Gemfields Group Limited (GML) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Bruce Cleaver, and I am the Chair of Gemfields Group Limited. This is the Annual General Meeting of Gemfields Group Limited. To avoid repetition, I shall abbreviate Gemfields Group Limited to Gemfields. The quorum for this meeting is 3 members entitled to vote whether they are present in person, by corporate representative or by proxy. As there is a quorum present, and it is now 10:00 a.m. BST, I declare the meeting formally open. The meeting is to consider 7 ordinary resolutions, 2 special resolutions and 2 nonbinding advisory votes. These resolutions have the full support of the Board of Directors and have been set out in full in the notice of AGM. The notice of AGM was distributed to Gemfields shareholders on 30 April 2025, and sets out the resolutions now to be proposed. In the absence of any objections, I shall take the notice of this meeting as read. In accordance with Gemfields Articles of Incorporation, voting will be held by way of a poll and every shareholder present in person or represented by proxy and entitled to vote shall be entitled to 1 vote for every share held. Gemfields registrar, Computershare, have been appointed official scrutineers of the poll. Only shareholders present in person, by corporate representative or by proxy are entitled to vote. Shareholders present in person and who have already lodged proxy forms prior to the meeting should not complete a poll card unless they have an intention to change prior votes cast. Shareholders who are participating online are able to view a live webcast of the meeting via the London Stock Exchange Group's Spark Live service. Shareholders that wish to ask questions remotely were requested to join the conference call line or to presubmit written questions by 4 p.m. BST on Tuesday, 24 June 2025. We have received a request to join the conference call line, so therefore, we will open the lines for questions shortly. [Operator Instructions].

We will now take questions from shareholders on the business of the meeting. Starting with questions from those shareholders in person today and then those that have presubmitted questions in advance by e-mail. We will then open for live questions via the conference call line. Do we have any questions from shareholders in person? If so, please state your name and which shareholder you are representing. We have no questions from shareholders in person. I will now ask the Company Secretary to please read out the pre-submitted written questions.

Thank you, Mr. Chairman. We have 1 pre-submitted question from Mr. [ Christopher Peel ]. The question reads as follows: Given the current gold price, well operations at Nairoto will be resumed; in particular, the 50 tonnes per hour refuel processing plants? If not, please supply the reasoning behind the nonresumption.

Mr. Gilbertson, can I ask you to answer that question?

Of course. Thank you very much, Mr. Chairman. Gemfields announced the decision to halt operations at Nairoto Resources Limitada on the 23rd of December 2024 and we also announced that we were seeking potential buyers, indeed investors, for the project. The operating expenses and capital expenditure that would have been required for Nairoto to become a gold-producing mine was low on Gemfields' priority list for capital allocation, especially given the working capital challenges that Gemfields has been facing and which resulted in our recent rights issue. As such, Gemfields has no ambitions to resume operations at Nairoto. The current gold price does not change that decision, but we do obviously hope that the heightened gold price will add interest amongst prospective buyers given that it does remain an interesting gold project.

Thank you, Mr. Gilbertson. We will now go to our phone lines to see if there are any questions. Over to you, operator.

There are no questions on the phone lines, Mr. Chairman.

Thank you. As there are no further questions, I will now move on to the main business of the meeting. Could I ask shareholders in the room to please hold up their hands if they need a poll card. Since there were no poll cards distributed, the registrars will now calculate the results of the poll from the proxy votes exercised by those shareholders who have lodged their proxy forms before the start of the meeting. As the Chair of this meeting, I intend to vote all undirected proxies available to me in favor of these resolutions. Resolution #1 is the following: to adopt Gemfields annual report for the year ended 31 December 2024. Resolution #2 is the following: to reelect Bruce Cleaver, who is retiring by rotation, as a Director of the company. Resolution #3 is the following: to reelect Kieran Daly, who is retiring by rotation, as a Director of the company. Resolution #4 is the following: to reelect Simon Scott, who is retiring by rotation, as a Director of the company. Resolution #5 is the following: the appointment of Louis du Preez as a Director of the company, subject to the passing of Resolution 9 relating to the amendment of the company's Articles of Incorporation. Resolution 6 is the following: to reappoint Simon Scott to the company's audit committee subject to his reelection as a Director of the company as per Resolution 4. Resolution 7 is the following: to reappoint Ernst & Young LLP as the company's auditor until the conclusion of the 2026 Annual General Meeting and to authorize the Directors to fix their remunerations. Resolution 8 is the following: a general authority to issue 116,802,713 shares for cash and waiver of preemptive rights. Resolution 9 is the following: to amend the Articles of Incorporation of the company. A nonbinding advisory vote is proposed as follows: to endorse Gemfields remuneration policy. A second nonbinding advisory vote is being proposed as follows: to endorse the Gemfields remuneration implementation report. Resolutions 1 to 7 are proposed as ordinary resolutions, and therefore, to be passed, require more than 50% of the votes cast to be in favor. Resolutions 8 and 9 are proposed as special resolutions, and therefore, to be passed, require votes in favor of not less than 75% of the votes cast. The final 2 votes are proposed as nonbinding advisory votes and are proposed for information purposes only. The results of the resolutions: In respect of Resolutions 1 to 7, I am informed by the registrar that the required majority of more than 50% have voted in favor of these ordinary resolutions. Accordingly, I declare Resolutions 1 to 7 carried as ordinary resolutions. In respect to Resolution 8, I am informed by the registrar that the required majority of not less than 75% have not voted in favor of the special resolution. Accordingly, I declare Resolution 8 is not carried. In respect to Resolution 9, I am informed by the registrar that the required majority of not less than 75% have voted in favor of the special resolution. Accordingly, I declare Resolution 9 carried as a special resolution. In respect of the 2 nonbinding advisory votes, I am informed by the registrar that the required majority of not less than 75% have voted in favor of these votes. Accordingly, I declare that 2 nonbinding advisory votes carried. The final summary of the votes cast in respect of each of the resolutions and votes will be announced via RNS and SENS and published on our website as soon as practicable after the conclusion of this meeting. Ladies and gentlemen, that concludes the formal business of this meeting, and I declare the meeting closed. Thank you for your participation.