29Metals Limited (ASX:29M)
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Apr 28, 2026, 4:14 PM AEST
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AGM 2025

May 23, 2025

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Okay, thank you very much for that. Good morning, ladies and gentlemen. I'm Owen Hegarty. I'm a non-executive director of 29Metals Limited and Chair of the Board of Directors. On behalf of my fellow directors here, I'm delighted to welcome you all here to the AGM for 2024 AGM in 2025. This AGM is being conducted as a hybrid, designed to maximize the opportunity for our shareholders to participate. I will ask our Company Secretary, Melinda, in a minute to take us through some of the logistics for shareholders participating online. Before we begin, all welcomes, acknowledgments, and protocols are all respectfully observed, including in particular those traditional custodians nominated here where we operate and nominated on the screen. Particular acknowledgment and welcome to country.

In terms of the introduction of our board of directors here, at 29Metals, 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 fire exit for this building is the door located next to the lifts on your left and the right when exiting the meeting room. Please follow the exit signs. If we're asked to evacuate, please follow the hotel's evacuation response team staff instructions and make your way to Parliament House, which is a bit terrifying in itself, going to Parliament House, but 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, our CEO, and James will be giving an update and a presentation in a moment or two. Also, Fiona Robertson is here, and Fiona is being reelected or proposed to be reelected today. Martin Alciaturi, I should say, Martin is the Chair of the Remuneration Nomination Committee. Fiona is the Chair of Audit and Risk Committee. Creagh O'Connor is also here, along with our Company Secretary, Melinda Shiell, who will be speaking in a minute or two. Joining us on the teleconference facilities is Jackie McGill, Director, and Tamara Brown. Jackie, in fact, is the Chair of our Sustainability Committee.

Neither of those ladies were able to make it here in person today and apologize for that, but they're joining us live. So, welcome to them too. Also, in attendance are our Chief Financial Officer, CFO, Peter Herbert, and our Chief Operating Officer, Ed Cooney. Introducing the auditor, Suren, is here from the company's independent external auditor, Ernst & Young, also present. So, welcome to you, Suren. I'm advised that there's a quorum present, and we therefore declare the meeting open. The agenda for today, which we can see on the screen, will commence with a brief outline of the voting and other procedures for the meeting. After that, I'll address the meeting formally before inviting James to speak and go through the updated slides. So, we're all looking forward to that.

After James' address, we'll move then to the formal business where there will be an opportunity for shareholders to ask questions at each item. If you miss going on to one item, then you can wrap up at the end when there's an opportunity for general questions. The representative of our external auditor, Suren, is 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 performance of people, and outlook, and so on. That's a good opportunity at that time.

The details of the formal items of business are set out in the notice of meeting for the AGM, which was released to the ASX announcements platform and sent to shareholders on the 23rd of April and is taken as read. Copies of James' and my addresses have been released to the ASX announcements platform earlier today and available on our website. Following completion of the AGM, for those able to be here with us in person, please join us for the board and management for a lovely cup of tea or coffee and refreshments. I will now ask Melinda to explain the procedures for today's AGM. Melinda.

Melinda Shiell
Company Secretary, 29Metals Limited

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 who are joining via the online platform, AGM telephone line, and in person may ask questions, written and oral, at the meeting and submit votes. I will explain this in more detail shortly. For those joining via the online platform and telephone line, if you experience any technical difficulties during the AGM, please dial the number shown on screen for assistance. This number is also provided on 29Metals' dedicated AGM page on our 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 in the meeting online and on the large screens at the front of the room for those of you here today. The proxy figures shown are as at the closing time for receipt of proxies, which was 10:30 A.M. Melbourne time on Wednesday, the 21st of May, 2025. The Chair will vote all directed proxies in accordance with 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 one and two, 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 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 chair declares voting to have closed. Shareholders and proxy holders joining online are able to edit votes up until the chair closes voting, but please ensure that you click Submit to ensure your votes are counted before disconnecting from the AGM page.

For those joining in person, you will have received an attendance card at registration. Attendees entitled to vote at this AGM will have received a yellow attendance card. Your voting instructions should be completed on the back of the 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 assistance with your card, please see the registration desk staff located outside 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, questions will be generally addressed in the following order. Written questions submitted by shareholders prior to this meeting and those participating online will be addressed first.

These will be followed by questions via telephone or the online platform for shareholders participating remotely. Lastly, questions from shareholders here in the room. For those attending in person, when invited by the Chair of the meeting to ask a question, please raise your yellow or blue attendance card. A roaming microphone will make its way to you so that those joining online can also benefit from hearing your question. Please hand the microphone back to staff after you have asked your question. 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 please submit it now so that as many questions as possible can be answered during today's meeting.

We will address questions at the appropriate time during today's meeting. Please note that questions may be moderated, and if multiple questions are received on the same 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 the 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 will be made publicly available on the company's website. Thank you, Owen.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Good on you, Melinda. Very, very clear. Thank you for all of that. I refer you to the important information shown on the slide regarding the use of forward-looking statements, non-IFRS financial information, and mineral resources and/or reserves estimates. To the chair's address, Melinda, which has been actually released to the ASX this morning. Good morning once again. A privilege to stand before you all as chair of 29Metals and reflect on the past year, a year that has continued to test us, but also one that has laid the foundation for a stronger, more resilient, and highly attractive company. 29Metals was founded upon a very simple vision, which remains absolutely unchanged, and that is we aim to be a leading copper producer, developer, and explorer, offering investors exposure to attractive market dynamics for copper and other metals critical to global economic growth and the energy transition.

We remain well positioned to capitalize on the favorable long-term outlook for copper and other base and precious metals. We're confident we're in the right place with the right commodities, with a terrific outlook for copper and other base and precious metals. Plenty of economic growth coming at us over the next multiple decades, the energy transition, and of course, now with the whole technology revolution coming at us via AI and other technical areas. 2024 was a year of renewed momentum at Golden Grove, with productivity gains and disciplined cost management that enabled us to deliver improved year-on-year operational and financial outcomes. We met our full-year guidance for production and site costs. The continued ramp-up of Xantho Extended, the construction of Tailings Storage Facility 4, and investment decisions for Gossan Valley during the year are all achievements that progressively optimize the asset for the longer term.

We know that we must continue this positive momentum to strengthen our operations, to continue to deliver results, and most importantly, to continue to build trust with all stakeholders, particularly our shareholders. At Capricorn, it was a year to reset. We have taken critical steps towards reducing water levels, which is a vital step towards the restart of operations and unlocking the full value of this asset. It has been a tremendous effort by the team on tackling the complex water management. James will talk to it, that particular challenge at Capricorn. There are no quick fixes, but we are making solid progress, and our focus remains on reducing water levels and positioning the site for a safe, successful, and sustainable restart as soon as we possibly can. Our operational efforts during 2024 were further supported by a successful balance sheet reset.

In December 2024, we refinanced our senior debt facilities and completed an AUD 180 million capital raising with strong backing from existing and new shareholders, and we thank you very much for all that. The additional liquidity provided by the debt refinancing and equity raising will, among other things, fully fund the development of Gossan Valley, with first stope expected during the second half of next year. The Gossan Valley project has strong economics and will provide increased flex to our mining schedule as a new, relatively shallow, independent mining front at Golden Grove. You have got another mining front up there, and it is just terrific to see that mine really blossom out even further. The progress made through 2024 has placed 29Metals in a much stronger financial position and sets us up for the future.

Of course, one of the most significant developments in 2024 was the appointment of our new CEO, James Palmer. James, alongside a strengthened leadership team, has brought fresh focus to our business priorities and strategic objectives. We have a clear plan for future growth across our assets, and we are committed to delivering on it. These are the commodities at the heart of the opportunity. It is copper, obviously. As the world electrifies, we are going to need a lot more copper, and we could bang on about that all day, but we will not. Red gold, as they say, is copper, and you can never, ever have enough good, low-cost, long-life copper assets. We have two of them, and they are continuing to grow.

We are continuing to grow our mineral inventory of high-grade copper, along with zinc and other critical minerals, all the rage at the moment, critical minerals and metals and commodities, and we have a lot of them, all of which have positive long-term fundamentals. Of course, having the right people and the right culture with the business is critical, ensuring we make the most of the opportunities ahead of us. We remain committed to fostering a workplace where safety is obviously paramount and where our employees feel valued and respected. Throughout the year, we saw firsthand the strength of our company culture. The challenges at Capricorn Copper over the past two years have really tested us, but they have also reinforced the dedication, resilience, and teamwork of our people.

Our people are the heart of 29Metals, and their commitment to our shared vision is what will drive us through to success, continued success. On behalf of the board, I want to extend my sincere thanks to our executive and management teams, our employees, and our contractors, and our advisors, and our bankers, and various others for their unwavering commitment to this company. I'm proud of the team that we've built over these last several years and every confidence in their ability to restore and grow the value of 29Metals. Finally, to you, our stockholders, we deeply appreciate your patience and your continued support, particularly through the equity raise. Your confidence in us is not taken lightly, and we're focused on delivering the results you deserve in the weeks, months, and years ahead.

We certainly have the assets, and we have the people, and we have the opportunity, so that's what we're going to be doing. 2024 marked a turning point for our company. It was a year of challenge and change, but it was also a year to reset, to refocus, to rebuild, to strike out on a clear path that guides us towards a very bright future. As we move into 2025, we're in 2025, we're excited by the opportunities ahead and look forward to sharing our progress with you at any time. Our fellow directors and I look forward to the opportunity to speak with you, those who are particularly attending in person, after the meeting and at any time for that matter. We are open for business. Thank you very much for that. I now invite our CEO, James, to address the meeting. Thank you, James.

James Palmer
CEO, 29Metals Limited

Thanks, Owen.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thanks, James.

James Palmer
CEO, 29Metals Limited

Right. Yeah, good morning, everyone. Thanks for joining us today. When I joined 29Metals in May 2024, I stepped into a company that had faced significant challenge in its short life as a listed entity. I said at the time when I was just three weeks in role, but I also saw something else. I saw potential, and Owen's spoken to some of that. Potential in our strong values, potential in our compelling vision, potential in our copper-focused assets with significant upside, and potential in the team. It's a team that has consistently demonstrated resilience through a lot of adversity over the time. I got in, spent time looking at the challenges, but also the opportunities that we had, and became very clear what our immediate priorities needed to be for the remainder of 2024. Firstly, safety. Safety first always. Secondly, delivering on our commitments.

Thirdly, strengthening the balance sheet. Three very clear priorities, and by applying discipline and focusing on what we could control, we made significant progress. Closing the year, we are having delivered against all of these priorities and setting a strong foundation for the future. These priorities shaped all of our actions during the year, and yeah, I'd like to walk you through how we turn them into tangible results. Safety first, it is a core value of 29Metals. Safety is and always will be our highest priority. We do continue to strengthen our safety systems, including the development of more robust critical control verifications. These ensure that our major risks are known, understood, controls are in place, and that they are effective. This disciplined approach makes a difference. Between the first and the second half of 2024, we reduced significant incidents by over 40%.

Safety can be measured in many ways: time in the field, investigation quality, but the true measure of safety performance is continuous improvement. In the year, some of the lagging indicators had increased early in the year, but by the second half, we saw a marked reduction in injuries, and that's a positive trend that we will continue to build on. At Capricorn Copper, the transition to suspension of operations, it was difficult. The way our team responded, focusing on safety, maintaining environmental compliance, and progressing water level reductions, it speaks to the discipline and commitment of our people. These are the efforts that are going to be critical to a safe, sustainable restart of operations in the future, and we are making really good progress.

Over a gigalitre of water level reduction has been achieved since the suspension of operations, and water level is now below the maximum operating level. A really important milestone towards resetting the compliance footing of the asset. Our second core priority for 2024 was execution, delivering on the commitments that we'd made. At Golden Grove, this disciplined approach to operations definitely yielded strong results. We delivered AUD 101 million of EBITDA in 2024, up 155% on the prior year. This was achieved through, yes, higher metal prices, which we welcome but do not control, and through higher metal production, which we do control. The production gains were driven by an 80% increase in ore mined from Xantho Extended. It is our highest-grade ore body.

This, in turn, led to lower unit costs, and it's a trend that we plan to continue through 2025 as the ramp-up of Xantho Extended continues. We also made a significant investment in Tailings Storage Facility 4, TSF4, which provides long-life tailings and lower deposition costs for the life of the mine. It's a facility that's now in use, and it's been in use since the March quarter. We've been delivering on our commitments quarter on quarter on quarter. As I do say to the team very regularly, let's keep the momentum going, get that drumbeat of delivery, and let's just keep adding quarters to that list. Then on to our third priority, strengthening the balance sheet. A huge effort from the team to tick that one off the to-do list for 2024.

We successfully raised AUD 180 million in equity, resetting the balance sheet and enabled a final investment decision to advance Gossan Valley at Golden Grove. As Owen said, this is an important and exciting project that will provide production flexibility and optimize the asset for the longer term. In conjunction with the successful equity raising, we also refinanced our senior debt facilities, significantly improving our near-term liquidity via the extension of the maturity profile, as well as supporting the investment in Gossan Valley with the exclusion of project capital expenditure from our near-term covenant tests. With 2024 priorities complete, our focus for 2025 is clear. We continue to remain laser-focused on delivering against our plan for 2025. That will unlock the embedded value in the 29Metals portfolio to the benefit of all stakeholders while never compromising on health, safety, and well-being.

One year and three weeks in, I'm proud to lead the 29Metals team. Over the past year, I've seen firsthand the intelligence, resilience, dedication of our team. We are building a culture that is respectful, transparent, and accountable, one where everyone in the business, from top to bottom, understands the role they play in our success. To our shareholders, stakeholders, thank you for your support as we continue to strengthen the company. I look forward to speaking to many of you today and many more over the coming 12 months. Thank you.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thanks, James. Yes. Me? I'm up. What about? Okay, very good, James. Thank you for that terrific enthusiasm with all of that and some terrific results. Quarter on quarter, drumbeat is the way. Absolutely. At the same time, expanding, getting that capital discipline over there at Gossan Valley, getting that extra mining front for Ed and the operating team gives you so much flexibility over there to continue to grow the business. The point, very important point, James, about the TSF4, one of the first times we've had that sort of runway in front of us there at Golden Grove since 1995 or whenever it opened, to have that, as far as the eye can see, you're able to keep going. Terrific to get that done. Well done to the whole team and terribly important in the mining industry. Okay, thanks, James.

We'll now move to the formal business of the AGM. As Melinda 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 poll shortly. The first item of business is the receipt and consideration of the 31 December 2024 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 31 December 2024 were released to the ASX announcements platform on 26 February 2025 and were included in 29Metals 2024 annual report. A copy of the 2024 annual report has been made available on the company's website and was sent to those shareholders who requested a copy.

I will take 29Metals financial statements for the year 31st December 2024 as having been received by the meeting and invite questions regarding the financial statements for the year ending 31st December 2024. I note that no written questions were received for the auditor prior to the meeting. Melinda, have any questions been received online?

Melinda Shiell
Company Secretary, 29Metals Limited

Owen, no further written questions have been received online.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you, Melinda. Are there any questions shareholders wish to ask via the phone?

Operator

Yeah, there are no phone questions for this item.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

What was that? Nothing?

Melinda Shiell
Company Secretary, 29Metals Limited

Nothing.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

I'll now open questions to 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. Any questions on the accounts in the room? One over here.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

Hi, morning chat. I'm Stephen Mayne. First question I've got is on the capital raising last year. Who authorized the selective briefing of the AFR's Street Talk column to reveal details of our capital raising before they were announced to the ASX six hours later?

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

The question from Stephen was to do with the selective briefing. We certainly do not do those. I think the only time you ever do that is it has got to be well and truly quarantined if you go to that sort of trouble. As far as we know, there were no selective briefings of anybody, shareholders or otherwise, Stephen, certainly not the media. No, there was no authority to do that at all, at all.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

I mean, it is a common practice in the market. It's usually done by the bankers. I'm assuming that it was either Jarden or Macquarie. It was the usual formula. You go into a trading halt, street talk then gets leaked, all the details of the raise because the investment banks are obviously trying to get it away whilst the stock's suspended. The actual slide pack, 61 slides, was not released to the ASX until like 5:00 P.M. My personal view is that the ASX should be primary and that those slide packs and things like that should go onto the ASX platform available for all shareholders, including the 5,000 retail shareholders, some of whom might be sophisticated and want to participate, before it's selectively briefed, presumably by the investment bankers, to journalists.

You can only read it if you're a subscriber and you can get behind the paywall. It's common. It's not saying you've done anything different to others, but it is a poor practice in my view. I'm just going to do a bit of a campaign to try and restore the primacy of the ASX to be told all information first and to not have a secondary announcements platform effectively running through the ASX street talk, the AFR's street talk column.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you, Stephen, for that comment. Much appreciated.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

I've got one other question on general business. Last year's AGM, we talked about the AUD 27 million stamp duty payable on Golden Grove to the WA government and that you were seeking a payment plan. Seeing as we've made AUD 101 million EBITDA this year from Golden Grove, there's been a WA election. I haven't had time to go through all the accounts, but what have we paid up that AUD 27 million? Did we get into a payment plan? I still can't work out how we floated this business for AUD 500 million with an AUD 27 million stamp duty liability out to the regulator government that's given us a license to mine the operation. Have you settled up with the WA government yet on that stamp duty?

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Yes. Let me give you a thank you for that detailed question on stamp duty. Let us give you a detailed answer. Peter, would you like to take that one? Thank you. Our CFO, Peter Herbert.

Peter Herbert
CFO, 29Metals Limited

The answer to both parts of your question, Stephen, is yes. We did have a payment plan and we have settled the liability. We chose to settle that slightly earlier, earlier than the payment plan required, having completed the equity raise in January of this year. As to your other question, I suppose tax law is what it is. You go through a fair bit of work in planning for these IPOs, but some of those imposts from governments are unavoidable and it just consists with tax law.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you, Peter. Any further questions in the room on the financials at this time? No. I think we're okay there. Melinda? Right. No further questions. We will now move to the resolutions being put to the meeting. 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 one, the adoption of the 2024 remuneration report, which is shown on the screen.

The remuneration report was included in the directors' report for the year ended 31st of December, a copy of which is included in the 2024 annual report. The remuneration report outlines 29Metals' approach to remuneration, including REM for key management personnel. Please note that the vote on this resolution is advisory only and is not binding. However, any discussion on this 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. In the interest of good corporate governance, the directors have abstained from making a recommendation regarding this resolution. Proxies received are shown on the screen. Melinda, have we received any written questions online?

Melinda Shiell
Company Secretary, 29Metals Limited

No, Chair. We've received no written questions online at this point.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Are there any questions shareholders wish to ask via the phone? To know? Are there any questions on the REM report from shareholders in the room?

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

Chair, that's a good result. 99% in favor. Who's the abstaining shareholder? Is that you and EMR? Because that's a large abstain vote at 264 million.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

The abstinence was, I think it was Boab Metals.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

That was not any form of legal situation. They have just decided to sit on the fence and not take a view. Okay. Now, I remember I raised last year, I was suggesting that perhaps EMR should not be voting because you had two board reps, but EMR has voted again today in favor of the REM report.

Melinda Shiell
Company Secretary, 29Metals Limited

That's correct.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

That's a nod? Yep. All right. Also, just finally, it's a technical issue, but it's always better to get the full proxy votes disclosed to the ASX with the formal addresses so you can ask questions and interrogate if there's been any protests. I'm hoping you might be able to do that next year. Quite a lot of big companies now do that. Just put it out there early, earlier disclosure for more fully informed debate. In light of that, because we don't know the proxies on all the items, my standard question is normally, did any of the proxy advisors recommend against any resolutions today? If they did, what were the issues that they raised? I guess I can ask that now and it might flow into the other resolutions. A broad response now on what the proxy advisors have recommended.

Presumably, they're all in favor of REM. Are they all in favor of LTI? What have they said?

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

I think it's fair to say, Stephen, that putting the proxies up here at the time during the discussion is, we believe, is, well, it's compliant with best practice and so on. We don't anticipate that we will put it well ahead, for example. In fact, it's impossible really because it's always a bit of a photo finish between getting the votes in and being able to say what they are. That's one thing. Second thing is that any discussion with the proxy advisors and so on, sort of not really for public consumption. Certainly, the voting ultimately comes through from the shareholders. We don't really propose to go into any great detail in all of that. There hasn't been, in respect of these resolutions, I can say there hasn't been a lot of backwards and forwards that we know of there. What else, Melinda?

Melinda Shiell
Company Secretary, 29Metals Limited

I'll add to that, Chair.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Yes, thank you.

Melinda Shiell
Company Secretary, 29Metals Limited

To answer your question, Mr. Mayne, we have had engagement, or we have two proxy advisors that follow 29Metals, one being CGI Glass Lewis and the other being ISS. CGI Glass Lewis voted in favor of all resolutions. ISS voted in favor of all resolutions with the exception of the remuneration report. Again, to the Chair's comments, we do not have direct engagement with ISS, but they do prepare a report.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

That's the least powerful ISS recommendation I've ever seen. Everyone's ignored it.

Melinda Shiell
Company Secretary, 29Metals Limited

Noted.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. In that case, any other questions on the REM? I think we're done there. We'll now move to resolution 3A.

Melinda Shiell
Company Secretary, 29Metals Limited

We're up to number two, resolution two. You might have jumped ahead.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

I've jumped ahead. Getting ahead of myself.

Melinda Shiell
Company Secretary, 29Metals Limited

This one here, Chair.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Oh, sorry. Yes. Okay. We will now move to resolution two, issue of securities under the 29Metals Equity Incentive Plan. The resolution shown on the screen seeks shareholder approval of 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 of meeting. Proxies received are set out on the screen. The directors unanimously recommended that shareholders vote in favor of this resolution. Melinda, have we received any written questions online?

Melinda Shiell
Company Secretary, 29Metals Limited

No online questions at this stage, Chair. Thank you.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Are there any questions via the phone?

Operator

Chair, there are no phone questions for this item.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

To nod?

Melinda Shiell
Company Secretary, 29Metals Limited

That's a nod.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Are there any questions from shareholders in the room on this resolution, number two? One over here.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

When disclosing the outcome today, would you be able to follow the lead of many other companies, including the ASX itself, Computershare, Qantas, Cormark, there is a whole bunch of them that do this now, and adopt a stick scheme-like voting disclosure where you also reveal how many shareholders voted in favor and against on top of the shares metric? This is called the headcount metric. The reason that this is important is we have just had a federal election with a 90.6% turnout rate with compulsory voting in fear of a fine. With the move away from paper, retail participation in voting at AGMs has crashed to the lowest levels ever, and companies such as Qantas are down to 1%. One way to stimulate greater retail participation would be to ban all dividends unless you vote, but that is not going to work.

The next way to stimulate it is to disclose it so that those of us who have small shareholdings see our votes published and we can send a message and you can see what the retail sentiment is. It might be 99% in favor of this item, but on those of us who voted, it might be 100% in favor and 80% against. If you disclose that, we will participate more, our sentiment will be publicized, and we may also see some structural reform, like the dividend ban, to deal with the systemic problem of chronic crashing of retail voting rates. It is a simple disclosure question. Your share registry has the data. You can simply say, "Add the data," like so many are, or you can say what old-school chairs do, "We will follow the law and do nothing more." Please embrace the transparency request.

You don't have to answer now. I asked this yesterday at an AGM and they said, "I don't know what you're talking about," and then they did it. You can just take it on board. I know you can do it. I'd love you to do it. There's a nice positive, happy to embrace disclosure philosophy to a simple transparency request.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Very good. Thank you for that comment and suggestion, Stephen. Very good indeed. Anything that we can do, of course, to encourage retail shareholders onto the register and want to own the stock, we will do, of course. Thank you for that suggestion. That is well and truly noted at this time. I can now move to no more questions on res two. I think we are on K. Thank you. We will now move to resolution three-A, the re-election of Fiona Robertson, AM, as a director. This resolution seeks shareholder approval for Fiona's re-election as a director. Fiona has been a director of the company since 2021, and her background and qualifications are included in the notice of meeting and on our website and in the 2024 annual report.

As I mentioned a bit earlier, Fiona, apart from being a highly valuable member of the board, is the Chair of our Audit and Risk Committee. Proxies received are set out on the screen. The directors, with Fiona abstaining, unanimously recommend that shareholders vote in favor of this resolution. Melinda, have we received any written questions online?

Melinda Shiell
Company Secretary, 29Metals Limited

Not at this time, Chair.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Are there any questions via the phone?

Operator

Chair, there are no phone questions for this item.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Are there any questions from shareholders in the room? Not even one.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

As the only independent director today up for election, I've got a question for Fiona about the treatment of retail shareholders in the capital raising. You often see in a stressful situation retail shareholders getting deliberately shafted and diluted structurally because the people coming in have leverage and because the retail shareholders often do not have a voice, and a lot of directors do not think about them much when structuring capital raisings in a stress situation, it is just get the money through the door. Your structure had an AUD 47.4 million placement. Obviously, placements should be followed up by a retail share purchase plan. You did not do that, so that was deliberate structural dilution of your 5,000 retail shareholders.

You'd hopefully do a rate renounceable so that with chronic lack of participation, the retail shareholders who are on holidays or do not open the mail or do not read the email will be compensated for their lost right. You did not do that. The next best thing you can do is if it is a non-renounceable, you will allow the retail shareholders who do not take up their offer, you will allow those shares to be taken up by other retail shareholders who can apply for overs and back or additional shares. Back during the GFC, it was standard for this to be unlimited. After the GFC, we started seeing caps on that. You could apply for 50% of your entitlement or 100% of your entitlement. When the fix is in and you want to maximize the retail dilution, you ban any application for overs. That is what you have done.

So, you've done the big placement, "We can't participate." You haven't done the compensatory SPP. You haven't done the renounceable. You've done the non-renounceable, and then you've banned overs, and that means there's millions of dollars of dilution. The only saving grace here is that the stock offer was at AUD 0.27 and it's now AUD 0.18, so the big end of town have taken the hit, not retail. If it had been a good offer, you'd have shafted us. In the discussions and negotiations in the boardroom, Fiona, did the treatment of retail shareholders even come up as a consideration, and why didn't you structure it more favorably, and will you now do a share purchase plan to compensate us for our very large dilution in this very large capital raising?

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you for that long question and statement there, Stephen. Very illuminating in a way in terms of actually treatment of minor, or minor, the retail shareholders. Actually, they're very, very valuable to us, no question about that. Of course, all of these things are a balance between ensuring that you've got the right scale of the capital raising, you've got the right timetable for the capital raising, and you've got the right ultimate institutions, if you like, on the register. Yes, there will be, of course, you would always expect that retail shareholders can buy stock on the market in any event. That tends to be their preference rather than participate in some of the raisings. I just wondered, the question was directed at Fiona. Fiona, would you like to make a comment?

Fiona Robertson
Non-Executive Director, 29Metals Limited

Certainly. Stephen, I share your sentiments. I can assure you that the position of retail shareholders was discussed in the boardroom at the time. As the Chair has said, one has to make a decision based on market conditions and the timing of the raising and the company's needs. I can absolutely assure you that the position of retail shareholders in a raising, any raising that the company does, is always considered, absolutely.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Thank you, Fiona. Are there any further questions with respect to Fiona? None. I will now pass the meeting over to Martin for consideration of resolution 3B.

Martin Alciaturi
Chair of Remuneration & Nominations Committee, 29Metals Limited

Thank you, Owen. Okay, we will move to the final resolution actually for today, which is resolution 3B, which is the re-election of Owen, Owen Hegarty, as a director of the company. The resolution seeks shareholder approval for Owen's re-election as a director. Owen has been a director of the company since the IPO in 2021. His background and qualifications are included in the notice of meeting and perhaps known to many of you. They are also on our website and in the annual report. The proxies received for this resolution are now on the screen, and the directors, with Owen abstaining, of course, have unanimously recommended that shareholders vote in favor of this resolution. I'll invite questions on this item. Melinda, do we have any online questions for this?

Melinda Shiell
Company Secretary, 29Metals Limited

Martin, no online questions at this time.

Martin Alciaturi
Chair of Remuneration & Nominations Committee, 29Metals Limited

Okay. Thank you. Are there any questions that shareholders would like to ask via the phone on this item?

Operator

There are no phone questions on this item.

Martin Alciaturi
Chair of Remuneration & Nominations Committee, 29Metals Limited

Okay. Thank you. Finally, are there any questions in the room on this item?

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

First question for Owen is, why didn't EMR participate in the capital raising even to the tune of AUD 1?

Martin Alciaturi
Chair of Remuneration & Nominations Committee, 29Metals Limited

Owen, I think that's directed to you if you want to.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thanks, Martin. Thanks, Stephen. It was simply given that EMR holds stock in 29Metals, holds a lot of stock, been a great supporter of 29Metals since going all the way back, and the individual assets prior to the IPO, been a very powerful supporter in terms of finance and capital strategy, people, and so on and so forth, and has participated. It was not able, given that it holds it in three different funds, it was not able to participate in the required time at that time. It is as simple as that. I get your point about maybe AUD 1, but that would not make a lot of sense in a way. We simply, EMR speaking for EMR here, not for 29Metals, EMR simply sat it out. Creagh, is that?

Creagh O'Connor
Non-Executive Director and EMR Nominee, 29Metals Limited

Yeah. No, no, there's no doubt. I mean, we're obviously very positive on the story and supportive, and we did support in the previous raise. On this occasion, just given the nature of fund one, two, and three at different life cycles, we just didn't have that opportunity in the timeframe.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

Now, it is appropriate that Creagh has participated in the answer to that question because the next question is to EMR's now over-representation on the board with control having been conceded by not participating in the capital raising. EMR's down to 23%, and you've got close to 40% of the board seats. What is the situation with board representation for Boab Metals and AustralianSuper, which at 17% and 19.9% respectively would logically, and you're only at 23%, would logically follow that they would have a single seat and that EMR would come down to a single seat, and that it's probably time to transition to an independent chair given that control of the company is now shared by three cornerstone shareholders with a collective circa 60%.

Could you deal with move to independent chair and the question of EMR's over-representation on the board at the moment now after the capital raising?

Martin Alciaturi
Chair of Remuneration & Nominations Committee, 29Metals Limited

Perhaps I might have an initial go at that, and then if you'd like to hear more from EMR, perhaps Owen might like to add. A few different pieces in there. First of all, as disclosed, I think in the original prospectus, there is an agreement in place between 29Metals and EMR, which grants EMR the right to two board members so long as their shareholding is in excess of, I forget, is it 20%? At the moment, EMR are entitled to two board seats on the company. Obviously, what that represents as a proportion of the board is more of a board matter.

At the moment, obviously, EMR prefer to exercise that right, if you like, and have those two board positions. That's the first point. Second point, as disclosed in the capital raising, Boab Metals have the right to nominate a director. I can tell you they have done that. We are working through that process, and we would expect to see a Boab Metals representative on the board in the reasonably near future. It's also the case that that same right exists for AustralianSuper. At this point, AustralianSuper have not exercised the right to nominate a director, but they retain that right. What else was in there? Chair, yes, thank you. As we have said on a number of occasions, from the outset, from the listing of 29Metals, the intent has been to move to an independent chair.

That certainly has gained momentum in the last nine or so months. As we've, I'm sure, said publicly, there is a process underway to appoint an independent chair. That is a process that involves a well-known global headhunting firm, and we are well advanced in that. This resolution obviously deals with Owen as a director, as distinct from the chair. I guess the chair role is obviously a matter for the board on an ongoing basis. I'll pause there.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

Thanks for all that, and apologies for not being aware of the independent search announcement. That's good. Question for Owen, I don't want to be ageist, but could you inform us how old you are and whether you're comfortable serving as a humble representative director and not the chair? You're a chair personality. How do you feel?

Like, are you, the John Howard question, are you committing to serve full term even if you're on the backbench, I guess, is the question? We're voting for three years. You're currently Chair. I'm guessing the nomination rights for EMR do not specify the Chair. You've agreed to come off as Chair. You're a veteran. Are we going to see you serve the full three-year term, and will you happily go to the backbench? Also on AustralianSuper, is that in writing that they have a board nomination right?

Martin Alciaturi
Chair of Remuneration & Nominations Committee, 29Metals Limited

It's certainly in writing as between us and them. Is it in writing publicly, if that's what you mean? Yeah, it was disclosed as part of the capital raising.

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

They're usually hopeless in terms of stepping up and actually being on a board. Like Gervois has gone broke and they had 30% and never set foot in the boardroom in Syrah. Investors have lost 700 million backing AustralianSuper, giving it credibility, never set foot in the boardroom. They've only stepped up at BCI, the Salt Joint Venture in the west. As Australia's biggest industry fund, they should be stepping up and not being scared. I'd invite you to tell them to get off their backsides and, having written a big check, actually get into this boardroom and steer the company and get good governance going rather than hiding in the shadows, which is what they always seem to do.

Martin Alciaturi
Chair of Remuneration & Nominations Committee, 29Metals Limited

Noted. Owen, I think there was a question in there about your commitment to a three-year journey or thereabouts.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Okay, thank you very much, Stephen. The point about Australian Super, as you say, are noted there. They certainly have that right. They've been very supportive of the company. Just in terms of my question was raised last year, and I'm still a septuagenarian, is part of the answer. I'm certainly committed, 100% committed to the company, of course, Stephen, as you would expect. You know, I mean, you might mention there the point about a veteran and so on, but there's nothing dearer to me than the corporate world, particularly in the mining sector and particularly when it comes to copper and gold. We're long both of those. Yes, we've seen a diminution in value over a period of time, but many of us have been through this.

If you've got the right assets, you've got the right people, you've got the right suite of objectives and strategy and the right vision. The opportunity is certainly there in terms of all of those metals and mining going forward. I am definitely determined to continue to support the company, stay on the board as long as the directors and shareholders will have me there, to certainly see out those three years and see a very significant improvement in value for all of our shareholders, retail, institutional, and all stakeholders for that matter, because we do have that opportunity. 100% they're behind it. We're behind you. I'm behind you.

Martin Alciaturi
Chair of Remuneration & Nominations Committee, 29Metals Limited

Thank you. It was not mentioned earlier, but maybe I will just make the comment in passing that whilst EMR obviously did not participate in the capital raise, as far as I am aware, they have not actually disposed of a share since the IPO. They remain, all three of those major shareholders have indeed been very supportive through difficult times. Are there any other questions in the room? If not, I will pass the meeting back to you, Owen.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Thank you, Martin, for that. My yellow card. Okay. No further questions. Ladies and gentlemen, that brings us to the end of the formal business of the meeting. Now, we do have some time for general questions not related to the formal business. Before I open it up to those questions, a reminder to shareholders and proxy holders in the room to complete your voting on the back of the yellow cards here. For shareholders and proxy holders participating online, please complete your voting and remember to press submit 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 of the meeting. For those joining online, please ensure that you submit your questions now.

Those using the telephone, dial star to ask a question. Let's start with questions received prior to the meeting, which I'll ask Melinda to read out.

Melinda Shiell
Company Secretary, 29Metals Limited

Thank you, Owen. We did receive one question prior to the meeting, which is as follows: Will the directors take responsibility for the poor investment performance of 29Metals by resigning from the board? Thank you, Owen.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Thank you for that question. Performance, of course, is what we would have to describe as suboptimal if the key performance indicator, the KPI, is the share price from listing to where we are today. For all reasons that have been well and truly explained and disclosed to all shareholders, to the platform, and to all stakeholders. They mainly started with the water event, the extreme rainfall event at Capricorn Copper. As James explained, we're in the process of recovering there in terms of getting the water down, continuing to receive the permits to reopen, and continuing to do the technical and engineering work to have a sustainable and safe reopening of that mine. That is a very important suite of things that we're doing.

You already heard from James in terms of the performance at Golden Grove was suboptimal, but is now actually really starting to hit its stripes over there, particularly bringing on Xantho Extended, Gossan Valley, TSF4, all of those things, and other major capital items actually have been done in terms of the underground ventilation and so on. Very well set up for long-term profitable future there. Changes in terms of the board. The board and the management team have addressed all of those issues. Those issues which have led to the suboptimal performance that the question was about, all of those things have been addressed. Indeed, the board itself, Stephen, reported where we're talking about that in terms of the chair, the independent chair. We're on that case. We're doing that work. We've got two new larger shareholders on the register, AustralianSuper and Boab Metals.

Both have the opportunity to appoint directors. You will see a refreshing over a period of time of the board, as all boards need to do over a period of time to actually get the skills and get the commitment. In terms of the skills and commitment, I have to say that the way in which people compose boards, you need the background, you need the experience, you need your capability in the mining industry, all the way through from exploration through to development through to drumbeat operations. You need that experience. It is a combination of people on the board with the oversight, with the governance, and of course, the senior management, the executive leadership team with all of that capability.

I have to say that, again, in my experience, which goes back a fair way now in terms of whether it's back in the Rio days or at the smaller end of town in the Ox and various other days, we do have a unique combination of good capability and strength at the ELT and good capability and experience and background at the board level. None of them are always looking to, it's a garden. You've got to grow it, you've got to refresh it, and you've got to weed it from time to time at all of those levels. I think we've got a wonderful combination of people. It's a question of getting that performance up. The answer to the question is the board is always looking at those sort of things. It's not just at board meetings per se.

It always has very good dialogue with James and the executive leadership team, encouraged by the management. We are certainly at one in terms of continuing to ensure that we improve our performance there. Thank you.

Melinda Shiell
Company Secretary, 29Metals Limited

Thank you, Owen.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Any final questions?

Melinda Shiell
Company Secretary, 29Metals Limited

Owen, there's been no further questions, written questions received online.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. I think if there are no further questions, Melinda, a couple of minutes for final questions online that might be being tapped out now and the final voting being completed.

Melinda Shiell
Company Secretary, 29Metals Limited

Yes.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Another question?

Melinda Shiell
Company Secretary, 29Metals Limited

We'll go for the phones first.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Are there any questions on the phone?

Operator

There are no final phone questions.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Are there any questions in the room?

Stephen Mayne
Shareholder activist, publisher and journalist, InvestSMART

Two final issues. Could you please do a share consolidation resolution at next year's AGM? The flood event, the rain, you could not control it. This company can come back and become a good, credible ASX 300 company at stock at AUD 0.18 or low of AUD 0.12 or whatever it was. It is just not a good look. You should not have more shares on issue than the Commonwealth Bank. Could you please put up a consolidation next year just to get the stock up to a buck or two? Owen, you are one of the biggest, you make a lot of big statements over the years. I just want to clarify one. I am interested in your view. You said earlier in this meeting, you talked about critical minerals, and then you said, "We have a lot of them," unquote.

Now, I'm just interested in which bucket you include critical minerals. We're all talking about critical minerals. Which of our metals do you believe are critical minerals that we have a lot of?

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Was there a first part to it? No. It was just the critical. Okay, no problem. There are a number of lists of critical minerals, Stephen. We have them in the Australian government, has a list, the federal government, the states have them as well. In the United States, they've got a, the White House has got a list of critical minerals and metals, and the USGA has got a list. The critical minerals and metals that I'm talking about here are, first of all, copper, because it's absolutely critical to, well, the world, great diversity of uses and so on and so forth. We know all that in a way, and particularly the energy transition and particularly the whole AI and technology revolution that is occurring as fast as all get out. Copper is one of them. Cobalt is another one.

Cobalt, we have a lot of cobalt actually in the ore and in the resources and in the reserves up at Capricorn Copper. Quite a lot of it. Haven't worked out yet how the, what might be the optimum recovery path for that. But that we do have effectively a lot of. In fact, you'd probably say it's one of the largest sort of deposits of cobalt in Australia, or known anyway, in terms of scale. Zinc, we think, is critical in terms of, in our definition of critical minerals and metals, because it's used primarily for infrastructure and capital growth and so on. There's going to have to be a lot more of that. It's happening, it continues to happen in China, continues to happen in India, the rest of Southeast Asia, continues to grow before our eyes. Zinc will be in there.

Gold, we actually thought that we should apply for gold to become a critical metal, because we think, Stephen, that it's critical everybody should have some gold in their portfolio. In America, rather than make it a critical metal, they made it a strategically important metal. It is close. It is not far away from becoming critical. What other critical minerals and metals, James, do we have?

James Palmer
CEO, 29Metals Limited

I think you've certainly covered a wide range of definitions of critical minerals. I think Owen's first point there, I mean, copper, you're almost starting in the story there, critical to the energy transition. That's certainly where Owen started.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Melinda, where do we go to from here? A couple more minutes? No. Thank you. And finally, are there any further questions or comments from shareholders in the room? I think we're all done. Very good. Had a good old go. Then we go to the polls closing. We are 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 resolutions. For those joining in person, representatives of the share registry will now come to collect your yellow attendance cards. Okay, so got that?

Melinda Shiell
Company Secretary, 29Metals Limited

Just one moment. I think we're done. Yes. Thank you, Owen.

Owen Hegarty
Non-Executive Director and Chair, 29Metals Limited

Thank you. Thank you to the share registry representatives for collecting those cards. I now declare the polls closed. As mentioned, the results of the AGM will be announced to the ASX as soon as the votes have been counted and verified. With that, I will also bring this AGM to a close. Thank you very much to everybody, all of our stockholders for joining online and in person for your time, questions, and your continued engagement and support. Thank you very much for that. Please join the board and management team for a lovely cup of tea and refreshments at the end of the room. Thank you very much.

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