Okay, well, thank you very much. Good morning, ladies and gentlemen. My name's Owen Hegarty. I'm a non-executive director of 29Metals and chair of the board of directors. On behalf of my fellow directors, I'm delighted to welcome you here to the annual general meeting. Thank you very much for showing up, thank you for your support, and thank you for your interest. Today's AGM is being conducted as a hybrid meeting designed to maximize the opportunity for our shareholders to participate. I will ask our company secretary in a moment to take us through some of the logistics for the shareholders participating online. Before we begin, I'd like to acknowledge the First Peoples, the traditional custodians of the land on which we work throughout Australia. We pay our respects to their elders, past and present.
We recognize the connections to land, water, and community, and their rich contribution to society. We specifically acknowledge the Boon Wurrung People, from this area, the Badimia People, and the Yamatji Nation, and the Widi Mob for, Golden Grove, and the Kalkadoon People, at Capricorn Copper. At 2 9 Metals, safety is our highest priority. For those joining us here in Melbourne, if there's an emergency, the hotel will sound an alarm. Please stay seated unless we are directed via a PA announcement to evacuate. The nearest exits for this room are the doors to the side of the room where you entered. The nearest fire exit for the building, on the doors located on the left side of the room as you exit the room. Follow the exit signs, please. Follow instructions, always a good idea.
If we are asked to evacuate, please follow the hotel's evacuation response team staff and make your way to the Esanda Building on Spring Street, which is the nominated muster point. For those joining online, in the event of an evacuation, this AGM will be immediately adjourned. Please monitor the ASX announcements platform and our website, where updates will be provided regarding the scheduling of the recommencement of the AGM. Joining me at the front of the room today is James Palmer, 29Metals CEO. Our board, Fiona Robertson, Jacqui McGill, Martin Alciaturi, Tamara Brown, and Creagh O'Connor, and our Company Secretary, Cliff Tuck. Also in attendance are our Chief Financial Officer, Peter Herbert, and Chief Operating Officer, Ed Cooney. Fiona Drummond and Sarang Halai from the company's independent external auditor, Ernst & Young, are also present in Melbourne, with lovely, smiling faces here on the screen as well.
I'm advised that there is a quorum present, and therefore, I declare the meeting open. The agenda for today will commence with a brief outline of the voting and other procedures for the meeting. After that, I'll address the meeting before inviting James to speak. After James' address, we will move on to formal business, where there will be an opportunity for shareholders to ask questions at each item. Representatives of our external auditor, Ernst & Young, are available to respond to questions regarding the conduct of the audit of 29Metals' financial statements and the auditor's opinion. Following completion of the formal business, and as time permits, there will be an opportunity for shareholders to ask general questions regarding the company.
The details of the formal items of business are set out in the notice of meeting for this AGM, which was released to the ASX announcements platform and sent to shareholders on the 19th of April, and is taken as read. Copies of James and my addresses have been released to the ASX announcements platform earlier today and are available on our website. Following completion of the AGM, for those who are able to be with us here in person, please join the board and management team for refreshments. I will now ask Cliff to explain the procedures for today's AGM.
Thank you, Owen. As Owen mentioned, today's AGM is a hybrid meeting, whereby 29Metals shareholders are participating by attending in person or via the online platform. Shareholders and proxy holders joining via the online platform or the AGM telephone line and in person may ask questions, whether written or verbal, at the meeting and submit their votes. I'll explain this in more detail shortly. For those joining the meeting via the online platform and telephone line, if you experience any technical difficulties during the AGM, please dial the number shown on the screen now for assistance. This number is also provided on the dedicated AGM page on 29Metals' website and in the online meeting guide.
Voting on each of the resolutions at this AGM will be conducted by a poll, with the results of the poll to be released to the ASX and made available on our website as soon as possible after the meeting. As we move through each of the resolutions today, valid proxies received for and against each resolution will be displayed on your screen for those participating online, and on the large screen in the front of the room for those here today. The proxy figures shown are as at the closing time for receipt of proxies, which was 10:30 A.M. Melbourne on the 19th of May 2 0 24. The Chair will vote all directed proxies in accordance with the directions provided by shareholders. As set out in the notice of meeting, the Chair will vote all open proxies in favor of all resolutions.
This includes proxy votes held by the Chair, which will be voted in favor of resolutions 1 - 3, being the remuneration-related resolutions, unless specifically directed otherwise in the proxy. In order to provide shareholders with enough time to vote, the Chair will shortly open open voting for all resolutions, at which time, voting on each of the resolutions will commence. For shareholders and proxy holders joining online, you may enter your votes for each resolution by selecting the Get a Voting Card icon at the bottom of your screen at any time after the Chair opens voting, until the time that the Chair declares voting to have closed. Shareholders and proxy holders joining online are also able to edit votes up until the Chair closes voting, but please ensure that you click Submit to ensure that your votes are counted before disconnecting from the AGM page.
For those joining in person, you will have received an attendance card at registration outside the room. Attendees entitled to vote at this AGM will have received a yellow attendance card. Your voting instructions should be completed on the back of that yellow card. Please complete your voting instructions, as these will be collected at the end of the AGM when requested by the Chair. If you need any assistance with your card, please see the registration desk staff located at the entry to this room. There will be an opportunity for all shareholders to ask questions relating to each item of formal business and, if time permits, more general questions regarding the company.
In order to maximize the opportunity for all shareholders to participate in the meeting today, questions will generally be addressed in the following order: written questions submitted by shareholders prior to the meeting, and those participating online will be addressed first. These will be followed by questions submitted by shareholders via the telephone or on the online platform, and then lastly, questions from shareholders here in the room. For those attending in person, when invited by the Chair of the meeting, please raise your yellow or blue attendance card to ask a question. A roaming microphone will make its way to you so that those joining online also have the benefit of hearing your question. Once you've finished asking your question, please hand the microphone back to staff.
Those joining online may submit written questions at any stage during the AGM by selecting the Ask a Question icon at the bottom of your screen. If you have a question already prepared, we encourage you to submit that question now, so that as many questions as possible may be answered as we work through the meeting. We will address questions at the relevant time during the meeting. Please note that questions may be moderated, and if multiple questions are received on the same or a similar topic, they may be combined for efficiency. For shareholders participating online who wish to ask a question verbally, you will need your unique PIN provided by our share registry. This can be obtained using the telephone number shown on screen.
Once you have your PIN, please dial into the dedicated AGM shareholder telephone line, also shown on screen. If you wish to ask a question during the AGM, dial star one on your telephone keypad. A reminder to all shareholders speaking at the meeting or via the telephone line, this AGM and the webcast is being recorded, and a copy of the AGM webcast will be made available on the company's website shortly following the meeting. Thank you, Owen.
Thank you, Cliff. Before I commence my formal address, I refer you to the important information on slide two of the presentation regarding the use of forward-looking statements, non-IFRS financial information, and mineral resources and/or reserves estimates. On any view, the 12 months since we last met have been the most challenging in 29Metals' short life as a listed company. We had the extreme weather event at Capricorn Copper in early 2023, following which the team has worked tirelessly implementing our recovery plan to return Capricorn to full production. However, further rainfall following successive tropical cyclones in the region at the start of this year, saw water levels on-site increase, and the decision was taken to suspend operations.
Although a difficult decision, it provides us with the opportunity to reset and return Capricorn Copper to operations safely and sustainably, and realize the enormous potential we have at this multiple ore body site within the highly prospective prolific Mount Isa Inlier. Performance at Golden Grove in Western Australia was also sub-optimal in 2023. Other than copper, we were down on metal production and up on costs. We had lingering supply chain issues, labor availability issues, along with general industry inflation. As acknowledged earlier, 2023 was a most challenging year, and that is reflected in the operating and financial results reported for 2023, dominated, as they were by the impact of the events at Capricorn, and the less than strong performance at Golden Grove. I should point out just, very quickly in respect of the slide, very good safety performance.
We talk about that a little bit, more later. So that's—that was a terrific performance. Nothing more important than the safety of our people to ensure a, not only a safe and healthy site, but a very competitive workforce. Then the production. Production coming up in the second half of 2023, particularly at GG, and of course, the financial results reflecting those impacts. We don't need to see any more of that. Thank you very much. They are not indeed the full story for 2023. During 2023, significant milestones were achieved. The team delivered a number of important results, of which will become evident, in many cases as we move through 2024 and beyond. Notable highlights included, first and foremost, safety. I've mentioned it.
Despite challenging circumstances, the team delivered strong progress on our management of critical risks and a significant improvement in lagging safety indicators. And as I said, nothing more important than safety. A safe site is an efficient site, and it's a highly productive site, and it provides a terrific culture, and in this difficult environment of attracting people, it's such an important competitive advantage to have. Completion of important operational de-risking projects to both debottleneck activity at Xantho Extended, the group's highest grade ore body, and James will talk to that. Submission of the regulatory approval documents for the long-term tailings capacity at Golden Grove. Terribly important to get that, to get that done, then you've got effectively life of mine tailings capacity approvals.
Successfully identifying and implementing sustainable cost reductions at Golden Grove, a result we intend to build upon this year, so more of that to come. Strengthening of the balance sheet, successful raising, capital raise, and we thank all of our shareholders for a great effort in September last year. AUD 151 million of capital was raised, and the execution just recently of the term sheet with Glencore for the offtake finance facility. That's post the end of 2023. And we certainly had the insurance receipts as well. So good strengthening there of the balance sheet. We had continued success with the drill bit, with the discovery of a new mineralized zone east of Mammoth at Capricorn. Very, very excellent results there, and as you would expect, being followed up with enthusiasm.
Mineral resources and ore reserves conversion and replacement. This includes year-on-year measured and indicated resource tonnes increasing by 30% at Mammoth East at Capricorn and by 45% at Cervantes in Golden Grove. So we will continue to do that. Above all, 2023 demonstrated what we've described as the power of collaboration and the extraordinary resilience of our team to drive forward despite those challenges. The achievements of 2023 and the commitment of the team provide terrific foundation for our future success. 2024 has already been a year of change. Change, while difficult, is necessary as a result of the performance in 2023 and the changes in our business profile in the near term. The first of those was the decision to implement a CEO transition.
Our former Managing Director and CEO, Peter Albert, who successfully led 29Metals through its establishment, IPO, and listing, and the time since, and has retired with the board's thanks and best wishes, and Peter is here today. Our new Chief Executive Officer, James, who will present to the meeting shortly, will lead 29Metals into the next chapter. James brings a wealth of operating, technical, and business improvement experience. Operationally, we need to do better, deliver results, and rebuild trust. With James' fresh perspective, energy, and operating leadership experience, the board is confident 29Metals is well-positioned to build upon our strong foundation and deliver. We are also reviewing our approach to remuneration to ensure that the way we reward our team strikes the right balance between attracting talent and rewarding effort against business results and shareholder value.
We believe the settings in our remuneration framework are robust, with discretion sitting with the board to moderate remuneration outcomes, as we did in 2023, with the vast majority of incentives delivered in the form of deferred equity. 2024 will also see an ongoing focus to improve the cost base of the business, and I mentioned that for 2023, so we continue along with that, reflecting our near-term profile with operations suspended at Capricorn, and improving production and efficiency at Golden Grove. Your best friend in getting your cost base down is getting your volumes up, and we are doing that. What will not change is 29Metals' investment thesis on our vision.
29Metals was founded upon a simple vision: to be a leading, to be a leading copper-focused company, offering investors exposure to attractive market dynamics for copper and other metals, critical to the global energy transition. Central to realizing that vision is our assets and our people. 29Metals' assets provide our investors with exposure to an enviable mineral inventory of high-grade copper, zinc, and other critical minerals and precious metals, and a substantial pipeline of organic growth opportunities to grow our production and extend mine life. So we are blessed with those assets and terrific, terrific upside. The start of 2024 has demonstrated what everyone knows, there is a bright future for companies that produce the right metals. Copper has been and remains a core focus for 29Metals, and we are starting to see the longer-term supply constraint forecasts reflected in current pricing.
On the left-hand side, you've got the demand going up, and you've got the supply coming down. They are the right things to be in. Strong demand, challenges to supply. And here is a chart of the recent copper price performance, up overnight again to $4.80 or thereabout. So, we're in the right, certainly in the right metals with the right focus. Pleasingly, prices for other metals, and we've got here zinc and gold and silver, and zinc again popped up there $0.10 overnight. Zinc, gold, and silver are also seeing price strength activity. They are metals. Zinc and copper are metals of the energy transition, and they are the right metals to be in as well. And gold and silver.
Gold at $2,434 and silver at $31, and we're a very significant producer of both gold and silver here in Australia. So we're blessed with the right base and precious metals. Just got to get more of them out of the ground. In our people, as mentioned, in our people, as mentioned earlier, we have a committed team with the resilience and the skills needed to safely and successfully deliver. Looking ahead to 2024 also requires that all of us at 29M acknowledge, acknowledge that a challenging year for the company was also a challenging year for you, our shareholders. We acknowledge and appreciate the support of our shareholders last year through the entitlement offer—the very successful entitlement offer. Board and management recognize the responsibility on all of us to deliver those volumes and ultimately the share price.
In closing, on behalf of the board, I want to thank 29Metals' team, employees, and contractors for their tenacity, their hard work, their dedication, and resilience shown during the past year. It is this commitment to 29M that is the backbone of our culture, and serves as a strong foundation for future success. Again, we also want to thank our shareholders and our other stakeholders for your continuing support. My fellow directors and I look forward to the opportunity to speak with those attending here today or at any other time. We're very happy to talk about the company. I now invite our CEO, James Palmer, to address the meeting.
Thanks, Owen. And, yeah, good morning, ladies and gentlemen, both here in the room and joining us online. It's a privilege to present to you our shareholders, and my first meeting as CEO of 29Metals. Standing here today, I'm three weeks into the role, and it has been a whirlwind start, as some of my team know. Lots of reading and then finding lots of things, visiting sites. It meant that I got to get around the business, meet with all of the team, and really advance our priorities and plans for 2024. And, I'll speak more about those priorities and plans shortly.
But before I do, I did want to share just what I see at 29Metals and what attracted me to the opportunity to lead this still very young company. I've been a close follower and an admirer of 29Metals since listing, and my interest was sparked by the metals that we have in our portfolio. And I think Owen's earlier chart, up and to the right, shows exactly that. I'm a firm believer in the huge role that particularly copper and zinc, and some of the other metals we have in our portfolio, are going to play in the global energy transition. So we want that graph to keep going.
My interest was then magnified, again, one of Owen's slides, clear, compelling vision and values, which certainly appealed to me professionally as well as personally. I've now had the opportunity to travel to the 29Metals sites and offices, and I've had the opportunity to meet with and listen to lots of our team and really see the things that we do well and some of the things that we can do better. It's really clear to me we've got a committed team, and our people truly are our greatest asset. Crucially, and as Owen's already said, I've seen just genuine commitment to safety, to health, to well-being, and to sustainable business practices that are just critical to any successful business. I've also seen the enormous potential of 29Metals.
So established assets in Tier 1 locations. Mine lives in excess of 10 years with significant organic growth potential to both grow production and extend mine lives, and substantial mineral inventory in copper, in zinc, and other critical metals. Looking ahead to the year, for 2024, we must continue to focus on safe, sustainable improvement in productivity and costs, maximizing returns for shareholders in positive metal price conditions, as we're seeing currently, and ensuring resilience against low metal prices and the inflationary environment that we've seen. We must continue the drumbeat of delivery that Golden Grove is now establishing, now that we are firmly into Xantho Extended. We need to safely complete the transition to suspension of operations at Capricorn Copper, and we must continue to manage our environmental responsibilities and manage costs.
We need to develop and deliver plans for a successful and sustainable restart of operations at Capricorn Copper, so we can really set the site on a course of enduring future success. We need to work closely with our regulators and other stakeholders to support the business outcomes, and we need to continue to unlock the organic growth potential in our business. We need to demonstrate a clear plan, and we need to deliver on commitments, and we need to do all of this without ever compromising on our commitment to safety, to health, and to well-being, exactly as Owen outlined. So I'm looking forward to working with the board, working with my team, the whole of 29Metals, and look forward to speaking with shareholders, stakeholders over the coming months about our priorities and plans.
And then finally, already chatted to a couple for the shareholders joining us here in the room today, looking forward to speaking with you some more after the meeting and then continuing moving forward. So with that, thank you, and I'll hand back to Owen.
Good on you, James. Well done. We will now move to the formal business of the AGM. As Cliff mentioned earlier, and set out in the notice of meeting, voting on each of the resolutions at this AGM will be conducted by a poll. I will open the polls shortly. The first item of business is the receipt and consideration of the 31 December 2023 financial report for the company and the reports of the directors and the auditor. No vote is required on this item of business. 29Metals financial statements for the year ended 31st December 2023, were released to the ASX announcements platform on the 23rd February 2024 and were included in 29Metals' 2023 annual report. A copy of the 2023 annual report has been made available on the company's website, and sent to those shareholders who requested a copy.
I will take 29Metals financial statements for the year ended thirty-first December 2023, as having been received by the meeting, and invite questions regarding the financial statements for the year ended 31st December 2023. I note that no questions were received for the auditor prior to the meeting. Cliff, have any questions been received online?
Yes, Owen. We have a question online from shareholder Stephen Mayne, and the question is for our auditors. The question reads: After booking an AUD 440 million loss in 2023, our claimed net assets are down to AUD 421.7 million, but this is still AUD 70 million higher than our AUD 351 million market capital based on last night's closing price of AUD 0.54 per share. Could one of our two Ernst & Young audit signing partners from the Perth office comment on why the AUD 170 million Capricorn Copper impairment wasn't larger, and the process they went through to establish that AUD 139 million was a suitable rehabilitation provision for that mine?
Thank you. Thank you for the question. There's two parts to it, but before I respond to the question, I must state for the record, my role under the Corporations Act as the lead independent auditor here today, is to answer questions relating to the conduct of the audit, content of the audit report, our independence as auditors, and the accounting policies adopted by the company. So there's two parts to that question. I'll start with the impairment part first and then move on to rehabilitation. So in terms of the work that we do, during the course of our audit, we obtain an understanding of and assess how the company goes through their indicator of impairment assessment. And in this case, there were indicators of impairment identified, and so a formal impairment assessment was conducted by the company.
We perform a range of procedures to form our independent opinion that the policies, judgments, and estimates were both reasonable and in accordance to the accounting standards. With respect to the capitalized mine development expenditure and property, plant, and equipment, management assessed the carrying value for indicators of impairment in line with the requirements of AASB 136. For each of the Group's CGUs, being Capricorn Copper and Golden Grove, indicators of impairment were identified by the Group and a formal estimate of the recoverable amount of each CGU was undertaken. Note 21 to the financial statements outlines the impairment of non-current assets and all the key assumptions adopted by the Group in their impairment assessment. As part of our procedures, we reviewed that assessment with the involvement of our valuation specialists.
I'd like to refer you to our audit report on pages 124 - 125, which specifically deal with the section on key audit matters, where we've outlined our detailed procedures. And in relation to the second part of the question, which is the rehabilitation, I'd just like to clarify that the rehabilitation provision for Capricorn Copper was AUD 59.845 million, and the total rehabilitation provision across both mines was AUD 139 million. So in relation to the work we do for the rehabilitation and restoration, we obtain an understanding of, and then independently assess how the company has provided for its provisions for restoration and rehabilitation.
We perform a range of audit procedures in order to form an independent opinion on the accounts, taken as a whole, including the judgments and estimates and whether they were reasonable in accordance with the accounting standards. Note 23 to the financial statement sets out the detail of the company's accounting policy with respect to the provision for rehabilitation. Management also uses the services of an external specialist to assist with the provision for rehabilitation calculations, and we engage our rehabilitation specialist in order to review that work. And again, I'd like to refer you to our audit report on pages 124 - 129, which outline the detailed procedures that we followed. Thank you.
Thank you, Fiona. Cliff, have any other questions been received online?
There are no further online questions on, for this item, Owen.
Thank you, Cliff. Are there any questions shareholders wish to ask via the phone?
There are currently no questions via the phone.
Thank you. I'll now open to questions in the room. If you have a question, please raise your yellow or blue card. When I call on you to ask your question, please state your name, and if you are a representative of a shareholder, who you represent. There are no questions. There are no questions in the room, so we will move on, we will move on to the five resolutions being put to the meeting, and I now formally declare the polls open. A reminder to those joining online, please record your votes using the icon at the bottom of your screen. For those joining in person, please record your vote on the back of your yellow card as we move through the resolutions. I will give you advance warning before I move to close voting at the end of the AGM.
We will now move to resolution number one, the adoption of the 2023 Remuneration Report, which is shown on the screen. The Remuneration Report was included in the directors' report for the year ended 31st of December 2023, a copy of which is included in our 2023 annual report. The Remuneration Report outlines 29Metals approach to remuneration, including remuneration for key management personnel, and includes information regarding matters being presented to this meeting for shareholder approval in resolution number two. Please note that the vote on this resolution is advisory only and is not binding. However, any discussion on the resolution and the outcome of the advisory vote will be taken into consideration by the board.
As set out in the notice of meeting, a voting exclusion applies to this resolution, and in the interests of good corporate governance, the directors have abstained from making a recommendation regarding this resolution. Proxies received are shown on the screen. We received one question prior to the meeting, which I'll ask Cliff to read out and also deal with any questions received online.
Thank you, Owen. The question received on this item of business before the meeting is as follows: Why are performance rights being awarded when the share price is going backwards? Remuneration should be commensurate with share price performance.
Thank you for that question. I will now ask the Chairman of the Remuneration Committee to address that question, please. That's Martin Alciaturi.
Thanks, Owen. So the question goes, I think generally to incentive payments for the 2023 year and specifically to the award of performance rights. As Owen has outlined, it was an extremely challenging year, 2023, and in particular, as a result of the extreme weather event at Capricorn Copper. So the board was very cognizant of trying to balance the fact that that led to clearly undesirable shareholder outcomes, but also the fact that the executive team was under significant pressure and worked extremely hard through the year to try and deal with those events. So for the second year in a row, the board ultimately exercised downward discretion in the incentive outcomes for this year, and did so in three different ways.
The first was an adjustment of the actual performance outcomes or the scorecard, if you like, for the KPIs. The second was that the board took the decision to award the vast majority of incentive outcomes as performance rights, as the question sort of suggests, as opposed to cash. Obviously, performance rights are inherently incentivizing because they tie the ultimate reward for the executive to the performance of the share price. And indeed, of course, they only vest if certain performance hurdles are met.
And lastly, we took the decision to award performance rights, not, as is often or typically the case, at the share price, at or around the time of the award, but we tied it to the pricing of the entitlement issue that was done in Q3. We felt that was appropriate. That was a price that, a substantial— well, essentially all of the shareholders had subscribed for equity for, and we wanted to, I guess, make management additionally focused on recovering to that share price. At the time we made that decision, that AUD 0.69 price was substantially higher than where the shares were trading. I'm pleased to say that shares have traded well up since then, although not quite at the AUD 0.69 level just yet. Thank you.
Thank you, Martin. Cliff?
Chairman, we do have an online question from shareholder Stephen Mayne. The question's in two parts. Given that the shares were floated at AUD 2 in July 2021 and closed at AUD 0.54 last night, why haven't the directors taken a cut in their fees? How can we ask the WA government for a payment plan on outstanding stamp duties, payable whilst paying our six non-executive directors a collective AUD 1.1 million in calendar 2023? That's the first part. The second part of the question is, also well done for cranking up the director payments in shares this year. Will this continue going forward?
Thank you for that question, Steven, Cliff, and I think, Martin, would you mind answering that or, and, see how that goes? I feel there may be other, other folks that you'd like to include in that, but it, you've got the two parts there.
I'll certainly endeavor to cover most of it. So firstly, in relation to non-exec fees, so there's a reference in, in my letter, in the annual report, that non-exec fees is a factor that the board has been looking at this year. There's been no change to non-executive fees or committee fees since the IPO, no upward or downward change. And the board has certainly been discussing the fact that with the changed circumstances with Capricorn Copper on, in suspension, that that's something we need to look at. So that was something I referred to in the letter that was sort of, I guess, late February.
We have since then had a remuneration and nominations committee meeting that has considered paper on that topic that has looked at how our peers remunerate non-executives, and we are considering, I guess, recommendations coming out of that at the next board meeting after this. We wanted to listen to shareholders today and also proxy advisors in the run-up to this to get their feedback on this issue. But, in summary, it is something that we will be making some adjustment to. The second part, I think, was commenting on the non-exec share plan, I think. So, shareholders will be aware perhaps that we're now. It didn't start this year.
I forget how long it's been going, but probably the best part of two years, at least now. So a fixed amount of non-executive fees, AUD 40,000 worth, are invested into shares at the market price on a quarterly basis. And that's part of a mechanism to see non-execs build their shareholding in line with other shareholders.
Thank you, Martin. Cliff, any further questions online?
We have one further question, Owen. Again, it's a shareholder, Stephen Mayne. "We would have had a strike if EMR hadn't voted. Did we get legal advice as to whether that was appropriate, given two EMR nominees on the board are paid by the company? Doesn't this mean EMR is effectively voting on the pay of its own people?
Sounds like another one for you, Martin.
Okay. Well, I think the short answer is, I'm not conscious of us taking any legal advice on that. EMR are a shareholder, and they're entitled to vote, as any other shareholder, I would have thought. I'm not sure that all of that was correct, was it, Cliff, in terms of the payment of fees to the EMR representatives?
Yeah, I mean, I might take this one and add to your answer, Martin.
Thank you, Cliff.
So the details of the fees paid to the nominee director, the directors on the board who were nominated for appointment by EMR, are set out in the remuneration reporting in some detail. In terms of the notice of meeting, we set out the voting exclusions that apply to each of the resolutions. And suffice to say that we're satisfied that the voting exclusions applied for today's resolutions are consistent with the law. We will not comment on legal advice taken by the company.
Thank you. And, was that point right about the strike? No.
Well, we don't do hypothetical counts-
Yeah
Including or excluding shareholders, Owen. We take the poll result as it stands.
Yeah. Thank you. Any further questions, Cliff?
That's the last online question, Owen.
Thank you. Are there any questions queued via the phone?
Currently, there are no questions on the phone.
Thank you very much. Any questions from shareholders in the room? That's no questions from people in the room. We will now move to Resolution 2, the issue of 2023 STI, short-term incentive, performance rights to Peter Albert. The resolution shown on the screen seeks shareholder approval for the award of performance rights to Peter Albert, 29Metals retired Managing Director and CEO, under the company's 2023 short-term incentive plan, as detailed in the notice of the meeting. A voting exclusion applies to this resolution, as set out in the notice of meeting. Proxies received are set out on the screen. The directors unanimously recommend the shareholders vote in favor of the resolution. Cliff, have any questions been received online?
No, Chair. No, no online questions for this item.
Thank you. We have received— Are there any questions on the phone?
Currently, there are no questions on the phone.
I would now invite any shareholder questions on this item, in the room. Excuse me. There are no questions within the room, so that's all clear. We will now move to resolution number three, the issue of securities under the 29Metals Equity Incentive Plan. The resolution shown on the screen seeks shareholder approval for 29Metals Equity Incentive Plan, which provides a framework to award employees with equity-based remuneration and the issue of securities under 29Metals Equity Incentive Plan for a period of three years. A voting exclusion applies to this resolution, as set out in the notice. Proxies received are set out on the screen. The directors unanimously recommended, recommend that shareholders vote in favor of this resolution. Cliff, any questions been received online?
Owen, there are no online questions for this item of business.
Thank you. Are there any questions via the phone?
Currently, there are no questions on the phone.
Are there any questions from shareholders in the room? There are no questions from shareholders in the room. We will now move to Resolution four, the re-election of Jaqui McGill as a director. This resolution seeks shareholder approval for Jacqui's re-election as a director. Jacqui has been director of the company since 2021, and her background and qualifications are included in the notice of meeting on our website and in the 2023 annual report. Proxies received are set out on the screen. The directors, with Jacqui abstaining, unanimously recommend the shareholders vote in favor of this resolution. Cliff, are there any questions from online?
No online questions for this item, Chair.
Are there any questions queued on the phone?
Currently, there are no questions on the phone.
Are there any questions from shareholders in the room? One question, Peter.
Owen, it would be nice to hear from Jacqui. It would be lovely to hear from Jacqui as to her contribution to the company, and what she sees as the challenges going forward for the company.
Thank you, Peter. And, I can assure you, Jacqui's contribution is just terrific at the board table, and at all of the meetings, and as, particularly as chair of the Sustainability and ESG, Committee. And I would invite Jacqui to maybe say a few words as per Peter's, Peter Halstead's question. Jacqui, if you'd like to do that for us today.
Thank you.
Thank you.
Thank you, Chairman. So, my contribution comes through my 30-plus years in operational experience, leading large organizations within the resource sector, and more recently, of course, my board portfolio that I have across the resource industry. In regards to 29Metals, I think the focus on operational discipline is paramount. Key to that, of course, is safety and how we create an environment where our people can prosper and develop and grow in a way that's supportive, that enables them to be at their very best. With regards to sustainability matters, we are dealing with, you know, our emissions and planning our way ahead. But really importantly, over the past year, it's been supporting the team on their decisions and actions to mitigate the water issues at Capricorn Copper.
So certainly feel that those contributions from myself and the other board members are valued by the management team, and together, we're working on very strong and solid solutions to resolve those issues.
Thank you, Jacqui. And I should add there that Jacqui's background, experience, and capability in this industry is just sensational, and having run Olympic Dam for BHP, one of the world's largest copper and gold operations, so that's invaluable. But also background and experience in other Aussie and offshore operations, gold, copper, and other commodities, including bulk commodities. So, very, very good. Thank you. Thank you, Peter, for that. Are there any further questions from within the room? No. So we will now move on to the final resolution, Resolution Five, the re-election of Martin Alciaturi as a director. This resolution seeks shareholder approval for Martin's re-election as a director.
Martin has been a director of the company since 2021, and his background and qualifications are included in the notice of meeting, on the website, and in the 2023 annual report. Proxies received are set out on the screen. The directors, with Martin abstaining, unanimously recommend that shareholders vote in favor of this resolution. I now invite questions on this item. Cliff, are there any questions received online?
Owen, there are no questions online for this item of business.
Thank you. Any questions on the phone?
Currently, there are no questions on the phone.
Thank you. Any questions in the room? Are there any questions in the room? Peter.
Be nice to hear is the outlook and some views about the challenges for the company. Thank you.
Thank you, Peter. And Martin has, well, the background and history are clear, and Martin has actually already demonstrated he's across the subject this morning in terms of the Remuneration Committee Chair, and other matters at the board table. Martin, would you like to add further to that?
Sure. Thank you, Owen. Thank you, Peter. My background is primarily corporate finance, and executive roles in sort of financial executive roles in the resources industry also. I guess the last 12 months or so with 29Metals has been quite busy, in particular from sort of my field, both the transition from Peter Albert to James coming on board and the recruitment of a new CEO, but also the entitlement issue last year. So, hopefully been able to contribute something to those processes. In terms of going forward, obviously, you know, a new CEO, and a new world, not really exactly the world we wanted to be in with Capricorn Copper and suspension, obviously.
So we obviously need to make this business work, at least for the time being, on just Golden Grove, effectively. And we need to be looking at ways to, I guess, strengthen the business, one way or another, through this process. And, you know, you saw, in the last week or two, an additional finance facility, put in place by the team. So I think, I think financial management, I think growth, you know, looking at new investment decisions, Gossan Valley, you know, decisions around tailings facilities and the money to go into them. Inorganic opportunities, I think, I think there'll be plenty more challenges.
Hopefully, as we've seen with the improved pricing environment, hopefully, that holds for a little while, and we can make the most of it.
Thank you, Martin. So, ladies and gentlemen, that brings us to the end of the formal business of the meeting. We do have some time now for general questions, not related to the formal business. Before I open up to questions, a reminder to shareholders and proxy holders in the room to complete your voting on the back of the yellow attendance card. For shareholders and proxy holders participating online, please complete your voting, and remember to press the submit button before you disconnect from the meeting. After dealing with any general questions, I will declare the poll closed for the resolutions, at this meeting. With that, I'll now invite shareholders to raise general questions, not specifically related to the formal business. For those joining online, please ensure you submit your questions now. Those using the phone can dial in. Dial star one to ask a question.
Let's start with a couple of questions received prior to the meeting, which I'll ask Cliff to read out.
Thank you, Owen. We have three further questions received prior to the meeting. The first question: What actions have been taken in the last two years to reduce environmentally damaging emissions, and what actions are planned?
Thank you for that question, Cliff. I will now ask the Chair of the Sustainability and ESG Committee, Jacqui McGill, to provide a brief answer to that question.
Thank you, Chairman. Thanks for the question. So as a future-facing commodity, 29Metals is deeply connected to delivering on emissions reductions. Two years ago, we published our TCFD roadmap, in which we stated our Scope 1 and Scope 2 emissions. Internally, we're working through our Scope 3 in terms of baselining. But I will say that subsequent events through 2023 and the environmental challenges that we experienced at Cap Copper have, I guess, been the focus of our attention in the sustainability committee. So certainly, a good solid plan, but we're dealing with higher priority issues for the sustainability of the operation right now, while still doing the baseline work to ensure that we understand where our opportunities are to reduce our emissions and to be able to publish our Scope 3 emissions to the right timetable.
Thank you, Jacqui. And of course, we are in the copper business, which is absolutely central to the energy transition, which in itself is an emissions reduction thematic. So, Cliff, any further questions?
Yes, I'll answer the second of three questions prior to the meeting. Will it be possible to return Capricorn Copper to reliable, sustainable production that is unlikely to be shut down by increasingly frequent high rainfall events? If so, can you provide some ideas as to how this might be achieved?
Yes, thank you for that question. I will now ask our new CEO, James Palmer, who has been on the job for all of three weeks, but certainly visited Capricorn Copper recently to answer that question.
Great. So the short answer is yes, and as Owen said, I've been up there, boots on the ground at Capricorn Copper. Certainly we, with the priorities and plans that I'd outlined, dealing with the water is number one, and the team have already made significant progress. There, be that water diversions, be that our ability to treat and evaporate and release the water on site. Again, just the sheer magnitude of the event was clear to me when I turned up on site. That's number one.
We need to work really closely with the regulator around each of our solutions, but particularly our ability to release water, and I've met with the Coordinator- General, and we've got some solid plans in place there. Medium term then, the water treatment facility. So at the moment, we've got temporary facilities. We need the permanent solution, so the water treatment plant that we've announced and spoken with shareholders, and then we need the long-term life of mine tailing solution. So we get those right. We've got the imperatives, and I've been speaking, particularly with the regulator there, their shared imperatives, so that we can safely and sustainably restart Capricorn Copper. So yes, and we've got some good plans and some heavy lifting out of us.
Very good. Thank you, James. And a just terrific resource base there and wonderful people, the work that they've done, and great prospectivity. We've already demonstrated that with the discovery at Mammoth East. So long-term future, just got to get it back into right shape. Take the opportunity to reset software, hardware, infrastructure, and relationships with everybody. So the opportunity is right there. Is there a further question, Cliff?
There is, Owen. This is the last of the questions received prior to the meeting, and then we have some online questions. The last question prior to the meeting is, do you have contingency plans should mining in Chile become more difficult due to issues such as political unrest, mine boycott by locals or unsustainability?
Thank you for that question. I'll take that one. I mean, Chile is a very strong operating mining environment for copper, particularly. It produces the largest copper producer in the world. We have a highly prospective Red hill project right down south of Chile, that at the moment is effectively in holding pattern as we are sort of refraining from further exploration and other discretionary expenditure there. But we do believe it's a very valuable tenement. It already has a resource, a copper and silver resource on it. And there's oodles and oodles of upside there, but it's basically on hold at this time. The operating environment in Chile is where we've.
Most of our directors have actually operated there one way or another, and many of our staff. It is never simple, never easy in Chile, but it does, it is so prospective that it's a bit hard to avoid. It also has water issues, sort of the opposite of what we have, certainly at Capricorn right now. Labor availability has been tight. Pretty tight here, too. Would be better here in Australia, actually. And as for the regulator, yes, they have their job to do, so we're forever working with the regulator in both environments. So at this time, that is our plan for Red hill in Chile. Cliff, are there any further questions online?
Yes, Chair. So we have a series of online questions, the first of which comes from shareholder Linda Cheng. To which countries are our copper and zinc to be exported in the next two years?
To which countries are our copper and zinc to be exported to within the next two years? Was that the question?
Yes.
Okay. Certainly, zinc is exported to Australia, or rather, is sold domestically or much of it is. Some of it goes to the Northeast Asian environment, Korea, in particular. The copper concentrate goes to a number of different places, and the HPM, the lead concentrate, the high-precious metals concentrate, I think it's known as, it goes to Belgium and other European countries. So what have I forgotten there, Peter Herbert?
Well, I think you've covered it around pretty well there.
That's the plan for the next two years.
Thank you, Owen. The next online question comes from shareholder Stephen Mayne. The latest quarterly report notes an AUD 27 million stamp duty liability owed to the WA government related to Golden Grove. The mine was bought by EMR in 2017, and EMR floated 29Metals business in July 2021. How on earth was this liability not sorted before the float, and why are we seeking a payment plan from the WA government when we keep talking up the strength of our cash position? Based on an AUD 27 million provision, how much is the WA government saying that we paid for Golden Grove?
Thank you for that question, Steven. Again, we have our Chief Financial Officer in the room. Would you like to field that question, Peter? Here comes the mic.
Sure. Thank you very much for the question. I think the, just so there's clear understanding, the stamp duty provision that we've been carrying in our accounts relates to the IPO transaction, which, of course, is the input into the calculation of stamp duty itself. So the stamp duty estimate is not able to be determined until after completion of the IPO. And the company certainly moved as quickly as possible to make that submission to the relevant authorities after completion of the IPO, and certainly within the timeframes required by the authorities.
That's been with those relevant authorities for some time, and we're now working through them in terms of settling those amounts, and as we note, discussing a payment plan, as we disclosed in the latest quarterly. Clearly, events of the business over the last 12 months are a key reason why we're engaging, you know, constructively with the relevant authorities on that matter. So I think I will leave it at that. Thank you.
Thank you, Peter. Cliff?
Thank you, Owen. The next online question comes from shareholder Stephen Mayne. Australia is in the midst of an unprecedented deluge of takeovers that has seen listed entities on the ASX falling by 145 - 2,172 since June 2022, including 15 straight months of declines. There have already been 7 major takeovers completed this year, with another 18 deals announced. The ASX is losing long-standing names such as CSR, Boral, Alumina, OZ Minerals, Newcrest, Crown, and AusNet. There is a clear mispricing between public markets and private markets. Why are public markets not valuing companies like ours more highly?
Thank you. Thank you for that, rather broad general question, industry type of question. But just a, just a quick answer from my side, and I know, I know Creagh O'Connor is an expert in this field, so he's probably thinking of the right answer. But a quick, quick, quick answer is, from our perspective, of course, we are, as we would say, we are oversold and undervalued at this time. And the most important thing we can do for our share price to boost value for, shareholders here, is to actually perform. Perform against all of those things that we said we're going to do, all of those things that James outlined in terms of the plan. That's the best, that's the best way we know, to get those, valuations, up.
In terms of M&A activity, Creagh, any particular comment on that question from Stephen?
Oh, look, I mean, I think there's no doubt there's a lot of M&A activity in the resources sector at the moment, and has been for some time. I mean, if you go back to the reason why we created 29Metals, is because of the premise that there, as Stephen points out, there's a reducing number of listed mining companies in the sector. And we felt, and still do, that those that are placed in the right metals, as we are, have a great opportunity. And I think over time, they will be valued well. I mean, some are. It's hard to generalize, to say, on valuation. I think a lot of those takeovers have been by other publicly listed companies, so I think they're taking the benefit of those things.
I think that if you looked at some of the historic transactions, you'd say very good values have been achieved by companies that are listed, OZ Minerals being one of them. And we're seeing a lot of activity at the moment in BHP and Anglo. So yes, a lot of interest. Yes, I think that's the reason we created 29Metals at EMR, and we support the metals, and we think a lot of people will be after them. From our perspective, I think we've obviously had some hiccups in terms of generating the value. I think that value is still there, but we've got to focus on the areas that we've talked about, and I won't go through those again, to make sure that the investing public see that, and we deliver that. And that's our collective responsibility.
Thank you, Creagh. Cliff?
Thank you, Chair. One more online question at this time. EMR Capital, again, sorry, from shareholder Stephen Mayne. EMR Capital is our largest shareholder with a controlling 45% and has two nominees on the board, including Chair Owen Hegarty. AustralianSuper is our second largest shareholder, with 14.4%, or 101 million shares. Why doesn't AustralianSuper have a nominee on the board? And who do we deal with, we being, I believe, 29Metals, who do we deal with at AustralianSuper to get their input on the running of the company?
Well, thank you for that. There are a couple of things in there. One with respect to EMR and the two nominees. And it relates really to risk or governance. And perhaps I can ask Fiona to have a first shot, perhaps, at answering that question in respect of the governance issue there, Fiona?
Sure, Owen. There is a majority of independent, non-affiliated NEDs on the board, and the four of us certainly are very conscious of potential for conflict of interest arising with the EMR shareholding and the EMR directors. We, as a group, caucus fairly regularly without the EMR directors present. And to the extent that we identify potential conflict of interest, then we deal with that appropriately at the board. There is an established relationship deed with EMR that sets out how the relationship between the company, the EMR directors and EMR itself will operate, and the details of that relationship deed are set out in the prospectus that was issued at listing. I think that probably deals with that element, Owen.
That's fine. Thank you very much, Fiona. And the question in relation to AustralianSuper, well, we deal with the people there that manage the mining and resources portfolio, or the CEO and the CFO and our investor relations people deal with those people there, without naming names at this time. Cliff, any further questions online?
There is one further question online, Owen, and apologies, the question is a little unclear, but I believe the question is asking: are there any plans to undertake transactions that will dilute shareholders in the next two years?
Well, there are no transactions planned, whether they be corporate, M&A, funding, various other things like that, that would in one way or another dilute our shareholders. So there are no transactions and no other financial undertakings being thought of, planned, et cetera, at this time. That is the answer. So, can I now move to any, are there any questions on the phone?
Currently, there are no questions on the phone.
No, no questions on the phone. Thank you very much. And therefore, we will move to any questions from the room. Any questions from the audience? General questions in this, in the same vein. No questions within the room. I would like to add one other point, given that we've heard from James, we've heard from Fiona, we have heard from Martin, we've heard from Jacqui, we've heard from Creagh, and we've heard from Cliff. And I'm just wondering, Tamara, if that sort of in the, in the interest at least of inclusivity, we would actually love you to say a few words about your background and experience and views on 29Metals. Thank you. Tamara.
Thanks. Thanks for being inclusive. It's been quite a year for the company and for its shareholders. I think everyone here at this table has that in the front of their mind. I know I do when we approach each of our meetings, and we consider what challenges and opportunities the business has going forward. I bring 30 years in the industry. I'm an engineer. I've worked half my life in Australia and half in North America, and so I do bring a bit of a global perspective with respect to not just the commodity, but the opportunities that are out there and how we address the challenges within our business. So I appreciate I think that the hard work and the grit that our management team has put in for shareholders over the last year.
I know that it's very hard for shareholders to fundamentally take a look at the share price only, but here from, at this table, we saw what our people put in at each of our operations, and I was left with a lot of pride about how our team has performed under those circumstances. And they're environmental circumstances that are gonna increase, and we're gonna see a lot more of them around the world. And I think as an industry and as a company, we have to work out how we, how we address those challenges going forward. So I appreciate the opportunity to sit on this board, and I thank shareholders for that, and you, Owen. Thank you very much.
Okay, thank you. Well, thank you, Tamara, and terrific, as you can, you can tell, just a quick snapshot there of her, Tamara's rich background and experience in our industry. And like all of our other directors, has been through difficult things. Sort of comes with the territory a bit in the mining industry. But Tamara has had terrific experience in terms of developing and operating in North and South America, particularly Central America, where successfully built and delivered an operating mine very successfully down there. So well done with that, Tamara. Thank you very much, and thank you, Peter, for the opportunity to ask our directors to each have a bit of a go there. I will now add a couple of minutes.
I'll now allow a couple of minutes for any final questions online that might be being tapped out now, or for any final voting to be completed. While we're waiting, are there any questions shareholders wish to ask on the phone?
Currently, there are no questions on the phone.
Thank you. And finally, any further questions in the room? I think we've done that bit, so we're all clear there. So I think, Cliff, we come to the polls closing slide. We're now near the close of the AGM, at which time I will declare the polls closed, including the close of the online voting system. For those joining online, please ensure that you have clicked the Submit button on each of the five resolutions. For those joining in person, representatives of the share registry will now come and collect your yellow attendance cards. So thank you for the share registry representatives for collecting those cards. I now declare the polls closed. The results, as mentioned earlier, will be announced to the ASX as soon as they have been counted and verified.
With that, I will now bring this AGM to a close. Thank you again to all shareholders joining online, on the phone, and in person. Your questions, your continued engagement, and support, it's, it's highly, highly appreciated, your support, your encouragement, your cooperation, and your assistance. So that's highly appreciated. I must say thank you very much to my fellow directors, and James and all of his senior staff, to Peter Albert, our retiring CEO, and particularly thank you to Cliff and Naomi and the rest of the team, who've done such a wonderful job here organizing today and the smooth and efficient running of this AGM. So thank you very much.
I would now invite those people who are here with us if they'd like to join us for a lovely cup of tea. Thank you.