asx announcement

137 Pages·2012·5.22 MB·English

by  Lee Lee

ASX ANNOUNCEMENT

ASX:AWV 14 December 2012

Anova Metals Limited
ABN 20 147 678 779

Notice of Extraordinary General Meeting

Directors
Jon Parker –Chairman & NED
Tim Dobson – Managing Director
Allan Trench – NED
Please find attached a Notice of Extraordinary General Meeting
Mal James - NED
of the Shareholders of Anova Metals Limited to be held at 3pm on
Management
Tim Dobson – Managing Director 16 January 2013 at the University Club of Western Australia, and
Geoff Collis – GM Exploration which has been despatched to shareholders today.
Darren Crawte – Co. Secretary

Capital Structure The primary purpose of the meeting is to approve the Company’s
130.3m shares
acquisition of the Big Springs Gold Project in Nevada, announced
6.0m 25c, 2014 unlisted options
3.5m 30c, 2014 unlisted options to the market on 28 November 2012.
0.75m 30c, 2015 unlisted options

Cash at 30 November 2012 Any enquiries relating to the Extraordinary General Meeting should
$9.8million
be directed to:

Market cap at 12 December 2012
$9.25million

Darren Crawte

Company Secretary
For further information,
Ph: [phone]
please contact:

Tim Dobson
Managing Director

[email protected]
Tel: [phone]
ANOVA METALS LIMITED
ACN 147 678 779
NOTICE OF GENERAL MEETING

TIME: 3.00 pm (WST)
DATE: 16 January 2013
PLACE: Formal Dining Room
University Club of Western Australia
UWA M800, 35 Stirling Highway
Crawley
Western Australia

This Notice of General Meeting is an important document and requires your immediate
attention. Please read it carefully. If you are in doubt as to what you should do, please
consult your professional adviser.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to
contact the Company Secretary on ([phone].
CONTENTS PAGE
Notice of General Meeting (setting out the proposed Resolutions) 3
Explanatory Statement (explaining the proposed Resolutions) 6
Glossary 25
Schedule 1 – Terms and Conditions of the Performance Shares
Schedule 2 – BSP Shareholders
Schedule 3 – Geologist’s Report
Schedule 4 – Solicitors’ Report on Tenements
Schedule 5 – Investigating Accountants Report
Schedule 6 – Terms and Conditions of Options – Geoffrey Collis
Schedule 7 – Terms and Conditions of Options – Tim Dobson
Proxy Form
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The General Meeting of the Shareholders of Anova Metals Limited which this Notice of
General Meeting relates to will be held at 3.00 pm (WST) on 16 January 2013 at:
Formal Dining Room
University Club of Western Australia
UWA M800, 35 Stirling Highway
Crawley
Western Australia

VOTING IN PERSON
To vote in person, attend the General Meeting on the date and at the place set out
above.
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.
Further details on these changes are set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may
specify the way the proxy is to vote on a particular resolution and, if it does:
 the proxy need not vote on a show of hands, but if the proxy does so, the proxy
must vote that way (i.e. as directed); and
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 if the proxy has 2 or more appointments that specify different ways to vote on
the resolution – the proxy must not vote on a show of hands; and
 if the proxy is the chair of the meeting at which the resolution is voted on – the
proxy must vote on a poll, and must vote that way (i.e. as directed); and
 if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy
does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
 an appointment of a proxy specifies the way the proxy is to vote on a particular
resolution at a meeting of the Company's members; and
 the appointed proxy is not the chair of the meeting; and
 at the meeting, a poll is duly demanded on the resolution; and
 either of the following applies:
o the proxy is not recorded as attending the meeting;
o the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been
appointed as the proxy for the purposes of voting on the resolution at the meeting.
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NOTICE OF GENERAL MEETING
Notice is given that the General Meeting of Shareholders of Anova Metals Limited will be
held at The Formal Dining Room, University Club of Western Australia, UWA M800, 35
Stirling Highway, Crawley, Western Australia at 3.00 pm (WST) on 16 January 2013.

The Explanatory Statement provides additional information on matters to be considered
at the General Meeting. The Explanatory Statement and the Proxy Form are part of this
Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those
who are registered Shareholders of the Company on 16 January 2013 at 3.00 pm (WST).
Terms and abbreviations used in this Notice and Explanatory Statement are defined in
the Glossary.
AGENDA
1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES
To consider and if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, subject to and conditional on the passing of Resolutions 2 to 4, for
the purpose of ASX Listing Rule 11.1.2 and for all other purposes,
approval is given for the acquisition by the Company of Big Springs
Project Pty Ltd (Acquisition), and consequently the Big Springs Project,
on the terms and conditions set out in the Explanatory Statement and
consequently to make a change in the nature and scale of its
activities.”
Short Explanation: The proposed acquisition of Big Springs Project Pty Ltd, if successful, will
result in the Company indirectly acquiring 100% of the Big Springs Project in Nevada, USA. ASX
Listing Rule 11.1.2 requires the Company to seek shareholder approval where it proposes to
make a significant change to the nature or scale of its activities. Please refer to the
Explanatory Statement for details.
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person
who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the
resolution is passed and any associates of those persons. However, the Company need not
disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in
accordance with the directions on the Proxy Form, or, it is cast by the person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a direction on the
Proxy Form to vote as the proxy decides.
2. RESOLUTION 2 – CREATION OF NEW CLASS OF SECURITIES – PERFORMANCE SHARES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as a special resolution:
“That, subject to and conditional on the passing of Resolutions 1, 3 and
4, for the purposes of Section 246B of the Corporations Act, clause 3.7 of
the Constitution and for all other purposes, approval is given for the
Company to be authorised to issue Performance Shares on the terms
and conditions set out in the Explanatory Statement.”
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3. RESOLUTION 3 – ISSUE OF SHARES AND PERFORMANCE SHARES TO BSP
SHAREHOLDERS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, subject to and conditional on the passing of Resolutions 1, 2 and
4, for the purpose of ASX Listing Rule 7.1 and for all other purposes,
Shareholders approve and authorise the Directors to allot and issue:
(a) 20,000,000 Shares;
(b) 4,000,000 Tranche 1 Performance Shares;
(c) 13,000,000 Tranche 2 Performance Shares;
(d) 13,000,000 Tranche 3 Performance Shares; and
(e) 15,000,000 Tranche 4 Performance Shares,
to the shareholders of Big Springs Project Pty Ltd (or their respective
nominees), as part consideration for the Acquisition on the terms and
conditions in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by the BSP
Shareholders and any person who may obtain a benefit, except a benefit solely in the
capacity of a security holder, if the resolution is passed and any associates of those persons.
However, the Company need not disregard a vote if it is cast by a person as a proxy for a
person who is entitled to vote in accordance with the directions on the Proxy Form, or, it is cast
by the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
4. RESOLUTION 4 – ELECTION OF DIRECTOR NOMINATED BY BSP SHAREHOLDERS –
GREGORY WILLIAM FRY
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, subject to and conditional on the passing of Resolutions 1 to 3, for
the purposes of clause 11.7 of the Constitution and for all other
purposes, Gregory William Fry, a nominee of the BSP Shareholders, be
elected as a Director following completion of the Acquisition.”
5. RESOLUTION 5 – PLACEMENT – OPTIONS TO GEOFFREY COLLIS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes,
approval is given for the Company to allot and issue up to 1,500,000
Options to Geoffrey Collis on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person
who may participate in the proposed issue and a person who might obtain a benefit, except
a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed
and any associates of those persons. However, the Company need not disregard a vote if it is
cast by a person as a proxy for a person who is entitled to vote, in accordance with the
directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a
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person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as
the proxy decides.
6. RESOLUTION 6 – ISSUE OF OPTIONS TO RELATED PARTY – TIM DOBSON
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other
purposes, approval is given for the Company to allot and issue 4,500,000
Options to Tim Dobson (or his nominee) on the terms and conditions set
out in the Explanatory Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by
Tim Dobson (and his nominee) and any of their associates. However, the Company need not
disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directions on the Proxy Form, or, it is cast by the person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a direction on the
Proxy Form to vote as the proxy decides.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though
this Resolution is connected directly or indirectly with remuneration of a member of
the Key Management Personnel.
DATED: 14 DECEMBER 2012

BY ORDER OF THE BOARD

DARREN CRAWTE
COMPANY SECRETARY
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of the Shareholders of
the Company in connection with the business to be conducted at the General Meeting
to be held at The Formal Dining Room, University Club of Western Australia, UWA M800, 35
Stirling Highway, Crawley, Western Australia at 3.00 pm (WST) on 16 January 2013.
The purpose of this Explanatory Statement is to provide information which the Directors
believe to be material to Shareholders in deciding whether or not to pass the Resolutions
in the Notice of Meeting.
1. OVERVIEW
1.1 Background to Acquisition
The Company was incorporated on 2 December 2010 with the primary purpose
of operating as a specialist rare earths company to be spun out of Navigator
Resources Limited. On 16 May 2011, the Company was admitted to the Official
List of the ASX.
From the time it was listed on ASX, the Company has held a 25% joint venture
interest in the Cummins Range rare earths project located in 130km southwest of
Halls Creek in the East Kimberley region of Western Australia (Cummins Range
Project), and has been sole funding expenditure to earn a further 30% joint
venture interest.
In September 2011 the Company signed a binding heads of agreement to
acquire a 40% joint venture interest in the Malilongue rare earths project,
located in western Mozambique, Africa (Malilongue Project). The Company
acquired this 40% joint venture interest in December 2011 and has since that
time been sole funding expenditure to earn a further 15% joint venture interest.
On 20 March 2012, the Company released an announcement stating that it was
commencing a search to identify M&A opportunities that would provide the
Company with access to complementary projects with near term cashflow
potential.
On 9 October 2012, following a concept study on the potential to take Cummins
Range into commercial development, the Company announced that it was
disposing of its 25% joint venture interest in the Cummins Range Project and
reiterated its active pursuit of M&A opportunities that would position the
Company for future growth.
1.2 Acquisition of Big Springs Project
On 28 November 2012 the Company announced that it has agreed to acquire
100% of Big Springs Project Pty Ltd (ACN 160 875 418) (BSP) from the shareholders
of BSP (Acquisition).
MRG Copper LLC (MRG), a BSP subsidiary, has a conditional right to acquire 100
per cent of the Big Springs Gold Project, a package of gold mining claims in
Nevada, USA, from a subsidiary of Victoria Gold Corp (CVE: VIT) (VIT).
Completion of the Acquisition of BSP by Anova is conditional on the
simultaneous completion of MRG’s acquisition of the Big Springs Project. In this
way, the Company will acquire 100% of the Big Springs Project by acquiring BSP.
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The following agreements govern the Acquisition:
(a) an implementation agreement between BSP, MRG Copper LLC (a 100%
subsidiary of BSP (MRG)) and four key BSP Shareholders dated 27
November 2012 (Implementation Agreement);
(b) share sale agreements between the Company and each BSP
Shareholder dated on or around 27 November 2012 under which the
Company has a conditional right to acquire all of BSP’s issued shares
(Share Sale Agreements); and
(c) a binding terms sheet between MRG, VIT and VIT’s 100% subsidiary,
Gateway Gold (USA) Corp. (Gateway) dated 9 October 2012, as
amended by a letter of extension to binding terms sheet dated 9
November 2012 and an addendum and amendment to binding terms
sheet dated 26 November 2012 (collectively, Terms Sheet), under which
MRG has a conditional right to acquire 100% of the Big Springs Project.
These agreements are subject to a number of conditions, as summarised further
below.
This Notice of Meeting seeks the necessary shareholder approvals for the
Company to proceed with the Acquisition (Acquisition Resolutions).
1.3 Key Terms of the Acquisition
The key terms of the Acquisition are as follows.
(a) Cash Consideration: The Company will pay, on behalf of MRG, the
following amounts to VIT to complete MRG’s acquisition of the Big
Springs Project:
(i) on Completion, USD$2,000,000 cash;
(ii) 60 days after Completion, USD$2,000,000 cash; and
(iii) up to USD$2,000,000 cash as follows:
(A) USD$5,376.64 for each of 93 Mining Claims, as and
when those Mining Claims are duly re-staked by VIT
within 12 months of Completion, with USD$500,000
payable if all 93 Mining Claims are duly re-staked within
that period, and no cash payable for any of the Mining
Claims that are not duly re-staked within that period;
and
(B) up to USD$1,500,000 as follows:
(I) USD$1,500,000 upon VIT and MRG agreeing,
following a re-estimation of the potential
mineral resources available from the Big
Springs Project being undertaken by MRG (Re-
estimation), that there are mineral resources of
at least 1,187,658 ounces of gold in the Big
Springs Project;
(II) if VIT and MRG agree, following the Re-
estimation, that there are less than 700,000
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ounces of gold available from the Big Springs
Project, then none of the USD$1,500,000 is
payable;
(III) if VIT and MRG agree, following the Re-
estimation, that there are between 700,000
and 1,187,658 ounces of gold available from
the Big Springs Project, a pro rata proportion of
USD$1,500,000 is payable calculated as follows:
Payment = $1.5 million x (Agreed Ounces -
700,000 oz) / 487,658); and
(IV) USD$1,500,000 if MRG does not complete the
Re-estimation within 180 days of Completion.
(b) Equity Consideration: On Completion, the Company will issue to the BSP
Shareholders, in proportion to their BSP shareholding (as detailed in
Schedule 2), an aggregate total of:
(i) 20,000,000 Shares;
(ii) 45,000,000 Performance Shares vesting as follows:
(A) 4,000,000 Tranche 1 Performance Shares will convert
into 4,000,000 Shares (70% subject to 12 months
voluntary escrow from date of issue) if the Company
within a period of 18 months from the date of issue of
the Performance Shares delineates at least a JORC
Code Inferred Mineral Resource of at least 600,000
ounces of gold within the area of the Big Springs
Project (Milestone 1); and
(B) 13,000,000 Tranche 2 Performance Shares will convert
into 13,000,000 Shares (70% subject to 12 months
voluntary escrow from date of issue) if the Company
within a period of 18 months from the date of issue of
the Performance Shares delineates at least a JORC
Code Inferred Mineral Resource of at least 800,000
ounces of gold within the area of the Big Springs Project
(Milestone 2);
(C) 13,000,000 Tranche 3 Performance Shares will convert
into 13,000,000 Shares (70% subject to 12 months
voluntary escrow from date of issue) if the Company
within a period of 18 months from the date of issue of
the Performance Shares delineates at least a JORC
Code Inferred Mineral Resource of at least 1 million
ounces of gold within the area of the Big Springs Project
(Milestone 3); and
(D) 15,000,000 Tranche 4 Performance Shares will convert
into 15,000,000 Shares (50% subject to voluntary
escrow from date of issue until earlier of 24 months or
regulatory approval to mine the Project) if the
Company within a period of 24 months from the date
of issue of the Performance Shares delineates at least a
JORC Code Probable Ore Reserve of at least 75,000
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