22 Oct 2010 07:00
Scotgold Resources Limited ("Scotgold" or the "Company")
Notice of Annual General Meeting
Explanatory Statement
Proxy Form
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Members of Scotgold Resources Limited will be held on Tuesday 23 November 2010 commencing at 11.00am at Perth Flying Squadron Yacht Club, The Esplanade, Dalkeith WA.
The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered.
Agenda
Ordinary Business
1. Accounts and Reports
To receive and consider the Financial Report of the Company and of the consolidated entity for the year ended 30 June 2010, together with the reports by directors and auditors thereon.
2. Resolution 1 - Adoption of Remuneration Report
To consider and if thought fit, to pass the following ordinary resolution:
"That the Remuneration Report included in the Annual Report for the financial year ended 30 June 2010 be adopted."
The vote on this resolution is advisory only and does not bind the directors of the Company.
3. Resolution 2 - Re Election of Director (Mr S Sadleir)
To consider and if thought fit, to pass the following ordinary resolution:
"That Mr S Sadleir, who retires by rotation in accordance with the Company's Constitution and being eligible, is hereby re- elected as a director of the Company."
4. Resolution 3 - Re Election of Director (Mr A Davey)
To consider and if thought fit, to pass the following ordinary resolution:
"That Mr A Davey, who retires by rotation in accordance with the Company's Constitution and being eligible, is hereby re- elected as a director of the Company."
5. Resolution 4 - Ratification of Placement - 24 February 2010
To consider and if thought fit, to pass the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 15,300,000 fully paid ordinary shares in the capital of the Company at an issue price of $0.0778, to clients of Westhouse Securities Limited as noted in the Explanatory Statement accompanying this Notice of General Meeting and otherwise on the basis set out therein, is ratified and approved."
Scotgold will disregard any votes cast on this resolution by the parties who participated in the issue as noted in the Explanatory Statement and any associate of them. However, Scotgold need not disregard a vote 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.
For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 7.00pm EST on 21 November 2010. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the annual general meeting.
Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of Annual General Meeting.
By order of the Board
Mr P Newcomb
Company Secretary
22 October 2010
United Kingdom:
| Scotgold Resources Limited | Westhouse Securities Limited | Bankside Consultants |
| Chris Sangster (CEO) | Richard Baty / Petre Norton | Simon Rothschild / Louise Mason |
| Tel: +44 (0)1838 400 306 | Tel: +44 (0)20 7601 6100 | Tel +44 (0)20 7367 8888 |
Australia:
| Scotgold Resources Limited | Professional Public Relations |
| Shane Sadleir (Non-Executive Director) | Karen Oswald |
| Tel: +61 (8) 9428 2950 Mobile: +61 (0) 411 704 498 | Tel: +61 (8) 9388 0944 Mobile: +61 (0) 423 602 353 |
Explanatory Statement
1. INTRODUCTION
This Explanatory Statement has been prepared for the information of members of Scotgold Resources Limited ("Scotgold") in connection with the business to be conducted at the Annual General Meeting of Members to be held on Tuesday 23 November 2010 commencing at 11.00am at Perth Flying Squadron Yacht Club, The Esplanade, Dalkeith WA.
This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of Annual General Meeting.
Shareholders should note that all the directors approved the proposal to put the resolutions to shareholders as outlined in the Notice of General Meeting and to prepare this Explanatory Statement.
2. 2010 ANNUAL REPORT
In accordance with the requirements of the Company's Constitution and the Corporations Act, the 2010 Annual Report will be tabled at the annual general meeting. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report.
Representatives from the Company's auditors, HLB Mann Judd, will be present to take shareholders' questions and comments about the conduct of the audit and the preparation and content of the audit report.
3. ADOPTION OF REMUNERATION REPORT - Resolution 1
The Annual Report for the financial year ended 30 June 2010 contains a Remuneration Report, which forms part of the Directors' Report and sets out the remuneration policy for the Company and its controlled entities, and reports the remuneration arrangements in place for executive directors, senior management and non-executive directors.
The Corporations Act 2001 requires listed companies to put an annual non-binding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, this vote will be advisory only, and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when considering the Company's remuneration policy.
4. RE-ELECTION OF DIRECTORS - Resolutions 2 and 3
In accordance with the requirements of the Company's Constitution and the Corporations Act 2001, one-third of the directors of the Company retire from office at this annual general meeting of the Company and, being eligible, may offer themselves for re-election.
Mr Shane Sadleir and Mr Adam Davey retire by rotation and offer themselves for re-election.
5. RATIFICATION OF PLACEMENT - 24 February 2010 - Resolution 4
Resolution 4 of the Notice of Annual General Meeting proposes the ratification for the issue and allotment of 15,300,000 Shares, thereby satisfying the requirements of ASX Listing Rule 7.4.
ASX Listing Rule Requirements
ASX Listing Rule 7.1 provides that prior approval of the shareholders of the Company is required to an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months without shareholder approval, exceed 15% of the number of securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 allows the Company to seek the ratification of Shareholders to a prior issue of securities made without approval under Listing Rule 7.1, provided the issue did not breach Listing Rule 7.1, thereby enabling the company to issue further equity securities without exceeding the 15% in 12 months limitation.
Shareholder approval is sought so as to refresh Scotgold's 15% equity security placement limit pursuant to ASX Listing Rule 7.1.
In compliance with the information requirements of ASX Listing Rule 7.5 members are advised of the following particulars in relation to the placement:
(a) Number of securities allotted:
15,300,000 Shares
(b) Price at which the securities were issued:
A$0.0778 per Share (£0.046)
(c) Terms of the securities:
The Shares rank equally in all respects with the existing Shares on issue.
(d) Names of the allottees:
The allottees were sophisticated and professional investor clients of Westhouse Securities Limited. None of the allottees are related parties of the Company.
(e) Use of funds raised:
The proceeds of the placement are being used to assist in the project development of the Cononish mine, exploration at Cononish East, Beinn Udlaidh, Auch and other licence areas and for general working capital
6. DEFINITIONS
| $ | means Australian dollars. All amounts in this Explanatory Statement are in Australian dollars unless otherwise stated. |
| £ | means pounds sterling |
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| ASX | means ASX Limited. |
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| ASX Listing Rules or Listing Rules | means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX. |
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| Scotgold or the Company | means Scotgold Resources Limited (ABN 42 127 042 773). |
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| Directors | means the directors of the Company. |
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| Official Quotation: | has the same meaning as in the ASX Listing Rules. |
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| Share | means a fully paid ordinary share in the capital of Scotgold. |
Proxy Form
The Secretary
Scotgold Resources Limited
63 Lindsay Street,
Perth WA 6000
I/We (full name) _________________________________________________________________
of_____________________________________________________________________________
being a member(s) of Scotgold Resources Limited, hereby appoint as my/our proxy
______________________________________________________________________________
of_____________________________________________________________________________
or, failing him/her the Chairperson of the Meeting, to attend and vote for me/us at the annual general meeting of the Company to be held at 11.00am on 23 November 2010 and at an adjournment thereof in respect of __________% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.
The Chairman intends to vote all undirected proxies in favour of resolutions 1, 2, 3 and 4.
Resolutions
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| For | Against | Abstain |
| 1 | Adoption of Remuneration Report | ¨ | ¨ | ¨ |
| 2 | Re-Election of Director - Mr S Sadleir | ¨ | ¨ | ¨ |
| 3 | Re-Election of Director - Mr A Davey | ¨ | ¨ | ¨ |
| 4 | Ratification of Placement | ¨ | ¨ | ¨ |
If the member is an individual or joint holder:
____________________________________________________________
Usual Signature Usual Signature
Dated this day of 2010.
If the member is a Company:
Signed in accordance with the constitution of the company (affix common seal if applicable)
________________________________ ________________________ _________________________
Director/Sole Director Director/Secretary Sole Director and Sole Secretary
Dated this day of 2010.
Instructions as to Voting
| If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect to the resolution, please place a mark in the box. | ¨ |
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By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and that votes cast by the Chair of the meeting other than as proxy holder will be disregarded because of that interest. |
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If you do not mark the box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. |
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Notes
1. A member entitled to attend and vote is entitled to appoint not more than two proxies.
2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member's votes, each proxy may exercise half of the votes.
3. A proxy need not be a member of the Company.
4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (63 Lindsay Street Perth, Western Australia, 6000) or sent by facsimile to that office on Fax: 08 9428 2955) to be received not less than 48 hours prior to the time of the meeting.
5. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.