ANTILLES GOLD LIMITED
ABN 48 008 031 034
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of Shareholders will be held on Monday 16th May 2022 at 10.30am (AEST)
at
The Hobart Room, Sofitel Wentworth Sydney, 61-101 Phillip Street,
Sydney NSW
If you are unable to attend the meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.
1
ANTILLES GOLD LIMITED
ABN 48 008 031 034
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of the Shareholders of Antilles Gold Limited (the Company or Antilles Gold) will be held on Monday 16th of May 2022 commencing at 10.30am (AEST) at The Hobart Room, Sofitel Wentworth Sydney, 61-101 Phillip Street, Sydney, N.S.W.
The Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more details the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.
AGENDA
ORDINARY BUSINESS
Receipt of Financial Statements and Reports
To receive and consider the Financial Statements, Directors' Report and the Independent Auditor's Report for Antilles Gold and its controlled entities for the year ended 31 December 2021.
Resolution 1: Adoption of Remuneration Report
To consider and, if thought fit, pass the following advisory resolution as an ordinary resolution:
"That for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the
Remuneration Report (included in the Directors' Report) for the financial year ended 31 December 2021 be adopted."
Please note that the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 1 (in any capacity) by or on behalf of:
(a) any member of the Company's Key Management Personnel (KMP), details of whose remuneration is disclosed in the Remuneration Report; or
(b) any closely related parties of those KMP; or
(c) as a proxy by any other person who is a member of the KMP at the time of the AGM, or their closely related parties,
unless the vote is cast as proxy for a person who is entitled to vote on Resolution 1 and:
(d) the vote is cast in accordance with a direction on the proxy form specifying how the proxy is to vote on Resolution 1, or
(e) the vote is cast by the Chairman of the meeting and the proxy form expressly authorizes the Chairman to vote as the Chairman sees fit on Resolution 1, even though the resolution is connected to the remuneration of members of the Company's KMP.
1
Resolution 2: Re-Election of Mr Ugo Cario as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Ugo Cario, being a Director who retires by rotation pursuant to the Constitution of the
Company and being eligible, be re-elected as a Director of the Company."
Resolution 3: Ratification of Previous 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 purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior allotment and issue of 44,784,614 Fully Paid Ordinary Shares and 22,392,307 Listed Options on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of;
• a person who participated in the issue; or
• an associate of that person or those persons.
However, this does not apply to a vote cast in favour of a resolution by:
• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• The chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides: or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 4: Ratification of Previous Issue of Options (Lead Manager Options)
To consider and, if thought fit, pass, with or without amendment the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior allotment and issue of 1,000,000 Listed Options on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of;
• a person or entity who participated in the issue (namely JS First Sdn Bhd); or
• an associate of that person or those persons.
However, this does not apply to a vote cast in favour of a resolution by:
• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• The chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides: or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 5: Re-Approval of Employee Performance Rights Plan
To consider and, if thought fit, pass, with or without amendment the following resolution as an ordinary resolution:
"That, for the purposes of Exception 13(b)) in ASX Listing Rule 7.2 and for all other purposes,
Shareholders re-approve the:
(a) Company's Employee Performance Rights Plan ("Plan") as described in the Explanatory Statement;
(b) Grant of Rights to ordinary fully paid shares in the Company under the Plan; and
(c) Issue or transfer of ordinary fully paid shares upon the vesting of Rights under the Plan."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of;
• Any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the entity).
However, this does not apply to a vote cast in favour of the resolution if it is cast:
• by a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• The chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides.
SPECIAL BUSINESS
Resolution 6: Approval of Additional Capacity to Issue Shares
To consider and, if thought fit, to pass with or without amendment the following resolution as a special resolution:
"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement."
An approval under this rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following.
(a) The date that is 12 months after the date of the annual general meeting at which the approval is obtained.
(b) The time and date of the entity's next annual general meeting.
(c) The time and date of the approval by holders of the +eligible entity's +ordinary securities of a transaction under rule 11.1.2 or rule 11.2.
By Order of the Board
Pamela Bardsley Company Secretary 7 April 2022
This is an excerpt of the original content. To continue reading it, access the original document here.