SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
Commission File Number: 000-19182
For the month of: December 2004
| ALLIED GOLD LIMITED |
| (Translation of registrant’s name into English) |
| Unit 15, Level 1, 51-53 Kewdale Road, Welshpool, W.A. 6106 Australia |
| (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
| Form 20-F | X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes | No | X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | No | X |
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes | No | X |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) 82 —
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALLIED GOLD LIMITED (Registrant) |
| Date: December 12, 2004 | By: /s/ David Lymburn David Lymburn Corporate Secretary |
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ALLIED GOLD LIMITED
ABN 86 104 855 067
NOTICE OF GENERAL MEETING,
EXPLANATORY STATEMENT
AND
PROXY FORM
This Notice of General Meeting is an important document and requires your
immediate attention. Please read it carefully. If you are in doubt as to what
you should do, please consult your investment or other professional adviser.
For a General Meeting to be held on 11 January 2005 at 10.00am
at CBD Rydges Hotel, corner Hay and King Streets, Perth, Western Australia
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ALLIED GOLD LIMITED
ABN 86 104 855 067
NOTICE OF GENERAL MEETING
Notice is given that a general meeting of shareholders of Allied Gold Limited
(Allied Gold or Company) will be held at CBD Rydges Hotel, corner Hay and Kings
Streets, Perth, Western Australia at 10.00am on 11 January 2005.
AGENDA
Resolution 1 - Placement Capacity
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 of the Listing Rules of the
Australian Stock Exchange Limited and for all other purposes, approval is
given for the Company to issue fully paid ordinary shares at a price of not
less than 80% of the average market price for securities in that class
before the issue date to raise up to $10 million and otherwise on the terms
and conditions set out in the Explanatory Statement accompanying this
Notice."
Short Explanation: Under the Listing Rules, the Company may seek shareholder
approval prior to a placement to allow it the flexibility to make future issues
of securities up to the threshold of 15% of its total ordinary securities in any
one 12 month period.
Voting Exclusion: The Company will disregard any votes cast on this resolution
by any person who may participate in the proposed issue and a person who might
obtain a benefit, except a benefit in the capacity of a holder of ordinary
securities if the resolution is passed, and any associates of those persons.
DATED THIS 10TH DAY OF DECEMBER 2004
BY ORDER OF THE BOARD
DAVID LYMBURN
COMPANY SECRETARY
NOTES:
1. A shareholder of the Company entitled to attend and vote is entitled to
appoint not more than two proxies. Where more than one proxy is appointed,
each proxy must be appointed to represent a specified proportion of the
shareholder's voting rights. If the shareholder appoints two proxies and
the appointment does not specify this proportion, each proxy may exercise
half of the votes. A proxy need not be a shareholder of the Company.
2. For the purposes of the Corporations Act, the Directors have set a snapshot
date to determine the identity of those entitled to attend and vote at the
Meeting. The snapshot date is 10.00am (WST) on 9 January 2005.
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3. To vote by proxy, please complete and sign the attached proxy form as soon
as possible and either:
o send the proxy form by facsimile to the Company on facsimile number
(08) 9353 4894 (International: + 61 8 9353 4894); or
o deliver the proxy form personally to the Company's registered office
at Unit 15, Level 1, 51 -53 Kewdale Road, Welshpool, Western
Australia.
so that it is received not later than 10.00am (WST) on 9 January 2005.
Proxy forms received later than this time will be invalid.
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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. RESOLUTION 1 - PLACEMENT CAPACITY
The Company is seeking shareholder approval pursuant to Resolution 1 to
give it the flexibility to raise an additional $10 million. Primarily,
these funds will be used to fund the acquisition of the remaining interests
in the Simberi Mining Joint Venture and the Tabor Exploration Joint
Venture.
As at the date of this Notice, the exact working capital requirements to
enable the completion of the tasks referred to in paragraphs (f) (ii) -
(vi) below has not yet been determined. The Directors also note, that in
the event the bankable feasibility studies conclude the Simberi and Tabor
Island projects to be economic, additional debt and/or equity funding for
project development may also be required.
For the purposes of ASX Listing Rule 7.3, the following information is
provided in relation to Resolution 1:
(a) the Company may issue a maximum number of Shares that equals $10
million divided by the issue price calculated in accordance with
paragraph (c) below;
(b) the allottees of the securities has not yet been determined. No Shares
will be issued to related parties of the Company;
(c) the issue price of the Shares will be not less than 80% of the average
market price for securities in that class. The average is calculated
over the last 5 days in which sales in the securities were recorded
before the day in which the issue was made or, if there is a
disclosure document relating to the issue, over the last 5 days on
which sales in the securities were recorded before the date of the
disclosure document;
(d) the securities will be issued no later than 3 months after the date of
this Meeting (or such later date as determined by any ASX waiver or
modification of the ASX Listing Rules) and it is anticipated that
allotment will occur on one date;
(e) the Shares issued will rank equally with the existing Shares on issue;
and
(f) the funds raised from the issue of the Shares will be applied towards:
(i) completion of the acquisition of an additional 37.5% interest in
the Simberi Mining Joint Venture (covering MI-1136) and the
residual interest in the Tabor Exploration Joint Venture
(covering EL609) by the payment of A$4.4 million (CAN$4.0
million)
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(ii) further exploration and evaluation at the Sorowar deposit
including revision of the Simberi Oxide Project feasibility study
in anticipation of a decision to mine during 2005;
(iii)to fund the equity portion of project financing for development
of the Simberi Oxide Project;
(iv) conduct of detailed airborne geophysical surveys over the entire
Tabar Islands Group and ground induced polarisation geophysical
surveys over portions of the Tabar Islands Group;
(v) exploration activities in relation to sulphide resources on
Simberi Island;
(vi) to meet administrative and offer expenses and general working
capital.
2. ENQUIRIES
Shareholders are invited to contact David Lymburn (Company Secretary) on
9353 3638 if they have any queries in respect of the matters set out in
these documents.
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GLOSSARY
ASX means Australian Stock Exchange Limited.
ASX LISTING RULES and LISTING RULES mean the official listing rules of the ASX.
BOARD means the board of directors of the Company.
COMPANY and ALLIED GOLD means Allied Gold Limited (ABN 86 104 855 067).
CONSTITUTION means the Company's constitution.
CORPORATIONS ACT means the Corporations Act 2001 (Cth).
DIRECTORS mean the current directors of the Company.
EXPLANATORY STATEMENT means the explanatory statement to this Notice.
MEETING means the annual general meeting convened by the Notice.
NOTICE means the notice convening the Meeting.
SHARE means a fully paid ordinary share in the capital of the Company.
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PROXY FORM
APPOINTMENT OF PROXY
ALLIED GOLD LIMITED
ABN 86 104 855 067
GENERAL MEETING
I/We --------------------------------------------------------
being a Member of Allied Gold Limited entitled to attend
and vote at the Meeting, hereby
Appoint --------------------------------------------------------
Name of proxy
or failing the person so named or, if no person is named, the Chairman of the
Meeting or the Chairman's nominee, to vote in accordance with the following
directions or, if no directions have been given, as the proxy sees fit at the
General Meeting to be held at 10.00am, on 1 1 January 2005 at CBD Rydges Hotel,
corner Hay and King Streets, Perth, Western Australia and at any adjournment
thereof. If no directions are given, the Chairman will vote in favour of all of
the resolutions.
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Voting on Business of the Annual General Meeting
FOR AGAINST ABSTAIN
Resolution 1 - Placement Capacity [ ] [ ] [ ]
If you do not wish to direct your proxy how to vote, please place
a mark in this box [ ]
By marking this box, you acknowledge that the Chairman may exercise your proxy
even if he has an interest in the outcome of the resolution and votes cast by
him other than as proxy holder will be disregarded because of the interest. The
Chairman will vote in favour of all of the resolutions if no directions are
given.
YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX
INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS
APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.
If you mark the abstain box for a particular item, you are directing your proxy
not to vote on that item on a show of hands or on a poll and that your shares
are not to be counted in computing the required majority on a poll.
Signed this day of 2004
By:
Individuals and joint holders Companies (affix common seal if
appropriate)
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Signature Director
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Signature Director/Company Secretary
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Signature Sole Director and Sole Company
Secretary
ALLIED GOLD LIMITED
ABN 86 104 855 067
Instructions for Completing 'Appointment of Proxy' Form
1. A member entitled to attend and vote at a Meeting is entitled to appoint
not more than two proxies to attend and vote on their behalf. Where more
than one proxy is appointed, such proxy must be allocated a proportion of
the member's voting rights. If the shareholder appoints two proxies and the
appointment does not specify this proportion, each proxy may exercise half
the votes.
2. A duly appointed proxy need not be a member of the Company. In the case of
joint holders, all must sign.
3. Corporate shareholders should comply with the execution requirements set
out on the Proxy Form or otherwise with the provisions of Section 127 of
the Corporations Act. Section 127 of the Corporations Act provides that a
company may execute a document without using its common seal if the
document is signed by:
o directors of the company;
o a director and a company secretary of the company; or
o for a proprietary company that has a sole director who is also the
sole company secretary - that director.
For the Company to rely on the assumptions set out in Section 129(5) and
(6) of the Corporations Act, a document must appear to have been executed
in accordance with Section 127(1) or (2). This effectively means that the
status of the persons signing the document or witnessing the affixing of
the seal must be set out and conform to the requirements of Section 127(1)
or (2) as applicable. In particular, a person who witnesses the affixing of
a common seal and who is the sole director and sole company secretary of
the company must state that next to his or her signature.
4. Completion of a Proxy Form will not prevent individual shareholders from
attending the meeting in person if they wish. Where a shareholder completes
and lodges a valid proxy form and attends the meeting in person, then the
proxy's authority to speak and vote for that shareholder is suspended while
the shareholder is present at the meeting.
5. Where a Proxy Form or form of appointment of corporate representative is
lodged and is executed under power of attorney, the power of attorney must
be lodged in like manner as this proxy.