AGM 2021

Mar 5, 2021

Good morning or good afternoon, ladies and gentlemen, depending on which time zone you are joining us from today. My name is Susie Corlett. I'm the Interim Chairman of Aurilia Metals Limited, And I'm pleased to welcome you to this general meeting of the company. Before I begin, I wish to acknowledge the traditional owners of the various lands from which we come together today. I speak with you from the land of the Gadigal people of the Eora Nation and pay respects to their elders past and present. This general meeting has been called to consider and is broad fit, approved the giving of financial assistance to Aurelia by our recently acquired subsidiaries, DAGS Gold Mine Proprietary Limited and Big Island Mining Proprietary Limited, which owns the DARC's gold mine. Our non executive directors are present and online for this general meeting. They are Laurie Conway, Paul Harris, Helen Gillies and Bob Vasi. Our directors are joined by Gillian Nairn, our company secretary. We also have our Managing Director, Dan Clifford and our Chief Financial Officer and Company Secretary, Ian Poole, both joining us online from Aurelia's head office in Brisbane. Under our constitutional quorum for a shareholder meeting is 3 members. I am pleased to confirm we have a quorum present. And as such, I now declare the meeting open. I propose that the notice of meeting, which was made available to shareholders in early February, be taken as read. The only agenda item for today's meeting is the consideration of the resolution to approve the giving of financial assistance. As you will be aware, in December last year, Auraria acquired 2 companies, DAGS Gold Mine Proprietary Limited and Big Island Mining Proprietary Limited, which I will call the DAGS companies for convenience from here on. Aurelia partly funded the acquisition of those companies with debt finance provided by our financers, Investec, ANZ and BNP Paribas. It was a condition of that acquisition finance that the DARC companies provide security for and guarantee Aurelia's obligations under its debt finance documents. Under the Corporations Act, the giving of this security by each DARC's company constitutes the giving of financial assistance, which must be approved by the shareholders of Aurelia by special resolution. As I'm sure you will understand, participation in the business of this meeting, including the asking of questions, is confined to shareholders and those persons entitled to vote on behalf of shareholders. There will be an opportunity for shareholders to ask questions on the item business. I will now move to consideration of the formal item of business for today's meeting. The notice of meeting sets out the resolution proposed for the meeting. No notice of other business has been received in accordance with the Corporations Act. And so the only item of business to come before the meeting today will be the resolution specified in the notice of meeting. Firstly, allow me to explain today's voting procedures. As stated in the notice of meeting, I have determined that the resolution will be put to a poll. I appoint Michelle Lawrence of Automic Group, the company's share registry, who has examined and prepared summaries the proxy forms received to act as returning officer and to conduct the poll. Shareholders who have registered to vote will see instructions on your screen explaining how to log on to the online voting portal and vote on the resolution being put to the meeting today. The resolution is a special resolution, meaning that to be cast, it needs the approval of at least 75% of the votes cast. The proxies received prior to this meeting represent 633,746,543 shares or 51% of the issued capital of the company. To the extent permitted by the Corporations Act and the ASX listing rules, all valid undirected proxies or open votes that have nominated the Chairman of the meeting as their proxy will be cast in favor of the resolution. The poll and therefore the online voting portal is now open, and it will remain open until I declare the poll closed. Let me remind you that your votes must be submitted prior to the poll being closed for them to count. I will now move to the only item of business. Resolution 1 relates to the approval of financial assistance. Beginning of financial assistance by Darcz Gold Mine and Big Island Mining will allow the Aurelia Group of Companies to continue to access the bank debt made available under Aurelia's financing documents, which assists with the group's working capital requirements as well as the issue of bank guarantees to relevant government authorities in connection with our mining operations. To briefly explain the financial assistance, which is required to be provided, our finances, Investec Bank, ANZ and BNP Paribas agreed to provide financing to partly fund the acquisition of DAGS and Big Island Mining on a number of conditions, including the condition that after the completion of the acquisition, the DAGS companies firstly enter into a general security agreement under which they each grant security over all of their assets as security for the obligations of Aurelia and the other members of the Aurelia Group under its facility agreement with the financier. Secondly, enter into an accession letter and a cede to the facility agreement as guarantors, thereby guaranteeing the obligations of Aurelia and the other members of the Aurelia Group under the facility agreement and related finance documents. And thirdly, enter into an accession deed to become bound by a security trust deed between Aurelia and Investec Australia, which is a security trustee under our financing arrangements. Entry into these documents is considered to be the giving of financial assistance within the meaning of the Corporations Act. Aurelia also previously entered into similar documents with our financiers at the time of the acquisition of the Peak Gold Mine. Aurelia's directors believe it is for the benefit of the DAS Companies and the Aurelia Group as a whole for the DAS Companies to give the financial assistance by entering into the documents mentioned in order to secure and guarantee the finance given by our financiers for the acquisition of the DAS Companies. Aurelia's directors recommend you vote in favor of the resolution. The wording of the proposed resolution and the proxies received in relation to the resolution are shown on the screen. I would now like to invite any comments or questions on the resolution. Your questions are important to us. Thank you for your patience. No questions have been received on the resolution. I will now put to the meeting Resolution 1. Please record your vote in relation to the resolution by clicking the for, against or abstain voting buttons on your screen. Please click next once you have voted. As that is the only item of business, the online voting platform will now be closed. May I ask that all shareholders voting online, please ensure that you have submitted your vote. I will allow another minute before I close the poll. I declare the poll closed. The results of the poll will be declared and released to the ASX after the conclusion of the meeting. That brings to an end the business of the meeting. I would like to take the opportunity to thank you for your participation and attendance today. This was a necessary requirement under the Corporations Act for the company to meet its obligations under its financing arrangements following the acquisition of the Dargo mine. I now declare this general meeting closed.