Welcome to the 12th Annual General Meeting for Conrad. Thank you for joining for us today. It's our third AGM as a listed company. Unfortunately, today our Chairman, Peter Botten, is unable to attend the AGM. The directors have thereby appointed our CEO, Miltos, to chair today's meeting, and I will hand over to Miltos to start the meeting. Miltos.
Yeah, thank you, Dave. Welcome to you all to the third shareholder AGM since our successful listing on the ASX in October 2022. Thank you for attending, whether you are here in person or through a virtual presence in our meeting platform. We would like to remind you that this meeting is a private event strictly for shareholders of the company, the board of directors, auditors, company secretary, key management, and invitees. Recording of these AGM proceedings by shareholders in whatever form is strictly prohibited. I have been advised that a quorum is present, and now call the AGM to order. I declare the meeting open. For those who do not know me, my name is Miltos Xynogalas, and I'm the CEO of Conrad Asia Energy Limited.
I would like to take this opportunity to introduce to you the other board members who are here in the room with me today: our Executive Director and COO, Dave Johnson, together with our auditor, Michelle Chang from Moore Stephens. Our Non-Executive Director, Paul Bernard, and Mario, together with our Australian Company Secretary, are joining us virtually. Our Head of Finance, Patricia Lee, General Counsel, Sally Ting, and Singapore Company Secretary, Regine Lai, are all present in the meeting room. Shareholders who are currently accessing the AGM electronically will be treated as present and be named in the attendance list.
The notice of meeting has been circulated to all shareholders. I suggest that the notice be taken as read. As the Chairman of the meeting, I will be exercising my right under Regulation 26.10 of the company's constitution to demand that all resolutions at this meeting be put to vote by way of a poll. I will advise you of voting procedures before formal resolutions are considered later in the meeting. To start the meeting, you will hear from the board and management. We will then take any questions before proceeding to the formal items of the notice of meeting. Welcome to you all, whether you are here in person or virtually present, thanks through various media.
Now I will go with my own personal speech and the updates with regards to what the company has been doing in the last 12 months. I have the pleasure of giving you a short operational update on Conrad's activities in the last year. 2024 has been an important year for the company as we advanced our strategic vision to support the energy transition in Southeast Asia, but the year has not been without its challenges. Let's now discuss our projects in greater detail, starting from Mako. I would like to clarify that all figures stated in my speech have already been announced in the annual report, the latest quarterly report, and other referenced ASX releases. Let's get started with Mako.
The company made con siderable progress advancing the Mako project in the Duyung Production Sharing Contract during 2024. While we provided a project update at the end of quarter one of 2025, I thought it would be useful to spend a few minutes summarizing this progress for you this morning. The progress includes technical and commercial elements, and the project is currently at a stage where FID is targeted to be taken soon after the GSA has been fully signed. Key developments include the environmental permit for the Mako Project was submitted to the Minister of Environment and Forestry, and approval was granted on 22nd of January, 2024.
All FEED studies and surveys for the Mako development have been concluded. The project scope, which comprised an initial phase of development, a potential post-first production phase, remains aligned with the scope outlined in the company's IPO pr8ospectus. Mako gas will be evacuated from the production facility via a 60 km pipeline to the adjacent Kakap PSC, and thereafter will be transported through WNTS pipeline to the island of Batam. Of course, this is a new development that I will elaborate a little bit further during my speech.
The spare line, which will connect the WNTS to Batam, will be built by the domestic gas buyer. Based on the above scope and the procurement process to date, capital costs for the initial phase are estimated to be $322 million based on 100% participating interest. This figure has been broadly flat or modestly increased in line with inflation over the past year. Conrad has advanced the procurement of all major contracts and services, with this process expected to be concluded concurrently with the finalization of the GSA. First production from the Mako field is currently expected during the second half of 2027, and that will be bringing revenues to the company.
During 2024, Conrad has concluded two GSAs, one with Samcorp Gas Private Limited of Singapore, and a second one with PGN, the gas company of Indonesia, a subsidiary of Pertamina, for the domestic portion of the gas produced from the field. Both GSAs were subject to approval by the Ministry of Energy and Mines in Indonesia. After the presidential election, Indonesia changed its energy policy objectives. As a result, energy security became the priority. The government decided that all Mako gas had to be sold domestically. As has previously been reported, in line with new government policy objectives,
the ministry subsequently revoked its earlier allocation and pricing directive to sell Mako gas to Singapore and PGN, and both GSAs were terminated. Following the GSA's termination, Conrad initiated negotiations with PT PLN Energi Primer Indonesia, which is a subsidiary of PT PLN (Persero), the power generating company in Indonesia. This is a state-owned company. Upon agreeing key terms for gas volumes and prices with PLN, Conrad obtained ministerial approval for the gas volume allocation and pricing. That has been a significant milestone for us.
It is the first time that we had this ministerial approval for this domestic portion. On 21st May 2025, Conrad and PT PLN EPI, a wholly owned subsidiary of PT PLN (Persero), agreed to a binding GSA for the gas produced from the Mako gas field into Indonesia. I would like to draw your attention to how quickly the new GSA was negotiated and agreed to. SKK Migas, the government body that oversees and regulates upstream activities in Indonesia, has provided formal authorization to both buyer and seller to sign the binding document. Conrad, being a smaller organization, has obtained internal approval for the signing,
while PLN EPI and PLN are progressing well with their own approval processes. Conrad is continuously engaging with PLN to ensure timely completion of the process. Signing of the GSA is expected in the next few weeks. I would like to emphasize that Mako gas to be sold to Batam will be sold at prices equivalent to what we would have received if we sold those volumes to buyers in Singapore. The Mako gas price is linked to the Indonesian crude price, ICP, rather than the fixed domestic offtake price usually mandated for domestic sales. This is akin to Brent oil-linked liquefied natural gas pricing.
This shows the extent of the demand for our gas in Indonesia. Oil-linked prices for pipeline gas contracts in Indonesia have been uncommon. Approval of such structure for Mako demonstrates the willingness of the government of Indonesia to secure gas for local consumption whilst ensuring that the producer is not economically disadvantaged to the pricing previously approved for Mako gas to be sold both domestically and for export. Indonesia is the fourth most populous country in the world and amongst the fastest growing economies in the world.
The PLN GSA will make a meaningful contribution to aligning Indonesia's new energy policy for secure, cleaner energy. PLN is progressing with the preparations to build the pipeline, the spare line connecting the West Natuna gas transportation system to Pemping Island and link to Batam. This is a five- to seven-kilometer long pipeline. As we have always mentioned, a key component to making FID and bringing the field on stream is the introduction of a new partner in the joint venture through a farm out. The company commenced the farm out process in 2023 and attracted a large number of interested parties that performed detailed evaluation and appreciated the technical merits of the project.
However, due to uncertainties mainly related to the commercialization of the resource, offers were limited and unattractive. The finalization of the GSA with PGN, and in particular with Samcorp Gas Private Limited in 2024, increased the Mako project's profile and visibility and spurred renewed focus in the farm down process. Additionally, parties expressed interest, and the process was reinvigorated. We received non-binding offers and entered into confidential discussions with one specific party.
The GSAs with Samcorp Gas and PGN , as mentioned above, were terminated and eventually replaced by a new GSA with PLN earlier this year. Although commercially this change did not affect the project, the transition from one buyer to the other caused uncertainty to the parties that we were negotiating with and impacted their pace of evaluation. With the most recent added clarity provided by the agreed terms of the PLN GSA and the approvals by the Ministry of Energy and the authorization for signing of SKK Migas, the farm down process gained renewed momentum, and we hope that we will be able to announce a successful outcome in the next few months.
As previously advised, in Q4 of 2024, West Natuna Exploration Limited issued default notices on November 12, 2024 to its Duyung co-venturers, Coro Energy PLC and Empyrean Energy Limited, as per the joint operating agreement between the parties. For cash calls, arrears. We reached a settlement agreement with Coro, and this agreement was approved by Coro shareholders on the 14th of May 2025. The cash due to contract as part of the settlement has been received. Details of the settlement agreement have been previously announced, but the arrangement will see the transfer of Coro Duyung's 15% in the Duyung PSC to WENEL will bring WENEL's total PI in the Duyung to 91.5%.
The Mako field contains two sea contingent resources of 376 BCF, of which post-transfer 231 BCF will be net to Conrad, an increase of 38 BCF to the volume reported in our year-end 2024 annual report. Discussions with Empyrean regarding their arrears are ongoing. I would like now to turn my attention or our attention to ATSE PSC. Conrad's two ATSE PSCs have both shallow and deep water areas and have four gas discoveries in shallow water and low risk and large low risk exploratory potential in the deep water. The discovery resources in ATSE mean that Conrad has another two projects in addition to the Mako development.
These two projects, together with the exploration potential near the existing discoveries and the large deep water prospectivity, not only provide the solid foundation for future growth in the company, they increasingly attract great focus by third parties, by other companies. Key developments in the offshore Northwest Natuna and offshore Southwest ATSE PSCs include the following. In support of the Memorandum of Understanding, an MOU signed with PGN for cooperation in the provision of gas for or LNG supply and development infrastructure for gas resources from the ONWA and OSWA PSCs, Conrad commissioned an independent
study with 360 Energy to conduct a high-level screening exercise to test the technical and commercial feasibility of a small-scale LNG plant as an outlet for gas from our main, main and east discoveries. Small-scale LNG projects are now being developed across Asia by numerous companies with proven technology and active plants that support a 20-40 million cubic feet per day sales. The screening study highlights that small-scale LNG is feasible, is a feasible gas commercialization option for the existing ONWA and OSWA discovered gas due to its near-shore location and flow tested almost purely methane content.
Conrad will work with PGN to further mature the small-scale LNG opportunity for the discovered ATSE resources, as well as investigate its options for the 15 TCF of gross prospective resources in the two PSCs. The small-scale LNG commercialization is just one of the many opportunities that exist in the immediate area for the gas resources. The potential market for gas in the area is strong, and it includes refined products from mining companies where contract is engaged with potential gas buyers. On the operations front, we are planning to acquire 3D seismic survey in and around the existing discoveries in the ONWA PSC in order to increase the resource size. CPR, Competent Person Reports on Conrad's shallow water areas of two offshore PSCs have estimated
a gross 2C contingent resource of 214 BCF, out of which 161 BCF is net to Conrad. In three of the four discovered gas accumulations in the two PSCs, an environmental permit has been secured for 3D seismic acquisition in offshore ATSE. I would like now to highlight that the CPR ascribes an NPV10 of $88 million to the ATSE PSCs net to the company. That is based only on three of the discoveries that we have on the PSCs. This estimate assumes regulated domestic gas sales price, while the LNG solution would permit a sale at international market prices. I would really like to keep these $88 million in our mind when we compare it with the market cap that the company has at the moment. Additional commercialization options are also being evaluated, which include gas to power and compressed natural gas.
Finishing with the purely operational matters with regards to the PSCs, I would like to turn to the placement that we recently concluded. In May 2025, the company raised a total of AUD 9 million before costs through a placement at an issue price of AUD 0.65 per CDI by way of two tranches placement to institutional and sophisticated investors, utilizing the company's placement capacity under ASX Listing Rule 7.1. I wanted to highlight here that all directors participated in the placement and covered about one-third of the entire amount. Proceeds raised from the placement will be used to support general project costs and general administration expenses.
The successful completion of the placement will allow the company to remain well-funded through a number of near-term goals, including signing the binding GSA for Mako, conclusion of Duyung PSC farm down process, Mako FID, and maturing gas commercialization initiatives in ATSE. I would like to thank our shareholders, our staff, our partners, and contractors for the continued support as we look forward to reaching more important milestones in the coming year. Operationally, our disciplined approach to project development and cost optimization ensures we are well-positioned for the next phase of growth.
With a highly experienced leadership team and a strong foundation in place, we remain focused on executing our strategy and capitalizing on Southeast Asia's growing demand for natural gas as a transition fuel. As we look ahead, Conrad is committed to delivering sustainable energy solutions that drive economic growth and energy security in the region. As its economies transition away from coal to the cleaner burning natural gas, and we are proud to be involved in this transition. We continue to be excited about the opportunities ahead for Conrad in Indonesia and across the Southeast Asia region.
As Indonesia's economy transitions away from coal towards cleaner gas, we are proud to be involved in this transition, and the resultant strong gas demand in Indonesia underpins the value of our discovered resources and our investment thesis. Before we move to the formal agenda, I would like to ask the forum if there are any questions. If you're attending virtually and would like to ask questions, please select the messaging tab in the platform. Select "Ask a Question." Once in typing your question, once complete, please select the send icon, which looks like an orange button. Questions can be submitted at any time.
However, they may be moderated to avoid repetition and remove any inappropriate language. You may also ask audio questions by pausing the broadcast and clicking on the link under "Asking Audio Questions." For those in attendance in Singapore, please raise your hand and state your name. Dave, are there any questions from the virtual attendees?
Miltos, there are two questions both from Stephen. First one says, "The company raised $55 million from public investors at $1.46 a share in October 2022, but the shares are now near a record low of around $0.59." Chair Peter Botten has seen a lot in the oil and gas industry over the past 40 years. What does he believe are the two most important factors that have led to the share price performing so poorly?
Yeah. Can you hear me?
Yeah, I suppose I can hear you.
You can hear me. Obviously, Peter is not here with us, so I will have to answer the question myself. It has been very, very unfortunate that there have been several delays on the delivery of our projects. These delays have not been caused by underperformance of the company. They have not been caused by underperformance of the management or the board. Unfortunately, they have been caused by totally exogenous factors, and in particular, changes that we have had in the Indonesian government. The Indonesian government is our most important stakeholder. We work in the country, and we need to work with them in a very professional manner.
However, as I mentioned in my speech, changes in the government have resulted in changes in the energy policies. I personally believe that these changes are very wise. Indonesia is a growing country. The demand for gas is huge, and they need to take care of this gas rather than taking care of the exports to another country like Singapore. That has been a major difficulty. It has caused major delays to our project, to the execution, and of course, eventually to the timing of us generating revenues. That has been the main driver for the underperformance on the share as well. That's the only explanation, which I think makes absolute sense. There is nothing else that I can answer at this moment.
Miltos, Stephen's second question. The ASX has seen its listing numbers fall by almost 10% since January 2023. Given our share price is performing so poorly, does it still make sense for a Singapore-based company dealing with an Indonesian gas project to be listed on the ASX? What other options are available to the company?
Yeah, this is a bit of a difficult question. We are very much committed to remaining listed in the ASX. Certainly, we believe that it makes sense. What we need to do is to increase our portfolio. We need to not be over-focused on Mako, where all these exogenous factors are affecting our performance. We need to start working, put a lot of effort on ATSE, and that's what we are doing, where we believe that there is a lot less influence from other parties. I mean, first of all, there is only one option for commercialization, not one buyer, but only one option, which is the domestic market. We do not have to go through pipelines and infrastructure that are used by other parties. We do not have to deal with other governments.
In addition to that, Mako, sorry, ATSE is a much smaller development potentially. It has got a tremendous exploration potential, and it is something that suits our company very well. The very moment that we will be able to start delivering on these assets, I believe that the share price will find its right footing, and I believe that the ASX will be the appropriate platform for us. Any further questions? Yes, please.
Do you need to sell also to Indonesia, or for ATSE, you can sell outside of Indonesia? I'm not so clear on that one.
Yes, thank you for the question. For sure, the market is domestic, and for sure, and the reason for that is the proximity to the shoreline. If eventually the molecules will be exported, that's a completely different story. If we are talking about a big-scale LNG that will materialize from the discoveries on the deep prospects we have, on the large prospects we have in the deep waters, obviously, the molecules will go overseas. Not necessarily, but there is a very high chance of them going overseas. For the small discoveries that we have, and that is our immediate focus in terms of development, as I said, they are very close to the shoreline. We have more than one potential buyer.
As I mentioned, PGN for mini LNG, local mining companies, and even more importantly, PLN for domestic power generation that will be distributed to the entire regional network. In fact, I wanted to highlight that with PLN, we are developing a very good relationship. We're developing an excellent working report, if you want. They are showing a tremendous motivation to put an appropriate scale power plant to take our gas and, as I said, deliver the gas through the grid to the regional market. Most likely, our gas will go domestic.
Right. Mako, the government regulation dictates that it has to be sold domestically. That is for Mako, right? There is a rule that says you cannot sell to Singapore. You have to sell domestic. For ATSE, the economic reality is that even if there was no regulation like that, it makes sense to sell domestically because the project is closer on shore. For economic reasons, it makes sense to sell in Indonesia. Does the restriction in Mako that you can only sell domestically apply for ATSE as well, or is it completely
—no, there is no restriction. There is no restriction. As we all know, restrictions, decrease, and regulations tend to change in Indonesia. There is no restriction to sell everything domestic. It makes commercial sense more than anything else to sell our gas domestic. I mentioned earlier on, we have an NPV of $88 million for the discoveries that we have in ATSE. This NPV is based on a flat price, which is significantly lower than the price that we are getting from the ICP-linked sales to PLN in Mako. That tells you how attractive it is. I mean, this $88 million NPV that we have in ATSE is really very, very conservative. That refers only to the discovered resources, and it does not take into consideration at all the exploration upside, both around the existing discoveries and, of course, this very huge potential we have in the deep waters.
Can I. For the Mako farm down, there was the issue of first we're selling to Samcorp, and now we're selling domestically, so that caused some delay. Now that it's clear, the terms and all that, where do you see the main challenges with respect to the preferred partner? What's the main obstacle to concluding a deal at this point in time?
Really, the only thing that I believe is outstanding, and it will help, and again, I mentioned it in my talk, is for the buyer to see the final signature on the paper for the GSA. I believe that as soon as that is done, then soon after that, we will have a conclusion of the farm down. I wanted to say something else about that, to add a little bit more granularity to what I mentioned earlier. You would appreciate that it's not just the farm down. A big part of all this process, I mean, the aim is not the farm down itself. The aim is the FID. To take the FID, the farm down is absolutely necessary, but it is also the project financing that comes together with the farm down, no doubt about it.
However, for any financial institution to come to the conclusion that this project can be funded under what terms, they need to have 100% clarity about the final terms of the GSA. Although they know what the final terms of the GSA are, nobody's going to release anything without having the full document signed. I think we are progressing very well. At the end of the day, the GSA, as I said, is already agreed. We are very confident that it will materialize in the next few weeks, as we said. That will be a major milestone for us to progress with our project. I mean, just to go back again, all the issues that we had were related to these changes of the buyer and going back and forth. I wanted also to say something else.
Quite often, we are asked, and earlier on, there was this comment about the $55 million that we raised. A big chunk of this money was spent on legal fees and other fees related to the GSAs with Sembcorp and PGN. Of course, with the changes, all that was eventually wasted. The point I am trying to make is that the changes have been very, very detrimental to what we are doing. It is a great comfort that now all these are behind us. We will get the final document signed in the next few weeks, and we can progress.
Just one suggestion to ponder for what it's worth. Take it as a brainstorming kind of thing. I don't have a specific agenda in this, but just to relate the situation, I would say I'm not familiar with the rules of ASX and what they allow. One thing, if it is possible, maybe the board might consider in future for such placement issues at the AUD 9.65. I'm a shareholder of Pantheon, as you are aware. Sometimes, in London at least, they allow that offer to be opened up to the existing shareholders. In the case where I may not have crossed the wall or the banker may not have reached out to me, and if ASX allows, then opening it up, the offer to existing shareholders at the same terms might be an avenue to raise further financing if that's permitted by regulation.
Yes, thank you for the comment. I must admit you're not the only shareholder that has made a similar comment. The only thing I can answer here is that I understand your point. In the future, which will be a long time in the future, a long way in the future, we will take that into consideration.
Thank you. It's just a suggestion
. No, no problem at all. Any more questions, Dave?
Miltos, there's a question in relation to Resolution 7 from Stephen, but on exactly the same topic that Sanford has raised here. Stephen's asked the question in two parts, and it may as well answer it now rather than when we get to Resolution 7 for exactly the same reason. First part, why didn't we offer retail shareholders a chance to participate in this recent capital raise through a share purchase plan like we did with last year's placement? Stephen goes on, it's not too late to offer a make good SPP to retail shareholders. That leads into the second part of the question. Will you do a standalone SPP for retail shareholders before next year's AGM to make up for the dilution from our past selective institutional placement?
Yeah, thank you very much. The only thing I can answer here is that I hear you. We will raise this topic internally, and we will respond to that. I mean, I cannot give you an answer by myself here. Certainly, it is a valid question. There was a reason that we didn't do an SPP. It was a matter of simplifying the process, but it is a point, is a question, and a point that's recurring. As I said, I want to be open to all shareholders, small and big, it doesn't matter. I want to hear your concerns, and I will continue hearing your concerns. Please, whatever you have, pass it over, contact me, and we will be discussed at the board level. Certainly, we will respond in a formal way to your questions.
Questions we have online at this point, Miltos.
Thank you very much. I don't have anything else to add here.
Yes, one more.
Yes, please.
Yes, thank you, Miltos. More of a comment. I accept you can't give financial advice, but I take it from everything you've said, you think the company is undervalued at the current share price.
I made only one statement. Thanks for the question because it helps me reiterate something that I mentioned earlier. I just made a statement. The NPV10 of ATSE is around about the market cap of this company as a whole. And ATSE has never been our flagship, where all the focus has been on Mako. The fact that we have an NPV10, forget about the exploration potential, forget about everything else, on a project that has not been the focus of the company, it gives you a very clear idea about how undervalued we are. Are there any further questions? I wanted to make a last statement here. Just one last sentence, and then we can proceed with the rest.
We raised some money recently. All the shareholders, all the directors participated and participated heavily. The intention of the company is to optimize its costs, to optimize its costs further. It has already started so that the existing funds will take us well into 2026, well into 2026. We cannot be having continuous raises all the time.
That's all. Thank you very much.
All right. Hello. Hello. Okay. All right. If there are no more questions, we'll move into the formal agenda items. All votes from the CDI voting instruction forms received from shareholders who hold shares through CDIs have been received by the company's share registry, Boardroom Private Limited. These have been counted by Boardroom as the polling agent prior to the AGM. The voting results received for each resolution will be shown on the screen together with the relevant resolution as we move through each resolution. I will now open the voting for those who wish to vote at today's meeting. All voting will be done online via the Lumi platform. You should see the voting tab on your navigation bar.
To vote, simply select your voting directions from the options displayed on the screen. Your selection will change color, and a confirmation message will appear. To change your vote, simply select another option or press cancel to cancel your vote. There is no need to press a submit or send button. Your vote is automatically counted. You may vote at any time during the meeting until I close the poll at the end of the meeting. Voting for resolutions number 6,8 to 26 and 8 to 13, the company will disregard any votes cast in favor of these resolutions as stated in the voting exclusion statement of the respective resolutions in the notice of AGM dated 16th May 2025.
As the Chairman of the meeting, I propose all the resolutions tabled at this meeting to the shareholders' approval, and I intend to vote all open votes to the Chair in favor of all resolutions. Now. Sorry. Annual report of the company and its controlled entities for the financial year ended 31st of December 2024, which includes the financial report and the directors' and independent auditors' reports. The first item is to receive the annual report of the company and its controlled entities for the financial year ended 31st of December 2024, which includes the financial report and the directors' and independent auditors' reports. This item is for discussion only. It doesn't require formal approval. Are there any questions in relation to the preparation of the annual report or conduct of the audit?
Fine, Miltos.
If there are no further questions, we'll move into the first resolution. Resolution 1, re-election of Mr. Miltiadis Sinogulos. That's me. As the first resolution for today relates to my re-election, I will hand the chair over to Dave for this resolution. Please, Dave.
Thanks, Miltos. As Miltos has mentioned, the first resolution for today is the re-election, and forgive the formality, Miltiadis Sinogulos as the director of the company. Miltos was first appointed in his role on 15th of October, 2012. Miltos is a geoscientist with over 35 years of upstream experience, with more than half of that experience gained within Indonesia. Prior to founding Conrad, Miltos worked for Shell International, for Premier Oil, and for Transworld Oil in various roles ranging from technical and operational to supervisory and managerial positions. The main focus of Miltos's career has been exploration and development projects, and more recently, business development, particularly in Indonesia.
During his career, Miltos has been involved in major hydrocarbon discoveries in Southeast Asia and West Africa. Does anyone have any questions regarding Miltos's re-election? There are none online for that. Okay, so I will put the resolution to the meeting that Mr. Miltiadis Sinogulos, who retires in accordance with regulation 35.1 of the company's constitution, ASX Listing Rule 14.4, and for all other purposes and being eligible, be re-elected as a director of the company. Please submit your votes.
Your vote.
Okay. I'll now hand back the chair to Miltos. Thank you, Miltos.
Yeah, thank you, Dave. Our next resolution is for the re-election of our non-executive director, Mario Traviati. Mario was appointed on the 31st of May of 2019. Mario has close to four decades of experience in working, analyzing, and investing in energy projects around the world. He currently holds the role of advisor to the board, corporate development at Pantheon Resources, a London-listed company. Previously, he was the founding partner and vice president of business development for Great Bear Petroleum, acquired by Pantheon Resources, which operates oil and gas properties in the North Slope of Alaska.
Mario was the first vice president, Head of Energy Research, Asia Pacific at Merrill Lynch, where he supervised Merrill Lynch's research efforts throughout 10 countries in Asia Pacific, covering the oil and gas sector, utilities, refining, and marketing and petrochemicals. Prior to Merrill Lynch, Mario served as a Director of Energy Research at HSBC Securities and as a senior energy analyst with ANZ Securities. Mario began his oil and gas career working in exploration with Woodside Petroleum. The resolution and voting results are on the screen. Does anyone have any questions? I put the resolution to the meeting.
There is a question online from Stephen. For those of you that do not know this, I can see it online here. Both Paul Bernard in Boston and Mario, who has just returned to Melbourne, are both online and listening to this, but cannot speak to you directly. Stephen has asked a question regarding resolution number two. Do Mario and the founder CEO have a view on whether it is appropriate in 2025 to run a public company board with six men and no female directors? Will we appoint a female director before next year's AGM?
I mean, Mario, as you said, cannot answer. I will answer this question myself. Having females on the board is absolutely appropriate, and there is no doubt about it. It is something that we have considered, and it is something that we will need to consider further and take action. It is very unfortunate that because of the focus on operational matters, share performance, and the rest, it is a topic that we did not eventually execute. We did not eventually take action. It is one of these comments which I find very helpful that has been raised by our shareholders that we need to act upon. Again, I will take this issue to the board. We will discuss it further, and we will provide you updates at the earliest. Thank you.
There are no further questions, Miltos.
All right. Now, resolution number three, approval of directors' emoluments for 2025. Okay. The third resolution is to approve directors' emoluments for the financial year ending 31st of December of 2025. This is the total amount that can be paid to all directors. The company may not use this full capacity. However, the additional allowance provides the board with some flexibility should it wish to appoint additional directors. The resolution and voting results are on the screens. Does anyone have any questions?
There are no questions online for this resolution, Miltos.
Thank you. Resolution number four. Resolution number four is to reappoint Moore Stephens as the independent auditor of the company and to authorize the directors of the company to fix their remuneration. The resolution and voting results are on the screen. Does anyone have any questions?
There are no questions, Miltos.
I put the resolution to the meeting to reappoint Moore Stephens LLP as the independent auditor of the company and to authorize the directors of the company to fix the remuneration. Please submit your votes. All right. While you're doing that, let me continue. Special business. As no notice of any other ordinary business has been received, I shall proceed to deal with the nine resolutions that form the special business of this meeting. Resolution number five, authority to allot and issue shares. Resolution five on today's agenda is to seek approval for the directors of the company to issue and allot shares or other equity securities in the company. If this resolution is not passed, resolutions 6, 8, 9, 10, 11, 12, and 13 will be withdrawn. The resolution and voting results are on the screen. Does anyone have any questions?
I don't see that. Where are they on the screen?
Are they supposed to be on the screen, Patricia? Okay. So they are on the screen. This is the one, am I right? Yes, they are on the screen. You can see them. The resolution and voting results are on the screen now.
Does anyone have any questions? Are there any questions from?
Questions on this resolution, Miltos?
There are no questions. I put the resolution to the meeting that pursuant to section 161 of the Singapore Companies Act, 1967, the Act, and subject to the company's constitution and ASX Listing Rule 7.1 and 7.1A, authority be and is hereby given to the directors of the company to: A, allot and issue shares in the capital of the company, whether by way of rights, bonus or otherwise, and/or; B, make or grant offers, agreements, or options, collectively called instruments, that may or would require shares to be issued, including, but not limited to, the creation and issue of, as well as adjustments to, options, warrants, debentures, or other instruments convertible into shares.
At any time and upon such terms and conditions and for such purposes and to such persons as the directors of the company may, in their absolute discretions, deem fit. C, notwithstanding that the authority granted by this ordinary resolution has ceased to be in force, issue shares pursuant to any instruments made or granted by the directors while the authority was in force. D, unless revoked or varied by the company in general meeting, the authority conferred by this ordinary resolution shall continue in force. One, until the conclusion of the next AGM or the date by which the next AGM is required by law to be held, whichever earlier, or two, in the case of shares to be issued in pursuance of instruments made or granted pursuant to this ordinary resolution until the issuance of such shares in accordance with the terms of their instruments.
Please submit your votes. All right. Let me continue. Resolution number six, approval of 10% placement capacity, special resolution. Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its security holders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its members by way of a special resolution passed at its annual meeting to increase this 15% limit by an extra 10%, known as the 10% placement capacity. Resolution six on the agenda seeks approval for the company to have access to the 10% placement capacity. The directors have no current intention to issue shares under this 10% placement capacity. The resolution and voting results are on the screen. Does anyone have any questions?
Miltos, excuse me. I have a question from Stephen on this resolution. It's a bit long, so bear with me. Why are we seeking approval for an extra 10% placement capacity when the ASX Listing Rules already give us an entitlement to raise 15% in the coming 12 months, given that we are separately seeking approval today for the recent placement? Why don't we raise equity in a pro rata manner in the future, which treats all shareholders equally? By putting up this request for an extra 10% placement capacity, you are signaling more big placements in the future. Please don't do this and change your capital structures to pro rata.
Yeah. Thank you for the question. The question does not signal that we are planning to have an additional placement anytime soon, and certainly not within the ongoing year. When I say ongoing, within 2025. That's not the purpose of this resolution. This resolution just gives us some flexibility for us to execute transactions in the company with Farm-ins, with other parties. Just to give you an example, what we did recently with Coro, where as a part of the transaction, we issued some shares to them. That is the purpose of this resolution and nothing else. Please believe me, it doesn't signal anything with regards to additional placements before the next AGM.
That is not the intention at all. It just provides us with some capacity so that we don't have to go back to our shareholders if there is something very interesting as what happened with Coro recently. We took care of us again. That's the only thing. With regards to the rest of the points raised about proportional raises and everything, again, I'm taking full note of that, and we will respond. Thank you.
Better questions, Miltos.
All right. Now, where are we? Okay. We finished resolution six. Now we've got the resolution seven. Resolution seven, ratification of issue of securities in the placement under listing rule 7.1. On 8 May 2025, the company announced the placement which received strong support from existing and new institutional and sophisticated investors to issue approximately 9.3 million new CDIs at AUD 0.65 per CDI, utilizing the company's placement capacity under ASX listing rule 7.1. Resolution seven on the agenda asks for retrospective approval from shareholders for the issue of new CDIs. The resolution and voting results are on the screen. Does anyone have any questions?
Questions for this resolution, Miltos?
I put the resolution to the meeting. That for the purposes of ASX Listing Rule 7.4 and for all other purposes, security holders approve and ratify the issue of 9,338,459 CDIs at an issue price of AUD 0.65 on 8 May 2025 to institutional and sophisticated investors under the placement of the terms and conditions set out in the explanatory memorandum accompanying this notice. Please submit your votes. All right. Okay. If resolution five has not passed, resolutions 8-13 below will be withdrawn. My understanding is that resolution five has passed, from what I see so far. We can continue. In May 2025, the company conducted a capital raising to raise funds through the issue of fully paid security in the company at AUD 0.65 per security.
Resolutions 8 to 13 seek security holder approval for the issue of a further 4,507,695 securities to the directors of the company at AUD 0.65 per CDI to raise additional capital under the same terms as the CDIs under the placement. Voting exclusion statements apply to these resolutions. Please see below. I can see that the voting is there. Resolution eight is approval for the issue of securities to Director Mr. Peter Botten. The resolution and voting results are on the screen. Does anyone have any questions?
Miltos, there is a question from Stephen regarding this resolution. He states that it is all good and well to put up five individual resolutions to approve share issues to directors today, but why have we not put up a resolution for approval of the remuneration report and policies overall, as is required by public companies under Australian law? If we do choose to list on the ASX, why not be like more than 95% of ASX-listed companies and have a vote on the remuneration report? Will you do this at next year's AGM?
I will discuss it with the board and respond to that formally again. Let's continue. Yeah. I put the resolution, you can hear me. I put the resolution to the meeting to consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution. That for the purposes of ASX Listing Rule 10.11 and for all other purposes, security holders approve the issue of up to 353,847 CDIs at an issue price of AUD 0.65 per CDI under the director placement to Director Mr. Peter Botten and/or his nominees on the terms and conditions set out in the explanatory memorandum accompanying this notice. Please submit your votes.
Resolution nine, approval for the issue of securities to director Mr. Miltos Xynogalas. As this resolution relates to the issuance of securities to me, I will hand the chair over to Dave for this resolution.
Thanks, Miltos. This resolution is for the approval of the issuance of securities to Miltos Xynogalas as a director. The resolutions and voting results are on the screen. Does anyone have any questions? Tony. Yes, it's Dave. Tony,
you're absolutely right. What is stated on the PowerPoint is wrong. It should be my name there.
Thank you.
I suppose when Dave reads out the resolution itself, it will be my name.
Correct. I put the resolution to the meeting to consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution that for the purposes of ASX Listing Rule 10.11 and for all other purposes, security holders approve the issuance of 707,693 CDIs at an issuance price of AUD 65 per CDI under the director placement to Director Mr. Miltos Xynogalas and/or his nominee on the terms and conditions set out in the explanatory memorandum according to this notice. Please submit your votes. I now hand the chair back to Miltos. Thanks, Miltos.
Thank you, Dave. Resolution 10, approval for the issue of securities to Director Mr. David Johnson. The resolution and voting results are on the screen. Does anyone have any questions? If not. Oh, there is a question. Please go ahead, Tony. Yes. Thank you, Tony. We keep mentioning Peter's name. I hope that the next slides will be more correct. It's good to provide us with a little bit of a better to relax a little bit the meeting. Thank you very much for that. Anyway, let me continue here. I put the resolution to the meeting to consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution that for the purposes of ASX Listing
Rule 10.11 and for all other purposes, security holders approve the issue of 61,539 CDIs at an issue price of AUD 0.65 per CDI under the director placement to Director Mr. David Johnson and/or his nominees on the terms and conditions set out in the explanatory memorandum accompanying this notice. Please submit your votes. All right. Resolution number 11 now. Peter Botten is still there. Resolution number 11 is for the approval for the issue of securities to Director Mr. Paul Bernard. The resolution and voting results are on the screen. Does anyone have any questions? Apart from Tony.
No questions on that, Miltos.
I put the resolution to the meeting to consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution. That for the purposes of ASX Listing Rule 10.11 and for all other purposes, security holders approve the issue of 1.2 million CDIs at an issue price of AUD 0.65 per CDI under the director placement to Director Mr. Paul Bernard and/or his nominee on the terms and conditions set out in the explanatory memorandum accompanying this notice. Please submit your votes. While you're doing that, to expedite the process, I move to resolution 12, approval for the issue of securities to Director Mr.
The resolution and voting results are on the screen. Does anyone have any questions? I put the resolution to the meeting to consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution that for the purposes of ASX Listing Rule 10.11 and for all other purposes, security holders approve the issue of 1,415,385 CDIs at an issue price of AUD 0.65 per CDI under the director placement to director Mr. Jeremy Brest and/or his nominee on the terms and conditions set out in the explanatory memorandum accompanying this notice. Please submit your votes. Resolution number 13, approval for the issue of securities to director Mr. Mario Traviati. The resolution and voting results on the screen. Does anyone have any questions?
I have more of a statement than a question from Stephen. Stephen, thanks very much for being so engaged during this meeting. Stephen states, "Look, when disclosing the outcome of voting on all resolutions today, including this final item on the issuance of stock to Mario, please advise the ASX how many shareholders voted for and against each item, similar to that with an arrangement scheme. This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participant rate.
" The likes of Qantas, ASX, Suncor, Tabcorp as examples, and even the world's biggest share registry, ComputerShare, all did this last year at their most recent AGMs. Also, please disclose the proxy position earlier along with the formal addresses at next year's AGM. There is a lot more time to discuss and any material protest votes. Other than that, well done for running a hybrid AGM to maximize participation and for dealing with all of the questions comprehensively. Thanks, Stephen.
Y eah, thank you, Stephen, very much. As I said, please feel free, like everybody else, to contact me at any time you want directly. Now, where we were. Okay. I put the resolution to the meeting to consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution that for the purposes of ASX Listing Rule 10.11 and for all other purposes, security holders approve the issue of 769,231 CDIs at an issue price of AUD 0.65 per CDI under the director placement to director Mr. Mario Traviati and/or his nominee on the terms and conditions set out in the explanatory memorandum accompanying this notice. Please submit your votes. Now the conclusion of our meeting.
Voting will remain open for a few minutes. If you haven't already voted, please complete your vote before we close the poll. The results of the poll will be announced on the ASX by an ASX announcement once available later today. Ladies and gentlemen, that concludes the formal proceedings of today's annual general meeting. If there are no more questions, I will declare the poll and meeting closed on behalf of the board. I thank you for all attending and participating in today's meeting. Thank you.