The meeting is in progress. We have complied with the relevant requirements for convening this meeting, and we confirm that a quorum is present. As the time is now 3:33 P.M., I formally declare the meeting open. I'd like to introduce the company's directors, Mr. Oliver Kleinhempel, Non-Executive Chairman. Mr. Stephen Layton, Non-Executive Director. Mr. ZP Yeo, Non-Executive Director. Mr. Stephen Weir, Non-Executive Director. And Mr. Craig Bradshaw, Managing Director. I would also like to introduce our Chief Financial Officer, Mr. Jonathan Kort, and newly appointed General Counsel, Virna Trout. The notice of EGM has been provided to shareholders in accordance with the company's constitution, and a copy is available on the company's website and the ASX market announcements platform. I will take the notice of meeting and explanatory statement sent to shareholders as read. The format of today's meeting is a compliance meeting.
Only those questions related to the formal items of business of the meeting will be addressed. If you have any questions which you feel were not addressed at today's meeting, we invite shareholders to contact the company via phone or email. The order of business today is a Q&A voting and poll procedure overview, consideration of the formal business on today's agenda, and then we will proceed to a Q&A session on the items of business. Following which, shareholders will be provided an additional 30 seconds to vote on the resolutions. Shareholders will be able to participate via the live webcast of the meeting. Shareholders can ask questions and cast direct votes at the appropriate times while the meeting is in progress. I will now outline the poll voting and Q&A procedures for today's meeting.
With regards to the poll procedures, we will open voting at the commencement of the formal business so that you can cast your votes during the formal business section of the meeting. For those proxy holders, shareholders, and authorized representatives who have not voted prior to the meeting, please cast your votes with each of the resolutions when the poll is open. Questions. Shareholders wishing to ask a question, select the Q&A icon located at the bottom of your screen and type in your question to ask. Type in your questions in the Ask a Question box and press the send arrow. Your questions will be addressed at the appropriate time. Shareholders wishing to speak and ask a question, an audio questions facility is available during the meeting. Please select Raise Hand.
The Raise Hand icon located at the bottom of your screen, and you'll be placed in a queue and authorized to speak when we reach the Q&A session. Voting. Regarding voting on today's resolutions, all shareholders, proxy holders, authorized corporate representatives, and attorneys of shareholders who are entitled to vote will be able to vote to do so via the webinar poll. For those proxy holders, shareholders, and authorized corporate representatives in attendance via the webinar forum who have not yet voted prior to the meeting, please cast your votes on each of the resolutions when the poll is opened. A voting box will open on your screen on launch of the poll.
It is important to note that if you have lodged a proxy form and voted prior to the meeting, you do not need to vote again at this meeting unless you wish to change your proxy instruction. For proxy holders, you have a summary of proxy votes which detail the voting instructions, if any, for the items of business by completing the voting via the webinar poll. When instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. Where the chair has been appointed proxy on behalf of shareholders, the chair intends to vote in the manner disclosed in the notice of meeting and proxy form. When the poll is declared open, a poll window will appear. To vote, simply select the direction in which you'd like to cast your vote. The selected option will be marked.
To submit your vote, simply click the Submit button. You will have the ability to change your vote up until the end of voting, up until the end when voting is closed. We will now turn to the formal business of the meeting. If you have questions on any items of business, please follow the questions process as previously outlined. We will address your question at the conclusion of the formal business. I now declare the poll open, which I will just do now. The poll is now open. I now refer to resolution one, which relates to the ratification of new shares. In respect of this item of business, the proxies received are displayed on your screen. I move that shareholders consider, and if thought fit, pass the ordinary resolution.
We move on to resolution two, which relates to the approval to issue new shares to Mr. Stephen Layton or their nominee as a Director of the company. In respect of this item of business, the proxies received are displayed on your screen. I move that shareholders consider, and if thought fit, pass the ordinary resolution. Moving on to resolution three now, which relates to the approval to issue shares or new shares to Mr. Craig Bradshaw or their nominees as a Director of the company. In respect of this item of business, the proxies received are displayed on the screen. I move that shareholders consider, and if thought fit, pass the ordinary resolution. Moving on to resolution four, which relates to the approval to issue new shares to Mr. Stephen Weir or his nominee.
As a Director of the company in respect of this item of business, the proxies received are displayed on the screen. I move that shareholders consider, and if thought fit, pass the ordinary resolution. Moving on to resolution five, which relates to the issue of new shares to Oaktree Capital Management, L.P. In respect to this item of business, the proxies received are displayed on the screen. I move that shareholders consider, and if thought fit, pass this ordinary resolution. I refer to resolution six, which relates to the issue of securities under the company's incentive plan. In respect to this item of business, the proxies received are displayed on the screen. I move that shareholders consider, and if thought fit, pass the ordinary resolution.
Moving to resolution seven now, which relates to the approval of the issue of performance rights to Director Managing Director Craig Bradshaw. In respect of this item of business, the proxies received are displayed on screen. I move that shareholders consider, and if thought fit, pass the ordinary resolution. Resolution eight relates to the approval of an issue of options to Director Oliver Kleinhempel. In respect to this item of business, the proxies received are displayed on screen. I move that shareholders consider, and if thought fit, pass the resolution as an ordinary resolution. Resolution nine, which relates to the approval of an issue of options to Director Stephen Weir. In respect of this item of business, the proxies received are displayed on the screen. I move that shareholders consider, and if thought fit, pass this ordinary resolution.
I refer to resolution 10, which relates to the approval to issue options to Director Stephen Layton. In respect of this item of business, the proxies received are displayed on the screen. I move that shareholders consider, and if thought fit, pass the resolution as an ordinary resolution. Moving on to resolution 11, which relates to the approval to issue options to Director ZP Yeo. In respect of this item of business, the proxies received are displayed on screen. I move that shareholders consider, and if thought fit, pass the resolution. Moving on to resolution 12 now, which relates to the approval of the issue of options to Director, Managing Director Craig Bradshaw. In respect of this item of business, the proxies received are displayed on screen. I move that shareholders consider, and if thought fit, pass the resolution as an ordinary resolution.
I refer to resolution 13 now, which relates to the non-board endorsed candidate seeking election. In respect of this item of business, the proxies received are displayed on the screen. I move that shareholders consider, and if thought fit, pass the ordinary resolution. Okay, I'm just gonna take a sip of water. That is all the formal resolutions. Now we can move to shareholder questions. Reminding you that this is a compliance meeting, and the questions will be restricted to those questions. I'm going to have a look. There's five questions that I can see that have come through. The first one from Steven is in relation to Craig, and I think you might be best to answer this one.
It's just: Why was the AGM delayed when it was originally announced in December, on December 5th, that an AGM would be held in late January or early February? Why is it delayed until March 16? Also
Yep
If the meeting is being recorded, will a copy of the webcast be available or made available?
On the first part of that, I can explain. We originally looked to have the meeting or planned to have the meeting towards the end of January, giving the shareholders the appropriate notice in accordance with ASX listing requirements. However, due to the issues that we've previously announced to the market in regard the calculation of capacity and the issues that the ASX raised in regards the error that was made in the calculation of capacity, we were not able to issue the announcement of meeting until such time as that issue had been fully resolved with the ASX, and that the delay in the notice of meeting, and therefore the holding of this AGM, was as per instruction from ASX to wait until that was resolved, and then to move ahead with the meeting.
The notice of meeting was issued post the announcement that we'd made to the markets in regard to the error in the calculation of the available capacity and the corrective actions that ASX had placed on us and that we had undertaken as part of that outcome. That's what resulted in the delay in the meeting. In regards to the recording of the meeting, I think that's one more for Tony.
Thanks, Steven. I think in the past the company hasn't done so and placed those webcasts on the website. It's something we assess each time as to whether we believe it will provide benefit to those shareholders, and I think we'll undertake to review that as an ongoing item for the next meeting. Next question from you, Steven, is around the December 2025 placement that raised around AUD 34 million. The question relates to why retail shareholders weren't offered an opportunity to participate. Steven here is also highlighting that those who did participate with the share price now at around AUD 0.36 are sitting on a significant profit in just over three months.
He's noting that Euroz, for instance, were shareholders that were new clients, if you like, prior, as in new investors prior to that announcement. He's also asking whether a suitably discounted share purchase plan for retail investors will be announced before the next AGM.
Yep. Back in, I think May last year, I'm correct, stand to be corrected, we did do an SPP in May on the back of the raise that was done in May. That wasn't, I think probably only 50%-60% of eligible shareholders participated in that. Equally, there were question marks around our capacity towards the end of the year and the timing within which we needed to get that done, given the situation that the company was in terms of liquidity and solvency. It needed to be done expeditiously, and as a result, we went to the market to raise AUD 25 and ultimately was able to take AUD 34 due to the interest in the company.
I think the fact that the stock has gone up since then, you know, it's easy to look back in hindsight and see what happened as post, but there's no certainty that at the time we did that raise, that what would happen in the tungsten market post that would occur. Certainly, having removed liquidity and solvency issues from the company that we were facing in December has been a catalyst for the potential rerating of the stock, in light of what has happened since in terms of the market. We currently have no plans from a capital raising perspective.
Obviously, in future, should events occur that a capital raising is required, we will look at what is the best and most appropriate method to raise funds at any given point in time, and that will be considered by the board at that time and may well include an SPP for retail investors at some future point in time should capital be required.
Thank you. Thanks, Craig. There is a question here from Steven that does not relate to the business of the meeting today, so I am not gonna put that one forward. I will go to the next one from Robert. "Is it reasonable to offer options at AUD 0.05 to directors when the current price is sitting around AUD 0.36?" is his question. Now, just to correct that, Robert, this was a participation in the December raise at AUD 0.05. The options are not issued as an exercise price of AUD 0.05. Should share options not be an incentive to get the share price increase considering the share price is as Robert's point here? It looks to me like there's a AUD 1 million bonus to directors.
I believe that any share options at the current point in time should be at a current price, not at a share price that is 15% of the current share price.
I'll take that. The AUD 0.05 per share for directors participating in the raise in December, and that is subject to shareholder approval, and therefore, this shareholder approval is approving the participation of the directors in the raise that occurred in December, which was at AUD 0.05. The directors having participated are obligated to pay AUD 0.05 in accordance with what the raise was then, irrespective of what the share price did post that event. The other aspect of this was when the board met to consider the issuance of another round of options. Fundamentally, what we're looking to do is have, you know, the directors as well as employees throughout the company consider themselves as owners and be aligned with shareholder outcomes.
When the discussions were occurring in regards that the share price was actually less than the AUD 0.15 that was applied upon the options, so the options were out of the money when the board had the meeting to discuss it. Due to the delay in the issuance of the notice of meeting, share prices performed much better than that, and that delay was due to the ASX taking into account considerations of prior events from I think July through to September. Those delays resulted in the fact that the actual share price moved ahead of the meetings the board had in regards approving the pricing at AUD 0.15. Point noted in terms of creating incentivization is about placing a price above what the then trading share price is.
Okay. We do have one more here from Steven that I think is appropriate for today's meeting, and that is around his platform for election. Steven believes that his standing was censored, and his criteria for being put up for election was censored and not included in full in the notice of meeting. Question is really directly what legal advice did you receive to say that this was appropriate? Basically, he's saying here that he was standing for the better treatment of retail shareholders in capital raisings effectively. Now, did you wanna take that one, Craig? I can add if you like, but to what was considered here.
I'll let you answer that one, Tony, please.
Sure. This was raised with the board actually, Steven, just so you know, and we felt that your bio, which wasn't censored in any way, basically provided shareholders with the appropriate information to consider whether you are a director with the appropriate experience, if you like, and expertise to be elected. The other information that you included was pointing out where you felt that retail shareholders had been hardly dealt with previously. That was more of an opinion if you ask me, and we did seek legal opinion that that wasn't required to be included. It was more of an opinion of your own, and that didn't need to go in the notice of meeting for people to consider your election, or for shareholders, I should say, to consider your election.
Now, there's also one more here from Steven on the last one. It relates to China's, I guess, position in the market for tungsten. This does not relate to the meeting, or the business of the meeting, so I'm happy to take that off-line, Steven, and ask maybe for a response to come back to you.
Yeah, look, it's a good set of questions that Steven's raised there. Happy to take those offline.
Okay
Give feedback on it. Yeah, there is a lot of global sensitivity around Chinese ownership. We are conscious of it. Obviously various government authorities are also conscious of it. ZP is a Singaporean citizen. He's not, to our knowledge, a member of the Chinese Communist Party, nor a Chinese citizen. I think it needs to be recognized that obviously just because of people's ethnicity in Asia, it does not mean that they have links to the Chinese Communist Party or that they support or should be banned from ownership due to those ethnicities. I think we have to be mindful.
We are aware of it though, all the same, both from a customer perspective as well as from Australian Government perspective, and we remain fully compliant with the Government requirements. We'll come back to some of the specific questions you've asked Steven, separately.
Okay. That comes to the end of the questions, the Q&A session. Therefore, we will provide shareholders now with an additional 30 seconds to vote before we close out the meeting. Okay. All right. I now declare that the poll is closed. Once the poll results have been processed, we will announce the results later today on the ASX announcement platform. We thank you for your attendance, and we look forward to your continued support. Thank you, everyone.
Thank you all. Stay safe. Thank you.