Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
DALAROO METALS LTD
ACN 648 476 699
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 2:00 PM (AWST)
DATE: 13 July 2026
PLACE: Level 1, 389 Oxford Street, Mount Hawthorn WA 6016
The business of the Meeting affects your shareholding and your vote is important.
This Notice 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
5:00pm (AWST) on 11 July 2026.
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B U S I N ES S OF TH E M EE T I N G
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 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 7.4 and for all other purposes, Shareholders
ratify the issue of 19,066,667 Shares to Placement Participants, on the terms and
conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT OPTIONS
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, Shareholders
ratify the issue of 9,533,333 Options to Placement Participants on the terms and
conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF LEAD MANAGER OPTIONS TO 62 CAPITAL
PTY LTD
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, Shareholders
ratify the issue of 4,000,000 Options to 62 Capital Pty Ltd (or its nominee(s)) on the
terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SECURITIES TO BILAL AHMAD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 2,666,667
Shares and 1,333,333 Options to Bilal Ahmad (or his nominee(s)) on the terms and
conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SECURITIES TO TIM WITHER
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 266,667
Shares and 133,333 Options to Tim Wither (or his nominee(s)) on the terms and
conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SECURITIES TO FAHEEM
AHMED
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 1,333,333
Shares and 666,667 Options to Faheem Ahmed (or their nominee(s)) on the terms
and conditions set out in the Explanatory Statement.”
Dated: 12 June 2026
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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:
However, this does not apply to a vote cast in favour of the Resolution by:
(a) 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
(b) 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
(c) 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.
Resolution 1 - Ratification of
Prior Issue of Shares under
Listing Rule 7.1A
Placement Participants (or their nominee(s)) or any other person who
participated in the issue or an associate of that person or those persons.
Resolution 2 - Ratification of
Prior Issue of Tranche 1
Placement Options
Placement Participants (or their nominee(s)) or any other person who
participated in the issue or an associate of that person or those persons.
Resolution 3 - Ratification of
Prior Issue of Tranche 1 Lead
Manager Options to 62 Capital
Pty Ltd
62 Capital Pty Ltd (or its nominee(s)) or any other person who participated in
the issue or an associate of that person or those persons.
Resolution 4 - Approval to
Tranche 2 Placement
Securities to Bilal Ahmad
Bilal Ahmad (or his nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of the securities (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.
Resolution 5 - Approval to
Tranche 2 Placement
Securities to Tim Wither
Tim Wither (or his nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of the securities (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.
Resolution 6 – Approval to
Tranche 2 Placement
Securities to Faheem Ahmed
Faheem Ahmed (or his nominee(s)) and any other person who will obtain a
material benefit as a result of the issue of the securities (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.
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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 or more votes may appoint two proxies and
may specify the proportion or number of votes each proxy is appointed to exercise. If the
Shareholder appoints two 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.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the
Company Secretary on +61 8 6185 2004.
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E X PL A N A T O R Y S T A T EM 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. BACKGROUND TO RESOLUTIONS 1 TO 6
As announced on 5 May 2026, the Company has received firm commitments from
institutional, sophisticated, and professional investors (Placement Participants) and
Directors to raise $1,750,000 (before costs) via a placement of 23,333,333 Shares at an
issue price of $0.075 per Share (Placement).
Pursuant to the terms of the Placement, the Company has agreed to issue Placement
Participants one (1) free attaching Option for every two (2) Shares subscribed for and
issued under the Placement. Options issued under the Placement will be exercisable at
$0.10 each on or before 27 May 2031.
Securities under the Placement have been, or are proposed to be, issued as follows:
(a) 19,066,667 Shares were issued to Placement Participants on 27 May 2026
pursuant to the Company’s available Listing Rule 7.1A placement capacity
(ratification of which is the subject of Resolution 1;
(b) 9,533,333 free attaching Options issued were issued to Placement Participants
on 27 May 2026 pursuant to the Company’s available Listing Rule 7.1 placement
capacity (ratification of which is the subject of Resolution 2); and
(c) an aggregate of 4,266,666 Shares and 2,133,333 free attaching Options to be
issued to Messrs Ahmad, Wither and Ahmed (or their nominees) subject to
Shareholder approval (being the subject of Resolutions 4 to 6).
1.2 Use of Funds
Funds raised under the Placement will be used to accelerate exploration across its high-
priority gold and critical minerals portfolio in Cote d Ivoire and Greenland.
1.3 Lead Manager
The Company engaged 62 Capital Pty Ltd (62 Capital) to act as lead manager to the
Placement pursuant to a lead manager mandate dated 30 April 2026
(62 Capital Mandate).
Pursuant to the 62 Capital Mandate, in consideration for lead manager services provided
in respect of the Placement, the Company agreed to:
(a) pay a capital raising fee of 6.0% plus GST on the funds raised by the Lead
Manager; and
(b) issue 4,000,000 Options, on the same terms as Options issued under the
Placement pursuant to the Company’s available Listing Rule 7.1 placement
capacity (ratification of which is the subject of Resolution 3).
The 62 Capital Mandate otherwise contains terms which are standard for an agreement
of this nature.
2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SECURITIES
UNDER LISTING RULE 7.1A
2.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the
issue of 19,066,667 Shares at an issue price of $ 0.075 per Placement Share, to raise
$1,430,000. The Shares were issued on 27 May 2026 pursuant to the Company’s capacity
under Listing Rule 7.1A.
2.2 Listing Rules 7.1 and 7.1A
Broadly speaking, and 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
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shareholders over any 12-month period to 15% of the fully paid ordinary securities it had
on issue at the start of that 12-month period.
Under Listing Rule 7.1A however, 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 this approval at its annual general
meeting held on 25 November 2025.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has
not yet been approved by Shareholders, it effectively uses up part of the 25% limit in
Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity
securities without Shareholder approval under Listing Rule 7.1 for the 12 month period
following the date of the issue.
2.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity
securities after it has been made or agreed to be made. If they do, the issue is taken to
have been approved under 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 Company wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval for such issues
under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification
pursuant to Listing Rule 7.4 for the issue.
2.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue 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 the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s
10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities that
the Company can issue without Shareholder approval over the 12-month period
following the date of the issue.
2.5 Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons
were identified/selected
Professional and sophisticated investors who were
identified through a bookbuild process, which involved
62 Capital seeking expressions of interest to participate in
the capital raising from non-related parties of the
Company.
The Company confirms that no Material Persons were
issued more than 1% of the issued capital of the Company.
Number and class of
Securities issued
19,066,667 Shares were issued.
Terms of Securities The Shares were fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities were
issued
27 May 2026.
Price or other
consideration the
Company received for
the Securities
$0.075 per Share.
Purpose of the issue, Refer to Section 1.2 for details of the proposed use of
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REQUIRED INFORMATION DETAILS
including the intended
use of any funds raised
by the issue
funds.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1 or 7.1A.
3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT OPTIONS
3.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the
issue of 9,533,333 free attaching Options to Placement Participants. The Options were
issued on 27 May 2026 pursuant to the Company’s capacity under Listing Rule 7.1.
The Options issued to the Placement Participants are exercisable at $0.10 each on or
before 27 May 2031 and otherwise on the terms set out in Schedule 1.
3.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
3.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity
securities after it has been made or agreed to be made. If they do, the issue is taken to
have been approved under 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 Company wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval for such issues
under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification
pursuant to Listing Rule 7.4 for the issue.
3.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company
can issue without Shareholder approval over the 12-month period following the date of
the issue.
If this Resolution is not passed, the issue will be included in calculating the
Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity
securities that the Company can issue without Shareholder approval over the 12-month
period following the date of the issue.
3.5 Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons were
identified/selected
Professional and sophisticated investors who were identified
through a bookbuild process, which involved
62 Capital Pty Ltd seeking expressions of interest to
participate in the capital raising from non-related parties of
the Company.
The Company confirms that no Material Persons were issued
more than 1% of the issued capital of the Company.
Number and class of
Securities issued
A total of 9,533,333 Options were issued on the basis of one
(1) free attaching Option for every two (2) Shares subscribed
for and issued to Placement Participants under the
Placement (rounded up for fractional entitlements).
Terms of Securities The Options were issued on the terms and conditions set out
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REQUIRED INFORMATION DETAILS
in Schedule 1.
Date(s) on or by which the
Securities were issued
27 May 2026.
Price or other
consideration the
Company received for the
Securities
$0.075 per Share and nil per Option as the Options were
issued free attaching with the Shares on a 1:2 basis.
Purpose of the issue,
including the intended
use of any funds raised by
the issue
Refer to Section 1.2 for details of the proposed use of funds.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.
4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF LEAD MANAGER OPTIONS TO 62 CAPITAL
PTY LTD
4.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the
issue of 4,000,000 Options to 62 Capital on 27 May 2026 in consideration for lead
manager services provided to the Company in connection with the Placement.
The Options issued to 62 Capital are exercisable at $0.10 each on or before 27 May 2031
and otherwise on the terms set out in Schedule 1.
4.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has
not yet been approved by Shareholders, it effectively uses up part of the 15% limit in
Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities
without Shareholder approval under Listing Rule 7.1 for the 12 month period following the
date of the issue.
4.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 2.3 above.
The Company wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval for such issues
under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification
pursuant to Listing Rule 7.4 for the issue.
4.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company
can issue without Shareholder approval over the 12-month period following the date of
the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s
15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the
Company can issue without Shareholder approval over the 12-month period following
the date of the issue.
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4.5 Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons
were identified/selected
62 Capital.
Number and class of
Securities issued
4,000,000 Options were issued.
Terms of Securities The Options were issued to 62 Capital on the terms and
conditions set out in Schedule 1.
Date(s) on or by which
the Securities were
issued.
27 May 2026.
Price or other
consideration the
Company received for
the Securities
The Options were issued at a nil issue price, in consideration
for lead manager services provided by 62 Capital in
connection with the Placement.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
The purpose of the issue was to satisfy the Company’s
obligations under the 62 Capital Mandate.
Summary of material
terms of agreement to
issue
The Options are being issued under the 62 Capital
Mandate, a summary of the material terms of which is set
out in Section 1.3.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.
5. RESOLUTIONS 4 TO 6 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SECURITIES TO THE
DIRECTORS
5.1 General
Resolutions 4 to 6 seek Shareholder approval for purposes of Listing Rule 10.11 for the issue
of an aggregate of 4,266,666 Placement Shares and 2,133,333 Placement Options to Bilal
Ahmad, Tim Wither and Faheem Ahmed (or their nominee(s)) on the terms and
conditions set out below to enable the Directors to participate in the Company’s capital
raising activities on the same terms as the unrelated Placement Participants.
Further details in respect of the intended participation of the Directors are set out in the
table below.
RECIPIENT RESOLUTION SHARES OPTIONS FUNDS RAISED
Bilal Ahmad 4 2,666,667 1,333,333 $200,000
Tim Wither 5 266,667 133,333 $20,000
Faheem Ahmed 6 1,333,333 666,667 $100,000
Total 4,266,666 2,133,333 $320,000
5.2 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that
the public company controls, to give a financial benefit to a related party of the public
company, the public company or entity must:
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(a) obtain the approval of the public company’s members in the manner set out in
sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to
216 of the Corporations Act.
The issue constitutes giving a financial benefit and Messrs Ahmad, Wither and Ahmed are
each related parties of the Company by virtue of being Directors.
The Directors (other than Bilal Ahmad who has a material personal interest in Resolution 4)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of the issue because the Securities will be issued to Bilal Ahmad (or his
nominee(s)) on the same terms as Securities issued to non-related party participants in
the Placement and as such the giving of the financial benefit is on arm’s length terms.
The Directors (other than Tim Wither who has a material personal interest in Resolution 5)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of the issue because the Securities will be issued to Tim Wither (or his
nominee(s)) on the same terms as Securities issued to non-related party participants in
the Placement and as such the giving of the financial benefit is on arm’s length terms.
The Directors (other than Faheem Ahmed who has a material personal interest in
Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the
Corporations Act is not required in respect of the issue because the Securities will be
issued to Faheem Ahmed (or his nominee(s)) on the same terms as Securities issued to
non-related party participants in the Placement and as such the giving of the financial
benefit is on arm’s length terms.
5.3 Section 195(4) of the Corporations Act
Section 195 of the Corporations Act provides that a director of a public company may
not vote or be present during meetings of directors when matters in which that director
holds a “material personal interest” are being considered, except in certain limited
circumstances. Section 195(4) relevantly provides that if there are not enough directors
to form a quorum for a directors meeting because of this restriction, one or more of the
directors may call a general meeting and the general meeting may pass a resolution to
deal with the matter.
It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to
be the case) that, with the exception of Joshua Gordon, all of the Directors comprising
the Board have a material personal interest in the outcome of Resolutions 4 to 6. If each
does have such an interest, then a quorum could not be formed to consider the matters
contemplated by Resolutions 4 to 6 at Board level.
Accordingly, for the avoidance of any doubt, and for the purpose of transparency and
best practice corporate governance, the Company also seeks Shareholder approval for
Resolutions 4 to 6 for the purposes of section 195(4) of the Corporations Act in respect of
the reliance on the arm’s length terms exception and the decision not to seek
Shareholder approval under Chapter 2E of the Corporations Act.
5.4 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a
listed company must not issue or agree to issue equity securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or
agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or
agreement, a substantial (10%+) holder in the company and who has
nominated a director to the board of the company pursuant to a relevant
agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
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10.11.5 a person whose relationship with the company or a person referred to in
Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or
agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in
Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule
10.11.
5.5 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issue
within one month after the date of the Meeting (or such later date as permitted by any
ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is
not required for the issue (because approval is being obtained under Listing Rule 10.11),
the issue will not use up any of the Company’s 15% annual placement capacity.
If these Resolutions are not passed, the Company will not be able to proceed with the
issue and the Company will not raise any further funds under the Placement.
5.6 Technical Information required by Listing Rule 10.13
REQUIRED INFORMATION DETAILS
Name of the person to
whom Securities will be
issued
The proposed recipients of the Securities are set out in
Section 5.1 above.
Categorisation under
Listing Rule 10.11
Each of the proposed recipients falls within the category
set out in Listing Rule 10.11.1 as they are a related party of
the Company by virtue of being a Director.
Any nominee(s) of the proposed recipients who receive
Securities may constitute ‘associates’ for the purposes of
Listing Rule 10.11.4.
Number of Securities and
class to be issued
The maximum number of Securities to be issued (being the
nature of the financial benefit proposed to be given) and
the allocation between the recipients is set out in the table
included at Section 5.1 above.
Terms of Securities The Shares 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.
The Options will be issued on the terms and conditions set
out in Schedule 1.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Securities within 5
Business Days of the Meeting. In any event, the Company
will not issue any Securities later than one month after the
date of the Meeting (or such later date to the extent
permitted by any ASX waiver or modification of the Listing
Rules).
Price or other
consideration the
Company will receive for
the Securities
$0.075 per Share and nil per Option as the Options will be
issued free attaching with the Shares on a 1:2 basis.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of
funds.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
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G L O S S AR Y
$ means Australian dollars.
ASIC means the Australian Securities & Investments Commission.
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 Dalaroo Metals Ltd (ACN 648 476 699).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the
Australian Accounting Standards Board and means those persons having authority and
responsibility for planning, directing and controlling the activities of the Company, or if the
Company is part of a consolidated entity, of the consolidated entity, directly or indirectly,
including any director (whether executive or otherwise) of the Company, or if the Company is part
of a consolidated entity, of an entity within the consolidated group.
Listing Rules means the Listing Rules of ASX.
Material Person means a related party of the Company, member of the Key Management
Personnel, substantial holder of the Company, adviser of th
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