Constitution
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152-158 St Georges Terrace
Perth WA 6000 Australia
T +61 8 9404 9100 | F +61 8 9300 1338
Ballard Mining Limited
ACN 685 311 577
Constitution
Adopted on 3 June 2025
Table of contents
1
Preliminary ................................................................................................................ 1
1.1
1.2
1.3
1.4
2
Definitions and interpretation ..........................................................................................1
Nature of the Company...................................................................................................1
Replaceable rules ...........................................................................................................1
Transitional provisions ................................................... Error! Bookmark not defined.
Shares ....................................................................................................................... 1
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
Issue of Shares and options ...........................................................................................1
Preference Shares ..........................................................................................................1
Variation of classes and class rights ..............................................................................2
Converting Shares ..........................................................................................................2
Reductions of capital and buy backs ..............................................................................2
Ancillary powers regarding distributions .........................................................................3
Unmarketable parcels of Shares ....................................................................................3
Registered holder is absolute owner ..............................................................................3
Holding statements and certificates ................................................................................3
3
Restricted Securities ................................................................................................ 4
4
Calls, Company Payments, Forfeiture and Liens ................................................... 4
5
Transfer of Shares .................................................................................................... 4
5.1
5.2
5.3
5.4
5.5
5.6
5.7
6
Proceeding of Members ........................................................................................... 6
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
6.12
6.13
6.14
6.15
6.16
7
Who can call meetings of Members ...............................................................................6
Annual general meeting ..................................................................................................6
How to call meetings of Members ..................................................................................6
Right to attend meetings of Members .............................................................................6
Meeting of Members at more than one place .................................................................7
Meeting of Members by virtual meeting ..........................................................................7
Quorum ...........................................................................................................................7
Chairperson ....................................................................................................................8
General conduct of meetings ..........................................................................................9
Resolutions of Members .................................................................................................9
Direct Voting ................................................................................................................ 10
Polls ............................................................................................................................. 10
Adjourned, cancelled and postponed meetings .......................................................... 11
Number of votes .......................................................................................................... 12
Objections to qualification to vote ................................................................................ 13
Proxies, attorneys and representatives ....................................................................... 13
Directors ................................................................................................................. 15
7.1
7.2
7.3
7.4
7.5
7.6
8
Electronic transfer systems.............................................................................................4
Forms of transfer ............................................................................................................4
Instrument of transfer ......................................................................................................4
Transferor is holder until transfer registered...................................................................5
Refusal to register transfers ...........................................................................................5
No registration fee ..........................................................................................................5
Transmission of Shares ..................................................................................................5
Number of Directors ..................................................................................................... 15
Appointment of Directors ............................................................................................. 15
Retirement of Directors and vacation of office ............................................................ 16
Alternate Directors ....................................................................................................... 17
Remuneration of Directors ........................................................................................... 18
Interests of Directors .................................................................................................... 18
Officers.................................................................................................................... 20
8.1
8.2
8.3
Managing director ........................................................................................................ 20
Secretary ..................................................................................................................... 20
Indemnity and insurance.............................................................................................. 20
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9
Powers of the Company and Directors ................................................................. 21
9.1
9.2
9.3
9.4
10
Proceedings of Directors ....................................................................................... 22
10.1
10.2
10.3
10.4
10.5
10.6
10.7
11
Who may determine Dividends .................................................................................... 25
Dividends for different classes ..................................................................................... 26
Dividends proportional to paid up capital ..................................................................... 26
Effect of a transfer on Dividends ................................................................................. 26
No interest on Dividends.............................................................................................. 26
Unpaid amounts ........................................................................................................... 26
Capitalisation of profits ................................................................................................ 26
Distributions of assets.................................................................................................. 26
Dividend plans ............................................................................................................. 27
Notices and Payments ........................................................................................... 27
12.1
12.2
12.3
12.4
12.5
12.6
13
Written resolutions of Directors ................................................................................... 22
Meetings of Directors ................................................................................................... 23
Who can call meetings of Directors ............................................................................. 23
How to call meetings of Directors ................................................................................ 23
Quorum ........................................................................................................................ 23
Chairperson ................................................................................................................. 24
Resolutions of Directors............................................................................................... 24
Dividends and Profits ............................................................................................. 25
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
12
General powers ........................................................................................................... 21
Execution of documents .............................................................................................. 21
Committees and delegates .......................................................................................... 22
Attorney or agent ......................................................................................................... 22
Notice to Members ....................................................................................................... 27
Notice to Directors ....................................................................................................... 28
Notice to the Company ................................................................................................ 28
Time of service ............................................................................................................ 28
Signatures .................................................................................................................... 29
Payments ..................................................................................................................... 29
Winding up .............................................................................................................. 29
13.1
13.2
Distributions proportional to paid up capital................................................................. 29
Distributions of assets.................................................................................................. 29
Schedule 1.......................................................................................................................... 31
Definitions and Interpretation.................................................................................................... 31
Schedule 2.......................................................................................................................... 35
Calls, Company payments, Forfeiture and Liens ..................................................................... 35
Schedule 3.......................................................................................................................... 41
Transmission ............................................................................................................................ 41
Schedule 4.......................................................................................................................... 42
Unmarketable Parcels .............................................................................................................. 42
Schedule 5.......................................................................................................................... 45
Proportional Takeover Bid Approval ......................................................................................... 45
Schedule 6.......................................................................................................................... 46
Preference Shares .................................................................................................................... 46
Ballard Mining Limited
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This Constitution is made on 3 June 2025
by
Ballard Mining Limited ACN 685 311 577 (Company)
It is agreed:
1
Preliminary
1.1
Definitions and interpretation
Schedule 1 applies and forms part of this constitution.
1.2
Nature of the Company
The Company is a public company limited by shares.
1.3
Replaceable rules
The replaceable rules in the Corporations Act do not apply to the Company.
2
Shares
2.1
Issue of Shares and options
(a)
Subject to any rights and restrictions attached to a class of Shares, the Company may:
(i)
allot and issue unissued Shares; and
(ii)
grant options over unissued Shares,
on any terms, at any time and for any consideration, as the Directors resolve.
(b)
2.2
The powers of the Company under article 2.1 may only be exercised by the Directors.
Preference Shares
(a)
The Company may issue any Shares as preference Shares including:
(i)
preference Shares which are liable to be redeemed in a manner permitted by
the Corporations Act; and
(ii)
preference Shares in accordance with the terms of Schedule 6,
provided that such preference Shares are convertible into ordinary Shares in
accordance with their terms.
(b)
Holders of preference Shares have the same rights as holders of ordinary Shares in
relation to receiving Notices, reports and audited accounts, and attending meetings of
Members.
(c)
A holder of a preference Share only has the right to vote:
(i)
during a period during which a Dividend (or part of a Dividend) in respect of
the Share is in arrears;
(ii)
on a proposal to reduce the share capital of the Company;
(iii)
on a resolution to approve the terms of a buy back agreement;
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2.3
(iv)
on a proposal that affects rights attached to the Share;
(v)
on a proposal to wind up the Company;
(vi)
on a proposal for the disposal of the whole of the property, business and
undertaking of the Company; and
(vii)
during the winding up of the Company.
Variation of classes and class rights
(a)
Subject to the terms of issue of Shares in a particular class, the Company may:
(i)
vary or cancel rights attached to Shares in that class; or
(ii)
convert Shares from one class to another,
by a special resolution of the Company and:
(b)
2.4
(iii)
a special resolution passed at a meeting of the Members holding Shares in
that class; or
(iv)
the written consent of Members who are entitled to at least 75 per cent of the
votes that may be cast in respect of Shares in that class.
The provisions in this constitution concerning meetings of Members (with the
necessary changes) apply to a meeting held under article 2.3(a)(iii).
Converting Shares
The Company may by ordinary resolution passed at a meeting of Members convert all or any
of its Shares into a larger or smaller number of Shares.
2.5
Reductions of capital and buy backs
(a)
Subject to the Corporations Act and the Listing Rules, the Company may:
(i)
reduce its share capital; and
(ii)
buy back Shares in itself,
on any terms and at any time.
(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 distribution of securities in any other body
corporate or the transfer of any other assets.
(c)
If a distribution of a reduction of the share capital of the Company includes a
distribution of shares or other securities in another body corporate:
(i)
each Member is deemed to have agreed to become a member of that body
corporate and be bound by the constitution of that body corporate; and
(ii)
each Member appoints the Company and each Director as its agent to
execute an instrument of transfer or other document required to give effect to
the distribution transfer those shares or other securities to that Member; and
(iii)
any binding or notification between the Member and the Company (including
any instructions relating to payment of dividends or to communications from
the Company) will be deemed to be a similarly binding instruction or
notification to the other body corporate until that instruction or notification is
revoked or amended in writing addressed to the other body corporate (to the
maximum extent permitted under Australian law, or the other body corporate's
constitution).
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2.6
Ancillary powers regarding distributions
Instead of making a distribution or issue of specific assets, shares, debentures or other
securities to a particular Member, the Directors may make a cash payment to that Member, or
allocate some or all of the assets, shares, debentures or other securities to a trustee or
nominee to be sold (at the Member's risk and expense, including as to brokerage and
withholding tax) on behalf of, and for the benefit of, or in respect of, that Member, if:
(a)
the distribution or issue would otherwise be illegal or unlawful;
(b)
the distribution or issue would give rise to parcels of securities which do not constitute
a Marketable Parcel;
(c)
in the Directors' discretion, the distribution or issue would be unreasonable having
regard to:
(d)
2.7
(i)
the number of Members in the place where the distribution or issue would be
made; and/or
(ii)
the number and value of securities that would be offered; and/or
(iii)
the cost of complying with the legal requirements, and requirements of a
regulatory authority, in the place; or
the Member so agrees.
Unmarketable parcels of Shares
Schedule 4 applies and forms part of this constitution.
2.8
Registered holder is absolute owner
Except as required by Applicable Law, the Company is not required to recognise any interest
in, or right in respect of, a Share except an absolute right of legal ownership of the Member
registered as the holder of that Share.
2.9
Holding statements and certificates
(a)
The Directors will not, unless they determine otherwise or are required by any
Applicable Law, issue a certificate to a Member for any Shares registered in the
Member's name.
(b)
The Company must issue to each Member, in accordance with Applicable Law,
statements of the holdings of Shares registered in the Member's name.
(c)
Any certificate for Shares must be issued and despatched in accordance with
Applicable Law.
(d)
If a Share is jointly held:
(e)
(i)
the Company is not required to issue more than one certificate for that Share;
and
(ii)
delivery of a certificate for that Share to any one of the joint holders of that
Share is delivery to all the joint holders.
Subject to 2.9(a) the Company must issue a replacement certificate for a Share if the
Company:
(i)
receives and cancels the existing certificate; or
(ii)
is satisfied that the existing certificate is lost or destroyed, and the Member
complies with all conditions set out in the Corporations Act and pays any fee
as the Directors resolve.
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3
Restricted Securities
The Company shall comply in all respects with the requirements of the Listing Rules with
respect to restricted securities and the following provisions apply:
4
(a)
the Company must refuse to acknowledge a disposal (including registering a transfer)
of restricted securities during the escrow period for those securities except as
permitted by the Listing Rules or ASX;
(b)
Members must not dispose of restricted securities during the escrow period for those
securities except as permitted by the Listing Rules or ASX;
(c)
if the restricted securities are in the same class as quoted securities, the holder will be
taken to have agreed in writing that the restricted securities are to be kept on the
Company's issuer sponsored sub-register and are to have a holding lock applied for
the duration of the escrow period applicable to those securities;
(d)
a holder of restricted securities will not be entitled to participate in any return of capital
on those restricted securities during the escrow period applicable to those restricted
securities except as permitted by the Listing Rules or ASX; and
(e)
if a holder of restricted securities breaches a restriction deed or a provision of the
constitution restricting a disposal of those restricted securities, the holder will not be
entitled to any dividend or distribution or to exercise any voting rights, in respect of
those restricted securities for so long as the breach continues.
Calls, Company Payments, Forfeiture and Liens
Schedule 2 applies and forms part of this constitution.
5
Transfer of Shares
5.1
Electronic transfer systems
The Company may do any act, matter or thing permitted under Applicable Law to facilitate
involvement by the Company in any clearing and settlement facility provided under Applicable
Law for the transfer of securities.
5.2
Forms of transfer
Subject to this constitution, a Member may transfer one or more Shares the Member holds by:
5.3
(a)
a proper ASX Settlement transfer;
(b)
an instrument of transfer in compliance with this constitution; or
(c)
any other method permitted by Applicable Law.
Instrument of transfer
An instrument of transfer of a Share referred to in article 5.2(b) must be:
(a)
in writing;
(b)
in any usual form or in any other form approved by the Directors that is otherwise
permitted by law;
(c)
subject to the Corporations Act, executed by or on behalf of the transferor, and if
required by the Company, the transferee;
(d)
stamped, if required by a law about stamp duty; and
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(e)
5.4
delivered to the Company, at the place where the Register is kept, together with the
certificate (if any) of the Share to be transferred and any other evidence as the
Directors require to prove:
(i)
the title of the transferor to that Share;
(ii)
the right of the transferor to transfer that Share; and
(iii)
the proper execution of the instrument of transfer.
Transferor is holder until transfer registered
Subject to the ASX Settlement Operating Rules, a person transferring a Share remains the
registered holder of that Share until the transfer for that Share is registered and the name of
the person to whom the Share is being transferred is entered in the Register as the holder of
that Share.
5.5
Refusal to register transfers
(a)
Subject to:
(i)
Applicable Law;
(ii)
article 5.3 and articles 5.5(a) to 5.5(i) (inclusive); and
(iii)
paragraph 2.1(c) of Schedule 2,
the Company must not refuse or fail to register a transfer of Shares.
5.6
(b)
The Company may refuse to register a transfer of Shares where Applicable Law
permits the Company to do so.
(c)
The Company must refuse to register a transfer of Shares where Applicable Law or a
law about stamp duty requires the Company to do so.
(d)
Schedule 5 applies and forms part of this constitution.
(e)
The Company may apply, or may ask ASX Settlement to apply, a holding lock
(including to prevent a transfer, or to refuse to register a paper based transfer
document) where Applicable Law permits the Company to do so.
(f)
The Company must give Notice of any refusal to register a transfer of Shares, and the
reasons for the refusal, to the person transferring those Shares and the person who
lodged the transfer (if not the same person) within five Business Days after the date
on which the transfer was lodged with the Company.
(g)
The Company must give Notice of any holding lock, and the reasons for the holding
lock, to the Member of those Shares within five Business Days after the date on which
the Company asked for the holding lock.
(h)
Failure by the Company to give Notice under article 5.5(f) or 5.5(g) does not invalidate
the refusal to register the transfer or the holding lock.
(i)
The powers of the Company under articles 5.5(b) and 5.5(e) may only be exercised by
the Directors.
No registration fee
The Company must not charge a fee to register a transfer of a Share in compliance with this
constitution except as permitted by Applicable Law.
5.7
Transmission of Shares
Schedule 3 applies and forms part of this constitution.
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6
Proceeding of Members
6.1
Who can call meetings of Members
6.2
(a)
The Directors may call a meeting of Members at a time and place as the Directors
resolve.
(b)
Subject to the Corporations Act, a Director may call a meeting of Members at a time
and place as that Director determines.
(c)
The Directors must call and arrange to hold a meeting of Members on the request of
Members made in accordance with the Corporations Act.
(d)
The Members may call and arrange to hold a meeting of Members as provided by the
Corporations Act.
Annual general meeting
The Company must hold an AGM if required by, and in accordance with, Applicable Law.
6.3
How to call meetings of Members
(a)
The Company must give not less than Prescribed Notice of a meeting of Members.
(b)
Notice of a meeting of Members must be given to ASX, each Member, each Director,
each Alternate Director and any auditor of the Company.
(c)
Holders of preference Shares have the same rights as holders of ordinary Shares to:
(d)
6.4
(i)
receive Notice of a meeting of Members; and
(ii)
receive Notices, reports and financial reports of the Company.
Subject to article 6.13(h), a Notice of a meeting of Members must include:
(i)
date and time for the meeting (and if the meeting is to be held in two or more
places, the technology that will be used to facilitate this);
(ii)
the general nature of the business of the meeting;
(iii)
the date and time (being not more than 48 hours before the meeting) at which
persons will be taken for the purposes of the meeting to hold Shares; and
(iv)
any other information or documents specified by Applicable Law.
(e)
A person may waive Notice of any meeting of Members by Notice to the Company to
that effect.
(f)
Anything done (including the passing of a resolution) at a meeting of Members is not
invalid because either or both a person does not receive Notice of that meeting or the
Company accidentally does not give Notice of that meeting to a person.
Right to attend meetings of Members
(a)
Each Eligible Member and any auditor of the Company is entitled to attend any
meetings of Members.
(b)
Holders of preference Shares have the same rights as holders of ordinary Shares to
attend a meeting of Members.
(c)
Subject to this constitution, each Director is entitled to attend and speak at all
meetings of Members.
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(d)
6.5
(i)
in the opinion of the chairperson, is not complying with the reasonable
directions of the chairperson;
(ii)
has any audio or visual recording device;
(iii)
has a placard or banner;
(iv)
has an article the chairperson considers to be dangerous, offensive or liable to
cause disruption;
(v)
refuses to produce or to permit examination of any article, or the contents of
any article, in the person's possession;
(vi)
refuses to comply with a request to turn off a mobile telephone, personal
communication or similar device;
(vii)
behaves or threatens to behave, or who the chairperson has reasonable
grounds to believe may behave, in a dangerous, offensive or disruptive
manner; or
(viii)
is not:
(A)
an Eligible Member;
(B)
a proxy, attorney or representative of an Eligible Member;
(C)
a Director; or
(D)
an auditor of the Company.
Meeting of Members at more than one place
(a)
(b)
6.6
The chairperson of a meeting of Members may refuse any person's admission to, or
require a person to leave and remain out of, the meeting if that person:
A meeting of Members may be held in two or more places linked together by any
technology that:
(i)
gives the Eligible Members as a whole in those places a reasonable
opportunity to participate in proceedings;
(ii)
enables the chairperson of that meeting to be aware of proceedings in each
place; and
(iii)
enables the Eligible Members in each place to vote on a show of hands and
on a poll.
If a meeting of Members is held in two or more places under article 6.5(a):
(i)
an Eligible Member present at one of the places is taken to be present at that
meeting; and
(ii)
that meeting will be deemed to be held at the place stated in the Notice of
meeting, or, failing statement of a place in the Notice of meeting, as
determined by the chairperson of that meeting.
Meeting of Members by virtual meeting
A meeting of Members may be held using virtual technology and Members attending virtually
are present for the purposes of determining whether a quorum is present.
6.7
Quorum
(a)
Two Eligible Members present (including virtually) and entitled to vote at a meeting of
Members constitute a quorum.
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(b)
6.8
In determining whether a quorum for a meeting of Members is present:
(i)
where more than one proxy, attorney or representative of an Eligible Member
is present, only one of those persons is counted;
(ii)
where a person is present as an Eligible Member and as a proxy, attorney or
representative of another Eligible Member, that person is counted separately
for each appointment provided tha
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