Orocobre Limited Notice of General Meeting and Explanatory Statement
The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered.
Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary of Terms as contained in the Explanatory Statement.
ORDINARY BUSINESS:
1. Ratification of Share Placement
To consider and, if thought fit pass the following as an ordinary resolution:
That, for the purpose of Listing Rule 7.4, and for all other purposes, Shareholders ratify and approve the issue by the Company of 15,218,742 shares at an issue price of $2.55 per share to sophisticated and professional investors pursuant to a share placement as described in the Explanatory Statement.
Voting Exclusion
The Company will disregard any votes cast on Resolution 1 by:
- a person who participated in the issue; and
- any associate of those persons.
However, the Company need not disregard a vote on Resolution 1 if:
- it is cast by a person as 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.
2. Approval of issue of shares to Mr James Calaway
To consider and, if thought fit, pass the following as an ordinary resolution:
That for the purposes of Chapter 10.11 of the ASX Listing Rules and for all other purpose shareholders approve the issue of 267,563 shares to Mr James Calaway.
Voting Exclusion
The Company will disregard any votes cast on Resolution 2 by:
- Mr Calaway; and
- any associate of Mr Calaway.
However, the Company need not disregard a vote on Resolution 2 if:
- it is cast by a person as 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.
3. Approval of issue of shares to Mr Richard Seville
To consider and, if thought fit, pass the following as an ordinary resolution:
That for the purposes of Chapter 10.11 of the ASX Listing Rules and for all other purpose shareholders approve the issue of 100,000 Shares to Mr Richard Seville.
Voting Exclusion
The Company will disregard any votes cast on Resolution 3 by:
- Mr Seville; and
- any associate of Mr Seville.
However, the Company need not disregard a vote on Resolution 3 if:
- it is cast by a person as 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.
4. Proposed Share Placement pursuant to underwriting of Share Purchase Plan
To consider and, if thought fit, pass the following as an ordinary resolution:
That for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the placement of up to 3,921,600 Shares to sophisticated and exempt investors as described in the Explanatory Statement.
Voting Exclusion
The Company will disregard any votes cast on Resolution 4 by:
- a 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 shares, if the respective resolution is passed; and
- any associate of those persons.
However, the Company need not disregard a vote on Resolution 4 if:
- it is cast by a person as 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.
By Order of the Board
Neil Kaplan
Company Secretary
11 February 2015
To view the explanatory statement, please visit:
http://media.abnnewswire.net/media/en/docs/ASX-ORE-842027.pdf
About Orocobre Limited:
Orocobre Ltd. is listed on the Australian Securities Exchange and Toronto Stock Exchange (ASX:ORE) (TSE:ORL), and is building a substantial Argentinian-based industrial minerals company through the construction and operation of its portfolio of lithium, potash and boron projects and facilities in the Puna region of northern Argentina. The Company is building in partnership with Toyota Tsusho Corporation the first large-scale, "greenfield" brine based lithium project in 20 years at its flagship Salar de Olaroz resource, with projected production of 17,500 tonnes per annum of low-cost battery grade lithium carbonate scheduled to commence at the end of Q2, 2014. The Company also wholly-owns Borax Argentina, an important regional borate producer. Orocobre is included in the S&P/ASX 300 Index and was named 2012 Mining Company of the Year by Argentine mining magazine Panorama Minero and the Fundacion para el Desarrollo de la Mineria Argentina ("Fundamin" or Foundation for Development of Argentina Mining).
Contact:
Orocobre Ltd.
E: mail@orocobre.com
www.orocobre.com.au