Announcement PDF A SX A NNOUNCEMENT 11 OCTOBER 2023 ASX: CPO OTCQB: CPORF LETTER TO SHAREHOLDERS REGARDING ANNUAL GENERAL MEETING Dear Shareholder, Culpeo Minerals Limited (Culpeo or the Company) (ASX:CPO, OTCQB:CPORF) confirms its Annual General Meeting will be held on Thursday, 9 November 2023 (Meeting) commencing at 10:00am (WST) at 31-33 Cliff Street, Fremantle WA 6160. In accordance with 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to Shareholders unless the Shareholder has made a valid election to receive such documents in hard copy. The Notice of Meeting can be viewed and downloaded from the website link: https://www.culpeominerals.com.au/announcement-category/asx-announcements/ A copy of your personalised proxy form is enclosed for convenience. Please complete and return the attached proxy form to the Company’s share registry, Computershare Investor Services Pty Limited by: Online: At www.investorvote.com.au Mail: Share Registry – Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001, Australia Mobile: Scan the QR Code on your proxy form and follow the prompts Custodian Voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions Your proxy voting instruction must be received by 10:00am (WST) on Tuesday, 7 November 2023, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Computershare, on 1300 850 505 (within Australia) and +61 3 9415 4000 (outside Australia). The Company strongly encourages all Shareholders to submit their directed proxy votes in advance of the Meeting. If there is any impact on the proposed arrangements for the Meeting, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website at: https://www.culpeominerals.com.au/announcement-category/asx-announcements/ This announcement has been authorised by the Board of Directors of Culpeo Minerals Limited. COMPANY Max Tuesley Managing Director E: max.tuesley@culpeominerals.com.au P: +61 (08) 6311 9160 PAGE | 1 CULPEOMINERALS.COM.AU info@culpeominerals.com.au Level 48, 152-158 St Georges Terrace, Perth WA 6000 61 (8) 6311 9160 CULPEO MINERALS LIMITED ACN 627 735 531 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10:00am (WST) DATE: 9 November 2023 PLACE: 31-33 Cliff Street FREMANTLE WA 6160 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 4:00pm (WST) on 7 November 2023. BUSINESS OF THE MEETING Notice is given that the Meeting will be held at 31-33 Cliff Street, Fremantle WA 6160 on 9 November 2023 at 10:00am (WST). Your vote is important The business of the Meeting affects your shareholding and your vote is important. Voting in person To vote in person, Shareholders are able to 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. Proxy vote if appointment specifies way to vote: Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and • if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and • if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and • if the proxy is not the chair, the proxy need not vote on the poll, but if the if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed). Transfer of non-chair proxy to chair in certain circumstances: Section 250BC of the Corporations Act provides that, if: • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and • the appointed proxy is not the chair of the meeting; and • at the meeting, a poll is duly demanded on the resolution; and • either of the following applies:  the proxy is not recorded as attending the meeting; or  the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6311 9160. 5313-03/3287695_4 1 BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS – PERIOD ENDED 30 JUNE 2023 To receive and consider the annual financial report of the Company for the financial period ended 30 June 2023 together with the declaration of the Directors, the Directors’ 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 2023.” 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: 3. (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. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PAUL SCHMIEDE 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 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Paul Schmiede, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE 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 Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 5313-03/3287695_4 2 5. RESOLUTION 4 – APPROVAL TO ISSUE REPAYMENT 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 Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares, when multiplied by the deemed issue price, will be valued at $21,441.79 on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. Voting Exclusion Statement: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons: A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Peak Asset Management) or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) 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 (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Dated: 29 September 2023 By order of the Board Sarah Wilson Company Secretary 5313-03/3287695_4 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 – PERIOD ENDED 30 JUNE 2023 The first item of the Notice deals with the consolidated annual financial report of the Company for the financial period ended 30 June 2023 together with the Directors’ declaration, the Remuneration Report, the Directors’ report and the auditor’s report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. No resolution is required to be moved in respect of this item. Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company. The Chair will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to: (a) the conduct of the audit; (b) the preparation and content of the independent audit report; (c) the accounting policies adopted by the Company in relation to the preparation of accounts; and (d) the independence of the auditor in relation to the conduct of the audit. 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 https://www.culpeominerals.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. 1.1 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% 5313-03/3287695_4 4 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. 2.2 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 PAUL SCHMIEDE 3.1 General Clause 14.2 of the Company’s Constitution states that at the Company's annual general meeting, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director except a managing director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. In accordance with the Constitution and Listing Rule 14.5, Mr Schmiede, who was last elected by Shareholders on 12 November 2021 retires by rotation and seeks reelection. 3.2 Qualifications and other material directorships - Mr Paul Schmiede Mr Schmiede is a mining engineer with over 25 years’ experience in mining, exploration and business and corporate development. He has had direct exposure to gold and base metal commodities in a range of jurisdictions including Australia, Burkina Faso and DRC. He is currently Vice President – Corporate Development for TSX-V and ASX listed Sarama Resources Ltd, which has development stage gold assets in Burkina Faso. Prior to that he was Vice President Operations and Project Development at Moto Goldmines Ltd where he managed the pre-feasibility, bankable and definitive feasibility study for the +22M ounce Democratic Republic of Congo based, Moto Gold Project (now Kibali Gold). Prior to joining Moto Goldmines, he held senior operational and management positions with Gold Fields Ltd and 5313-03/3287695_4 5 WMC Resources Ltd where he was responsible for underground and open pit operations as well as project development and planning. Mr Schmiede holds a First Class Mine Managers Certificate (Western Australia), a Bachelor of Engineering (Mining) degree and is a Fellow of the Australasian Institute of Mining and Metallurgy. 3.3 Independence If re-elected the Board considers Mr Schmiede to be an independent Director. 3.4 Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. The Company undertook such checks prior to lodging its initial public offer prospectus with ASIC and applying for admission to the official list of the ASX. Mr Schmiede has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company. 3.5 Directors’ Recommendation The Board (other than Mr Schmiede) recommends Shareholders vote in favour of Resolution 2 on the basis that Mr Schmiede’s skills and experience have and will continue to support the Company in achieving its strategic objectives. 4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE 4.1 General Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate). An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes. 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 $3,003,490 (based on the number of Shares on issue and the closing price of Shares on the ASX on 28 September 2023. Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution. 5313-03/3287695_4 6 If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. 4.2 Technical information required by Listing Rule 7.1A Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 3: (a) Period for which the 7.1A Mandate is valid The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (b) (i) the date that is 12 months after the date of this Meeting; (ii) the time and date of the Company’s next annual general meeting; and (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). Minimum Price Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (c) (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 4.2(b)(i), the date on which the Equity Securities are issued. Use of funds raised under the 7.1A Mandate The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for: 5313-03/3287695_4 (i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition); (ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration); (iii) the development of the Company’s current business; and 7 (iv) (d) general working capital. Risk of Economic and Voting Dilution Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, 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 Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 28 September 2023. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. Dilution Issue Price Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution $0.015 $0.03 $0.06 50% decrease Issue Price 50% increase Funds Raised Current 96,886,806 9,688,680 $145,030 $290,660 $581,320 50% increase 145,330,209 14,533,020 $217,995 $435,990 $871,981 100% increase 193,773,612 19,377,360 $290,660 $581,320 $1,162,641 *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 pro-rata 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: 5313-03/3287695_4 1. There are currently 96,886,806 Shares on issue as at the date of this Notice of Meeting. 2. The issue price set out above is the closing market price of the Shares on the ASX on 28 September 2023. 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 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 Listing Rule 7.2 or with approval under Listing Rule 7.1. 5. The issue of Equity Securities under the 7.1A Mandate 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. 8 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 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. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (e) (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. Allocation policy under the 7.1A Mandate The recipients of the Equity Securities to be issued under the 7.1A Mandate 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 7.1A Mandate, having regard to the following factors: (f) (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, share purchase plan, placement 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 applicable). corporate, financial and broking advisers (if Previous approval under Listing Rule 7.1A The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 25 November 2022 (Previous Approval). During the 12 month period preceding the date of the Meeting, being on and from 25 November 2022, the Company issued 7,750,984 Shares pursuant to the Previous Approval, which represents 11.12% of the total diluted number of Equity Securities on issue in the Company on 25 November 2022, which was 69,672,184. 5313-03/3287695_4 9 Date of Issue and Appendix 2A Date of Issue and Appendix 2A: 12 September 2023 Recipients Professional and sophisticated investors who are clients of Unified Capital Partners Pty Ltd. The recipients were identified through a bookbuild process, which involved Unified Capital Partners Pty Ltd seeking expressions of interest to participate in the capital raising from non-related parties of the Company. Number and Class of Equity Securities Issued 7,750,984 Shares1 Issue Price and discount to Market Price1 (if any) $0.032 per Share (at a discount of 20% to Market Price). Total Cash Consideration and Use of Funds Amount raised: $248,031 Amount spent: $248,031 Use of funds: exploration activities at the Company’s Fortuna and Lana Corina Projects in Chile and for general working capital. Amount remaining: $nil Proposed use of remaining funds3: N/A 4.3 Voting Exclusion Statement As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice. 4.4 Directors’ Recommendation The Board recommends Shareholders vote in favour of Resolution 3. 5. RESOLUTION 4 – APPROVAL TO ISSUE REPAYMENT SHARES 5.1 General Pursuant to an agreement between the Company and CoPeak Corporate Pty Ltd (ACN 632 277 144) as trustee for the Peak Asset Management Unit Trust (Peak Asset Management) dated 10 October 2023 (Peak Agreement), the Company has agreed to satisfy debts owed to Peak Asset Management through the issue of that number of Shares, when multiplied by the 5-day volume weighted average price at the time of issue (5-Day VWAP), will be valued at $21,441.79, subject to Shareholder approval (Repayment Shares). Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The proposed issue of the Repayment Shares does not fall within any of these exceptions and may exceed the 15% limit in Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Repayment Shares. 5313-03/3287695_4 10 The issue of the Repayment Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and whilst the number of Repayment Shares may not exceed the 15% limit in Listing Rule 7.1, the Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval under Listing Rule 7.1. To do this, the Company is asking Shareholders to app