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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Murchison Utd | LSE:MUU | London | Ordinary Share | AU000000FTE4 | NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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MURCHISON UNITED N.L ACN 009 087 852
NOTICE OF GENERAL MEETING
Shareholders are advised that a General Meeting of Murchison United NL (the Company) will be held on Friday 13 July
2007 at the Celtic Club, 48 Ord Street, West Perth, Western Australia, commencing at 10.00 am (Perth Time).
Information on each resolution set out below is contained in the Explanatory Statement, which accompanies and
forms part of this Notice of Meeting.
1. RATIFICATION OF ISSUE OF SHARES
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That approval is given under Rule 7.4 of the ASX Listing Rules and for all other purposes for the issue on
7 June 2007 of 40,819,165 fully paid ordinary shares in the Company at an issue price of A$0.11 to
sophisticated investor clients of Hartleys Limited and D J Carmichael Pty Limited."
Voting Exclusion statement
For the purposes of the ASX Listing Rule 7.5.6, the Company will disregard any votes cast on this resolution by
any person who has participated in the issue and any associates of those persons, if the resolution is passed.
However, the Company 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 a 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.
2. APPROVAL FOR THE ISSUE OF 19,180,835 SHARES AT A$0.11
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That approval is given under Rule 7.1 of the ASX Listing Rules for the issue and allotment of up to
19,180,835 fully paid ordinary shares in the Company at an issue price of A$0.11 to sophisticated investor
clients of Hartleys Limited and D J Carmichael Pty Limited."
Voting Exclusion statement
For the purposes of the ASX Listing Rule 7.3.8, the Company will disregard any votes cast on this resolution by
any person who may participate in the proposed issue and any other person who may obtain a benefit, except a
benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates
of those persons. However, the Company 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 a 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.
EXPLANATORY STATEMENT
Shareholders should read the Explanatory Statement accompanying this Notice for further information regarding the
above resolutions.
PROXIES
A shareholder who is entitled to vote at the meeting has a right to appoint a proxy and should use the proxy form
enclosed with this notice. The proxy need not be a shareholder of the Company.
A shareholder who is entitled to cast 2 or more votes may appoint two proxies and may specify the proportion or
number of votes each proxy is appointed to exercise. If two proxies are appointed and the appointment does not
specify the proportion or number of votes that the proxy may exercise, section 249X of the Corporations Act 2001
takes effect so that each proxy may exercise half of the votes (ignoring fractions).
A proxy's authority to speak and vote for a shareholder at the meeting is suspended if the shareholder is present at
the meeting.
The proxy form must be signed and dated by the shareholder or the shareholder's attorney. Joint shareholders must
each sign.
Proxy forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an
attorney) must be received by Murchison United NL:
* At GPO Box 2870, West Perth, Western Australia 6872 or
36 Outram Street, West Perth, Western Australia 6005 or
* On fax number +618 9322 4073,
No later than 10.00am (Perth time) Wednesday 11 July 2007.
BODIES CORPORATE
A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise
at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states
otherwise, the representative may exercise all of the powers that the appointing body could exercise or in voting on
a resolution.
POINT AT WHICH VOTING RIGHTS ARE DETERMINED
It has been determined that under the Corporations Regulations 7.11.37, for the purposes of the annual general
meeting, shares will be taken to be held by the persons who are the registered holders at 5pm (Perth time) on
Wednesday 11 July 2007. Accordingly, share transfers registered after that time will be disregarded in determining
entitlements to attend and vote at the meeting.
By order of the Board
M D Reilly
Managing Director
14 June 2007
MURCHISON UNITED N.L ACN 009 087 852
EXPLANATORY STATEMENT TO ACCOMPANY THE NOTICE OF GENERAL MEETING
1. Introduction
This Explanatory Statement has been prepared for the shareholders of Murchison United NL (Murchison or the
Company) in connection with the General Meeting of the Company to be held at 10.00 am (Perth time) on
Friday 13 July 2007 at the Celtic Club, 48 Ord Street, West Perth, Western Australia.
Murchison is continuing to investigate resource opportunities in Australia and internationally to assess
their appropriateness for the Company. To be able to finance such investigations the Company must raise
capital to fund the necessary project evaluations and review.
The Company therefore announced to ASX and AIM on 7 May 2007 its intention to raise A$6,600,000 by the
issue of 60,000,000 Shares at A$0.11. Of these Shares, 40,819,165 Shares have already been issued to
sophisticated clients of Hartleys Limited and D J Carmichael Pty Limited and the Company is now seeking
ratification of that issue under resolution 1. Subject to Shareholder approval of resolution 2 being
first obtained, a further 19,180,835 Shares will be issued to sophisticated clients of Hartleys Limited
and D J Carmichael Pty Limited. Information on each of the resolutions is set out below.
2. Resolution 1 - Ratification of Issue of Shares
On the 7th June 2007 the Company successfully completed a placement of 40,819,165 Shares at A$0.11 per
Share to raise A$4,490,108 before costs.
ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an
issue of equity securities if the securities will, when aggregated with the securities issued by the
Company during the previous 12 months, exceed 15% of the number on issue at the commencement of that 12
month period.
Under ASX Listing Rule 7.4, an issue of securities made without approval under ASX Listing Rule 7.1 is
treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if each of the
following applies:
(a) The issue did not breach ASX Listing Rule 7.1; and
(b) Holders of the ordinary securities subsequently approve it.
The issue of the 40,819,165 Shares did not breach ASX Listing Rule 7.1 because the Shares, when aggregated
with the securities issued by the Company during the previous 12 months (other than securities issued with
shareholder approval) did not exceed 15% of the number of securities on issue at the commencement of that
12 month period as calculated under the formula set out in ASX Listing Rule 7.1. However, the Company now
seeks Shareholder ratification of the issue of the 40,819,165 Shares pursuant to ASX listing Rule 7.4 in
order to reinstate the Company's capacity to issue up to 15% of its issued capital, if required, in the
next 12 months without Shareholder approval.
The information requirements of ASX Listing Rule 7.5 require the following information to be provided to
Shareholders:
(a) Number of securities allotted:
40,819,165 Shares
(b) Price at which the securities were issued:
A$0.11
(c) Basis upon which the allottees were determined:
The Shares were allotted to sophisticated clients of Hartleys Limited (Stockbrokers) and D J
Carmichael Pty Limited (Stockbrokers). None of the allottees are related parties of the Company.
(d) Terms of the securities:
The Shares rank equally in all respects with the existing Shares on issue.
(e) Intended use of funds raised:
The funds raised are to be used by Murchison to progress its uranium and copper projects which
may include:
* exploration and drilling programmes for the Company's extensive portfolio of uranium
exploration projects comprising some 13,600km2 of highly prospective tenements in
Mauritania and Guinea, West Africa;
* pursuing a planned drilling programme at its Millenium copper project in the Cloncurry
region of Queensland, Australia;
* funding Murchison's share of the works programme being developed with its joint venture
partner, Aditya Birla Minerals, for its interest in the Maroochydore copper project in
Western Australia; and
* the ongoing investigation of other resource opportunities in Australia and
internationally.
3. Resolution 2 - Approval for the issue of 19,180,835 shares at A$0.11
ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an
issue of equity securities if the securities will, when aggregated with the securities issued by the
Company during the previous 12 months, exceed 15% of the number on issue at the commencement of that 12
month period.
Shareholder approval under Listing Rule 7.1 is sought to ensure that the proposed issue of Shares by the
Company pursuant to resolution 2 does not result in the Company being in breach of ASX Listing Rule 7.1,
and to provide the Company with flexibility to make future issues of securities during the next 12 months
without first having to obtain approval of its shareholders.
The information requirements of ASX Listing Rule 7.3 require the following information to be provided to
shareholders:
(a) Number of securities to be allotted:
19,180,835 Shares
(b) Price at which the securities are to be issued:
A$0.11
(c) Basis upon which the allottees will be determined:
The securities will be allotted to sophisticated clients of Hartleys Limited (Stockbrokers) and D
J Carmichael Pty Limited (Stockbrokers). None of the allottees will be related parties of the
Company.
(d) Terms of the securities:
The Shares will rank equally in all respects with the existing Shares on issue.
(e) Intended use of funds raised:
The funds raised are to be used by Murchison to progress its uranium and copper projects which
may include:
* exploration and drilling programmes for the Company's extensive portfolio of uranium
exploration projects comprising some 13,600km2 of highly prospective tenements in
Mauritania and Guinea, West Africa;
* pursuing a planned drilling programme at its Millenium copper project in the Cloncurry
region of Queensland, Australia;
* funding Murchison's share of the works programme being developed with its joint venture
partner, Aditya Birla Minerals, for its interest in the Maroochydore copper project in
Western Australia; and
* the ongoing investigation of other resource opportunities in Australia and
internationally.
(f) Dates by which the Shares will be issued
The Shares will be issued and allotted by not later than 3 months after the date of the Meeting
or such later date as permitted by a waiver of the ASX Listing Rules.
Definitions and Interpretation
Definition
In this Explanatory Statement, the following terms have the following meaning unless the context otherwise
requires:
AIM means the Alternative Investment Market of the London Stock Exchange.
ASIC means the Australian Securities and Investments Commission.
ASX means the Australian Stock Exchange operated by Australian Stock Exchange Limited (ABN 98 008 624 691).
ASX Listing Rules means the Listing Rules of ASX and "Listing Rules" has an identical meaning.
Board means the Board of Directors of the Company.
Business Day means any day that is not Saturday, Sunday or a public holiday in Western Australia.
Company means Murchison United NL ACN 009 087 862.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation, as
amended from time to time.
Director means a director of the Company.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company, as defined in the Constitution of the Company.
Interpretation
Terms used in this Explanatory Statement have the same meaning as in the Corporations Act unless the context
otherwise requires.
This page has been intentionally left blank.
MURCHISON UNITED N.L ACN 009 087 852
PROXY FORM
To: The Company Secretary Address: GPO Box 2870
Murchison United NL West Perth
WA 6872
Facsimile: +618 9322 4073
I/We (name of shareholder) ...............................
Of (address)......................................
Being a shareholder/shareholders of Murchison United NL hereby appoint:
(name).........................................
of (address).......................................
or failing that person then the Chairman of the General Meeting as my/our proxy to attend and vote for me/us on
my/our behalf at the General Meeting of Murchison United NL to be held at the Celtic Club, 48 Ord Street, West Perth,
WA on 13 July 2007 at 10.00 am (Perth time), and at any adjournment of that meeting.
This form is to be used in accordance with the directions below. Unless the proxy is directed, he or she may vote or
abstain as he or she thinks fit.
If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed
your proxy how to vote on a resolution below, please place a mark in this box.
By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the
outcome of a resolution and votes cast by him other than, as proxy holder will be disregarded because of that
interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the
Meeting will not cast your votes and your votes will not be counted in computing the required majority if a poll is
called on this item. The Chairman of the Meeting intends to vote undirected proxies in favour of all resolutions.
For Against Abstain
Item 1 Approval of ratification of the issue of 40,819,165
shares
Item 2 Approval for issue of 19,180,835 shares
If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is.........%.
(An additional proxy form will be supplied by the Company on request).
DATED this......................Day of......................,2007
If the shareholder is an individual:
Signature:
..................................................
Name:
................................................
If the shareholder is a company:
Affix common seal (if required by Constitution)
....................... ....................
Director/Sole Director and Secretary Director/Secretary
MURCHISON UNITED N.L ACN 009 087 852
Instructions for Appointment of Proxy
A shareholder entitled to attend and vote is entitled to appoint no more than two proxies.
If a shareholder appoints two proxies and the appointment does not specify the proportion or number of the
shareholder's votes each proxy may exercise half of the votes.
Every shareholder present in person or by proxy shall on a show of hands have one vote. On a poll every
shareholder present in person or by proxy, attorney or representative shall have one vote for each share held.
The instrument in appointing a proxy shall be in writing under the hand of the appointer or of his or her attorney
duly authorised in writing or, if the appointer is a corporation, either under seal or under hand of an officer or
attorney duly authorised in writing. A proxy need not be a shareholder of the company.
The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed
or a notarially certified copy of that power or authority must be received by the Company at the office of the
Company, 36 Outram Street, West Perth, Western Australia, or by facsimile on +618 9322 4073 by no later than 10.00
am (Perth time) on 11 July 2007.
Murchison United N.L
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