Wrap Text
Distribution of circular and notice of general meeting
Copper 360 Limited
(Formerly Big Tree Copper Limited)
(Incorporated in the Republic of South Africa)
Registration number 2021/609755/06
JSE Share Code: CPR ISIN: ZAE000318531
("Copper 360" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Copper 360 shareholders ("Shareholders") are referred to the announcement released by the Company on the
Stock Exchange News Service ("SENS") on 21 December 2023 (the "Announcement") wherein Shareholders
were advised that the Company had entered into a share subscription facility agreement with unrelated third
parties, GEM Global Yield LLC SCS ("the Investor") and GEM Yield Bahamas Limited ("GYBL") in terms of which,
inter alia, the Investor will make available to Copper 360 a share subscription facility of up to a maximum of
R650 million ("Facility") pursuant to which the Company will be entitled to draw down from the Facility against
the issuance of ordinary shares in Copper 360 ("Ordinary Shares") to the Investor ("Consideration Shares"), and
will issue warrants to the Investor to subscribe for up to 55 million Ordinary Shares at R5.50 per share ("Warrant
Shares") ("Proposed Transaction").
Unless expressly defined in this announcement, or the context indicates otherwise, capitalised terms herein
have the meanings ascribed to them in the Announcement.
DISTRIBUTION OF CIRCULAR
Shareholders are hereby advised that the circular containing the full details of the Proposed Transaction and
incorporating the notice convening the general meeting of Shareholders ("Notice of General Meeting"), Share
Provider Application Form, Electronic Participation Form and Form of Proxy ("Circular"), has been distributed to
Shareholders today, Tuesday, 26 March 2024. The Circular is available on the Company's website at
www.copper360.co.za and can be made available through a secure electronic manner at the election of the
Shareholder by requesting an electronic copy of the Circular by contacting Micel Wilson at
micel@copper360.co.za.
Shareholders are further advised that copies of the Circular (which is available in English only) can be obtained
from the offices of the Transfer Secretaries, JSE Investor Services Proprietary Limited ("Transfer Secretaries") at
1 Exchange Square, Gwen Lane, Sandton during normal business hours from today, Tuesday, 26 March 2024 up
to and including the date of the General Meeting of Shareholders ("General Meeting"), being on Tuesday, 23
April 2024.
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting, convened in terms of the Notice of General Meeting, will be
held at 09:00 (CAT) on Tuesday, 23 April 2024 and Shareholders will be requested to consider and, if deemed fit,
to pass the resolutions to approve, and to grant authority to directors of the Company in relation to, the
Proposed Transaction.
Shareholders are advised that the General Meeting (including any adjournment or postponement thereof) will
be held entirely by electronic facility/communication as detailed in the Notice of General Meeting contained in
the Circular and as permitted by section 63(2) of the Companies Act, 2008 (Act 71 of 2008), as amended, the JSE
Limited and clause 8.1 of the Company's Memorandum of Incorporation. The instructions for electronic
participation at the General Meeting are contained in the Electronic Participation Form annexed to the Notice
of General Meeting.
SALIENT DATES AND TIMES
The salient dates and times relating to the General Meeting are set out below:
2024
Record date to determine which Shareholders are entitled to receive the Circular Friday, 15 March
Circular (together with the notice convening the General Meeting) distributed to Tuesday, 26 March
Shareholders
Announcement relating to the issue of the Circular (together with the notice Tuesday, 26 March
convening the General Meeting) released on SENS
Last day to trade in order to be eligible to vote at the General Meeting Tuesday, 9 April
Voting record date Friday, 12 April
Last day to lodge forms of proxy for the General Meeting (by 09:00) Friday, 19 April
Forms of proxy not lodged with the Transfer Secretaries in time may be handed Tuesday, 23 April
to the chairman of the General Meeting immediately before the commencement
of the General Meeting
General Meeting held at 09:00 Tuesday, 23 April
Results of the General Meeting released on SENS Tuesday, 23 April
Last day for a Shareholder who wishes to become a Share Provider to submit a Thursday, 25 April
Share Provider Application Form to the Company by 17:00 on
Notes:
1. All dates and times in the Circular are local dates and times in South Africa and are subject to
change. Any changes will be released on SENS.
2. Shareholders are referred to page 2 of the Circular for information on the action required to be
taken by them.
3. Forms of Proxy may be submitted electronically to the Chairperson of the General Meeting at
shirley@copper360.co.za any time before the appointed proxy exercises any of the Shareholder's
votes at the General Meeting or any adjournment thereof.
4. Investors should note that as transactions in shares are settled in the electronic settlement system
used by Strate, settlement of trades takes place three business days after such trades. Therefore,
investors who acquire Copper 360 shares after close of trade on Tuesday, 9 April 2024 will not be
eligible to vote at the General Meeting.
5. Shares may not be dematerialised or rematerialised between Wednesday, 10 April 2024 and Friday,
12 April 2024, both days inclusive.
Stellenbosch
26 March 2024
Designated advisor: Bridge Capital Advisors Proprietary Limited
Date: 26-03-2024 05:30:00
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