Registration of Securities of a Canadian Issuer — SEA’34 §12(g) — Form 40-F
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 40FR12G Form 40-F HTML 72K
2: EX-3.1 Articles of Continuance and By-Laws 16 68K
3: EX-3.2 Amendment 1 to Articles and By-Laws 1 21K
4: EX-3.3 Amendment 2 to Articles and By-Laws 1 20K
5: EX-3.4 Amendment 3 to Articles and By-Laws 1 20K
6: EX-4.1 Special Warrant Indenture Dated January 25, 2002 56 234K
7: EX-4.2 Special Warrant Indenture Dated April 24, 2002 55 236K
8: EX-4.3 Special Warrant Indenture Dated December 12, 2002 55 240K
9: EX-4.4 Special Warrant Indenture Amendment Agreement 3 25K
10: EX-10.1 Material Change Report Dated January 7, 2002 2 23K
11: EX-10.2 Material Change Report Dated February 12,2002 2 25K
12: EX-10.3 Material Change Report Dated March 21, 2002 5 33K
13: EX-10.4 Material Change Report Dated March 22, 2002 2 25K
14: EX-10.5 Material Change Report Dated September 16, 2002 4 31K
15: EX-10.6 Material Change Report Dated March 7, 2003 4 32K
16: EX-10.7 Material Change Report Dated July 31, 2003 6 40K
17: EX-10.8 Amended Material Change Report of August 18, 2003 6 42K
18: EX-10.9 Material Change Report Dated November 6, 2003 2 24K
19: EX-13.1 Annual Report Year Ended December 31, 2001 8 50K
28: EX-13.10 Renewal Aif for Year Ended December 31, 2002 64 298K
20: EX-13.2 Quarterly Report Period Ended March 31, 2002 14 74K
21: EX-13.3 Quarterly Report Period Ended June 30, 2002 11 73K
22: EX-13.4 Quarterly Report Period Ended September 30, 2002 17 103K
23: EX-13.5 Annual Report Year Ended December 31, 2002 41 214K
24: EX-13.6 Financial Statements for 2002, 2001 46 199K
25: EX-13.7 Quarterly Report Period Ended March 31, 2003 12 66K
26: EX-13.8 Quarterly Report Period Ended June 30, 2003 25 130K
27: EX-13.9 Revised Aif for Year Ended December 31, 2001 60 266K
29: EX-19.1 Roscoe Postle Technical Report Dated Jan. 11, 2002 200 533K
30: EX-19.2 Addendum 1 to Roscoe Postle Technical Report 19 64K
31: EX-19.3 Addendum 2 to Roscoe Postle Technical Report 17 66K
32: EX-19.4 Amec E&C Technical Report Dated February 24, 2003 699 2.73M
33: EX-19.5 Amec E&C Technical Report Dated July 21, 2003 489 914K
34: EX-19.6 Australian App 4B Half Year Report to June 30/02 33 171K
35: EX-19.7 Australia Se Quarterly Tech Report to June 30/03 21 112K
36: EX-19.8 Australia Se App 4D Half Year Report to June 30/03 29 144K
44: EX-23.1 Consent of Deloitte & Touche LLP 1 20K
53: EX-23.10 Consent of Indo Assay Labs 1 20K
54: EX-23.11 Consent of Gordon Toll 1 20K
55: EX-23.12 Consent of Lakefield Research 1 21K
56: EX-23.13 Consent of Derek Rance 1 20K
57: EX-23.14 Consent of Stephen Juras 1 21K
58: EX-23.15 Consent of Chemex Labs 1 22K
59: EX-23.16 Consent of Malcolm Hancock 1 20K
60: EX-23.17 Consent of Ian White 1 20K
61: EX-23.18 Consent of Analabs Co. Ltd. 2 24K
62: EX-23.19 Consent of Dale Sketchley 1 20K
45: EX-23.2 Consent of Roscoe Postle Assoc. Inc. 1 21K
63: EX-23.20 Consent of Charles Forster 1 22K
64: EX-23.21 Consent of D. George Cargill 1 22K
65: EX-23.22 Consent of John McIntyre 1 20K
66: EX-23.23 Consent of Gildar Arseneau 2 24K
67: EX-23.24 Consent of Barry Smee 1 21K
68: EX-23.25 Consent of Als Chemex (Formerly Bondar Clegg) 1 21K
69: EX-23.26 Consent of Anson Griffith 1 22K
70: EX-23.27 Consent of Paul Chare 1 22K
71: EX-23.28 Consent of Minnovex Technologies Inc. 1 21K
72: EX-23.29 Consent of Sgs Mineral Services (Formerly Xral) 1 21K
46: EX-23.3 Consent of Amec E&C Services Ltd. 2 26K
73: EX-23.30 Consent of Goodmans 1 20K
74: EX-23.31 Consent of Douglas Kirwin 1 20K
75: EX-23.32 Consent of Harry Parker 1 22K
47: EX-23.4 Consent of James A. Currie 1 21K
48: EX-23.5 Consent of Dundee Securities Corp. 1 20K
49: EX-23.6 Consent of Grant Thornton 1 20K
50: EX-23.7 Consent of Grd Minproc Ltd. 1 20K
51: EX-23.8 Consent of Rsg Global Pty. Ltd. 1 20K
52: EX-23.9 Consent of Chris Wilson 1 21K
37: EX-20.1 Notice & Proxy Circular Dated May 16, 2002 17 86K
38: EX-20.2 Notice & Proxy Circular Dated November 27, 2002 23 92K
39: EX-20.3 Notice & Proxy Circular Dated April 15, 2003 44 190K
40: EX-20.4 Letter to Shareholders Dated May 8, 2002 8 40K
41: EX-20.5 Letter to Shareholders Dated May 29, 2002 8 47K
42: EX-20.6 Letter to Shareholders Dated August 29, 2002 6 48K
43: EX-20.7 Letter to Shareholders Dated November 28, 2002 8 51K
76: EX-99.1 Short Form Prospectus Dated March 25, 2002 57 255K
77: EX-99.2 Short Form Prospectus Dated March 25, 2002 29 141K
78: EX-99.3 Earn-In Agreement Dated May 5, 2000 24 129K
79: EX-99.4 Amendment 1 to Earn-In Agreement 14 49K
80: EX-99.5 Short Form Prospectus Dated June 6, 2002 15 78K
81: EX-99.6 Short Form Prospectus Dated January 31, 2003 28 142K
82: EX-99.7 Short Form Prospectus Dated January 31, 2003 28 141K
83: EX-99.8 Short Form Prospectus Dated June 2, 2003 11 63K
EX-20.2 — Notice & Proxy Circular Dated November 27, 2002
Exhibit Table of Contents
Exhibit 20.2
NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS
AND
MANAGEMENT PROXY CIRCULAR
OF
IVANHOE MINES LTD.
DATED: NOVEMBER 27, 2002
IVANHOE MINES LTD.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 23, 2002
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Ivanhoe Mines
Ltd. (the "Corporation") will be held on Monday, December 23, 2002, at 9:30
a.m., local time, in Suite 629, the World Trade Centre, 999 Canada Place,
Vancouver, British Columbia for the following purposes:
1. To consider and, if deemed advisable, pass a resolution authorizing, in
accordance with the requirements of listing rule 7.1 of the Australian
Stock Exchange Limited ("ASX"), the issue of up to 50 million Equity
Securities (in addition to any other securities otherwise issuable in
compliance with the ASX Listing Rules) to such allottees and at such issue
price(s) as determined by the Directors as set out in this Management Proxy
Circular, such issuance to be authorized to take place on or before the
later of: (i) three months following the date of the Meeting; or (ii)
subject to any applicable ASX waiver, the date of the Corporation's next
annual general meeting. For purposes of this resolution, an "Equity
Security" is a Common Share or a security or other right convertible into
or exchangeable for a Common Share including a Common Share Purchase
Warrant or a Special Warrant;
2. To consider any amendment to a matter identified in this Notice; and
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The board of directors has fixed November 22, 2002 as the Record Date for the
determination of shareholders entitled to notice of, and to vote at, this
Special Meeting and at any adjournment thereof.
A Management Proxy Circular, Form of Proxy, and return envelope accompany this
Notice of Meeting.
A SHAREHOLDER, WHO IS UNABLE TO ATTEND THE MEETING IN PERSON AND WHO WISHES TO
ENSURE THAT SUCH SHAREHOLDER'S SHARES WILL BE VOTED AT THE MEETING, IS REQUESTED
TO COMPLETE, DATE AND EXECUTE THE ENCLOSED FORM OF PROXY AND DELIVER IT BY
FACSIMILE (604) 688-4301 OR (416) 363-9524, BY HAND OR BY MAIL IN ACCORDANCE
WITH THE INSTRUCTIONS SET OUT IN THE FORM OF PROXY AND IN THE MANAGEMENT PROXY
CIRCULAR.
Dated at Vancouver, British Columbia, this 27th day of November, 2002.
BY ORDER OF THE BOARD
"BEVERLY A. BARTLETT"
CORPORATE SECRETARY
IVANHOE MINES LTD.
World Trade Centre
Suite 654 - 999 Canada Place
Vancouver, British Columbia, V6C 3E1
MANAGEMENT PROXY CIRCULAR
THIS MANAGEMENT PROXY CIRCULAR IS FURNISHED TO THE COMMON SHAREHOLDERS
("SHAREHOLDERS") OF IVANHOE MINES LTD. (THE "CORPORATION") BY MANAGEMENT OF THE
CORPORATION IN CONNECTION WITH THE SOLICITATION OF PROXIES TO BE VOTED AT THE
SPECIAL MEETING (THE "MEETING") OF THE SHAREHOLDERS TO BE HELD AT 9:30 A.M.,
LOCAL TIME, ON DECEMBER 23, 2002 IN SUITE 629, WORLD TRADE CENTRE, 999 CANADA
PLACE, VANCOUVER, BRITISH COLUMBIA, AND AT ANY ADJOURNMENT THEREOF, FOR THE
PURPOSES SET FORTH IN THE NOTICE OF MEETING. UNLESS OTHERWISE STATED, THIS
MANAGEMENT PROXY CIRCULAR CONTAINS INFORMATION AS AT NOVEMBER 27, 2002.
SOLICITATION OF PROXIES
The solicitation of proxies by management will be primarily by mail, but proxies
may be solicited personally or by telephone by directors, officers and regular
employees of the Corporation.
All costs of this solicitation will be borne by the Corporation.
APPOINTMENT OF PROXYHOLDERS
A shareholder entitled to vote at the Meeting may, by means of proxy, appoint a
proxyholder or one or more alternate proxyholders, who need not be shareholders,
to attend and act at the Meeting for the shareholder and on the shareholder's
behalf.
The individuals named in the accompanying form of proxy are directors and/or
officers of the Corporation. A SHAREHOLDER MAY APPOINT, AS PROXYHOLDER OR
ALTERNATE PROXYHOLDER, A PERSON OR PERSONS OTHER THAN ANY OF THE PERSONS
DESIGNATED IN THE ACCOMPANYING FORM OF PROXY, AND MAY DO SO EITHER BY INSERTING
THE NAME OR NAMES OF SUCH PERSONS IN THE BLANK SPACE PROVIDED IN THE
ACCOMPANYING FORM OF PROXY OR BY COMPLETING ANOTHER SUITABLE FORM OF PROXY.
An appointment of a proxyholder or alternate proxyholders will not be valid
unless a form of proxy making the appointment, signed by the shareholder or by
an attorney of the shareholder authorized in writing, (a "Proxy") is deposited
with CIBC Mellon Trust Company, by facsimile (604) 688-4301 or (416) 363-9524,
by mail to P.O. Box 1900, Vancouver, B.C. V6E 3X1, or 200 Queens Quay East, Unit
6, Toronto, Ontario, M5A 4K9, or by hand, to Suite 1600, The Oceanic Plaza, 1066
Hastings Street, Vancouver, British Columbia, V6E 3K9 not less than 48 hours
(excluding Saturdays, Sundays and statutory holidays) before the Meeting or the
adjournment thereof at which the Proxy is to be used.
1
REVOCATION OF PROXIES
A shareholder who has given a Proxy may revoke the Proxy
(a) by depositing an instrument in writing executed by the shareholder or
by the shareholder's attorney authorized in writing
(i) with CIBC Mellon Trust Company, not less than 48 hours
(excluding Saturdays, Sundays and statutory holidays) before the
Meeting or the adjournment thereof at which the Proxy is to be
used,
(ii) at the registered office of the Corporation at any time up to
and including the last business day preceding the day of the
Meeting, or an adjournment thereof, at which the Proxy is to be
used,
(iii) with the chairman of the Meeting on the day of the Meeting or an
adjournment thereof, or
(b) in any other manner provided by law.
A revocation of a Proxy will not affect a matter on which a vote is taken before
the revocation.
EXERCISE OF DISCRETION
On a poll, the nominees named in the accompanying form of Proxy will vote or
withhold from voting the shares represented thereby in accordance with the
instructions of the shareholder. The Proxy will confer discretionary authority
on the nominees named therein with respect to
(a) each matter or group of matters identified therein for which a choice
is not specified, other than the appointment of an auditor and the
election of directors,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that properly comes before the Meeting.
IN RESPECT OF A MATTER FOR WHICH A CHOICE IS NOT SPECIFIED IN THE PROXY, THE
NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE SHARES REPRESENTED BY
THE PROXY AT THEIR OWN DISCRETION FOR THE APPROVAL OF SUCH MATTER.
As of the date of this Management Proxy Circular, management of the Corporation
knows of no amendment, variation or other matter that may come before the
Meeting, but if any amendment, variation or other matter properly comes before
the meeting, each
2
nominee named in the accompanying form of Proxy intends to vote thereon in
accordance with the nominee's best judgment.
VOTES NECESSARY TO PASS RESOLUTIONS
The Corporation's by-laws provide that a quorum for the transaction of business
at the Meeting consists of at least one individual present and holding, or
representing by proxy the holder(s) of, shares carrying in the aggregate not
less than five percent (5%) of the shares entitled to vote at the Meeting.
Under the Yukon Business Corporations Act (the "YBCA") a majority of the votes
cast by shareholders at the Meeting is required to pass an ordinary resolution
and a majority of two-thirds of the votes cast at the Meeting is required to
pass all special resolutions.
At the Meeting, shareholders will be asked to consider and, if deemed warranted,
to pass an ordinary resolution, the full text of which is set out under
"Particulars of Matters to be Acted Upon -- Australian Stock Exchange
Restriction on Issuance of Securities" in this Management Proxy Circular.
The Resolution is an ordinary resolution and as such, requires approval by a
majority of the votes cast by shareholders at the Meeting.
VOTING SHARES
The Corporation has an authorized capital consisting of an unlimited number of
Common Shares without par value and an unlimited number of Preference Shares
without par value.
As of November 27, 2002, the Corporation had issued 205,147,382 fully paid and
non-assessable Common Shares without par value, each carrying the right to one
vote. As of such date no Preference Shares were issued or outstanding.
A holder of record of one or more common shares on the securities register of
the Corporation at the close of business on November 22, 2002 (the "Record
Date") who either attends the Meeting personally or deposits a proxy in the
manner and subject to the provisions described above will be entitled to vote or
to have such share or shares voted at the Meeting, except to the extent that
(a) the shareholder has transferred the ownership of any such share after
the Record Date, and
(b) the transferee produces a properly endorsed share certificate for, or
otherwise establishes ownership of, any of the transferred shares and
makes a demand to CIBC Mellon Trust Company no later than 10 days
before the Meeting that the transferee's name be included in the list
of shareholders in respect thereof.
3
NOTICE TO HOLDERS OF CHESS UNITS OF FOREIGN SECURITIES OVER COMMON SHARES TRADED
ON THE AUSTRALIAN STOCK EXCHANGE
In Australia the "holders" of the Corporation's common shares traded on the
Australian Stock Exchange do not actually hold the shares but rather CHESS Units
of Foreign Securities (`CUFS'), a form of depositary receipt. The shares are
held by the Corporation's depositary nominee, CHESS Depositary Nominees Pty Ltd
(`CDN').
If you are a holder of CUFS you cannot vote personally at the meeting. However,
you may direct CDN on how it should vote on the resolutions described in the
Notice of Meeting and Management Proxy Circular. If you do so, CDN will cast
proxy votes in accordance with your directions. You are also permitted to attend
the Meeting.
If you wish to direct CDN on how it should vote on the resolutions you should
complete the attached `Direction to CDN Form' and return it to Advanced Share
Registry Services ("ASRS"), Level 7, 200 Adelaide Terrace, Perth, Western
Australia, 6000, Australia (Telephone: +61 8 9221 7288, Facsimile: +61 8 9221
7869). You must complete the form and return it to ASRS by 11 a.m. (Perth time)
on 19 December 2002.
Please note that as a CUFS holder you must complete the `Direction to CDN Form'
not the Proxy form.
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES
The information set forth in this section is of significant importance to many
holders of Common Shares as a substantial number of holders of Common Shares do
not hold their Common Shares in their own name.
Holders of Common Shares who do not hold their Common Shares in their own name
(referred to in this Information Circular as "Beneficial Holders of Common
Shares") should note that only proxies deposited by holders of Common Shares
whose names appear on the records of the Corporation as the registered holders
of Common Shares can be recognized and acted upon at the Meeting. If the Common
Shares are listed in an account statement provided to a holder of common Shares
by a broker, then in almost all cases those shares will not be registered in the
name of the holder of the Common Shares on the records of the Corporation. Such
Common Shares will more likely be registered under the names of the holders' of
Common Shares broker or an agent of that broker. In Canada, the vast majority of
shares are registered under the name of CDS & Co. (the registration name for The
Canadian Depositary for Securities, which acts as nominee for many Canadian
brokerage firms). Common Shares held by brokers or their agents or nominees can
only be voted (for or against resolutions) upon the instructions of the
Beneficial Holder of Common Shares. Without specific instructions, brokers and
their agents and nominees are prohibited from voting shares for the broker's
clients. Therefore, Beneficial Holders of Common Shares should ensure that
instructions respecting the voting of their Common Shares are communicated to
the appropriate person.
Applicable regulatory policy requires intermediaries/brokers to seek voting
instructions from Beneficial Holders of Common Shares in order to ensure that
their Common
4
Shares are voted at the Meeting. The purpose of the Instrument of Proxy or other
form of proxy supplied to a Beneficial Holder of Common Shares by its broker (or
agent of the broker) is limited to instructing the registered holder of common
Shares (the broker or agent of the broker) how to vote on behalf of the
Beneficial Holder of common Shares. The majority of brokers now delegate
responsibility for obtaining instructions from clients to ADP Investor
Communications ("ADPIC"). ADPIC typically mails a special proxy form to the
Beneficial Holders of common Shares and asks Beneficial Holders of Common Shares
to return such proxy forms to ADPIC. ADPIC then tabulates the results of all
instructions received and provides appropriate instructions respecting the
voting of Common Shares to be represented at the Meeting. A Beneficial Holder of
Common Shares receiving a proxy form from ADPIC cannot use that proxy to vote
Common Shares directly at the Meeting -- the proxy must be returned to ADPIC
well in advance of the Meeting in order to have the Common Shares voted at the
meeting.
Although a Beneficial Holder of Common Shares may not be recognized directly at
the Meeting for the purposes of voting Common Shares registered in the name of
his or her broker (or agent of the broker), a Beneficial Holder of Common Shares
may attend at the Meeting as proxy holder for the registered holder of Common
shares and vote the common Shares in that capacity. Beneficial Holders of common
shares who wish to attend at the Meeting and indirectly vote their Common Shares
as proxy holder for the registered holder of Common Shares should enter their
own names in the blank space on the Instrument of Proxy provided to them and
return the same to their broker (or the broker's agent) in accordance with the
instructions provided by such broker (or agent), well in advance of the Meeting.
PRINCIPAL HOLDERS OF SECURITIES
To the knowledge of the directors and senior officers of the Corporation, the
only persons who beneficially own, directly or indirectly, or exercise control
or direction over shares carrying more than 10% of the voting rights attached to
the outstanding Common Shares of the Corporation, the approximate number of
common shares so owned, controlled or directed and the percentage of voting
shares of the Corporation represented by such shares and the share ownership by
the current directors and senior officers of the Corporation as a group are:
[Download Table]
NUMBER OF SHARES PERCENTAGE OF
OWNED, CONTROLLED OR SHARES
NAME AND ADDRESS DIRECTED OUTSTANDING
---------------------- -------------------- --------------
Robert M. Friedland 100,758,334 49.12%
Hong Kong
Directors and Officers
as a group(1) 101,546,128(2) 49.55%
(1) The directors and officers, as a group, hold 6,605,000 common shares
issuable upon exercise of incentive stock options.
(2) Includes 100,758,334 shares held directly and indirectly by Robert M.
Friedland.
5
PARTICULARS OF MATTERS TO BE ACTED UPON
RESOLUTION -- AUSTRALIAN STOCK EXCHANGE RESTRICTION ON ISSUANCE OF SECURITIES
At the Meeting, Shareholders will be asked to consider and, if deemed advisable,
pass a resolution authorizing, in accordance with the requirements of listing
rule 7.1 of the Australian Stock Exchange Limited ("ASX"), the issue of up to 50
million Equity Securities (in addition to any other securities otherwise
issuable in compliance with the ASX Listing Rules) to such allottees and at such
issue price(s) as determined by the Directors as set out in this Management
Proxy Circular, such issuance to be authorized to take place on or before the
later of: (i) three months following the date of the Meeting; or (ii) subject to
any applicable ASX waiver, the date of the Corporation's next annual general
meeting. For purposes of this resolution, an "Equity Security" is a Common Share
or a security or other right convertible into or exchangeable for a Common Share
including a Common Share Purchase Warrant or a Special Warrant.
BACKGROUND
TORONTO STOCK EXCHANGE REQUIREMENTS IN RESPECT OF SHARE ISSUANCES
The Corporation's Common Shares have been listed on The Toronto Stock Exchange
("TSX") since June 1996, and, accordingly, the Corporation is subject to
regulation under the rules and policies of the TSX Company Manual (the "TSX
Code"), including TSX Code restrictions on the number of equity securities that
may be issued pursuant to private placement transactions.
The TSX Code provides that the aggregate number of listed securities which are
issued (or made subject to issuance) pursuant to a "private placement"
transaction during any six month period may not exceed 25% of the number of
securities of the issuer which are outstanding (on a non-diluted basis) prior to
giving effect to such transaction without both TSX and shareholder approval. A
"private placement" transaction is the issuance of treasury securities of a
listed class (or convertible into a listed class) without Canadian prospectus
disclosure or reliance on the exempting provisions of Canadian provincial
securities legislation. Public offerings of securities by prospectus are not
limited by any percentage restriction under the TSX Code.
The applicable provisions of the TSX Code referred to above are set out on
Schedule A to this Management Proxy Circular.
AUSTRALIAN STOCK EXCHANGE REQUIREMENTS IN RESPECT OF SHARE ISSUANCES
The Common Shares of the Corporation have been listed on the ASX since September
1996 as a Foreign Exempt Listing. On July 1, 2002, as the result of a change in
the policy of the ASX in respect of the listing of foreign companies on the ASX,
the Corporation changed its listing category from an exempt listing to a full
listing in order for the Corporation's Common Shares to remain listed on the
ASX. Accordingly since July 1, 2002, the Corporation has been subject to the ASX
Listing Rules applicable to all non-
6
exempt listed companies, including a specific limitation on the ability of
listed companies to raise equity capital without ongoing shareholder approvals.
ASX listing rule 7.1 restricts the ability of the Corporation to issue certain
equity securities during any twelve month period to 15% of the outstanding
Common Shares at the beginning of such period, unless the Corporation has
received shareholder approval or a specific exemption or waiver is applicable.
This shareholder approval can be prospective or, provided an issuance of shares
is in compliance with the 15% limitation, in the form of a subsequent
ratification. Unlike the TSX Code, the ASX listing rule restrictions include all
issuances of "equity securities" of the Corporation, including public offerings
by prospectus, unless a specific exemption is available under listing rule 7.2
or a waiver is received from the ASX. The principal exemption relevant to
capital raising under the listing rule is a rights issue whereby new equity
securities to be issued must first be offered pre-emptively to existing
shareholders on a pro-rata basis. Since July 1, 2002 no "equity securities" have
been issued toward the 15% percent limit. At the date of this Management Proxy
Circular there are 205,147,382 Common Shares issued and outstanding. The text of
listing rules 7.1 through 7.5 is set out in Schedule B to the Management Proxy
Circular.
APPEAL OF ASX LISTING RULE 7.1
Following July 1, 2002 the Corporation has sought a number of waivers from the
ASX in order to harmonise, as far as possible, the requirements of the ASX
Listing Rules with the regulatory framework of the TSX and other Canadian
regulators. One of the principal waivers sought by the Corporation is a
conditional waiver from listing rule 7.1. It is the Corporation's position that
strict compliance with listing rule 7.1 restricts the Corporation's ability to
raise capital in North American and other markets. Because North American
capital raising practices do not typically involve pre-emptive offers to
existing shareholders, but rely instead on rapid financing techniques designed
to accelerate the completion of offerings to third parties, the effect of
listing rule 7.1 is to oblige the Corporation to obtain ongoing shareholder
approvals or specific transactional exemptions or waivers from the ASX in order
to take advantage of market windows to raise equity capital.
As an example, prior to its full listing on the ASX the Corporation completed
two "bought deals", a financing technique which allowed the Corporation to
achieve a legally binding irrevocable contractual commitment for the placement
of significant quantities of its shares within hours. The "bought deal"
financing technique would not have been feasible to take advantage of market
windows if a prior shareholder approval had been required, having regard to
where the Corporation stood under the 15% limit, or if the Corporation needed to
seek regulatory approvals or seek transactional waivers.
Given North American capital market dynamics, the Corporation cannot rely on
rights offerings to complete large equity offerings. This technique may be
appropriate for companies based and principally operating in certain
jurisdictions such as Australia, but North America capital raising practices
rarely rely on this financing technique, the only significant capital raising
exemption to the restrictions under ASX listing rule 7.1, absent a shareholders'
meeting.
7
The Corporation is actively involved in ongoing exploration activities in
Mongolia and elsewhere which require ongoing funding in order to continue
development of such properties. Over the longer term, the Corporation will need
to obtain additional funding for, or third party participation in, its
undeveloped or partially developed properties to bring them into production.
Accordingly the Corporation continually monitors the opportunity to raise
additional equity capital as a method of funding its activities, provided market
conditions are favourable. It is important for the Corporation and its
shareholders for the Corporation to be in a position to respond to such market
opportunities.
The Corporation is presently appealing a decision of the ASX Management to not
grant the Corporation relief from the requirements of listing rule 7.1. The
Corporation is seeking relief from the mechanical elements of listing rule 7.1
that are inconsistent with regulatory requirements and customary practices in
Canada while attempting to address ASX policy considerations. The Corporation
has proposed to ASX placing a resolution before the shareholders of the
Corporation at each annual general meeting of the shareholders of the
Corporation, similar to the resolution before the Meeting. With respect to such
annual resolutions, shareholders would be asked to approve further issuances of
securities during the forthcoming year. At the time of the Management Proxy
Circular, the results of the appeal are not available and, accordingly, there
can be no assurance that the ASX will grant the Corporation the relief sought.
REASONS FOR SEEKING SHAREHOLDER APPROVAL AT THE MEETING
Management of the Corporation is placing this resolution before the shareholders
as a temporary measure in order to maintain the flexibility it had to raise
capital for the benefit of the Corporation and its shareholders prior to
becoming subject to the limitations and regulation of listing rule 7.1. Given
the lengthy time delay in reaching a resolution of its waiver application in
respect of listing rule 7.1 and the uncertain outcome of its ongoing appeal of
that rule, Management feels it is prudent to take the step of placing this
resolution before the Corporation's shareholders to be in a position to respond
to market opportunities in the near term and not be prevented from doing so
pending a resolution of its appeal of listing rule 7.1.
Accordingly, in compliance with listing rule 7.1, the Corporation is seeking the
authority to issue up to 50 million Equity Securities during the three month
period following the Meeting, or subject to any applicable ASX waiver, until the
next annual general meeting of the Corporation expected to be in June 2003.
Regardless of the outcome of the ongoing appeal or any applicable ASX waiver,
the passing of this resolution will permit the Corporation the temporary measure
of being able to issue Equity Securities for the next three months on
substantially the same basis as the Corporation could raise equity capital prior
to the Corporation becoming subject to the ASX Listing Rules. The number of
Equity Securities issued pursuant to any private placement transactions would
still be limited by applicable TSX rules, but the issuance of shares by public
offering would not be subject to the ASX listing rule 7.1 limitations (subject
to the parameters established by the resolution itself).
8
PARTICULARS IN RESPECT OF PROPOSED RESOLUTION
In accordance with listing rule 7.3, the following particulars relate to the
proposed resolution:
(i) The maximum number of Common Shares issuable, either directly by the
Corporation or upon exercise of a right of conversion of other Equity
Securities (defined in (v) below), will be 50 million Common Shares;
(ii) Any securities issued pursuant to this Resolution will be issued on or
before the later of (i) three months following the date of the Meeting; and
(ii) subject to any applicable ASX waiver, the date of the Corporation's
annual general meeting in 2003, expected to be in June, 2003;
(iii) The minimum issue price for purposes of satisfying listing rule 7.3.3 for
each whole Common Share or underlying Common Share will be Cdn.$2 per
Common Share or underlying Common Share. As a practical matter, Equity
Securities issued by way of a private placement will not be issued for less
than a 15% discount to market price in accordance with applicable TSX
rules. Equity Securities issued by public offering would be determined by
the Corporation based on prevailing market conditions and, if applicable,
negotiation with underwriters;
(iv) Equity Securities issued under a private placement will be issued primarily
to institutional or sophisticated investors in accordance with applicable
North American or other securities laws. Equity Securities may also be
issued to investors under an underwritten or best efforts public offering.
Equity Securities may also be issued in connection with an acquisition by
the Corporation to a vendor of assets. The persons to whom securities will
be issued will be determined by the Directors of the Corporation. The names
of the allottees are not known, with the Directors of the Corporation to
use their absolute discretion in respect of any allotment. It is not
anticipated that any director or their associates would participate in any
such allotment in the absence of appropriate approvals;
(v) Equity Securities issuable pursuant to this resolution are Common Shares,
or a security or other right convertible into, or exchangeable for, Common
Shares including Common Share Purchase Warrants or Special Warrants.
o Any Common Shares issued would be fully paid Common Shares ranking in
parity to the other outstanding Common Shares of the Corporation.
o A Common Share Purchase Warrant is a right exercisable by the holder
to acquire a Common Share upon payment of minimum exercise price of
$2, and may be issued for no additional consideration at the time of
issue.
o Pursuant to applicable rules of the TSX, any Common Share Purchase
Warrant issued in a private placement transaction will not be
exercisable for an exercise price less than the closing market price
of the underlying
9
Common Share on the trading day preceding the date of stock exchange
notification of the issue and may only be exercisable for five years
from the date of issuance. A purchaser of Common Share Purchase
Warrants would be entitled upon exercise to no more than one Common
Share per Common Share Purchase Warrant, subject to adjustment
provisions which would entitle the purchaser to adjust the number of
Common Shares issuable in order to account for the effect of a stock
dividend, share split or consolidation or other capital structure
change affecting the Common Shares of the Corporation;
o Special Warrants would be issued by private placement and subject to a
minimum Cdn. $2 issue price per underlying Common Share. Special
Warrants grant the holder (of Special Warrants) Common Shares upon
exercise or deemed exercise of the Special Warrants (within 120 days
of the issue date of the Special Warrants), upon clearance of a
prospectus with respect to the distribution of securities, without
payment of additional consideration by the holders of the Special
Warrants;
(vi) The Equity Securities may be issued in one or more transactions (i.e.
allotment would occur progressively). The Corporation may, at the request
of a purchaser or as required by applicable securities laws, prepare and
file in British Columbia and other applicable jurisdictions a prospectus in
connection with an issuance of Equity Securities;
(vii) The securities, or some of them, authorized hereunder may be sold through
underwriters or licensed brokers and the Corporation may pay negotiated
underwriting or brokers commissions or finder's fees in accordance with
applicable laws; and
(viii) The intended use of proceeds raised is to fund drilling and exploration
expenditures in respect of the Corporation's properties in Mongolia, to
fund exploration activities in respect of the Corporation's other existing
properties and properties acquired in the future, to fund the acquisition
of additional properties or assets and for working capital and general
corporate and administrative purposes.
VOTING EXCLUSION -- The Corporation will disregard any votes cast on this
resolution by (i) persons who may participate in the proposed issue and (ii)
persons who might obtain a benefit if this resolution is passed, except a
benefit solely in the capacity of a holder of Common Shares, and (iii) any
associates of those persons. However, the Corporation need not disregard a vote
if: it is cast by the 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 the 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. Any
person voting on this resolution will not be able to participate in the issue of
Equity Securities pursuant to this resolution.
10
EXECUTIVE COMPENSATION
In accordance with the requirements of applicable securities legislation in
Canada, the following executive compensation disclosure is provided in respect
of the Corporation's President and Chief Executive Officer as at December 31,
2001, and each of the four most highly compensated executive officers ("Named
Executive Officers") whose annual compensation exceeded $100,000 in the year
ended December 31, 2001. During the year ended December 31, 2001, the aggregate
compensation paid to all officers of the Corporation who received more than
$40,000 in aggregate compensation during such period was US$1,134,065.
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of all compensation paid during the
years ending December 31, 1999, 2000 and 2001 to each of the Named Executive
Officers of the Corporation.
[Enlarge/Download Table]
Annual Compensation Long Term Compensation
-------------------------------- ----------------------------------
Awards Payouts
-------------------------- -------
Securities Restricted
Other Under Shares or
Annual Options/ Restricted All
Compen- SARs Share LTIP Other
Name and Salary Bonus sation Granted Units Payout Compen
Principal Position Year(1) (US$) (US$) (US$) (#) (US$) (US$) -sation
(US$)
------------------ ------ ------- ---------- ------- ---------- ---------- ------ -------
DANIEL KUNZ 2001 250,000 1,578,00 6,700
President 2000 200,000 35,000 0 22,104
1999 150,000 55,888 52,354
(60,400)(3)
---- ------- ------- -------- ------
GORDON TOLL 2001 202,593 1,550,00 2,207
Deputy Chairman 2000 N/A 0
1999 N/A
---- ------- ------- -------- ------
EDWARD C. 2001 156,619 682,500 2,381
ROCHETTE(2) 2000 143,628 38,635
Senior Vice-President 1999 117,112 57,646 2,740
Legal and (62,300)(3)
---- ------- ------- -------- ------
Administration
DOUGLAS KIRWIN 2001 150,000 182,500 36,000
Senior Vice-President 2000 109,200 39,023
Exploration 1999 109,200 3,728
---- ------- ------- -------- ------
JAIME TRONCOSO 2001 150,000 176,667
Vice-President, 2000 150,000 1,860
Kazakhstan 1999 162,000 43,027 43,333
(46,500)(3)
==== ======= ======= ======== ======
11
(1) All three years are entered for each reporting executive officer, however,
the compensation figures are reported from the year the executive officer
was required to report.
(2) In each of the years described, Mr. Rochette's compensation was pro-rated
consistent with time spent on the business of the Corporation.
(3) Common shares were granted to certain Named Executive Officers on October
4, 1999 at a deemed value of Cdn$1.39 per Share.
LONG TERM INCENTIVE PLAN
The Corporation does not presently have a long-term incentive plan for its
executive officers.
OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
The following Options/SARs were granted to Named Executive Officers in the
financial year ended December 31, 2001:
[Download Table]
MARKET
% TOTAL VALUE OF
SECURITIES OPTIONS/SAR SECURITIES
UNDER GRANTED TO (1)EXERCISE UNDERLYING
OPTIONS/SAR EMPLOYEES IN OR BASE OPTIONS/SAR
NAME GRANTED (#) FINANCIAL PRICE S ON THE DATE EXPIRATION
YEAR ($/SECURITY) OF GRANT(1) DATE
($/SECURITY)
----------- ----------- ------------ ----------- ------------- -----------
Daniel Kunz 1,078,000 12.32 $1.20 $1.18 Jan 25/06
500,000 5.72 $1.70 $1.18 Performance
Based(2)
----------- ------------ ------------ ------------- -----------
Gordon Toll 1,500,000 17.15 $1.20 $1.18 Jan 25/06
50,000 0.57 $1.70 $1.18 Performance
Based(2)
----------- ------------ ------------ ------------- -----------
Edward 532,500 6.09 $1.20 $1.18 Jan 25/06
Rochette 150,000 1.71 $1.70 $1.18 Performance
Based(2)
----------- ------------ ------------ ------------- -----------
Douglas 132,500 1.51 $1.20 $1.18 25 Jan/06
Kirwin 50,000 0.57 $1.70 $1.18 Performance
Based(2)
----------- ------------ ------------ ------------- -----------
Jaime 126,667 1.45 $1.20 $1.18 Jan 25/06
Troncoso 50,000 0.57 $1.70 $1.18 Performance
Based(2)
=========== ============ =========== ============= ===========
(1) Equal to or greater than the weighted average price of the Corporation's
common shares on the TSX for the five trading days preceding the date of
grant.
(2) The Performance Based options were granted with specific performance based
vesting as follows: the options vest as to 40% upon the realization of one
of three
12
specific targets set by the Board and the remaining 60% vest upon a second,
yet to be determined, goal to be met.
AGGREGATED OPTION EXERCISES
Other than as described below, no further options were exercised during Fiscal
2001 by the Named Executive Officers.
[Enlarge/Download Table]
Securities Aggregate Unexercised Options at Value of Unexercised in the
Acquired on Value December 31, 2001 Money Options at
Name Exercise Realized (Exercisable/Unexercisable) December 31, 2001
(Exercisable/Unexercisable)
------------------ ----------- --------- -------------------------- ----------------------------
Daniel Kunz 495,400/1,254,600 $354,090/$816,410
Gordon Toll 825,000/725,000 $701,250/$591,250
Edward Rochette 227,250/522,750 $210,038/$369,338
Douglas Kirwin 106,500 $115,575 750/142,750 $638/$96,338
Jaime Troncoso 111,333/138,667 $74,333/$17,500
PENSION PLANS
The Corporation does not presently provide a pension plan for its directors,
executive officers or employees.
COMPOSITION OF COMPENSATION COMMITTEE
During the year ended December 31, 2001, the Compensation and Benefits Committee
was comprised of Messrs. Robert Friedland (refer to "Interest of Insiders in
Material Transactions"), Gordon L. Toll and R. Edward Flood, who in their
capacity as Deputy Chairmen are each an officer and employee of the Corporation.
Mr. Friedland resigned his position on the Compensation and Benefits Committee
in the second half of the year ended December 31, 2001.
Directors who were officers or employees of the Corporation during the financial
year ended December 31, 2001, were: Mr. Robert Friedland -- Chairman, Mr. R.
Edward Flood -- Deputy Chairman, Mr. Gordon L. Toll -- Deputy Chairman, Mr.
Daniel Kunz -- President.
REPORT ON EXECUTIVE COMPENSATION
The Corporation's executive compensation program is administered by the
Compensation Committee and is designed to be competitive with the executive
compensation programs offered by other corporations comparable to the
Corporation and, where appropriate, to provide incentives for enhancing of
shareholder value. The overall objective of the Corporation's executive
compensation program is to attract and retain qualified executives who will
contribute to the success of the Corporation, to provide fair and competitive
compensation, to align the interests of management with those of shareholders
and to reward performance that contributes to the achievement of those
objectives. Compensation has been structured so as to link shareholder return,
measured by the change in share price, with executive compensation through the
use of stock
13
options as the primary element of variable compensation. The Corporation does
not offer pension plans to its senior executives.
The cash compensation paid to the Named Executive Officers is intended to be
comparable to the cash compensation paid to executive officers of similar
companies who have comparable duties and responsibilities.
Submitted on behalf of the Compensation Committee:
Mr. R. Edward Flood
Mr. Gordon L. Toll
PERFORMANCE GRAPH
The following graph compares the cumulative shareholder return on a $100
investment in Common Shares of the Corporation to a similar investment in
companies comprising the TSX 300 Total Return Index, including dividend
reinvestment, for the period December 31, 1996 to December 31, 2001.
[STOCK PRICE PERFORMANCE GRAPH]
[Download Table]
December 31 1996 1997 1998 1999 2000 2001
-------------------------- ---- ---- ---- ---- ---- ----
Ivanhoe Mines Ltd. $100 $ 18 $ 5 $ 6 $ 7 $ 13
TSX 300 Total Return Index $100 $113 $109 $142 $151 $130
14
COMPENSATION OF DIRECTORS
Currently no fixed compensation is paid to directors of the Corporation for
acting as such, although all directors have been granted stock options. The
directors may be reimbursed for actual expenses reasonably incurred in
connection with the performance of their duties as directors.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
Other than "routine indebtedness" as that term is defined in applicable
securities legislation, no director or senior officer of the Corporation, or
associate or affiliate of any such director or senior officer, is or has been
indebted to the Corporation since the beginning of the last completed financial
year of the Corporation.
RECOMMENDATION
The Directors of the Corporation recommend the approval of this resolution
authorising the issue of up to 50 million Equity Securities and recommend that
shareholders vote in favour of the Resolution. If shareholders cannot attend the
Meeting they are urged to complete the proxy form and return it (see proxy form
for details) as soon as possible.
OTHER BUSINESS
Management of the Corporation is not aware of any matter to come before the
Meeting other than the matters referred to in the Notice of the Meeting.
DIRECTORS' APPROVAL
The contents of this Management Proxy Circular and its distribution to
shareholders have been approved by the Board of Directors of the Corporation.
DATED at Vancouver, British Columbia, as of the 27th of November, 2002.
BY ORDER OF THE BOARD
"BEVERLY A. BARTLETT"
CORPORATE SECRETARY
15
SCHEDULE A
TSX CODE PROVISIONS
SCOPE OF THE PRIVATE PLACEMENT REQUIREMENTS
SEC. 618. The Exchange defines the term "private placement" as an issuance of
treasury securities without prospectus disclosure, in reliance on the exempting
provisions of clause (b) of section 72(1) of the Ontario Securities Act, or
section 2.3 of Ontario Securities Commission Rule 45-501, Exempt Distributions,
or equivalent legislation of another jurisdiction. In certain circumstances,
however, the Exchange may consider it appropriate to apply the rules set out in
Sections 619 to 622 to other types of transactions.
Sections 619 to 621 are not applicable to private placements of
securities which are neither of a class listed on the Exchange nor convertible
into securities of a class listed on the Exchange.
Sections 619, 620 and 622 are not necessarily applicable to private
placement transactions which, in the opinion of the Exchange, have not been
negotiated at arm's length. Each non-arm's length transaction is considered on
its own merits.
SIZE OF TRANSACTION
SEC. 620.
(a) Subject to paragraphs (b) and (c), the aggregate number of securities of a
listed issue which are issued or made subject to issuance pursuant to
private placement transactions during any six-month period must not exceed
25% of the number of securities of the issue which are outstanding (on a
non-diluted basis) prior to giving effect to such transactions.
(b) The Exchange will give consideration to requests by listed companies to
exceed the 25% limit referred to in paragraph (a), but only on condition
that approval of the shareholders be obtained.
(c) If the listed company has more than one outstanding class of participating
securities, the Exchange may, in appropriate circumstances, regard the
separate classes as a single class for the purposes of paragraph (a).
(d) In the case of a private placement of convertible securities, or where
warrants are issued to a private placement purchaser, the underlying
securities will be regarded as being "subject to issuance", for the
purposes of paragraph (a), at the time of the closing of the private
placement transaction, regardless of when the right of conversion or
exercise commences.
(e) Where the number of securities of a listed issue which would be issued or
made subject to issuance pursuant to a proposed private placement
transaction (or series of related transactions) would exceed 100% of the
number of securities of the issue which are outstanding (on a non-diluted
basis) prior to giving effect to the transaction, reference should be made
to Sections 699.10 to 699.15 respecting "backdoor listings".
16
SCHEDULE B
SECTION 7.1 TO 7.5 OF ASX RULES
ISSUES EXCEEDING 15% OF CAPITAL
7.1 Without the approval of holders of ordinary securities, an entity must not
issue or agree to issue more equity securities than the number calculated
according to the following formula.
(A x B) - C
A = The number of fully paid ordinary securities on issue 12 months before
the date of issue or agreement,
o plus the number of fully paid ordinary securities issued in the 12
months under an exception in rule 7.2,
o plus the number of partly paid ordinary securities that became fully
paid in 12 months,
o plus the number of fully paid ordinary securities issued in the 12
months with approval of holders of ordinary securities under this
rule,
o less the number of fully paid ordinary securities cancelled in the 12
months.
B = 15%
C = The number of equity securities issued or agreed to be issued in the 12
months before the date of issue or agreement to issue but not under an
exception in rule 7.2 or with approval under this rule.
7.1.1 -- 7.1.4 [REPEALED]
7.1.4 In working out the number of equity securities that an entity may
issue or agree to issue, and the number of equity securities in "C",
the following rules apply.
(a) If the equity securities are fully paid ordinary securities, each
security is counted as one.
(b) If the equity securities are convertible into ordinary securities
or are partly paid securities, each security is counted as the
maximum number of fully paid ordinary securities into which it
can be converted or paid up.
(c) In any other case, each security is counted as ASX decides.
7.1.5 The following rules apply regarding issues of equity securities or
agreements to issue equity securities.
(a) An agreement to issue equity securities that is conditional on
holders of ordinary securities approving the issue before the
issue is made is not treated as an agreement. If an entity relies
on this rule it must not issue the equity securities without
approval.
17
(b) In working out if there is an issue of equity securities the sale
or reissue of forfeited equity securities is treated as an issue
of equity securities.
7.1.6 In working out the number of fully paid ordinary securities on
issue 12 months before the date of issue or agreement in "A", if
first quotation of the entity's securities occurred less than 12
months before the date of issue or agreement, the number of
securities is the number of fully paid ordinary securities on
issue on the date of first quotation.
EXCEPTIONS TO RULE 7.1
7.2 Rule 7.1 does not apply in any of the following cases.
Exception 1 An issue to holders of ordinary securities made under a pro rata
issue and to holders of other equity securities to the extent that
the terms of issue of the equity securities permit participation in
the pro rata issue.
Exception 2 An issue under an underwriting agreement to an underwriter of a
pro rata issue to holders of ordinary securities if the underwriter
receives the securities within 15 business days after the close of
the offer.
Exception 3 An issue to make up the shortfall on a pro rata issue to holders of
ordinary securities. The entity must make the issue within 3 months
after the close of the offer, and the directors of the entity (in
the case of a trust, the responsible entity or management company)
must have stated as part of the offer that they reserve the right
to issue the shortfall at their discretion. The issue price must
not be less than the price at which the securities were offered
under the pro rata issue.
Exception 4 An issue on the conversion of convertible securities. The entity
must have issued the convertible securities before it was listed or
complied with the listing rules when it issued the convertible
securities.
Exception 5 An issue under an off-market bid that is required to comply with
the Corporations Act or under a merger by way of scheme of
arrangement under Part 5.1 of the Corporations Act.
Exception 6 An issue to fund the cash consideration in any of the following
circumstances if the terms of the issue are disclosed in the
takeover or scheme documents.
o An off-market bid that is required to comply with the
Corporations Act, when the offer becomes unconditional.
o A market bid that is required to comply with the Corporations
Act, when the market bid is announced under section 635 of the
Corporations Act.
o A merger by way of scheme of arrangement under Part 5.1 of the
Corporations Act, when the arrangement is approved by the
court under section 411(4) of the Corporations Act.
Exception 7 An issue under a dividend or distribution plan, excluding an
issue to the plan's underwriters. Exception 7 is only available in
the following cases.
18
(a) In the case of a plan that was established before the entity was
listed -- a summary of the plan's terms was set out in the
prospectus or information memorandum.
(b) In the case of a plan that was established after the entity was
listed -- the plan's terms were approved by holders of ordinary
securities.
Exception 8 [REPEALED]
Exception 9 An issue under an employee incentive scheme if within 3 years
before the date of issue one of the following occurred.
(a) In the case of a scheme established before the entity was
listed -- a summary of the terms of the scheme were set out in
the prospectus, Product Disclosure Statement or information
memorandum.
(b) Holders of ordinary securities have approved the issue of
securities under the scheme as an exception to this rule. The
notice of meeting must have included each of the following.
o A summary of the terms of the scheme.
o The number of securities issued under the scheme since
the date of the last approval.
o A voting exclusion statement.
(c) The scheme was approved by holders or ordinary securities
under rule 7.37 or 7.38.
Exception 10 An issue of preference shares which do not have any rights of
conversion into another class of equity security. The preference
shares must comply with chapter 6.
Exception 11 The reissue or sale of forfeited shares within 6 weeks after the
day on which the call was due and payable.
Exception 12 An issue on the exercise of options to an underwriter of the
exercise. Exception 12 is only available if each of the following
applies.
(a) The entity complied with the listing rules when it issued the
options.
(b) The underwriter receives the underlying securities within 10
business days after expiry of the options.
(c) The underwriting agreement was disclosed under rule 3.11.3.
Exception 13 An issue under an agreement to issue securities. The entity must
have complied with the listing rules when it entered into the
agreement to issue the securities.
Exception 14 An issue made with the approval of holders of ordinary securities
under listing rule 10.11. The notice of meeting must state that if
approval is given under listing rule 10.11, approval is not
required under listing rule 7.1.
19
NOTICE REQUIREMENTS FOR APPROVAL UNDER RULE 7.1 AND 7.1.5(a)
7.3 For the holders of ordinary securities to approve an issue or agreement to
issue, the notice of meeting must include each of the following.
7.3.1 The maximum number of securities the entity is to issue (if known)
or the formula for calculating the number of securities the entity
is to issue.
7.3.2 The date by which the entity will issue the securities. The date
must be no later than 3 months after the date of the meeting.
However, if court approval of a reorganization of capital (in the
case of a trust, interests) is required before the issue, the date
must be no later than 3 months after the date of court approval.
7.3.3 The issue price of the securities, which must be either:
o A fixed price; or
o A minimum price. The minimum price may be fixed or a stated
percentage that is at least 80% of the average market price
for securities in that class. The average is calculated over
the last 5 days on which sales in the securities were recorded
before the day on which the issue was made or, if there is a
prospectus, Product Disclosure Statement or offer information
statement relating to the issue, over the last 5 days on which
sales in the securities were recorded before the date the
prospectus, Product Disclosure Statement or offer information
statement is signed.
7.3.4 The names of the allottees (if known) or the basis upon which
allottees will be identified or selected.
7.3.5 The terms of the securities.
7.3.6 The intended use of the funds raised.
7.3.7 The dates of allotment or a statement that allotment will occur
progressively.
7.3.8 A voting exclusion statement. This does not apply if the issue is
part of a public offer of equity securities and the notice of
meeting states each of the following.
(a) The entity will offer securities to all holders of ordinary
securities in priority to anyone else, and will issue them in
a fair and equitable manner.
(b) Apart from an agreement for the allotment of securities, the
entity will limit the number of securities it issues to a
holder of ordinary securities to the higher of 5% of all the
securities being offered and the number the holder would be
entitled to under a pro rata issue of all those securities.
20
7.3.9 In the case of an agreement for the allotment of securities which is
part of a public offer, a voting exclusion statement in relation to
a party to the agreement, and an adequate summary of the agreement.
SUBSEQUENT APPROVAL OF AN ISSUE OF SECURITIES
7.4 An issue of securities made without approval under rule 7.1 is treated as
having been made with approval for the purpose of rule 7.1 if each of the
following apply.
7.4.1 The issue did not breach rule 7.1.
7.4.2 Holders of ordinary securities subsequently approve it.
7.5 For the holders to approve the issue subsequently, the notice of meeting
must include each of the following.
7.5.1 The number of securities allotted.
7.5.2 The price at which the securities were issued.
7.5.3 The terms of the securities.
7.5.4 The names of the allottees or the basis on which allottees were
determined.
7.5.5 The use (or intended use) of the funds raised.
7.5.6 A voting exclusion statement.
21
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘40FR12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 11/17/03 | | | | | | | None on these Dates |
| | 12/23/02 | | 2 | | 3 |
| | 11/27/02 | | 1 | | 5 |
| | 11/22/02 | | 2 | | 5 |
| | 7/1/02 | | 8 | | 9 |
| | 12/31/01 | | 13 | | 16 |
| | 12/31/00 | | 13 |
| | 12/31/99 | | 13 |
| | 10/4/99 | | 14 |
| | 12/31/96 | | 16 |
| List all Filings |
↑Top
Filing Submission 0000945234-03-000592 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., May 2, 7:47:40.1pm ET 