Sheffield Resources Limited (SFX.AX) Earnings Call Transcript & Summary

Good morning, everyone, I believe we are live. So good morning, ladies and gentlemen. It's 10:00 a.m., and we have the necessary quorum present. I welcome you and declare this Annual General Meeting of Sheffield Resources Limited open. My name is Bruce Griffin. I am Chairman of the company, and it is in this capacity that I am chairing today's meeting. Today, we are very pleased to welcome those of you participating online through our virtual meeting platform provided by our share register, MUFG Corporate Markets. We also welcome those of you who are here today and able to join us -- join this meeting in person with us. Should we experience any technical issues today with the online platform [indiscernible] may be required depending on the number of shareholders being affected. If this occurs, I should advise you accordingly. Before proceeding with the business of meeting, I would like to welcome my fellow directors joining us here in person today and also online. Mr. Marco Di Silvio presides as the company's secretary. A representative from the company auditors, HLB Mann Judd, is also available to answer any questions from shareholders regarding the financial statements. Now moving to the meeting formalities. The Notice of Meeting was duly given and the meeting has been properly convened. We will turn to resolutions later in the meeting. Please note that only shareholders, proxy holders or shareholder company representatives may vote. If you are present in person, you will have received one of the following cards on registration. Yellow for shareholders who may vote and ask questions, blue for shareholders who have already voted. Those shareholders may not vote, but may speak or ask questions and red for visitors who are not eligible to vote will speak at this meeting, but a very welcome observers. When asking a question, please hold up your yellow or blue card and state your name. Shareholders who are present in person and who are entitled to vote have been given a yellow voting card. If you do not have a yellow voting card, please refer to the 2 MUFG Corporate Markets staff at the registration desk. On this card, you will find a series of boxes for voting. Please indicate on your card how you wish to vote by ticking or marking the appropriate square for all resolutions that have been read. You must mark either for or against box for your vote to count. If you're a proxy holder, a summary of the votes, which you're entitled has been provided with the yellow voting card. If you only have directed votes, you will need to do nothing other than submit the voting card. Votes at your discretion or open votes are shown in the column titled open votes on your proxy summary and can be cast at your discretion by marking either for or against box. Those shareholders attending remotely. Once you have registered, you may submit a question in relation to proposed AGM resolutions by clicking on the Ask a Question button, typing your question and clicking submit. Please wait for instructions from the moderator. For visitors attending remotely, you are not eligible to vote or ask questions, but are very welcome as observers. Shareholders who have registered and are attending remotely may click on the Get a Voting Card button. Once your voting card appears, all the resolutions to be voted on will be displayed. You may need to use the scroll bar on the right-hand side of the voting card to view all resolutions. Please follow the prompts online to complete the voting card and then click the Submit Details and Vote button. The agenda for the meeting will be contained to formal business, including the resolutions of the meeting. Voting on the resolutions will be conducted by way of poll. Each resolution will be read, and shareholders will be given the opportunity to ask questions. The poll will then be undertaken and the meeting closed. The results of the poll will be provided to the ASX following closure of this meeting. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the virtual annual meeting online portal guide or use the MUFG Corporate Markets helpline specified. Resolutions. Ladies and gentlemen, we'll now attend to matters requiring resolution, which are outlined in the Notice of Meeting. I propose to call a poll on each of these resolutions with the exception of Resolution 5 being a special resolution. All other resolutions set out in the Notice of Meeting is to be considered an ordinary resolution and as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. I advise that as Chairman of the meeting, I am hold proxy -- I am holding proxies in respect of each resolution. As advised on the proxy form on a poll, I intend to vote all of the proxies in respect of which I have not been given specific voting instructions in favor of each of the resolutions to be put to today's meeting. The first item of business on the agenda for this meeting is to consider the company's financial statements for the year ended 30 June 2025 and the reports of directors and auditors on those statements. These statements have been circulated to members. Are there any questions in relation to the financial statements?

[Technical Difficulty]

I think the comment would be that obviously, the financial statements are prepared at the moment in time and a going concern. Our statement is prepared at that moment in time. The directors have an ongoing obligation to monitor the business and ensure that we're confident that we continue to trade as a going concern. If we weren't, then we would have to take actions based on that. So as we stand today, the directors continue to believe that there is a reasonable basis for the company to trade as a going concern.

[Technical Difficulty].

Given the commentary that's occurred in the market since it would be unrealistic to assume that it's better than it was then. But we continue to hold that belief that there's a reasonable we continue to trade as a going concern. There are no other questions, I shall move on to the next item on the agenda. The second item of business is Resolution 1, a nonbinding resolution, which is to consider the adoption of the company's remuneration report, which is included in the financial report. Are there any questions on this resolution?

[Technical Difficulty] So I just don't know where you're getting guidance from.

Would you like me to answer that?

Yes.

Okay. So we undertake a process with the remuneration consultants, and we benchmark against peer-related companies and those peer-related companies we monitor from time to time to make sure they are appropriate and fit for purpose. And then based on that framework, and there is quite a detail -- as you could see in the annual report, there's quite a detailed package there in terms of how we structure our remuneration for both Board and executives. We structured that appropriately based on that advice from room consultants, and that's considered by the Board before those resolutions are made. Specific to and specific to the peer base that was particularly mining base for -- they're in the annual report. So that peer base of mining [indiscernible] more prevalent where we look to our developers and more juniors rather than, say, larger enterprises. So it fits -- typically fits the purpose for the market capitalization of the company, spanning an appropriate 3- or 4-year period of time. Sorry, and a range of other factors as well, but as described in the annual report.

[indiscernible] long-term and short-term incentives?

Yes. Yes. Sorry, do you have a specific question?

[indiscernible]

And so with that, what we do have is a lead independent nonexecutive director and that is John Richards currently, and that has been the case for some time.

And the rem committee and entertainment?

Okay. Any other questions? No. All right. Thank you. Now please select either for, against or abstain for Resolution 1 on the voting card. The next item of business on the agenda for this meeting is to consider the election of Mr. John Richards, as a Director of the company. And are there any questions on this resolution? He's online.

[Technical Difficulty]?

Johnny, are you online?

Yes, I am.

Would you like to make any comment as to your election or not?

Sure. I'm an experienced Director [indiscernible], which is the largest listed copper company on the ASX. I've been a Director of some large gold companies. In relation to Sheffield, I've been on the Board for 6 years, during which time we've permitted, built and operated Thunderbird. My skills, they're in strategic matters in financing. I think that those skills are absolutely relevant to Sheffield now and in the future.

Thanks, John. Any other questions on this resolution?

No.

Thank you. Please now select either for, against or abstain for Resolution 2 on the voting card. The next item of business on the agenda for this meeting is to consider the election of Mr. Gordon Cowe as a Director of the company. Again, any questions on this resolution?

We've got some technical difficulties with Gordon today, so he's unable to [indiscernible], but unfortunately, they couldn't be here today.

No. They're not full-time directors of Sheffield. Any other questions on that resolution? Thank you. Now please select either for, against or abstain for Resolution 3 on the voting card. The next item of business is Resolution 4, which relates to the greater performance rights to myself. So I will hand the chair over to Marco Di Silvio for this resolution.

So Resolution 4 is in relation to the issue of performance rights to Mr. Bruce Griffin. Are there any questions in relation to the resolution?

[Technical Difficulty].

In this particular item? Yes. Yes. Are there any other questions in relation to this resolution? Thank you. Please now select for, against or abstain for Resolution 4 on the voting card. And I'll hand over to Chair to Bruce Griffin for the remainder of the meeting.

All right. Thank you, Marc. The next item of business is Resolution 6, which is the approval of the additional 10% placement capacity. Again, questions on this resolution? Any questions online? Please select either for, against or abstain for Resolution 5 on the voting card. As there are no further questions in voting and voting will be conducted by a poll, I will now move to conduct the poll. Ladies and gentlemen, the company has adopted the ASX Corporate Governance Council guidelines, which recommends that a poll be called on all resolutions. MUFG Corporate Markets has been appointed by Sheffield as returning officer for the poll. Representatives of MUFG Corporate Markets will now collect your completed voting cards from the floor. You must lodge your voting cards via votes to be counted. Are there any outstanding voting cards? I now declare the poll closed on the floor. For shareholders attending online. You will now see a 5-minute countdown to finalize your votes. The results of the poll will be released to the ASX later today. As there is no further business, that conducts -- concludes the formal proceedings of the 2025 Annual General Meeting of Sheffield Resources Limited, and I thank you again for attending and declare the meeting closed.