Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
BRYAH RESOURCES LIMITED
ACN 616 795 245
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME:
10:00 AM (WST)
DATE:
17 September 2025
PLACE:
191B Carr Place
LEEDERVILLE WA 6007
The business of the Meeting affects your shareholding and your vote is important.
This Notice of 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
professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are
registered Shareholders at 5:00 PM (WST) on 15 September 2025.
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B US I NE S S O F T H E M E E T I N G
AGENDA
1.
RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF SHARES – ROYALTY ACQUISITION
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, Shareholders ratify the issue of 100,000,000
Shares to Luke Patrick Innes as Trustee of the Luke Innes Services Trust on the terms
and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
2.
RESOLUTION 2 : RATIFICATION OF PRIOR ISSUE OF SHARES – GLOBEX MINING
ENTERPRISES INC
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, Shareholders ratify the issue of 30,245,676
Shares to Globex Mining Enterprises Inc on the terms and conditions set out in the
Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
3.
RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A
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, Shareholders ratify the issue of 28,333,333
Shares to the Placement Participants on the terms and conditions set out in the
Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
4.
RESOLUTION 4: APPROVAL TO ISSUE PROPOSED PLACEMENT SHARES
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 approval is given for the Company to issue
up to 200,000,000 Shares to the Proposed Placement Participants on the terms and
conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
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DATED: 12 AUGUST 2025
By order of the Board
Neville Bassett
Company Secretary
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
resolution set out below by or on behalf of the following persons:
Resolution 1 - Ratification
of prior issue of Shares
A person (or persons) who participated in the issue of the Shares
(namely Luke Patrick Innes as Trustee for the Luke Innes Services Trust)
or an associate of that person (or those persons).
Resolution 2 – Ratification
of prior issue of Shares
A person (or persons) who participated in the issue of the Shares
(namely Globex Mining Enterprises Inc) or an associate of that person
(or those persons).
Resolution 3 – Ratification
of prior issue of Shares
(Listing Rule 7.1A)
A person (or persons) who participated in the issue of the Shares
(namely the Placement Participants) or an associate of that person
(or those persons).
Resolution 4 – Approval to
issue Proposed Placement
Shares
The Proposed Placement Participants or any other person who will
obtain a material benefit as a result of, the proposed issue (except a
benefit solely by reason of being a holder of ordinary securities in the
Company) or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
(b)
(c)
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in
that way; or
the Chair 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:
(i)
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
(ii)
the holder votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and
in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
•
each Shareholder has a right to appoint a proxy;
•
the proxy need not be a Shareholder of the Company; and
•
a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies
and may specify the proportion or number of votes each proxy is appointed to exercise.
If the member appoints two (2) proxies and the appointment does not specify the
proportion or number of the member’s votes, then in accordance with section 249X(3) of
the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
•
if proxy holders vote, they must cast all directed proxies as directed; and
•
any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
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Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
You may still attend the meeting and vote in person even if you have appointed a proxy. If you
have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment
unless you actually vote at the meeting for which the proxy is proposed to be used, in which case,
the proxy’s appointment is deemed to be revoked with respect to voting on that resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance at
the meeting. If you do not bring your Proxy Form with you, you can still attend the meeting but
representatives of the Company will need to verify your identity.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact
the Company Secretary on +61 8 9321 0001.
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E XP LA NA TO R Y STA TE M E N T
This Explanatory Statement has been prepared to provide information which the Directors
believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1.
RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF SHARES – ROYALTY
ACQUISITION
1.1
General
On 2 July 2025, the Company issued 100,000,000 Shares to Luke Patrick Innes as
Trustee of the Luke Innes Services Trust as consideration for the purchase of a 0.75%
net smelter royalty over two Mining Leases and four Exploration Licences by Bryah’s
wholly owned subsidiary West Coast Minerals Pty Ltd. Refer ASX announcement
dated 3 July 2025 titled ‘Mineral Royalty Purchased by Subsidiary of Bryah
Resources’.
The Shares were issued under the Company’s existing placement capacity under
Listing Rule 7.1. Accordingly, Shareholder approval for the issue of the Shares was
not required.
Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue
of the Shares.
1.2
Listing Rules 7.1 and 7.4
Listing Rule 7.1 provides that a company must not, subject to specified exceptions,
issue or agree to issue more Equity Securities during any 12-month period than that
amount which represents 15% of the number of fully paid ordinary securities on
issue at the commencement of that 12-month period. The issue of the Shares the
subject of Resolution 1 did not fit within any of the specified exceptions and so
were issued within the Company’s 15% annual placement limit under Listing Rule
7.1.
Listing Rule 7.4 provides that where a company in a general meeting ratifies the
previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the
previous issue did not breach Listing Rule 7.1) those securities will be deemed to
have been made with Shareholder approval for the purpose of Listing Rule 7.1 and
so does not reduce the Company’s capacity to issue further Equity Securities
without Shareholder approval under that rule.
The issue of Shares the subject of Resolution 1 did not breach Listing Rule 7.1 at the
time the issue occurred.
The Company wishes to retain as much flexibility as possible to issue Equity
Securities in the future without the requirement to obtain prior Shareholder
approval. To this end, Resolution 1 seeks Shareholder ratification for the issue of the
Shares under and for the purposes of Listing Rule 7.4.
1.3
Information required by Listing Rule 14.1A
If Resolution 1 is approved, the Shares the subject of Resolution 1 will be treated
as if they were issued with the prior approval of Shareholders for the purposes of
calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the
number of Equity Securities it can issue without Shareholder approval over the 12month period following their issue.
If Resolution 1 is not approved, the Shares the subject of Resolution 1 will count
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towards the number of Equity Securities the Company can issue without
Shareholder approval pursuant to the 15% limit in Listing Rule 7.1, effectively
decreasing the number of Equity Securities the Company can issue without
Shareholder approval over the 12 month period following their issue.
1.4
Information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is
provided in relation to Resolution 1:
(a)
The names of the persons to whom the securities were issued
Luke Innes as trustee of the Luke Innes Services Trust, a non-related party
of the Company.
(b)
Number and class of securities issued
100,000,000 Shares issued were all fully paid ordinary shares in the capital
of the Company issued on the same terms and conditions as the
Company’s existing Shares.
(c)
Date of issue of Securities
The Shares were issued on 2 July 2025.
(d)
Price or other consideration
The Shares were issued as consideration for the purchase of a 0.75% net
smelter royalty over two Mining Leases and four Exploration Licences. The
Company did not receive any monetary consideration from the issue.
(e)
The purpose of the issue
In consideration for the purchase of a 0.75% net smelter royalty over two
Mining Leases and four Exploration Licences. Refer ASX announcement
dated 3 July 2025 titled ‘Mineral Royalty Purchased by Subsidiary of Bryah
Resources’.
(f)
If the securities were or will be issued under an agreement, a summary of any
other material terms of the agreement
The Company entered into a Deed of Assignment and Assumption for the
purchase of the 0.75% royalty over mining leases M51/1087 and
M51/1088, in addition to exploration licences E52/3236, E52/3237,
E52/3238 and E52/3240.
The Deed of Assignment and Assumption is a standard agreement for the
assignment of a royalty and other than as outlined herein there are no
other material terms.
(g)
1.5
A voting exclusion statement is included in the Notice.
Directors’ Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 1 as it will
refresh the Company’s issuing capacities under Listing Rule 7.1 and give the
Company the flexibility to raise additional capital through the offer and issue of
Equity Securities, if and as required.
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2.
RESOLUTION 2: RATIFICATION OF PRIOR ISSUE OF SHARES – GLOBEX MINING
ENTERPRISES INC
2.1
General
On 2 2 July 2025, the Company issued 30,245,676 Shares as part consideration
for the initial payment due on execution of a formal agreement for the acquisition
of the Golden Pike Gold Project mineral claim in New Brunswick, Canada. Refer to
ASX announcements dated 21 May 2025 titled ‘Acquisition of Advanced HighGrade Gold Project’, 16 June 2025 titled ‘Golden Pike Option Extension’ and 11 July
2025 titled ‘Option Exercised to Acquire High-Grade Canadian Gold Project’ and 22
July 2025 titled ‘Contract Signed for Golden Pike Project’.
The material terms of the agreement are as outlined in the ASX announcements
dated 21 May 2025 and 22 July 2025 referred to above and are summarised below.
The consideration for the acquisition is payable in Canadian Dollars in accordance
with the following schedule:
Staged Payment Milestones
Cash
Component
Share
Component
Total
Amount
On execution of the Option Terms Sheet
(paid)
$20,000
nil
$20,000
On execution of the finalised agreement
(the subject of Resolution 2)
$80,000
$200,000
$280,000
Eleven (11) months after the agreement
date
$100,000
$200,000
$300,000
Two (2) years after the agreement date
$200,000
$200,000
$400,000
Three (3) years after the agreement date
$300,000
$500,000
$800,000
# All amounts in Canadian dollars
The Company will also fund a minimum of $3,000,000 in exploration expenditure on
the mineral claim. The minimum exploration expenditure shall be incurred as
follows:
(a)
Within the first 11 months, a minimum exploration expenditure of
$500,000, any excess shall be applied to subsequent expenditure
periods;
(b)
Within the second year, a minimum exploration expenditure of
$500,000 less any expenditure from the prior period, with any excess to
be applied to subsequent expenditure periods;
(c)
Within the third year, a minimum exploration expenditure of $1,000,000
less any excess expenditure from prior periods, with any excess to be
applied to subsequent expenditure periods; and
(d)
Within the fourth year, a minimum exploration expenditure of
$1,000,000 less any excess expenditure from the prior periods.
The Company may withdraw from the acquisition at any time subject to ensuring
that it has satisfied the minimum requirements for exploration expenditure for the
year in which the Company withdraws.
The transfer of the mineral claim to the Company will occur after payment of all
9
consideration and completion of the minimum exploration expenditure, at which
time Globex Mining Enterprises Inc shall deliver all documentation necessary to
transfer its 100% legal and beneficial interest in the mineral claim and for the royalty
to be registered in Canada.
The Company will also be required to pay a 2% gross metal royalty for the
production of the first 20,000 oz precious metals from the mineral claim and a 3%
gross metal royalty past 20,000 oz precious metals, calculated as a percentage of
the metal or mineral (final product) delivered directly by a refinery or processing
plant with no deductions to Globex Mining Enterprises Inc.
Any time before the production of 20,000 oz precious metals from the mineral
claim, the Company has the right to buy back 1% of the 3% royalty from Globex
Mining Enterprises Inc for $1,000,000.
The Shares were issued under the Company’s existing placement capacity under
Listing Rule 7.1. Accordingly, Shareholder approval for the issue of the Shares was
not required.
Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue
of the Shares.
2.2
Listing Rules 7.1 and 7.4
The regulatory requirements relevant to a ratification of the prior issue of Equity
Securities are outlined in Section 1.2 above.
The issue of Shares the subject of Resolution 2 did not breach Listing Rule 7.1 at the
time the issue occurred.
2.3
Information required by Listing Rule 14.1A
If Resolution 2 is approved, the Shares the subject of Resolution 2 will be treated as
if they were issued with the prior approval of Shareholders for the purposes of
calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the
number of Equity Securities it can issue without Shareholder approval over the 12month period following their issue.
If Resolution 2 is not approved, the Shares the subject of Resolution 2 will count
towards the number of Equity Securities the Company can issue without
Shareholder approval pursuant to the 15% limit in Listing Rule 7.1, effectively
decreasing the number of Equity Securities the Company can issue without
Shareholder approval over the 12 month period following their issue.
2.4
Information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is
provided in relation to Resolution 2:
(a)
The names of the persons to whom the securities were issued
Globex Mining Enterprises Inc, a non-related party of the Company.
(b)
Number and class of securities issued
30,245,676 Shares issued were all fully paid ordinary shares in the capital
of the Company issued on the same terms and conditions as the
Company’s existing Shares.
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(c)
Date of issue of Securities
The Shares were issued on 22 July 2025.
(d)
Price or other consideration
The Shares were issued as part consideration for the initial payment due
on execution of a formal agreement for the acquisition of the Golden
Pike Gold Project mineral claim in New Brunswick, Canada. Refer to
Section 2.1 above. The Company did not receive any monetary
consideration from the issue.
(e)
The purpose of the issue
Part consideration for the initial payment due on execution of a formal
agreement for the acquisition of the Golden Pike Gold Project mineral
claim in New Brunswick, Canada. Refer to Section 2.1 above.
(f)
If the securities were or will be issued under an agreement, a summary of any
other material terms of the agreement
The material terms of the agreement for the acquisition of the Golden
Pike Gold Project mineral claim are outlined in Section 2.1 above.
(g)
2.5
A voting exclusion statement is included in the Notice.
Directors’ Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 2 as it will
refresh the Company’s issuing capacities under Listing Rule 7.1 and give the
Company the flexibility to raise additional capital through the offer and issue of
Equity Securities, if and as required.
3.
RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A
3.1
General
On 2 3 July 2025, the Company issued 28,333,333 Shares at an issue price
of $0.006 per Share to raise $170,000 (before associated costs) (Placement).
Refer to ASX announcement dated 22 July 2025 titled ‘Bryah to Raise $170,000
in Private Placement’ for further details in relation to the Placement.
The Shares w e r e issued under the Company’s existing placement capacity
under Listing Rule 7.1A. Accordingly, Shareholder approval for the issue of the
Shares was not required.
Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the
issue of the Shares.
3.2
Listing Rules 7.1A and 7.4
As summarised in Section 1.2, 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 shares
it had on issue at the start of that period.
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Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by
way of a special resolution passed at its annual general meeting, to increase this
15% limit by an extra 10% to 25%.
The Company obtained approval to increase its limit to 25% at the annual
general meeting held on 28 November 2024.
Listing Rule 7.4 provides that where a company in a general meeting ratifies the
previous issue of securities made without approval under Listing Rule 7.1 and
provided that the previous issue did not breach Listing Rule 7.1 those securities
will be deemed to have been made with Shareholder approval for the purpose
of Listing Rule 7.1 and so does not reduce the Company’s capacity to issue
further Equity Securities without Shareholder approval under that rule.
The issue of Shares the subject of Resolution 3 did not breach Listing Rule 7.1 at the
time the issue occurred.
The Company wishes to retain as much flexibility as possible to issue Equity
Securities in the future within the limits of Listing Rules 7.1 and 7.1A up to its 15% and
10% placement capacity, respectively, without the requirement to obtain prior
Shareholder approval. To this end, Resolution 3 seeks Shareholder ratification for the
issue of the Shares under and for the purposes of Listing Rule 7.4.
3.3
Technical information required by Listing Rule 14.1A
If Resolution 3 is approved, the Shares the subject of Resolution 3 will be treated as
if they were issued with the prior approval of Shareholders for the purposes of
calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the
number of Equity Securities it can issue without Shareholder ratification over the
12-month period following their issue.
If Resolution 3 is not approved by the requisite majority, the Shares the subject of
Resolution 3 will count towards the number of Equity Securities the Company can
issue without Shareholder approval pursuant to the 15% limit in Listing Rule 7.1,
effectively decreasing the number of Equity Securities the Company can issue
without Shareholder approval over the 12 month period following their issue.
3.4
Technical information required by Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information
is provided in relation to the Placement:
(a)
The names of the persons to whom the securities were issued
The Shares were issued to non-related party investors identified by the
Company, who were "Sophisticated Investors" within the meaning of
section 708(8) of the Corporations Act or other investors to whom the
Company may issue securities without a disclosure document pursuant to
section 708 of the Corporations Act (the Placement Participants). The
recipients were identified through a bookbuild process, which involved
the Company seeking expressions of interest to participate in the capital
raising from non-related parties of the Company.
In accordance with paragraph 7.4 of ASX Guidance Note 21, the
Company confirms that none of the recipients were:
(i)
related parties of the Company, members of the Company’s Key
12
Management Personnel, substantial holders of the Company,
advisers of the Company or an associate of any of these parties;
and
(ii)
(b)
issued more than 1% of the issued capital of the Company.
Number and class of securities issued
28,333,333 Shares issued were all fully paid ordinary shares in the capital
of the Company issued on the same terms and conditions as the
Company’s existing Shares.
(c)
Date of issue of Securities
The Shares were issued on 23 July 2025.
(d)
Price or consideration
The Shares were issued at an issue price of $0.006 per Share.
(e)
The purpose of the issue
Funds raised from the Placement will primarily be applied to:
(f)
3.5
(i)
Environmental and mining studies, and field work on the Golden
Pike Gold and Antimony Project; and
(ii)
general working capital.
A voting exclusion statement is included in the Notice.
Directors’ Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 3 as it will
refresh the Company’s issuing capacity under Listing Rule 7.1A and give the
Company the flexibility to raise additional capital through the offer and issue of
Equity Securities, if and as required.
4.
RESOLUTION 4: APPROVAL TO ISSUE PROPOSED PLACEMENT SHARES
4.1
General
Background
Resolution 4 seeks Shareholder approval for the issue of up to 200,000,000 Shares
(Proposed Placement Shares) pursuant to a placement (Proposed Placement).
The Shares will be issued under the Proposed Placement at an issue price which is
not less than 80% of the volume weighted average price for Shares calculated
over the five trading days on which trades in Shares are recorded on the ASX
immediately before the date on which the issue price is agreed by the Company
and the recipients of the relevant Proposed Placement Shares (Issue Price).
4.2
Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 1.2 above.
The proposed issue of the Proposed Placement Shares does not fall within any of
the exceptions to Listing Rule 7.1. Whilst the number of the Proposed Placement
13
Shares may not exceed the 15% limit in Listing Rule 7.1 at the time the Proposed
Placement is undertaken, the Company wishes to retain as much flexibility as
possible to issue additional Equity Securities into the future without having to obtain
Shareholder approval under Listing Rule 7.1. To do this, the Company is asking
Shareholders to approve the issue of the Proposed Placement Shares under Listing
Rule 7.1 so that it does not use up any of the 15% limit on the issue of Equity Securities
without shareholder approval set out in Listing Rule 7.1.
4.3
Information required by Listing Rule 14.1A
If Resolution 4 is passed, the Company will be able to proceed with the issue of
the Proposed Placement Shares. In addition, the issue of the Proposed Placement
Shares will be excluded in calculating the Company’s combined 25% limit in Listing
Rules 7.1 and 7.1A, effectively increasing the number of equity securities the
Company can issue without Shareholder approval over the 12-month period
following the date of issue of the Proposed Placement Shares.
If Resolution 4 is not passed, the Company will only be able to proceed with the
issue of the Proposed Placement Shares to the extent of its available capacity
under Listing Rule 7.1 and 7.1A at the time the Proposed Placement is undertaken.
The issue will reduce, to that extent, the Company’s capacity to issue Equity
Securities without Shareholder approval under Listing Rule 7.1 and 7.1A for 12
months following the issue.
As summarised in Section 3.2, under Listing Rule 7.1A, an eligible entity can seek
approval from its members, by way of a special resolution passed at its annual
general meeting, to increase the 15% limit in Listing Rule 7.1 by an extra 10% to 25%.
The Company obtained approval to increase its limit to 25% at the annual general
meeting held on 28 November 2024. It is noted that the Company’s ability to utilise
the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity
securities following this Meeting remains conditional on Resolution 3 being passed
at this Meeting. It is further noted that the approval of the additional 10%
placement capacity will expire on 28 November 2025 or the date of Company’s
next annual general meeting, whichever occurs first. The Company will be
required to seek re-approval of the ability to utilise the additional 10% capacity
provided for in Listing Rule 7.1A at the Company’s next annual general meeting.
4.4
Information required by Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information
is provided in relation to the Resolution 4:
(a)
The names of the persons to whom the securities will be issued to
The Proposed Placement Shares will be issued to:
(i)
professional and sophisticated investors who commit to
subscribe for Proposed Placement Shares made available
under the Proposed Placement; or
(ii)
one or more cornerstone investors who are secured and commit
to subscribe for all, or a large portion of, the Proposed Placement
Shares made available under the Proposed Placement; or
(iii)
a combination of both,
(the Proposed Placement Participants).
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(b)
Number and class of securities to be issued
The maximum number of Shares to be issued is 200,000,000. The Shares
issued will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company’s existing
Shares.
(c)
Date of issue
The Proposed Placement Shares will be issued no later than three months after
the date of the Meeting (or such later date to the extent permitted by any ASX
waiver of the Listing Rules).
(d)
Price or consideration
The issue price of the Shares will be not less than 80% of the volume weighted
average price for Shares calculated over the five trading days on which trades in
Shares are recorded on the ASX immediately before the date on which the issue
price is agreed by the Company and the recipients of the relevant Proposed
Placement Shares.
(e)
The purpose of the issue
The purpose of the issue is to raise funds to be used for the Company’s
Golden Pike Project in Canada and West Bryah Copper Project in
Western Australia and for working capital.
(f)
4.5
A voting exclusion statement is included in the Notice.
Directors’ Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 4 to
enable the Company to raise funds for its projects and working capital.
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G LO S S AR Y
$ means Australian dollars.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by
ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday,
Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a
business day.
Chair means the chair of the Meeting.
Company means Bryah Resources Limited (ACN 616 795 245).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Deed of Assignment and Assumption means the Deed of Assignment and Assumption
between Luke Innes as Trustee of the Luke Innes Services Trust (ABN 59 922 508 787), Bryah
Resources Limited (ACN 616 795 245) and West Coast Minerals Pt
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