Premier African Minerals Limited (PREM.L) Earnings Call Transcript & Summary

Sorry, can I call this to order? Good afternoon all and apologies for the delay. I'd like to welcome everybody to this Annual General Meeting of Premier African Minerals Limited and once again, apologize for the delay. My name is George Roach, and I'll be chairing this meeting today. Present with me from management we do have a couple of people. I have Brendan Roach with me. I have some of our office staff with me. I don't actually see any other directors yet, but I know they all have a keen interest in the meeting. And we do have some of our shareholders present, and we do have one shareholder who is present in person and has requested that we acknowledge them, and he will be casting his votes as well. Having called the meeting to order, a quorum is present. And the meeting is fully entitled to proceed and transact business. Is there anything that anybody would like to inquire about, any questions or anything like that related to the resolutions that are to be put through this meeting before we go ahead with that. I'm happy to take this through Q&A or through hands up. Let's have a look as it started. I'm looking at there will be a [indiscernible] . I'm assuming that I'm in the right place, the Premier African, yes, whoever that is, you're in it, you're in the right place. Okay. I don't see any questions here under the Q&A section. Simon, I see that you have a hand up, but would you like to send on our handlers -- would you like to send me a chat question, preferably, it will make life a little easier in proceeding with us. Okay. I think let me get back to the -- let me go back to that meeting -- sorry, James, are you or Brendan talking?

I'm here, George. I'm not talking though. I'm here.

Okay. All right. Thank you very much, indeed. All right. I'm going to propose the resolutions formally. And I just want to note that I have received a letter of representation to allow Mr. James Goozee to vote in favor of the resolutions. His tally is 1,000,847,210 votes. Resolution 1 is proposed as an ordinary resolution and requires a simple majority to be passed. Resolution 2 is proposed as a special resolution. This means that in order to have this resolution passed, in excess of 3/4th, 75% of the votes cast must be in favor of the resolution. In terms of resolution 1, it's an ordinary resolution. It relates to the reappointment of myself to the Board. I retire by rotation perhaps it will be soon on a permanent basis, not quite sure about that one yet. But at this stage, it's a retirement by rotation. And if there is a desire for me to continue the Board, then it would be up to shareholders. I hold 6 proxies totaling 2,897,543,269 votes in favor of this resolution and 3,007,570,606 against the resolution. I note that Mr. James Goozee is present and has indicated his intention to vote in favor of the resolutions. And I ask Mr. Goozee, would that, in fact, be the case?

That is indeed the case.

Right. The Secretary of the meeting is Mr. Brendan Roach, and I would ask him to indicate to me what's the outcome of this proposed resolution 1 would be. Mr. Brendan Roach.

Thank you, Chairman. On the basis of the letter representation from James Goozee, we have 3,898,390,479 shares in favor and 3,007,570,606 against. Therefore, the resolution will pass by simple majority.

Thank you, indeed. So that is resolution 1. Then I, therefore, declare that resolution 1 is passed as an ordinary resolution of the company. Resolution 2 is a special resolution is conditional on the passing of resolution 2 to approve for the period commencing 24 months following the date of this AGM, the disapplication of the preemptive provisions set out in regulations 1.5 of the company's Articles of Association in relation [indiscernible] of or the grant to any part to subscribe for and any security into up to a further 4 billion ordinary shares and to authorize the directors of the company to issue or grant any right to subscribe for or convert into -- convert any security into shares in accordance with the provisions of this resolution. But so the company may make offers an enter into agreements during the period, which would be might -- which would or might require shares to be allotted or rights to subscribe for or convert other securities and shares to be granted after the period ends. Any questions in relation to this resolution? Let me have a look, see, I see Q&A. We have a couple here. I'm in the right place to see if there's any more. Okay. Those are questions. The questions that I have are general questions, I will come back and attend to those shortly. I do not see any other questions in relation to this. Okay. So I'm going to proceed then. As Chairman, I hold 6 proxies totaling 2,874,772,089 votes in favor of this resolution and 3,030,360,026 against. I note that Mr. James Goozee is here in person and has indicated his intention to vote in favor of the resolution. Mr. Goozee, could I take it that is your intention?

That is indeed.

Okay. I will then ask the secretary of the meeting to give me a record an outcome of this vote, Mr. Brendan Roach.

Thank you, Chair. In accordance with Mr. Goozee's votes, we have 3,875,569,299 in favor and 3,030,360,026 against and on that basis, the resolution doesn't pass.

Thank you very much indeed. Then to note that resolution 2 does not pass. The disapplication of shares has not been authorized by the shareholders. The company is, therefore, not in a position to issue any shares or to place any shares for purposes of raising any money or cash. That is the principal business of the meeting. I note that there are a few questions that have been raised, and I will proceed to some of those, and I will then make a few comments from the chair in regard to this status and also with reference to the RNS that the company released earlier today. So to start with, I'm going to go back to questions that have been posted that do not necessarily relate to the resolutions.

And the principal questions, I think that I'm seeing are questions that say, will there be a fundraise? Well, the answer to that is no. There will be no fundraise. The company does not have shares to apply to raise any funds. I think in that context, it's worth noting that one of the requirements set out by Canmax in the ongoing negotiation with Premier related to the fact that they wish to have Premier be in a position to allocate shares to give them some certainty in regard to their prepayment and the repayment thereof. I note now that voting has concluded that this application has been disallowed. On that basis, there is no way that Premier could possibly agree to the requirements that have been set. So we look to see what else is there here. Well, all of this is relating to further financing through application of shares. And clearly, that's not possible. I think the only other thing I would like to then do is to perhaps make reference to the fact that an interview has been released, I believe a little earlier today where I was asked to please give some context and some explanation related to the RNS that was released earlier this morning, which I have done. And I'm not quite sure if there are questions in the Q&A forum related to that. I note that I do have some more questions that have come in. And one of them, I'm going to direct to the secretary of the meeting. And one of these is, is it possible to disclose which way Canmax voted for the application of new shares, Mr. Secretary, are you able to answer that?

Chair, we generally see the votes are treated in a -- well in an undisclosed nature is the best ways to use and we receive them from our registrar. So it would be difficult to make that disclosure because we don't want to prejudice shareholders and how they vote in the meeting.

Okay. Thank you very much indeed. So unfortunately, can't deal with that one. I think that, that generally covers the questions that I have here. I think that the one final comment that I would make, and this is for the Board of Premier to consider. And that is that there are certain shareholder interests that have indicated that a special general meeting should in fact be called and that this should be located in London to give shareholders who are generally resident generally in the U.K., an opportunity to be present in person and to consider whatever our business may be put to that meeting. And this will be very seriously considered by the Board, and I believe that we could expect an announcement in due course in that regard. Mr. Secretary, is there anything else that I need to cover?

Chairman, no, the only clarification I would just like to make is that James has attended digitally with permission under our articles to do so in accordance with these letter of instruction and not in person. I just think it's an important clarification.

Thank you very much indeed, so noted, and that will be noted in the minutes of this meeting. Okay. That being the case, I don't believe there is any other business to be concluded at this meeting. And I'm therefore going to call this meeting to a close. And thank you all very much for attending. And I hope that in the near future, we will be able to proceed with a further general meeting in London, much more convenient to all of us at a time and date that could ensure a significant attendance. Thank you very much.

Thanks.

Thank you, James. Thank you. Thank you Mr. Secretary. I am going to call an end to now. Thank you.