First Class Metals #FCM – Issue of Equity-Professional Fees
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”) the UK metals exploration company focused on the discovery of economic metal deposits across its extensive Canadian – Northern Ontario land holding, announces that it has issued 2,742,250 ordinary shares of £0.001 par value (“Shares”) to a number of key service providers, in lieu of professional fees, totalling £70,111.
Application is being made for the 2,742,250 Shares to be admitted to the Official List and to trading on the Main Market of the London Stock Exchange which is expected to be on or around 24 October 2024. These Shares rank pari passu with the existing ordinary shares of the Company.
Total Voting Rights
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, including the issue of the Shares, the Company’s issued share capital consists of 100,819,240 Shares, each with one voting right. The Company does not hold any Shares in treasury. Therefore, the total number of voting rights in the Company is 100,819,240.
The above figure of 100,819,240 should be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of the Company under the Financial
Conduct Authority’s Disclosure Guidance and Transparency Rules.
For Further Information:
Engage with us by asking questions, watching video summaries, and seeing what other shareholders have to say. Navigate to our Interactive Investor hub here: Home | First Class Metals (firstclassmetalsplc.com)
For further information, please contact:
James Knowles, Executive Chair
Email: JamesK@Firstclassmetalsplc.com
Tel: 07488 362641
Marc J Sale, CEO
Email: MarcS@Firstclassmetalsplc.com
Tel: 07711 093532
Novum Securities Limited (Financial Adviser)
David Coffman / George Duxberry
Website: www.novumsecurities.com
Tel: (0)20 7399 9400
Axis Capital Markets (Broker)
Lewis Jones / Ben Tadd
Website: Axcap247.com
Tel: (0)203 026 0449
NOTES TO EDITORS
First Class Metals PLC – Background
First Class Metals listed on the LSE in July 2022 and is focused on metals exploration in Ontario, Canada which has a robust and thriving junior mineral exploration sector. In particular, the Hemlo ‘camp’ near Marathon, Ontario is a proven world class address for gold exploration, featuring the Hemlo gold deposit operated by Barrick Gold (>23M oz gold produced), with the past producing Geco and Winston Lake base metal deposits also situated in the region.
FCM currently holds 100% ownership of seven claim blocks covering over 180km² along a 150km strike of the Hemlo-Schreiber-Dayohessarah greenstone belt, exploring for gold, base metals, and rare earth element mineralization. In addition, FCM is carrying out a joint venture with Palladium One on the West Pickle Lake Property in the region, a drill-proven ultra-high-grade Ni-Cu project.
The flagship property North Hemlo had a high-definition low level magnetic Heli-borne survey flown in April 2022, this was followed with ground prospecting which ultimately defined the ‘Dead Otter Trend’ which is a discontinuous 4.5km gold anomalous trend with a 19.6g/t Au peak grab sample. This sampling being the highest known assay ever recorded on the North Limb of Hemlo.
In October 2022 FCM completed the option to purchase the historical high-grade past-producing Sunbeam gold mine near Atikokan, Ontario, ~15 km southeast of Agnico Eagle’s Hammond Reef gold deposit (3.3 Moz of open pit probable gold reserves).
FCM acquired the Zigzag Project near Armstrong, Ontario in March 2023. The property features Li-Ta-bearing pegmatites in the same belt as Green Technology Metals’ Seymour Lake Project, which contains a Mineral Resource estimate of 9.9 Mt @ 1.04% Li2O. Zigzag was drilled prior to Christmas 2023 and results have now been released.
The significant potential of the properties for precious, base and battery metals relates to ‘nearology’, since all properties lie in the same districts as known deposits (Hemlo, Hammond Reef, Seymour Lake), and either contain known showings, geochemical or geophysical anomalies, or favourable structures along strike from known showings (e.g. the Esa project, with an inferred Hemlo-style shear along strike from known gold occurrences).
Quoted Micro 21 October 2024
AQUIS STOCK EXCHANGE
ProBiotix Health (PBX) has sent out a circular for the requisitioned general meeting on 1 November. The meeting has been requisitioned by Seneca Partners and related investors that hold 5.46% in total. Seneca Partners is also an investor in AIM-quoted OptiBiotix Health (LON: OPTI), which is also unhappy with the current management, but a relationship agreement means that it could not requisition a general meeting. OptiBiotix Health and related individuals own 37.95% and will vote in favour of the resolutions. ProBiotix Health wants to block these shares from being voted. The first resolution is to remove the chief executive Steen Andersen and the second is to remove non-exec Frederik Bruhn-Petersen, whose firm recently subscribed for shares, a funding that OptiBiotix Health was unhappy about. Seneca Partners and OptiBiotix Health are also unhappy that the chief executive wanted to leave the Aquis Stock Exchange.
Marula Mining (MARU) is finalising negotiations to establish a new joint venture with a Chinese battery manufacturer and lithium offtake partner at the Blesburg lithium and tantalum mine. This would be for a lithium acid leaching processing plant, which could be commissioned by next summer. This will use spodumene from the mine and could produce 2,000 tonnes of high-grade lithium product each year. A subscription of £750,000, which comes through the issue of 15 million shares at 5p each via the AUO Commercial Brokerage LLC subscription agreement, will be used to fund the installation of an ore sorter at Blesburg and the costs of other projects. Gathoni Muchai Investments, where Marula Mining board member Jason Brewer is a director, bought 430,000 shares at 5.96p each.
At the end of the three months to September 2024, Arbuthnot Banking (ARBB) customer deposit balances were £3.8bn and customer loans £2.5bn. Funds under management and administration have grown 18% to more than £2bn in the nine months to September 2024. Arbuthnot Banking has completed its move to new offices in the City of London. Management is assessing the proposed new capital rules and deciding if strategy changes will be required. The Budget could also affect strategy.
Substrate Artificial Intelligence (SAI) intends to leave the Aquis Stock Exchange, although it will remain on the BME growth market in Spain. The cancellation of trading on Aquis will happen on 15 November.
Invinity Energy Systems (IES) is extending the expiry date of the 8.67 million options, exercisable at 175p/share, held by Gamesa Electric to 10 May 2025. Employee share options will be extended until 21 November 2029.
Mendell Helium (MDH) has agreed to sell its plant-based health and wellness business to Orsus Therapeutics, which will leave the seller with a 28% stake plus six million warrants in the buyer. This is conditional on shareholder approval. The Orsus Therapeutics shares may be distributed to Mendell Helium shareholders. Mendell Helium has an option to acquire Kansas-focused M3 Helium.
Inqo Investments (INQO) has made an investment in Empower Clean Cooking. Uganda-based Empower produces biomass pellets for cooking fuel.
Vehicle electrification technology developer Equipmake (EQIP) is supplying its zero emission drivetrain for use in Textron Safeaero 220 airside de-icing vehicles. There were successful trials earlier in the year.
Former Made Tech (MTEC) finance director Deborah Lovegrove has taken on the same role at All Things Considered (ATC).
AIM
Pulsar Helium Inc (PLSR) shares were already trading on TSX-V and the OTCQB Venture Market and the additional cash raised by coming to AIM on 18 October and raising £3.875m at 25p/share. This will fund further exploration in of the Topaz helium project in northern Minnesota, close to the Canadian border. So far, an appraisal well has been drilled and this confirmed the presence of helium. This will be drilled deeper. There were 1.47 million shares traded on the first day. Having opened on 29p the shares closed the day at 27.5p.
Mothercare (MTC) shares returned from suspension following the 2023-24 results publication and refinancing. There is a new £8m two-year loan facility from Gordon Brothers, which receives 43.4 million warrants exercisable at 8.5p/share. There is also a joint venture with Reliance Brands, which will acquire 51% for £16m, covering the Indian sub-continent. In the year to March 2024, underlying pre-tax profit dipped from £3.4m to £3.1m. Overall revenues continue to decline, and Cavendish expects a small loss this year.
Joshua Alliance is offering 40p/share in cash for each share in N Brown Group (BWNG). The share price has not been this high since February 2023. The Alliance family and related parties already own 53.4% of N Brown. The bid values the fashion brands company at £191m. The chief executive and finance director of N Brown will elect for a share alternative.
Motor dealer Vertu Motors (VTU) had a strong September sales period, and it continues to outperform the sector, particularly in electric vehicle sales. Strong aftersales business and a stabilised second hand car market means that the outlook is positive. In the six months to August 2024, revenues were 3% ahead at £2.49bn. Full year revenues are expected to be flat and pre-tax profit slightly higher at £38m. NAV of 112.8p/share is forecast. A further £3m share buy back is planned.
Weak interior design markets, particularly in the UK, hit interim the figures of Sanderson Design Group (SDG). The timing of licensing revenues exacerbated the downturn in underlying pre-tax profit from £6.8m to £2.2m. The dividend has been reduced by one-third to 0.5p/share. Net cash fell to £9.6m at the end of July 2024.Trading continues to weaken with a 10% downturn in revenues so far in this financial year. The aftermath of the UK Budget and the US election could determine the full year outcome. Investec has reduced its pre-tax profit forecast by 8% to £7.5m, down from £12.2m last year.
Digital mental health services provider Kooth (KOO) says the State of Pennsylvania has terminated its contract with the AIM company. The contract started on 11 October 2022 and the end date was extended from June 2024 to June 2025. However, there is a right to terminate with a 30-day notice period. Kooth says that it was negotiating a new contract, and it is unsure what the status of ongoing work will be. When it was announced, the contract was said to be worth $3m in its pilot year.
Approval for further development of the Wressle field in Lincolnshire has been revoked, because of a legal challenge that greenhouse gas emissions were not taken into account in the original decision. Union Jack Oil (UJO) has a 40% interest in the Wressle development and Europa Oil & Gas (EOG) owns 30%. A revised application for Wressle can be made with additional data on emissions. The existing production continues.
Executive search company Norman Broadbent (NBB) says third quarter revenues are 16% lower than last year at £2.7m. Even so, it was the strongest quarter of the year. September was particularly strong.
CloudCoCo (CLCO) is selling its managed IT services business for £9.2m. This will discharge liabilities, including the MXC loan notes, and leave cash of £950,000. If the sale does not go ahead management will need to consider if there is a future for the group. There are also discussions concerning the sale of the Connect business. The focus will be on the product reseller business.
Decision making software provider ActiveOps (AOM) grew first half revenues by 9% to £14.3m. Annualised recurring revenues are £26.2m. Net revenue retention is 1085. There is cash of £13.4m. Demand is being driven by organisations needing to reduce the cost base. Investment in sales will pay off next year.
Iodine supplier Iofina (IOF) is on course to meet iodine production guidance for this year. There was 163.9 metric tonnes produced in the third quarter. Iodine prices have been higher than in the first half when they were $66.84/kg.
Armadale Capital (ACP) proposes a cancellation of the AIM quotation because it believes that being public does not benefit the company because of the costs. Armadale Capital needs to reduce the cash burn and sell non-core assets. The resources company can be more flexible as a private company. A general meeting will be held on 1 November.
Emmerson (EML) says that the regional authority in Morocco have made an unfavourable environmental recommendation relating to the Khemisset potash project. The full decision is not yet available. Emmerson had previously appealed against the regional authority’s decision not to approve the project under environmental grounds.
MAIN MARKET
Online travel hostel agency Hostelworld (HSW) has moved into a net cash position and trading is in line with expectations even though there has been a small fall in revenues in the nine months to September 2024 due to lower average booking values. Direct marketing costs are down from 51% of revenues to 46%, while operating costs are also lower. Four-fifths of bookings are from social media. Capital allocation policy is being assessed.
Kitchenware retailer ProCook Group (PROC) says second quarter trading shows it is outperforming the market. Interim revenues are 8% ahead at £28.3m with like-for-like revenues 4% higher. The fastest growth is in ecommerce, helped by the relaunch on Amazon, but retail is also recovering. Higher inventory levels meant that net debt has moved up to £4.2m.
Property investor Town Centre Securities (TOWN) is no longer a REIT. That means that there is more flexibility for the business. EPRA net tangible assets slipped 2.5% to 277p/share at the end of June 2024. The loan to value ratio is 50.8%. The final dividend is 2.5p/share.
The space sector is attracting more investment and Seraphim Space Investment Trust (SSIT) will benefit. In the year to June 2024, the NAV improved from 92.9p/share to 96.2p/share, helped by share buy backs. Many of the investment portfolio are reaching maturity and Astroscale has floated on the Tokyo Stock Exchange.
Shell company Dukemount Capital (DKE) has raised £98,500 from a share issue at 0.025p/share and £51,500 from convertible loan notes with the same conversion price. Loans were previously converted into shares and £300,000 was raised earlier in the year at 0.04p/share. Th outstanding warrants are being repriced to 0.0375p. Richard Edwards has joined the board, and he owns one-quarter of the company.
Andrew Hore
#KDNC Cadence Minerals – RESULTS OF AGM
Cadence Minerals (AIM/AQX: KDNC; OTC: KDNCY) is pleased to announce that at the Annual General Meeting of the Company held today, all resolutions put to shareholders were duly passed.
The voting results for each of the resolutions tabled are below:
|
For |
Against |
|||
|
Votes |
% of votes cast |
Votes |
% of votes cast |
|
|
1. – Receiving and Considering the Accounts |
44,718,287 |
97.08% |
1,347,019 |
2.92% |
|
2. Reappointment of Director |
42,586,458 |
91.36% |
4,012,121 |
8.61% |
|
3. Reappointment of Auditors |
44,023,841 |
96.67% |
1,515,862 |
3.33% |
|
4. Directors’ authority to allot shares |
40,957,363 |
87.16% |
6,032,049 |
12.84% |
|
5.Disapplication of pre-emption rights |
39,362,730 |
84.31% |
7,328,029 |
15.69% |
|
Cadence Minerals plc |
+44 (0) 20 3582 6636 |
|
Andrew Suckling |
|
|
Kiran Morzaria |
|
|
Zeus Capital Limited (NOMAD & Broker) |
+44 (0) 20 3829 5000 |
|
James Joyce |
|
|
Darshan Patel Isaac Hooper |
|
|
Fortified Securities – Joint Broker |
+44 (0) 20 3411 7773 |
|
Guy Wheatley |
|
|
Brand Communications |
+44 (0) 7976 431608 |
|
Public & Investor Relations |
|
|
Alan Green |
Qualified Person
Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.
#GRX GreenX Metals LTD – Notice of AGM
GreenX Metals Limited (GreenX or the Company) advises that its Annual General Meeting (Meeting) will be held on Wednesday, 22 November 2024 at 2:00pm (AWST) at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia 6000.
In accordance with 110D of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting (unless a shareholder has elected to receive documents in hard copy in accordance with the timeframe specified in section 110E(8) of the Corporations Act 2001 (Cth)).
A copy of the Notice of Meeting can be viewed and downloaded online as follows:
|
· |
the Company’s website: https://greenxmetals.com/investors/announcements/. |
|
· |
the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “GRX”; or |
|
· |
if you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting. |
The Company intends to hold a physical meeting. The Company will notify shareholders of any changes to this by way of an announcement and the details will also be made available on our website.
The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your stock broker, investment advisor, accountant, solicitor or other professional adviser.
You may also, prior to the Meeting, obtain a paper copy of the Notice of Meeting (free of charge) by contacting the Company Secretary on +61 8 9322 6322 or by sending an email to info@greenxmetals.com.
Holders of Depositary Interests should complete and sign a separate Form of Instruction and return it by the time and in accordance with the instructions set out in the Form of Instruction. Holders on the Warsaw Stock Exchange should contact their brokers to submit their vote for the Meeting. Holders of Depositary Interests and holders on the Warsaw Stock Exchange will not be eligible to vote in person at the Meeting.
How do I update my communications preferences?
Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your communication preferences with Computershare at https://www-au.computershare.com/Investor/#Home or contact your broker.
ISSUE OF SHARES
GreenX Metals Limited (GreenX or the Company) has today issued 382,636 ordinary fully paid shares (of no par value) (Shares) following completion of the amended option agreement for the Eleonore North gold project in Greenland (refer to company announcement dated 15 July 2024 for further details).
An application will be made for admission of the Shares to the standard listing segment of the Official List of the FCA (Official List) and to trading on the main market of the London Stock Exchange for listed securities (LSE Admission). LSE Admission is expected to take place on or around 25 October 2024.
For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (DTRs), following LSE Admission, the Company’s issued ordinary share capital will be 279,883,668 ordinary shares. The above figure of 279,883,668 may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company following LSE Admission.
Following the issue of Shares, GreenX has the following securities on issue:
|
· |
279,883,668 ordinary fully paid shares; |
|
· |
4,775,000 unlisted options exercisable at A$0.45 each on or before 30 November 2025; |
|
· |
5,525,000 unlisted options exercisable at A$0.55 each on or before 30 November 2026; and |
|
· |
11,00,000 performance rights that have an expiry date of 8 October 2026. |
Enquiries:
|
GreenX Metals Limited |
Tel: +61 8 9322 6322 |
|
Dylan Browne, Company Secretary |
Email: info@greenxmetals.com |
Cadence Minerals #KDNC – Corporate Update – EverGreen Targets Lithium and Gold Mineralisation at Bynoe
Cadence Minerals (AIM: KDNC) is pleased to announce the progress of the exploration of ASX-listed Evergreen Lithium Limited (“EverGreen”) (ASX: EG1) assets in Australia. Cadence is an 8.74% shareholder in EverGreen. Link here to view the full Evergreen ASX announcement
Highlights:
• The second phase of near-surface drilling has commenced at Bynoe, targeting two LCT pegmatite high-potential zones and an area of gold-arsenic anomalism
• Mapping has identified prospective areas to undertake air-core drilling targeting LCT pegmatites in the west and north-west of the lease
• Arsenic anomalism in soil sampling results, in association with geological mapping, has highlighted an extensive zone with the potential for gold mineralisation
• Further favourable results will pave the way for follow-up work programs, including additional air-core drilling and RC drilling
EverGreen announced the progress from its latest exploration activities at its prospective Bynoe Project, 50km south of Darwin and directly east of Core Lithium’s Finniss Mine in Australia’s Northern Territory.
On Saturday, 28 September, EverGreen commenced air-core drilling targeting three new areas: two prospective lithium-caesium-mantalum (LCT) pegmatites and an orogenic gold target.
Evergreen Exploration Manager Andrew Harwood commented: “Our team is excited to be in the field drilling again. The Bynoe property is huge and unexplored, with multiple gold and lithium targets. The potential for a new discovery is significant and demonstrated by the multiple lithium pegmatite resources discovered within a 5km radius on adjacent properties in the last 5 years. We believe evidence of gold mineralisation complements EverGreen’s lithium exploration activities and augments the Company’s value by becoming a multi-commodity project.”
EverGreen has previously intersected shallow pegmatites east of Lithium Plus’ Perseverance and Jewellers advanced prospects. The prospects currently being tested at EverGreen’s Bynoe Project are in a similar geological setting to Core Lithium’s Grants mine.
The current drilling program utilises air-core and auger drilling techniques to test for LCT pegmatites and gold mineralisation at shallow levels. This exploration phase is the first time EverGreen has targeted gold mineralisation at Bynoe. The gold targets are interpreted extensions of the nuggety gold associated with quartz veins discovered at Core Lithium’s Far East prospect, less than 50m from the tenure boundary (see Core Lithium Limited 17 Feb 2021 press release (ASX: CXO)). CXO’s prospects of Windswept, Hurricane and Far East (SSW to NNE) are interpreted to trend NNE into EverGreen’s Bynoe project (EL31774).
Figure 1: Bynoe Project, showing areas of intense activities
EverGreen’s geological team believes these gold occurrences are associated with the Pine Creek Orogen. The Pine Creek Orogen has a 150-year history of gold mining, with more than 4 million ounces of gold produced. Most deposits are orogenic gold deposits in the Palaeoproterozoic Cosmo Supergroup, with gold commonly hosted in quartz veins, lodes, sheeted veins, stockworks, and saddle reefs and occasionally hosted within iron-rich sediments. Gold in this orogen also occurs with zinc and silver associated with volcanic-associated massive sulphide deposits.
|
For further information contact:
|
|
|
Cadence Minerals plc |
+44 (0) 20 3582 6636 |
|
Andrew Suckling |
|
|
Kiran Morzaria |
|
|
Zeus Capital Limited (NOMAD & Broker) |
+44 (0) 20 3829 5000 |
|
James Joyce |
|
|
Darshan Patel Isaac Hooper |
|
|
Fortified Securities – Joint Broker |
+44 (0) 20 3411 7773 |
|
Guy Wheatley |
|
|
Brand Communications |
+44 (0) 7976 431608 |
|
Public & Investor Relations |
|
|
Alan Green |
Qualified Person
Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.
Cautionary and Forward-Looking Statements
Certain statements in this announcement are or may be deemed to be forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as “believe”, “could”, “should”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will”, or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the company’s future growth results of operations performance, future capital, and other expenditures (including the amount, nature, and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes actions by governmental authorities, the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The company cannot assure investors that actual results will be consistent with such forward-looking statements.
The information contained within this announcement is deemed by the company to constitute Inside Information as stipulated under the Market Abuse Regulation (E.U.) No. 596/2014, as it forms part of U.K. domestic law under the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a regulatory information service, this information is considered to be in the public domain.
#GRX GreenX Metals LTD – Quarterly Activities Report September 2024
GreenX Metals Limited (ASX:GRX, LSE:GRX) (GreenX or the Company) is pleased to present its Quarterly Activities Report for the period during and subsequent to 30 September 2024.
HIGHLIGHTS
· Arbitration Award
o Subsequent to the quarter end, GreenX was awarded A$490 million in compensation and interest from the successful outcome of the international arbitration claims against the Republic of Poland under both the Australia-Poland Bilateral Investment Treaty (BIT) and the Energy Charter Treaty (ECT).
o Upon satisfaction of the award, it is GreenX’s intention to return the majority of the available cash to shareholders in a timely fashion, after payment of funding and claim related costs of the arbitration and applicable taxes (if any)
· Tannenberg Copper Project
o In August 2024, GreenX entered into a earn-in agreement to earn up to 90% in the Tannenberg Copper Project (Tannenberg) which is a highly prospective sediment-hosted (Kupferschiefer type) copper deposit in Germany.
o The Tannenberg exploration licence covers 272 km2 in the State of Hesse in central Germany, encompassing the historical “Richelsdorf” copper – silver mines.
· Eleonore North Gold Project
o In July 2024, GreenX entered into a revised agreement to acquire 100% of the Eleonore North Gold Project (Eleonore North) located in eastern Greenland.
o Eleonore North has the potential to host a “reduced intrusion-related gold system” (RIRGS) analogous to large bulk-tonnage deposit types found in Canada.
Commenting on the outcome of the Claim, GreenX CEO Mr Ben Stoikovich said “Having received the Tribunal’s decision, management is now focused on satisfaction of the award and maximising the return of capital by GreenX to its shareholders.
The award of A$490 million will continue to accrue interest at approximately 6% per annum based on today’s rates (Sterling Over-Night Interest rate (SONIA) plus 1%) until full and final satisfaction of the award by Poland.
Looking ahead, we view GreenX’s future with great optimism and in conjunction with maximising the return of capital to GreenX shareholders, we remain dedicated to advancing our copper and gold projects in Germany and Greenland. We will continue to update the market regarding the award and legal proceedings in line with the Company’s continuous disclosure requirements.“
SUCCESSFUL ARBITRATION OUTCOME IN DISPUTE WITH POLISH GOVERNMENT
Subsequent to the quarter, GreenX reported a successful outcome of the international arbitration claims (Claim) against Republic of Poland (Poland or Respondent) under both the BIT and the ECT (together the Treaties).
The Company has been awarded:
· approximately £252m (A$490m / PLN1.3bn) in compensation by the Tribunal under the BIT (BIT Award) which includes interest compounded at SONIA plus one percentage point (+1%) compounded annually from 31 December 2019 to the date of the award (7 October 2024). Interest will continue to accrue at SONIA +1% compounded annually until full and final payment by the Respondent.
· approximately £183m (A$355m / PLN 941m) in compensation by the Tribunal under the ECT (ECT Award), which includes interest compounded at the SONIA overnight rate +1% compounded annually from 31 December 2019. Interest will continue to accrue at SONIA +1% compounded annually until full and final payment by the Respondent.
· Both Awards are subject to any payments made by the Respondent to the Claimant in the other arbitration such that the Claimant is not entitled to double compensation i.e., any amount paid by Poland in one arbitration (i.e., ECT) is set off against Poland’s liability in the other arbitration (i.e., BIT).
The compensation is denominated in British pound sterling. No hedging is in place for the compensation and accordingly is subject to fluctuations in foreign currency.
Each party has been ordered to cover its own legal fees, expenses and arbitration costs in relation to the Claim, which in respect of GreenX are costs that have already been fully paid under the Litigation Funding Agreement (LFA) with specialist arbitration funder LCM Funding UK Limited (a subsidiary of Litigation Capital Management Ltd) (LCM).
The Tribunal has unanimously held that Poland had breached its obligations under the Treaties in relation to the Jan Karski project, entitling GreenX to compensation. In respect of the Dębieńsko project, the Tribunal did not uphold the Claim under the Treaties.
All of GreenX’s costs associated with the arbitration were funded on a limited basis from LCM. To date, GreenX has drawn down US$11.2 million (A$16.2 million at 30 September 2024) (Outstanding Funding) from the LFA. In accordance with the terms of the LFA, once the compensation is received, LCM is entitled to be paid the Outstanding Funding, a multiple of five times the Outstanding Funding (based on the period since entering into the LFA) and from 1 January 2025, interest on the Outstanding Funding at a rate of 30% per annum, compounding monthly.
Net of the payments to LCM, GreenX will pay 6% of the balance to key management directly involved in the case (as previously approved by shareholders on 20 January 2021) and 3% to key legal advisers who assisted with the case on a reduced and fixed fee.
Upon satisfaction of the award, it is GreenX’s intention to return the majority of the available cash to shareholders in a timely fashion, after payment of the above costs of the arbitration and applicable taxes (if any).
The Claim was brought under the United Nations Commission on International Trade Law Rules (UNCITRAL) and the Awards are final and binding on the parties. The UNCITRAL Rules do not provide for an appeal procedure i.e., grant no explicit authority to a panel to reconsider its award. Under the UNCITRAL Rules, either party may, within 30 days of receiving an award, ask the Tribunal to correct any computational, clerical or typographical errors in the award, issue an interpretation of the award or render an additional award on any claims omitted from the final award. These procedures do not allow either party to request that the Tribunal reconsider the merits of its decision.
If a party believes that an award ought to be “set-aside” or “annulled”, then that party must apply for relief from a court where the arbitration was seated, which would be the national courts of England and Wales for the BIT claim and Singapore for the ECT claim. Poland has 28 days from the date of the BIT Award and three months from receiving the ECT Award to apply for set aside of the respective Awards, which can only be set aside under limited circumstances. These time limits may be extended if there is an application for correction or, in the case of the BIT claim, with the permission of the English courts. It is important to note that a “set-aside” motion is different from a general “appeal” since a set-aside motion can in general only relate to a lack of jurisdiction on the part of the Tribunal or procedural unfairness, unlike an appeal, where the actual merits of a case might be revisited by a court. In summary, Poland cannot initiate any post award proceedings to re-examine the Tribunal’s decision on the merits of the case. The threshold to succeed on a “set-aside” motion in either the Singapore or English domestic courts is high, with courts in both jurisdictions rejecting set-aside applications in the vast majority of cases.
TANNENBERG COPPER PROJECT
During the quarter, the Company announced that it has entered into an earn-in agreement (Tannenberg Agreement) through which GreenX can earn a 90% interest in Group 11 Exploration GmbH, a private German company which holds the Tannenberg project.
· Tannenberg is a highly prospective sediment-hosted (Kupferschiefer type) copper deposit.
· Kupferschiefer style deposits are a well-known and prolific subtype of sediment-hosted copper deposit that:
o are the second most prevalent source of copper production and reserves in the world; and
o have been historically mined in Germany and are still mined in Poland where KGHM produced 592 kt of electrolytic copper in 2023
· The Tannenberg exploration licence covers 272 km2 in the State of Hesse in central Germany, encompassing the historical “Richelsdorf” copper – silver mines.
· Prior to closure in the 1950’s, the Richelsdorf mines produced 416,500 t of copper and 33.7 Moz of silver from Kupferschiefer type deposits. These historic mines consisted of shallow underground workings originally accessed from surface outcrops.
· Tannenberg also contains multiple drill intercepts over the high priority 14 km-long Richelsdorf Dome target, including:
o 2.1 m at 2.7% Cu and 48g/t Ag from 365.48 m; 1.5 m at 3.7% Cu and 33 g/t Ag from 209.50 m; 2.5 m at 1.8% Cu and 19 g/t Ag from 339.5 m in the southwest of the license area.
o 2.0 m at 1.6% Cu and 19 g/t Ag from 268 m in the north-east of the license area.
Figure 1: Tannenberg is located in the industrial centre of Europe
· Excellent potential for new discoveries of shallow (50 m to 500 m), large scale and high grade Kupferschiefer style copper and silver mineralisation, with much of licence area remaining untested by modern exploration whereby thicker sections of footwall/ hanging wall mineralisation will be targeted.
· Modern understanding of Kupferschiefer mineralisation from prolific mining in Poland places new emphasis on hanging wall and footwall mineralisation, structural controls and metal zonation.
· In Polish Kupferschiefer mines, mineralisation typically forms within the Kupferschiefer shale and in strata up to 60 m below and 30 m above the shale. E.g., KGHM’s Rudna Mine in Poland, where footwall sandstone hosts 80% of the total copper resource, hanging wall limestone hosts 15%, and Kupferschiefer shale hosts only 5%.
Historical drilling and mine workings confirm the widespread presence of the crucial Kupferschiefer sequence within the Tannenberg project. The sedimentary sequence forms a broad dome that outcrops near the centre of the licence area and extends down to approximately 500 m at the periphery. Regional and small-scale faults cut the licence area with the dominant orientation trending northwest-southeast, perpendicular to the Variscan Orogen. Zones of copper enrichment within the licence area correspond to fault intersections. Structure is a key targeting consideration at Tannenberg.
Figure 2: The Kupferschiefer is gently folded to form the Richelsdorf Dome that extends from surface down to 500 m depth within the licence area. Historical mining around Richelsdorf exploited mineralisation near the surface. Historical drilling intercepted mineralised Kupferschiefer down to 436 m. Much of the Kupferschiefer between 50 to 500 m remains untested
Future work programs at Tannenberg will aid drill targeting. Initially, an in-country search for additional historical drilling and mining records will be undertaken. Geophysical methods such as seismic and magnetic surveys will be evaluated for their effectiveness in delineating subsurface structures at the high-priority Richelsdorf Dome target. Historical drill assays will be used to identify metal zonation patterns useful for exploration targeting.
The area of primary interest covers 14 km-long stretch of the Richelsdorf Dome where Kupferschiefer strata outcrop at surface in the centre and extend down to approximately 500 m at the periphery. GreenX will fund a work program up to €500,000 to satisfy requirements for the grant of an extension of the exploration license at Tannenberg.
eleonore north gold project
In July 2024, following renegotiation with Greenfields Exploration Pty Ltd (Greenfields), GreenX entered into a revised agreement to acquire 100% of Eleonore North project in eastern Greenland.
These revised terms provide GreenX with the opportunity to retain the Eleonore North and to conduct further exploration work before making a decision to continue with the Project by 31 December 2025. Subsequent to the end of the quarter, the exploration licences for Eleonore North were successfully transferred to GreenX.
The Eleonore North gold project comprises of two exploration licences covering an area of 1,221 km2 in an arid part of north-eastern Greenland, approximately 1,000 km south of the Company’s Arctic Rift Copper project (ARC)(Figure 3).
The two exploration licences are located on Ymer Island in the south and the Strindberg Land peninsula in the north (Figure 4). The 300 m deep fjords in this area are around 6 km wide, sailed annually by large container ships, and aircraft frequent the area. The Company had identified no significant environmental, archaeological, or social challenges in the area.
|
|
|
|
Figure 3: Map of Greenland showing GreenX’s ARC and Eleonore North license areas |
Figure 4: Map showing prospects and geological features within the Eleonore North license areas |
During the quarter and following renegotiation with Greenfields, GreenX has acquired a 100% interest in Eleonore North through a revised option agreement. Having spent the required amount on an agreed work exploration program for the project, GreenX will now conduct further exploration work on Eleonore North before making a decision to continue with the project by 31 December 2025.
GreenX is again collaborating with the Geological Survey of Denmark and Greenland (GEUS). For the last two years, GEUS has conducted fieldwork in the region surrounding and within the Eleonore North licence. GEUS has a multi-year project working to update the geological maps to a higher level of detail. This work is primarily being done with traditional field mapping, sample collection, and helicopter-based photography.
Based on previous discussions with GEUS, there is the possibility to commission GEUS to fast-track production of an updated geological map at Eleonore North based on helicopter photography collected in 2023. Samples collected by GEUS are also available in Copenhagen for inspection and analysis. These samples may provide a new regional perspective on the gold systems present in northeastern Greenland.
Figure 5: Map showing regional historical samples collected by GUES as publicly available from GUES, a subset of which are available for inspection.
ARCTIC RIFT COPPER PROJECT
The ARC project is an exploration joint venture between GreenX and Greenfields. GreenX can earn-in up to 80% in ARC with the Company owning a 51% interest in the project. The project is targeting large scale copper in multiple settings across a 5,774 km2 Special Exploration Licence in eastern North Greenland. The area has been historically underexplored yet is prospective for copper, forming part of the newly identified Kiffaanngissuseq metallogenic province.
The results of work program announced last year have demonstrated the high-grade nature of the known copper sulphide mineralisation and wider copper mineralization in fault hosted Black Earth zones and adjacent sandstone units. The exact position of a native copper fissure at the Neergaard Dal prospect was also identified.
The Company is in the process of analysing further remote-sensing options for ARC, which would be used to supplement current understanding of the known copper sulphide mineralisation and refine plans for the next exploration program.
CORPORATE
At 30 September 2024, GreenX had a cash balance of A$6 million allowing further exploration to be conducted at the Company’s projects and to prepare for enforcement activities in relation to the Claim award.
ENQUIRIES
|
Ben Stoikovich +44 207 478 3900
|
Sapan Ghai +44 207 478 3900
|
-ENDS-
Forward Looking Statements
This release may include forward-looking statements. These forward-looking statements are based on GreenX’s expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of GreenX, which could cause actual results to differ materially from such statements. GreenX makes no undertaking to subsequently update or revise the forward-looking statements made in this release, to reflect the circumstances or events after the date of that release.
Competent Persons Statement
The information in this report that relates to exploration results were extracted from the ASX announcements dated 15 July 2024 and 2 August 2024 which are available to view at www.greenxmetals.com.
GreenX confirms that (a) it is not aware of any new information or data that materially affects the information included in the original announcement; (b) all material assumptions and technical parameters underpinning the content in the relevant announcement continue to apply and have not materially changed; and (c) the form and context in which the Competent Person’s findings are presented have not been materially modified from the original announcement
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (‘MAR’). Upon the publication of this announcement via Regulatory Information Service (‘RIS’), this inside information is now considered to be in the public domain..
APPENDIX 1: TENEMENT INFORMATION
As at 30 September 2024, the Company has an interest in the following tenements:
|
Location |
Tenement |
Percentage |
Status |
Tenement Type |
|
Germany |
Tannenberg |
-1 |
Granted |
Exploration Licence |
|
Greenland |
Arctic Rift Copper project (Licence No. 2021-07 MEL-S) |
512 |
Granted |
Exploration Licence |
|
Greenland |
Eleonore North gold project |
1003 |
Granted |
Exploration Licence |
|
Jan Karski, Poland |
Jan Karski Mine Plan Area (K-4-5, K6-7, K-8 and K-9)4 |
–4 |
In dispute – award made in favour of GreenX4 |
Exclusive Right to apply for a mining concession4 |
|
Debiensko, Poland |
Debiensko 1 |
–4 |
In dispute – award made in favour of GreenX4 |
Mining4 |
Notes:
1 In August 2024, the Company announced that it had entered into the Tanneberg Agreement through which GreenX can earn a 90% interest in the project. As at the date of this report, the Company held no beneficial interest in Tannenberg, other than through the Tannenberg Agreement.
2 In October 2021, the Company announced that it had entered into an earn-in agreement with Greenfields to acquire an interest of up to 80% in ARC. Having met the spend requirement, the Company has been issued with its initial 51% interest in ARC.
3 In July 2024, the Company announced that it had entered into a revised option agreement with Greenfields to acquire 100% of the Eleonore North project. Subsequent to the end of the quarter the transfer of the exploration licences for Eleonore North was completed.
4 GreenX formally commenced international arbitration Claim against the Republic of Poland under both the ECT and the BIT in 2021. Subsequent to the end of the quarter, GreenX reported a successful outcome of the Claim against Poland under both the BIT and the ECT. Refer to further discussion of the Claim above.
Appendix 2: Related Party Payments
During the quarter ended 30 September 2024, the Company made payments of A$220,000 to related parties and their associates. These payments relate to existing remuneration arrangements (director fees, consulting fees and superannuation of A$142,000 and the provision of a serviced office and company secretarial and administration services of A$78,000).
Appendix 3: Exploration and Mining Expenditure
During the quarter ended 30 September 2024, the Company made the following payments in relation to exploration activities:
|
Activity |
A$000 |
|
Germany (Tannenberg) |
|
|
Permitting related costs |
7 |
|
Monitoring and assays |
2 |
|
Personnel costs |
3 |
|
Sub-total |
12 |
|
|
|
|
Greenland (Eleonore North and ARC) |
|
|
Project Management |
65 |
|
Personnel costs |
28 |
|
Other (field supplies, satellite imagery, etc) |
12 |
|
Sub-total |
106 |
|
Total as reported in the Appendix 5B (item 1.2(a) and 2.1(d)) |
118 |
There were no mining or production activities and expenses incurred during the quarter ended 30 September 2024.
Appendix 5B
Mining exploration entity or oil and gas exploration entity
quarterly cash flow report
|
Name of entity |
||
|
GreenX Metals Limited |
||
|
ABN |
Quarter ended (“current quarter”) |
|
|
23 008 677 852 |
30 September 2024 |
|
|
Consolidated statement of cash flows |
Current quarter |
Year to date |
|
|
1. |
Cash flows from operating activities |
– |
– |
|
1.1 |
Receipts from customers |
||
|
1.2 |
Payments for |
(106) |
(106) |
|
(a) exploration & evaluation |
|||
|
(b) development |
– |
– |
|
| (c) production |
– |
– |
|
|
(d) staff costs |
(364) |
(364) |
|
|
(e) administration and corporate costs |
(327) |
(327) |
|
|
1.3 |
Dividends received (see note 3) |
– |
– |
|
1.4 |
Interest received |
76 |
76 |
|
1.5 |
Interest and other costs of finance paid |
– |
– |
|
1.6 |
Income taxes paid |
– |
– |
|
1.7 |
Government grants and tax incentives |
– |
– |
|
1.8 |
Other (provide details if material) (a) Business Development (b) Arbitration related expenses (c) Occupancy |
(190) (1) (227) |
(190) (1) (227) |
|
1.9 |
Net cash from / (used in) operating activities |
(1,139) |
(1,139) |
|
2. |
Cash flows from investing activities |
– |
– |
|
2.1 |
Payments to acquire or for: |
||
|
(a) Entities |
|||
|
(b) Tenements |
– |
– |
|
|
(c) property, plant and equipment |
– |
– |
|
|
(d) exploration & evaluation |
(12) |
(12) |
|
|
(e) investments |
– |
– |
|
|
(f) other non-current assets |
– |
– |
|
|
2.2 |
Proceeds from the disposal of: |
– |
– |
|
(a) entities |
|||
|
(b) tenements |
– |
– |
|
|
(c) property, plant and equipment |
– |
– |
|
|
(d) investments |
– |
– |
|
|
(e) other non-current assets |
– |
– |
|
|
2.3 |
Cash flows from loans to other entities |
– |
– |
|
2.4 |
Dividends received (see note 3) |
– |
– |
|
2.5 |
Other (provide details if material) |
– |
– |
|
2.6 |
Net cash from / (used in) investing activities |
(12) |
(12) |
|
3. |
Cash flows from financing activities |
– |
– |
|
3.1 |
Proceeds from issues of equity securities (excluding convertible debt securities) |
||
|
3.2 |
Proceeds from issue of convertible debt securities |
– |
– |
|
3.3 |
Proceeds from exercise of options |
– |
– |
|
3.4 |
Transaction costs related to issues of equity securities or convertible debt securities |
(77) |
(77) |
|
3.5 |
Proceeds from borrowings |
– |
– |
|
3.6 |
Repayment of borrowings |
– |
– |
|
3.7 |
Transaction costs related to loans and borrowings |
– |
– |
|
3.8 |
Dividends paid |
– |
– |
|
3.9 |
Other (provide details if material) |
– |
– |
|
3.10 |
Net cash from / (used in) financing activities |
(77) |
(77) |
|
4. |
Net increase / (decrease) in cash and cash equivalents for the period |
||
|
4.1 |
Cash and cash equivalents at beginning of period |
7,163 |
7,163 |
|
4.2 |
Net cash from / (used in) operating activities (item 1.9 above) |
(1,139) |
(1,139) |
|
4.3 |
Net cash from / (used in) investing activities (item 2.6 above) |
(12) |
(12) |
|
4.4 |
Net cash from / (used in) financing activities (item 3.10 above) |
(77) |
(77) |
|
4.5 |
Effect of movement in exchange rates on cash held |
(2) |
(2) |
|
4.6 |
Cash and cash equivalents at end of period |
5,933 |
5,933 |
|
5. |
Reconciliation of cash and cash equivalents |
Current quarter |
Previous quarter |
|
5.1 |
Bank balances |
2,433 |
3,163 |
|
5.2 |
Call deposits |
3,500 |
4,000 |
|
5.3 |
Bank overdrafts |
– |
– |
|
5.4 |
Other (provide details) |
– |
– |
|
5.5 |
Cash and cash equivalents at end of quarter (should equal item 4.6 above) |
5,933 |
7,163 |
|
6. |
Payments to related parties of the entity and their associates |
Current quarter |
|
6.1 |
Aggregate amount of payments to related parties and their associates included in item 1 |
(220) |
|
6.2 |
Aggregate amount of payments to related parties and their associates included in item 2 |
– |
|
Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description of, and an explanation for, such payments. |
||
|
7. |
Financing facilities Add notes as necessary for an understanding of the sources of finance available to the entity. |
Total facility amount at quarter end |
|
|
7.1 |
Loan facilities |
17,793* |
16,253 |
|
7.2 |
Credit standby arrangements |
– |
– |
|
7.3 |
Other (please specify) |
– |
– |
|
7.4 |
Total financing facilities |
17,793* |
16,253 |
|
|
|||
|
7.5 |
Unused financing facilities available at quarter end |
1,540 |
|
|
7.6 |
Include in the box below a description of each facility above, including the lender, interest rate, maturity date and whether it is secured or unsecured. If any additional financing facilities have been entered into or are proposed to be entered into after quarter end, include a note providing details of those facilities as well. |
||
|
On 30 June 2020, the Company executed a Litigation Funding Agreement (LFA) for US$12.3 million (*now worth A$17.8 million with the movement of the A$ compared to the $US) with LCM Funding UK Limited a subsidiary of Litigation Capital Management Limited (LCM), to pursue the damages Claim in relation to the investment dispute between GreenX and Poland). To date, GreenX has drawn down US$11.2 million (A$16.2 million) (Outstanding Funding). In accordance with the terms of the LFA, once the compensation is received, LCM is entitled to be paid the Outstanding Funding, a multiple of five times the Outstanding Funding (based on the period since entering into the LFA) and from 1 January 2025, interest on the Outstanding Funding at a rate of 30% per annum, compounding monthly. |
|||
|
8. |
Estimated cash available for future operating activities |
$A’000 |
|
8.1 |
Net cash from / (used in) operating activities (item 1.9) |
(1,139) |
|
8.2 |
(Payments for exploration & evaluation classified as investing activities) (item 2.1(d)) |
(12) |
|
8.3 |
Total relevant outgoings (item 8.1 + item 8.2) |
(1,151) |
|
8.4 |
Cash and cash equivalents at quarter end (item 4.6) |
5,933 |
|
8.5 |
Unused finance facilities available at quarter end (item 7.5) |
1,540 |
|
8.6 |
Total available funding (item 8.4 + item 8.5) |
7,473 |
|
8.7 |
Estimated quarters of funding available (item 8.6 divided by item 8.3) |
>6 |
|
Note: if the entity has reported positive relevant outgoings (ie a net cash inflow) in item 8.3, answer item 8.7 as “N/A”. Otherwise, a figure for the estimated quarters of funding available must be included in item 8.7. |
||
|
8.8 |
If item 8.7 is less than 2 quarters, please provide answers to the following questions: |
|
|
8.8.1 Does the entity expect that it will continue to have the current level of net operating cash flows for the time being and, if not, why not? |
||
|
Answer: Not applicable |
||
|
8.8.2 Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe that they will be successful? |
||
|
Answer: Not applicable |
||
|
8.8.3 Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis? |
||
|
Answer: Not applicable |
||
|
Note: where item 8.7 is less than 2 quarters, all of questions 8.8.1, 8.8.2 and 8.8.3 above must be answered. |
||
Compliance statement
1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
2 This statement gives a true and fair view of the matters disclosed.
Date: 17 October 2024
Authorised by: Company Secretary
(Name of body or officer authorising release – see note 4)
Notes
1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.
2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.
3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.
4. If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [name of board committee – eg Audit and Risk Committee]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”.
5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
ECR Minerals #ECR – Diamond Drilling Commences at Tambo Gold Project, Victoria and Fourth Company in Discussions on Potential Sale of A$75m Tax Losses
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, is pleased to announce the commencement of diamond drilling at the Company’s Tambo Gold Project in Victoria, Australia (the “Tambo Gold Project”), as well as providing an update on corporate activities.
HIGHLIGHTS
- Maiden diamond drilling campaign now underway at the Tambo Gold Project
- Fourth confidentiality agreement signed with Australia-domiciled company in relation to the potential sale of ECR’s A$75 million of tax losses
- Laboratory analysis of 378 rock chips taken from gold prospects at the Lolworth Project in Queensland now completed and results expected later this month
Tambo Gold Project, Victoria
Further to the Company’s announcement on 9 October 2024, the maiden diamond drilling campaign has commenced at the Tambo Gold Project targeting beneath the historical workings of the Duke of Cornwall Mine, Swifts Creek. The drilling programme is expected to take approximately two weeks with up to 500 metres of aggregate depth planned, although the exact profile of the campaign will be determined on site. Previous rock chip assays from direct outcrop and exposures around and within the old workings include results of 22.85 g/t Au, 26.25 g/t Au and 52.2 g/t Au coupled with highly anomalous gold in soils. Initial results are expected in November 2024.
Update on Potential Sale of Tax Losses
Further to the Company’s announcements of 9 October 2024 and 2 July 2024, ECR, through its engagement with Argonaut PCF Ltd, has signed an additional non-disclosure agreement and is now in discussions with four Australia-domiciled public and private companies in relation to the potential sale of its A$75 million of tax losses.
ECR’s tax losses are held within its wholly owned subsidiary, Mercator Gold Australia Pty Ltd, and were incurred during the period from 2006 to date. Any sale of the tax losses would be coupled with a disposal of certain non-core assets of the Company. Whilst no guarantee can be given as to any potential sale or agreement being reached or as to the timing or terms, the board of directors of ECR continues to be encouraged by the considerable interest shown in this potentially valuable asset.
Lolworth, Queensland,
Laboratory analysis of 378 rock chips recently taken from gold prospects at the Lolworth Project in Queensland, including Butterfly Creek, Uncle Terry and Gorge Creek has now been completed and the Company expects to receive the data shortly. The next step will be for management to undertake a detailed review of this information to contextualise the data within the overall project area. It is therefore expected that the full results will be available by the end of the month. Initial field work across the Lolworth Project showed promising signs, including visible gold in streams and hillsides. A further announcement will be made in due course.
As announced on 3 October 2024, ECR Minerals is working in partnership with the Geological Survey of Queensland (“GSQ”) to further investigate the critical minerals potential at the Lolworth Project. The results from geochemical analysis on samples taken from the Oaky Creek prospect in the central-north area of the project will be announced once received. Stream sampling in this area has previously detected Niobium in concentrate samples and geochemical analysis will be carried out by the GSQ on pegmatites to better understand their fertility for hosting critical minerals, in particular Niobium and Tantalum.
Mike Whitlow, ECR’s Managing Director, said: “I’m very pleased to announce that the diamond drill rig has arrived at the Tambo Gold Project, marking the beginning of our highly anticipated maiden drilling campaign at this site. Our initial work at the Tambo Gold Project has been very promising with high-grade gold results in rock chips reinforcing our confidence in the potential of this asset. We look forward to confirming and expanding on these results, which is expected in November 2024. I’m also encouraged by the growing interest in our tax losses from both private and public companies, with several requests for confidentiality agreements. As we’ve said previously the potential value of any transaction could be significant for ECR. We are expecting a steady stream of updates across our core projects in the coming weeks and months and I look forward to reporting back on the rock chip results from Lolworth once further analysis has been conducted.’’
REVIEW OF ANNOUNCEMENT BY QUALIFIED PERSON
This announcement has been reviewed by Adam Jones, Chief Geologist at ECR Minerals Plc. Adam Jones is a professional geologist and is a Member of the Australian Institute of Geoscientists (MAIG). He is a qualified person as that term is defined by the AIM Note for Mining, Oil and Gas Companies.
FOR FURTHER INFORMATION, PLEASE CONTACT:
| ECR Minerals Plc | Tel: +44 (0) 1738 317 693 | ||
| Nick Tulloch, Chairman
Andrew Scott, Director |
|||
| Email: | |||
| Website: www.ecrminerals.com | |||
| Allenby Capital Limited | Tel: +44 (0) 3328 5656 | ||
| Nominated Adviser
Nick Naylor / Alex Brearley / Vivek Bhardwaj |
info@allenbycapital.com
|
||
| Axis Capital Markets Limited | Tel: +44 (0) 203 026 0320 | ||
| Broker | |||
| Ben Tadd / Lewis Jones | |||
| SI Capital Ltd | Tel: +44 (0) 1483 413500 | ||
| Broker | |||
| Nick Emerson
|
|||
| Brand Communications | Tel: +44 (0) 7976 431608 | ||
| Public & Investor Relations | |||
| Alan Green | |||
Glossary
| Au: | Gold |
| g/t: | Grammes per Tonne (Metric) |
| km: | Kilometres (Metric) |
| km²: | Kilometre squared (Metric) |
ABOUT ECR MINERALS PLC
ECR Minerals is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has six licence applications outstanding which includes one licence application lodged in eastern Victoria (Tambo gold project).
ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd (“LUX”) which has three approved exploration permits covering 946 km2 over a relatively unexplored area in Lolworth Range, Queensland, Australia. The Company has also submitted a license application at Kondaparinga which is approximately 120km2 in area and located within the Hodgkinson Gold Province, 80km NW of Mareeba, North Queensland.
Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), MGA has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited. ECR also holds a royalty on the SLM gold project in La Rioja Province, Argentina.
MGA also has approximately A$75 million of unutilised tax losses incurred during previous operations.
Citius Resources #CRES – Annual Report
The Board of Citius Resources Plc if leased to announce its annual report and audited financial results for the year ended 30 April 2024.
The annual report, Notice of Annual General Meeting & Proxy form will be posted to shareholders and available at the Company’s website https://citiusresources.co.uk/
|
Citius Resources Plc
|
Cameron Pearce Tel: +44 (0)1624 681 250 cp@pangaeaenergy.co.uk
|
|
Tavira Financial Limited
|
Jonathan Evans Tel: +44 (0)20 7330 1833 jonathan.evans@tavirasecurities.com
|
Chairman Statement
Dear Shareholders,
I am pleased to present the final report and accounts for the twelve-month period to 30 April 2024 for Citius Resources Plc.
The Company announced during the period a binding Heads of Terms for the acquisition of 100% of the issued shares in Harena Resources Pty Ltd (“Harena”) the 75% owner of the Ampasindava Rare Earths Project in Madagascar (the, “Acquisition”). Harena is an Australian domiciled company preparing to develop the 75% owned Ampasindava Rare Earths Project, which will include the mining and processing of Ionic Clay material to extract Rare Earth elements to produce Mixed Rare Earth Carbonate or Mixed Rare Earth Concentrate.
The Acquisition will constitute a Reverse Take Over under the Listing Rules and accordingly, the company will apply for re-admission of its shares to the Official List and Main Market of the London Stock Exchange following an Extraordinary General Meeting.
I would like to thank all our shareholders for their patience in what can only be described as challenging market conditions. We look forward to finally applying for re-admission and moving the Ampasindava Rare Earths project forward.
Winton Willesee
Non-Executive Chairman
15 October 2024
Link here for the full annual report announcement
ProBiotix Health #PBX – Publication of Circular and Notice of Requisitioned General Meeting
Further to the Company’s announcement on 25 September 2024, ProBiotix Health plc, the life sciences business developing probiotics to support cardiometabolic health, announces that today it will be publishing a circular to Shareholders (the “Circular”) containing details of a requisitioned general meeting of the Company (the “Requisitioned General Meeting”). The Requisitioned General Meeting will be held at 10:00 a.m. on 1 November 2024 at the offices of BPE Solicitors LLP, St James House, St James Square, Cheltenham , GL50 3PR.
For the reasons set out in the Circular, the Directors of ProBiotix, other than Stephen O’Hara ( the “Independent Directors”), unanimously recommend that Shareholders VOTE AGAINST ALL THE RESOLUTIONS being proposed at the Requisitioned General Meeting. Stephen O’Hara is a Non-executive Director of the Company and is also Chief Executive of OptiBiotix Health plc. As such, he has a conflict of interest and has not been involved in the considerations of the Independent Directors.
Extracted information from the Circular is set out below. Words and expressions defined in the Circular have the same meaning in this announcement. The Circular will also be made available shortly on the Company’s website at: www.probiotix-ir.com.
For further information, please contact:
|
ProBiotix Health plc |
https://probiotixhealth-ir.com/ |
|
Steen Andersen, Chief Executive Officer |
Contact via Walbrook below |
|
Peterhouse Capital Limited (Aquis Corporate Adviser and Broker) |
|
|
Mark Anwyl |
Tel: 020 7220 9793 |
|
|
|
|
Walbrook PR Ltd |
probiotix@walbrookpr.com |
|
Anna Dunphy |
Mob: 07876 741 001 |
|
|
This announcement contains information which, prior to its disclosure, was considered inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Publication of the Circular |
15 October 2024 |
|
Latest time and date of receipt of Forms of Proxy |
10:00 a.m. on 30 October 2024 |
|
Requisitioned General Meeting |
10:00 a.m. on 1 November 2024 |
Dear Shareholder,
ProBiotix Health plc (“ProBiotix” or the “Company”)
Notice of Requisitioned General Meeting
1. Introduction
As announced on 25 September 2024, Platform Securities Nominees Limited (“Platform”) submitted a requisition notice to the Company on 24 September 2024 (the “Requisition”).
Platform is the legal holder of 8,643,583 ordinary shares of 0.05p each in the Company (“Ordinary Shares”), held as nominee on behalf of Seneca Partners (“Seneca”). The Ordinary Shares held by Platform include the interests of Seneca EIS (c/o WCS Nominees Ltd), Seneca Growth Capital and the personal holdings of six individuals connected to Seneca, which together represent 5.46 per cent. of the Company’s current issued share capital.
The Requisition requires the Company to call a general meeting (“General Meeting”) of the Company’s shareholders (“Shareholders”) pursuant to section 303 of the Companies Act 2006 (“Act”), to consider the resolutions proposed in the Requisition (“Resolutions”).The Resolutions to be tabled at the General Meeting propose to remove 2 existing Directors of the Company and any other Directors appointed after 24 September 2024.
The Requisition includes a statement from Seneca which the Company is required to circulate to Shareholders in accordance with section 314 of the Act (“Statement”). The Statement is set out in the Appendix at the end of this document. The board of directors of the Company (“Board”) has not taken steps to verify the accuracy of the Statement and does not in any way support the statements contained in the Statement.
The Requisition has been made in the context of an ongoing and aggressive campaign by OptiBiotix Health plc (“OPTI”), the Company’s main shareholder, to directly influence the management and future direction of ProBiotix, by pressing for the dismissal of Steen Andersen, the Company’s CEO. These activities are in breach of OPTI’s contractual obligations to not interfere with the running of the Company.
The purpose of this letter is therefore to provide Shareholders with detailed information about the background to the Requisition and for the Independent Directors to unanimously recommend that Shareholders VOTE AGAINST ALL the Resolutions to be proposed at the General Meeting.
2. Background to the Requisition
As Shareholders will be aware, ProBiotix was demerged from OPTI, and the Ordinary Shares were admitted to trading on the Aquis Growth Market, in March 2022 (“Admission”).
At the time of Admission, OPTI and its Chief Executive, Stephen O’Hara (“SOH”) (who was then also Chief Executive Officer of the Company), were required to enter into a Relationship Agreement (“Agreement”) to ensure that ProBiotix was able to carry on its business independently of OPTI and to regulate the relationship between the Company and OPTI on an arm’s length and normal commercial basis. Further information on the Agreement is set out in paragraph 5 below.
Since Admission, the Company and OPTI have taken mutually agreed steps to operationally separate the two businesses, a process which, as announced on 30 August 2024, is expected to be finally completed by the end of 2024.
In early July 2024, however, despite the explicit terms of the Agreement, Neil Davidson, Chairman of OPTI, told me, as Non-executive Chairman of PBX, that OPTI wanted Steen Andersen to be dismissed from his position as Chief Executive Officer of the Company. Since then, I have been repeatedly and aggressively pressured by Neil Davidson to dismiss Steen Andersen.
On 4 September 2024, ProBiotix announced that it had raised £1.23 million through a subscription for Ordinary Shares (“Subscription”).
On 5 September 2024, OPTI released a hostile RNS, alleging improprieties with the shareholder authorities pursuant to which the Subscription shares were issued. PBX refuted these allegations in an announcement issued on 6 September 2024.
On 6 September 2024, I received a letter from OPTI, again demanding the dismissal of Steen Andersen, and threatening to requisition a General Meeting of ProBiotix if we failed to comply with that request by a given date. That letter said that OPTI had consulted with another “major shareholder” about its threatened requisition. Based on the information given in the OPTI letter, that “major shareholder” can only have been Seneca.
Any direct requisition request from OPTI would be in breach of the terms of the Agreement and no such request has ever been received from OPTI.
On 24 September 2024, the Company received the Requisition on behalf of Seneca.
3. The Seneca Requisition
The Statement from Seneca is set out in the Appendix at the end of this document. The Company’s response to Seneca’s representations is set out below.
Earlier this year, ProBiotix sounded out potential investors about raising further funds (“Fundraise”) for the Company. At the time, there was limited market appetite to inject fresh capital and, when approached about participating in the Fundraise, Seneca declined the offer to participate in the Fundraise. OPTI were also made aware of the Fundraise and the chance to invest, but were also not forthcoming with funds.
Subsequently, the Company announced its results (on 28 June 2024) for the year ended 31 December 2023, which included an emphasis of matter with regard to the Company’s cash position and its future working capital requirements.
In April 2024, in the context of the Fundraise, ProBiotix held initial discussions with successful Danish investor and entrepreneur, Frederik Bruhn-Petersen, who had expressed an interest in making a significant investment in the Company. In August 2024, following further discussions between Mr Bruhn-Petersen and the Company, it was agreed that a company associated with Mr Bruhn-Petersen would subscribe £1.23 million for Ordinary Shares representing approximately 23 per cent. of the Company’s enlarged issued share capital.
The proceeds of the Subscription allowed the Company to state that it now expected to be “fully funded, enabling it to fulfil all its working capital requirements with no recourse for further funding.” Given its recent unsuccessful attempts to raise money, the Board felt that this significant contribution from a supportive shareholder was an unquestionably successful outcome for all Shareholders.
Moreover, the Subscription represented the most efficient route to secure funds quickly and cost effectively, with minimal associated costs.
The August 2024 negotiations about the Subscription took place when the Company’s share price was trading at a mid-price of 4p. In his negotiations with the Company, Mr Bruhn-Petersen referenced market transactions in Ordinary Shares on 20 August 2024, 21 August 2024 and 23 August 2024, which all took place at 3.35p per share. As a result, 3.35p was therefore agreed to be the reference market price for the Subscription and Mr Bruhn-Petersen agreed to pay a small premium to this market price – 3.36p per share. This agreement as to the Subscription price was reached on 30 August 2024.
After the necessary formalities of the Subscription were completed, the Subscription was announced on 4 September 2024, two business days after the Company’s interim results were published on 30 August 2024.
The share price rise between the announcement of the interim results and the announcement of the Subscription reflected the strength of the Company’s interim results and subsequent positive comment on those results.
Prior to the Company’s receipt of the Requisition, when the Company became aware that Seneca had expressed concerns about the Subscription, Seneca was approached about subscribing itself at 3.36p per share but declined that opportunity.
“Migration” to Denmark
At no time prior to the Requisition had Seneca communicated this ‘concern’ to the Company. However, the Company is aware that such a ‘concern’ had previously been expressed by SOH, on behalf of OPTI, to the Regulatory Department at the Aquis Stock Exchange.
In any event, the suggestion that our operations would move to Denmark now, or indeed at any point in the future, is fundamentally untrue.
When Steen Andersen was recruited to his post of Chief Executive of the Company, by SOH, his employment contract clearly stated that Steen would be working from Copenhagen. As a Danish national, and with increasing plans to grow the Company’s sales footprint in Europe, it would be logical that Steen Andersen would look to expand his team in this location. However, the Company continues to retain its marketing function in the UK and, as evidenced in recent announcements, the Company’s geographic expansion beyond Europe is clearly focused on the US, Latin America and Asia.
Regardless of the inaccuracy of Seneca’s assertions about migration to Denmark, it is nevertheless a depressingly xenophobic claim for anyone to make in the context of ProBiotix’s global aspirations.
4. The ‘Real’ Requisition
Given the background to the Requisition discussed above, the Company was surprised that, in OPTI’s response to the announcement of the Requisition on 26 September 2024, Chairman Neil Davidson felt able to comment in a way that implied OPTI was wholly detached from Seneca’s actions:
“I am sure that Seneca Partners have only taken this action as an institutional shareholder after much careful consideration and for good reason.
Shareholder activism led by institutional shareholders is an important aspect of corporate governance and should generally be seen as an indication that serious failings have been identified which need to be addressed in the best interests of all shareholders.”
The Company was equally surprised by the reference to “serious failings” in OPTI’s announcement, given the complete lack of evidence for this in the Statement and in reality. We totally refute these unfounded and unsubstantiated allegations, which are entirely without merit.
As Shareholders will have seen from some of our recent announcements, the growth trajectory of ProBiotix is robust and the Independent Directors believe that the Company will continue to prosper.
OPTI’s statement further underscores our belief that the Requisition is actually driven by OPTI’s agenda and its desire to regain control of ProBiotix for its own benefit only.
Relative Trading Performance
ProBiotix
ProBiotix continues to develop probiotics to tackle cardiovascular metabolic health and other lifestyle conditions which continue to affect increasing numbers of people across the world.
Although the Company is still at a relatively early stage of its journey, it is starting to make significant progress, as demonstrated by our recent strong trading momentum. This is in no small part thanks to the tireless efforts of your Chief Executive, Steen Andersen.
The Company’s interim results for the six months to 30 June 2024 demonstrated the ongoing momentum in the business, with turnover increasing 84 per cent. to £1.01m and gross profit margins rising significantly. It was also stated that current trading was showing strong momentum, as recently confirmed in our Q3 trading update (for the 9 months to 30 September 2024). This revealed sales increasing by 39 per cent. to £1.525m (2023: £1.099m) and gross profit up 40 per cent. to £0.87 million, with gross profit margins edging up to 58 per cent. (2023: 57 per cent. ).
Following the success of one of our key commercial US partners on Amazon and with the launch in 2,000 Target stores, a further sales push in the US is planned for Q4 2024. Moreover, two leading US supplement brands have successfully developed line extension products based on LPLDL®. Both companies are looking at 2025 product launches in both physical stores as well as online.
The short and medium-term focus of the Company remains to build its customer acquisition in Europe and to establish a commercial platform in North America. ProBiotix has previously set out its strategy, which details the belief of the Independent Directors that over the next five years the Company is on track to reach planned sales of at least £10m, while moving the balance of the business from bulk sales of LPLDL® to capture a larger part of the value creation and build up additional barriers around the business.
Driven by the successful stewardship of Steen Andersen, the Company has onboarded more than 10 new customers over the past two years and has established a strong sales pipeline with more than 30 active sales projects. Recent new strategic deals include commercial partnership agreements in China, with DanCare Health, in Greece, with Eifron SA, in the Ukraine with Deutsch-Pharm and in Mexico with Raff. Further distributor agreements are currently in negotiation which would open up yet more channels to the Company.
Since our demerger we have continued to win new distributor partnerships, gain more customers, reduce losses and, crucially, drive our sales higher.
OPTI
In marked contrast, the recent interim results for OPTI show a business (now smaller than ProBiotix in terms of sales) very clearly going in reverse.
In the six months to 30 June 2024, OPTI’s sales fell 21 per cent. to £276,000. (The Independent Directors believe that at least 20 per cent. of OPTI’s sales relate to online sales of the CholBiome® brand containing ProBiotix’s LPLDL®, which is sold by OPTI under a licensing agreement with the Company. This agreement is currently terminable by ProBiotix on giving 6 months’ notice.) During the same reporting period, OPTI’s operating losses increased 40 per cent. to £1.066m and the pre-tax loss jumped 51 per cent. to £2.8m (H1 2023: £1.85m).
As at 30 June 2024 OPTI had a cash balance of £1.26m. Based on these most recent numbers, the Independent Directors estimate OPTI to be burning c.£140,000 of cash every month due to a bloated overhead and its struggle to gain commercial traction for its products. The Independent Directors believe that if these monthly losses continue, OPTI will be forced to launch a rescue financing before the end of Q1 2025.
The Independent Directors believe that this is where the real reason for the Requisition lies – a dire and pressing need for OPTI to re-integrate ProBiotix and utilise ProBiotix’s cash to provide the funding OPTI will soon require.
5. Relationship Agreement and OPTI’s recent conduct
Under the terms of the Relationship Agreement dated 31 March 2022 between (1) OPTI, (2) Peterhouse Capital Limited (“Peterhouse”), (3) SOH and (4) the Company, OPTI undertook to act in the manner set out below as regards its shareholding in the Company:
(a) clause 3.1.1 of the Agreement requires OPT! to exercise its powers to ensure that the Company can carry on its business independently of OPT!.
Notwithstanding the provisions of clause 3.1.1, OPTI has spent the last four months actively pressing for the dismissal of Steen Andersen.
(b) clause 3.1.4 of the Agreement requires OPT! to exercise its powers to ensure that the Company is managed for the benefit of all members as a whole.
The removal of Steen Andersen as the Company’s CEO would cause immense disruption to the business of the Company, to the detriment of all Shareholders.
Incredibly, neither OPTI (nor Seneca) have ever suggested a replacement for Steen Andersen, merely requiring that he be dismissed. Leaving the Company leaderless at such a crucial juncture is not for the benefit of Shareholders.
The Company would be without a CEO for the period it took to find a replacement and would have to bear the cost of Steen’s lengthy notice period. Moreover, the Company’s employees in Denmark would very likely resign in protest, as they were recruited by, and are loyal to, Steen Andersen.
The Independent Directors believe that the dismissal of Steen Andersen would likely cripple the Company’s business. Such an action cannot be said to be for the benefit of Shareholders as a whole and so clearly breaches clause 3.1.4.
(c) clause 3.2.7 of the Agreement requires OPT! not to influence the day-to-day running of the Company or any member of the Company’s group.
Requiring Mr Andersen to be removed as a Director is a direct breach of this obligation.
(d) clause 3.3 of the Agreement requires OPT! not to requisition a shareholder meeting to consider (or exercise its voting control in favour of) a resolution to appoint or remove any director of the Company except with the prior written approval of Peterhouse.
In its announcement of 26 September 2024 reacting to the Requisition, OPTI said that it intended to vote its holding in support of the Resolutions proposed by Seneca. This would be a clear breach of clause 3.3 of the Agreement.
Under the terms of clause 5 of the Agreement, SOH undertook to the Company and Peterhouse that he would neither personally, nor in concert with OPTI, cause OPTI to breach clauses 3.1, 3.2 or 3.3 of the Agreement. Given his position as Chief Executive of OPTI and in light of assertions made to the Company by OPTI that all of its directors support the dismissal of Steen Andersen, the Independent Directors believe that SOH is also in breach of the Agreement.
The Agreement was specifically designed to protect all Shareholders from unnecessary and unwarranted influence by the Company’s major Shareholder, OPTI. The Independent Directors believe that the continual breaches of the Agreement by OPTI and its Chief Executive, SOH, demonstrate that neither OPTI nor SOH have any regard for their legal obligations under the Agreement or for Shareholders’ interests.
6. Steen Andersen
It is worth providing Shareholders with some further background as to the credentials of Steen Andersen and the rationale for his Board appointment. Mr Andersen was previously Chief Executive of probiotic specialist Bifodan, which developed and manufactured probiotics for the global dietary supplementary industry. He worked there for 10 years with the initial phase involving a turnaround of the business as the Company was in need of significant remedial work. Mr Andersen developed a clear strategy and shaped, as well as professionalised, the company which led to wider global sales and increased profitability; he took Bifodan through two exits within two years.
Bifodan was first sold to a US private equity house for 19x EBITDA (in 2019) and secondly (in 2021) to ADM (for 24x EBITDA) following its continued successful growth. When Mr Andersen joined the business, it was loss making and had sales of approximately £5m; when he left, sales had increased significantly to approximately £17m and it was highly profitable. During his tenure, new major customers he secured included Amway, Chr. Hansen, Takeda and Bayer. Moreover, the customer base grew from three customers which accounted for 80 per cent. of the business to a portfolio of 50 strong diversified customers with no single customer accounting for more than 10 per cent. of sales.
As further evidence of his ability to deliver, Non-Executive Director Marco Caspani has made the following comment:
“I have had the pleasure of working with Steen for over a decade, and during this time, I have come to deeply appreciate his extensive experience and profound knowledge in the industry. His expertise spans a wide array of areas, and he consistently brings strategic insights and pragmatic solutions to every challenge he encounters. This combination of strategic vision and a hands-on approach has been instrumental in driving the success of every business he has been involved with.
One of Steen’s greatest strengths is his exceptional ability to build and nurture strong, lasting relationships with key stakeholders, both internally and externally. Whether collaborating with colleagues or liaising with clients, Steen has cultivated a network of trust and cooperation that has greatly benefited our organisation. These relationships are invaluable, and his ability to manage and strengthen them is a testament to his outstanding interpersonal skills.
In my opinion the loss of Steen would pose a significant risk to the strategic development of our company. His departure could destabilise the crucial internal and client-facing relationships he has cultivated over the years, which would jeopardise our ability to maintain the momentum we have built under his leadership.”
When Mr Andersen’s appointment as Chief Executive was announced on 14 June 2022 (though there was a notice period for him to honour thereafter), SOH commented: “Steen’s industry reputation, network of contacts, experience and track record of growing sales and profitability will help accelerate the growth and recognition of ProBiotix Health in its next phase of evolution.”
Mr Andersen joined the Company officially on 2 January 2023 with the following comment made by SOH in the 2022 Annual Report (which was issued on 28 June 2023):
“This appointment was part of a long-planned strategy to appoint an experienced industry business leader to the Company to drive sales and profitability.”
The Independent Directors believe that all these comments remain accurate, particularly in light of the substantial growth ProBiotix has achieved and the positive opportunities ahead for the Company.
7. The Independent Directors’ opinion on the Requisition
The Independent Directors’ opinion on each of the Resolutions is set out below.
1. To remove Steen Andersen as Chief Executive
The Independent Directors (excluding Steen Andersen) confirm their undivided confidence in Steen Andersen and remain fully supportive of retaining him as Chief Executive.
Seneca and OPTI have given little grounds as to their reasons to remove Steen Andersen from his post of Chief Executive. Crucially, neither Seneca nor OPTI have ever suggested a replacement for Steen Andersen, merely requiring that he be dismissed. This is clearly not in the best interests of Shareholders and cannot be supported.
The Independent Directors (excluding Steen Andersen) therefore recommend that all Shareholders vote AGAINST Resolution 1.
The Independent Directors resolutely believe that, as a small company, Steen is a ‘Key Man’ risk and to lose him at this stage of our development would be a huge blow for the Company. As has been outlined, not only would his removal prove a costly exercise (not least due to no historic failings or need for any disciplinary procedure) it would put at risk a number of key customer relationships.
Recent news confirms that the Company is gaining distributors, winning new clients and growing its sales; this is due to a stable management structure under the leadership of Steen Andersen. Contrast this with OPTI, which, under SOH, has been through a number of executive Directors. The stability of quality management at ProBiotix is the driver to the success of our Company.
The Company has secured sizeable contracts and a number of new distribution agreements under Steen’s leadership, the full benefit of which will be felt in FY25 and beyond.
2. To remove Frederik Bruhn-Petersen as a Non-Executive Director
The Independent Directors (excluding Frederick Bruhn-Petersen) confirm they are fully supportive of retaining Frederik Bruhn-Petersen as a Non-executive Director.
The Independent Directors (excluding Frederik Bruhn-Petersen) therefore recommend that all Shareholders vote AGAINST Resolution 2.
The Independent Directors (excluding Frederik Bruhn-Petersen) believe that, following the Subscription and the commitment shown by the family business of Frederik Bruhn-Petersen (the father of Frederik Bruhn-Petersen, who shares the same name) it is entirely appropriate for Frederik Bruhn-Petersen to be a Non-executive Director of the Company. He provides a useful and complementary range of skills to the Board, as proven by his historic corporate track record.
3. To remove any person appointed by the Board, after the date of this notice*, as a Director of the Company.
* being 24 September 2024, the date of the Requisition.
ProBiotix has not appointed anyone else to the Board apart from Frederick Bruhn-Petersen and has no intention to appoint anyone else currently to the Board. This resolution would appear to be little more than an attempted ‘spoiling tactic’.
The Independent Directors therefore recommend that all Shareholders vote AGAINST Resolution 3.
8. General Meeting
As mentioned above, the General Meeting has been requisitioned by Platform pursuant to section 303 and 314 of the Act. Pursuant to section 314 of the Act, Platform have requested the Company to circulate to Shareholders the Statement at the same time as the Notice of General Meeting is circulated to them. The Statement is set out in the Appendix to this document.
A summary and brief explanation of the resolutions to be proposed at the General Meeting is set out below. Please note that this is not the full text of the Resolutions, and you should read this section in conjunction with the Resolutions contained in the Notice at the end of this document. The following resolutions will be proposed at the General Meeting:
Resolution 1, which will be proposed as an ordinary resolution, is to remove Steen Andersen as a Director of the Company.
Resolution 2, which will be proposed as an ordinary resolution, is to remove Frederik Bruhn-Petersen as a Director of the Company; and
Resolution 3, which will be proposed as an ordinary resolution, is to remove any person appointed by the Board, after the date of this notice*, as a Director of the Company.
*being 24 September 2024, the date of the Requisition.
The General Meeting will be held the offices of BPE Solicitors LLP, St James House, St James Square, Cheltenham GL50 3PR at 10.00 a.m. on 1 November 2024.
9. Action to be taken by Shareholders
A form of proxy for use at the General Meeting is enclosed. Whether or not you intend to attend the General Meeting in person, you are requested to complete and sign the form of proxy and return it to the Company’s Registrars at 3 The Millennium Centre, Crosby Way, Farnham, GU9 7XX, so as to arrive no later than 10.00 a.m. on 30 October 2024. The return of a form of proxy will not prevent you from attending the General Meeting and voting in person should you wish to do so.
10. Importance of the vote
The Independent Directors believe that Shareholders are faced with a stark choice. If the Resolution to dismiss Steen Andersen is approved, the Company will be in an extremely vulnerable position, which could also lead to the exit of other key personnel. Steen’s dismissal would trigger a high risk that the Company would lose its strategic direction, through the loss of significant sales and partnership agreements and thus disrupt the clear strategy towards profitability.
Neither Seneca nor OPTI have ever suggested a replacement for Steen Andersen; they simply insist that he be dismissed. The Independent Directors believe that to act as requested by Seneca and OPTI would be reckless and irresponsible and demonstrably not in the best interests of Shareholders. The proposal to dismiss Steen Andersen cannot be justified or supported.
Not only would the dismissal of Steen Andersen be costly, due to the sums which would be owed to him under his employment contract, but it would also leave the Company without the leadership it needs and the ability to continue to negotiate new customer agreements at a highly critical stage in its development.
For the many reasons set out in this document, the Independent Directors strongly urge shareholders to vote against the Resolutions and allow the Board to continue to drive value by furthering the expansion of your Company.
Now that the Company is finally fully funded, we can push decisively toward our medium term objective of delivering a business capable of achieving annual sales of at least £10m.
The continued leadership of Steen Andersen is absolutely fundamental to the successful execution of this strategy.
The dismissal of Steen Andersen is not in the best interests of Shareholders.
11. Recommendation of the Independent Directors
As Steen Andersen and Frederik Bruhn-Petersen are, respectively, the subjects of Resolution 1 and Resolution 2, they have not participated in the recommendation in respect of Resolution 1 and Resolution 2 respectively.
The Independent Directors (other than Steen Andersen in respect of Resolution 1 and Frederik Bruhn-Petersen in respect of Resolution 2) firmly believe that the Resolutions are NOT in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Independent Directors (other than Steen Andersen in respect of Resolution 1 and Frederik Bruhn-Petersen in respect of Resolution 2) recommend that Shareholders vote AGAINST all the Resolutions as the Independent Directors, and parties associated with them, intend to do in respect of their aggregate shareholdings of 36,302,857 Ordinary Shares, representing 22.95 per cent. of the issued share capital of the Company.
Yours sincerely,
Adam Reynolds
Chairman“