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Pathfinder Minerals Plc held its Annual General Meeting on June 22, 2023, where all resolutions were passed except for resolution 3, which was withdrawn, and special resolution 8, which failed with 13.6% votes for and 86.4% against. Ahead of the meeting, Peter Taylor resigned as a director but remains the Chief Executive Officer and a director of subsidiary companies. The Company's Board now comprises Dennis Edmonds (Non-Executive Chair) and Mark Gasson (Non-Executive Director).
| Date | 23 Jun 2023 |
| Time | 07:00:05 |
| Category | AGMs and other meetings |
| ID | 6645D |
23 June 2023
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Result of AGM and Board Changes
Pathfinder held its Annual General Meeting at 5.00 p.m. yesterday, at which all resolutions were passed on a show of hands with the exceptions of resolution 3 (relating to the re-election of Peter Taylor), which was withdrawn ahead of the meeting, and resolution 8, on which the Chair called for a poll.
The table below shows the proxy votes received on all seven resolutions. The full text of the resolutions is contained in the Notice of General Meeting published on 25 May 2023, which is available on Pathfinder's website at www.pathfinderminerals.com.
|
Resolution |
Votes For |
% |
Votes Against |
% |
Total no. votes cast |
% of ISC** |
Votes Withheld |
|
1 |
224,414,421 |
99.9% |
24,000 |
0.001% |
224,438,421 |
35.5% |
0 |
|
2 |
223,834,421 |
99.7% |
604,000 |
0.3% |
224,438,421 |
35.5% |
0 |
|
3 |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
|
4 |
223,834,421 |
99.7% |
604,000 |
0.3% |
224,438,421 |
35.5% |
0 |
|
5 |
224,414,421 |
100.0% |
24,000 |
0.0% |
224,438,421 |
35.5% |
0 |
|
6 |
224,414,421 |
100.0% |
24,000 |
0.0% |
224,438,421 |
35.5% |
0 |
|
7 |
223,634,421 |
99.7% |
604,000 |
0.3% |
224,238,421 |
35.5% |
0 |
|
8* |
30,460,246 |
13.6% |
193,978,175 |
86.4% |
224,438,421 |
35.5% |
0 |
* Special resolution
** Issued Share Capital
See additional explanatory notes below
Ahead of the meeting, the Board consulted with certain of the Company's shareholders who had lodged proxy votes against resolution 3. Following that consultation, Mr Taylor took the decision to resign as a director of the Company ahead of the commencement of the AGM. Mr Taylor will remain as an employee of the Company in the capacity as Chief Executive Officer and will continue as a director of its subsidiary companies, including IM Minerals Limited ("IMM").
Dennis Edmonds, Non-Executive Chair, commented:
"On behalf of the Board, I would like to thank Peter for his unstinting efforts as a director of the Company which have culminated in the agreed disposal of IMM and, with it, the rights to bring a claim against the Government of Mozambique for the expropriation of Mining Concession 4623C. Subject to the completion of this disposal, this transaction will see Pathfinder well-funded to seek other opportunities while retaining very substantial upside in the outcome of the legal claim against Mozambique. I am pleased that we will continue to benefit from Peter's skills and experience as CEO reporting to the Board, and as a director of the subsidiary companies."
The composition of the Company's Board will now be reviewed; for the time being the Board now comprises Dennis Edmonds (Non-Executive Chair, who was deemed independent upon appointment) and Mark Gasson (Non-Executive Director).
The directors also consulted with the Company's substantial shareholder ahead of the meeting with regard to the special resolution number 8 and have been informed that their continuing policy in respect of all their investments, is to vote against any resolution to disapply pre-emption rights, irrespective of whether the proposed authority is general or limited.
Enquiries:
Pathfinder Minerals Plc
Peter Taylor, Chief Executive Officer
Tel. +44 (0)20 3143 6748
Strand Hanson Limited (Nominated & Financial Adviser and Broker)
James Spinney / Ritchie Balmer / Rob Patrick
Tel. +44 (0)20 7409 3494
Vigo Consulting (Public Relations)
Ben Simons / Charlie Neish / Kate Kilgallen
Tel. +44 (0)20 7390 0234
Email. [email protected]
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Notes
· A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" and "Against"
· Votes "For" and "Against" are expressed as a percentage of votes validly cast for that resolution at the AGM
· Votes "For" include those giving discretion to the Chair or a third party
· "% of ISC" denotes the votes validly cast for each resolution as a percentage of the issued share capital of Ordinary shares as at the voting entitlement date.