TIDMGPM TIDMGPSS
RNS Number : 7130B
Golden Prospect Precious Metals Ltd
05 June 2023
This document is important and requires your immediate
attention. If you are in doubt as to any aspect of the proposals
referred to in this document or the action you should take, you
should seek your own advice from a stockbroker, solicitor or other
independent professional adviser. If you have recently sold or
transferred all of your shares in Golden Prospect Precious Metals
Limited, please forward this document, together with the
accompanying documents, as soon as possible either to the purchaser
or transferee or to the person who arranged the sale or transfer so
they can pass these documents to the person who now holds the
shares.
Dear Shareholder
I am pleased to send you the notice of the 2023 Annual General
Meeting ("AGM") of the members of Golden Prospect Precious Metals
Limited (the "Company"), to be held at 1 Royal Plaza, Royal Avenue,
St Peter Port, Guernsey GY1 2HL on 27 June 2023 at 11:00 BST.
Explanatory notes on all resolutions accompany the notice of the
AGM (the "Notice").
Re-Election of Directors
As in previous years, Messrs Birch, King, and Ross are offering
themselves for re-election in accordance with corporate governance
best practice and the Articles of Incorporation of the Company (the
"Articles"). Please note for your information that biographical
details of all the Directors offering themselves for re-election
are set out in the explanatory notes to the resolutions that follow
this Notice.
Separately, as communicated in the Annual Report and Audited
Financial Statements for the year-ended 31 December 2022, I have
taken the decision not to offer myself for re-election and will
therefore retire at the conclusion of the AGM.
Voting
The Board of Directors of the Company believe that the proposed
resolutions set out in this Notice are in the best interests of the
Company and its members as a whole.
If you would like to vote on the resolutions via proxy, please
appoint a proxy by no later than 11:00 BST on 23 June 2023. A form
of proxy accompanies the Notice.
All resolutions will be put to a poll in reflection of best
practice and to ensure that all members have their votes taken into
account proportionately to their shareholdings in the Company.
The results of the AGM will be announced to the market as soon
as practicable after the conclusion of the AGM.
Should you wish to discuss anything ahead of the AGM, please see
below contact details:
Yours faithfully
Malcolm Burne
Chairman
Email: guernsey.office@maitlandgroup.com
NOTICE OF ANNUAL GENERAL MEETING 2023
Notice is hereby given that the 2023 Annual General Meeting of
the members of Golden Prospect Precious Metals Limited (the
"Company") will be held at 1 Royal Plaza, Royal Avenue, St Peter
Port, Guernsey GY1 2HL on 27 June 2023 at 11:00 BST to transact the
business set out in the resolutions below.
ORDINARY RESOLUTIONS
1. To receive the Company's Annual Report and Audited Financial
Statements for the year-ended 31 December 2022.
2. To re-appoint BDO Limited as auditor to the Company until the
conclusion of the next general meeting at which accounts are laid
before the Company.
3. To authorise the Directors of the Company to determine the remuneration of the auditor.
4. To re-elect Mr Graeme Ross as a Director of the Company who
retires by rotation in accordance with Article 18.3 of the Articles
of Association of the Company.
5. To re-elect Mr Robert King as a Director of the Company who
retires by rotation in accordance with Article 18.3 of the Articles
of Association of the Company.
6. To re-elect Mr Toby Birch as a Director of the Company who
retires by rotation in accordance with Article 18.3 of the Articles
of Association of the Company.
7. To authorise the Company, in accordance with Article 4.8 of
the Articles of Association of the Company and The Companies
(Guernsey) Law, 2008, as amended (the "Law"), to make market
purchases of its own ordinary shares of GBP0.001 each ("Ordinary
Shares"), such authorisation conditional upon the Ordinary Shares
of the Company continuing to be admitted to listing on The
International Stock Exchange ("TISE") and, with the exception of a
tender offer or partial offer being made to all holders of Ordinary
Shares on the same terms:
7.1 the maximum number of Ordinary Shares hereby authorised to
be purchased shall be up to 15% of the Company's existing issued
ordinary share capital;
7.2 the minimum price (exclusive of expenses) which may be paid
for the Ordinary Shares to be GBP0.001 per Ordinary Share;
7.3 the maximum price (exclusive of expenses) payable by the
Company for the Ordinary Shares to be 5% above the average of the
closing middle market quotations (as derived from Bloomberg) of an
Ordinary Share for the five (5) consecutive dealing days preceding
the date on which the purchase is made;
7.4 the authority (unless previously renewed or revoked) will
expire at the end of the annual general meeting of the Company to
be held in 2023 or, if earlier, the date being fifteen months from
the date of passing of this resolution;
7.5 the Company may make a contract to purchase its own Ordinary
Shares under the authority hereby conferred prior to the expiry of
such authority which will or may be executed or wholly or partly
executed after the expiry of such authority, and may make a
purchase of its own Ordinary Shares in pursuance of any such
contract; and
7.6 the purchase price for any Ordinary Shares may be paid by
the Company out of distributable profits or out of capital and
share premium or otherwise to the fullest extent permitted by The
Companies (Financial Assistance for Acquisition of Own Shares)
Ordinance, 1998.
By order of the Board
On behalf of Maitland Administration (Guernsey) Limited
Company Secretary
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
EXPLANATORY NOTES - GENERAL
A member of the Company who is entitled to attend the AGM is
entitled to appoint one or more proxies to attend, speak and vote
in their place. A proxy does not need to be a member of the Company
but must attend the AGM to represent you.
Details of how to appoint the Chairman of the AGM or another
person as your proxy using the proxy form are set out in the notes
to the proxy form. If you wish your proxy to speak on your behalf
at the AGM, you will need to appoint your own choice of proxy (not
the Chairman) and give your instructions directly to them. A member
may appoint more than one proxy to attend the AGM, provided that
each proxy is appointed to exercise rights attached to different
shares.
A form of proxy is enclosed which should be completed in
accordance with the instructions. To be valid this form of proxy
and any power of attorney or of the authority under which it is
executed (or a duly certified copy of such power of attorney) must
be lodged Computershare Investor Services (Guernsey) Limited, c/o
The Pavillons, Bridgewater Road, Bristol, BS99 6ZY or by e-mail to
ExternalProxyQueries@computershare.co.uk - Alternatively, completed
forms can be sent to the registered office of the Company c/o
Maitland Administration (Guernsey) Limited, 1 Royal Plaza, Royal
Avenue, St Peter Port, Guernsey, GY1 2HL. All proxies must be
received by no later than 11:00 BST on 23 June 2023, being 48 hours
before the time appointed for the AGM.
CREST offers a proxy voting service of which the Company's
Registrar, Computershare Investor Services (Guernsey) Limited are
an agent.
Shareholders are advised that, upon receipt of their proxy form
from the Company, if they wish to appoint a proxy or to give or
amend an instruction to a previously appointed proxy via the CREST
system, the CREST message must be received by the issuer's agent
(ID 3RA50) two days prior to the date of the Company's AGM at the
latest. For this purpose, the time of receipt will be taken to be
the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the issuer's agent is able
to retrieve the message. After this time any change of instructions
to a proxy appointed through CREST should be communicated to the
proxy by other means.
CREST Personal Members or other CREST sponsored members, and
those CREST Members who have appointed voting service provider(s)
should contact their CREST sponsor or voting service provider(s)
for assistance with appointing proxies via CREST.
For further information on CREST procedures, limitations and
system timings, please refer to the CREST Manual. We may treat as
invalid a proxy appointment sent by CREST in the circumstances set
out in Regulation 41 of the Uncertificated Securities (Guernsey)
Regulations 2009.
Please note that the AGM will not be made available by way of
publicly available real-time broadcast.
As at 2 June 2023 (being the last business day prior to the
publication of the Notice), the Company's issued share capital
consists of 85,503,021 Ordinary Shares, carrying one vote each.
Therefore, the total number of voting rights in the Company as at 2
June 2023 is 85,503,021. There are currently no shares held in
treasury by the Company.
EXPLANATORY NOTES - ORDINARY RESOLUTIONS 1 to 7
ORDINARY RESOLUTION 1 - The Company must present the Financial
Statements for the year ended 2022 and the reports of the Directors
and the Auditor to the AGM for approval.
ORDINARY RESOLUTION 2 - The auditor of a Company must be
re-appointed at each general meeting where accounts are laid, to
hold office until the conclusion of the next such general
meeting.
ORDINARY RESOLUTION 3 - This resolution gives authority to the
Board of Directors to determine the remuneration of the
auditor.
ORDINARY RESOLUTIONS 4-6 - Messrs Birch, King, and Ross,are
retiring. They are offering themselves for re-election in
accordance with Article 18.3 of the Articles. A brief biography for
each of the Directors is set out on the next page.
ORDINARY RESOLUTION 7 - This resolution grants the Company
authority to make market purchases of up to 14.99 per cent. of the
Ordinary Shares in issue as at 2 June 2023 (being the last business
day prior to the publication of the Notice). The Ordinary Shares
bought back will either be cancelled or placed into treasury at the
determination of the Directors.
The maximum price (exclusive of expenses) payable by the Company
for the Ordinary Shares to be 5% above the average of the closing
middle market quotations (as derived from Bloomberg) of an Ordinary
Share for the five (5) consecutive dealing days preceding the date
on which the purchase is made.
The minimum price which may be paid for each Ordinary Share is
GBP0.001.
This authority shall expire at the next annual general meeting
of the Company (or, if earlier, the date falling 18 months from the
passing of this resolution), when a resolution to renew the
authority will be proposed. The Company currently intends that any
Ordinary Shares repurchased would be held in treasury, subject to
applicable law and regulation.
An Ordinary Resolution is a resolution passed by a simple
majority of Members.
DIRECTOR BIOGRAPHIES
Include the biographies of each Director standing for
re-election here. A note should be included for each saying how
long they have served on the Board.
Graeme Ross was educated at Perth Academy and Dundee College of
Technology in Scotland and qualified as a Chartered Accountant with
Arthur Young McClelland-Moores in 1984. He then moved to Jersey in
the Channel Islands and spent two years with KPMG on financial
services audits before joining the embryonic fund administration
arm of Rawlinson & Hunter, Jersey in 1986. He was admitted to
the Partnership of Rawlinson & Hunter, Jersey in 1995 and was
the Managing Director of the fund administration division from then
until his retiral at the end of 2016. Graeme has significant
experience of the management, administration and oversight of all
types of collective investment vehicles and has served as a
Director on open ended, closed ended and limited partnership
vehicles investing in a wide variety of asset classes and sectors
including many listed funds. Graeme is a resident of Jersey. Graeme
was appointed to the Board on 17 April 2018 as both a Director and
Chairman of the Audit Committee.
Robert King is an independent non-executive Director for a
number of open and closed-ended investment funds including one
Specialist Fund Sector fund, Tufton Oceanic Assets Limited
(Chairman). Before becoming an independent non-executive Director
in 2011 he was a Director of Cannon Asset Management Limited and
their associated companies. Prior to this he was a Director of
Northern Trust International Fund Administration Services
(Guernsey) Limited (formerly Guernsey International Fund Managers
Limited) where he had worked from 1990 to 2007. He has been in the
offshore finance industry since 1986. Rob is British and resident
in Guernsey.
Toby Birch is an investment manager and prior to founding
Guernsey Gold (which merged with Bullionrock in 2014) he was the
senior investment manager at the local branch of Bank Julius Baer.
He then worked for Blackfish Capital Exodus Fund, trading in
precious metals and commodities. He was also a Director of the
Blackfish-Investec Resources Special Situations Fund, investing in
mining companies. Toby is a Chartered Wealth Manager and Fellow of
the Chartered Institute for Securities and Investments. He is a
regular speaker on the conference circuit covering financial
megatrends, precious metals and monetary reform. He holds the HSK3
Intermediate level proficiency test in Mandarin.
FORM OF PROXY - ANNUAL GENERAL MEETING 2023
To be held at 1 Royal Plaza, Royal Avenue, St Peter Port,
Guernsey GY1 2HL
On 27 June 2023 at 11:00 BST and at any adjournment thereof
I/We...............................................................................................................
(BLOCK LETTERS PLEASE)
of.....................................................................................................................
........................................................................................................................
being (a) member(s) of the above-named Company, hereby appoint
the Chairman of the meeting/ or*
..............................................................................................................................
as my/our proxy to vote for me/us and on my/our behalf at the
Annual General Meeting of the Company to be held at 1 Royal Plaza,
Royal Avenue, St Peter Port, Guernsey, GY1 2HL on 27 June 2023 at
11:00 BST and at any adjournment thereof.
* To allow effective constitution of the meeting, if it is
apparent to the Chairman that no shareholders will be present other
than by proxy, then the Chairman may appoint a substitute to act as
proxy in his stead for any shareholder, provided that such
substitute proxy shall vote on the same basis as the Chairman. A
proxy need not be a member of the Company.
I/We direct my/our proxy to vote as follows:
ORDINARY RESOLUTIONS FOR AGAINST VOTE WITHHELD**
1. To receive the Company's Annual Report
and Audited Financial Statements for the
year-ended 31 December 2021.
---- -------- ----------------
2. To re-appoint BDO Limited as auditor
to the Company until the conclusion of the
next general meeting at which accounts are
laid before the Company
---- -------- ----------------
3. To authorise the Directors of the Company
to determine the remuneration of the auditor.
---- -------- ----------------
4. To re-elect Mr Graeme Ross as a Director
of the Company who retires by rotation in
accordance with Article 18.3 of the Articles
of Association of the Company.
---- -------- ----------------
5. To re-elect Mr Robert King as a Director
of the Company who retires by rotation in
accordance with Article 18.3 of the Articles
of Association of the Company.
---- -------- ----------------
6. To re-elect Mr Toby Birch as a Director
of the Company who retires by rotation in
accordance with Article 18.3 of the Articles
of Association of the Company.
---- -------- ----------------
7. To authorise the Company, in accordance
with Article 4.8 of the Articles of Association
of the Company and The Companies (Guernsey)
Law, 2008, as amended (the "Law"), to make
market purchases of its own ordinary shares
of GBP0.001 each ("Ordinary Shares"), such
authorisation conditional upon the Ordinary
Shares of the Company continuing to be admitted
to listing on The International Stock Exchange
("TISE") and, with the exception of a tender
offer or partial offer being made to all
holders of Ordinary Shares on the same terms:
7.1 The maximum number of Ordinary Shares
hereby authorised to be purchased shall
be up to 15% of the Company's existing issued
ordinary share capital;
7.2 the minimum price (exclusive of expenses)
which may be paid for the Ordinary Shares
to be GBP0.001 per Ordinary Share;
7.3 the maximum price (exclusive of expenses)
payable by the Company for the Ordinary
Shares to be 5% above the average of the
closing middle market quotations (as derived
from Bloomberg) of an Ordinary Share for
the five (5) consecutive dealing days preceding
the date on which the purchase is made;
7.4 the authority (unless previously renewed
or revoked) will expire at the end of the
annual general meeting of the Company to
be held in 2023 or, if earlier, the date
being fifteen months from the date of passing
of this resolution;
7.5 the Company may make a contract to purchase
its own Ordinary Shares under the authority
hereby conferred prior to the expiry of
such authority which will or may be executed
or wholly or partly executed after the expiry
of such authority, and may make a purchase
of its own Ordinary Shares in pursuance
of any such contract; and
7.6 the purchase price for any Ordinary
Shares may be paid by the Company out of
distributable profits or out of capital
and share premium or otherwise to the fullest
extent permitted by The Companies (Financial
Assistance for Acquisition of Own Shares)
Ordinance, 1998.
---- -------- ----------------
Signed this day of 2023
Signature
[ ] Please tick here to indicate that this proxy instruction is in addition to a previous instruction. Otherwise it will overwrite any previous instruction given.
NOTES TO THE FORM OF PROXY:
(i) Please indicate with an "X" in the appropriate box how you wish the proxy to vote.
(ii) If no "X" is marked in any of the for/against/vote withheld
boxes in respect of a resolution, the proxy will exercise their
discretion as to how they vote or whether they withhold their vote.
The proxy will also exercise their discretion as to how they vote
or whether they withhold their vote on any business or resolution
considered at the AGM other than the resolutions referred to in
this form of proxy.
(iii) In accordance with sections 222 and 223 of The Companies
(Guernsey) Law 2008, you may appoint more than one person as your
proxy to exercise all or any rights to attend and to speak and
vote.
(iv) **A vote withheld is not a vote in law and will not be
counted in the calculation of the votes "For" and "Against" a
resolution.
(v) To be valid this form of proxy and any power of attorney or
of the authority under which it is executed (or a duly certified
copy of such power of attorney) must be lodged Computershare
Investor Services (Guernsey) Limited, c/o The Pavillons,
Bridgewater Road, Bristol, BS99 6ZY, or by e-mail to
ExternalProxyQueries@computershare.co.uk - Alternatively, completed
forms can be sent to the registered office of the Company c/o
Maitland Administration (Guernsey) Limited, 1 Royal Plaza, Royal
Avenue, St Peter Port, Guernsey, GY1 2HL. All proxies must be
received by no later than 11:00 BST on 23 June 2023, being 48 hours
before the time appointed for the AGM. Completing and returning
this form of proxy will not prevent you from attending the meeting
and voting in person if you so wish.
(vi) In order to revoke a proxy instruction, a member will need
to send a signed hard copy notice clearly stating their intention
to revoke a proxy appointment, together with the power of attorney
or other authority (if any) under which it is signed, or a
notarially certified copy of such power of attorney or authority,
to the Company's Registrar to the contact details noted above.
(vii) A form of proxy executed by a corporation must be either
under its common seal or signed by an officer or attorney duly
authorised by that corporation.
(viii) In the case of joint holdings, the signature of the first
named member on the Register of Members will be accepted to the
exclusion of the votes of the other joint holders.
(ix) Pursuant to Regulation 41 of the Uncertificated Securities
(Guernsey) Regulations 2009, entitlement to attend and vote at the
meeting and the number of votes which may be cast thereat will be
determined by reference to the Register of Members of the Company
at close of business on the day which is two business days before
the day of the meeting. Changes to entries on the Register of
Members after that time shall be disregarded in determining the
rights of any person to attend and vote at the meeting.
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END
NOAEAKKSESDDEFA
(END) Dow Jones Newswires
June 05, 2023 12:57 ET (16:57 GMT)
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