TIDMTYM
RNS Number : 2671N
Tertiary Minerals PLC
28 January 2021
Tertiary Minerals plc
www.tertiaryminerals.com
("Tertiary" or "the Company")
28 January 2021
Tertiary Minerals plc ("Tertiary" or "the Company")
Result of AGM
Tertiary Minerals plc, the AIM traded company building a
multi-commodity project portfolio , held its Annual General Meeting
("AGM") today. All resolutions were passed with the exception of
Resolution 5 (being the resolution to disapply pre-emption rights
for share issues) which did not achieve the 75% majority of the
votes required to pass.
The meeting was held behind closed doors due to Covid-19
restrictions and all proxies received appointed the Chairman as
their proxy. Voting on all resolutions was carried out by poll.
The proxies received for each resolution were as follows and
include the two shareholders present at the meeting. Consequently
"Votes for" and "Against" numbers also reflect the results of the
poll. Votes withheld are not counted in a poll.
Resolutions 1-4 were passed and Resolution 5 was not passed.
1. Ordinary Resolution: To receive the Accounts and Reports
of the Directors and of the Auditors
Votes For % of Against % of At holders' % of No. Withheld
votes votes discretion votes
cast cast cast
------- -------- ------- ------------ ------- -------------
26,486,089 99.81 50,000 0.19 0 0.00 8,839,206
------- -------- ------- ------------ ------- -------------
2. Ordinary Resolution: To re-elect Mr D A R McAlister
as a director
Votes For % of Against % of At holders' % of No. Withheld
votes votes discretion votes
cast cast cast
------- ----------- ------- ------------ ------- -------------
20,127,016 65.02 10,827,303 34.98 0 0.00 4,420,976
------- ----------- ------- ------------ ------- -------------
3. Ordinary Resolution: To reappoint Crowe U.K. LLP as
Auditor of the Company
Votes For % of Against % of At holders' % of No. Withheld
votes votes discretion votes
cast cast cast
------- ---------- ------- ------------ ------- -------------
20,473,805 92.47 1,666,109 7.53 0 0.00 13,235,381
------- ---------- ------- ------------ ------- -------------
4. Ordinary Resolution: To authorise the directors to allot
shares
Votes For % of Against % of At holders' % of No. Withheld
votes votes discretion votes
cast cast cast
------- ----------- ------- ------------ ------- -------------
23,877,013 68.78 10,837,303 31.22 0 0.00 660,979
------- ----------- ------- ------------ ------- -------------
5. Special Resolution: To approve dis-application of pre-emption
rights
Votes For % of Against % of At holders' % of No. Withheld
votes votes discretion votes
cast cast cast
------- ----------- ------- ------------ ------- -------------
20,034,117 57.71 14,680,199 42.29 0 0.00 660,979
------- ----------- ------- ------------ ------- -------------
The Board is disappointed to note that only 4.25% of the total
number of shares on issue were voted at the meeting and would
encourage all shareholders to use their vote in future.
It is assumed that those shareholders who did not vote had no
strong objections to the resolutions being put to the meeting but
due to the low voting participation more than 30% of the votes cast
were against Resolutions 2, 4 and 5. However, only a very limited
number of individual shareholders, representing less than 1.8% of
the total number of shares in issue, voted against these
resolutions. The Company had not received any indication from
dissenting shareholders that they would vote against these
resolutions and would encourage any dissenting shareholder to
contact the Company in order to discuss their concerns.
In line with its corporate governance policy the Board would
like to make the following statement.
Resolution 2 (the reappointment of Donald McAlister as a
non-executive director)
Mr McAlister is considered independent of management and free
from any business or other relationship which could materially
interfere with the exercise of his independent judgement. Given
that Mr McAlister has served the Company as a non-executive
director for more than nine years, he is proposed for re-election
every year rather than every three years which is the usual
requirement. We propose that this practice continues.
We have also recently increased the number of independent
non-executive directors on the Board. Dr Mike Armitage's
appointment as an independent non-executive director, which was
announced in the Company's news release dated 16 December 2020,
took effect immediately on the closing of the AGM. This brings the
Company into line with the QCA Corporate Governance Code's
recommendation for small and medium sized companies to have a
minimum of two independent non-executive directors.
Resolutions 4 & 5
Resolution 5 (the resolution to disapply pre-emption rights for
share issues) was conditional upon the passing of Resolutions 4
(granting the directors the authority to issue shares).
We recognise that Resolutions 4 and 5 are always the most
contentious of the resolutions that are normally proposed at our
AGM and, on occasion, a few shareholders vote against them. We
believe this to be either because they do not wish to see any
further shares issued that may dilute their interest in the
Company, or that they want any such share issues to be issued by
way of a rights issue so that they can participate.
These are legitimate concerns. However, for a junior quoted
exploration company it is vital for management to possess
authorities to issue shares and to disapply pre-emption rights
without the need for recourse to shareholders in order to allow the
Company the flexibility to react to events. Rights issues are
prohibitively expensive and in any event rights issues do require
the passing of a resolution to allow for the general issue of
shares and a resolution to disapply the pre-emption rights which
would otherwise apply on a strictly proportional basis.
Furthermore, the passing of the latter resolution is required to
allow for the practical aspects of conducting any rights issue such
as rounding up or down of fractional entitlements or for
shareholders to be excluded in certain legal jurisdictions.
Currently the Company is well funded and the failure to pass
Resolution 5 on this rare occasion will not have a material effect
on the Company's foreseeable future. However, such resolutions are
essential for small listed non-revenue generating companies like
Tertiary Minerals plc to reach their full potential and continue as
going concerns.
We will increase our efforts in future to engage with
shareholders although this has to date been challenging given the
large proportion of shareholders holding their shares in nominee
accounts. We will also examine ways in which shareholders can
participate in any future share issues.
Patrick Cheetham, the Executive Chairman is always available to
engage with shareholders and we would like to take this opportunity
to encourage shareholders to contact him to discuss any Company
issues affecting them. He can be contacted at
info@tertiaryminerals.com .
Executive Chairman Patrick Cheetham commented: "Our thanks go
out to shareholders that were able to participate and vote at our
AGM in the middle of the COVID crisis. Your company is well funded
following the recent placing, and while the failure to pass
Resolution 5 will have no material effect for the foreseeable
future, it is essential that we pass such a resolution in future so
we are able to respond rapidly to opportunities as they arise. To
this end, and in line with our evolution as a multi-commodity
project company, we will be further developing and enhancing our
investor communication as the year progresses. I look forward to
communicating our next steps in this regard."
Further information:
Enquiries
Tertiary Minerals plc
Patrick Cheetham, Executive
Chairman
info@tertiaryminerals.com +44 (0)1625 838 679
SP Angel Corporate Finance LLP
Nominated Adviser & Broker
Richard Morrison/Caroline Rowe +44 (0)203 470 0470
Peterhouse Capital Limited
Joint Broker
Lucy Williams/Duncan Vasey +44 (0)207 469 0930
Notes to Editors.
Tertiary Minerals plc (ticker symbol 'TYM') is an AIM-traded
mineral exploration company building and developing a
multi-commodity project portfolio including industrial minerals,
base, and precious metals.
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(END) Dow Jones Newswires
January 28, 2021 11:21 ET (16:21 GMT)
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