The next focusIR Investor Webinar takes places on 14th May with guest speakers from Blue Whale Growth Fund, Taseko Mines, Kavango Resources and CQS Natural Resources fund. Please register here.
@StockBoxMedia
spoke to @CadenceMinerals
CEO Kiran Morzaria following the announcement that they have signed a financing MOU for the Amapa iron ore project.
https://youtu.be/X5WFNWJYMRc
3. General Meeting and Action to be taken by Shareholders
Attached to this letter is a Notice convening the General Meeting to be held at 6
th Floor, 60
Gracechurch Street, London EC3V 0HR at 11:00am on Monday 26 June 2023 at which are
proposed the Resolutions set out above..
Shareholders have been sent a Form of Proxy for use at the General Meeting. Shareholders are
requested to complete and return the Form of Proxy in accordance with the instructions printed
thereon. To be valid, completed Forms of Proxy must be received by the Registrar as soon as
possible, and in any event not later than 11:00am on 22 June 2023.
Shareholders can also register their vote(s) for the General Meeting either:
• by logging on to www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then
following the on-screen instructions; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service.
The Board understands that the General Meeting also serves as a forum for Shareholders to raise
questions and comments. If Shareholders who are unable to attend the meeting and question the
Directors in person have any questions or comments relating to the business of the meeting that
they would like to ask the Board, they are asked to submit those questions in writing via email to
shareholderenquiries@stbridespartners.co.uk by no later than 4.30pm on 21 June 2023.
4) Recommendation
The Directors believe the passing of the Resolutions is essential for the Company to
continue to meet its corporate obligations and in particular to ensure it has sufficient
headroom to show it can meet its obligations to Mercuria and Alpha and that this is
accordingly in the best interests of the Company and of the Shareholders as a whole.
The Directors unanimously recommend the Shareholders to vote in favour of the
Resolutions to be posed at the General Meeting as they intend to do in respect of their own
beneficial holdings amounting in aggregate to 20,281,935 ordinary shares representing
approximately 0.69% of the ordinary shares of the Company expected to be in issue on 26
June 2023.
Brian Moritz
Chairman
9 June 2023
(a) the allotment of equity securities in connection with an issue in favour of shareholders where
the equity securities respectively attributable to the interests of all such shareholders are
proportionate (or as nearly as may be practicable) to the respective number of Ordinary Shares in
the capital of the Company held by them on the record date for such allotment, but subject to such
exclusions or other arrangements as the Directors may deem necessary or expedient in relation to
fractional entitlements or legal or practical problems under the laws of, or the requirements of, any
recognised regulatory body or any stock exchange, in any territory; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of further equity
securities up to an aggregate nominal amount of £1,420,000
and this power shall, unless previously revoked or varied by special resolution of the Company in
general meeting, expire at the conclusion of the Annual General Meeting of the Company to be
held in 2024 and provided the Company may, before such expiry, make offers or agreements
which would or might require equity securities to be allotted after such expiry and the Directors are
hereby empowered to allot equity securities in pursuance of such offers or agreements as if the
power conferred hereby had not expired.
The total authorities being sought represent 48.5% of the 2,947,644,142 Company’s existing
shares in issue.
2. Authorities requested
To be proposed as Ordinary Resolutions
1) That the Directors be and they are hereby generally and unconditionally authorised
pursuant to the Companies Act 2006 (the “Act”), to exercise all the powers of the Company to allot
shares in the Company or grant rights to subscribe for or convert any security into shares in the
Company (“Rights”) up to an aggregate nominal amount of £1,420,000 (representing 48.5% of the
Company’s existing issued ordinary share capital) and such authority shall, unless previously
revoked or varied by the Company in general meeting, expire on the conclusion of the Annual
General Meeting of the Company to be held in 2024 provided that the Company may, at any time
before such expiry, make an offer or enter into an agreement which would or might require shares
to be allotted after such expiry and the Directors may allot relevant shares or grant Rights to any
such offer or agreement as if the authority conferred hereby had not expired.
2) That the Directors of the Company be and they are hereby generally and unconditionally
authorised pursuant to and in accordance with section 551 of the Act to allot relevant securities in
connection with the grant of awards to executive directors, employees and consultants of the
Company under the Company’s Share Appreciation Rights Scheme up to an aggregate nominal
amount of £60,000 and such authority shall, unless previously revoked or varied by the Company
in general meeting, expire on the conclusion of the Annual General Meeting of the Company to be
held in 2024 provided that the Company may, at any time before such expiry, make an offer or
enter into an agreement which would or might require shares to be allotted after such expiry and
the Directors may allot relevant shares or grant Rights to any such offer or agreement as if the
authority conferred hereby had not expired.
To be proposed as a Special Resolution
3) That, subject to and conditional upon the passing of Resolution 1, the Directors be and
they are hereby empowered pursuant to Section 570 of the Act to allot equity securities (within the
meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by
Resolution 1 above as if Section 561(1) of the Act did not apply to any such allotment, provided
that this power shall be limited to:-
APPENDIX
TEXT OF THE LETTER FROM THE CHAIRMAN OF THE COMPANY
Notice of General Meeting at11.00am on Monday 26 June 2023
1. Introduction
Included with this letter is the notice convening a General Meeting of the Company to grant the
Directors authority to issue new equity share capital up to specified limits, and to disapply statutory
pre-emption rights. The purpose of this letter is to explain the reason for the proposals in order to
provide Shareholders with the relevant information in order for them to support the proposals
should they so wish.
The areas where the Directors are seeking authority to issue new equity shares for cash are set
out below and comprise:
a) To ensure sufficient levels of working capital are maintained to meet the Company’s corporate
obligations.
In addition to normal working capital requirements, the Company needs to ensure that it is able to
meet obligations in relation to the Asset Backed Debt facility from A&T Investments SARL
(“Alpha”) as announced on 16 May 2022 and the debt owed to Mercuria Energy Trading SA
(“Mercuria”) relating to Tranche A of the Prepayment Agreement announced on 21 March 2018
which currently amount in aggregate to some $8.4 million. Under the extension documentation
referred to in the Company’s announcement of 15 May 2023 obligations in relation to Alpha and to
Mercuria are expected to fall due on 30 June 2023.
Despite our continuing efforts and the High Court Judgement in our favour, we have not, as at the
date of this letter being published, completed the settlement of the historic claims. This remains
our expectation, but as time moves on we need to plan accordingly.
Therefore, additional headroom is being requested to ensure that in the event that the realisation
of the Company’s historic claims – referred to in the Company’s announcement of 15 May 2023 –
is not achieved prior to 30 June 2023, or such later date as may be agreed with Alpha and
Mercuria, the Company can demonstrate that it has an alternative method of meeting its
obligations thereto as well as meet its ongoing corporate and other costs.
b) To seek authority to issue the remaining SARS as announced on 24 April 2023.
It should be noted that there is no commitment at this time to issue any of the new equity share
capital for which authority is sought under paragraph a) above. The new equity share capital for
which authority is sought in order to demonstrate the ability to repay Alpha and Mercuria will only
be issued in the event that the obligations to Alpha and Mercuria cannot be met out of the
realisation of the historic claims referred to above. In the event that the claims are not realised
before 30 June 2023 the Company will endeavour to negotiate a short extension for the
repayment.
2. Authorities requested
To be proposed as Ordinary Resolutions
1) That the Directors be and they are hereby generally and unconditionally authorised
pursuant to the Companies Act 20
If you are fully aware of the history of VAST & Andrew Perelea, then you can understand the hesitancy of participants - I truly hope this defy all the doubts, but I and many others have been burnt more times than can be counted!!!
https://twitter.com/vast_resources/status/1562402384516612096?t=XLxDeQODFjo1JKiHRXo5aA&s=35