Acclaim Exploration NL
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Kin Mining N.L. ACN 150 597 541 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting 3 November 2014 Time of Meeting 11.00 am (WST) For personal use only Place of Meeting “The Heritage Boardroom” The Melbourne Hotel Cnr Hay Street and Milligan Street Perth WA 6000 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Shareholders of Kin Mining N.L. (“Kin” or “the Company”) will be held on Monday, 3 November 2014, commencing at 11.00am (WST) at “The Heritage Boardroom”, The Melbourne Hotel, cnr Hay Street and Milligan Street, Perth, Western Australia. The enclosed Explanatory Statement accompanies and forms part of this Notice of Meeting. AGENDA SPECIAL BUSINESS Resolution 1: Issue of Shares pursuant to Subscription Agreement To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of Item 7 of Section 611 of the Corporations Act and for all other purposes, approval is given for the acquisition of a relevant interest in up to 23,809,524 Shares by Geolord Resources Pty Ltd arising from a Subscription Agreement between Geolord Resources Pty Ltd and the Company, in excess of the threshold prescribed by Section 606(1)(c)(i) of the Corporations Act, on the terms and conditions set out in the accompanying Explanatory Statement.” Independent Expert’s Report: Shareholders should carefully consider the Independent Expert’s Report prepared by HLB Mann Judd Corporate (WA) Pty Ltd for the purposes of the Shareholder approval required under Item 7 of Section 611 of the Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the transaction to the non-associated Shareholders. The Independent Expert has determined that the issue of Shares to Geolord Resources Pty Ltd is not fair but reasonable to the non-associated Shareholders. Voting Exclusion: Under Item 7 of Section 611 of the Corporations Act, no votes may be cast in favour of the Resolution by: (a) the person proposing to make the acquisition and their associates; or (b) the persons (if any) from whom the acquisition is to be made and their associates. Accordingly, the Company will disregard any votes cast on this Resolution by Geolord Resources Pty Ltd and any of its associates. Resolution 2: Appoint Mr Liu as a Director of the Company To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That pursuant to section 201G of the Corporations Act 2001, Mr Jian Liu be appointed as a director of the Company, with effect from 3 November 2014 and subject to completion of the subscription of 13,333,334 Shares by Geolord under the Subscription Agreement.” Resolution 3: Appoint Mr Zhang as a Director of the Company For personal use only To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: 2 “That pursuant to section 201G of the Corporations Act 2001, Mr Yi Cheng Zhang be appointed as a director of the Company, with effect from 28 November 2014 and subject to completion of the subscription of 10,476,190 Shares by Geolord under the Subscription Agreement.” Resolution 4: Ratification of 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 and for all other purposes, ratification be given in respect of the allotment and issue of 1,500,000 fully paid ordinary shares to Waterton Global Value L.P., on the terms and conditions set out in the accompanying Explanatory Statement.” Voting exclusion: In accordance with Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 4 by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company will not disregard a vote if it is cast by such a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if 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. Resolution 5: Approval of 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 7.1 and for all other purposes, approval is given for the Directors to allot and issue 1,500,000 fully paid ordinary shares to Waterton Global Value L.P., on the terms and conditions set out in the accompanying Explanatory Statement.” Voting Exclusion: In accordance with Listing Rule 7.3.8, the Company will disregard any votes cast on this Resolution 5 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a 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. Resolution 6: Approval for Future Issue of Shares To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 5,000,000 Shares on the terms and conditions set out in the accompanying Explanatory Statement.” Voting Exclusion: In accordance with Listing Rule 7.3.8, the Company will disregard any votes cast on this Resolution 6 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a 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. For personal use only ORDINARY BUSINESS Accounts and Reports To receive and consider the annual financial report for the financial year ended 30 June 2014, together with the reports by directors and auditors thereon. 3 To consider and, if thought fit, to pass the following resolution as an ordinary resolutions: Resolution 7: Adoption of Remuneration Report “That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report set out in the Company’s 2014 Annual Report for the financial year ended 30 June 2014 be adopted.” Note: The vote on this resolution is advisory only and does not bind the directors of the Company. Voting Exclusion: Pursuant to section 250R(4) of the Corporations Act, the Company is required to disregard any votes cast on Resolution 7 (in any capacity) by or on behalf of any of the following persons: (a) member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member (together “prohibited persons”). However, the Company will not disregard a vote if: (c) the prohibited person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (d) the vote is not cast on behalf of a prohibited person. Resolution 8: Re-election of Director (Mr Giuseppe (Joe) Paolo Graziano) “That Mr Graziano, being a Director of the Company who retires by rotation in accordance with Clause 11.3 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company.” Resolution 9: Approval of Additional 10% Placement Capacity To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.” Voting Exclusion: The Company will disregard any votes cast on this Resolution 9 by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a 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.