Announcement PDF ESTRELLA RESOURCES LIMITED ACN 151 155 207 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 9:30am (WST) DATE: Tuesday, 28 November 2017 PLACE: ”Mining Corporate Boardroom” Level 11, 216 St Georges Terrace PERTH WA 6000 The business of the Meeting affects your shareholding and your vote is important. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 9:30am (WST) on 26 November 2017. BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2017.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR RAYMOND SHORROCKS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.3 of the Constitution and for all other purposes, Mr Ray Shorrocks, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR STEPHEN BROCKHURST To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.1 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Stephen Brockhurst, a Director who was appointed casually on 3 April 2017, retires, and being eligible, is, is re-elected as a Director.” 4489-01/1773001_1 1 5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 200,000 Shares on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a 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. 6. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a 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. 7. RESOLUTION 6 – ISSUE OF VENDOR SHARES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 34,000,000 Shares (Vendor Shares) to the Vendor (or his nominee(s)) as consideration for the Acquisition, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by the Vendor and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a 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. 2 Dated: 19 October 2017 By order of the Board Stephen Brockhurst Company Secretary and Director Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that:  each Shareholder has a right to appoint a proxy;  the proxy need not be a Shareholder of the Company; and  a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:  if proxy holders vote, they must cast all directed proxies as directed; and  any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9481 0389. 3 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.estrellaresources.com.au. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 4489-01/1773001_1 4 2.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR RAYMOND SHORROCKS 3.1 General The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Mr Raymond Shorrocks, who has served as a director since 24 June 2015 and was last re-elected on 29 November 2016, retires by rotation and seeks re-election. 3.2 Qualifications and other material directorships Mr Shorrocks has over 20 years’ experience in corporate finance and has advised a diverse range of mining companies during his career at Patersons Securities Limited, one of Australia’s largest full service stockbroking and financial services firms. Mr Shorrocks has been instrumental in managing and structuring equity capital raisings as well as having advised extensively in the areas of mergers and acquisitions. Mr Shorrocks is a member of the Remuneration Committee and the Audit and Risk Committee. Mr Shorrocks is a Director of Draig Resources Limited, Galilee Energy Limited, International Goldfields Limited and Indago Energy Limited. 3.3 Independence If elected the board does not consider Mr Shorrocks will be an independent director. 3.4 Board recommendation The Board supports the re-election of Mr Raymond Shorrocks and recommends that Shareholders vote in favour of Resolution 2. 4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR STEPHEN BROCKHURST 4.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. 5 Mr Stephen Brockhurst, having been appointed by other Directors on 3 April 2017 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders. 4.2 Qualifications and other material directorships Mr Brockhurst is the founding Director of Mining Corporate Pty Ltd and has 15 years’ experience in the finance and corporate advisory industry and has been responsible for the preparation of the due diligence process and prospectuses on a number of initial public offers. His experience includes corporate and capital structuring, corporate advisory and company secretarial services, capital raising, ASX and ASIC compliance requirements. Mr Brockhurst has served on the board and acted as Company Secretary for numerous ASX listed and private companies. He is currently a Director of Roto-Gro International Limited and International Goldfields Limited and Company Secretary of Jacka Resources Limited, Lindian Resources Limited, Cabral Resources Limited, Galena Mining Limited and Nelson Resources Limited 4.3 Independence Mr Brockhurst has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally. If elected the board considers Mr Brockhurst will be an independent director. 4.4 Board recommendation The Board supports the re-election of Mr Stephen Brockhurst and recommends that Shareholders vote in favour of Resolution 3. 5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES 5.1 General On 5 May 2017, the Company issued 200,000 Shares at an issue price of $0.05 per Share in consideration for consulting services. Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Ratification). ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 6 5.2 Technical information required by AS Listing Rule 7.4 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification: (a) 200,000 Shares were issued; (b) the deemed issue price was $0.05 per Share; (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) the Shares were issued to Mr George Juris Petersons, who is not a related party of the Company; and (e) no funds were raised from this issue as the Shares were issued in consideration for consulting services provided in relation to logistics at the Mt Edwards Lithium Project. 6. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY 6.1 General ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital (10% Placement Capacity) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1. An Eligible Entity is one that, as at the date of the relevant annual general meeting: (a) is not included in the S&P/ASX 300 Index; and (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000. As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $13,728,765 (based on the number of Shares on issue and the closing price of Shares on the ASX on 16 October 2017). An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security. Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: ESR). If Shareholders approve Resolution 5, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. 7 Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed. 6.2 Technical information required by ASX Listing Rule 7.1A Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 5: (a) Minimum Price The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before: (b) (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section 6.2(a)(i), the date on which the Equity Securities are issued. Date of Issue The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following: (i) 12 months after the date of this Meeting; and (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid), (10% Placement Capacity Period). (c) Risk of voting dilution Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue. If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 16 October 2017. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic 8 dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity. Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2) 395,283,292 (Current Variable A) 592,924,938 (50% increase in Variable A) 790,566,584 (100% increase in Variable A) Dilution Issue Price (per Share) 0.019 0.038 0.057 50% decrease in Issue Price Issue Price 50% increase in Issue Price Shares issued 10% voting dilution 39,528,329 Shares 39,528,329 Shares 39,528,329 Shares Funds raised $751,038.25 $1,502,076.50 $2,253,114.75 Shares issued 10% voting dilution 59,292,493 Shares 59,292,493 Shares 54,192,493 Shares $1,126,557.36 $2,253,114.73 $3,379,672.10 79,056.658 Shares 79,056.658 Shares 79,056.658 Shares $1,502,076.50 $3,004,153,00 $4,506,229.51 Funds raised Shares issued 10% voting dilution Funds raised *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 1. There are currently 395,283,292 Shares on issue comprising: (a) 361,283,292 existing Shares as at the date of this Notice of Meeting; and (b) 34,000,000 Shares which will be issued if Resolution 6 is passed at this Meeting. 2. The issue price set out above is the closing price of the Shares on the ASX on 16 October 2017. 3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1. 5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. 6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1. 8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. 9 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (d) (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. Purpose of Issue under 10% Placement Capacity The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes: (i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets and general working capital; or (ii) as non-cash consideration for the acquisition of new resources assets and investments including/excluding previously announced acquisitions, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3. The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities. (e) Allocation policy under the 10% Placement Capacity The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors: (i) the purpose of the issue; (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate; (iii) the effect of the issue of the Equity Securities on the control of the Company; (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (v) prevailing market conditions; and (vi) advice from corporate, financial and broking advisers (if applicable). 10 Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments. (f) Previous approval under ASX Listing Rule 7.1A The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 26 October 2017 (Previous Approval). The Company has not issued any Equity Securities pursuant to the Previous Approval. During the 12-month period preceding the date of the Meeting, being on and from 28 November 2016, the Company otherwise issued a total of 166,783,333 Shares and zero Options which represents approximately 73.5% of the total diluted number of Equity Securities on issue in the Company on 29 November 2016, which was 226,919,959. Further details of the issues of Equity Securities by the Company during the 12-month period preceding the date of the Meeting are set out in Schedule 1. (g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX: (h) (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and (ii) the information required by Listing Rule 3.10.5A for release to the market. Voting Exclusion A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 5. 7. RESOLUTION 6 – ACQUISITION OF WA NICKEL PTY LTD 7.1 Background This Resolution seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Vendor Shares in consideration for the Acquisition. A summary of ASX Listing Rule 7.1 is set out in Section 5.1 above. The effect of this Resolution will be to allow the Company to issue the Vendor Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity. 11 WA Nickel Pty Ltd On 4 September 2017 the Company announced that it had executed a binding, conditional agreement for the acquisition of new gold and nickel assets via the proposed acquisition of WA Nickel Pty Ltd (WAN). These acquisitions, once completed, will strengthen and diversify the Company’s interest in the Widgiemooltha region. Term of the Acquisition The Company entered into a conditional, binding agreement to purchase WAN through the issue of 34 million fully paid shares (consideration valued at A$850,000) in the Company. The acquisition is subject to various conditions precedent, the material ones being; • Approval of the acquisition by Estrella shareholders; • Maximus Resources Limited providing its consent to WA Nickel Pty Ltd for the acquisition of the Spargoville Nickel rights from Breakaway Resources; • There is no breach of warranty; and • to the extent required by the Mining Act, WA Nickel has received a letter by or on behalf of the Minister indicating the Minister's in –principle consent to the transfer of M15/87 to WA Nickel Pty Ltd. 7.2 Technical information required by ASX Listing Rule 7.1 Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to this Resolution: (a) the maximum number of Shares to be issued is 34,000,000; (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date; (c) the issue price will be issued for nil consideration in satisfaction of the Acquisition and therefore no funds will be raised; (d) the Shares will be issued to the Vendor whom is not a related party of the Company; and (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms an