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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Crusader Resou. | LSE:CAS | London | Ordinary Share | AU000000CAS1 | ORD NPV (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.375 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMCAS
RNS Number : 4673O
Crusader Resources
30 January 2019
For immediate release
30 January 2019
Crusader Resources Limited
("Company" or "Crusader")
Proposed cancellation of the admission of its Ordinary Shares to trading on AIM
Notice of General Meeting
The Board of Crusader Resources Limited (ASX:CAS, AIM:CAS) announces that it has published today a document to shareholders ("Document") to seek approval for, inter alia, the cancellation of the admission of the Company's Ordinary Shares to trading on AIM ("AIM Cancellation") and to convene a General Meeting of the Company to be held at 2pm (AEST) on 28 February 2019, at Clarion Suites Gateway, 1 William Street, Melbourne, Victoria, Australia.
The Document sets out the background to and reasons for the AIM Cancellation, together with the Notice of the General Meeting. Shareholder approval is also being sought at the General Meeting to approve the conversion into new ordinary shares of the Convertible Notes (other than to related parties) and the issue of new ordinary shares in satisfaction of interest payable under the Convertible Note (again other than to related parties).
Subject to the Resolutions being passed at the General Meeting, the Board anticipates that the AIM Cancellation will become effective at 7.00 a.m. on 8 March 2019.
A copy of the Document is set out in full below in the Appendix of this announcement without material amendment or adjustment.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). The person who arranged for the release of this announcement on behalf of the Company was Marcus Engelbrecht, Managing Director.
Website
A copy of this announcement is available from the Company's website at www.crusaderresources.com
Enquiries:
Hot Features
Premium
Crusader Resources Limited
Mr. Andrew Beigel Office (Australia): +61 8 9320
CFO / Company Secretary 7500
Email: andrew@crusaderresources.com
Beaumont Cornish (Nomad) Tel: +44 (0) 20 7628 3396
Roland Cornish / Michael Cornish Email: corpfin@b-cornish.co.uk
Camarco (Financial PR) Tel +44(0)20 3757 4997 / +44(0)20
Gordon Poole / Nick Hennis 3781 8330
/ Monique Perks
H&P Advisory (Joint Broker) Tel: +44 (0) 20 7907 8500
Neil Passmore / Andrew Chubb
/ Ernie Bell
Pinnacle Corporate Finance Tel: +61 8 6141 6306
(Corporate Adviser)
Andrew Frazer
CAUTION REGARDING FORWARD LOOKING STATEMENTS
Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as "may", "will", "expect", "intend", "plan", "estimate", "anticipate", "continue", and "guidance", or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.
Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the company's actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.
Forward looking statements are based on the company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the company's business and operations in the future. The company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the company or management or beyond the company's control.
Although the company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.
APPIX 1
CRUSADER RESOURCES LIMITED
ACN 106 641 963
NOTICE OF GENERAL MEETING
A General Meeting of the Company will be held at Clarion Suites Gateway, 1 William Street, Melbourne, Victoria, on Thursday, 28 February 2019 at 2pm (AEDT)
The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9320 7500.
Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice
CRUSADER RESOURCES LIMITED
ACN 106 641 963
NOTICE OF General Meeting
Notice is hereby given that a general meeting of Shareholders of Crusader Resources Limited (Company) will be held at Clarion Suites Gateway, 1 William Street, Melbourne, Victoria, on Thursday, 28 February 2019 at 2pm (AEDT) (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form comprise part of the Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 26 February 2019 at 2pm (AEDT).
Terms and abbreviations used in the Notice are defined in 0.
AGA
1. Resolution 1 - Approval to convert Notes
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the Notes to be convertible into Shares on the terms and conditions in the Explanatory Memorandum."
Voting exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Noteholders or an associate of the Noteholders.
However, the Company need not disregard a vote if:
(a) 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 Chairperson 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 - Approval to issue Interest Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of Shares in satisfaction of interest payable under the Note Agreements on the terms and conditions in the Explanatory Memorandum."
Voting exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Noteholders or an associate of the Noteholders.
However, the Company need not disregard a vote if:
(a) 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 Chairperson 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.
3. Resolution 3 - Approval of Cancellation of the Shares from trading on AIM
To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
"That the admission of the Company's Shares to trading on AIM be cancelled in accordance with Rule 41 of the AIM Rules. The cancellation to take place on such date as the Directors of the Company shall agree with the London Stock Exchange, not being earlier than 8 March 2019."
BY ORDER OF THE BOARD
Andrew Beigel
Company Secretary and Chief Financial Officer
Dated: 30 January 2019
CRUSADER RESOURCES LIMITED
ACN 106 641 963
EXPLANATORY MEMORANDUM
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Clarion Suites Gateway, 1 William Street, Melbourne, Victoria, on Thursday, 28 February 2019 at 2pm (AEDT).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
Section Action to be taken by Shareholders
2:
Section Resolution 1 - Approval to convert Notes
3:
-------------------------------------------
Section Resolution 2 - Approval to issue Interest
4: Shares
-------------------------------------------
Section Resolution 3 - Approval of Cancellation of
5: the Shares from trading on AIM
-------------------------------------------
Schedule Definitions
1:
-------------------------------------------
Schedule Summary of the material terms of the Notes
2:
-------------------------------------------
Schedule Terms of ASX waiver
3:
-------------------------------------------
A Proxy Form is located at the end of the Explanatory Memorandum.
Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
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. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
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.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
2. Resolution 1 - Approval to convert Notes 2.1 Background
As announced by the Company on 5 November 2018 and 27 December 2018, the Company has raised a total of $1.4 million by the issue of 14 notes with a principal amount of $100,000 each.
Nine of these notes (Notes) have been subscribed for by unrelated parties of the Company. Resolution 1 seeks Shareholder approval for the Notes to be convertible into Shares at a deemed issue price equal to the lower of:
$0.01 per Share; and
the offer price per Share under the Company's proposed entitlement offer. To provide the required certainty to Shareholders, the Company has determined to set a floor price for this entitlement offer of $0.005 per Share.
Resolution 2 seeks Shareholder approval for the payment of the interest on the Notes in the form of Shares.
If Resolutions 1 and 2 are not approved by the requisite majority of Shareholders by 28 February 2019, any Noteholder may, by notice in writing, require the Company to redeem all the Notes it holds. The Company must redeem the relevant Notes and accrued interest within five business days of receiving any such notice. The Company's obligations under the Note Agreements are secured. Accordingly, if the Company is unable to satisfy its repayment obligations, the Noteholders may seek to enforce their security over the Company and its assets, and the Company may become an externally-administered body corporate.
The remaining five notes on issue as at the date of this Notice have been subscribed for by entities controlled by Mr Stephen Copulos. As announced on 29 January 2019, the Company has entered into further binding agreements with an entity controlled by Mr Copulos, pursuant to which the subscriber agreed to subscribe for an additional 10 notes (for an additional subscription price of $1 million). Settlement of the subscription and issue of the additional 10 notes is due to occur in the coming days. The notes issued (or to be issued) to the entities controlled by Mr Copulos are not currently secured, and are not the subject of the Resolutions. Mr Copulos and his associates currently hold a relevant interest in 108,771,102 Shares, comprising 21.66% of the Shares on issue as at the date of this Notice. The Company intends on seeking Shareholder approval in the near future for the following:
(a) the conversion of the notes into Shares, in accordance with item 7 of section 611 of the Corporations Act;
the payment of interest on the notes in the form of Shares, in accordance with item 7 of section 611 of the Corporations Act; and
the grant of security in respect of the notes in accordance with Listing Rule 10.1.
In due course, the Company will issue a separate notice of meeting, including an independent expert's report, in connection with the above matters.
Listing Rule 7.1
Listing Rule 7.1 provides, in summary, that without shareholder approval, a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.
The Notes have been issued as debt instruments. The Notes were not issued as Equity Securities, as they cannot be converted into Shares in the Company unless Shareholder approval is obtained. This Shareholder approval is sought pursuant to Resolution 1.
The effect of Resolution 1 will be to allow the Notes to be issued as Equity Securities without using the Company's placement capacity under Listing Rule 7.1.
2.2 Examples of conversion of the Notes
The conversion price of the Notes will be the lower of:
$0.01 per Share; and
the offer price per share under the Company's proposed entitlement offer. To provide the required certainty to Shareholders, the Company has determined to set a floor price for this entitlement offer of $0.005 per Share.
For illustrative purposes, a number of examples are contained below, which show the potential effect of the conversion of the Notes into Shares at a range of conversion prices. These examples are based on the following additional assumptions:
(a) the Notes are all converted in full; and
(b) no other Shares are issued.
Conversion Price Number of Shares on issue as at Number of Shares issued on Dilution to Shareholders
date of Notice conversion
----------------------------------- -----------------------------------
$0.01 502,150,521 90,000,000 15.20%
----------------------------------- ----------------------------------- -------------------------
$0.0075 502,150,521 120,000,000 19.29%
----------------------------------- ----------------------------------- -------------------------
$0.005 502,150,521 180,000,000 26.39%
----------------------------------- ----------------------------------- -------------------------
As previously announced, the Company intends on completing a placement of 22.5 million Shares in the coming days, and subsequently undertaking an entitlement offer, and therefore anticipates that any dilution to Shareholders by the conversion of the Notes will be to a lesser extent than that specified above.
2.3 Specific information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the approval of the conversion of the Notes:
(a) If Resolution 1 is approved, the Notes will become Equity Securities. The Notes will be convertible into a maximum of 180,000,000 Shares.
(b) The Notes were issued on various dates between 6 November 2018 and 24 December 2018 as debt instruments. If Resolution 1 is approved, the Notes will be converted into Equity Securities for the purposes of the Listing Rules at the time of the approval being obtained (that is, the date of the Meeting).
(c) The issue price of the Notes is $100,000 each. Subject to the receipt of Shareholder approval the subject of Resolution 1, the Notes may be converted into Shares at a conversion price equal to the lower of
$0.01 per Share; and
the offer price per Share under the Company's proposed entitlement offer. To provide the required certainty to Shareholders, the Company has determined to set a floor price for this entitlement offer of $0.005 per Share.
(d) The Notes were issued to sophisticated or professional investors who are unrelated parties of the Company. Shares issued on conversion of the Notes will be issued to the Noteholders or their nominees.
(e) The material terms of the Notes are summarised in 0. Shares issued on the conversion of the Notes will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares and rank equally in all respects with all other Shares on issue at the time.
Funds raised from the issue of the Notes are being used to provide the Company with general working capital. No further funds will be raised by the conversion of the Notes.
As noted above, the Notes were issued on various dates between 6 November 2018 and 24 December 2018 and are debt instruments. The 'issue date' of the Notes as Equity Securities will be the date of the Meeting.
(f) A voting exclusion statement is included in the Notice. 2.4 Additional information
The Board recommends that Shareholders vote in favour of Resolution 1.
Resolution 1 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 1.
Resolution 2 - Approval to issue Interest Shares
2.5 Background
A summary of the Notes is in Section 2.1 above and 0.
It is a term of the Notes that interest is to accrue at 8% per annum, calculated daily until the earlier of the date that the relevant Note is converted or redeemed. Subject to the receipt of Shareholder approval (the subject of this Resolution 2), the interest is to be paid in Shares (Interest Shares).
The interest is payable on the date that is six months after the date of issue of the Notes, and then the maturity date, which is 12 months after the date of issue of the Notes (unless redeemed or converted earlier).
Listing Rule 7.1
A summary of Listing Rule 7.1 is in Section 0 above.
The effect of Resolution 2 will be to allow the issue of the Interest Shares to occur without using the Company's placement capacity under Listing Rule 7.1.
2.6 Examples of the Interest Shares
The deemed issue price for the Interest Shares will be equal to the higher of:
the volume weighted average price of Shares traded on ASX during the 30 days on which sales were recorded on ASX ending on the day before the relevant interest payment date; and
the lower of $0.01 and the offer price under the Company's proposed entitlement offer. To provide the required certainty to Shareholders, the Company has determined to set a floor price for this entitlement offer of $0.005 per Share.
Accordingly, the deemed issue price of the Interest Shares will be no lower than $0.005 per Share.
For illustrative purposes, a number of examples are contained below, which show the potential effect of the issue of the Interest Shares at a range of deemed issue prices. These examples are based on the following additional assumptions:
(a) interest accrues from the date of issue of the Notes until the relevant maturity date (that is, the maximum amount of interest accrues); and
(b) no other Shares are issued.
Deemed issue price Number of Interest Dilution to Shareholders
Shares issued
-------------------
$0.01 7,200,000 1.41%
------------------- -------------------------
$0.0075 9,600,000 1.88%
------------------- -------------------------
$0.005 14,400,000 2.79%
------------------- -------------------------
As previously announced, the Company intends on undertaking an entitlement offer in the coming weeks, and therefore anticipates that any dilution to Shareholders by the issue of the Interest Shares will be to a lesser extent than that specified above.
2.7 Specific information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the approval of the issue of the Interest Shares:
(a) The maximum number of Shares that may be issued as Interest Shares is 14,400,000.
(b) Half of the Interest Shares will be issued on the date that is six months after the date of issue of the relevant Note, and the remaining Interest Shares will be issued on the date that is 12 months after the date of issue of the relevant Note. The Interest Shares will therefore be issued no later than 24 December 2019.
The Company has sought and obtained from ASX a waiver of Listing Rule 7.3.2 to the extent necessary to permit the Interest Shares to be issued by no later than 24 December 2019. The conditions of the waiver are set out in Schedule 3.
(c) The deemed issue price of the Interest Shares will be equal to the higher of:
the volume weighted average price of Shares traded on ASX during the 30 days on which sales were recorded on ASX ending on the day before the relevant interest payment date; and
the lower of $0.01 and the offer price under the Company's proposed entitlement offer. To provide the required certainty to Shareholders, the Company has determined to set a floor price for this entitlement offer of $0.005 per Share.
Accordingly, the deemed issue price of the Interest Shares will be no lower than $0.005 per Share.
(d) The Interest Shares will be issued to the Noteholders or their nominees.
(e) The Interest Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares and rank equally in all respects with all other Shares on issue at the time.
Funds raised from the issue of the Notes are being used to provide the Company with general working capital. No further funds will be raised by the issue of the Interest Shares.
The Interest Shares will be issued progressively in May and June 2019 and November and December 2019 (depending on the issue date of the relevant Note), or earlier if the Note is converted or redeemed prior to the 12-month maturity date of the Note.
(f) A voting exclusion statement is included in the Notice. 2.8 Additional information
The Board recommends that Shareholders vote in favour of Resolution 2.
Resolution 2 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 2.
3. Resolution 3 - Approval of Cancellation of the Shares from trading on AIM 3.1 Background to the proposed Cancellation
In April 2018, the Company's shares were first admitted to trading on AIM (Admission). The Board believed that the Admission to AIM would provide an important platform to enable the Company to access a broader range of institutional investors to progress development of the Company's exploration assets in Brazil.
Following Admission, the Company's working capital position was however, adversely affected by, inter alia, additional costs and fees incurred in relation to the Admission, the non-payment by the purchaser of the Posse iron ore mine of the deferred consideration payments and additional consultants' fees. The impact of these adverse effects was such that the Company needed to raise additional funding earlier than anticipated, and the Company announced on 14 September 2018 in its interim results for the six months ended 30 June 2018, that notwithstanding the fact that the Directors were pursuing a number of both debt and equity funding options, should the Directors not be successful in raising sufficient additional funding prior to 30 September 2018, there would be a material uncertainty whether the Company would be able to continue as a going concern.
On 1 October 2018, the Company announced that trading of its securities on AIM and the ASX had been suspended pending clarification of the Company's financial position, to enable it to consider various proposed capital raising initiatives to provide working capital and to progress the feasibility study of its Brazilian Borborema Gold Project. The suspension on ASX is also pending a response by the Company to ASX regarding its financial position.
The Directors had discussions with a number of providers of both debt and equity funding and has undertaken an investment round raising a total of $2.4 million by the issue of notes, with $1.5 million of this amount having been subscribed for by entities controlled by Stephen Copulos (Copulos Group), the Company's largest Shareholder. The Company has also entered into binding agreements with Australian-based investors for an equity subscription of 22.5 million Shares at an issue price of A$0.01 each, to raise $225,000, which is due to settle in the coming days. Refer to the Company's announcements of 5 November 2018, 27 December 2018 and 29 January 2019 for further details.
The Company continues to require further funding and the Board had always intended to follow the note issue with a pro rata entitlement issue to eligible shareholders (Entitlement Issue). The expectation was that the Entitlement Issue would be undertaken in conjunction with the continued trading on the both the ASX and AIM given the Board's continuing commitment to maintaining both listings.
The Company continues to be in advanced discussions with Stephen Copulos regarding a potential partial underwriting of the Entitlement Offer by the Copulos Group and other potential providers of funding, including the parties who submitted a notice under section 249D of the Corporations Act requesting the directors to convene a meeting of the members of the Company. While there is potential interest from investors in funding the Company going forwards, this interest is from parties based in Australia and who have expressed no interest in the Company maintaining the listing of its shares on AIM.
The Board has taken into consideration the Company's ongoing funding requirement to continue as a going concern, its need to raise substantial further funds to progress the Company's projects together with the costs associated with maintaining the AIM listing and the availability of alternatives.
Accordingly, the Board has regrettably concluded that it would be in the best interests of the Company and Shareholders as a whole if the admission of the Company's Shares to trading on AIM were now to be cancelled and a special resolution is to be proposed therefore at the General Meeting to approve the AIM Cancellation. The quotation of the Company's shares on ASX will be maintained and as set out below, investors who have bought their shares on AIM will be able to trade in the Company's shares on the ASX.
3.2 Effect of the AIM Cancellation on Shareholders
Once the AIM Cancellation has taken place, the effects of the AIM Cancellation would be as follows:
there will no longer be a formal market mechanism for Shareholders to trade in the Shares on AIM and no price will be publicly quoted for the Shares on AIM. However, the Shares will remain quoted on ASX and as and when the current suspension from trading on ASX is lifted, Shareholders will still be able to trade their Shares on ASX;
the Company will cease to have a nominated adviser, although the Company will retain brokers and financial advisers in Australia as and when required;
the AIM Rules will no longer apply to the Company and levels of corporate governance and transparency will no longer be dictated by those rules. Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events, including substantial transactions, financing transactions, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals. However, the Company would still be required to comply with the specific corporate governance requirements for companies admitted to trading on ASX and the under the Corporations Act, and Shareholders will be required to vote on certain matters as provided in the ASX Listing Rules and the Corporations Act.
A comparison of the ongoing requirements of the ASX Listing Rules, which the Company will continue to be subject to, and the AIM Rules, which will cease to apply should the Cancellation be approved and become effective, is set out further below:
Under the Listing Rules Under the AIM Rules
Continuous disclosure - a company Continuous disclosure - AIM
must immediately disclose all Rule 11 requires that a company
materially price-sensitive information must disclose without delay
to ASX, subject to carve-outs (to a regulatory information
for certain categories of confidential service ("RIS") approved by
information. ASX can require the Financial Conduct Authority),
the company to respond to market any new developments which are
or media speculation to correct not public knowledge which,
a false market. As part of its if made public, would be likely
continuous disclosure obligations, to lead to a significant movement
a company may be required to in the price of its AIM securities.
disclose a material difference By way of an example, this may
between its actual financial include matters concerning a
position or performance and change in:
any guidance it has released * its financial condition;
to the market or between its
actual position or performance
and market expectations. * its sphere of activity;
* the performance of its business; or
* its expectation of its performance.
* In addition an AIM Company is subject to Market Abuse
Regulations pursuant to which the Company is required
to disclose without delay information of a precise
nature, which has not been made public and which, if
it were made public, would be likely to have a
significant effect on the price of its AIM securities
unless immediate disclosure is likely to prejudice
the Company's legitimate interests; delay is not
likely to mislead the public; confidentiality can be
maintained; and immediate disclosure is not otherwise
required by AIM Rule 11.
-------------------------------------------------------------
Notification of certain events Notification of certain events
- a company must notify ASX - a company must notify a RIS
of certain events such as changes of certain events such as changes
of officers, the materials terms of officers, changes to the
of key officers' employment company's nominated adviser
(and any variations to these or broker, new issues of securities,
terms), new issues of securities, decisions to make any payment
and changes in directors' interests in respect of securities, changes
in securities in the company. to the company's name, registered
office or accounting reference
date and any material change
between its actual trading performance
or financial condition and any
profit forecast, estimate or
projection made public on its
behalf.
-------------------------------------------------------------
Re-election of directors - at Re-election of directors - there
least one director of a company are no provisions in the AIM
must stand for re-election at Rules governing the period for
each annual general meeting, which a director may serve.
and each director (other than
the managing director) must
stand for re- election at least
every three years.
-------------------------------------------------------------
Release of financial reports Release of financial reports
- a mining exploration company - a company must provide the
must provide ASX with annual RIS with half-yearly financial
report documents no later than documents within three months
three months following the end of the end of the relevant reporting
of the financial year; and half-yearly period and must publish and
financial documents within 75 send to its shareholders annual
days of the end of the relevant audited accounts within six
reporting period. months of the end of the relevant
financial year.
-------------------------------------------------------------
Issue of securities - shareholder Issue of securities - the AIM
approval is required for the Rules do not provide for specific
issue of securities in excess circumstances where shareholder
of 15% of a company's capital approval is required for the
in any 12-month period. A number issue of additional securities.
of exceptions apply, such as
where securities are issued
under incentive plans which
have received shareholder approval
within the previous three years,
and pro rata offers of securities
to shareholders.
-------------------------------------------------------------
Substantial holdings - any person Substantial holdings - a company
who begins or ceases to hold is required to make a notification
5% of voting rights attached in respect of any person who
to a company's securities, or begins or ceases to hold 3%
any person who already holds of voting rights attached to
at least 5% and whose holding the company's securities, or
increases or decreases by 1%, any person who already holds
must notify the company and at least 3% and whose holding
ASX. This is a requirement under increases or decreases by 1%.
the Corporations Act that applies
to holdings in companies listed
on ASX.
-------------------------------------------------------------
Transactions with related parties Transactions with related parties
- shareholder approval is generally - a company must notify the
required for the acquisition RIS of any transaction with
or disposal of significant assets a related party (which includes
from related parties (including directors) which exceeds 5%
directors) or persons holding in any of the 'class tests'
over 10% of a company's shares. set out in the AIM Rules. The
It is also generally required directors must also provide
for the issue of securities a statement that (with the exception
to related parties (including of any director who is involved
directors), and for the acquisition in the transaction as a related
of securities by directors under party), its directors consider,
an employee incentive scheme. having consulted with its nominated
adviser, that the terms of the
transaction are fair and reasonable
in so far as its shareholders
are concerned.
-------------------------------------------------------------
Significant transactions - a Substantial transactions - a
company must notify ASX of any company must notify the RIS
significant change to the nature of any substantial transaction
or scale of its activities, which exceeds 10% in any of
and ASX may require shareholder the 'class tests' set out in
approval for such a transaction. the AIM Rules. The company must
In addition, a company must seek shareholder approval for
not dispose of its main undertaking and notify the RIS of any substantial
without obtaining shareholder transaction which exceeds 100%
approval. in any such tests.
-------------------------------------------------------------
3.3 Process for Cancellation
Rule 41 of the AIM Rules requires an AIM company that wishes to cancel admission of its securities to trading on AIM to notify such intended cancellation to Shareholders and separately to inform the London Stock Exchange of its preferred cancellation date. Rule 41 also requires that, unless the London Stock Exchange otherwise agrees, the Cancellation must be conditional upon the consent of not less than 75% of votes cast by the Shareholders, given in a general meeting. Subject to the Cancellation Resolution being passed by the requisite majority at the General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 7 March 2019 with Cancellation taking effect at 7.00 a.m. on 8 March 2019.
The expected timetable of principal events is set out further below:
Notice provided to the London Stock 30 January 2019
Exchange to notify it of the proposed
Cancellation
Publication of this Document 30 January 2019
Latest time and date for receipt of 2pm AEDT on 26 February
Forms of Proxy in respect of the General 2019
Meeting
General Meeting 2pm AEDT on 28 February
2019
(Note 2)
Cancellation of admission of the Ordinary 7.00 a.m. on 8 March 2019
Shares to trading on AIM
(Note 3)
Notes
1. References to times in this Document are to London time unless otherwise stated.
2. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on an RNS (and posted on the Company's website at www.crusaderresources.com) in accordance with the Company's Constitution.
3. Assumes Resolution 3 is passed by the appropriate majority at the General Meeting.
Upon the Cancellation becoming effective, Beaumont Cornish Limited will cease to be Nominated Adviser to the Company and the Company will no longer be required to comply with the AIM Rules.
3.4 Additional information
Accordingly, the Board recommends that Shareholders vote in favour of Resolution 3.
Resolution 3 is a special resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 3.
- Definitions
In the Notice, words importing the singular include the plural and vice versa.
$ means Australian Dollars.
AEDT means Australian Eastern Daylight Time, being the time in Melbourne, Victoria.
AIM Cancellation or Cancellation means the proposed cancellation of admission of the Shares from trading on AIM.
AIM means the market of that name operated by the London Stock Exchange.
AIM Rules means the AIM Rules For Companies, whose securities are admitted to trading on AIM, as published by the London Stock Exchange from time to time.
ASIC means the Australian Securities and Investments Commission.
ASX means the ASX Limited (ABN 98 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.
Board means the board of Directors.
Chairperson means the person appointed to chair the Meeting of the Company convened by the Notice.
Company means Crusader Resources Limited (ACN 106 641 963).
Corporations Act means the Corporations Act 2001 (Cth).
Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.
Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.
FCA means the Financial Conduct Authority.
Interest Shares has the meaning given in Section 2.5.
Listing Rules means the listing rules of ASX.
London Stock Exchange means the London Stock Exchange PLC.
Meeting has the meaning given in the introductory paragraph of the Notice.
Nominated Adviser means Beaumont Cornish Limited, the Company's Nominated Adviser in accordance with the AIM Rules.
Note Agreements mean the secured note agreements entered into between the Company and the various Noteholders, as summarised in Section 2.1 and 0.
Note has the meaning given in Section 2.1.
Noteholder means the holder of a Note.
Notice means this notice of General Meeting.
Proxy Form means the proxy form attached to the Notice.
Resolution means a resolution referred to in the Notice.
Schedule means a schedule to the Notice.
Section means a section of the Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
- Material terms and conditions of Notes
Face Value $100,000 per Note
Maturity The maturity date is 12 months after the date of the relevant Note Agreement.
--------------------------------------------------------------------------------------------------
Redemption Any unconverted Notes are to be redeemed by the Company on the maturity date.
If an "event of default" occurs (as described below), the Noteholder may require the immediate
redemption of the Notes.
If the shareholder approval the subject of Resolutions 1 and 2 are not passed by the requisite
majority of Shareholders by 28 February 2019, the Noteholder may require the Notes to be redeemed
within 5 business days of the provision of written notice.
--------------------------------------------------------------------------------------------------
Conversion Subject to the receipt of Shareholder approval, a Noteholder may convert their Shares at any
time during the period commencing on the date of the Shareholder approval, and ending 10 business
days before the maturity date.
--------------------------------------------------------------------------------------------------
Interest Interest accrues at a rate of 8% per annum, commencing from the date of issue.
The interest is to be paid in two tranches:
* the first interest payment date is 6 months after the
issue date of the Note; and
* the second interest payment date is the maturity date,
however if any Notes are converted or redeemed, the interest is to be calculated up to the
date of such conversion or redemption and paid at the same time.
The interest is to be paid by the issue of Shares, at a deemed issue price equal to the higher
of:
* the volume weighted average price of Shares traded on
ASX during the 30 days on which sales were recorded
on ASX ending on the day before the relevant interest
payment date; and
* the lower of $0.01 and the offer price under the
Company's proposed entitlement offer. To provide the
required certainty to Shareholders, the Company has
determined to set a floor price for this entitlement
offer of $0.005 per Share.
Any overdue amounts will incur additional interest at a rate of 15% per annum.
--------------------------------------------------------------------------------------------------
Security The Notes are secured.
--------------------------------------------------------------------------------------------------
Representations The Company has provided the Noteholders with customary representations and warranties.
and warranties
--------------------------------------------------------------------------------------------------
Events of default The Convertible Note Agreement includes typical events of default, including, amongst other
things, the following (in summary):
* (failure to pay) the Company fails to pay or repay
any part of the outstanding moneys under the relevant
Note Agreement when due and payable by it and the
amount remains unpaid for 5 business days (or such
longer period agreed) after the failure to pay;
* (failure to perform) the Company fails to perform any
other material undertaking or obligation of it under
the relevant Note Agreement and, if the failure is
capable of remedy, it continues unremedied for 5
business days (or such longer period agreed) after
the failure to comply;
* (misrepresentation) any representation or warranty of
the Company is or becomes incorrect or misleading in
any material respect and, if the circumstances
causing it to be incorrect or misleading are capable
of remedy, it remains incorrect or misleading in any
respect 5 business days (or such longer period
agreed) after being or becoming incorrect or
misleading;
* (security interest) any security interest is enforced,
or becomes capable of being enforced, against an
asset of the Company group;
* (judgment) a judgment in an amount exceeding $500,000
(or its equivalent in any other currency or
currencies) is obtained against a member of the
Company group and is not set aside or satisfied
within 10 business days;
* (execution) a distress, attachment, execution or
other process of a Government Agency is issued
against, levied or entered upon an asset of the
Company group in an amount exceeding $500,000 (or its
equivalent in any other currency or currencies) and
is not set aside or satisfied within 10 business
days;
* (controller) any of the following occur:
o a controller (as defined in the Corporations Act) is appointed, or any steps are taken to
appoint a controller; or
o a resolution to appoint a controller is passed, or any steps are taken to pass a resolution
to appoint a controller,
to a material member of the Company group or over a material asset of the Company group;
* (winding up) any of the following occur:
o any shareholder or director either calls or threatens to call any meeting for the purpose
of considering or passing any resolution;
o an application is made;
o an order is made; or
o a resolution is passed or any steps are taken to pass a resolution,
for the winding up of a material member of the Company group;
* (administration) any of the following occur:
o an administrator is appointed, or any steps are taken to appoint an administrator; or
o a resolution to appoint an administrator is passed, or any steps are taken to pass a
resolution
to appoint an administrator,
o to a material member of the Company group;
* (insolvency) a material member of the Company group
is:
o unable to pay its debts when they are due; or
o presumed to be insolvent under the Corporations Act;
* (arrangements) a material member of the Company group
enters into or resolves to enter into any arrangement,
composition or compromise with, or assignment for the
benefit of, any of its creditors; or
* (unenforceability)
o a provision of this document is illegal, void, voidable or unenforceable;
o any person becomes entitled to terminate, repudiate, rescind or avoid any provision of this
document; or
o the execution, delivery or performance of this document by the Issuer breaches or results
in a contravention of any law.
--------------------------------------------------------------------------------------------------
Quotation The Notes will not be quoted on the ASX.
--------------------------------------------------------------------------------------------------
Transferability The Noteholder may transfer the Notes, subject to the prior written consent of the Company.
--------------------------------------------------------------------------------------------------
- Terms of ASX waiver
Based solely on the information provided, ASX Limited ("ASX") grants Crusader Resources Limited (the "Company") a waiver from Listing Rule 7.3.2 to allow the Company's notice of annual general meeting ("Notice") seeking shareholder approval for the issue of up to 14,400,000 shares ("Interest Shares") in consideration for the payment of interest of 8% per annum on convertible notes issued by the Company ("Convertible Notes") due to unrelated parties ("Noteholders"), not to state that the date by which the Company will issue the Interest Shares will be no later than 3 months after the date of the Meeting on the following conditions.
The Interest Shares must be issued to the Noteholders no later than 24 December 2019.
For any annual reporting period during which any of the Interest Shares have been issued or any of them remain to be issued, the Company's annual report sets out in detail the number of Interest Shares issued during the reporting period, the number of Interest Shares that remain to be issued and the basis on which the Interest Shares may be issued.
In any half year or quarterly report for a period during which any of the Interest Shares have been issued or remain to be issued, the Company must include a summary statement of the number of Interest Shares issued during the reporting period, and the number of Interest Shares that remain to be issued and the basis on which the Interest Shares may be issued.
The terms of the waiver are disclosed in the Notice.
The Notice contains a summary of the material terms of the Convertible Notes.
ASX has considered Listing Rule 7.3.2 only and makes no statement as to the Company's compliance with other Listing Rules.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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