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 will 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 of our other directors yet, but I know they all have a keen interest in the meeting.
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 to 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. Has it started? I'm assuming that I'm in the right place. The Premier African Minerals. Yes, whoever that is, you are. That's Ian R. You're in the right place. Okay. I don't see any questions there under the Q&A section. Simon, I see that you have a hand up, but would you like to send your question. I know your hand is up. Would you like to send me a chat question, preferably? It will make life a little easier in proceeding with this. Okay. I think let me get back to the 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. 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 three-fourths, 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'll be soon on a permanent basis. Not quite sure about that one yet. At this stage, it's a retirement by rotation, and if there is a desire for me to continue with 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 the outcome of this proposed resolution one would be. Mr. Brendan Roach.
Thank you, Chairman. On the basis of the letter of representation from James Goozee, we have 3.898390479 shares in favor and 3.007570606 against. Therefore, the resolution will pass by simple majority.
Thank you indeed. That is resolution 1. 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 Regulation 1.5 of the company's Articles of Association in relation to the issue of or the grant of any right to subscribe for or convert 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 any security into shares in accordance with the provisions of this resolution.
The company may make offers and enter into agreements during the period which would or might require shares to be allotted or rights to subscribe for or convert other securities into shares to be granted after the period ends. Any questions in relation to this resolution? Let me have a look. I see Q&A. We have a couple here. I'm in the right place. Let's see if there's any more. I should check this. 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, I'm going to proceed then.
As chairman, I hold 6 proxies totaling 2,874,772,089 votes in favor of this resolution. 3,003,006,026 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 recordal and outcome of this vote. Mr. Brendan Roach.
All right. Thank you, Chair. In accordance with Mr. Goozee's votes, we have 3.875569299 in favor and 3,003,036,002.6 against. On that basis, the resolution doesn't pass.
Thank you very much indeed. To note that resolution 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. To start with, I'm going to go back to questions that have been posted that do not necessarily relate to the resolutions.
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 wished 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 is concluded, that this disapplication has been disallowed. On that basis, there is no way that Premier could possibly agree to the requirements that have been set.
Let's have a look, see what else is there here. Well, all of this is relating to further financing through application of shares. 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. 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.
One of these 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 an undisclosed nature is the best words to use, and we receive them from our registrar. It would be difficult to make that disclosure because we don't want to prejudice shareholders in how they vote in a meeting.
Okay. Thank you very much indeed. Unfortunately can't deal with that one. I think 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 in the U.K. an opportunity to be present in person, and to consider whatever business may be put to that meeting. 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 his letter of instruction and not in person. I just think it's an important clarification.
Thank you very much indeed. Noted. 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. I'm therefore gonna call this meeting to a close. Thank you all very much for attending. 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.
Thank you.
Thank you. I'm going to call an end to this now. Thank you.