ASX/Media Release 20 June 2013 PROPOSED 1 FOR 22 SHARE CONSOLIDATION Millennium Minerals Limited ( Millennium or the Company ) announces its intention, subject to shareholder approval, to implement a 1 for 22 share consolidation. Millennium has approximately 4.37 billion shares on issue compared to the Company s market capitalisation of approximately $70 million. This is disproportionate to the number of shares on issue by other similar sized companies in the Australian resources sector. The proposed share consolidation would reduce the number of shares on issue to approximately 198 million. As the Share Consolidation applies equally to all shareholders, individual shareholdings will be reduced in the same ratio as the total number of shares (subject to rounding). Accordingly, assuming no other market movements or impacts occur, the Share Consolidation will have no effect on the percentage interest in the Company of each shareholder. Consolidating the Company s shares is the next logical step for Millennium following the transition from explorer to producer and its recent inclusion in the ASX all ordinaries Index. Consolidating the Company s share capital will result in a more appropriate and effective capital structure and broaden its appeal particularly among international institutional investors. In accordance with the Corporations Act, an ordinary resolution will be put to shareholders at a General Meeting of the Company to be held on 23 July 2013. The resolution will propose that every 22 ordinary shares held by a shareholder be converted into one ordinary share. Should the resolution be passed, the number of options on issue and the exercise price of those options will also be adjusted in accordance with the ASX Listing Rules. Further information in relation to the proposed share consolidation, including the timetable for the consolidation, will be provided in the notice of the General Meeting which is expected to be issued to shareholders on or around 23 June 2013.
About Millennium Minerals Millennium Minerals owns and operates the Nullagine Gold project, located in the Pilbara Region in Western Australia. The mine was commissioned in September 2012 and commercial production was declared effective January 2013. The operation is expected to produce between 78,000 ounces and 83,000 ounces of gold in the year ended 31 December 2013 from mining and milling 1,500,000 ore tonnes. Mine life is currently planned for approximately 8 years. For further information: Millennium Minerals Brian Rear, Chief Executive Officer Fowlstone Communications Geoff Fowlstone E: brian.rear@mmltd.com.au E: geoff@fowlstone.com.au W: (08) 92169011 M: 0413 746 949
MILLENNIUM MINERALS LIMITED ACN 003 257 556 NOTICE OF MEETING, EXPLANATORY STATEMENT AND PROXY FORM TIME: 11.00am (WST) DATE: 23 July 2013 PLACE: The Celtic Club 48 Ord Street West Perth, Western Australia 6005 This Notice of Meeting and 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 accountant, solicitor or other professional adviser without delay. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Pierre Malherbe on +61 8 9216 9011.
CONTENTS PAGE Notice of General Meeting (setting out the proposed Resolution) 1 Explanatory Statement (explaining the proposed Resolution) 3 Corporate Representative Form 5 Glossary 6 Proxy Form TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00am (WST) on 23 July 2013 at: The Celtic Club 48 Ord Street West Perth, Western Australia 6005 YOUR VOTE IS IMPORTANT The business of the General Meeting affects your Shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the General Meeting on the date and at the place set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return as follows: In Person By Mail By Facsimile By Scan and Email Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009 Advanced Share Registry PO Box 1156 NEDLANDS WA 6909 +61 8 9481 0288 info@millenniumminerals.com.au Please note that the Proxy Form must be received by the Company not later than 11.00am (WST) on Sunday, 21 July 2013. Proxy Forms received later than this time will be invalid. ENTITLEMENT TO ATTEND AND VOTE The Company may specify a time, not more than 48 hours before the meeting, at which a snap-shot of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the General Meeting. The Company s Directors have determined that all Shares of the Company that are quoted on ASX at 5:00pm (WST) on Sunday, 21 July 2013 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.
NOTICE OF MEETING Notice is given that a General Meeting of Millennium Minerals Limited (Millennium or the Company) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday, 23 July 2013 commencing at 11.00am (WST) to consider, and if thought fit, to pass the Resolution set out below. Terms used in this Notice of Meeting and accompanying Explanatory Statement are defined in the glossary to this document. The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes the matters to be considered at the General Meeting. AGENDA 1 RESOLUTION 1 CONSOLIDATION OF SHARE CAPITAL To consider, and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: That, for the purpose of Section 254H(1) of the Corporations Act and for all other purposes, the Shares of the Company be consolidated through the conversion of every twenty two (22) Shares held by a Shareholder into one (1) Share with any resulting fractions of a Share rounded up to the next whole number of Shares, with consolidation to take effect in accordance with the timetable set out in the Explanatory Statement accompanying this Notice of Meeting. EXPLANATORY STATEMENT The Explanatory Statement accompanying this Notice of Meeting is incorporated in and comprises part of this Notice of Meeting. Shareholders are specifically referred to the glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of Meeting and the Explanatory Statement. PROXIES Please note that: (a) (b) (c) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy; a proxy need not be a member of the Company; and a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. CORPORATE REPRESENTATIVE Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with Section 250D of the Corporations Act authorising him or her to act as that company s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An appointment of corporate representative form is enclosed if required. 1
ENQUIRIES Shareholders are invited to contact the Company Secretary, Pierre Malherbe on + 61 8 9216 9011 if they have any queries in respect of the matters set out in this document. BY ORDER OF THE BOARD OF DIRECTORS Peter Rowe Non-executive Chairman Millennium Minerals Limited 21 June 2013 2
EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company s General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 23 July 2013 commencing at 11.00am (WST). The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolution. This Explanatory Statement should be read in conjunction with the Notice of Meeting preceding this Explanatory Statement. Capitalised terms in this Explanatory Statement are defined in the glossary. 1 RESOLUTION 1 CONSOLIDATION OF SHARE CAPITAL 1.1 Background Resolution 1 seeks Shareholder approval for the Company to consolidate its issued share capital through the conversion of every twenty two (22) fully paid ordinary shares into one (1) fully paid ordinary share (Share Consolidation). Pursuant to Section 254H(1) of the Corporations Act, the Company may convert all or any of its Shares into a larger or smaller number of Shares by ordinary resolution passed at a general meeting. This section of the Explanatory Statement provides the information required by Listing Rule 7.20 to be provided to Shareholders in relation to the Share Consolidation. 1.2 Purpose of Proposed Resolution The Directors propose the Share Consolidation for the following reasons: (a) (b) the Company currently has approximately 4,372,781,946 Shares on issue which represents a relatively large number when compared to its peer group listed on the ASX; and the Share Consolidation will result in a more appropriate and effective capital structure for the Company and a share price more appealing to a wider range of investors, particularly institutional, globally. 1.3 Effect of the Share Consolidation (a) (b) Shares If the Resolution is approved, every twenty two (22) Shares on issue will be consolidated into one (1) Share (subject to rounding). Overall, this will result in the number of Shares on issue reducing from 4,372,781,946 to approximately 198,762,816 (subject to rounding). As the Share Consolidation applies equally to all Shareholders, individual Shareholdings will be reduced in the same ratio as the total number of Shares (subject to rounding). Accordingly, assuming no other market movements or impacts occur, the Share Consolidation will have no effect on the percentage interest in the Company of each Shareholder. The Share Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders. Options As at the date of this Notice of Meeting, the Company has unlisted Options on issue (Options). If the Share Consolidation is approved, the Options will also be reorganised in accordance with the terms and conditions of the Options and Listing Rule 7.22.1 (as applicable) on the basis that the number of Options will be consolidated in the same ratio as the Share Consolidation and the exercise price is amended in inverse proportion to that ratio. For example, a holding of one thousand (1000) Options with an exercise price of $0.0325 each prior to the Share Consolidation would result in a holding of approximately forty six (46) Options with an exercise price of $0.715 each after the Share Consolidation. 3
After the Share Consolidation, there will be approximately 1,136,364 unlisted Options exercisable at $0.715 each on or before 31 December 2014. The Share Consolidation will not result in any change to the substantive rights and obligations of existing holders of Options. (c) Fractional entitlements Where the Share Consolidation (and associated consolidation of the Company s Options) results in an entitlement to a fraction of a Share or Option (as applicable), that fraction will be rounded up to the nearest whole number of Shares or Options. (d) Holding statements Taking effect from the date of the Share Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post-share Consolidation basis. New holding statements will be issued to security holders, who are encouraged to check their holdings after the Share Consolidation. (e) Taxation The Share Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Shares held after the Share Consolidation will be the sum of the cost bases of the original Shares pre-share Consolidation. The acquisition date of Shares held after the Share Consolidation will be the same as the date on which the original Shares were acquired. This Explanatory Statement does not however consider the tax implications in respect of Shares or other securities held on revenue account, as trading stock or by non-resident Shareholders. Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Shareholders or other security holders about the tax consequences of the proposed Share Consolidation. (f) Indicative timetable If approved by Shareholders, the proposed Share Consolidation will take effect on 8 August 2013. The following is an indicative timetable (subject to change) of the key events: Key Event Indicative Date General Meeting 23 July 2013 Notification to ASX that Share Consolidation is approved 23 July 2013 Last day for trading in pre-consolidated securities 24 July 2013 Trading in the consolidated securities on a deferred settlement basis commences 25 July 2013 Last day to register transfers on a pre-consolidation basis 31 July 2013 Registration of securities on a post-consolidation basis 1 August 2013 Despatch of new holding statements Deferred settlement trading ends 8 August 2013 1.4 Board Recommendation Normal trading starts 9 August 2013 The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 for the reasons outlined in section 1.2 of this Explanatory Statement. 4
CERTIFICATE OF CORPORATE REPRESENTATIVE FORM Shareholder Details This is to certify that by a resolution of the Directors of: the Company has appointed:...... (Company), Insert name of shareholder company...., Insert name of corporate representative in accordance with the provisions of Section 250D of the Corporations Act 2001 (Cth), to act as the body corporate representative of that company at the meeting of the members of Millennium Minerals Limited to be held on 23 July 2013 and at any adjournments of that meeting. DATED. 2013 Please sign here Executed by the Company in accordance with its constituent documents ) ) )........ Signed by authorised representative....... Signed by authorised representative........ Name of authorised representative (print)........ Name of authorised representative (print)........ Position of authorised representative (print)........ Position of authorised representative (print) Instructions for Completion Insert name of appointor Company and the name or position of the appointee (e.g. John Smith or each director of the Company ). Execute the Certificate following the procedure required by your Constitution or other constituent documents. Print the name and position (e.g. director) of each company officer who signs this Certificate on behalf of the company. Insert the date of execution where indicated. Send or deliver the Certificate to the registered office of Millennium Minerals Limited at Ground Floor, 10 Kings Park Road, West Perth WA 6005 Australia or fax the Certificate to the registered office at +61 (08) 9481 0288. 5
GLOSSARY $ Australian dollars unless otherwise specified. ASX Board Chairman ASX Limited or the market operated by that entity. the Board of Directors of the Company. the Chairman of the Company s meetings of Shareholders as appointed in accordance with the Company s constitution from time to time. Company Millennium Minerals Limited ACN 003 257 556. Corporations Act Director Explanatory Statement Listing Rules Meeting or General Meeting Notice or Notice of Meeting the Corporations Act 2001 (Cth). a director of the Company and Directors has a corresponding meaning. the explanatory statement that accompanies the Notice of Meeting. the official listing rules of the ASX. the meeting convened by the Notice of Meeting. this Notice of Meeting. Option Proxy Form Resolution Share Shareholder Shareholding WST an option to acquire a Share. the proxy form accompanying the Notice of Meeting. the resolution set out in the Notice of Meeting. fully paid ordinary share in the capital of the Company. holder of a Share in the Company. the aggregate of Shares held by a Shareholder. Australian Western Standard Time. 6
PROXY FORM ABN: 85 003 257 556 www.milleniumminerals.com.au Ground Floor 10 Kings Park Road West Perth WA 6005 Phone: +61 8 9216 9011 Fax: +61 8 9481 0288 Shareholder Details Advanced Share Registry Limited PO Box 1156, Nedlands Western Australia 6909 150 Stirling Hwy, Nedlands Western Australia 6009 Phone: +61 8 9389 8033 Fax: +61 8 9389 7871 Email: admin@advancedshare.com.au Website: www.advancedshare.com.au Name:... Address:... Contact Telephone No:... Contact Name (if different from above):... Step 1. Appoint a Proxy to Vote on Your Behalf I/We being a Shareholder/s of Millennium Minerals Limited and entitled to attend and vote hereby appoint The Chairman of the Meeting (mark with an X ) OR Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting. or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Chairman sees fit) at the General Meeting of Millennium Minerals Limited to be held in Perth on Tuesday, 23 July 2013 at The Celtic Club, 48 Ord Street, West Perth, Western Australia commencing at 11.00am (WST) and at any adjournment of that Meeting. Step 2. Items of Business Voting directions to your proxy please mark to indicate your directions Ordinary Business Resolution 1 Consolidation of Share Capital For Against Abstain* *If you mark the Abstain box for the Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. Appointment of a second proxy (see instructions overleaf) If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form % PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary
How to Complete this Proxy Form Your Name and Address Please print your name and address as it appears on your holding statement and the Company s share register. If Shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form. Appointment of a Proxy If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the Company. Votes on the Resolution You may direct your proxy how to vote by placing a mark in one of the boxes opposite the Resolution. All your Shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolution by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolution, your proxy may vote as he or she chooses. If you mark more than one box on the Resolution your vote on the Resolution will be invalid. If you direct your proxy how to vote validly in accordance with these instructions and your proxy fails to either attend the Meeting or vote on the directed Resolution, the Chairman of the Meeting is taken to have been appointed as the proxy for the purposes of voting on the Resolution at the Meeting and must vote in accordance with your proxy. Voting Entitlements In accordance with the Corporations Act, the Company has determined that the Shareholding of each person for the purpose of determining entitlements to attend and vote at the Meeting will be the entitlement of that person set out in the Company s share register as at 5:00pm (WST) on Sunday, 21 July 2013. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Voting in Person A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the Proxy Form to the Meeting to assist in registering your attendance and number of votes. Please arrive 15 minutes prior to the start of the Meeting to facilitate this registration process. A Shareholder that is a corporation may appoint an individual to act as its representative to vote at the Meeting in accordance with Section 250D of the Corporations Act. The appropriate Certificate of Appointment of Corporate Representative should be produced prior to admission. A form of the Certificate is enclosed with this Notice of Meeting.
Appointment of a Second Proxy You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company Secretary, Pierre Malherbe on +61 (08) 9216 9011 or you may photocopy this form. To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded. Signing Instructions You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to Section 204A of the Corporations Act) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. Lodging your Proxy Form This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the Meeting being no later than 11.00am (WST) on Sunday, 21 July 2013. Any Proxy Form received after that time will not be valid for the scheduled Meeting. In Person By Mail By Facsimile By Scan and Email Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009 Advanced Share Registry PO Box 1156 NEDLANDS WA 6909 +61 8 9481 0288 info@millenniumminerals.com.au