Announcement PDF ADXASZADX NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM ANNUAL GENERAL MEETING OF ADX ENERGY LTD TO BE HELD AT LEVEL 1, 168 STIRLING HIGHWAY, NEDLANDS, WESTERN AUSTRALIA WEDNESDAY 22 MAY 2024 COMMENCING AT 4:00 PM (AWST) AND HELD VIRTUALLY VIA ZOOM Registration Link: https://us06web.zoom.us/webinar/register/WN_XQDWeHzxS-KBTvl2iE-w7A 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. Should you wish to discuss the matters in this Notice of Meeting please do Should you to discussto thecontact matters in the this Notice of Meeting please do noton hesitate to contact the notwish hesitate Company Secretary (+61 8) [*6]. Company Secretary on +61 8 9381 4266 or admin@adxenergy.com.au ADX Energy Ltd ABN 50 009 058 646 29 Bay Road, Claremont, Western Australia 6010 Phone: +61 8 9381 4266 Email: admin@adxenergy.com.au NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of ADX Energy Ltd will be held at the office of Level 1, 168 Stirling Highway, Nedlands, Western Australia Wednesday 22 May 2024 at 4:00 pm (AWST) CONTENTS PAGE Business of the Meeting (setting out the proposed resolutions) Explanatory Statement (explaining the proposed resolutions) Glossary Schedules Proxy Form 4 8 24 25 enclosed IMPORTANT INFORMATION Your Vote is Important The business of the Meeting affects your shareholding and your vote is important. How to Vote You may vote by attending the meeting in person, by proxy or authorised representative. Voting eligibility 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 5.00pm (WST) on Monday, 20 May 2024. Voting in Person To vote in person, attend the Annual General Meeting at the time, date and place set out above. Voting by Proxy To vote by proxy, please complete and sign the Proxy Form enclosed 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, members are advised that: • each member has a right to appoint a proxy; • the proxy need not be a member of the Company; and • a member 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. Voting by Those Attending via Zoom Votes from those attending via Zoom may also be submitted during the Meeting. Shareholders will be able to email their poll votes during the meeting. In order to do so, Shareholders will need to register their email address with the 2 Company by emailing admin@adxenergy.com.au by no later than 4:00pm (AWST) on 20 May 2024 (Email Voting Registration Date). Any Shareholder that has not registered by the Email Voting Registration Date will not be permitted to vote during the Meeting. Your proxy form is enclosed. Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they apply to this Annual General Meeting. Broadly, the sections 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. Further details are set out below. 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 (i.e. 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 (i.e. as directed); and • 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 (i.e. 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 question that the resolution be passed; and • either of the following applies: o the proxy is not recorded as attending the meeting; o 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. 3 ORDINARY BUSINESS 1. BUSINESS OF THE MEETING AGENDA Financial Statements and Reports – Agenda Item To receive and consider the annual financial report of the Company for the financial year ended 31 December 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 purpose 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 31 December 2023.” Note: In accordance with section 250R(3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company. 3. Resolution 2 – Re-Election of Mr Paul Fink as a Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of clause 14.2 of the Constitution and for all other purposes, Mr Paul Fink, a director, retires, and being eligible, is re-elected as a Director.” 4. Resolution 3 – Re-election of Mr Edouard Etienvre as a Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of clause 14.2 of the Constitution and for all other purposes, Mr Edouard Etienvre, a director, retires, and being eligible, is re-elected as a Director.” 5. Resolution 4 – Election of Mr John Begg as a Director 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 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr John Begg, a Director who was appointed casually on 4 March 2024, retires, and being eligible, is elected as a non-executive director of the Company.” 6. Resolution 5 – Issue of Director Options in Lieu of Consulting Fees – Mr Ian Tchacos To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 850,000 Options to Mr Ian Tchacos (or his nominee), under the Employee Incentive Securities Plan, on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 4 7. Resolution 6 – Issue of Director Options in Lieu of Consulting Fees – Mr Paul Fink To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 450,000 Options to Mr Paul Fink (or his nominee), under the Employee Incentive Securities Plan, on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 8. Resolution 7 – Issue of Shares (Salary Sacrifice) to Director – Mr Ian Tchacos To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14, section 195(4) and 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue Shares in the Company to the value of $5,000 to Mr Ian Tchacos (or his nominee), pursuant to the Directors’ Salary Sacrifice Share Plan, on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 9. Resolution 8 – Issue of Shares (Salary Sacrifice) to Director – Mr Paul Fink To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14, section 195(4) and 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue Shares in the Company to the value of $5,000 to Mr Paul Fink (or his nominee), pursuant to the Directors’ Salary Sacrifice Share Plan, on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 10. Resolution 9 – Issue of Shares (Salary Sacrifice) to Director – Mr Edouard Etienvre To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14, section 195(4) and 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue Shares in the Company to the value of $140,000 to Mr Edouard Etienvre (or his nominee), pursuant to the Directors’ Salary Sacrifice Share Plan, on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 11. Resolution 10 – Issue of Shares (Salary Sacrifice) to Director – Mr John Begg To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14, section 195(4) and 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue Shares in the Company to the value of $60,000 to Mr John Begg (or his nominee), pursuant to the Directors’ Salary Sacrifice Share Plan, on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 12. Resolution 11 – Approval of 7.1A Mandate To consider and, if thought fit, pass, the following resolution with or without amendment, as a special resolution: “That, for the purposes of ASX 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 5 (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Statement”. 13. General To transact any other business as may be brought before the meeting in accordance with the Constitution of the Company, the Corporations Act, or otherwise. BY ORDER OF THE BOARD AMANDA SPARKS COMPANY SECRETARY 4 April 2024 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report 1 – Adoption of Remuneration Report A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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: Resolutions 5 and 6 – Issue of Director Options (a) the voter is appointed as a proxy in 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 Key Management Personnel. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: Resolutions 7 - 10 – Issue of Director Shares (c) the proxy is the Chair; and (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the relevant Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolutions 7 - 10 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the relevant Resolution and it is not cast on behalf of a Resolutions 7 - 10 Excluded Party. 6 In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on these Resolutions if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on these Resolutions. Provided the Chair is not a Resolutions 7 - 10 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though these Resolutions are connected directly or indirectly with remuneration of a member of the Key Management Personnel. Voting Exclusion Statements 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: Resolutions 5 and 6 – Issue of Director Options The Company will disregard any votes cast in favour of Resolutions 5 and 6 by or on behalf any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Tchacos and Mr Fink) or an associate of that person or those persons (Resolutions 5 and 6 Excluded Party). Resolutions 7 - 10 – Issue of Director Shares The Company will disregard any votes cast in favour of Resolutions 7 to 10 by or on behalf any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons (Resolutions 7 to 10 Excluded Party). 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. 7 ADX Energy Ltd EXPLANATORY STATEMENT This Explanatory Statement and all attachments are important documents. They should be read carefully. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser. 1. FINANCIAL STATEMENT AND REPORTS In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2023 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 financial report to Shareholders unless specifically requested to do so. The Company’s financial report is available on its website at http://adxenergy.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 to shareholders that the remuneration report be adopted must be put to shareholders. However, such a resolution is advisory only and does not bind the Directors of the Company. A reasonable opportunity will be provided for discussion of the remuneration report at the meeting. 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 December financial report of the company. 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. The remuneration report is set out in the Company’s Annual Report which: 2.2 • outlines the Board’s policy for determining the nature and amount of remuneration of Directors, the company secretary and other key management personnel of the Company; • discusses the relationship between the Board’s remuneration policy and the Company’s performance; • details and explains any performance condition applicable to the remuneration of a Director, secretary or other key management personnel; • details the remuneration (including options, if any) of each Director and other key management personnel of the Company for the period; and • summarises the terms of any contract under which any Director, the company secretary or other key management personnel is engaged, including the period of notice required to terminate the contract and any termination payments provided for under the contract. 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. 8 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 previous 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 reelection 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. 2.3 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 MR PAUL FINK AS A DIRECTOR 3.1 General Pursuant to Clause 14.2 of the Company's Constitution, Mr Paul Fink, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director. Mr Fink was previously re-elected on 27 May 2022, retires by rotation and seeks re-election. Mr Fink was appointed as a director of the Company on 25 February 2008. 3.2 Qualifications Mr Fink has over 30 years of petroleum exploration and production industry experience in technical and management positions. He is a graduate from the Mining University of Leoben, Austria and started his career as a seismic data processing geophysicist and then worked predominantly on international exploration and development projects and assignments in Austria, Libya, Bulgaria, UK, Australia and Pakistan as Exploration and Reservoir Manager for OMV. In 2005, Mr Fink started his own petroleum consultancy working on projects in Romania and as Vice President for Focus Energy, leading their highly successful exploration and development campaign in Western India. Mr Fink was a key team member for the resulting highly successful IPO on the London Stock Exchange (Indus Gas) which led to a market cap of over GBP 1.5 MM Pounds, partly due to 3rd party reserves audits managed by Mr Fink. 3.3 Independence If re-elected, the Board considers Mr Fink will not be an independent director due to his position as CEO. 3.4 Technical information required by Listing Rule 14.1A If Resolution 2 is passed, Mr Fink will be re-elected to the Board as a non-independent Director. In the event that Resolution 2 is not passed, Mr Fink will not be re-elected to the Board as a non-independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 3.5 Board Resolution The Board has reviewed Mr Fink’s performance since his appointment to the Board and considers that Mr Fink’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Fink and recommends that Shareholders vote in favour of Resolution 2. 9 4. RESOLUTION 3 – RE-ELECTION OF MR EDOUARD ETIENVRE AS A DIRECTOR 4.1 General Pursuant to Clause 14.2 of the Company's Constitution, Mr Edouard Etienvre, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director. Mr Etienvre was previously elected on 27 May 2022, retires by rotation and seeks re-election. Mr Etienvre was appointed as a director of the Company on 7 January 2020. 4.2 Qualifications Mr Etienvre is UK based and is an energy and natural resources executive and entrepreneur, with over 12 years of experience in the oil and gas, mining, shipping and offshore facilities sectors initially with banks including sell-side equity research and reserve-based lending. More recently his experience has included positions with private and public E&P companies, ship owners and offshore facilities owners, mining companies and a midsize trading group managing investments in companies active in the oil and gas sector. Mr Etienvre has extensive commercial, business development, risk assessment, management and project management experience and expertise including deal sourcing, transaction structuring, commercial negotiations and financing including debt, equity, off-take finance, vendor finance and reverse take-overs with TSX-V and LSE listed companies. 4.3 Independence If re-elected, the Board considers Mr Etienvre will not be an independent director due to the quantum of his consulting services from his entity, NGX Commodities Ltd for commercial and corporate finance services. 4.4 Technical information required by Listing Rule 14.1A If Resolution 3 is passed, Mr Etienvre will be re-elected to the Board as a non-independent Director. In the event that Resolution 3 is not passed, Mr Etienvre will not be re-elected to the Board as a nonindependent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 4.5 Board Recommendation The Board has reviewed Mr Etienvre’s performance since his appointment to the Board and considers that Mr Etienvre’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Etienvre and recommends that Shareholders vote in favour of Resolution 3. 5. RESOLUTION 4 – ELECTION OF MR JOHN BEGG AS A DIRECTOR 5.1 General Clause 14.4 of 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 Listing Rule 14.4, any Director so appointed holds office only until the next 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. Mr John Begg, having been appointed by other Directors on 4 March 2024 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. 10 5.2 Qualifications Mr Begg is a highly experienced energy professional who has been instrumental in the discovery and commercialisation of numerous oil and gas fields in Australia, North Africa, SE Asia and California. During his career he has founded, promoted and held executive roles in a number of companies listed in Australia and the UK. John brings valuable strategic, technical and commercial support and guidance to the Board and management team. Mr Begg has been awarded the RIU Good Oil Conference John Doran Lifetime Achievement Award (2018) for his outstanding long-term record of achievement in the Australian oil and gas industry. 5.3 Independence Mr Begg has no interests, position 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 Company as a whole rather than in the interests of an individual security holder or other party. Mr Begg does provide ad-hoc consulting services from his entity, Rock Doc Pty Ltd, for consultancy services, however the quantum is not considered material. The Board considers Mr Begg is an independent director. 5.4 Technical information required by Listing Rule 14.1A If Resolution 4 is passed, Mr Begg will be elected to the Board as an independent Director. In the event that Resolution 4 is not passed, Mr Begg will not be elected to the Board as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 5.5 Board Recommendation The Board has reviewed Mr Begg’s performance since his appointment to the Board and considers that Mr Begg’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Begg and recommends that Shareholders vote in favour of Resolution 4. 6. RESOLUTIONS 5 AND 6 - ISSUE OF RELATED PARTY OPTIONS 6.1 General The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 1,300,000 Options (Related Party Options) to Mr Ian Tchacos and Mr Paul Fink (or their nominees) (Related Parties) under the Company’s Employee Incentive Securities Plan on the terms and conditions set out below. Resolutions 5 and 6 seek Shareholder approval for the issue of the Related Party Options as follows: 6.2 (a) Resolution 5: 850,000 Related Party Options to Mr Ian Tchacos (or his nominee) as remuneration for corporate consulting fees. Mr Tchacos has agreed to receive $500 cash per month and equity for additional corporate consulting based on $1,500/day (note Mr Tchacos receives 100% cash for technical consulting); and (b) Resolution 6: 450,000 Related Party Options to Mr Paul Fink (or his nominee) as part remuneration for consulting fees. Paul Fink has agreed to receive 50% of his consulting day rate of $1,500/day for all work, excluding consulting direct to subsidiary A