Change - Announcement of Appointment::Appointment of Non-Independent Non-Executive Director

Issuer & Securities

Issuer/ Manager
ALITA RESOURCES LIMITED
Securities
ALITA RESOURCES LIMITED - AU0000031270 - 40F
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
20-Aug-2024 11:45:12
Status
New
Announcement Sub Title
Appointment of Non-Independent Non-Executive Director
Announcement Reference
SG240820OTHR64BF
Submitted By (Co./ Ind. Name)
Paul O'Farrell
Designation
Executive Director
Description (Please provide a detailed description of the event in the box below)
Appointment of Mr. Chris Ellison as Non-Independent Non-Executive Director


This announcement has been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Ms Foo Jien Jieng, 16 Collyer Quay, #10-00 Collyer Quay Centre, Singapore 049318, sponsorship@ppcf.com.sg.

Additional Details

Date Of Appointment
25/03/2024
Name Of Person
Christopher James Ellison
Age
67
Country Of Principal Residence
Australia
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Board, having reviewed the qualifications and experience of Mr. Ellison, approved the appointment of Mr. Ellison as a Non-Independent Non-Executive Director of Alita Resources Limited (the "Company" or "Alita").
Whether appointment is executive, and if so, the area of responsibility
Non-Executive
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Non-Independent Non-Executive Director
No Board committees have been established at this juncture.
Professional qualifications
Nil
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries
Mr. Ellison is the Managing Director, and a 11.5% shareholder of Mineral Resources Limited ("MinRes"). MinRes is listed on the Australian Securities Exchange. Lithium Resources Investments Pty Ltd ("LRI"), which is a wholly owned subsidiary of MinRes holds 9.9% of the shares in the Company. The Company has entered into agreements with MinRes in relation to, inter alia, the sale of the Company's subsidiaries and the Company's tax liabilities as set out below:

- In September 2023, the Company (whilst in liquidation) entered into a share sale agreement with LRI, a wholly owned subsidiary of MinRes, to purchase the shares in Tawana Resources Pty Ltd ("SSA"). That agreement contains provisions relating to the ongoing tax liabilities of the Company and its now former subsidiaries Tawana Resources Pty Ltd and Lithco No 2 Pty Ltd, which were acquired by MinRes in November 2023 for consideration of AU$173 million (AU$100 million in cash and AU$73.9 million in assuming the Company's secured debt).

- On 22 March 2024, the Company, the Australian Commissioner of Taxation and MinRes entered into a Deed of Debt Arrangement and Security in relation to Australian tax assessments relating to the Company, which provides for:

o the payment by MinRes of $63,124,973.10 (being 50% of the amount the subject of the tax assessment for the 2023 income tax year) to the ATO;

o the payment by the Company of $97.5 million into an escrow account pending the resolution of the amount payable by the Company in respect to the 2023 and 2024 income tax years; and

o MinRes to provide a parent company guarantee in favour of the ATO in relation to the payment of the tax liabilities of the Company for the 2019 - 2024 income tax years, with such guarantee capable of being called upon only after the monies held in the escrow account that are available to the Australian Commissioner of Taxation have first been applied towards the satisfaction of such tax liabilities.

- On 22 March 2024, the Company and MinRes entered into a deed of variation to the SSA, pursuant to which MinRes guaranteed the payment of the actual tax liability that relates to the affairs of the Company s former subsidiaries, Tawana Resources Pty Ltd and Lithco No 2 Pty Ltd for the period 2019-2024 income tax years.

- On 22 March 2024, the directors of the Company executed a Tax Process Deed with MinRes, which provided for MinRes to pay for the Company s costs with respect to determining the Company s tax liabilities for the 2019 - 2024 income tax years, and to pay the Company's minimum operating costs to the extent that the Company is unable to pay those costs to ensure that the Company remains solvent pending determination of the Company's tax liabilities for those income tax years.
Conflict of interests (including any competing business)
Mr. Ellison is the Managing Director and a substantial shareholder of MinRes, which is a mining service provider that operates, among others, a lithium mining business. Alita was also in the business of lithium mining prior to the sale of its subsidiaries to MinRes. Alita no longer holds any interest in any lithium mining assets. If in the future, Alita is to acquire an interest in any lithium mining assets, depending on the nature of the interest, there may be a potential conflict of interest to the extent that Mr. Ellison is the Managing Director and a substantial shareholder of a company that is in a business that may compete with Alita.
Working experience and occupation(s) during the past 10 years
Managing Director
Mineral Resources Limited
July 2006 - Present
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
Yes
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
Mr. Ellison is a 11.5% shareholder of MinRes, which holds 9.9% of the shares in Alita through its wholly owned subsidiary, LRI.
# These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8).
Past (for the last 5 years)
Please refer to the attached list of directorships.
Present
Please refer to the attached list of directorships.
(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?
No
(b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?
No
(c) Whether there is any unsatisfied judgment against him?
No
(d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?
No
(e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?
No
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?
No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust?
No
(h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
No
(i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?
No
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :-
(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
Yes
If Yes, Please provide full details
In mid-2018, the Australian Securities Investment Commission ("ASIC") commenced an investigation into MinRes in relation to a suspected disclosure of non-public information at an investor briefing, and its compliance with the continuous disclosure obligations under the ASX Listing Rules (e.g. LR 3.1). At the end of the investigation, ASIC decided that it would not take any enforcement action.
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
No
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
No
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
Yes
If Yes, Please provide full details
In mid-2018, ASIC commenced an investigation into MinRes in relation to a suspected disclosure of non-public information at an investor briefing, and its compliance with the continuous disclosure obligations under the ASX Listing Rules (e.g. LR 3.1). At the end of the investigation, ASIC decided that it would not take any enforcement action.
(k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
No
Any prior experience as a director of an issuer listed on the Exchange?
No
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange
Mr. Ellison intends to attend the prescribed training for First-time Directors on the board of companies listed on SGX-ST. However, given the on-going discussions with the ATO in relation to the taxation assessment post-lifting from the liquidation process, which is expected to last for a protracted period of time, Mr. Ellison will discuss the timing in relation to attendance of such training at an appropriate juncture with the Company and the Sponsor.
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable)
N/A

Attachments

Chris Ellison Directorships 310724.pdf
Total size =124K