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Home EGM Docs Official EGM request letter

Official EGM request letter

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These are the documents that were sent out to shareholders who were interested in requesting an EGM.  They are presented here 'as is' for your reference.

A few of the details are not quite relevant now due to the rapidly changing nature of the situation however for the most part this should demonstrate the intent behind shareholder action so far...

For up to date commentary on the EGM resolutions please see the "Shareholder Action" menu.


 

Paul Williams
Company Secretary
Cityview Corporation Ltd
Level 9, 28 The Esplanade
Perth
WA 6000

20th November, 2008

NOTICE OF REQUIREMENT TO CALL A GENERAL MEETING.

Dear Paul,


We write to you as Company Secretary of Cityview Corporation Limited, to inform you that Cityview Shareholders require that the Directors call a general meeting.
More than 5% of the votes that may be cast at the meeting are represented in our numbers, as per legal requirements under Section 249D of the Corporations Act.

We request this meeting be called as soon as is practical within the allowable limits of the Corporations Act.


“Under 249D of the Corporations Act, the Directors of the Company must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting. Directors must call the meeting within 21 days after the request is given to the Company and the meeting must be held no later than 2 months after the request of the meeting has been received.”

 

We also enclose a Member’s Statement attached as the file “Members Statement.pdf” which we require to be distributed by mail, along with the EGM notice as allowed under section 249P of the Corporations Act.



The resolutions and special resolutions that we require to be tabled at this meeting are as follows:

Resolution 1.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

 That the non-renounceable pro rata entitlements issue announced by the company to the ASX on 7th November 2008 be withdrawn and, if deemed necessary by the board, the offer is to be reissued on terms that permit the issue of no more than 20% of currently issued capital.

Resolution 2.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That Mr Peter Mark Smyth be removed from his position as director, effective immediately and that any contracts enabling that appointment be terminated.  That Mr Peter Mark Smyth be retained in his position as Chief Executive of Cityview Corporation Limited.

Resolution 3.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That the company submit a current status position AND six (6) month forward STRATEGY PLAN FOR THE FOLLOWING CONCESSION AREAS:

Cachoeiras de Binga, Benguela, Zenza/Dondo, Benguela South West, Bentiabe, Longonjo (copper, gold, rare earth and diamonds), Catabola, Ucua, Chipindo, Nhefo ( alluvial and Kimberlitic) and Luachisse ( alluvial and Kimberlitic)

This document is to include details regarding legal status of each title, any expiry dates and conditions for renewal, money spent to date, summary of work done to date, issues preventing progress, milestone actions planned for the next 6 months and cash required for each milestone action.

This submission should be made available on the company website no later than 21 days after the passing of this resolution and its availability announced via the ASX.

Resolution 4.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That the company submit a forward STRATEGY PLAN for the period immediately after the six months detailed in resolution 3 and up to Bankable feasibility stage,  FOR THE FOLLOWING CONCESSION AREAS:

Cachoeiras de Binga , Benguela, Zenza/Dondo, Benguela South West, Bentiabe, Longonjo (copper, gold, rare earth and diamonds), Catabola, Ucua, Chipindo, Nhefo ( alluvial and Kimberlitic) and Luachisse ( alluvial and Kimberlitic).

This document is to include details confirming milestone actions planned up to and including bankable feasibility study and cash required for each milestone action.

This submission should be made available on the company website no later than 2 calendar months after the passing of this resolution and its availability announced via the ASX.

Resolution 5. 

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That no more Fortitude Mineral Shares are to be purchased, or acquired via any form of transaction, until such time as:

A.     A new independent valuation of Fortitude Minerals assets, which reflects current market conditions has been completed and accepted by the Board and:

B.  Fortitude Minerals has demonstrated that it has legal title to the concessions named in resolution 3. (Luachisse and Nhefo excepted)

Aurum exploration services or companies and personnel associated with Aurum exploration services, including Dr. Michael H. Smith, are not to be used for any audits or valuations requested in these resolutions.  Furthermore the Board must approve the selection of company and senior personnel that have been nominated by the CEO for such audits and valuations.

Additionally, Mr. Tony Caplin and any company or personnel associated with Mr. Caplin be excluded from providing such services.

Resolution 6.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That the company provide to shareholders full audited evidence of monies received from all Share Placements during the past 18 months, and that this detail and all detail requested in this resolution must be provided within 21 days of the date of this resolution being passed.
Details are to include as necessary, extracts of bank statements, receipts, cheque clearing details, dates, amounts in any combination such that it can be conclusively proven that moneys have actually been received.
The Company at the same time is to provide full audited details of how these monies have been spent or utilised.
 A document including these details is to be made available to shareholders by inspection at the company registered office and provided electronically to shareholders free of charge by email on request.  The company shall determine whether ASX listing rules require this to made available by ASX announcement and if so then provide the same document to the ASX as a company announcement.

Particular attention should be devoted to monies paid to Pensador. Furthermore, in the case of Pensador and Matanda, an explanation of available legal options for the recovery of monies paid is required.

 

Resolution 7. 

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That the company cause certified copies to be made of all documents relating to legal title of all mineral tenements it holds interests in either directly or indirectly through subsidiaries. 

That these copies be sent to, and held at the company’s registered office in Perth and that they be made available for inspection to shareholders free of charge at the office on request, or including costs if mailing is necessary.

Resolution 8.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That due to the extraordinary share dilution created by Cityview since the issue of Company Options on 4th December 2007 with an exercise price of 15c, the exercise price be reduced from 15c to 4c with the expiry date remaining unchanged at 30th Nov 2009.

Resolution 9. 

Election of Steven Patrick Coughlan and Susan Elizabeth Turner as Directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That Mr Steven Patrick Coughlan and Mrs Susan Elizabeth Turner, both being eligible, be elected as non-executive Directors.

Resolution 10. 

Election of Timothy Michael Jones as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That Mr Timothy Michael Jones, being eligible, be elected as a non-executive Director for a period of twelve months from the date of election.

Resolution 11. 

Election of Alan John Paxton as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That Mr Alan John Paxton, being eligible, be elected as a non-executive Director for a period of twelve months from the date of election.

Resolution 12.

Remuneration of newly elected Directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

(a) That each Director successfully elected by resolutions 9,10 and 11 be awarded a minimal remuneration package of $12000 per annum.

Special Resolution 13.

To consider and, if thought fit, to pass the following resolution as a special resolution:

That the constitution of the company be updated, with immediate effect, as follows:

that section 32.4 (a) which reads:

"(a) A board meeting may be convened using any technology consented to by all Directors.  The consent may be a standing one. A Director may withdraw consent to the use of a particular technology within a reasonable time period before a Board meeting.

be amended to read:

"(a) A board meeting may be convened using any technology consented to by all Directors.  The consent may be a standing one. A Director may withdraw consent to the use of a particular technology within a reasonable time period before a Board meeting.  That time being a period where each director could reasonably be expected to make arrangements to travel to location of the meeting.”

(end of resolutions)

 

We, as a collective, are obviously distressed by the recent actions of the CEO and see the need for immediate change.

Transparency has been missing, and many of the CEO’s actions have been of major concern to us all.

The full name and registered address of all holders calling this EGM, and entity the shares are held in is attached.

 


I/We the undersigned support the action to call an EGM of Cityview Corporation as per the details in Pages 1 to 5 above of Nov20th 2008.  I/We also request the attached Members Statement be distributed to all shareholders with the notice of meeting.

Individual or Joint holding:

Name(s)

Registered Address

 

 

Signature (of each joint holder)

Date

Shares held

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companies:

Company Name(s):

Registered Address

Name of Authorised Officeholder(s)

Officeholder(s) Position

Signature (of each authorised officeholder)

Date

Shares held

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust with Individual Trustees:

Trust Name

Registered Address

Name of Trustee

Address of Trustee

Signature (of each Trustee)

Date

Shares held

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust with Company Trustees:

Trust Name

Registered Address

Name of Trustee Company

Officeholder(s) position

Signature (of each authorised officeholder)

Date

Shares held

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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