Cora Gold Limited (CORA) Earnings Call Transcript & Summary

Thank you. So welcome, everybody. My name is Ed Bowie. I'm an Independent Non-executive Director and Chairman of the Board of Directors of Cora Gold Limited. Before we begin the formal proceedings for today's AGM, I'd like to hand over to Craig Banfield, Cora's CFO and Company's Secretary, who will explain some of the basic functions of the conference call service we are using today. Over to you, Craig.

Thank you, Ed. There are a number of functions that could be changed within the Zoom conferencing service. I don't know a number of you may now be familiar with this service due to the pandemic over the last year or so. In the interest of keeping things simple for today's AGM, the only function that participants really need to be aware of that is muting and unmuting. Those of us who've joined via The Internet, you can mute and unmute connection by toggling the microphone icon, shown on the screen of your PC, tablet or smartphone. As the host for today's AGM, I too can mute and unmute participants connections. Should you wish to override this at any time, you can toggle the microphone icon on your individual screen. For those who've joined via dial up, you may be able to mute and unmute your microphone according to the hardware you're using. Finally, I would ask those with Webcams enabled that when the AGM formally begins, you please turn off your video function. This can be toggled on and off by clicking the webcam or camera icon on your screen. Turning off the video will increase the bandwidth and should result in an improved sound quality for all.

Thank you, Craig. I'd now like to introduce you to the other directors and management of the company who are with us today. Bert has already done that, but just to confirm. We have Bert Monro, who is CEO and Director of the company. And we have Andrew Chubb, who is an independent Non-executive Director of the company; as well as Craig, who is CFO and Company's Secretary. I'd now like to ask any shareholders attending today's AGM to declare their presence and the number of share they hold. In order to do this, you may need to unmute connections as explained by Craig. Alternatively, those who joined us using the Zoom's conferencing software may wish to make use of the built-in function to confirm their name and the number of shares held.

Is there anybody who would like to declare their interest?

Okay. I'm assuming that's a no. So thank you, and we will proceed. And in the unlikely event that I lose the connection during the AGM, we will allow 5 minutes from me to rejoin and resume the meeting. In the event, I'm unable to do so, I would ask that Bert Monro takeover as chair of meeting until its completion. Now with the time at 12:02 United Kingdom Time on Tuesday, the 22nd June 2021. And with proper notice of this annual General Meeting of Cora Gold Limited, having been given on May 14, 2021 in accordance with the company's articles of Association, and with a quorum being present, I hereby declare the AGM open. The Board of Directors believes that in these unprecedented times, the ongoing COVID-19 pandemic, these arrangements of holding the AGM online are in the best interest of the company's shareholders. I will ask the Cora's Secretary, Craig Banfield, to please minute the proceedings of this AGM.

Okay.

Ahead of today's AGM, we asked shareholders to submit questions by e-mail. I can confirm that none have been submitted, and so this session will close at the end of the formal proceedings of today's AGM. The Board of Directors welcome communications with shareholders. Queries can always be submitted by e-mail to [email protected]. Further contact details can be found at the end of the company's news releases or on the company's website. And so to the ordinary business of today's AGM, in accordance with the company's Articles of Association, an ordinary resolution passed -- means a resolution passed by a simple majority of half of the shareholders who, being entitled to do so, voted in person or by proxy at the general meeting of the company. The following resolutions are due for consideration at this AGM and if thought fit, then by ordinary resolution be passed. The first resolution, resolution 1 for consideration is. To receive the company's annual accounts for the financial year ended 31st December 2020, together with the Director's report and independent auditor's report on those accounts. Now please have someone propose this resolution.

I'm happy to propose.

Can I now please have someone second this resolution?

I'm happy to second.

I confirm the following votes cast in respect to the shareholders will appoint the Chairman of the meeting as their proxy, 91,490,968, for and nil against. With no shareholders present wishing to vote at this meeting. I hereby declare this resolution to be passed by ordinary resolution of the shareholders. The second resolution, resolution 2 for consideration is to reappoint PKF Littlejohn LLP as the company's auditor to hold office from the conclusion of this meeting until conclusion of the next meeting at which annual accounts are laid before the company and to authorize the directors to determine the remuneration of the auditor. May I please have someone propose this resolution.

I'm happy to propose.

And may I please have someone second this resolution?

I'll second the resolution.

I confirm the following votes cast in respect to the shareholders who appointed the Chairman of the meeting as their proxy 91,470,968 for and nil against. With no shareholders attending the meeting wishing to vote I hereby declare this resolution to be passed by ordinary resolution of the shareholders. The third resolution, resolution 3 for consideration is to reelect Andrew Chubb as a Director of the company, having been appointed since the date of the last annual General meeting. May I have -- please to have someone propose this resolution?

I will propose.

And may I please have someone second this resolution?

I will second.

I confirm the following votes cast in respect to shareholders appointed the Chairman of the meeting as their proxy, 91,470,968 for and 20,000 against. With no shareholders voting at meeting this. I hereby declare this resolution to be passed by ordinary resolution of shareholders. The fourth resolution, resolution 4 for consideration is to reelect David Pelham as a Director of the company. May I please have someone to propose this resolution?

I will propose.

May I please have someone second this resolution?

I'll second that.

I confirm the following votes cast in respect to shareholders who appointed the Chairman of the meeting as their proxy, [ 91,470, 968 ] for and 20,000 against with no shareholders present wishing to vote at this meeting. I hereby declare that this resolution to be passed by ordinary resolution of the shareholders. The fifth resolution, resolution 5 for consideration is to reelect Paul Quirk as a director of the company. May I please have someone propose this resolution?

I will propose.

And may I please have someone second this resolution?

I will second.

I confirm the following votes cast in respect to shareholders who appointed the Chairman of this meeting as their proxy, 91,470,968 for and 20,000 against. With no shareholders voting at this meeting, I hereby declare this resolution to be passed by ordinary resolution of shareholders. The sixth resolution, Resolution 6 for consideration is the directors be generally an unconditionally authorized to exercise all powers of the company to unlock shares in the company and to grant rights to subscribe for or convert any securities into shares of the company. Such shares and rights to subscribe for or to convert any security into shares of the company being relevant shares. One, in respect of any exercise of options granted pursuant to the company's share option scheme, and two, in addition to 1 up to a maximum of [ 51,344, 500 ] ordinary shares in aggregate, provided that this authority shall, unless renewed, varied or revoked by the company, expire on the commencement of the Annual General Meeting of the company to be held in 2022, say that the company may before such expiry make offers to enter into agreements which would or might require relevant shares to be allotted or granted after such expiry. And that directors made allot relevant shares in persons of such offers or agreements notwithstanding that the authority conferred by this resolution has expired and all exercised authorities previously granted to the directors to allot relevant shares B and are hereby revote. May I please have someone propose this resolution?

I will.

And May I please have someone second this resolution?

That's me. I shall.

I confirm the following votes cast in respect to shareholders who appointed the Chairman of the meeting as their proxy, [ 91,481,394 ] for and nil against. With no shareholders voting at this meeting, I hereby declare this resolution to be passed by ordinary resolution of shareholders. And now to the special business of this AGM. In accordance with the company's articles of Association, a special resolution means a resolution passed by a majority of 3 quarters of the shareholders who being entitled to do so, voted in person or by proxy at a general meeting of the company. The following resolution is due for consideration at this AGM and if thought fit, then by special resolution be passed. The seventh resolution, resolution 7 for consideration is: The directors be generally empowered to allot equity securities for cash pursuant to the authority conferred by Resolution 6 and or by way of sale of treasury shares as if the right for preemption did not apply to any such allotment, provided that this authority shall be limited to; a, the allotment of any number of ordinary shares following exercise of rights under the company's share option scheme; and b, the allotment of up to an additional 51,345,500 ordinary shares, representing 25% of the number of ordinary shares issue on the date of the notice of this Annual General meeting to enable the directors of the company to expeditiously and without incurring undue costs, undertake a limited equity fundraise or acquisition should the opportunity present itself. Provided that this power shall expire on the commencement of the Annual General meeting of the company to be held in 2022, unless renewed, varied or revoked by the company prior to or on that date. Say for the company may for the date of such expiry make offers or agreements, which would then or might require equity securities to be allotted after such expiry and the directors may allot equity securities in persons of any such offers and agreements not withstand that the power conferred by this resolution has expired. May I please have someone propose this resolution?

I will.

And may I please have someone second this resolution?

I will second that.

I confirm the following votes cast in respect to shareholders who appointed the Chairman of this meeting as their proxy, 91,461,383 for and 11 against. I'd like -- with no shareholders wishing to vote at this AGM, I hereby declare this resolution to be passed by special resolution of the shareholders. Ladies and gentlemen, that concludes the formal part of today's proceedings, and therefore, with no further business, I hereby declare the AGM closed. And so now all that remains is for me to thank you for attending today's online proceedings, and I hope that you and all of your families remain healthy and safe. Thank you very much.

Thanks, Ed. Thanks, everyone, for joining. Nice to see you all on the screen anyway.

Thanks, Bert. Thanks, Ed, I think, nothing from my side.

Great. Thanks, Andrew.

Thank you.

Olivia, thanks for joining. Good to hear you and hope you're well.

Yes. Thank you very much. Nothing from my side.

No. Pleasure. Well, look, if you ever need an update, you've got my number, so feel free to give me a call and I can always touch basically after the next press release or anything.

And thank you, everybody else, for joining as well.

Brilliant. Thanks, everyone. Bye now.