Notification of AGM & publication of Annual Report
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. NEWSWIRE SERVICES OR IN THE UNITED STATES OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN REGULATION NO. 596/2014 (AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) AND IS IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 7 OF THAT REGULATION.
EURASIA MINING PLC
("Eurasia" or "the Company")
Notification of AGM and publication of Annual Report
4 June 2021
Eurasia Mining Plc ("Eurasia" or the "Company"), the palladium, platinum, rhodium, iridium and gold producing company today reports its audited financial results and operational summary (the "Annual Report") as well as a notification of the Annual General Meeting (the "AGM"), to be held on 28 June 2021, at 11am at the East India Club, 16 St James's Square, St James's, London SW1Y 4LH. A complete notice of AGM follows below.
Christian Schaffalitzky, Executive Chairman commented: "We are delighted to release our Annual Report elaborating on 2020 and also on our recent achievements, including the joint venture with Rosgeo, that we believe has the potential to place Eurasia among the majors in terms of its palladium resource, as well as further add to Monchetundra's battery metals credentials. Our key objectives in 2021 include a continued and targeted development programme at both assets, while negotiations regarding strategic opportunities are progressed as per the Company's announcement of 12 May 2021".
James Nieuwenhuys, Chief Executive Officer commented: "The Board's aim is to deliver value to its shareholders by leveraging the significant experience of its Directors and management team to develop its projects. The Board is also focused on maximising shareholder value and continues to prioritise the potential for asset sales of the Company. It is the Board's intention to progress both strategies (project development and sale of assets) concurrently".
Audited Group Reporting for the year ending 31 December 2020
The Company's full Annual Report including the audited financial statements to year end 31 December 2020 are available for download at the following address; http://www.rns-pdf.londonstockexchange.com/rns/9373A_1-2021-6-4.pdf and will be posted, along with notice of AGM and form of proxy to those of our members electing to receive paper format notifications. The Company is grateful to the remainder of our shareholders choosing to receive digital notifications and the report is also available for download from the Company's website at; https://www.eurasiamining.co.uk/investors/financial-reports.
The Company would like to remind shareholders that they may sign up for digital notifications, and help to reduce the number of paper reports printed and posted, by logging on to www.signalshares.com to amend communications preferences. An Investor Code is required for initial registration. Alternatively, you can call the Company's registrar, Link Group, on 0371 664 0300 (calls are charged at the standard geographical rate and may vary by provider) or +44 371 664 0300 if calling from overseas. You can also write to Link Group at 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
Notice of 2021 Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Eurasia Mining Plc, (company number 03010091), will be held at the East India Club, 16 St James's Square, St. James's, London SW1Y 4LH, on Monday 28 June 2021 at 11:00am, to consider the below resolutions.
Please note that this notice is important and requires your immediate attention. If you are in any doubt as to the action to be taken, please consult an independent adviser immediately. If you have sold or transferred or otherwise intend to sell or transfer all of your holding of ordinary shares in the Company prior to the record date (as described in Note 1) for the meeting, you should send this document to the (intended) purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was or is to be effected for transmission to the (intended) purchaser or transferee.
COVID-19 - IMPORTANT - PLEASE READ
In light of the COVID-19 pandemic, and the continuing public health measures in place, Shareholders may not be permitted to attend the meeting in person. The Company will continue to review public health guidance and progress through the government's published Covid roadmap out of lockdown in the lead up to the meeting. Shareholders are strongly encouraged to exercise their votes by submitting their Form of Proxy electronically or by post in advance of the meeting. As attendance at the meeting may be limited, it is strongly recommended the Chairman of the meeting be appointed to carry your vote.
The formal business of the Annual General Meeting will be to consider and vote upon the resolutions set out in this notice of meeting. Shareholders wishing to vote, or appoint the Chairman of the meeting as proxy, on any of the matters of business may do so electronically at www.signalshares.com, or by following instructions in note 4 below. A form of proxy is available at the Company's website (https://www.eurasiamining.co.uk/investors/circulars-notices), or can be requested from the Company's registrar ("Registrar"), and must be completed and submitted in accordance with the instructions thereon to be received by the Registrar before 11 am on 24 June 2021. It is strongly recommended that the Chairman of the meeting is appointed as proxy as attendance at the meeting may be restricted in accordance with any public health measures implemented by the Government in the United Kingdom at the time of the AGM.
CHANGES TO ARTICLES - IMPORTANT - PLEASE READ
The Company proposes to adopt revised articles of association ("Revised Articles"). Changes to the Company's Articles of Association are proposed as special resolution number 7. While there is no current intention to do so, the Revised Articles provide that the Company may hold (1) 'hybrid' general meetings in such a way that enables members to attend and participate in the business of the meeting by attending a physical location or by attending by means of an electronic facility or facilities and (2) general meetings wholly by electronic means. These changes will make it easier for members to attend and participate in future general meetings and will facilitate better engagement. The Revised Articles include a number of consequential changes to enable such meetings and a minor 'tidying up' exercise. The current Articles of Association and Revised Articles are available on our website at https://www.eurasiamining.co.uk/investors/circulars-notices.
Further information on voting procedures follow the resolutions below. Queries regarding these procedures may be directed to [email protected] or the Company's registrars, Link Asset Services, https://www.linkgroup.eu/get-in-touch/shareholders-in-uk-companies/; telephone number: 0371 664 0300.
To consider, and if thought fit, pass the following resolutions as ordinary resolutions:
1. To receive and consider the audited accounts for the period ended 31 December 2020 together with the Directors' and the auditors' reports therein.
2. To re-appoint Grant Thornton UK LLP as auditors of the Company.
3. To authorise the Directors to determine the remuneration of the auditors of the Company.
4. To re-appoint James Nieuwenhuys as a Director, who retires by rotation in accordance with Article 29.1.2 of the Company's Articles of Association.
5. To re-appoint Tamerlan Abdikeev as a Non-Executive Director, who retires in accordance with Article 29.1.1 of the Company's Articles of Association, having been appointed by the Board since the last annual general meeting of the Company.
6. That, in accordance with section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £500,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the earlier of 18 months and the end of the next Annual General Meeting of the Company to be held after the date on which this resolution is passed, save that the Company may, before expiry, make an offer or agreement which would or might require shares to be allotted, or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 551 of the 2006 Act.
To consider, and if thought fit, pass the following resolutions as special resolutions:
7. That, the articles of association produced to the meeting and initialled by the Chairman of the meeting (for the purpose of identification) be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.
8. That, subject to the passing of resolution 6, the Directors be given the general power to allot equity securities pursuant to section 570 (as defined by section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by resolution 6 or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £500,000.
The power granted by this resolution will expire on the earlier of 18 months and conclusion of the Company's next annual general meeting (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before this expiry, make offers or agreements which would or might require equity securities to be allotted after the expiry and the Directors may allot equity securities in pursuance of any offer or agreement notwithstanding that the power conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the 2006 Act did not apply, but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to this authority.
Notice of Meeting Notes:
The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on your behalf.
1. To be entitled to attend or vote electronically at a general meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered in the Register of Members of the Company at close of trading on 24 June 2021. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the AGM.
2. As a result of Government advised Social Distancing Measures, Shareholders may not be admitted to the 2021 AGM and are therefore advised not to travel to the AGM.
3. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
4. You can vote, or appoint a proxy, by:
· logging on to the Registrar's website at www.signalshares.com and following the instructions;
· through your relevant Nominee account platform (Please note the Registrar will only accept voting instructions from the legal holder of a shareholding).
· by requesting a hard copy Form of Proxy directly from Link Asset Services by telephoning 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 9am to 5.30pm Monday to Friday, excluding public holidays in England and Wales); The form of proxy can also be downloaded and printed from the Eurasia Mining website - https://www.eurasiamining.co.uk/investors/circulars-notices.
· in the case of CREST members, by utilising the CREST electronic voting and proxy appointment service in accordance with the procedures set out in 7,8 and 9 below.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of proxy must be received, electronically or by post by the Registrar at
29 Wellington Street,
During normal business hours by 11am on 24 June 2021 or, in the event of any adjournment of the meeting, 48 hours before the time of the adjourned meeting).
5. If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
6. The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as described in note 11 below) will not prevent a shareholder from attending the meeting and voting in person, if the meeting is open to general attendance and he/she wishes to do so.
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
8. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by 11am on 24 June 2021 (being not less than 48 hours before the time for the holding of the meeting or any adjourned meeting). For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
9. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
10. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares.
11. As at 03 June 2021 (being the latest practicable business day prior to the publication of this Notice), the Company's ordinary issued share capital consists of 2,812,008,432 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 03 June 2021 are 2,812,008,432.
12. Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's financial statements (including the Auditor's Report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with Section 437 of the Companies Act 2006 (in each case) that the shareholders propose to raise at the relevant meeting. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
13. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.
A copy of this Notice, the proposed amendments to the Company's articles of association, and other information required by Section 311A of the Companies Act 2006, can be found on the Company's website at www.eurasiamining.co.uk.
Eurasia Mining Plc
Christian Schaffalitzky/ Keith Byrne
+44 (0)207 932 0418
SP Angel Corporate Finance LLP (Nomad and Joint Broker)
Ewan Leggat / David Hignell / Adam Cowl
+44 (0)20 3470 0470
Optiva Securities (Joint Broker)
Tel: +44 (0) 20 3137 1902
About Eurasia Mining Plc
Eurasia Mining plc is a palladium, platinum, rhodium, iridium and gold producing company, operating the established West Kytlim Mine in the Urals, and also the operator of the Monchetundra Project comprising two predominantly palladium open pit deposits located 3km away from Severonickel, one of Norilsk Nickel's largest base metals and PGM processing facilities, near the town of Monchegorsk on the Kola Peninsula.