Open letter to the directors11 Jun 2026 11:32
At the tennis today but am grumpy with the weather and resolutions so went through several iterations on AI to get this. Will check and send later. Please feel free to use it (check for errors and omissions) Dear Directors,
I am writing as a long-standing private shareholder in KEFI Gold and Copper, having supported the Company since 2013. I am concerned about Resolutions 8, 9 and 10 being put to shareholders at the 2026 AGM.
As I understand them, Resolutions 8 and 10 relate to additional authority to allot shares or grant rights under the employee share option plan, and related permission to disapply statutory pre-emption rights. Resolution 9 relates to an increase in the Company’s borrowing limits. I appreciate that these may be presented as specific or routine corporate approvals. However, they still matter to existing shareholders because they could permit further dilution or increased financial leverage.
The central issue is straightforward. If Tulu Kapi has been presented as fully funded through to production, shareholders deserve a clear explanation of why the Board is seeking additional shareholder mandates that could still dilute existing shareholders or increase financial leverage. The distinction between general fundraising and option-related dilution does not remove the need for a proper explanation.
For private shareholders who have supported the Company for many years, this is a material concern. I have seen repeated dilution since becoming a shareholder in 2013, while the expected value from Tulu Kapi has still not been delivered. Ordinary shareholders have funded the Company with cash and borne the dilution, while management benefits from share-based incentives that do not appear to carry the same economic risk. Given the Company’s repeated reliance on equity funding, shareholders are also entitled to ask whether directors and senior management are demonstrating alignment through meaningful open-market purchases with their own cash, rather than relying principally on option-based upside.
I would therefore like the Board to answer the following questions before the AGM:
1. If Tulu Kapi has been presented as fully funded through to production, why are further shareholder mandates required?
2. What specific funding, contingency, working capital, incentive or balance sheet requirement is being addressed?
3. What would the fully diluted share capital be if all options, warrants and other rights were exercised?
4. What proportion of existing and proposed option headroom benefits directors, senior management, employees, consultants or advisers?