s Constitution,
the Company will not be dispatching physical copies of the Notice of Meeting to all
shareholders. Instead, the Notice of Meeting and accompanying explanatory
memorandum is being made available to shareholders electronically and can be viewed
and downloaded at the following links:
https://www.aerisresources.com.au/investor-centre/ or https://www.asx.com.au/
If you have any questions about the AGM or Notice of Meeting, please contact the Share
Registry on 1300 288 664 (for callers within Australia) or +61 2 9698 5414 (for overseas callers).
This announcement is authorised for lodgement by:
Mr. Andre Labuschagne
Executive Chairman
For further information, please contact:
Mr. Andre Labuschagne
Executive Chairman
Tel: +61 7 3034 6200, or visit our website at www.aerisresources.com.au
Notice of Extraordinary General Meeting
Dear Shareholder
It is my pleasure to invite you to the Annual General Meeting (Meeting) of shareholders of Aeris
Resources Limited (Company or Aeris) to be held at 10:00am (AEST) on 27 November 2024.
The meeting will be held in-person at HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle
Street, Brisbane Qld 4000. In accordance with the Corporations Act 2001 (Cth) and the Company’s
Constitution, the Company will not be dispatching physical copies of the Notice of Meeting to
shareholders unless the shareholder has made a valid election to receive documents in hard copy.
The Notice of Meeting are available to view online on the ASX website and Company’s website:
https://www.aerisresources.com.au/investor-centre/#asx-announcements.
The Meeting has been convened to consider Resolutions for:
(a) the adoption of the Remuneration Report for the year ended 30 June 2024;
(b) the re-election of Mr Michele Muscillo as Director of the Company;
(c) approval to issue an additional 10% of the issued capital of the Company over a 12-month
period pursuant to Listing Rule 7.1A; and
(d) the re-insertion of proportional takeover provisions in Constitution.
Attending the Meeting in-person
Shareholders can attend the Meeting in-person at HopgoodGanim Lawyers, Level 7, Waterfront Place,
1 Eagle Street, Qld 4000.
Voting by Proxy
Shareholders who wish to participate in the Meeting in-person and who wish to vote on the day of the
meeting can find further instructions on how to do so in the Notice of Meeting.
Alternatively, shareholders are strongly encouraged to complete and submit their vote by proxy by using
one of the following methods:
Online
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by
following the instructions: (1) Log in to the Automic website using the holding
details as shown on the Proxy Form. (2) Click on ‘View Meetings’ – ‘Vote’. (3) To
use the online lodgement facility, Shareholders will need their holder number
(Securityholder Reference Number (SRN) or Holder Identification Number (HIN))
as shown on the front of the Proxy form. For further information on the online
proxy lodgement process please see the Online Proxy Lodgement Guide at:
https://www.automicgroup.com.au/wp-content/uploads/2020/09/Online-ProxyLodgment-web.pdf
By post
Automic, GPO Box 5193, Sydney NSW 2001
By hand
Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Aeris Resources Limited ABN 30 147 131 977
Level 6, 120 Edward Street, Brisbane QLD 4000 Australia
Post: GPO Box 2460, Brisbane, QLD 4001
E: info@aerisresources.com.au T: +61 7 3034 6200
aerisresources.com.au
Your proxy voting instruction must be received by 10:00 am (AEST) on 25 November 2024, being no
later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received
after that time will not be valid for the scheduled Meeting.
Each resolution considered at the Meeting will be decided on a poll.
Questions in relation to the Resolution can be submitted, in advance of the meeting to the Company, in
writing to the Company Secretary via email to investorrelations@aerisresources.com.au by 10am
(AEST) on 25 November 2024.
If you have any queries regarding the AGM or require a hard copy of the Notice of Annual General
Meeting, please contact your stockbroker, accountant, other independent professional adviser or the
Company's registry, Automic Registry Services on 1300 288 664 (callers within Australia) or +61 2 9698
5414 (callers outside Australia) at any time between 9.00am to 5.00pm (AEST) Monday to Friday, up
to the AGM date.
Your continued support is greatly appreciated.
Yours sincerely,
Andre Labuschagne
Executive Chairman
Aeris Resources Limited
Aeris Resources Limited ABN 30 147 131 977
Level 6, 120 Edward Street, Brisbane QLD 4000 Australia
Post: GPO Box 2460, Brisbane, QLD 4001
E: info@aerisresources.com.au T: +61 7 3034 6200
aerisresources.com.au
Notice of Annual General Meeting and Explanatory
Memorandum
Aeris Resources Limited ACN 147 131 977
Date of Meeting:
27 November 2024
Time of Meeting:
10:00am (AEST)
Place of Meeting:
HopgoodGanim Lawyers
Level 7, Waterfront Place
1 Eagle Street
Brisbane Qld 4000
This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety.
If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant,
solicitor or other professional adviser without delay.
Notice of Annual General Meeting
Dear Shareholder
Enclosed is a notice of an Annual General Meeting (Meeting) of shareholders of Aeris Resources
Limited (Company or Aeris) to be held at 10:00am (AEST) on 27 November 2024.
The meeting will be held in-person at HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle
Street, Qld 4000. In accordance with the Corporations Act 2001 (Cth) and the Company’s Constitution,
the Company will not be dispatching physical copies of the Notice of Meeting to shareholders unless the
shareholder has made a valid election to receive documents in hard copy.
The Meeting has been convened to consider Resolutions for:
(a) the adoption of the Remuneration Report for the year ended 30 June 2024;
(b) the re-election of Mr Michele Muscillo as Director of the Company;
(c) approval to issue an additional 10% of the issued capital of the Company over a 12-month
period pursuant to Listing Rule 7.1A; and
(d) the re-insertion of proportional takeover provisions in Constitution.
Attending the Meeting in-person
Shareholders can attend the Meeting in-person at HopgoodGanim Lawyers, Level 7, Waterfront Place,
1 Eagle Street, Qld 4000.
Voting in-person at the Meeting
If you attend the Meeting in-person, you will be able to register and vote at the Meeting by attending
HopgoodGanim Lawyers, Level 7, 1 Eagle Street, Brisbane Qld 4000.
Voting by Proxy
Shareholders who wish to participate in the Meeting in-person and who wish to vote on the day of the
meeting can find further instructions on how to do so in the Notice of Meeting.
Alternatively, shareholders are strongly encouraged to complete and submit their vote by proxy by using
one of the following methods:
Online
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by
following the instructions: (1) Log in to the Automic website using the holding
details as shown on the Proxy Form. (2) Click on ‘View Meetings’ – ‘Vote’. (3) To
use the online lodgement facility, Shareholders will need their holder number
(Securityholder Reference Number (SRN) or Holder Identification Number (HIN))
as shown on the front of the Proxy form. For further information on the online proxy
lodgement process please see the Online Proxy Lodgement Guide at:
https://www.automicgroup.com.au/agm/virtual-agms/
By post
Automic, GPO Box 5193, Sydney NSW 2001
By hand
Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Your proxy voting instruction must be received by 10:00 am (AEST) on 25 November 2024, being no
later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received
after that time will not be valid for the scheduled Meeting.
_____________________________________________________________________________________________________
Aeris Resources Limited – Notice of Meeting
Page 1
Notice of Annual General Meeting
In addition to the enclosed Proxy Form, the Proxy Form is also available on the Company’s website at
https://www.aerisresources.com.au/investor-centre/#asx-announcements.
Each resolution considered at the Meeting will be decided on a poll.
Questions in relation to the Resolutions can be submitted, in advance of the meeting to the Company,
in writing to the Company Secretary via email to investorrelations@aerisresources.com.au by 10:00am
(AEST) on 25 November 2024.
If you have any queries regarding the AGM or require a hard copy of the Notice of Annual General
Meeting, please contact your stockbroker, accountant, other independent professional adviser or the
Company's registry, Automic Registry Services on 1300 288 664 (callers within Australia) or +61 2 9698
5414 (callers outside Australia) at any time between 9.00am to 5.00pm (AEST) Monday to Friday, up to
the date of the Meeting.
Shareholders are encouraged to monitor the Company’s website for any further updates in relation to
the arrangements for the Meeting. The Company looks forward to your attendance and participation at
the Meeting.
Your continued support is greatly appreciated.
Yours sincerely
Andre Labuschagne
Executive Chairman
Aeris Resources Limited
_____________________________________________________________________________________________________
Aeris Resources Limited – Notice of Meeting
Page 2
Notice of Annual General Meeting
Notice is given that an Annual General Meeting of Shareholders of Aeris Resources Limited ACN 147
131 977 will be held:
Date of Meeting:
27 November 2024
Time of Meeting:
10:00 am (AEST)
Place of Meeting:
HopgoodGanim Lawyers
Level 7, Waterfront Place
1 Eagle Street
Brisbane Qld 4000
Terms used in this Notice of Meeting are defined in section 6 of the accompanying Explanatory
Memorandum.
The Explanatory Memorandum and the Proxy Form accompanying this Notice of Meeting are
incorporated in and comprise part of this Notice of Meeting.
Agenda
The agenda for the meeting is as follows:
Ordinary Business
Financial Report
To receive and consider the Company’s Annual Report, consisting of the Directors’ Report and Auditors’
Report, Directors’ Declaration, Consolidated Statement of Comprehensive Income, Consolidated
Statement of Financial Position, Consolidated Statement of Cash Flows and notes to and forming part
of the accounts for the Company and its controlled entities for the financial year ended 30 June 2024.
No voting is required for this item.
1.
Resolution 1 – Remuneration Report
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
advisory Resolution:
“That, the Remuneration Report for the year ended 30 June 2024 (as set out in the Directors’
Report) is adopted”.
Note:
The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.
Voting Restriction pursuant to Section 250R(4) of the Corporations Act
A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the
following persons:
(a)
(b)
a member of the Key Management Personnel details of whose remuneration are
included in the Remuneration Report;
a Closely Related Party of such a member.
However, the above persons may cast a vote on Resolution 1 if:
(a)
the person does so as a proxy; and
_____________________________________________________________________________________________________
Aeris Resources Limited – Notice of Meeting
Page 3
Notice of Annual General Meeting
(b)
the vote is not cast on behalf of a member of the Key Management Personnel details
of whose remuneration are included in the Remuneration Report or a Closely Related
Party of such a member; and either:
(1)
the voter is appointed as a proxy by writing that specifies the way the proxy is
to vote on the resolution; or
(2)
the voter is the chair of the meeting and the appointment of the chair as
proxy:
(A)
does not specify the way the proxy is to vote on the resolution; and
(B)
expressly authorises the chair to exercise the proxy even if the
resolution is connected directly or indirectly with the remuneration of
the Key Management Personnel for the Company or, if the
Company is part of a consolidated entity, for the entity.
Voting Intentions of Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast by
the Chair and counted in favour of the Resolution the subject of this Meeting, including
Resolution 1, subject to compliance with the Corporations Act.
Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in
the accompanying Explanatory Memorandum.
2.
Resolution 2 – Re-election of Mr Michele Muscillo as a Director of the Company
To consider and, if thought fit, pass the following resolution, with or without amendment, as an
Ordinary Resolution of the Company:
“That Mr Michele Muscillo, who retires by rotation in accordance with Rule 28.6(a) of the
Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be reelected as a Director.”
Special Business
3.
Resolution 3 – Approval to issue an additional 10% of the issued capital of the
Company over a 12-month period pursuant to Listing Rule 7.1A
To consider and, if thought fit, pass the following resolution, with or without amendment, as a
Special Resolution of the Company:
“That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, the
Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the
Company (at the time of issue) calculated in accordance with the formula prescribed in Listing
Rule 7.1A.2, over a 12-month period from the date of the Meeting, at a price not less than that
determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions
described in the Explanatory Memorandum.”
Voting Exclusion Statement
As at the date of this Notice, the Company is not proposing to make an issue of Equity
Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not
included in this Notice
_____________________________________________________________________________________________________
Aeris Resources Limited – Notice of Meeting
Page 4
Notice of Annual General Meeting
4.
Resolution 4 – Insertion of Proportional Takeover Provisions in Constitution
To consider and, if thought fit, pass the following resolution, with or without amendment, as an
Special Resolution of the Company:
“That, for the purposes of sections 136(2) and 648G of the Corporations Act, and for all other
purposes, the Constitution of the Company be amended by re-inserting the proportional
takeover provisions contained in the attached Explanatory Memorandum into the Constitution
as Rule 15.8, with effect from the date of the Meeting for a period of three years”.
General Business
To consider any other business as may be lawfully put forward in accordance with the Constitution of
the Company.
Notes:
(a)
Terms used in this Notice of Meeting are defined in the “Interpretation” section of the
accompanying Explanatory Memorandum.
(b)
A detailed summary of the Resolutions is contained within the Explanatory Memorandum.
All resolutions at this Meeting will be voted on by poll and Shareholders who are entitled to vote may
vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.
By order of the Board
Dane Van Heerden
Company Secretary
Aeris Resources Limited
25 October 2024
_____________________________________________________________________________________________________
Aeris Resources Limited – Notice of Meeting
Page 5
Explanatory Memorandum
Explanatory Memorandum
This Explanatory Memorandum is provided to shareholders of Aeris Resources Limited ACN 147 131
977 in connection with the business to be considered at the Annual General Meeting of Shareholders to
be held at HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Qld 4000. The Notice
of Meeting, which is also enclosed, sets out details of proposals concerning the Resolutions to be put
to Shareholders.
The purpose of this Explanatory Memorandum is to provide Shareholders with information that is
reasonably required by Shareholders to decide how to vote upon the Resolutions. The Company’s
Notice of Annual General Meeting and this Explanatory Memorandum should be read in their entirety
and in conjunction with each other.
Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote
in favour of all Resolutions. The Chairman of the Meeting intends to vote all available undirected proxies
in favour of each resolution.
The Directors recommend that Shareholders read the accompanying Notice of Meeting and this
Explanatory Memorandum in full before making any decision in relation to the Resolutions.
Resolution 1, relating to the Remuneration Report, is an advisory resolution and does not bind the
Directors or the Company. Resolutions 2 is an ordinary resolution, which requires that a simple majority
of votes cast by Shareholders present and entitled to vote on the resolution must be in favour of the
Resolution. Resolutions 3 and 4 are special resolutions, which require that at least 75% of the votes
cast by Shareholders present and entitled to vote on the resolution must be in favour of the Resolution.
Terms used in this Explanatory Memorandum are defined in Section 6.
1.
Consider the Company’s Annual Report
The Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’
Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of
Financial Position, Consolidated Statement of Cash Flows and notes to and forming part of the
accounts for the Company and its controlled entities for the financial year ended 30 June 2024
were released to ASX Limited on 29 August 2024.
The Company’s Annual Report is placed before the Shareholders for discussion.
No voting is required for this item.
2.
Resolution 1 - Remuneration Report
2.1
Remuneration Report
In accordance with Section 250R of the Corporations Act, the Board has submitted its
Remuneration Report to Shareholders for consideration and adoption by way of a non-binding
advisory Resolution.
The Remuneration Report is set out in the Directors’ Report section of the Annual Report for the
period ending 30 June 2024.
The Remuneration Report:
explains the Board’s policies and processes for determining the nature and amount of
remuneration of executive Directors and senior executives of the Company;
_____________________________________________________________________________________________________
Aeris Resources Limited – Notice of Meeting
Page 6
Explanatory Memorandum
explains the relationship between Company performance and remuneration policy;
sets out remuneration details for each Director and the most highly remunerated senior
executives of the Company;
details and explains any performance conditions applicable to the remuneration of executive
Directors and senior executives of the Company; and
sets out the details of Share-based compensation for the Directors.
A reasonable opportunity will be provided for the Shareholders to ask questions about, or make
comments on, the Remuneration Report at the Meeting.
2.2
Directors’ recommendation
The Directors abstain, in the interests of corporate governance, from making a recommendation
in relation to Resolution 1. A vote on this Resolution is advisory only and does not bind the
Directors or the Company.
2.3
Voting restrictions on Key Management Personnel and their Closely Related Parties and
their proxies
Members of the Key Management Personnel and their Closely Related Parties (Restricted
Voters) and proxies of Restricted Voters are restricted from voting on a resolution which is
connected directly or indirectly with the remuneration of a member of the Key Management
Personnel (Voting Restriction).
Key Management Personnel are those persons having authority and responsibility for planning,
directing and controlling the activities of the entity, directly or indirectly, including any director
(whether executive or otherwise) of that entity. The Company will disregard any votes cast in
favour of the Resolution by any restricted voters.
The Voting Restriction applies to Resolution 1. However, it does not apply where:
the member of the Key Management Personnel is appointed in writing (by a Shareholder
who is not a Restricted Voter) as a proxy where the appointment specifies the way the proxy
is to vote on the resolution; or
the Chair is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy
where the appointment does not specify the way the proxy is to vote on the resolution and
expressly authorises the Chair to exercise the proxy even if the resolution is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel
for the Company or, if the Company is part of a consolidated entity, for the entity.
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the
Chair and counted in favour of the resolutions the subject of this Meeting, including Resolution
1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may
change their voting intention on any resolution, in which case an ASX announcement will be
made.
The Proxy Form attached to this Notice has been prepared on this basis.
Aeris Resources Limited – Notice of Meeting
Page 7
Explanatory Memorandum
3.
Resolution 2 – Re-election of Mr Michele Muscillo as a Director of the Company
3.1
Background
Under Listing Rule 14.4 and Rule 28.6(a) of the Company’s Constitution, a Director (other than
the Managing Director) shall not continue in office for a period in excess of three consecutive
years or until the third annual general meeting following the Director’s appointment, whichever
is longer, without submitting to re-election.
Mr Muscillo was last re-elected as a Director of the Company at the AGM held on 25 November
2021.
Accordingly, Mr Muscillo retires by rotation in accordance with the Company’s Constitution and
Listing Rule 14.4 and, being eligible, offers himself for re-election as a Director. If Resolution 2
is passed, Mr Muscillo will be re-elected as a Director and if it is not passed, Mr Muscillo will not
be re-elected.
3.2
Mr Muscillo’s qualifications and experience
Mr Muscillo is a Partner specialising in corporate law with HopgoodGanim Lawyers. Mr Muscillo
is an admitted Solicitor and has a practice focussed almost exclusively on mergers and
acquisitions and capital raising. Mr Muscillo has acted on a variety of corporate transactions
including initial public offerings, takeovers and acquisitions. Mr Muscillo has a Bachelor of Laws
from Queensland University of Technology (QUT) and was a recipient of the QUT University
Medal.
Mr Muscillo is the Chairman of the Audit Committee and is a member of both the Remuneration
and Nomination Committee and the Sustainability Committee.
Other current directorships (ASX listed entities): Xanadu Mines Limited (ASX:XAM) and Mako
Gold Limited (ASX:MKG).
Former directorships in the past 3 years (ASX listed entities): Cardinal Resources Limited
(ASX:CDV).
3.3
Recommendation
The Directors (with Mr Muscillo abstaining) recommend that you vote in favour of this Ordinary
Resolution.
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the
Chair and counted in favour of the resolutions the subject of this Meeting, including this
Resolution 2, subject to compliance with the Corporations Act. In exceptional circumstances,
the Chair may change their voting intention on any resolution, in which case an ASX
announcement will be made.
Special Business
4.
Resolution 3 – Approval to issue an additional 10% of the issued capital of the
Company over a 12-month period pursuant to Listing Rule 7.1A
4.1
Background
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of
Equity Securities that a listed company can issue without the approval of its shareholders over
any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of
that period.
Aeris Resources Limited – Notice of Meeting
Page 8
Explanatory Memorandum
However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a
special resolution passed at its annual general meeting to increase this 15% limit by an extra
10% (Additional 10% Capacity).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a
market capitalisation of $300,000,000 or less. The Company is an eligible entity as both of these
conditions are satisfied having regard to the market price of $0.22 per Share as at 16 October
2024.
Resolution 3 seeks Shareholder approval by way of special resolution for the Company to be
granted the Additional 10% Capacity provided for in Listing Rule 7.1A.
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined
25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 3 is not passed, the Company will not be able to access the Additional 10%
Capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and
will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval
set out in Listing Rule 7.1.
4.2
Technical information required by Listing Rule 7.1A
Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in
relation to Resolution 3:
(a)
Period for which the Additional 10% Capacity is valid
The Additional 10% Capacity will commence on the date of the Meeting and expire on
the first to occur of the following:
(b)
(1)
the date that is 12 months after the date of this Meeting;
(2)
the time and date of the Company’s next annual general meeting; and
(3)
the time and date of approval by Shareholders of any transaction under Listing
Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing
Rule 11.2 (disposal of the main undertaking).
Minimum Price at which the Equity Securities may be issued
Any Equity Securities issued under the Additional 10% Capacity must be in an existing
quoted class of Equity Securities and be issued at a minimum price of 75% of the volume
weighted average price of Equity Securities in that class, calculated over the 15 trading
days on which trades in that class were recorded immediately before:
(c)
(1)
the date on which the price at which the Equity Securities are to be issued is
agreed by the entity and the recipient of the Equity Securities; or
(2)
if the Equity Securities are not issued within 10 trading days of the date in
subsection 4.2(b)(1), the date on which the Equity Securities are issued.
Use of funds raised under the Additional 10% Capacity
The purposes for which funds raised by an issue of Equity Securities under the Additional
10% Capacity may be used include the following:
(1)
exploration activities on the Company’s mineral interests;
(2)
assessment of any future mineral property opportunities;
Aeris Resources Limited – Notice of Meeting
Page 9
Explanatory Memorandum
(d)
(3)
assessment of any other investment opportunities; and
(4)
ongoing future working capital purposes.
Risk of Economic and Voting Dilution
Any issue of Equity Securities under the Additional 10% Capacity will dilute the interests
of Shareholders who do not receive any Shares under the issue.
If Resolution 3 is approved by Shareholders and the Company issues the maximum
number of Equity Securities available under the Additional 10% Capacity, the economic
and voting dilution of existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated in accordance
with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price
of Shares and the number of Equity Securities on issue as at 30 June 2024.
The table also shows the voting dilution impact where the number of Shares on issue
(Variable A in the formula) changes and the economic dilution where there are changes
in the issue price of Shares issued under the Additional 10% Capacity.
Issued Share Capital
(Variable A in Listing
Rule 7.1A.2)
Issued
Share
Capital:
10%
Voting
Dilution
50%
decrease in
Market
Price $0.11
Issue Price
Market
Price as at
16 October
2024
$0.22
Funds Raised
100%
Increase in
Market
Price $0.44
Current
967,525,540
96,752,554
$10,642,781
$21,285,562
$42,571,124
50%
Increase
1,451,288,310
45,128,831
$15,964,171
$31,928,343
$63,856,686
100%
Increase
1,935,051,080
93,505,108
$21,285,562
$42,571,124
$85,142,248
*The number of Shares on issue (Variable A in the formula) could increase as a result
of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing
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