Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
criticalmineralsgroup.com.au
(+61) 7 3132 3504
Level 15, 100 Edward St, Brisbane QLD 4000, Australia
info@criticalmineralsgroup.com.au
ASX Announcement
ASX: CMG
11 May 2026
Critical Minerals Group General Meeting
Critical Minerals Group Limited (ASX:CMG) (“CMG” or “the Company”) advises that a general
meeting of shareholders will be held at 10.00 am on Wednesday, 10 June 2026 (Meeting). Attached
are copies of the following documents in relation to the Meeting:
• Notice of General Meeting
• Sample Proxy Form1
• Sample Access Letter to shareholders1
1
Personalised copies will be sent to each shareholder
This announcement was authorised for release by the Board.
For more information contact:
Scott Winter
CEO and Managing Director
info@criticalmineralsgroup.com.au
(07)3132 3504
About Critical Minerals Group
Critical Minerals Group (ASX: CMG) is a Brisbane based company uniquely placed to deliver
comprehensive and sustainable energy storage solutions to communities worldwide.
CMG aspires to be a leading provider of Vanadium Flow Battery energy storage solutions for clients seeking
to optimise their energy consumption and infrastructure. Our strategy is deeply aligned with the ongoing
domestic and global energy transition and the opportunities it presents.
To achieve this CMG is establishing an end to end supply chain which includes the formation of an energy
developer capability located in Brisbane, the development of a vanadium mine and processing operation
in the Julia Creek region of North Queensland, and a vanadium electrolyte manufacturing facility in South
East Queensland.
Notice of General Meeting & Explanatory Statement
Critical Minerals Group Limited
ACN 652 994 726
(Company)
Notice of General Meeting & Explanatory Statement
To be held at: Level 15, 100 Edward Street, Brisbane, Queensland (in person)
To be held on: 10 June 2026
Commencing at: 10.00 am AEST
Independent Expert’s Report
The Resolution in this Notice of Meeting requires the provision of a report prepared by an Independent
Expert. The Independent Expert has determined that the transaction to which the Resolution relates is
FAIR AND REASONABLE to the non-associated Shareholders of the Company.
Important Information
This Notice of General Meeting & Explanatory Statement should be read in its entirety. If
Shareholders are in doubt as to how they should vote, they should seek advice from their
professional advisors prior to voting.
Page 2
Notice of General Meeting & Explanatory Statement
Letter from the Chair
Dear Shareholders,
We are pleased to invite you to the General Meeting of Critical Minerals Group Limited ACN 652 994
726 (Company). We are holding the General Meeting in person at Level 15, 100 Edward Street,
Brisbane, Queensland at 10:00am AEST.
Background to the Resolution
The Company wishes to enter into a conditional secured loan facility agreement with Idemitsu Australia
Pty Ltd (ACN 010 236 272) (Loan Agreement), pursuant to which Idemitsu Australia Pty Ltd will provide
the Company with a secured loan facility of up to $1,500,000 on the terms described in the Explanatory
Statement accompanying this Notice of Meeting.
Funds received are to be applied towards critical operating expenses of the Company and the
continuation of metallurgy work and other testing to progress the Feasibility Study (FS) until further
funding is secured by the Company. The Company has made significant progress towards the
completion of a Pre-Feasibility Study (PFS) for the Lindfield mine and processing infrastructure as well
as the vanadium electrolyte plant to manufacture vanadium electrolyte (see: ASX Announcement dated
30 April 2026 “Quarterly Activities/Appendix 5B Cash Flow Report”). As the Company nears the
completion of the PFS, the Board anticipates that the Company will be in a stronger position to raise
additional funds.
The Loan Agreement will be secured by (and it is a condition to draw down that) a Mining Mortgage
between Idemitsu and Vanteq Minerals Pty Ltd (ACN 649 157 335) (a wholly owned subsidiary of the
Company) be entered into (Mining Mortgage). Under the Mining Mortgage, Vanteq will grant a security
interest over the Tenement (being mining tenement EPM 27872, known as ‘the Lindfield Project’) and
all commodities, concentrates, minerals or other products extracted or produced from the Tenement
(the General Collateral).
Idemitsu is a substantial holder of the Company, and the Tenement (and associated General Collateral)
is a substantial asset of the Company.
Under ASX Listing Rule 10.1.3, the Company must ensure that neither it, nor any of its child entities,
disposes of or agrees to dispose of a substantial asset to a person who is, or was at any time in the six
months prior to the transaction or agreement, a substantial holder (with at least a 10% interest in the
Company) without the approval of the holders of the Company’s ordinary securities.
Accordingly, shareholder approval is required for the Company’s child entity, Vanteq, to grant security
over the Tenement and General Collateral to Idemitsu, a substantial holder of the Company, under ASX
Listing Rule 10.1.
Pursuant to ASX Listing Rule 10.5.10, an independent expert report from LeMessurier Securities Pty
Ltd has been commissioned and is included in this Notice of Meeting. The report provides an opinion
that the terms of the grant of security to Idemitsu are fair and reasonable to the Shareholders of the
Company's ordinary securities whose votes in favour of the transaction are not to be disregarded under
ASX Listing Rule 14.11 (referred to in this Notice as “non-associated Shareholders”).
Booklet
All of the Directors who are entitled to make a recommendation in respect of the Resolution recommend
that you vote in favour of adopting that Resolution.
With respect to the General Meeting, this booklet contains:
• the Notice of General Meeting, which contains information about the business to be conducted at
the General Meeting, including the Resolution to be put to the Shareholders at the General
Meeting (see Section B);
• the Explanatory Statement, which contains more detailed information explaining the business to
be conducted at the General Meeting (see Section D); and
• information on how to vote and how to appoint a proxy to vote on the Resolution to be considered
at the General Meeting (see Section C).
Page 3
Notice of General Meeting & Explanatory Statement
Please read the whole of this booklet carefully as it provides important information on the General
Meeting, the items of business and the Resolution that you, as a Shareholder, are being asked to vote
on.
Questions
Should you wish to discuss the matters in this Notice of General Meeting & Explanatory Statement,
please do not hesitate to contact the Company Secretary, Mr Adam Gallagher, by email to
adam@criticalmineralsgroup.com.au.
By order of the Board
Dated: 11 May 2026
Alan Broome AM
Chair
Critical Minerals Group Limited
Page 4
Notice of General Meeting & Explanatory Statement
Section A – Glossary
$ means Australian dollars.
AEST means Australian Eastern Standard Time.
ASX means the Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules means the listing rules of the ASX.
Board means the board of Directors of the Company.
Chair means the chair of the General Meeting.
Company means Critical Minerals Group Limited (ACN 652 994 726) and, where the context
permits, includes all or any its wholly-owned subsidiaries.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Corporations
Regulations
means the Corporations Regulations 2001 (Cth).
Directors means the directors of the Company and Director means any one of them.
Explanatory Statement means the explanatory statement accompanying the Notice of General Meeting and
contained in Section D to this booklet.
General Collateral means all commodities, concentrates, minerals (including precious stones) or other
products extracted or produced from a Tenement or processed in or on the land the
subject of any Tenement, and any plant, machinery, tools and other personal
property from time to time in or on the land the subject of any Tenement.
General Meeting means the general meeting of Shareholders convened by the Notice of General
Meeting.
Glossary means this glossary.
Idemitsu means Idemitsu Australia Pty Ltd (ACN 010 236 272).
Independent Expert means LeMessurier Securities Pty Ltd.
Independent Expert’s
Report or IER
means the Independent Expert’s report which is set out in Section G.
Loan Agreement has the meaning given to that term in the Letter from the Chair which forms part of
this Notice.
Mining Act means the Mineral Resources Act 1989 (Qld) and where the context permits or
requires includes the Mineral and Energy Resources (Common Provisions) Act
2014 (Qld) and the Mineral Resources Regulation 2013 (Qld).
Mining Mortgage has the meaning given to that term in the Letter from the Chair which forms part of
this Notice.
Notice of General
Meeting
means the notice of the General Meeting accompanying the Explanatory Statement
for the General Meeting and contained in Section B to this booklet.
Proxy Form means the proxy form.
Resolution means the resolution contained in the Notice of General Meeting.
Security Interest has the meaning given to that term in paragraph 1.1 of the Explanatory Statement.
Shareholders means the holders of all Shares issued in the Company and Shareholder means
any one of them.
Page 5
Notice of General Meeting & Explanatory Statement
Shares means the fully paid ordinary shares on issue in the capital of the Company and
Share means any one of them.
Tenement means the mining tenement known as EPM 27872 and any tenement issued in
renewal, substitution or replacement of or in connection with all or part of EPM
27872 and the area covered by it, or upon a consolidation, subdivision or variation
of any of those tenements, in each case issued and held under the Mining Act.
Transaction has the meaning given to that term in paragraph 1.1 of the Explanatory Statement.
Vanteq means Vanteq Minerals Pty Ltd (ACN 649 157 335).
Page 6
Notice of General Meeting & Explanatory Statement
Section B – Notice of General Meeting
Time and place
Notice is hereby given that the General Meeting will be held as follows:
• Held: in person at Level 15, 100 Edward Street, Brisbane, Queensland
• Commencing: at 10.00 am AEST (Brisbane time) on 10 June 2026.
Explanatory Statement
The Explanatory Statement, which accompanies and forms part of this Notice of General Meeting,
describes the matters to be considered at the General Meeting.
Defined terms
Terms used in this Notice of General Meeting have the meaning given to them in the Glossary in
Section A of the Notice of General Meeting & Explanatory Statement.
SPECIAL BUSINESS
1. Resolution 1: Grant of Security Interest to Idemitsu
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.1 and for all other purposes, approval is given
for Vanteq Minerals Pty Ltd, a wholly-owned subsidiary of the Company, to grant a security
interest over the Tenement and the General Collateral in favour of Idemitsu Australia Pty Ltd,
on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
• Idemitsu Australia Pty Ltd and any other person who will obtain a material benefit as a result of the Transaction
(except for a benefit solely by reason of being a holder of ordinary securities in the Company); or
• an associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions
given to the proxy or attorney to vote on the Resolution in that way; or
• the Chair of the General Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on the Resolution; and
• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Independent Expert’s Report
Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of
Shareholder approval required under Listing Rule 10.1. The Independent Expert’s Report comments on the
fairness and reasonableness of the Transaction the subject of this Resolution to the non-associated Shareholders
in the Company. The Independent Expert considers the Transaction the subject of this Resolution to be FAIR AND
REASONABLE to the non-associated Shareholders in the Company.
OTHER BUSINESS
To transact any other business which may be brought forward in accordance with the Constitution.
Page 7
Notice of General Meeting & Explanatory Statement
Section C – How to vote
1. How to vote
If you are entitled to vote at the General Meeting, you may vote by attending the General Meeting
in person, by proxy by lodging your Proxy Form online at:
https://investor.automic.com.au/#/loginsah (as outlined in the Notice & Access letter or using
the personalised link sent to all Shareholders who have elected to receive online
communications for notices of meetings), or, in the case of corporate Shareholders, by
appointing a corporate representative.
2. Your vote is important
The business of the General Meeting affects your shareholding and your vote is important.
3. Corporations
To vote at the General Meeting, a Shareholder that is a corporation must appoint an individual
to act as its representative. The appointment must comply with section 250D of the Corporations
Act. Alternatively, a corporation may appoint a proxy.
4. Voting in person
To vote in person, attend the General Meeting on the date and at the time and place set out
above in this Notice of General Meeting & Explanatory Statement.
5. Voting by proxy
All Shareholders who are entitled to participate in and vote at the General Meeting have the
right to appoint a proxy to participate in the General Meeting and vote in their place. A proxy
need not be a Shareholder and can be an individual or a body corporate.
A Shareholder who is entitled to cast two or more votes may appoint two proxies and may
specify the proportion, or number, of votes which each proxy is entitled to exercise. If no
proportion or number is specified, each proxy may exercise up to half of the Shareholder’s votes.
Shareholders and their proxies should be aware that:
(a) if a proxy votes, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair, which
must vote the proxies as directed.
To vote by proxy, you must complete and lodge the Proxy Form using one of the following
methods:
Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by
following the instructions: Login to the Automic website using the holding details
as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online
lodgement facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown on
the front page of the Proxy Form.
For further information on the online proxy lodgement process please see the
Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual-
agms/.
By post Automic, GPO Box 5193, Sydney NSW 2001
Page 8
Notice of General Meeting & Explanatory Statement
By hand Automic, Level 5, 126 Philip Street, Sydney NSW 2000
By email Completing the enclosed Proxy Form and emailing it to:
meetings@automicgroup.com.au
For details on how to complete and lodge the Proxy Form, please refer to the instructions on
the Proxy Form.
For your proxy appointment to be effective, it must be received by the Company not less than
48 hours before the General Meeting i.e. by 10.00 am AEST on 8 June 2026. Proxy Forms
received later than this time will be invalid.
You can direct your proxy on how to vote (i.e. to vote ‘for’ or ‘against’, or to ‘abstain’ from voting
on, the Resolution) by following the instructions either online or on the Voting Form. A proxy
may decide whether to vote on an item of business, except where the proxy is required by law
or the Constitution to vote, or abstain from voting in his or her capacity as proxy. If a proxy is
directed how to vote on an item of business, the proxy may only vote on the item as directed. If
a proxy is not directed how to vote on an item of business, the proxy may vote as he or she
thinks fit.
If you appoint the Chair as your proxy but do not direct the Chair on how to vote, then by
completing and submitting your Proxy Form you are expressly authorising the Chair to vote in
favour of each item of business. The Chair intends to vote all available (including undirected)
proxies in favour of the Resolution, subject to the applicable voting exclusions and prohibitions.
You cannot lodge a direct vote and appoint a proxy for the same voting rights. The appointment
of one or more duly appointed proxies will not preclude a Shareholder from attending the
General Meeting and voting personally. If the Shareholder votes on the Resolution, the proxy
must not vote as the Shareholder’s proxy on the Resolution.
6. Eligibility to vote
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations
that the persons eligible to vote at the General Meeting are those that are registered
Shareholders at 7:00 p.m. AEST (Brisbane time) on 8 June 2026. If you are not the registered
holder of a relevant Share at that time you will not be entitled to vote in respect of that Share.
7. Voting procedure – on a poll
Every question arising at this General Meeting will be decided on a poll. Upon a poll, every
person entitled to vote who is present at the General Meeting either in person or by proxy will
have one vote for each voting Share held by that person.
8. Enquiries
For all enquiries, please contact the Company Secretary, Mr Adam Gallagher, by email at
adam@criticalmineralsgroup.com.au.
Page 9
Notice of General Meeting & Explanatory Statement
Section D – Explanatory Statement
This Explanatory Statement forms part of the Notice of General Meeting convening the General Meeting
of Shareholders of the Company to be held commencing at 10.00 am AEST (Brisbane time) on 10 June
2026 in person at Level 15, 100 Edward Street, Brisbane, Queensland.
Refer to Section C for details on how to attend and vote at the General Meeting.
This Explanatory Statement is to be read in conjunction with the Notice of General Meeting.
Purpose
The purpose of this Explanatory Statement is to provide information which the Directors believe is
material to Shareholders in deciding whether or not to pass the Resolution to be put forward in the
General Meeting.
The Directors recommend Shareholders read the Notice of General Meeting and this Explanatory
Statement in full before making any decisions relating to the Resolution contained in the Notice of
General Meeting.
Defined terms
Terms used in this Explanatory Statement have the meaning given to them in the Glossary in Section A
of the Notice of General Meeting & Explanatory Statement.
SPECIAL BUSINESS
1 Resolution 1:
1.1 Background
The Company and Idemitsu intend to enter into a conditional Loan Agreement, whereby
Idemitsu will provide the Company with a secured cash advance term loan facility of up to
$1,500,000. The Loan Agreement will comprise two tranches of $1,000,000 and $500,000
respectively, with the proceeds to be applied towards critical operating expenses of the
Company and the continuation of metallurgy work and other testing to progress the FS until
further funding is secured by the Company.
The material terms of the proposed Loan Agreement are set out in Section E. Importantly, an
additional condition precedent is the Company providing evidence to Idemitsu that the Company
has secured binding funding arrangements with one or more third parties on or before 30 June
2026 who agree to provide funds to the Company on or before 31 July 2026 on terms acceptable
to the Lender (acting reasonably). If this condition is not satisfied, the Company will not be able
to draw down the second tranche of $500,000.
The Loan Agreement will be secured by a Mining Mortgage between Idemitsu and Vanteq (a
wholly-owned subsidiary of the Company), pursuant to which Vanteq will grant a security interest
over the Tenement and the General Collateral (Security Interest) in favour of Idemitsu
(Transaction). The Security Interest secures the Company’s obligations to pay amounts due to
Idemitsu under the Loan Agreement.
ASX deems the granting of a security interest over assets of an entity to be a “disposal” for the
purposes of ASX Listing Rule 10.1 and, as outlined below, Shareholder approval is required for
an entity to dispose of a substantial asset to certain persons in a position to influence the entity.
The grant of the Security Interest is subject to Shareholder approval and is the subject of
Resolution 1.
The key terms of the Mining Mortgage (under which the Security Interest will be granted) are
set out in Section F.
Page 10
Notice of General Meeting & Explanatory Statement
The Independent Expert considers that the grant of the Security Interest is FAIR AND
REASONABLE to the non-associated Shareholders of the Company.
1.2 ASX Listing Rule 10.1
ASX Listing Rule 10.1 provides that a listed entity must ensure that neither it, nor any of its child
entities, acquires or agrees to acquire a substantial asset from, or disposes of or agrees to
dispose of a substantial asset to:
• a related party;
• a child entity;
• a person who is, or was at any time in the 6 months before the transaction, a substantial
(10%+) holder in the Company;
• an associate of a person referred to above; or
• a person whose relation with the Company or a person referred to in Listing Rules 10.1.1
to 10.1.4 is such that, in ASX’s opinion, the issue or agreement should be approved by
shareholders,
unless it obtains the approval of its Shareholders.
Idemitsu, through its wholly-owned subsidiary Idemitsu Lindfield Pty Ltd (ACN 661 770 332),
holds approximately 41% of the Company’s Shares. Accordingly, Idemitsu is a 10.1 party by
virtue of ASX Listing Rule 10.1.3 as it holds more than 10% of the Company’s securities. In
addition, Steve Kovac, a non-executive Director of the Company, is Idemitsu’s Chief Executive
Officer.
ASX deems the granting of a security interest over the assets and undertaking of an entity to be
a “disposal” of a substantial asset for the purposes of ASX Listing Rule 10.1.
ASX Listing Rule 10.2 provides that an asset is substantial if its value or the value of the
consideration being paid or received by the entity for it is, or in ASX’s opinion is, 5% or more of
the equity interests of the entity, as set out in the latest accounts given to ASX under the ASX
Listing Rules. Having regard to the value of the Security Interest (being the Tenement and the
General Collateral), Shareholder approval in accordance with ASX Listing Rule 10.1 is required
for the Company to grant the Security Interest to Idemitsu.
1.3 Chapter 2E of the Corporations Act
Under Chapter 2E of the Corporations Act, financial benefits can be provided to related parties
without shareholder approval where the terms are commercially reasonable and consistent
with those that would be agreed between unrelated parties dealing at arm’s length. In this
case, the Board has formed the view that the proposed interest rate, repayment terms,
security arrangements, and other conditions of the Loan Agreement are comparable to those
offered by other potential financiers in similar circumstances.
The Board formed this view following due diligence, including the procurement and review of
the Independent Expert’s Report, and consider that the Loan Agreement falls within the arm’s
length exception in the Corporations Act, and therefore Shareholder approval under Chapter
2E is not required.
1.4 Effect of Shareholder approval (information required under ASX Listing Rule 14.1A)
If Resolution 1 is passed, the Company will be able to proceed with the Transaction and grant
the Security Interest to Idemitsu, which is a condition to draw down under the Loan
Agreement.
Page 11
Notice of General Meeting & Explanatory Statement
If Resolution 1 is not passed, the Company will not be able to proceed with the Transaction
and will not be able to draw down on any amounts under the Loan Agreement. This would
require the Company to seek alternative means of financing, and there can be no assurance
that such alternative financing would be available on acceptable terms, or at all.
1.5 Technical information required by ASX Listing Rule 10.5
For the purposes of ASX Listing Rule 10.5, information regarding the Transaction is provided
as follows:
The name of the +person
from whom the entity is
acquiring the substantial
asset or to whom the entity
is disposing of the
substantial asset.
ASX Listing Rule 10.5.1
Idemitsu Australia Pty Ltd is the person to whom the Company is
granting the Security Interest.
Which category in rules
10.1.1 – 10.1.5 the person
falls within and why.
ASX Listing Rule 10.5.2
Idemitsu, through its wholly-owned subsidiary Idemitsu Lindfield Pty Ltd,
holds approximately 41% of the Company’s Shares. It therefore falls
under ASX Listing Rule 10.1.3 as it is a person who is a substantial
(10%+) holder in the Company.
Details of the asset being
acquired or disposed of.
ASX Listing Rule 10.5.3
Using an asset as collateral is considered a disposal under the ASX
Listing Rules. The Security Interest will be granted by Vanteq (a wholly-
owned subsidiary of the Company) over mining tenement EPM 27872
(known as ‘the Lindfield Project’) and all commodities, concentrates,
minerals (including precious stones) or other products extracted or
produced from the Tenement, and any plant, machinery, tools and other
personal property on the Tenement, in favour of Idemitsu to secure
payment of amounts owing under the Loan Agreement.
The consideration for the
acquisition or disposal.
ASX Listing Rule 10.5.4
The consideration is entry into the Loan Agreement pursuant to which up
to $1,500,000 may be advanced to the Company.
In the case of an
acquisition, the intended
source of funds (if any) to
pay for the acquisition.
ASX Listing Rule 10.5.5
Not applicable
In the case of a disposal,
the intended use of funds
(if any) received for the
disposal.
ASX Listing Rule 10.5.6
The loan proceeds shall be applied towards critical operating expenses
of the Company, including the continuation of metallurgy work and other
testing to progress the FS.
The timetable for
completing the acquisition
or disposal.
ASX Listing Rule 10.5.7
The Loan Agreement is expected to be executed shortly after the
Resolution is passed at the Meeting (if the Resolution is passed), with
the loan proceeds expected to be available for draw down shortly
thereafter after satisfaction of all conditions (including execution of the
Mining Mortgage).
If the acquisition or
disposal is occurring
under an agreement, a
summary of any other
material terms of the
agreement.
ASX Listing Rule 10.5.8
A summary of the key terms of the Loan Agreement is contained in
Section E below. A summary of the key terms of the Mining Mortgage
(under which the Security Interest is granted) is contained in Section F
below.
Page 12
Notice of General Meeting & Explanatory Statement
A voting exclusion
statement
ASX Listing Rule 10.5.9
A voting exclusion statement is contained in Resolution 1.
A report on the transaction
from an independent
expert. The report must
state the expert’s opinion
as to whether the
transaction is fair and
reasonable to the holders
of the entity’s +ordinary
securities whose votes in
favour of the transaction
are not to be disregarded
under rule 14.11. The
expert’s opinion as to
whether the transaction is
fair and reasonable must
be displayed prominently
in the notice of meeting
and on the covering page
of any accompanying
documents.
ASX Listing Rule 10.5.10
An independent expert report from LeMessurier Securities Pty Ltd was
commissioned and provides an opinion that the grant of the Security
Interest to Idemitsu Australia Pty Ltd is FAIR AND REASONABLE to the
Shareholders whose votes in favour of the transaction are not to be
disregarded under ASX Listing Rule 14.11.
This opinion of the Independent Expert is noted on the cover page of the
Notice of Meeting, the Chair’s letter, the Resolution and in the
Explanatory Statement. The Independent Expert’s Report is included in
full in Section G of the Notice of Meeting.
1.6 Recommendation and voting requirements
The Directors (other than Steve Kovac, who abstains) recommend that Shareholders approve
Resolution 1.
Page 13
Notice of General Meeting & Explanatory Statement
Section E – Summary of key terms of the Loan Agreement
Item Summary
Parties
Idemitsu (as Lender); the Company (as Borrower); CMG 1 Pty Ltd (ACN 652 999
141), CMG 3 Pty Ltd (ACN 662 757 780) and Vanteq (as Guarantors).
Structure
Two tranches (Tranche 1 = $1m; Tranche 2 = $0.5m), each comprising a term loan
cash advance.
Availability Period From financial close up to and including the date which is 14 days thereafter.
Sunset Date
If financial close has not occurred by 5.00pm (AEST) on the date that is 14 days after
the date of the Loan Agreement, the commitments will be cancelled.
Conditions
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