Announcement PDF Constitution OD6 Metals Limited ACN 654 839 602 Contents 1 Interpretation 1.1 Definitions 1.2 Interpretation 1.3 Headings 1.4 Application of the Corporations Act, Listing Rules and Operating Rules 1.5 Application of ASX Listing Rules 1.6 Currency 1.7 Document components 1 1 2 4 4 4 4 5 2 Share capital 2.1 Shares 2.2 Preference shares 2.3 Variation of class rights 2.4 Non-recognition of interests 2.5 Joint holders of shares 2.6 Restricted Securities 2.7 Issue cap for certain offers under an employee incentive scheme 5 5 5 5 6 6 6 7 3 Calls, liens and forfeiture 3.1 Calls on shares 3.2 Lien on shares 3.3 Forfeiture of shares 7 7 8 9 4 Distributions 4.1 Dividends 4.2 Distribution of specific assets 4.3 Ancillary powers regarding distributions 4.4 Payments in respect of shares 4.5 Effectual receipt from one joint holder 4.6 Election to reinvest dividends 4.7 Election to accept shares instead of dividends. 4.8 Unclaimed dividends or other distributions 4.9 Capitalisation of reserves and profits 4.10 Applying a sum for the benefit of Shareholders 4.11 Implementing the resolution 4.12 Restricted Securities 11 11 11 12 13 13 13 13 13 14 14 14 15 5 Transfer and transmission of shares 5.1 Transferring Shares 5.2 Powers and obligation to refuse to register 5.3 Written notice to security holder of holding lock or refusal 5.4 Company to retain instrument of transfer 5.5 Resolution required for proportional takeover provisions 5.6 Procedure for resolution 5.7 Persons entitled to vote 5.8 Resolution passed or rejected 5.9 Resolution taken as passed 15 15 15 16 16 16 16 17 17 17 i 5.10 5.11 5.12 5.13 5.14 5.15 5.16 Takeover clauses cease to have effect Transmission of shares on death Information given by personal representative Death of joint owner Transmission of shares on bankruptcy Transmission of shares on mental incapacity Transmission of shares to joint holders 18 18 18 18 18 18 19 6 General meetings 6.1 Convening general meetings, cancellation or postponement 6.2 Notice of general meetings and use of technology 6.3 Non-receipt of or defective notice 6.4 Proxy, attorney or Representative appointments 6.5 Shareholder at a specified time 6.6 Quorum 6.7 Adjourned meetings 6.8 Chair of general meeting 6.9 Conduct of general meetings 6.10 Resolutions 6.11 Poll 6.12 Entitlement to vote 6.13 Joint shareholders' vote 6.14 Effect of unpaid call 6.15 Validity of vote in certain circumstances 6.16 Objection to voting qualification 6.17 Direct voting 6.18 Treatment of direct votes 6.19 Multiple votes 19 19 20 21 21 22 22 22 23 23 24 24 25 25 25 26 26 26 26 27 7 Directors 7.1 Number of Directors 7.2 Retirement and election of Directors 7.3 Office held until conclusion of meeting 7.4 Director elected at general meeting 7.5 Eligibility for election as Director 7.6 Casual vacancy or additional Director 7.7 Alternate Directors 7.8 Remuneration of Directors 7.9 Retirement benefits 7.10 Superannuation contributions 7.11 Additional or special duties 7.12 Expenses 7.13 Director's interests 7.14 Vacation of office of Director 27 27 27 27 28 28 28 28 29 30 30 30 30 30 31 8 Powers and duties of Directors 8.1 Directors to manage Company 8.2 Specific powers of Directors 8.3 Company as a wholly owned subsidiary 8.4 Appointment of attorney 31 31 31 32 32 ii 8.5 8.6 8.7 8.8 8.9 Provisions in power of attorney Signing of receipts and negotiable instruments Committees Delegation of Directors' powers Seals 32 32 32 32 32 9 Officers 9.1 Managing and Executive Directors 9.2 Secretary 33 33 33 10 Proceedings of Directors 10.1 Directors' meetings 10.2 Questions decided by majority 10.3 Alternate Director or proxy and voting 10.4 Chair and deputy chair of Directors 10.5 Director attending and voting by proxy 10.6 Quorum for Directors' meeting 10.7 Continuing Directors may act 10.8 Committee Meetings 10.9 Circulating resolutions 10.10 Validity of acts of Directors 34 34 34 34 35 35 35 35 35 36 36 11 Indemnity and insurance 11.1 Indemnity 11.2 Insurance 11.3 Contract 37 37 37 37 12 Winding up 12.1 Distribution of assets 12.2 Powers of liquidator to vest property 12.3 Shares issued on special terms 37 37 38 38 13 Inspection of and access to records 13.1 Inspection by Shareholders 13.2 Right of a Shareholder or other person to inspect 38 38 38 14 Notices 14.1 Document includes notice 14.2 Form of document 14.3 Methods of service 14.4 Time of service 14.5 Deemed notice to uncontactable Shareholders 14.6 Evidence of service 14.7 Joint holders 14.8 Persons entitled to shares 38 38 38 38 39 39 39 39 39 15 Small holdings 15.1 Definitions 15.2 Divestment Notice 15.3 Relevant Period 15.4 Company can sell Relevant Shares 15.5 No obligation to sell 15.6 Company as Shareholder's attorney 39 39 40 41 41 41 41 iii 15.7 15.8 15.9 15.10 15.11 15.12 15.13 15.14 Conclusive evidence Registering the purchaser Payment of proceeds Costs Remedy limited to damages Dividends and voting suspended Twelve month limit Effect of a takeover bid Schedule 1 – Terms of preference shares 41 41 41 42 42 42 42 42 43 iv Constitution Date 8 March 2022 (amended 23 November 2023) Company Name OD6 Metals Limited ACN 654 839 602 (Company) Type A public company limited by shares Background 1 This document sets out the primary rules that govern the Company. 1 Interpretation 1.1 Definitions The definitions set out below apply to this document. (a) Alternate Director means a person appointed as an alternate director under clause 7.7(a). (b) ASX means ASX Limited (ACN 008 624 691) or the securities exchange it operates, as the context requires. (c) Business Day means a day other than a Saturday, a Sunday, New Year's Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day declared and published by ASX to be a day which is not a business day. (d) Committee means a committee of Directors constituted under clause 8.7. (e) Corporations Act means the Corporations Act 2001 (Cth). (f) CS Facility has the same meaning as prescribed CS facility in the Corporations Act. (g) CS Facility Operator means the operator of a CS Facility. (h) Director means a person holding office as a director of the Company, and where appropriate includes an Alternate Director. (i) Directors means all or some of the Directors acting as a board. (j) ESS Interests has the meaning under section 1100M(1) of the Corporations Act. (k) Executive Director means a person appointed as an executive director under clause 9.1(a). 1 1.2 (l) Issuer Sponsored Holding means a holding on an electronic sub-register maintained by the Company in accordance with the Listing Rules. (m) Listing Rules means, in relation to a Stock Exchange, the rules of that Stock Exchange governing trading in securities quoted on that Stock Exchange, in force from time to time which apply while the company is a listed company, each as amended or replaced from time to time, except to the extent of any express written waiver by that Stock Exchange. (n) Managing Director means a person appointed as a managing director under clause 9.1(a). (o) Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended, varied or waived (whether in respect of the Company or generally) from time to time. (p) Prescribed Interest Rate means the rate determined by the Directors for the particular purpose or generally under this document, including any revised rate or new determination, and in the absence of a determination means a rate of 12% per annum. (q) Register means the register of Shareholders of the Company under the Corporations Act and, if appropriate, includes a branch register. (r) Registered Office means the registered office of the Company. (s) Representative means a person appointed to represent a corporate Shareholder at a general meeting of the Company in accordance with the Corporations Act. (t) Restricted Securities has the meaning given to it by the Listing Rules. (u) Restriction Deed means a restriction deed in a form prescribed by the Listing Rules or otherwise approved by a Stock Exchange. (v) Secretary means a person appointed under clause 9.2 as a secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company. (w) Shareholder means a person entered in the Register as a holder of shares in the capital of the Company. (x) Stock Exchange means any stock exchange on which shares in the capital of the company are quoted from time to time, which for the avoidance of doubt and without limitation may include ASX. Interpretation The interpretation rules set out below apply to this document unless the context requires otherwise. (a) Words in the singular include the plural and vice versa. (b) If a word or phrase is defined its other grammatical forms have corresponding meanings. (c) Including, such as, for example and similar expressions are not words of limitation. (d) A person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity. 2 (e) A person includes its executors, administrators, successors and permitted assigns. (f) A gender includes all other genders. (g) If a party consists of more than one person, this document binds each of them separately. (h) A document (including this document) includes the document as novated, amended or replaced and despite any change in the identity of the relevant parties. (i) A statute includes a regulation under it and includes any consolidation, amendment, re-enactment or replacement of any of them. (j) A regulation includes an instrument of a statutory character such as a rule, by-law, ordinance or proclamation. (k) A regulatory body which ceases to exist or whose powers or functions are substantially transferred to another body includes the replacement or transferee body. (l) Time is a reference to the local time in Western Australia. (m) If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day. (n) $ is a reference to Australian currency. (o) A power, an authority or a discretion given to a Director, the Directors, the Company in general meeting or a Shareholder may be exercised at any time and from time to time. (p) A reference to writing or written includes printing, typing and other modes of reproducing words in a visible form including any representation of words in a physical document or in an electronic communication or form or otherwise. (q) A chair appointed under this document may be referred to as a chairperson, chairwoman or as chair, as appropriate. (r) To the maximum extent permitted by law: (i) a reference to a document being signed includes that document being executed under hand or under Seal or by any other method, and in relation to an electronic copy of a document or electronic communication of the document, includes the document or communication being authenticated in accordance with relevant law relating to electronic transmissions or electronic authentication or any other method approved by the Directors; (ii) a reference to a meeting includes a meeting at which some or all attendance is by using technology approved by the Directors in accordance with this document; (iii) a reference to being present at a meeting or attending a meeting includes participating using technology approved by the Directors in accordance with this document; and (iv) a reference to a venue includes a reference to a ‘virtual’ venue hosted by means of technology approved by the Directors in accordance with this document. 3 1.3 Headings Headings do not affect the interpretation of this document. 1.4 Application of the Corporations Act, Listing Rules and Operating Rules In this document: 1.5 (a) a reference to the Listing Rules, the Operating Rules or a Stock Exchange only applies while the Company is on the official list of a Stock Exchange. (b) the provisions of the Corporations Act that apply as replaceable rules are displaced by this document and do not apply to the Company; (c) section means a section of the Corporations Act; and (d) unless the contrary intention appears: (i) a word or expression defined or used in the Corporations Act, the Listing Rules (if applicable) or Operating Rules (if applicable) has the same meaning when used in this document in a similar context; (ii) if any provision of this document is or becomes inconsistent with the Corporations Act, the Listing Rules or the Operating Rules, this document: (A) is taken to be read down to the extent of the inconsistency; or (B) if the relevant provision is not capable of being read down to the extent of the inconsistency, then this document is taken not to contain that provision to the extent of the inconsistency. Application of ASX Listing Rules While the Company is on the official list of ASX: 1.6 (a) despite anything contained in this document, if the Listing Rules prohibit an act being done, the act must not be done; (b) nothing contained in this document prevents an act being done that the Listing Rules require to be done; (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done as the case may be; (d) if the Listing Rules require this document to contain a provision and it does not contain such a provision, this document is taken to contain that provision; and (e) if the Listing Rules require this document not to contain a provision and it contains such a provision, this document is taken not to contain that provision. Currency Payments of dividends and other distributions by the Company may be made in Australian dollars or any other currency determined by the Directors in their discretion. Payments in different currencies may be made to different Shareholders as determined by the Directors in their discretion. If a payment is made in a currency other than Australian dollars the Directors may determine in their discretion the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the Directors are, in the absence of manifest error, final. 4 1.7 Document components This document includes all party descriptions, background information, recitals, agreed terms, clauses, items, schedules, signing pages, attachments and similar sections or components within this document, unless this document expressly states otherwise. 2 Share capital 2.1 Shares The issue of shares in the Company is under the control of the Directors who may: (a) issue, allot and cancel or otherwise dispose of shares in the Company; (b) grant options over unissued shares in the Company; (c) reclassify or convert shares; and (d) settle the manner in which fractions of a share, however arising, are to be dealt with, subject to the Corporations Act, the Listing Rules and any special rights conferred on the holders of any shares or class of shares. 2.2 Preference shares (a) 2.3 The Company may issue preference shares and issued shares may be converted into preference shares provided that the rights of the holders of the preference shares with respect to the repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares are: (i) as set out in Schedule 1; or (ii) as approved by a resolution of the Company in accordance with the Corporations Act. (b) The rights of holders of preference shares issued by the Company other than pursuant to Schedule 1, but in accordance with the Corporations Act, are determined by the terms of issue of those preference shares and the relevant resolution of the Company, and are not determined by or affected by the rights set out in Schedule 1. (c) Subject to the Corporations Act and the Listing Rules, the Company may issue preference shares which are, or at the option of the Company are, liable to be redeemed or to be converted into other shares on such conditions and in such a manner as the Directors decide under the terms of issue of the preference shares. (d) Subject to the Corporations Act and the Listing Rules, the Company may issue any combination of fully paid, partly paid or unpaid preference shares. (e) Despite this clause 2.2 and Schedule 1, the Company may not issue a preference share that confers on the holder rights that are inconsistent with those specified in the Listing Rules, except to the extent of any waiver or modification of the Listing Rules by the relevant Stock Exchange. Variation of class rights (a) The rights attached to any class of Shares may, unless their terms of issue state otherwise, be varied: 5 (b) 2.4 (i) with the written consent of the holders of 75% of the Shares of the class; or (ii) by a special resolution passed at a separate meeting of the holders of Shares of the class. The provisions of this document relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the holders of a class of shares except that: (i) a quorum is constituted by at least 2 persons who, between them, hold or represent one-third of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that person constitutes a quorum); and (ii) any holder of shares of the class, present in person or by proxy, or attorney or Representative, may demand a poll. Non-recognition of interests Except as required by law, the Company is not required to recognise: (a) a person as holding a share on any trust; or (b) any other interest in any share or any other right in respect of a share except an absolute right of ownership in the registered holder, whether or not it has notice of the trust, interest or right. 2.5 Joint holders of shares Where 2 or more persons are registered as the joint holders of shares then they are taken to hold the shares as joint tenants with rights of survivorship. However, the Company is not bound: 2.6 (a) to register more than 3 persons as joint holders of a share; or (b) to issue more than one certificate or holding statement for shares jointly held. Restricted Securities (a) While the Company is on the official list of ASX, the Company must recognise and comply with the Listing Rules with respect to Restricted Securities. (b) Without limiting the obligation to comply with the Listing Rules or any other provision of this document: (i) a holder of Restricted Securities must not Dispose of, or agree or offer to Dispose of, the Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or ASX; (ii) if the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company's issuer sponsored sub-register and are to have a holding lock applied for the duration of the escrow period applicable to those securities; 6 2.7 (iii) the Company must refuse to acknowledge any Disposal (including, without limitation, to register any transfer), of Restricted Securities during the escrow period except as permitted by the Listing Rules or the ASX; (iv) a holder of Restricted Securities will not be entitled to participate in any return of capital on those Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or ASX; and (v) if a holder of Restricted Securities breaches a Restriction Deed, the Listing Rules or a provision of this document restricting a Disposal of those Restricted Securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those Restricted Securities for so long as the breach continues. Issue cap for certain offers under an employee incentive scheme For the purposes of section 1100V(2)(a) of the Corporations Act, the Company may only make an offer of ESS Interests for monetary consideration if, at the time the offer is made, the Company reasonably believes: (a) the total number of fully paid shares that are, or are covered by, the ESS Interest of the Company that may be issued under the offer; and (b) the total number of fully paid shares that are, or are covered by, the ESS Interests that have been issued, or could have been issued, under offers made under the Company’s employee incentive scheme at any time during the 3 year period ending on the day the offer is made, does not exceed 10% of the number of fully paid shares issued by the Company as at the start of the day the offer is made. 3 Calls, liens and forfeiture 3.1 Calls on shares (a) The Directors may: (i) make calls on a Shareholder in respect of any money unpaid on the shares of that Shareholder, if the money is not by the terms of issue of those shares made payable at fixed times; (ii) make a call payable by instalments; and (iii) revoke or postpone a call. (b) A call is taken to be made at the time when the resolution of the Directors authorising the call is passed. (c) On receiving not less than 10 Business Days' notice (or any other period required by the Listing Rules) specifying the time or times and place of payment, each Shareholder must pay to the Company by the time or times, and at the place, specified in the notice the amount called on that Shareholder's shares. (d) The joint holders of a share are jointly and individually liable to pay all calls in respect of the share. 7 3.2 (e) The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, a Shareholder does not invalidate the call. (f) If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due must pay interest on the sum from the day it is due to the time of actual payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly or in part. (g) Subject to any notice requirements under the Listing Rules, if the terms of a share make a sum payable on issue of the share or at a fixed date, this is taken to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable. In the case of non-payment, all the relevant provisions of this document as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified. (h) The Directors may, on the issue of shares, differentiate between the holders of the shares as to the amount of calls to be paid and the times of payment. (i) The Directors may: (i) accept from a Shareholder the whole or a part of the amount unpaid on a share even if no part of that amount has been called; and (ii) authorise payment by the Company of interest on the whole or any part of an amount so accepted, until the amount becomes payable, at such rate, not exceeding the Prescribed Interest Rate, as is agreed between the Directors and the Shareholder paying the sum. Lien on shares (a) To the extent permitted by law, the Company has a first and paramount lien on every share for: (i) all due and unpaid calls and instalments in respect of that share; (ii) all money which the Company is required by law to pay, and has paid, in respect of that share; (iii) interest at the Prescribed Interest Rate on the amount due from the date it becomes due until payment; and (iv) reasonable expenses of the Company in respect of the default on payment. (b) The Company also has a first and paramount lien on each share registered in the name of the Shareholder for all money payable to the Company by the Shareholder under loans made under an employee incentive scheme. (c) A lien on a share under clause 3.2(a) or 3.2(b) extends to all distributions for that share, including dividends. (d) The Directors may at any time exempt a share wholly or in part from the provisions of clause 3.2(a) or 3.2(b). (e) The Company's lien on a share is extinguished if a transfer of the share is registered without the Company giving notice of the lien to the transferee. (f) A Shareholder must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Shareholder, the death of a Shareholder or the Shareholder's shares or any 8 distributions on the Shareholder's shares, including dividends, where the Company is either: (i) required by law to make the relevant payment; or (ii) advised by a lawyer qualified to practice in the jurisdiction of the relevant government or taxing authority that the Company is required by law to make the relevant payment. The Company is not obliged to advise the Shareholder in advance of its intention to make the payment. 3.3 (g) The obligation of the Shareholder to reimburse the Company is a debt due to the Company as if it were a call on all the Shareholder's shares, duly made at the time when the written demand for reimbursement is given by the Company to the Shareholder. The provisions of this document relating to non-payment of calls, including payment of interest and sale of the Shareholder's shares under lien, apply to the debt. (h) Subject to clause 3.2(i), the Company may sell, in any manner the Directors think fit, any share on which the Company has a lien. (i) A share on which the Company has a lien may not be sold by the Company unless: (i) an amount in respect of which the lien exists is presently payable; and (ii) the Company has, not less than 14 days before the date of sale, given to the registered holder of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a notice setting out, and demanding payment of, the amount which is presently payable in respect of which the lien exists. (j) For the purpose of giving effect to a sale under clause 3.2(h), the Company may receive the consideration, if any, given for the share so sold and may execute a transfer of the share sold in favour of the purchaser of the share, or do all such other things as may be necessary or appropriate for it to do to effect the transfer. The purchaser is not bound to see to the application of the purchase money. (k) The title of the purchaser to the share is not affected by any irregularity or invalidity in connection with the sale of the share under clause 3.2(h),. (l) The proceeds of a sale under clause 3.2(h) must be applied by the Company in payment of the amount in respect of which the lien exists as is presently payable, and the residue, if any, must be paid to the person entitled to the share immediately before the sale. The payment of any residue to the person entitled to the share immediately before the sale is subject to the existence of any like lien on the share immediately before the sale for amounts not presently payable. Forfeiture of shares (a) If a Shareholder fails to pay a call, or instalment of a call, on the day appointed for payment of the call or instalment, the Directors may, at any time afterwards during such time as any part of the call or instalment remains unpaid, give a notice to the Shareholder requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued and all costs and expenses that may have been incurred by the Company by reason of that non-payment. (b) The notice must name a further day, which is at least 14 days from the date of service of the notice, on or before which the payment required by the notice is to be made 9 and must state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited. (c) If a notice under clause 3.3(a) has not been complied with, the Directors may by resolution forfeit the relevant shares, at any time before the payment required by the notice has been made. (d) A forfeiture under clause 3.3(c) includes all dividends and other distributions to be made in respect of the forfeited shares which have not been paid or distributed before the forfeiture. (e) Subject to the Corporations Act, a share forfeited under clause 3.3(c) may be sold, reissued or otherwise disposed of to such person and on such terms as the Directors think fit. (f) If any share is forfeited under clause 3.3(c), notice of the forfeiture must be given to the Shareholder holding the share immediately before the forfeiture and an entry of the forfeiture and its date must be made in the Register. Any failure to give notice or enter the forfeiture in the Register does not invalidate the forfeiture. (g) The Directors may accept the surrender of any share which they are entitled to forfeit on any terms they think fit and any share so surrendered is taken to be a forfeited share. (h) At any time before a sale, re-issue or disposal of a share under clause 3.3(e) the forfeiture of that share may be cancelled on such terms as the Directors think fit. (i) A person whose shares have been forfeited: (i) ceases to be a Shareholder in respect of the forfeited shares; (ii) waives all claims and demands against the Company in respect of the forfeited shares; and (iii) remains liable to pay and will immediately pay to the Company all money that, at the date of forfeiture, was payable by that person to the Company in respect of the shares, plus interest at the Pr