Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
ASX: OD6
OD6 Metals Ltd
ACN 654 839 602
Level 1, 1 Alvan Street, Subiaco WA 6008
PO Box 277, North Beach, WA 6920
PO Box 2009, Esperance, WA 6450
General Meeting Notice
Dear Shareholder,
OD6 Metals Limited (the Company) will be holding a general meeting of shareholders at 10:00 am (AWST) on
20 July 2026 (Meeting) at Level 1, 1 Alvan Street, Subiaco WA 6008.
In accordance with the section 110D of the Corporations Act 2001 (Cth), the Company will not be sending hard
copies of the Notice of Meeting to shareholders unless a shareholder has elected to receive notices of meeting
in hard copy only pursuant to section 110E, or who otherwise requests a hard copy. The Notice can be viewed
online and downloaded via:
• the Company’s website at https://www.od6metals.com.au/investors/asx-announcements/;
• the Company’s ASX platform at https://www.asx.com.au/markets/company/OD6; or
• if the shareholder has nominated an email address and has elected to receive electronic
communications from the Company, the link sent by the Company to the shareholder’s nominated
email address.
A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the
attached proxy form to the Company’s share registry, Computershare Investor Services Pty Limited by:
Post to: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001. Proxy votes may also
be lodged online using the following link: www.investorvote.com.au.
Your proxy voting instruction must be received by 10:00 am (AWST) on 18 July 2026, being not less than 48
hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not
be valid for the Meeting.
The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of
action you should follow, you should consult your financial adviser, lawyer, accountant or other professional
adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s
share registry, Computershare Investor Services Pty Limited on 1300 850 505.
The Company will continue to closely monitor guidance from the Federal and State Government for any impact
on the proposed arrangements for the Meeting. If any changes are required, the Company will advise
Shareholders by way of announcement on ASX, and the details will also be made available on our website at
www.od6metals.com.au. The Company strongly encourages all shareholders to submit their directed proxy
votes in advance of the Meeting, as detailed above.
OD6 Metals Limited
ACN 654 839 602
Notice of General Meeting
Notice is given that a general meeting of the Company (Meeting) will be held at:
Time 10:00 am (AWST)
Date Monday, 20 July 2026
Place Level 1,
1 Alvan Street
Subiaco WA 6008
Important: This Notice is an important document that should be read in its entirety. If you are in any doubt
or have any questions about this document, you should promptly consult your stockbroker, accountant or
other professional adviser.
2
Notice of General Meeting
Notice is given that a general meeting of OD6 Metals Limited ACN 654 839 602 (Company) will be held at
10:00 am (AWST) on 20 July 2026 at Level 1, 1 Alvan Street, Subiaco WA 6008.
Agenda
1 Resolution 1 – Approval to issue Completion Consideration Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of 700,706 Shares to Mr Donald McDowell and Mr Thomas
Lynch (or their respective nominees), as described in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on
behalf of Mr Donald McDowell and Mr Thomas Lynch (and/or their respective nominees) and any
person who is expected to participate in, or who will obtain a material benefit as a result of, the
proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective
associates.
2 Resolution 2 – Approval to issue Conditional Facilitation Shares to Sapphire Beginnings Capital
Pty Ltd
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of 1,500,000 Shares to Sapphire Beginnings Capital Pty Ltd
(or its nominees) in part consideration for facilitation services provided to the Company as
described in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on
behalf of Sapphire Beginnings Capital Pty Ltd (and/or its nominees) and any person who is expected
to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a
benefit solely by reason of being a Shareholder), or any of their respective associates.
Voting exclusions and exceptions
Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant
Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions
are subject to the exceptions stated in the table below (as applicable).
3
Resolution Exceptions
1 and 2 The voting exclusion does not apply to a vote cast in favour of the Resolution by:
• a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with directions given to the proxy or attorney to vote on the
Resolution in that way;
• the Chair as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with a direction given to the Chair to vote on the Resolution as the
Chair decides; or
• a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:
− the beneficiary provides written confirmation to the Shareholder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the Resolution; and
− the Shareholder votes on the Resolution in accordance with directions given
by the beneficiary to the Shareholder to vote in that way.
Voting entitlements
The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations
2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the
registered holders at 5:00pm (AWST) on 18 July 2026. Accordingly, share transfers registered after that
time will be disregarded in determining entitlements to attend and vote at the Meeting.
Voting instructions
(a) Votes at the Meeting may be given personally or by proxy, attorney or representative.
(b) A proxy need not be a Shareholder of the Company.
(c) The Proxy Form sent with this Notice should be used for theMeeting.
(d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2
persons to act as proxies and may specify the proportion or number of votes that each proxy is
entitled to exercise. If a Shareholder does not specify the proportion or number of that
Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half
of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request.
No Shareholder may appoint more than 2 proxies.
(e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of
the individual or their attorney duly authorised in writing and, in the case of a member that is a
corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to
section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.
(f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such
power of attorney or a certified copy of it must be received by the Company in accordance with this
Notice.
4
(g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that
corporation at the Meeting. Appointments of corporate representatives must be received by the
Company in accordance with this Notice or handed in at the Meeting when registering as a
corporate representative.
(h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy
will automatically default to the Chair, who is required to vote proxies as directed on a poll.
(i) Proxy Forms (including any instruments under which they have been executed) and powers of
attorney granted by Shareholders must be lodged with the Company's share registry,
Computershare:
(i) by post to GPO Box 242, Melbourne VIC 3001;
(ii) online by visiting www.investorvote.com.au,
so that they are received no later than 48 hours before the commencement of the Meeting.
(a) The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention
Document availability
In accordance with section 110D of the Corporations Act, this Notice and Explanatory Statement are being
made available to Shareholders by electronic means and the Company will not be dispatching physical
copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard
copy only pursuant to section 110E, or who otherwise requests a hard copy of this Notice at least 48 hours
before the Meeting.
The Notice can be viewed online and downloaded via:
(a) the Company’s website at https://www.od6metals.com.au/investors/asx-announcements/;
(b) the Company’s ASX platform at https://www.asx.com.au/markets/company/OD6; or
(c) if the Shareholder has nominated an email address and has elected to receive electronic
communications from the Company, the link sent by the Company to the Shareholder’s nominated
email address.
Document components
This document includes this Notice and the accompanying Explanatory Statement and Proxy Form.
5
Authorisation
By order of the Board.
Joel Ives
Company Secretary
12 June 2026
6
Explanatory Statement
This Explanatory Statement sets out the information which the Directors believe is material to Shareholders
in deciding whether or not to pass the Resolutions.
The Explanatory Statement forms part of the Notice which should be read in its entirety. The Explanatory
Statement contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Statement includes the following information to assist Shareholders in deciding how to
vote on the Resolutions:
A Proxy Form is located at the end of the Explanatory Statement.
1 Resolution 1 – Approval to issue Completion Consideration Shares
1.1 General
As announced on 4 March 2026, the Company, together with wholly owned subsidiary, U.S.
Fluorspar LLC (incorporated in the State of Nevada, United States) (Buyer), entered into an option
agreement (Option Agreement) with Mr Donald McDowell and Mr Thomas Lynch (Sellers), granting
the Company and Buyer an option (Option) to acquire a 100% legal and beneficial interest in 48
unpatented lode mining claims covering 400 hectares in Nye County, Nevada, United States
(Mining Claims) which are prospective for Fluorspar and comprise the Quinn Fluorspar Project
(Project). The Sellers are not related parties of the Company nor shareholders in the Company.
The material terms of the Option Agreement and the acquisition of the Project (Acquisition) are set
out in Schedule 1.
As further announced on 9 June 2026, the Company has now exercised the option pursuant to the
Option Agreement (with exercise occurring on 5 June 2026). Accordingly, the Company is seeking
shareholder approval pursuant to ASX Listing Rule 7.1 to issue 700,706 Shares (having a deemed
value of A$100,000 based on the volume weighted average price of Shares traded on ASX during
the 10 trading days on which sales in Shares were recorded on ASX (10 Day VWAP) ending on 4
June 2026, being approximately $0.1427 per Share) (Completion Consideration Shares). In addition
to the Completion Consideration Shares, the Sellers were entitled to elect to receive either
A$100,000 cash payable at completion of the Acquisition (Completion Consideration Cash), or to
be issued additional Shares equal to the number of Completion Consideration Shares. Prior to the
date of this Notice, the Sellers have confirmed their election to receive the Completion
Consideration Cash at completion of the Acquisition.
Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to issue the
Completion Consideration Shares.
Resolution 1 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 1.
1.2 Listing Rule 7.1
Listing Rule 7.1 provides that 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%
7
of the number of fully paid ordinary securities on issue at the commencement of that 12 month
period.
Listing Rule 7.2 sets out various types of equity issues that are excluded from the operation of
Listing Rule 7.1 and 7.1A. The issue of the Completion Consideration Shares does not fall within any
of the exceptions to Listing Rule 7.1 and, at the time of entering into the Option Agreement, did not
fall within the 15% limit in Listing Rule 7.1. It therefore requires Shareholder approval under Listing
Rule 7.1.
If Resolution 1 is passed, the Company will be allowed to issue the Completion Consideration
Shares to the Sellers during the period of 3 months after the Meeting (or such later date as
permitted by any ASX waiver or modification of the Listing Rules), without using the Company's
15% annual placement capacity under Listing Rule 7.1. In addition, the Company will be able to
proceed to completion of the Acquisition.
If Resolution 1 is not passed, the Company will not be able to proceed with the issue of Completion
Consideration Shares to the Sellers and will not be able to proceed with the Acquisition.
1.3 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 proposed issue of Completion Consideration Shares:
(a) the Completion Consideration Shares will be issued to the Sellers (or their nominees), none
of whom is a related party of the Company or a “material investor” for the purposes of ASX
Guidance Note 21, paragraph 7.2;
(b) a maximum of 700,706 Shares are proposed to be issued to the Sellers (or their nominees);
(c) the Completion Consideration Shares issued will be fully paid ordinary shares in the capital
of the Company and rank equally in all respects with the Company's existing Shares on
issue;
(d) the Completion Consideration Shares will be issued no later than 3 months after the date of
the Meeting;
(e) the Completion Consideration Shares will be issued for nil cash consideration, as part
consideration for the Acquisition;
(f) no funds were raised from the issue of the Completion Consideration Shares as the
Completion Consideration Shares will be issued as part consideration for the Acquisition;
(g) the material terms on which Completion Consideration Shares will be issued are set out in
Schedule 1;
(h) the Completion Consideration Shares are not being issued under, or to fund, a reverse
takeover; and
(i) a voting exclusion statement is included in the Notice.
8
2 Resolution 2 – Approval to issue Conditional Facilitation Shares to Sapphire Beginnings
Capital Pty Ltd
2.1 General
As announced on 4 March 2026, in consideration for facilitating the Company’s entry into the
Option Agreement, the Company agreed to issue or pay Sapphire Beginnings Capital Pty Ltd
(Facilitator) the following consideration:
(a) 500,000 shares (Facilitation Shares), which were issued on 9 March 2026 pursuant to the
Company’s Listing Rule 7.1 capacity, with such issue ratified by Shareholders pursuant to
Listing Rule 7.4 on 22 April 2026;
(b) 10,000,000 options exercisable at $0.10 and expiring on 30 April 2028 (Facilitation
Options), which were issued on 23 April 2026 following Shareholder approval pursuant to
Listing Rule 7.1 obtained on 22 April 2026; and
(c) subject to the Company exercising the option in the Option Agreement to acquire the
Project and shareholder approval pursuant to Listing Rule 7.1, 1,500,000 Shares
(Conditional Facilitation Shares).
The Company notes that, based on the closing price of Shares on ASX of $0.115 per Share on 11
June 2026 (being the latest practicable date before the date of this Notice), the Conditional
Facilitation Shares have a market value of approximately $172,500.
Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to issue the
Conditional Facilitation Shares to the Facilitator (or its nominees).
Resolution 2 is an ordinary resolution.
2.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is contained in section 1.2.
Listing Rule 7.2 sets out various types of equity issues that are excluded from the operation of
Listing Rule 7.1 and 7.1A. The issue of the Conditional Facilitation Shares does not fall within any of
the exceptions to Listing Rule 7.1 and, at the time of agreeing to issue the Conditional Facilitation
Shares, did not fall within the 15% limit in Listing Rule 7.1. It therefore requires Shareholder
approval under Listing Rule 7.1.
The effect of Resolution 2 will be to allow the Company to issue the Conditional Facilitation Shares
during the period of 3 months after the Meeting (or such later date as permitted by any ASX waiver
or modification of the Listing Rules), without using the Company's 15% annual placement capacity
under Listing Rule 7.1.
If Resolution 2 is not passed, the Company will not issue the Conditional Facilitation Shares and will
instead be required, under its agreement with the Facilitator, to pay the Facilitator $75,000 in cash
within 10 Business Days of the Meeting in lieu of issuing the Conditional Facilitation Shares.
9
2.3 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 proposed issue of the Conditional Facilitation Shares to the Facilitator:
(a) the Conditional Facilitation Shares will be issued to the Facilitator (or its nominees);
(b) the maximum number of Conditional Facilitation Shares that the Company proposes to
issue to the Facilitator (or its nominees) is 1,500,000 Shares;
(c) the Conditional Facilitation Shares will be fully paid ordinary shares in the capital of the
Company and rank equally in all respects with the Company's existing Shares on issue;
(d) the Conditional Facilitation Shares will be issued no later than 3 months after the date of
the Meeting;
(e) the Conditional Facilitation Shares will be issued for nil cash consideration as part
consideration for facilitation services provided by the Facilitator to the Company in
connection with the Option Agreement;
(f) no funds will be raised from the issue of the Conditional Facilitation Shares as the
Conditional Facilitation Shares will be issued as part consideration for facilitation services
provided by the Facilitator to the Company in connection with the Option Agreement;
(g) the material terms on which the Conditional Facilitation Shares will be issued are set out in
section 2.1;
(h) the Conditional Facilitation Shares are not being issued under, or to fund, a reverse
takeover; and
(i) a voting exclusion is included in the Notice.
10
Definitions
In the Notice, words importing the singular include the plural and vice versa.
$ or A$ means Australian Dollars.
10 Day VWAP has the meaning in section 1.1.
Acquisition has the meaning in section 1.1.
Article means an article of the Constitution.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ACN 008 624 691 or the financial market operated by ASX Limited, as the context
requires.
Board means the board of Directors.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Buyer has the meaning in section 1.1.
Chair means the person appointed to chair the Meeting of the Company convened by the Notice.
Company means OD6 Metals Limited (ACN 654 839 602).
Completion Consideration Cash has the meaning in section 1.1.
Completion Consideration Shares has the meaning in section 1.1.
Conditional Facilitation Shares has the meaning in section 2.1.
Constitution means the constitution of the Company as at the date of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Equity Security has the same meaning as in the Listing Rules.
Explanatory Statement means the explanatory statement which forms part of the Notice.
Facilitator has the meaning in section 2.1.
Listing Rules means the listing rules of ASX.
Meeting has the meaning given in the introductory paragraph of the Notice.
Mining Claims has the meaning in section 1.1.
Notice means this notice of general meeting.
11
Official List means the official list of ASX.
Option has the meaning in section 1.1.
Option Agreement has the meaning in section 1.1.
Project has the meaning in section 1.1.
Proxy Form means the proxy form attached to or accompanying 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 Statement.
Securities means any Equity Securities of the Company (including Shares, options and/or performance
rights).
Sellers has the meaning in section 1.1.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means the holder of a Share.
VWAP means volume weighted average market price.
WST means Western Standard Time being the time in Perth, Western Australia.
12
Schedule 1 – Material terms of the Acquisition
Key terms of the acquisition (Acquisition) are outlined below:
1. Consideration
In consideration for the granting of the Option, the Company paid a non-refundable option payment of
A$75,000 (Option Payment). The Company exercised the Option on 5 June 2026.
Subject to satisfaction (or waiver) of the conditions (see section 4 below), the consideration payable by the
Company and Buyer for the Acquisition is comprised of:
(i) at Completion:
(A) subject to shareholder approval pursuant to ASX Listing Rule 7.1 (LR 7.1), the issue of the
Completion Consideration Shares; and
(B) payment of the Completion Consideration Cash,
(together, Completion Consideration).
(ii) post Completion:
(A) subject to the Buyer receiving all regulatory approvals (including the US Forest Service
(USFS)) reasonably necessary for the Buyer to commence an initial drilling program on the
Project (1st
DA Milestone), the Sellers will receive the following consideration:
a. subject to shareholder approval pursuant to LR 7.1, issue such number of Shares to the
Sellers (or their nominees) with a deemed value of A$100,000 based on the 10 Day VWAP
ending on the date of satisfaction of the 1st
DA Milestone (1st
DA Consideration Shares);
and
b. at the election of the Sellers:
i. payment of A$100,000 by the Buyer to the Sellers in immediately available funds
within 10 Business Days of satisfaction of the 1st
DA Milestone (1st
DA Cash
Consideration); or
ii. subject to shareholder approval, issue such number of Shares to the Sellers (or
their nominees) with a deemed value of A$100,000 at the same issue price as
the 1st
DA Consideration Shares,
(together, the 1st
DA Consideration).
(B) subject to OD6 releasing an announcement to ASX confirming the initial drilling program
for the Project has commenced (2nd
DA Milestone), the Sellers will receive the following
consideration:
13
a. subject to shareholder approval pursuant to LR 7.1, issue such number of Shares to the
Sellers (or their nominees) with a deemed value of A$175,000 based on the 10 Day VWAP
ending on the date of satisfaction of the 2nd
DA Milestone (2nd
DA Consideration Shares);
and
b. at the election of the Sellers:
i. payment of A$175,000 by the Buyer to the Sellers in immediately available
funds within 10 Business Days of satisfaction of the 2nd
DA Milestone (2nd
DA
Cash Consideration); or
ii. subject to shareholder approval, issue such number of Shares to the Sellers (or
their nominees) with a deemed value of A$175,000 at the same issue price as
the 2nd
DA Consideration Shares,
(together, the 2nd
DA Consideration).
(C) subject to satisfaction of the Tranche 1 Milestone (see below):
a. subject to shareholder approval pursuant to LR 7.1, issue such number of Shares to the
Sellers (or their nominees) with a deemed value of A$250,000 based on the 10 Day VWAP
ending on the date of satisfaction of the Tranche 1 Milestone (Tranche 1 Shares); and
b. at the election of the Sellers:
i. payment of A$250,000 by the Buyer to the Sellers in immediately available funds
within 10 Business Days of the date of satisfaction of the Tranche 1 Milestone
(Tranche 1 Cash Consideration); or
ii. subject to shareholder approval, issue such number of Shares to the Sellers (or
their nominees) with a deemed value of A$250,000 at the same issue price as
the Tranche 1 Shares,
(Tranche 1 Consideration);
(D) subject to satisfaction of the Tranche 2 Milestone (see below):
a. subject to shareholder approval pursuant to LR 7.1, issue such number of Shares to the
Sellers (or their nominees) with a deemed value of A$375,000 based on the 10 Day VWAP
ending on the date of satisfaction of the Tranche 2 Milestone (Tranche 2 Shares); and
b. at the election of the Sellers:
i. payment of A$375,000 by the Buyer to the Sellers in immediately available funds
within 10 Business Days of the date of satisfaction of the Tranche 2 Milestone
(Tranche 2 Cash Consideration); or
14
ii. subject to shareholder approval, issue such number of Shares to the Sellers (or
their nominees) with a deemed value of A$375,000 at the same issue price as
the Tranche 2 Shares,
(Tranche 2 Consideration);
(E) subject to satisfaction of the Tranche 3 Milestone (see below):
a. subject to shareholder approval pursuant to LR 7.1, issue such number of Shares to the
Sellers (or their nominees) with a deemed value of A$500,000 based on the 10 Day VWAP
ending on the date of satisfaction of the Tranche 3 Milestone (Tranche 3 Shares); and
b. at the election of the Sellers:
i. payment of A$500,000 by the Buyer to the Sellers in immediately available funds
within 10 Business Days of the date of satisfaction of the Tranche 3 Milestone
(Tranche 3 Cash Consideration); or
ii. subject to shareholder approval, issue such number of Shares to the Sellers (or
their nominees) with a deemed value of A$500,000 at the same issue price as
the Tranche 3 Shares,
(Tranche 3 Consideration);
(F) subject to satisfaction of the Tranche 4 Milestone (see below):
a. subject to shareholder approval pursuant to LR 7.1, issue such number of Shares to the
Sellers (or their nominees) with a deemed value of A$500,000 based on the 10 Day VWAP
ending on the date of satisfaction of the Tranche 4 Milestone (Tranche 4 Shares); and
b. at the election of the Sellers:
i. payment of A$500,000 by the Buyer to the Sellers in immediately available funds
within 10 Business Days of the date of satisfaction of the Tranche 4 Milestone
(Tranche 4 Cash Consideration); or
ii. subject to shareholder approval, issue such number of Shares to the Sellers (or
their nominees) with a deemed value of A$500,000 at the same issue price as
the Tranche 4 Shares,
(Tranche 4 Consideration);
(together, the Consideration).
The Company must seek shareholder approval to issue any Shares to be issued post Completion within 60
days of satisfaction of the relevant 1st
DA Milestone, 2nd
DA Milestone or Deferred Milestone (or such later
date agreed by the Sellers). In the event that shareholder approval pursuant to LR 7.1 is not obtained for
any such issue of Shares, the Buyer will be required to pay the deemed value of such Shares in cash.
15
2. Royalty
In addition to the Consideration, the Buyer will also grant the Sellers a 2% net smelter royalty (NSR) on any
fluorspar minerals (Fluorspar Royalty) recovered from the Project and 1% NSR (Other Minerals Royalty) on
any other minerals recovered from the Project, provided that no royalty is payable until Commencement of
Commercial Production.
“Commencement of Commercial Production” means the commencement of commercial production on
claims forming the Project, which will be satisfied if a concentrator or other processing facility is located on
the Project, the last day of a period of 30 consecutive days in which such concentrator or other processing
facility processed ore from the Project at 100% of its daily rated concentrating or processing capacity (being
the name plate capacity (or similar terminology) as defined in the BFS (see the Tranche 3 Milestone
below)), subject to industry standard exclusions for testing of ore or concentrate.
In addition, any additional unpatented mining claims, patented mining claims or other property interests
within the geographic area consisting of the mining claims comprising the Project, plus an eleven (11) mile
East-West by eight (8) mile North-South area of land (AOI) that may be acquired by U.S. Fluorspar or any of
the Company’s other US subsidiaries are subject to the Fluorspar Royalty and Other Minerals Royalty
(provided that acquisitions of unpatented mining claims, patented mining claims or other property interests
located within the AOI from third parties, will not be subject to the Fluorspar Royalty and Other Minerals
Royalty).
The Buyer will have the right to buyback half of the Fluorspar Royalty by ma
Share your feedback
Discover