OEX.L Regulatory News (OEX)

ASX-AIM Announcement

15 June 2020

ASX: OEXAIM: OEX

Oilex Limited (ACN 063 613 730) ("Company") advises that it is sending to shareholders an addendum ("Addendum") to the Notice of General Meeting dated 26 May 2020 in regard to the General Meeting to be held at Leederville Function Centre, 246 Vincent Street, Leederville, Western Australia on Tuesday, 30 June 2020 at 10.00am (WST).

Pursuant to the Addendum, references to Republic in Resolution 7 of the Notice of General Meeting are replaced with 'Republic, Novum Securities and TH Investments Pte Ltd'. The amendment follows on from the Company's announcement of 27 April 2020 where it advised that it had arranged a £250,000 equity capital raising with Republic, of which £200,000 was to be issued under the Company's existing ASX Listing Rule 7.1 capacity.

Of the initial issue of £200,000, Republic subsequently acted as principal for £80,000, with the remaining issue being to Novum Securities for £20,000 and TH Investments Pte Ltd for £100,000.

A Proxy Form, which remains unchanged, also accompanies the Addendum and will be provided to all shareholders.

Shareholders are advised that:

Proxy Forms must be returned to the Company no later than 10:00am (WST) on Sunday 28 June 2020. Proxy Forms received later than this time will be invalid.

For further information please contact the Company Secretary on +61 8 9485 3200.

Mark Bolton

Executive Director and Company Secretary

For further information, please contact:

OILEX Limited

(ACN 078 652 632)

Oilex Limited (ACN 063 613 730) ("Company") hereby gives notice to shareholders of the Company ("Shareholders") that, in relation to the Notice of General Meeting dated 26 May 2020 ("Notice of Meeting") to be considered at the General Meeting to be held at Leederville Function Centre, 246 Vincent Street, Leederville, Western Australia on Tuesday, 30 June 2020 at 10.00am (WST). ("Meeting"), the directors of the Company ("Directors") have resolved to amend Resolution 7 of the Notice of Meeting and the information contained in the explanatory statement ("Explanatory Statement") provided to Shareholders in relation to the Notice of Meeting.

The Directors to advise that the Shares which were issued and for which ratification is sought were issued to include the fact that shares were issued to Republic, Novum Securities and TH Investments Pte Ltd and not just to Republic as indicated in the resolution. As such, the Directors wish to amend Resolution 7 of the Notice of Meeting and the information contained in the Explanatory Statement provided to Shareholders.

Definitions in this addendum to the Notice of Meeting ("Addendum") have the same meaning as those in the Notice of Meeting unless otherwise provided for. This Addendum is supplemental to the Notice of Meeting and should be read in conjunction with the Notice of Meeting. Save for the amendments to Resolution 7 of the Notice of Meeting and the information contained in the Explanatory Statement set out below, all Resolutions and the Explanatory Statement in the Notice of Meeting remain unchanged.

Proxy Forms

Annexed to this Addendum is a replacement Proxy Form. The Company confirms that but for Resolution 7, no changes have been made to the Proxy Form previously dispatched to Shareholders with the Notice of Meeting.

Shareholders are advised that:

· If you have already voted and wish to vote on Resolution 7 or otherwise change your proxy vote, please complete and return the new Proxy Form accompanying the Addendum.

· If you have already voted and do not wish to vote on Resolution 7 or otherwise change your proxy vote, you do not need to take any action. The Proxy Form you previously submitted remains valid.

· If you have not returned a Proxy Form, please complete and return the new Proxy Form accompanying the Addendum.

To vote in person, please attend the Meeting at the time, date and place set out above.

Business

Resolution 7 of the Notice of Meeting is amended as follows:

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the following:

"That under and for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve the issue of 222,222,222 Second Placement Shares at £0.0009 to Republic, Novum Securities and TH Investments Pte Ltd on the terms and conditions in the Explanatory Memorandum."

BY ORDER OF THE BOARD

Mark Bolton

Executive Director

Oilex Ltd

Dated: 15 June 2020

Enquiries

Shareholders are required to contact the Company Secretary on 08 9485 3200 if they have any queries in respect of the matters set out in this Addendum. 

Section 9 of the Explanatory Memorandum is deleted and replaced with the Following.

9.1 Background

On 15 March 2020, the Company announced that it had entered an equity capital raising to secure further funding from Republic, Novum Securities and TH Investments Pte Ltd of £0.25 million (A$0.5 million) (Second Placement) through the subscription of 227,272,727 new shares at GBP 0.11 pence (0.2190 AUD cents) per share.

On 23 April 2020, as a result of the oil price falling dramatically, the Company announced that it was varying the terms of the Second Placement and that the Company would now issue 277,777,778 new shares at GBP 0.09 pence (0.1792 AUD cents) per share (Second Placement Shares). The Company issued 88,888,889 Second Placement Shares to Republic, 22,222,222 Second Placement Shares to Novum Securities and 111,111,111 Second Placement Shares to TH Investments Pte Ltd on 26 May 2020 under its existing ASX Listing Rule 7.1 capacity with the issue of the remaining 55,555,556 shares subject to shareholder approval under ASX Listing Rule 7.1 on or before 30 June 2020.

9.2 General

Resolution 7 seeks Shareholder approval under and for the purposes of Listing Rule 7.4 for the ratification of the issue the 222,222,222 Second Placement Shares issued on 15 May 2020.

9.3 Listing Rule 7.1

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 shareholders over a 12 month period to15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Second Placement Shares does not fall within any of those exceptions and, as it has not been approved by the Company's 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 months following the date of issue of the Second Placement Shares.

9.4 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 has been 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 into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

If Resolution Number 7 is passed, the issue of the Second Placement Shares will be excluded in 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 12 month period following the date of issue of the Second Placement Shares.

If Resolution Number 7 is not passed, the issue of the Second Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue of the Second Placement Shares.

9.5 Specific information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the issue of the Second Placement Shares:

(a) a total of 222,222,222 Second Placement Shares were issued; the 222,222,222 Second Placement Shares were issued at GBP 0.09 pence (0.1792 AUD cents) per share on 15 May 2020;

(b) the Second Placement Shares rank pari passu and are on the same terms as existing shares on issue;

(c) the Second Placement Shares were issued to Republic, Novum Securities and TH Investments Pte Ltd, who are not related parties of the Company;

(d) £0.25 million (A$0.5 million) was raised from the issue of the Second Placement Shares and the funds will be applied towards the working capital and corporate requirements of the Company; and

(e) a voting exclusion statement is included in the Notice.

9.6 Additional information

(a) Resolution 7 is an ordinary resolution.

(b) The Board unanimously recommends that Shareholders vote in favour of Resolution 7.

(c) The Chair intends to exercise all available proxies in favour of Resolution 7."