Mosman Oil and Gas Limited (AIM: MSMN) the helium, hydrogen and hydrocarbon exploration, development and production company, confirms its AGM will be held at 12:00pm (AEDT) on 29 November 2024 at 24-26 Kent Street, Millers Point NSW 2000, Australia.
Mosman's Annual Report and Notice of Annual General Meeting (AGM) has been sent to shareholders and can be viewed and downloaded at www.mosmanoilandgas.com/investor-centre.
Ratification of Director Placement Participation
As well as the normal business conducted at the AGM, resolutions have been proposed to approve the director participation in the placing announced on 16 September 2024 ("Placing").
The Company previously indicated that two Directors (Messrs Carroll and Harvey) intended to support the Placing on the same terms as the Placing participants which would increase the size of the Placing by £15,000 to £1.5m if approved by shareholders (the "Directors Subscription").
Shareholder approval is required for Director participation in any capital raising in order for the Company to comply with its statutory obligations under the Corporations Act 2001 (Cth) in Australia.
Two resolutions are being put forward in the AGM in connection with this participation being:
Resolution 2 and 3 - Participation of Executive Director and CEO Andy Carroll and Non-Executive Chairman Mr Nigel Harvey to each subscribe for up to £7,500 (AU$14,700) alongside the Placing (up to 21,428,572 shares each).
Related Party Transaction
As Andy Carroll and Nigel Harvey are Directors of the Company, they are considered to be Related Parties of the Company as defined under the AIM Rules for Companies (the "AIM Rules") and the proposed Director Subscriptions set out above, are considered to be Related Party Transactions pursuant to Rule 13 of the AIM Rules.
Carl Dumbrell, being the Director independent from the Director Subscriptions, considers, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the proposed terms of the Director Subscriptions are fair and reasonable insofar as the Company's Shareholders are concerned.
Proposed Share option award
In addition to the above matter the Board is proposing a new award of share options to the Company's CEO, Andy Carroll with full details being set out in the notice of AGM and accompanying explanatory memorandum.
