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Notice of Extraordinary General Meeting

30 Mar 2017 11:28

RNS Number : 0329B
IronRidge Resources Limited
30 March 2017
 

30 March 2017

 

Notice of Extraordinary General Meeting

 

IronRidge Resources Limited ("IronRidge" or the "Company") advises that notice has been given calling an Extraordinary General Meeting of the Company to consider a number of resolutions in relation to the grant of options to the directors of the Company, the grant of bonus shares to certain directors of the Company and the disapplication of pre-emption rights.

 

A Notice of Meeting and Explanatory Memorandum convening an Extraordinary General Meeting ("EGM") of the Company at 10:00 am (Brisbane, Australia time) on Friday 28 April 2017 (the "Notice of EGM") will be sent to shareholders shortly.

 

Grant of options to directors

 

Ordinary resolutions will be will be proposed at the EGM seeking approval to issue options to directors of the Company as follows:

 

Number of options

Resolution 1 - Mr Mather

2,250,000

Resolution 2 - Mr Mascolo

4,500,000

Resolution 3 - Mr Crow

750,000

Resolution 4 - Mr Herbert

750,000

Resolution 5 - Mr van Aswegen

750,000

Resolution 6 - Mr McAdam

750,000

Resolution 7 - Mr Tsubaki

750,000

Total

10,500,000

 

Each of the options is exercisable at an exercise price of 60 pence and expires 24 months from the date of issue.

Grant of bonus shares to Nicholas Mather (Executive Chairman) and Vincent Mascolo (Chief Executive)

 

The Company is seeking shareholder approval to issue 239,926 shares to Mr Mather and 449,040 shares to Mr Mascolo as settlement of performance related bonuses due to Mr Mather and Mr Mascolo (in the amounts of Australian $47,822 and Australian$110,500 respectively) in respect of the two financial years ended 30 June 2015 and 2016, in the amount of $47,822.

 

 Disapplication of Pre-emptive Rights

 

Pursuant to Rule 6.3 of the Company's Constitution, the Company is seeking shareholder approval to authorise the Directors to allot and issue equity securities (as defined in the Constitution) for cash as if Rule 6.1 of the Company's Constitution did not apply to any such allotment provided that this authority shall be limited to the allotment and issue of 23,822,342 equity securities representing approximately 10 per cent of the issued share capital of the Company, and that this authority shall expire at the earlier of the conclusion of the next annual general meeting of the Company and the date twelve (12) months from the date of passing this resolution.

 

Related party transaction

 

The proposed grant of the Director Options constitutes a related party transaction as defined by the London Stock Exchange's AIM Rules for Companies.

 

As all of the Directors have an interest, either directly or indirectly, in the proposed grant of the Directors Options, there is no independent Director for the purpose of the related party transaction as defined by the AIM Rules for Companies.

 

The Company's nominated adviser, SP Angel Corporate Finance LLP, considers that the terms of the proposed grant of the Directors Options are fair and reasonable insofar as the Company's shareholders are concerned.

 

Shareholder Voting

 

All Shareholders registered as holding ordinary shares of the Company at 10 am (Brisbane, Australia time) on Wednesday 26 April 2017 are entitled to attend and vote at the EGM. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the EGM.

 

Full Notice of Meeting and Explanatory Memorandum

 

The Notice of Meeting and Explanatory Memorandum are in the process of being printed and despatched by the Company's share registry, Computershare. An electronic copy of the materials is available via the following link:

 

http://www.rns-pdf.londonstockexchange.com/rns/0329B_-2017-3-30.pdf

 

For any further information please contact:

 

IronRidge Resources Limited

Vincent Mascolo (Chief Executive Officer)

Tel: +61 7 3303 0610

Nicholas Mather (Executive Chairman)

Tel: +61 7 3303 0610

SP Angel Corporate Finance LLP

Tel: +44 (0)20 3470 0470

Nominated Adviser and Broker

Jeff Keating

Caroline Rowe

 

Yellow Jersey PR Limited

Charles Goodwin

Harriet Jackson

 

 

 Tel: +44 (0) 7544 275882

 

 

Notes to Editors:

IronRidge Resources is an AIM listed mineral exploration company with frontier assets in both Australia and West Africa, with two province scale projects in Gabon, and promising and advanced titanium and bauxite projects in Queensland Australia. IronRidge's corporate strategy is to create and sustain shareholder value through the discovery of world-class and globally demanded commodities.

 

Australia

Monogorilby is prospective for province scale titanium and bauxite with an initial maiden resource of 54.9MT of premium DSO bauxite Monogorilby is located in central Queensland, within a short trucking distance of the rail system leading north to the Port of Bundaberg. It is also located within close proximity of the active Queensland Rail network heading south towards the Port of Brisbane.

 

May Queen is located in Central Queensland within IRRs wholly owned Monogorilby license package and is highly prospective for gold. Historic drilling completed during the 1980s intersected multiple high-grade gold intervals including 2m @ 73.4 g/t Au (including 1m at 145g/t), 4m @ 38.8g/t Au (at end of hole) and 3m @ 18.9g/t Au, over an approximate 100m strike hosting numerous parallel vein systems, open to the north-west and south-east.

 

Wholly owned Quaggy contains highly anomalous platinum, palladium, nickel, cobalt and copper exploration targets and is located in Central Queensland within a short trucking distance of the dormant rail system to the Port of Bundaberg. It is also located within close proximity of the active Queensland Rail network heading south towards the Port of Brisbane.

 

Gabon

Tchibanga is located in south-western Gabon, in the Nyanga Province, within 10-60km of the Atlantic coastline. This project comprises two exploration licenses, Tchibanga and Tchibanga Nord, which cover a combined area of 3,396km2 and include over 90km of prospective lithologies and the historic Mont Pele iron occurrence.

 

Belinga Sud is Located in the north east of Gabon in the Ogooue-Ivindo Province, approximately 400km east of the capital city of Libreville. IRR's licence lies between the main Belinga Iron Ore Deposit, believed to be one of the world's largest untapped reserves of iron ore with an estimated 1bt of iron ore at a grade >60% Fe, and the route of the Trans Gabonese railway, which currently carries manganese ore and timber from Franceville to the Port of Owendo in Libreville.

 

Chad

The Company entered into an agreement with Tekton Minerals Pte Ltd of Singapore concerning its portfolio covering 1,400km2 of highly prospective gold and other mineral projects in Chad, Central Africa. Under the terms of the agreement, IronRidge currently owns 6% and has the right to acquire a total of 60% of Tekton, including its projects and team, to advance the Dorothe, Echbara and Am Ouchar licenses, which host multiple, potentially nation-building gold projects. Initial trenching results at Dorothe, including 14.12g/t Au over 4m, 34.1g/t over 2m and 63.2g/t over 1m, have defined significant gold mineralised quartz veining over a confirmed 1km strike at an average of 2m and up to 5m true width across multiple stacked vein zones up to 200m wide with new hard-rock artisanal workings potentially extending strike to >3km.

 

Ghana

The Company entered into conditional joint venture arrangements with Obotan Minerals Limited, Merlink Resources Limited and Barari Developments Limited of Ghana, West Africa, securing the first access rights to acquire the historical Egyasimanku Hill spodumene rich lithium resource, estimated to be in the order of 1.48Mt at 1.67% Li2O and surrounding tenements. The portfolio covers some 314km2 with a further identified 20km strike of pegmatite vein swarms, tenure package is also highly prospective for tin, tantalum, niobium and gold which occur as accessory minerals within the pegmatites and host formations.

 

Ivory Coast

The Company entered into conditional joint venture arrangements with Enchi Proci SA, Major Star, Gail Resources, Eburnea and Kestral Minerals of the Ivory Coast, West Africa; securing access rights to highly prospective gold mineralised structures and pegmatite occurrences covering a combined 3,510km2 and 400km2 area respectively. The projects are well located within access of an extensive bitumen road network and along strike from multi-million ounce gold projects and mines.

 

Corporate

IronRidge made its AIM debut in February 2015, successfully securing strategic alliances with three international companies; Assore Limited of South Africa, Sumitomo Corporation of Japan and DGR Global Limited of Australia. Assore is a high- grade iron, chrome and manganese mining specialist. Sumitomo Corporation is a global resources, mining marketing and trading conglomerate. DGR Global is a project generation and exploration specialist.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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