Scotgold Resources Limited

AIM Rule 26

This section of the website contains information required to be disclosed by rule 26 of the AIM Rules for Companies. The Company does not intend documents posted or referred to in this section of the website to be used for any purpose beyond fulfilling its obligations under rule 26. Any such documents may contain information which has become out of date, and accordingly no reliance should be placed on the information or opinions contained in any such document or on its completeness and no undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any of its directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in any such document and no responsibility or liability is accepted by any of them for any such information or opinions. In addition, none of such documents constitutes or forms part of, any offer or invitation to sell, allot or issue or any solicitation of any offer to purchase or subscribe for any securities, nor shall it (or any part of it) or the fact of its publication form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities. The distribution of any such document in other jurisdictions may be restricted by law and therefore persons into whose possession any such document comes should inform themselves about and observe any restriction.

Please follow the links for relevant information.

Country of Incorporation and main country of operation

The parent company, Scotgold Resources Limited, is incorporated in Australia. The Company’s principal operations are in Scotland at Cononish near Tyndrum in the Scottish Highlands.

Shareholder Rights

Rights Attaching to Shares

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours. The following are the more important rights, privileges and restrictions attaching to the Shares offered for subscription by this Prospectus:

General Meetings and Notice

Each Shareholder is entitled to receive notice of all general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act. Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him or her, or in respect of which he or she is appointed a proxy, attorney or representative, have one vote for every fully paid Share, but in respect of partly paid Shares shall have a fraction of a vote equal to the proportion that the amount paid bears to the issue price of the Shares.

Dividend Rights

The Directors may from time to time declare such dividends as appear to the Directors to be justified by the profits of the Company.
Subject to the rights of persons entitled to Shares with special rights as to dividends (at present there are none), all dividends are paid in the proportion that the amounts paid on those Shares bear to the issue price of the Shares.

Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he or she considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

Transfer of Shares

The Shares of Scotgold Resources Limited are traded in the form of Depositary Interests (“Securities”) on the Alternative Investment Market of the London Stock Exchange (“AIM”). The Company’s Securities are not traded on any other stock exchange or trading platform. Shares in the Company are freely transferable, subject to formal requirements, and so long as the registration of the transfer does not result in a contravention of or failure to observe the provisions of a law of Australia and the transfer is not in breach of the Corporations Act or the Listing Rules.

Variation of Rights

The Company may, subject to the Corporations Act and with the sanction of a special resolution passed at a meeting of Shareholders, or with the written consent of the majority of shareholders in the affected class, vary or abrogate the rights attaching to Shares.

Scotgold Resources Limited is not subject to the City Code on Takeover and Mergers.

Constitutional documents

Download constitution PDF

Restrictions

None.

Advisors

Nominated Adviser and Broker

SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
T: +44 20 3470 0470

Broker

Smaller Company Capital Ltd
3rd Floor 25 Eldon Street
London EC2M 7LD

UK Solicitors

Harper MacLeod LLP
Citypoint 65, Haymarket Terrace
Edinburgh EH12 5HD

Australian Solicitors

Steinepreis Paganin
16 Milligan Street
Perth Western Australia 6000

Competetent Person

Bara Consulting Ltd
17 Central Buildings
Market Place Thirsk
North Yorkshire YO7 1HD

CSA Global (UK) Ltd
2 Peel House
Barttelot Road Horsham
West Sussex RH12 1DE

Auditor

HLB Mann Judd Chartered Accountants
Level 4
130 Sterling Street
Perth WA 6000

Auditor (UK)

Scott-Moncrieff
Exchange Place
3 Semple Street
Edinburgh EH3 8BL

Public Relations

Capital M Consultants Ltd
1 Royal Exchange Avenue
London
EC3V 3LT