Notice of General Meeting

 

TIDMGPN 
 
RNS Number : 9192H 
Gladstone Pacific Nickel Limited 
02 March 2010 
 

2 March 2010 
 
                        Gladstone Pacific Nickel Limited 
                                ACN 104 261 887 
 
                            Notice of General Meeting 
 
Gladstone Pacific Nickel Limited (the "Company") announces that, further to the 
announcement of 9 February 2010, a General Meeting of members will be held at 
6pm (Australian Eastern Standard Time) on Friday 9 April 2010 at Level 2, 380 
Queen Street, Brisbane 4000, Australia. 
 
The notice of General Meting, including an Explanatory Memorandum is being 
posted to shareholders. Extracts are set out below and a copy of the full notice 
will be available at the Company's website at: www.gladstonepacific.com.au. 
 
For further information please contact: 
 
Gladstone Pacific Nickel Ltd 
Julien McInally 
              Tel: [phone] 
 
                      Email: [e-mail] 
 
Grant Thornton Corporate Finance 
Gerry Beaney / Robert Beenstock 
Tel: [phone] 
 
 
Arbuthnot Securities 
John Prior 
               Tel: [phone] 
 
 
 
Notice of General Meeting (Extract) 
 
Notice is hereby given that a General Meeting of members of Gladstone Pacific 
Nickel Limited (ACN 104 261 887) (the "Company") will be held as follows: 
 
Date:                      9 April 2010 
Time:                     6:00 pm - Brisbane, Australia (AEST) 
Venue:                   Level 2, 380 Queen Street, Brisbane, Australia. 
 
The attached Explanatory Memorandum explains the items of business to be 
considered at the General Meeting and forms part of, and should be read in 
conjunction with, this notice. Capitalised terms in this notice are defined in 
the Explanatory Memorandum. 
 
The following resolutions have been proposed by Shareholders who collectively 
hold more than 5% of the shares on issue and are party to a notice under section 
249D of the Corporations Act 2001 (Cth) received by the Company on the 9th 
February 2010 and requiring the Company to convene this general meeting. 
 
Agenda 
 
RESOLUTION 1       Removal of Mr James Henderson as a Director 
 
To consider and, if thought appropriate pass, the following Ordinary Resolution: 
 
"That, in accordance with rule 100 of the Company's constitution, Mr James 
Gilbert Henderson be removed from office as a Director of the Company with 
effect from closure of the General Meeting." 
 
RESOLUTION 2       Appointment of Mr Vimal Sharma as a Director 
 
To consider and, if thought appropriate pass, the following Ordinary Resolution: 
 
"That, in accordance with rule 100 of the Company's constitution, Mr Vimal Kumar 
Sharma, having consented to his nomination as a Director of the Company, is 
appointed as a Director of the Company with effect from closure of the General 
Meeting." 
 
RESOLUTION 3       Removal of Mr Benjamin Hill as a Director 
 
To consider and, if thought appropriate pass, the following Ordinary Resolution: 
 
"That, in accordance with rule 100 of the Company's constitution, Mr Benjamin 
Samuel Hill be removed from office as a Director of the Company with effect from 
closure of the General Meeting." 
 
RESOLUTION 4       Appointment of Mr William Haseler as a Director 
 
To consider and, if thought appropriate pass, with or without amendment, the 
following Ordinary Resolution: 
 
"That, in accordance with rule 100 of the Company's constitution, Mr William 
Thomas Haseler, having consented to his nomination as a Director of the Company, 
is appointed as a Director of the Company with effect from closure of the 
General Meeting." 
 
By order of the Board of Directors 
 
Julien McInally 
Company Secretary 
Gladstone Pacific Nickel Limited 
2nd March 2010 
 
Explanatory Memorandum 
This Explanatory Memorandum explains the items of business to be considered at 
the General Meeting ("Meeting") to be held on 9th April 2010 and should be read 
in conjunction with the Notice of Meeting. 
 
Background 
On the 9th February 2010 the Company received a request to hold a general 
meeting of Shareholders in accordance with section 249D of the Corporations Act 
2001 (Cth) from Shareholders holding more than 5% of the votes that may be cast 
at a general meeting of the Company ("Request Notice"). The Request Notice was 
requested by Mineralogy Pty Ltd a wholly owned entity of Mr Clive Palmer. Mr 
Clive Palmer and his related entities hold a total of 50.04% of the ordinary 
shares on issue of the Company. The Request Notice was to consider the 
Resolutions 1, 2, 3 and 4 as indicated in this Explanatory Memorandum which is 
to remove two Directors of the Company and appoint two new Directors of the 
Company. 
 
Section 203D of the Corporations Act 2001 (Cth) provides the right for a 
Director being considered for removal to put their case to Shareholders by 
giving a written statement for circulation to members prior to the meeting 
occurring. The Directors the subject of the removal resolutions have reserved 
their rights to send to shareholders their written statement prior to the 
General Meeting. 
 
Information about Director Candidates 
The following information about the candidates for appointment as directors have 
been provided by them and has been accepted and included in this notice in good 
faith by the Company. This information has not been verified by the Company and 
to the fullest extent permitted by law, the Company disclaims responsibility for 
this information. 
 
RESOLUTION 2       Appointment of Mr Vimal Sharma as a Director 
 
Mr Sharma is a key executive of Mineralogy Group and manages its Western 
Australian operations since 1999. Mr Sharma, played a key role in management of 
the technical feasibility study of the Mineralogy iron ore project which was 
acquired in 2006 by the Hong Kong based CITIC Pacific Ltd. Mr Sharma is also a 
Director on the Board of ASX listed company, Australasian Resources Ltd; a 
Director of its wholly owned subsidiary, the International Minerals Pty Ltd 
which is developing the Balmoral South Iron Ore project. Prior to taking charge 
of Mineralogy's Western Australian operations, Mr. Sharma was employed by a 
major New South Wales Government authority. He was also a Director of Project 
Management for a technology development company. Mr Sharma has over 20 years 
experience in a variety of roles in international trade, investment and business 
development. He has also set up and conducted product development and quality 
control and marketing for numerous enterprises. Mr Sharma has been involved in 
the promotion of industry investments throughout Asia, Europe and the South 
Pacific and has represented in various international negotiations. 
 
 
RESOLUTION 4       Appointment of Mr William Haseler as a Director 
 
Mr William Haseler is the company lawyer for Mineralogy Pty Ltd (a wholly owned 
subsidiary of Mr Clive Palmer). He has 20 years experience as a 
litigation/company lawyer and has extensive experience in company law, contracts 
and joint ventures. Mr. Haseler has, in the course of his legal career appeared 
and instructed on many matters in the Supreme Courts of Queensland and New South 
Wales, the Appeal Courts and the High Court of Australia. He has been the legal 
advisor in litigation, mediation and arbitration matters to one of Australia's 
top four banks. Mr. Haseler holds a current practising certificate as a 
solicitor of the Supreme Court of Queensland. 
 
All Enquires in relation to this Notice of Meeting and Explanatory Memorandum 
should be directed to the Company Secretary, Mr Julien McInally (telephone +61 7 
3231 7100). 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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