BMG Resources Limited

10/30/2018 | Press release | Distributed by Public on 10/30/2018 02:18

Despatch of NOM and Annual Reports

BMG Resources Limited

ACN 107 118 678

ASX ANNOUNCEMENT

30 OCTOBER 2018

NOTICE OF ANNUAL GENERAL MEETING

BMG Resources Limited (ASX: BMG) has now despatched to all shareholders the Notice of Annual General Meeting of Shareholders.

The Annual General Meeting will be held at 08.30am (WST) on 29 November 2018 at Level 2, 250

St Georges Terrace, Perth, Western Australia, 6000.

Hardcopies of the Annual Report will be despatched to all shareholders who have requested it. Shareholders who have elected to receive the report in electronic format will be sent an electronic version of the Annual Report from Security Transfer Australia.

The Notice of Annual General Meeting and the Annual Report can be located on the BMG Resources Limited website at www.bmgl.com.au .

***ENDS***

For further information, shareholders and media please contact:

Bruce McCracken

Sean Meakin

Managing Director

Company Secretary

+61 8 9424 9390

+61 8 9424 9390

14th Floor, 225 St Georges Terrace, Perth, Western Australia 6000 Telephone: (61) (8) 9424 9390 Facsimile: (61) (8) 9321 5932 Web:www.bmgl.com.au

BMG Resources Limited

ACN 107 118 678

Notice of Annual General Meeting, Explanatory Statement and Proxy Form

Annual General Meeting to be held at

Level 2

250 St Georges Terrace Perth Western Australia 6000

On Thursday, 29 November 2018 at 8:30am (WST)

IMPORTANT NOTE

The Notice of Annual General Meeting and Explanatory Statement should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

Item

Page

Important Information

Contents

Notice of Annual General Meeting

2

Voting Prohibitions and Exclusions

4

Proxy Appointment, Voting and Meeting Instructions

5

Explanatory Statement

8

Glossary

21

Schedule 1 - Equity Securities issued in the Previous 12 months

24

Schedule 2 - Terms of Capital Raising Options

25

Proxy Form

Attached

Important dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Event

Date

Last day for receipt of Proxy Forms - Proxy Forms received after this time will be disregarded

8:30am (WST) on Tuesday, 27 November 2018

Snapshot date for eligibility to vote

8:30am (WST) on Tuesday, 27 November 2018

General Meeting

8:30am (WST) on Thursday, 29 November 2018

Defined terms

Capitalised terms used in this Notice of Annual General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of BMG Resources Limited (ACN 107 118 678) (BMG or Company) will be held at Level 2, 250 St Georges Terrace, Perth, Western Australia at 8:30am (WST) on Thursday, 29 November 2018.

The Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary as set out in the Explanatory Statement.

AGENDA

To consider, and if thought fit to pass, the resolutions set out below as ordinary resolutions (in respect of Resolutions 1 to 6) and as a special resolution (in respect of Resolution 7).

Financial Statements and Reports

To receive and consider the annual financial report, Directors' report and Auditor's report of the Company for the financial year ended 30 June 2018, as contained in the Company's Annual Report.

Resolution 1 - Adoption of Remuneration Report

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 30 June 2018, as contained in the Company's Annual Report for 2018, be adopted by the Company."

Notes: In accordance with the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration

Report at the Meeting when reviewing the Company's remuneration policies.

If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution ("spill resolution") that another meeting be held within 90 days at which all of the offices of Director are vacated (other than the office of managing director) and each such office will be put to a vote. Refer to the Explanatory Statement for further information.

Resolution 2 - Re-election of Director - Mr Simon Trevisan

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 14.4, clause 79 of the Company's Constitution and for all other purposes, Mr Simon Trevisan, a Director of the Company who retires in accordance with clause 79 of the Constitution and, being eligible, offers himself for re-election, is re-elected as a Director of the Company."

Resolution 3 - Election of Director - Mr Peter Munachen

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 14.4 clause 81(2) of the Company's Constitution and for

all other purposes, Mr Peter Munachen, a Director of the Company who retires in accordance

with clause 81(2) of the Constitution and, being eligible, offers himself for election, is elected

as a Director of the Company."

Resolution 4 - Approval to issue Initial Consideration Shares to the LCS Shareholders for acquisition of interest in the Chilean Lithium Projects

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve

the issue of Shares to the value of US$200,000 to the LCS Shareholders or their nominees,

on the terms and conditions set out in the Explanatory Statement in part payment of the

consideration payable by the Company to acquire a 20% interest in Lithium Chile SpA.

Resolution 5 - Approval to issue Capital Raising Shares and Options under the Capital Raising

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the

issue of up to 222,222,222 Capital Raising Shares, at an issue price of not less than 0.9 cents

per Share, and up to 222,222,222 free-attaching Capital Raising Options, to raise up to

$2,000,000 (before costs), on the terms and conditions set out in the Explanatory Statement."

Resolution 6 - Approval to issue Capital Raising Options to Corporate Advisor

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the

issue of up to 15,000,000 Capital Raising Options at an issue price of nil to the Corporate

Advisor, on the terms and conditions set out in the Explanatory Statement."

Resolution 7 - Approval of Additional Placement Facility

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve

the issue of Equity Securities up to 10% of the number of fully paid ordinary securities of the

Company on issue (at the time of issue) calculated in accordance with the formula set out in

Listing Rule 7.1A.2 for a period of 12 months from the date of the Meeting on the terms and

conditions set out in the Explanatory Statement."

Note: Resolution 7 is a special resolution. To be passed, it must be approved by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.