UNITY MINING LTD The Annual General Meeting of
UNITY MINING LIMITED
ABN 61 005 674 073
will be held at
10.30AM (AEDT) on Wednesday, 18 November 2015 at
the offices of Baker and McKenzie
Level 19, 181 William Street, Melbourne, Victoria, 3000
This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, financial advisor or other professional advisor without delay
UNITY MINING LIMITEDABN 61 005 674 073
Registered office: Level 10, 350 Collins Street, Melbourne, Victoria, 3000
Notice is hereby given that the Annual General Meeting of Members of Unity Mining Limited ('Unity' or the 'Company') will be held at the offices of Baker and McKenzie, at Level 19, 181 William Street, Melbourne, Victoria, 3000, at 10.30am (AEDT) on Wednesday 18 November 2015.
The Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.
ORDINARY BUSINESS
Receipt and consideration of Accounts & Reports
To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and Auditors Report for the year ended 30 June 2015.
Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly no resolution will be put to shareholders on this item of business.
Resolution 1: Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
'That for the purpose 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 30 June 2015 be adopted.'
Resolution 2: Election of Mr Frank Terranova as a Director of the Company
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
'That Mr Frank Terranova, having been appointed to the Board during the year, retires as a Director in accordance with the Constitution and having consented and being eligible for election be elected as a Director'.
Resolution 3: Re-election of Mr Clive Jones as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
'That Mr Clive Jones, being a director who retires pursuant to the Constitution of the Company and being eligible for re-election offers himself for re-election, is hereby re-elected as a Director of the Company.'
Resolution 4: Removal of Auditor
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of section 329(1) of the Corporations Act and for all other purposes, Deloitte Touche Tohmatsu be removed as auditor of the Company as at the date of this meeting.'
SPECIAL BUSINESS
Resolution 5: Appointment of Auditor
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
'That subject to the passing of Resolution 4, for the purposes of section 327D(2) of the Corporations Act and for all other purposes Grant Thornton, having given its consent be and is hereby appointed as auditor of the Company.'
Resolution 6: Approval of 10% Placement Facility
To consider and, if thought fit, pass 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 Memorandum'.
DATED this 13th day of October 2015 at Melbourne. By order of the Board
Melanie Leydin Company Secretary
Notes
Entire Notice: The details of the resolution contained in the Explanatory Notes accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.
Voting: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7pm on the date 48 hours before the date of the Annual General Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.
Voting Exclusion Statement: Resolution 1
The Company will disregard any votes cast on this resolution (in any capacity) by or on behalf of a member of the Key Management Personnel (being those persons described as such in the Remuneration Report) or a closely related party of such a member unless the vote cast as proxy for a person entitled to vote in accordance with a direction on the proxy form.
Any undirected proxies held by Directors or other Key Management Personnel or their closely related parties for the purposes of Resolution 1 (excluding the Chairman) will not be voted on Resolution 1. Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. The Chairman will vote undirected proxies in favour of Resolution 1.
Resolution 6
The Company will disregard any votes cast on Resolution 6 by any person who may participate in the proposed issue or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, and any associate of such person.
EXPLANATORY STATEMENTReceipt and consideration of Accounts & Reports
A copy of the Annual Report for the financial year ending 30 June 2015 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at (03) 8622 2300, and you may request that this occurs on a standing basis for future years. Alternatively you may access the annual report at the Company's website: www.unitymining.com.au or via the Company's announcement platform on ASX. Except for as set out in Resolution 1, no resolution is required on these reports.
Resolution 1: Adoption of Remuneration Report
Section 250R(3) of the Corporations Act requires that a resolution to adopt the remuneration report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.
The Remuneration Report is set out in the Directors' Report in the Company's 2015 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and key management personnel of the Company.
In accordance with Section 250SA of the Corporations Act 2001, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the Annual General Meeting.
The Corporations Act requires the Company to put a resolution to Shareholders that in accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a 'spill resolution') that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.
It is noted that at the Company's last Annual General Meeting, the votes cast against the remuneration report represented less than twenty five (25%) per cent of the total votes cast and accordingly, a spill resolution will not under any circumstances be required for the Annual General Meeting.
The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.
Directors Recommendation
The Directors encourages all eligible Shareholders to cast their votes in favour of Resolution 1 (Remuneration Report).
Voting Exclusions
The Company will disregard any votes cast on this resolution (in any capacity) by or on behalf of a member of the Key Management Personnel (being those persons described as such in the Remuneration Report) or a closely related party of such a member unless the vote cast as proxy for a person entitled to vote in accordance with a direction on the proxy form.
Any undirected proxies held by Directors or other Key Management Personnel or their closely related parties for the purposes of Resolution 1 (excluding the Chairman) will not be voted on Resolution 1. Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. The Chairman will vote undirected proxies in favour of Resolution 1.
Resolution 2: Election of Mr Frank Terranova as a Director of the Company
Mr Frank Terranova was appointed as a Director on 25 May 2015 as a casual vacancy and is eligible for election.
Mr Terranova is a senior executive with extensive experience in corporate finance and executive management in the mining and agricultural sectors. He is a Fellow of the Institute of Chartered Accountants Australia and New Zealand and has held a number of executive roles in ASX listed companies including Managing Director of Allied Gold Mining PLC which was acquired by St Barbara Limited in 2012 for A$560M. He subsequently became
Managing Director of Polymetals Mining Limited overseeing its merger with Southern Cross Goldfields Limited and led the organisational transformation and a re-capitalisation program of that Group. Mr Terranova is a former Chairman of Chesser Resources Limited and is currently Chairman of Taruga Gold Limited and a Non-Executive Director of the Australia Pet Welfare Foundation and currently provides advisory services to a number of companies across various sectors.
Directors Recommendation
The Board (with Mr Terranova abstaining), recommends that shareholders vote in favour of the election of Mr Terranova. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Terranova's election.
Resolution 3: Re-election of Mr Clive Jones as a Director of the Company
The Constitution of the Company requires that at every annual general meeting, at least one Director shall retire from office and provides that such Directors are eligible for re-election at the meeting. Mr Clive Jones being eligible, offers himself for re-election.
Mr Jones has been involved in the minerals industry for 25 years and has worked on the exploration for and development of projects covering a range of commodities including gold, base metals, uranium, mineral sands, iron ore and industrial minerals both in Australia and overseas. His experience covers both corporate and technical roles at senior management level. Mr Jones is currently Joint-Managing Director of Cazaly Resources Ltd, a Non- Executive Director of Bannerman Resources Ltd and is Non-Executive Chairman of Corazon Mining Limited. All of these companies are currently listed on the Australian Stock Exchange whilst Bannerman is also jointly listed on the Toronto and Namibian Stock Exchanges. He joined the Board in January 2013 as Non-Executive Chairman and is also a member of the Company's Remuneration & Nomination Committee, Health, Safety and Environment Committee and Audit & Risk Committee.
Directors Recommendation
The Board (with Mr Jones abstaining), recommends that shareholders vote in favour of the re-election of Mr Jones. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Jones' re-election.
Resolution 4: Removal of Auditor
Deloitte Touche Tohmatsu are currently appointed as the Company's auditors and the current audit partner is due for audit rotation. On that basis the Board of Directors considered it is an appropriate time in the lifecycle of the Company to put the audit out to tender. The Company sought tenders from 5 suitable and appropriate Audit firms in Melbourne. As a result of this tender process, Deloitte were unsuccessful in their tender. Due to the timeframe for obtaining a consent of resignation from ASIC to resign as auditor, the Company needs to undertake a removal and appointment process in order to change the Company's auditors.
Directors Recommendations
In respect of Resolution 4, the Directors recommend that shareholders vote in favour of the Resolution.
Resolution 5: Appointment of Auditor
Section 327D of the Corporations Act provides that when an auditor is removed from a company, the company may appoint a new auditor at a general meeting by special resolution. Resolution 5 provides for the auditor vacancy to be filled if Resolution 4 is passed.
The Director's propose that Grant Thornton Audit Pty Ltd be appointed as the Company's auditor effective from the date of this meeting. A copy of the nomination of Grant Thornton Audit Pty Ltd as auditor is attached to this Notice.
Grant Thornton Audit Pty Ltd has given written consent to act as the Company's auditor in accordance with Section 328A(1) of the Corporations Act.
Directors Recommendations
In respect of Resolution 5, the Directors recommend that shareholders vote in favour of the Resolution.
Resolution 6: Approval of 10% Placement Facility
Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ('10% Placement Facility'). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.
The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.
The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below).
The Company continues actively seeking to increase work on its current exploration assets and reviewing new potential projects and investments. Should the Company utilise the 10% Placement Facility, it intends to use the funds to acquire new resource assets or investments, to conduct further work on its current projects or to meet additional working capital requirements.
Directors Recommendations
The Directors of the Company believe that Resolution 6 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.
Voting Exclusions
The Company will disregard any votes cast on Resolution 6 by any person who may participate in the proposed issue or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, and any associate of such person.
Description of Listing Rule 7.1A
Shareholder approval
The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. This means it requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).
Equity Securities
Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has on issue two classes of Equity Securities, Shares and unlisted Options.
Formula for calculating 10% Placement Facility
Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:
(A x D)-E
A is the number of shares on issue 12 months before the date of issue or agreement:
plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
plus the number of partly paid shares that became fully paid in the 12 months;
plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
less the number of fully paid shares cancelled in the 12 months.
is 10%
is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.
Listing Rule 7.1 and Listing Rule 7.1A
The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.
At the date of this Notice, the Company has on issue 1,140,312,866 Shares and therefore has a capacity to issue:
171,046,930 Equity Securities under Listing Rule 7.1; and
subject to Shareholder approval being obtained under Resolution 6, 114,031,287 Equity Securities under Listing Rule 7.1A.
The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2
Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days immediately before:
the date on which the price at which the Equity Securities are to be issued is agreed; or
if the Equity Securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:
the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 trading days immediately before:
the date on which the price at which the Equity Securities are to be issued is agreed; or
if the Equity Securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). Shareholders may be exposed to economic risk and voting dilution, including the following:
the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and
the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.
The table also shows:
two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule
7.1 that are approved at a future Shareholders' meeting; and
two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.
Variable 'A' in Listing Rule 7.1A.2
Dilution
$0.009
50% decrease in Issue Price
$0.017
Issue Price
$0.034
100% increase in Issue Price
Current Variable A
1,140,312,866 Shares
10%
Voting Dilution
114,031,287
Shares
114,031,287
Shares
114,031,287
Shares
Funds raised
$969,266
$1,938,523
$3,877,064
50% increase in current Variable A 1,710,469,299 Shares
10%
Voting Dilution
171,046,930
Shares
171,046,930
Shares
171,046,930
Shares
Funds raised
$1,453,899
$2,907,798
$5,815,596
100% increase in current Variable A 2,280,625,732 Shares
10%
Voting Dilution
228,062,573
Shares
228,062,573
Shares
228,062,573
Shares
Funds raised
$1,938,532
$3,877,064
$7,754,127
The table has been prepared on the following assumptions:
The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Listed Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Annual General Meeting.
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The issue price is $0.017, being the closing price of the Shares on ASX on 7 October 2015.
The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).
The Company may seek to issue the Equity Securities for the following purposes:
non-cash consideration for the acquisition of the new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company's current assets and/or general working capital.
The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.
The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
the effect of the issue of the Equity Securities on the control of the Company;
the financial situation and solvency of the Company; and
advice from corporate, financial and broking advisers (if applicable).
The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.
Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.
A voting exclusion statement is included in the Notice. At the date of this Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.
a spouse or child of the member; or
has the meaning given in section 9 of the Corporations Act. 'Company' means Unity Mining Limited ABN 61 005 674 073;
For the purposes of the Corporations Act, the Company has determined that all securities of the Company recorded on the Company's register as at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.
The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and forms part of this Notice of Meeting.
A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.
If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the resolution, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.
Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in this Notice.
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person excluded from voting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or where it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.
Key Management Personnel and their closely related parties will not be able to vote your proxy on Resolution 1 unless you direct them how to vote. If you intend to appoint a member of the Key Management Personnel as your proxy, please ensure that you direct them how to vote on Resolution 1. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by either marking the box for Resolution 1 or by expressly authorising the chair to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the relevant entity.
A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office or Boardroom Pty Limited in accordance with the instructions set out in the proxy form by no later than 10.30am (AEDT) on Monday, 16 November 2015.
Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.
(10% Placement Period). Listing Rule 7.1A
The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.
Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
Specific information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:
Additional Disclosure under Listing Rule 7.3A
Information under Listing Rule 7.3A.6(a):
The table below shows the total number of equity securities issued in the past 12 months preceding the date of the AGM and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.
Equity securities on issue 12 months preceding the date of the meeting (including performance rights) | 1,154,846,787 |
Equity securities issued in the prior 12 month period | 50,317,351 |
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period | 4.35% |
See below details of issues of all equity securities made in the previous 12 months:
Date of issue: 24 December 2014
Number issued: 7,190,155
Type of equity security: Fully paid ordinary shares Recipient of securities: Employees of Unity Mining Limited Price: Nil
Consideration received: Issue was for vesting of performance rights which were granted to
employees under the Unity Mining 2010 Long Term Investment Plan
Valuation of Non-Cash
Consideration: $33,793 based on prevailing market price on day of issue
Date of issue: 18 September 2015
Number issued: 43,127,196
Type of equity security: Unlisted Options
Recipient of securities: Employees of Unity Mining Limited
Price: Nil
Consideration received: Issue was for non-cash consideration as incentive for the Employees
Valuation of Non-Cash
Consideration: $458,442 based on a binomial pricing valuation model
Date of issue: 8 October 2015
Number issued: 2,771,702
Type of equity security: Fully paid ordinary shares Recipient of securities: Employees of Unity Mining Limited Price: Nil
Consideration received: Issue was for vesting of performance rights which were granted to
employees under the Unity Mining 2010 Long Term Investment Plan
Valuation of Non-Cash
Consideration: $47,119 based on prevailing market price on day of issue
GLOSSARYThe following terms have the following meanings in this Explanatory Statement: '$' means Australian Dollars;
'10% Placement Facility' has the meaning as defined in the Explanatory Statement for Resolution 6;
'10% Placement Period Facility' has the meaning as defined in the Explanatory Statement for Resolution 6;
'Annual Report' means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2015;
'ASX' means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;
'ASX Settlement Operating Rules' means the rules of ASX Settlement Pty Ltd which apply while the Company is an issuer of CHESS approved securities;
'Auditor's Report' means the auditor's report on the Financial Report; 'AEDT' means Australian Eastern Daylight Standard Time;
'Board' means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;
'Chairman' means the person appointed to chair the Meeting of the Company convened by the Notice; 'CHESS' has the meaning in Section 2 of the ASX Settlement Operating Rules;
'Closely Related Party' means:
'Constitution' means the constitution of the Company as at the date of the Meeting; 'Convertible Security' means a security of the Company which is convertible into shares; 'Corporations Act' means the Corporations Act 2001 (Cth);
'Director' means a Director of the Company;
'Directors Report' means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;
'Equity Security' has the same meaning as in the Listing Rules;
'Explanatory Memorandum' means the explanatory memorandum which forms part of the Notice;
'Financial Report' means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;
'Key Management Personnel' means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company;
'Listing Rules' means the Listing Rules of the ASX;
'Meeting' has the meaning given in the introductory paragraph of the Notice; 'Notice' means the Notice of Meeting accompanying this Explanatory Statement; 'Proxy Form' means the proxy form attached to the Notice;
'Remuneration Report' means the remuneration report which forms part of the Directors' Report of Unity Mining Limited for the financial year ended 30 June 2015 and which is set out in the 2015 Annual Report;
'Resolution' means a resolution referred to in the Notice; 'Schedule' means schedule to the Notice;
'Section' means a section of the Explanatory Memorandum;
'Share' means a fully paid ordinary share in the capital of the Company; 'Shareholder' means shareholder of the Company;
'Trading Day' means a day determined by ASX to be a trading day in accordance with the Listing Rules; and 'VWAP' means volume weighted average price.
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