asx announcement despatch of notice of general meeting and podium minerals prospectus

313 Pages·2017·9.67 MB·English

ASX ANNOUNCEMENT
8 December 2017

DESPATCH OF NOTICE OF GENERAL MEETING AND PODIUM MINERALS
PROSPECTUS
On 1 November 2017, AssetOwl Limited (ASX code: AO1) (Company) announced that it had
entered into a conditional binding terms sheet with Weld Range Metals Limited (to be renamed
‘Podium Minerals Limited’) (Podium) for the sale of the Company’s Rum Jungle Project (Rum
Jungle Project).
The following documents have today been despatched to all shareholders:
1. a notice of general meeting for a meeting of shareholders to be held at 10:00am (WST) on
Monday, 8 January 2018 at Level 14, Parmelia House, 191 St Georges Terrace, Perth, Western
Australia (General Meeting); and
2. a copy of a Podium prospectus dated 30 November 2017 (Podium Prospectus) for an initial
public offer and application for listing on ASX (set out at Annexure B to the notice of
meeting); the Podium Prospectus contains an offer of Podium shares and attaching options
to the Company, to be distributed in-specie to the Company’s eligible shareholders, as
consideration for Podium’s proposed acquisition of the Rum Jungle Project.
Each of the above documents accompany this announcement.
General Meeting
The Company seeks shareholder approval at the General Meeting to approve:
1. the disposal of the Rum Jungle Project to Podium; and
2. a reduction of capital by way of in-specie distribution of the Podium shares and options
offered to the Company under the Podium Prospectus to eligible shareholders.
Subject to shareholder approval of the resolutions, and satisfaction of the other conditions
precedent to Podium’s acquisition of the Rum Jungle Project, Podium will issue 6,000,000
Podium shares and 3,000,000 Podium attaching options, and the Company will distribute these
shares and options at nil cost by way of in-specie distribution to eligible shareholders.
AssetOwl Limited ACN: 122 727 342
Level 14, 191 St George’s Terrace, Perth, Western Australia 6000
Telephone: (61) (8) 9424 9320 Facsimile: (61) (8) 9321 5932
www.assetowl.com
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The Board considers that Podium’s proposed acquisition of the Company’s Rum Jungle Project
will realise value for shareholders from the Rum Jungle Project and allow the Company to better
focus its efforts and resources on developing the AssetOwl business (acquired in December
2016) which the Board considers has the potential to create significant value for shareholders.
Podium Prospectus
The Company recommends that all shareholders read the Podium Prospectus carefully and
consider it in conjunction with the notice of meeting. It contains important information in
relation to Podium and the Podium shares and options to be distributed to eligible shareholders
(subject to shareholder approval of the resolutions at the General Meeting).
In addition to the offer of shares and options to the Company, the Podium Prospectus contains
a “Priority Pool” offer to eligible shareholders of the Company, for eligible shareholders to apply
for up to 4,300,000 Podium shares at an issue price of $0.20 per share, with three attaching
Podium options for every one share subscribed for at an issue price of $0.02 per attaching
option.
The Company did not prepare or issue the Podium Prospectus. Except where and to the extent
expressly stated in the Podium Prospectus, the Company does not take responsibility for any
statements contained in the Podium Prospectus or the verification of their accuracy.
***ENDS***
For further information, shareholders and media please contact:
Bruce McCracken/ Simon Trevisan Fleur Hudson
Executive Director/ Director Company Secretary
[phone] [phone]
Tim Dohrmann
Investor and Media Enquiries
[email protected]
[phone]
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Notice of General Meeting,
Explanatory Statement and Proxy Form
AssetOwl Limited
ACN 122 727 342

Venue

Level 14, Parmelia House, 191 St Georges Terrace,
Perth, Western Australia

Time and Date

10:00am (WST) on Monday, 8 January 2018

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

Contents

Item Page
Notice of General Meeting 5-6
Voting Prohibitions and Exclusions 7
Proxy Appointment, Voting and Meeting Instructions 8
Explanatory Statement 9-34
Glossary of Terms 35-38
Schedule 1 – Pro Forma Statement of Financial Position 39
Schedule 2 – Information on Podium 40-55
Annexure A – Proxy Form Attached
Annexure B – Podium Prospectus Attached
Important dates
An indicative timetable of key proposed dates is set out below. These dates are indicative only and are
subject to change.

Event Date
Last day for receipt of Proxy Forms – Proxy Forms 10:00am (WST) on Saturday, 6 January 2018
received after this time will be disregarded
Snapshot date for eligibility to vote 5:00pm (WST) on Saturday, 6 January 2018
General Meeting 10:00am (WST) on Monday, 8 January 2018
Purpose of documents
This Notice of Meeting and Explanatory Statement has been prepared for the purpose of seeking
Shareholder approvals to effect the proposed sale of the Company’s Rum Jungle Project to Podium and the
distribution to Eligible Shareholders of the Consideration Securities received.
Podium Prospectus
This Notice of Meeting and Explanatory Statement annexes the Podium Prospectus at Annexure B. The
Company recommends that all Shareholders read the Podium Prospectus carefully and consider it in
conjunction with this Notice of Meeting and Explanatory Statement. It contains important information in
relation to Podium and the Consideration Securities.
The Company did not prepare or issue the Podium Prospectus. Except where and to the extent expressly
stated in the Podium Prospectus, the Company does not take responsibility for any statements contained in
the Podium Prospectus or the verification of their accuracy.

ASSETOWL LIMITED – NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 2
The Company is not aware of any other information that is material to a Shareholder’s decision on how to
vote in relation to Resolution 3 other than as disclosed in this Notice of Meeting and Explanatory Statement,
or the Podium Prospectus.
Offer of Consideration Securities
In accordance with ASIC regulatory guidance, the invitation to Shareholders (other than Eligible
Shareholders) to vote on Resolution 3 (Selective Reduction of Capital) constitutes an “offer” (for the
purposes of Chapter 6D of the Corporations Act) to transfer the Consideration Securities to Eligible
Shareholders under the Distribution, for which a prospectus is required unless a statutory exception applies.
The Consideration Securities are to be offered to the Company under the Podium Prospectus which has
been prepared by Podium in accordance with Chapter 6D of the Corporations Act. This offer to the
Company will therefore be made with disclosure required by the Corporations Act. Accordingly, the transfer
of the Consideration Securities by the Company to Eligible Shareholders under the Distribution will not
require additional disclosure. Eligible Shareholders, other than those Eligible Shareholders who are ‘related
parties’ (as defined in the Listing Rules) of the Company, will be able to on-sell or otherwise dispose of their
Consideration Securities within the first 12 months of receiving them without further disclosure.
ASX has provided Podium with in-principle advice to the effect that it will apply a 24 month escrow restriction
on those of the Consideration Securities which are transferred under the Distribution to Eligible Shareholders
who are ‘related parties’ (as defined in the Listing Rules). Podium proposes to request that ASX review of
this decision to the effect that these Consideration Securities not be subject to escrow restrictions.
Accordingly, the number of Consideration Securities that will be subject to ASX imposed escrow, or the
period of escrow, may change depending upon the outcome of such submissions/review.
New Zealand Shareholders
The invitation to Shareholders (other than Eligible Shareholders) with an address in New Zealand is made in
reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the
Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). The Consideration Securities
to be transferred under the Distribution are not being offered or sold to the public within New Zealand other
than to certain Eligible Shareholders with registered addresses in New Zealand at the Record Date. This
Notice of Meeting and Explanatory Statement has not been registered, filed with or approved by any New
Zealand regulatory authority. These documents are not an investment statement or prospectus under New
Zealand law and is not required to, and may not, contain all the information that an investment statement or
prospectus under New Zealand law is required to contain.
Overseas Holders
This Notice of Meeting and Explanatory Statement does not make any offer to Shareholders with a
registered address outside of Australia or New Zealand. The distribution of this Notice of Meeting and
Explanatory Statement (including electronic copies) outside Australia or New Zealand may be restricted by
law. This Notice of Meeting and Explanatory Statement does not, and is not intended to, constitute an offer
or invitation in any other place or jurisdiction in which, or to any person to whom, it would not be lawful to
make such an offer or invitation. Persons who come into possession of these documents should observe
such restrictions and should seek their own professional advice about such restrictions.
Consideration Securities will not be distributed to Overseas Holders (i.e. Eligible Shareholders not resident in
Australia or New Zealand at the Record Date). The Consideration Securities that would otherwise be
transferred to such Overseas Holders will instead be transferred to Patersons Securities as sale agent to sell
and remit the net proceeds to Overseas Holders.
Competent Person’s Statement
The information in this Notice of Meeting and Explanatory Statement that relates to exploration results and
mineral resources of Podium is based on and fairly represents information and supporting documentation
prepared by Mr Jeremy Peters who is a Fellow of the Australasian Institute of Mining and Metallurgy and
Chartered Professional Mining Engineer and Geologist of that organisation. Mr Peters is a full time
employee of Snowden Mining Industry Consultants Pty Ltd. Mr Peters has sufficient experience which is

ASSETOWL LIMITED – NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 3
relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is
undertaking to qualify as a Competent Person as defined in the 'Australasian Code for Reporting of
Exploration Results, Minerals Resources and Ore Reserves' (2012 edition). Mr Peters consents to the
inclusion in this Notice of Meeting and Explanatory Statement of the matters based on his information in the
form and context in which it appears.
ASIC and ASX
This Notice of Meeting and Explanatory Statement have been lodged with ASIC and ASX by the Company.
The Podium Prospectus has also been lodged with ASIC by Podium on or about the same date. Neither
ASIC nor ASX takes any responsibility for the contents of these documents.
No advice
Nothing in the Explanatory Statement constitutes financial product, taxation or investment advice, nor any
recommendation in relation to the Consideration Securities. The Company has not taken into account the
objectives, financial situation or needs of any Shareholder in preparing the Explanatory Statement. The
transactions the subject of the Resolutions may affect each Shareholder differently. Shareholders should
consider the potential effect of approving or not approving each Resolution having regard to their individual
circumstances. Where appropriate, Shareholders should also consider obtaining their own financial,
accounting, taxation, investment, legal or other professional advice before deciding how to vote on a
Resolution.
Forward-looking statements
Certain statements in the Explanatory Statement relate to the future. Such statements involve known and
unknown risks, uncertainties and other important factors that could cause the actual results, performance or
achievements of the Company to be materially different from future results, performance or achievements
expressed or implied by such statements. These statements reflect views only as of the date of the
Explanatory Statement.
Neither the Company nor any other person gives any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward looking statements in the Explanatory
Statement will actually occur and you are cautioned not to place undue reliance on such forward looking
statements.
No incorporation of websites
The information on the Company’s website or any other website referred to in this Notice of Meeting nor the
Explanatory Statement does not form part of these documents. A reference in these document to a website
is textual only.
Defined terms
Capitalised terms used in this Notice of General Meeting will, unless the context otherwise requires, have the
same meaning given to them in the Glossary set out in the Explanatory Statement.

ASSETOWL LIMITED – NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 4
Notice of General Meeting
Notice is hereby given that a General Meeting of AssetOwl Limited ACN 122 727 342 (Company) will be
held at Level 14, Parmelia House, 191 St Georges Terrace, Perth, Western Australia 10:00am (WST) on
Monday, 8 January 2018.
The Explanatory Statement, which accompanies and forms part of the Notice of General Meeting, describes
the various matters to be considered.
AGENDA
Resolution 1: Amendment to Constitution
To consider and, if thought fit, to pass with or without amendment, the following resolution as a special
resolution:
That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the
Company’s Constitution be amended by inserting, after clause 29, a new clause 29A of the
Constitution as follows:
“29A. Reductions of capital and buy backs
(a) The Company may, on any terms and at any time:
(i) reduce its share capital; and
(ii) buy back Shares in itself.
(b) The method of distribution of a reduction of the share capital of the Company may include
any or all of the payment of cash, the issue of shares, the grant of Company options or other
Company securities, the transfer of shares or any other securities in any other body
corporate or units in any unit trust or the transfer of any other assets.
(c) If a distribution of a reduction of the share capital of the Company includes an issue or
transfer of shares in a body corporate, each Member:
(i) agrees to become a member of that body corporate; and
(ii) in the case of transfer, appoints the Company and each Director (jointly and
severally) at its agent to execute an instrument of transfer or other document
required to transfer those shares to that Member.”
Resolution 2: Disposal of Rum Jungle Project
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary
resolution:
That, subject to Resolution 1 and 3 being passed and for the purposes of Listing Rule 11.4 and for
all other purposes, approval is given for the disposal of the Company’s Rum Jungle Project, on the
terms and conditions set out in the Explanatory Memorandum.

ASSETOWL LIMITED – NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 5
Resolution 3: Selective Reduction of Capital
To consider and, if thought fit, to pass with or without amendment, the following resolution as a special
resolution:
That, subject to Resolutions 1 and 2 being passed, for the purposes of sections 256B and 256C(2) of
the Corporations Act and for all other purposes, the issued share capital of the Company be
reduced, without cancelling any Shares, by the Company making a distribution in-specie of
Consideration Securities to all Eligible Shareholders, on the terms and conditions set out in the
Explanatory Memorandum.
By order of the Board of Directors

Ms Fleur Hudson
Company Secretary
4 December 2017

ASSETOWL LIMITED – NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 6
Voting Prohibitions and Exclusions
Corporations Act voting prohibitions
Pursuant to section 256C(2)(a) of the Corporations Act, a vote on the following Resolution must not be cast
(in any capacity) by or on behalf of the parties specified in the table below or their respective Associates:
Resolution Excluded Parties
Resolution 3 An Eligible Shareholder.
However, this voting prohibition does not prevent the casting of a vote on Resolution 3 if it is cast by a
person as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution.
ASX voting exclusion statements
For the purpose of Listing Rule 14.11, the Company will disregard any votes cast on the following Resolution
by or on behalf of the following parties and/or their Associates:
Resolution Excluded Parties
Resolution 2 A party to the transaction to acquire the Rum Jungle Project, being Podium.
The Company need not disregard a vote on a Resolution 2 if it is cast by:
 the person as a proxy for a person who is entitled to vote, in accordance with a direction on the
Proxy Form; or
 the Chairperson 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.

ASSETOWL LIMITED – NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 7
Proxy Appointment, Voting and Meeting Instructions
Lodgement of a Proxy Form  for a proprietary company that has a sole
The Proxy Form (and any power of attorney or other director who is also the sole company
authority, if any, under which it is signed) must be secretary, that director.
received at an address given below by 10:00am
Votes on Resolution
(WST) on Saturday, 6 January 2018, being not
You may direct your proxy how to vote by placing a
more than 48 hours before the commencement of
mark in the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box
the Meeting. Any Proxy Form received after that
opposite the Resolution. All your votes will be cast
time will not be valid.
in accordance with such a direction unless you
Proxy Forms should be addressed to the Company indicate only a portion of voting rights are to be voted
Secretary of AssetOwl Limited and may be lodged on the Resolution by inserting the percentage or
as follows: number of Shares you wish to vote in the appropriate
box or boxes. If you do not mark any of the boxes
By hand Security Transfer Australia, 770
on the Resolution, your proxy may vote as he or she
or post: Canning Highway, Applecross,
chooses. If you mark more than one box on the
Western Australia 6153
Resolution, your vote will be invalid.
By fax: [phone]
Chairperson voting of undirected proxies
By email: [email protected] At the date of the Notice, the Chairperson intends to
vote all undirected proxies FOR the Resolution. In
Appointment of a proxy
exceptional cases the Chairperson’s intentions may
A Shareholder entitled to attend and vote at the
change subsequently and in this event, the
Meeting is entitled to appoint a proxy. The proxy
Company will make an announcement to the market.
may, but need not be, a Shareholder.
Voting entitlement (snapshot date)
If you wish to appoint the Chairperson as your proxy,
For the purposes of determining voting and
mark the appropriate box on the Proxy Form. If the
attendance entitlements at the Meeting, Shares will
person you wish to appoint as your proxy is
be taken to be held by the persons who are
someone other than the Chairperson please write
registered as holding the Shares at 5:00pm (WST)
the name of that person. If you leave this section
on Saturday, 6 January 2018. Accordingly,
blank, or your named proxy does not attend the
transactions registered after that time will be
Meeting, the Chairperson will be your proxy.
disregarded in determining entitlements to attend
You are entitled to appoint up to two persons as and vote at the Meeting.
proxies to attend the Meeting and vote on a poll. If
Corporate representatives
you wish to appoint a second proxy, an additional
A corporation may elect to appoint an individual to
Proxy Form may be obtained by telephoning the
act as its representative in accordance with section
Company on +61 (0)8 9336 6619 or you may
250D of the Corporations Act, in which case the
photocopy the Proxy Form.
Company will require a certificate of appointment of
To appoint a second proxy you must, on each Proxy the corporate representative executed in accordance
Form, state (in the appropriate box) the percentage with the Corporations Act. The certificate of
of your voting rights which are the subject of the appointment must be lodged with the Company
relevant proxy. If both Proxy Forms do not specify and/or the Company's share registry before the
that percentage, each proxy may exercise half your Meeting or at the registration desk on the day of the
votes. Fractions of votes will be disregarded. Meeting.
Eligible Shareholders and their Associates are not Defined terms
able to vote as proxy on Resolutions 2 (Disposal of Capitalised terms used in the Notice and the
Rum Jungle Project) and Resolution 3 (Selective Explanatory Statement are defined in the Glossary.
Reduction of Capital) unless the Proxy Form
Questions from Shareholders
specifically directs them how to vote.
At the Meeting the Chairperson will allow a
Corporate Shareholders reasonable opportunity for Shareholders to ask
Corporate Shareholders should comply with the questions or make comments on the management of
execution requirements set out on the proxy form or the Company.
otherwise with the provisions of section 127 of the
In addition to asking questions at the Meeting,
Corporations Act. Section 127 of the Corporations
written questions to the Board about the
Act provides that a company may execute a
management of the Company may be submitted by
document without using its common seal if the
no later than 5:00pm (WST) on Monday, 1 January
document is signed by:
2018 in the same manner as outlined above for
 two directors of the company; lodgement of Proxy Forms.
 a director and a company secretary of the Copies of written questions will be available at the
company; or Meeting.

ASSETOWL LIMITED – NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 8