Announcement PDF EMU NL ACN 127 291 927 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT AND PROXY FORM Date of Meeting 9 November 2017 Time of Meeting 5:00 pm Place of Meeting 10 Walker Avenue WEST PERTH WA 6005 This Notice of Annual General Meeting should be read in its entirety. If in doubt as to how to should vote, seek advice from an accountant, solicitor or other professional adviser prior to voting. The 2017 Annual Report may be viewed on the Company’s website at www.emunl.com.au EMU NL Notice of Annual General Meeting 9 November 2017 EMU NL ACN 127 291 927 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2017 annual general meeting (Meeting) of Emu NL (Company) will be held at 10 Walker Avenue, West Perth, Western Australia on 9 November 2017 at 5:00 pm (AWST). The Explanatory Statement to this Notice provides information on matters to be considered at the meeting. The Explanatory Statement and the Proxy Form are part of this Notice. Capitalised terms and abbreviations used in this Notice and Explanatory Statement will, unless the context requires, have the same meaning as given to them in the Glossary. AGENDA 2017 FINANCIAL STATEMENTS AND REPORTS To receive the Financial Report, together with the Directors’ Report and the Auditor's Report, for the financial year ended 30 June 2017. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution: "That, for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2017 Annual Report be and is hereby adopted." Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition: A vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such a member. However, such a person may cast a vote on the Resolution if the vote is not cast on behalf of such a person and the person: (a) is appointed as a proxy by writing that specifies the way the proxy is to vote; or (b) is the Chair of the meeting and the appointment of the Chair as proxy expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. A vote cast in contravention of this prohibition will be taken not to have been cast. RESOLUTION 2 – RE-ELECTION OF MR GAVIN RUTHERFORD AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That, for the purpose of article 73.1 of the Constitution and for all other purposes, Mr Gavin Rutherford retires by rotation as a Director and, being eligible and having offered himself for re-election, be re-elected a Director of the Company.” RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY To consider and, if thought fit, to pass, with or without amendment, the following as a special resolution: “That approval is given for the Company to have the additional capacity (ie, 10% Placement Capacity) to issue Equity Securities under Listing Rule 7.1A, for the period specified in Listing Rule 7.1A.1 (ie, 10% Placement Period) and in accordance with the formula prescribed in Listing Rule 7.1A.2.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Capacity and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides. 2|P a g e EMU NL Notice of Annual General Meeting 9 November 2017 RESOLUTION 4 – APPROVAL OF ISSUE OF SHARES To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 13,333,334 Shares at an issue price being the greater of $0.15 and 80% of the prevailing volume weighted average market price (further explained in the Explanatory Statement) and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides. RESOLUTION 5 – RATIFICATION OF ISSUE OF SHARES AND CONTRIBUTING SHARES To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 6,250,000 fully paid ordinary Shares and 3,125,000 Contributing Shares .” Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who participated in the issue. However, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides. RESOLUTION 6 – RATIFICATION OF ISSUES OF OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 300,000 Options (exercisable at $0.25 each; expiring 20 December 2018) to a nominee of the Company’s company secretary .” Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who participated in the issue. However, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides. RESOLUTION 7 – RATIFICATION OF ISSUES OF OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 1,000,000 Options (exercisable at $0.10 each; expiring 20 December 2018) to employees of the Company (or their nominees).” Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who participated in the issue. However, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides. RESOLUTION 8 – RATIFICATION OF ISSUES OF OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 2,000,000 Options (exercisable at $0.11 each; expiring 20 December 2018) to an employee of the Company.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who participated in the issue. However, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides. 3|P a g e EMU NL Notice of Annual General Meeting 9 November 2017 OTHER BUSINESS To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act. Proxies A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. Please note that: • • • a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; a proxy need not be a member of the Company; and a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes. If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying Proxy Form and return it in accordance with its instructions prior to 5:00pm (AWST) on 7 November 2017 by: 1. 2. 3. 4. post to Security Transfer Australia Pty Ltd, PO Box 52, Collins Street West VIC 8007; facsimile to Security Transfer Australia Pty Limited at (08) 9315 2233 (International: +61 8 9315 2233); email at registrar@securitytransfer.com.au; or online at www.securitytransfer.com.au. If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary. Entitlement to Vote For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5:00 pm (AWST) on 7 November 2017 will be entitled to attend and vote at the Annual General Meeting. Corporations A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company, before the Meeting. Electronic Communication All Shareholders may elect to receive communications from the Company’s share registry electronically. To provide or update your email address, please contact the Company’s share registry. Voting of Proxies The Proxy Form accompanying this Notice confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice and any other matters that may properly come before the Meeting. At the time of printing this Notice, management knows of no such amendment, variation or other matter. Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the appointment of Proxy Form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy). By order of the Board. Damien Kelly Company Secretary Date: 10 October 2017 4|P a g e EMU NL Notice of Annual General Meeting 9 November 2017 EXPLANATORY STATEMENT This Explanatory Statement accompanies and comprises part of the notice (Notice) convening the Annual General Meeting (Meeting) of Shareholders of Emu NL to be held 9 November 2017. Capitalised terms in this Explanatory Statement are defined in the Glossary. FINANCIAL STATEMENTS AND REPORTS In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report, for the financial year ended 30 June 2016. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered a reasonable opportunity to: (a) discuss the Annual Report which is available online from the Company’s website www.emunl.com.au; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit, the preparation and content of the Auditor’s Report, accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, written questions to the Company’s auditor if the question is relevant to: (a) the content of the Auditor’s Report; or (b) the conduct of the audit of the Annual Report to be considered at the AGM, may be submitted no later than 5 business days before the Meeting to the Company by email at info@emunl.com.au or delivered to the Company’s registered office. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 1.1 General Section 250R of the Corporations Act requires the Company to put the Remuneration Report to members for adoption. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the Key Management Personnel. Copies of the Annual Report are available by contacting the Company’s share registry or visiting the Company’s web site www.emunl.com.au. The vote of the members is advisory only and does not bind the Directors of the Company. Following consideration of the Remuneration Report, members will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. The Chair intends to exercise all available proxies in favour of Resolution 1. Resolution 2 – Re-election of Mr Gavin Rutherford as a Director 2.1 Introduction Mr Rutherford was appointed as a Director on 6 December 2012. He retires in accordance with the Listing Rules and the Company’s Constitution and, being eligible, offers himself for re-election. Mr Rutherford’s background is in agribusiness on both domestic and international stages followed by over 20 years in the mining services/fabrication/contracting sector. Further details in relation to Mr Rutherford’s background, experience, remuneration, interests in and services to the Company are set out in the Annual Report. The Board considers Mr Rutherford to be an independent Director. 2.2 Directors’ Recommendation The Directors, except Mr Rutherford, who has an interest in this Resolution, recommend Shareholders vote in favour of Resolution 2. The Chair intends to exercise all undirected proxies in favour of Resolution 2. 5|P a g e EMU NL Notice of Annual General Meeting 9 November 2017 RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY 3.1 General Under Listing Rule 7.1, subject to certain exceptions, a listed entity must not, without the approval of holders of ordinary securities, issue or agree to issue more Equity Securities than the number calculated according to the formula set out in that rule. The formula generally has the effect that, in addition to the exceptions provided, every listed entity has the ability over any 12 month period to issue Equity Securities equal to 15% of its issued capital at the commencement of the a 12 month period. Listing Rule 7.1A enables eligible entities to issue Equity Securities up to a further 10% of its issued share capital through placements over a 12 month period after the AGM (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company’s 15% placement capacity under Listing Rule 7.1 and must be approved by a special resolution of shareholders to be enlivened. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity. The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Capacity. The exact number of Equity Securities that may be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) below). 3.2 Description of Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% Placement Capacity is subject to shareholder approval by way of a special resolution at an AGM. (b) Equity Securities Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue three classes of Equity Securities, being listed Shares, listed Contributing Shares and unlisted Options (at exercise prices varying between $0.10 to $0.25 each; all of which expire on 20 December 2018). (c) Formula for calculating 10% Placement Capacity – Listing Rule 7.1A.2 Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12 month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula: (A x D) – E A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement: (i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2; (ii) plus the number of partly paid shares that became fully paid in the 12 months; (iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4; (iv) less the number of fully paid shares cancelled in the 12 months. D is 10%; E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4. 6|P a g e EMU NL Notice of Annual General Meeting 9 November 2017 (d) Listing Rule 7.1 and Listing Rule 7.1A The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1. At the date of this Notice, the Company has on issue 65,910,387 Shares. Assuming Resolutions 3 to 8 are passed, and the Company’s Shares on issue do not change) the Company has capacity to issue: (i) 9,886,558 Equity Securities under Listing Rule 7.1; and (ii) 6,591,038 Equity Securities under Listing Rule 7.1A. The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) above). Assuming Resolution 4 is passed and the maximum Shares are issued under the authority that would be granted by that Resolution, the Company will have the capacity to issue an additional 2,000,000 Equity Securities (for a total of 11,886,558 Equity Securities) under Listing Rule 7.1 and an additional 1,333,333 Equity Securities (for a total of 7,924,371 Equity Securities) under Listing Rule 7.1A. (e) Minimum Issue Price The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price (VWAP) of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued. (f) 10% Placement Period – Listing Rule 7.1A.1 Shareholder approval of the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of: (i) the date that is 12 months after the date of the AGM at which the approval is obtained; or (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (10% Placement Period). 3.3 Listing Rule 7.1A The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without impacting the Company’s 15% placement capacity under Listing Rule 7.1. 3.4 Specific information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Capacity as follows: (a) (b) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price (VWAP) of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued. If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that: (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and 7|P a g e EMU NL Notice of Annual General Meeting 9 November 2017 (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities. The table below shows the potential dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice. The table shows: (i) two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of fully paid ordinary securities the Company has on issue. The number of fully paid ordinary securities on issue may increase as a result of future issues of fully paid ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer, partly paid shares paid up to become fully paid shares, or exercises of certain options) or future specific placements under Listing Rule 7.1 that are approved at a Shareholders’ meeting or those already approved (as at the date of this Notice, the Company is authorised to issue up to 12,500,000 Shares as consideration in respect of Emu’s option to acquire its Chilean gold project – refer to page 3 of the Annual Report under the heading “Review of Operations” and sub-heading “ASX Waiver – Approval to Issue Shares” for further details); and (ii) two examples where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price. Dilution Variable “A” in Listing Rule 7.1A.2 Current Variable A (Shares) 10% dilution 65,910,387 Shares Funds raised 50% increase in Variable A (Shares) 10% dilution 98,865,581 Shares Funds raised 100% increase in Variable A (Shares) 10% dilution 131,820,774 Shares Funds raised $0.065 $0.13 $0.26 50% decrease in Issue Price Issue Price 100% increase in Issue Price 6,591,039 Shares $428,418 $856,835 $1,713,670 9,886,558 Shares $642,626 $1,285,253 $2,570,505 13,182,077 Shares $856,835 $1,713,670 $3,427,340 The table has been prepared on the following assumptions: (i) The Company issues, in a single allotment, the maximum number of Equity Securities available under the 10% Placement Capacity. (ii) No Convertible Securities (including any Convertible Securities issued under the 10% Placement Capacity) are converted into Shares before the date of the issue of the Equity Securities. (iii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on the Shareholder’s holding at the date of the Meeting. (iv) The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1. (v) The use of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes Convertible Securities, it is assumed that those Convertible Securities are converted into Shares for the purpose of calculating the voting dilution effect on existing Shareholders (vi) The assumed issue price is $0.13, being the closing price of Shares on the ASX on 9 October 2017. 8|P a g e EMU NL Notice of Annual General Meeting 9 November 2017 (c) The Company will only issue and allot Equity Securities under the 10% Placement Capacity (if approved) during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking). (d) The Company may seek to issue the Equity Securities for the following purposes: (i) for cash consideration, in which case the Company may use the funds raised towards making (or to securing the right to make) one or more acquisitions and/or to further its existing projects, and/or general working capital; so that the Company has the necessary working capital and flexibility to consider, and if thought fit, to put it in a stronger position to make (or to secure the right to make) one or more acquisitions and/or to further its existing projects; or (ii) non-cash consideration for the acquisition of (or securing the right to make acquisitions of) new projects and investments or to further its existing projects. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3. (e) The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities. (f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following: (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate; (ii) the effect of the issue of the Equity Securities on the control of the Company; (iii) the financial situation and solvency of the Company; and (iv) advice from corporate, financial and broking advisers (if applicable). (g) The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates (as defined in section 11 and sections 13 to 17 of the Corporations Act) of a related party of the Company. (h) The Company obtained Shareholder approval under ASX Listing Rule 7.1A at its annual general meeting held on 10 November 2016. In accordance with Listing Rule 7.3A.6, the total number of Equity Securities issued in the 12 months preceding the date of this Notice of Meeting (or expected to be issued before the Meeting) is 35,805,930, representing 40% of the Equity Securities on issue at the commencement of the 12 month period. The Company has issued the following equity securities in the 12 months preceding the date of this Notice of Meeting: 9|P a g e EMU NL Notice of Annual General Meeting 9 November 2017 Date of Issue 22/02/2017 22/02/2017 23/02/2017 7/03/2017 7/03/2017 17/03/2017 17/03/2017 24/03/2017 31/03/2017 12/04/2017 7/03/2017 17/03/2017 17/03/2017 7/08/2017 Oct 2017 4 17/03/2017 TOTAL Discount to Total market price Consideration on date of issue Securities issued with Shareholder approval or under an exception to Listing Rule 7.1 Number of Securities Class Issue Price Basis of allotment Payment of outstanding call ($0.03) on partly paid Contributing Shares 507,937 Shares $0.10 38% $50,794 Exercise of options Issue Altius shares re Chile Option fee for 2,500,000 Shares $0.16 0% option agreement (approved 1 Chile pro