only | Metgasco Ltd |
ACN 088 196 383 | |
NOTICE OF GENERAL MEETING | |
use | EXPLANATORY MEMORANDUM AND PROXY |
FORM | |
General Meeting of Shareholders to be held on | |
personalFor | Tuesday, 12 April 2022 at 10:00am (AWST) / 12.00pm (AEST) / 1.00pm (AEDT) |
The Meeting will be held online via live audio webcast for attendance by all Shareholders.
This is an important document that requires your immediate attention.
Y u should read this document in its entirety before deciding whether or not to vote for or against any resolution at the
General Meeting. A proxy form has have been enclosed with this Notice for your convenience. This document does not
take into account your individual circumstances. If you are in doubt as to how you should vote, you should seek advice
from your accountant, solicitor or other professional adviser prior to voting.
If you have questions about the General Meeting or the Resolutions, please call the Company on (08) 6245 0060 (within
Australia) or +61 8 6245 0060 (outside Australia), Monday to Friday between 9:00am and 5:00pm Perth Time or contactthe Company by email atinfo@metgasco.com.au.
Letter from the Chairman | METGASCO LTD ACN 088 196 383 |
only10 March 2022
Dear Fellow Shareholder,
Metgasco Ltd (Company or Metgasco) will be holding a General Meeting (Meeting) on Tuesday, 12 April 2022 at 10:00am (AWST) / 12.00pm (AEST) / 1.00pm (AEDT) to allow Shareholders to consider the approval of New Shares and Options as part of the recent capital raising announced on Tuesday 22 February 2022. The Meeting will be held as a virtual meeting.
useThe enclosed Notice of Meeting (NOM) details the items of business for the Meeting and voting procedures.
On behalf of the Board I look forward to welcoming you all to the meeting and take this opportunity to again thank Metgasco's shareholders for their ongoing support of the Company.
Finally, if you would like to discuss any of these matters further, or if have any questions, please feel free to contact me directly, or any of your directors via:
personalTe ephone: (08) 6245 0060 (within Australia) or +61 8 6245 0060 (outside Australia) Email: info@metgasco.com.au
Y urs sincerely,
Philip Amery
Chair
M: 0402 091 180
Philip.Amery@metgasco.com.au
For
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Notice of Meeting | METGASCO LTD ACN 088 196 383 |
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Shareholders of Metgasco Ltd ACN 088 196 383 will be held at:
only | Location | Virtual Meeting | ||
Date | Tuesday, 12 April 2022 | |||
Time | 10:00am (AWST) / 12.00pm (AEST) / 1.00pm (AEDT) | |||
Details | https://meetings.linkgroup.com/MELGM22 |
useIn order to minimise costs, the Board has decided that the Meeting will be held as a virtual meeting. More information regarding virtual attendance at the Meeting (including how to vote, comment and ask questions virtually during the Meeting) is available in the Virtual Meeting Online Guide, which is attached.
personalFor
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Notice of Meeting | METGASCO LTD ACN 088 196 383 |
ITEMS OF BUSINESS
RESOLUTIONS
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Ratification of prior issue of Placement Shares
To consider and, if considered appropriate, pass the following ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given for the Company to ratify the issue of 173,912,101 New Shares at an issue price of $0.026 per New Share to the sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement"
Voting exclusion statement
The Company will disregard any votes casts in favour of this resolution by on behalf of participants in the Placement, their respective nominees or any respective associates. However, the Company need not disregard a vote if it is cast by:
- any entity named above or an associate of the entity as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
- 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.
Approval of the proposed issue of Placement Shares
To consider and, if considered appropriate, pass the following ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 18,395,592 New Shares at an issue price of $0.026 per New Share to the sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement."
Voting exclusion statement
The Company will disregard any votes casts in favour of this resolution by on behalf of participants in the Placement, their respective nominees or any respective associates. However, the Company need not disregard a vote if it is cast by:
- any entity named above or an associate of the entity as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
- 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.
Approval of the proposed issue of Attaching Options
To consider and, if considered appropriate, pass the following ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 64,102,564 Attaching Options at an issue price of $0.045 per Attaching Option to the sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement."
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Notice of Meeting | METGASCO LTD ACN 088 196 383 |
only 4.
For usepersonal
Voting exclusion statement
The Company will disregard any votes casts in favour of this resolution by on behalf of participants in the Placement, their respective nominees or any respective associates. However, the Company need not disregard a vote if it is cast by:
- any entity named above or an associate of the entity as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
- 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.
Approval of the proposed issue of Options to Blue Ocean Equities Pty Limited
To consider and, if considered appropriate, pass the following ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,000,000 Options at an issue price of $0.045 per Option to Blue Ocean Equities Pty Limited (ACN 151 186 935), on the terms and conditions set out in the Explanatory Statement."
Voting exclusion statement
The Company will disregard any votes casts in favour of this resolution by on behalf of:
- Blue Ocean Equities Pty Limited; or
- an associate of Blue Ocean Equities Pty Limited.
However, this does not apply to a vote cast in favour of a resolution by:
- a person as a 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:
- 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
- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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