Okay. Good morning, everyone. I believe we're live. Good morning, ladies and gentlemen. It's 10:00 A.M., and we have the necessary quorum present. I welcome you and declare this annual general meeting of Sheffield Resources Ltd open. My name is Bruce Griffin. I am Chairman of the company, and it is in this capacity that I am chairing today's meeting. Today, we are very pleased to welcome those of you participating online through our virtual meeting platform provided by our share register in the MUFG Corporate Markets. We also welcome those of you who are here today and able to join this meeting in person with us. Should we experience any technical issues today with the online platform, it may be required depending on the number of shareholders being affected. If this occurs, I shall advise you accordingly.
Before proceeding with the business of meeting, I would like to welcome my fellow directors joining us here in person today and also online. Mr. Mark Di Silvio presides as the Company Secretary. A representative from the company auditors, HLB Mann Judd, is also available to answer any questions from shareholders regarding the financial statements. Now, moving to the meeting formalities, the notice of meeting was duly given, and the meeting has been properly convened. We will turn to resolutions later in the meeting. Please note that only shareholders, proxy holders, or shareholder company representatives may vote. If you are present in person, you will have received one of the following cards on registration: yellow for shareholders who may vote and ask questions, blue for shareholders who have already voted.
Those shareholders may not vote but may speak or ask questions, and red for visitors who are not eligible to vote or speak at this meeting but are very welcome as observers. When asking a question, please hold up your yellow or blue card and state your name. Shareholders who are present in person and who are entitled to vote have been given a yellow voting card. If you do not have a yellow voting card, please refer to the MUFG Corporate Markets staff at the registration desk. On this card, you will find a series of boxes for voting. Please indicate on your card how you wish to vote by ticking or marking the appropriate square for all resolutions that have been read. You must mark either for or against box for your vote to count.
If you're a proxy holder, a summary of the votes for which you're entitled has been provided with the yellow voting card. If you only have directed votes, you will need to do nothing other than submit the voting card. Votes at your discretion or open votes are shown in the column titled "Open Votes" on your proxy summary and can be cast at your discretion by marking either the for or against box. Those shareholders attending remotely, once you have registered, you may submit a question in relation to proposed AGM resolutions by clicking on the "Ask a Question" button, typing your question, and clicking "Submit." Please wait for instructions from the moderator. For visitors attending remotely, you're not eligible to vote or ask questions but are very welcome as observers. Shareholders who have registered and are attending remotely may click on the "Get a Voting Card" button.
Once your voting card appears, all the resolutions to be voted on will be displayed. You may need to use the scroll bar on the right-hand side of the voting card to view all resolutions. Please follow the prompts online to complete the voting card and then click the "Submit Details and Vote" button. The agenda for the meeting will be contained to formal business, including the resolutions of the meeting. Voting on the resolutions will be conducted by way of poll. Each resolution will be read, and shareholders will be given the opportunity to ask questions. The poll will then be undertaken and the meeting closed. The results of the poll will be provided to the ASX following closure of this meeting. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated.
Please refer to the virtual annual meeting online portal guide or use the MUFG Corporate Markets helpline specified. Resolutions. Ladies and gentlemen, we'll now attend to matters requiring resolution, which are outlined in the notice of meeting. I propose to call a poll on each of these resolutions, with the exception of resolution five being a special resolution. All other resolutions set out in the notice of meeting are to be considered an ordinary resolution, and as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. I advise that as Chairman of the meeting, I am holding proxies in respect of each resolution.
As advised on the proxy form, on a poll, I intend to vote all of the proxies in respect of which I have not been given specific voting instructions in favor of each of the resolutions to be put to today's meeting. The first item of business on the agenda for this meeting is to consider the company's financial statements for the year ended 30 June 2025 and the reports of directors and auditors on those statements. These statements have been circulated to members. Are there any questions in relation to the financial statements?
No.
Okay.
Yeah. The auditors are going concern questions.
Yeah. Big, big paragraph, big half of page that's going concern. I've said you've got a bunch of confidence in the directors and the company that you're able to manage. Yeah, cash flow, you have significant leeway in there to manage that. Obviously, I agree. It seems that's a very critical thing with the company to manage whether it can take the internet, especially after some recent collapses.
Yeah. The material is going to be the way to do the assets, so the capital value requirement is up to some added time. Not getting dividends coming through the equity investment. If you've been from an operational standpoint, it's significantly capital calling attention to capitalism.
Correct.
Yeah.
Different leeway here for the directors to have your confidence to manage the time.
I think the comment would be that obviously the financial statements are prepared at a moment in time, and the going concern statement isn't prepared at that moment in time. The directors have an ongoing obligation to monitor the business and ensure that we're confident that we continue to trade as a going concern. If we weren't, then we would have to take actions based on that. As we stand today, the directors continue to believe that there is a reasonable basis for the company to trade as a going concern.
Is that really stronger or less sensitive?
Given the commentary that's occurred in the market sense, it would be unrealistic to assume that it's better than it was then. We continue to hold that belief that there's a reasonable—we continue to trade as a going concern. There are no other questions. I shall move on to the next item on the agenda. The second item of business is resolution one, a non-binding resolution, which is to consider the adoption of the company's remuneration report, which is included in the financial report. Are there any questions on this resolution?
I just wanted to wear the ball without it gets to guidance drop into getting the Remuneration Report across the agenda in full detail. I don't want to be particular regarding how it's done and how you structure some of the Australian Shareholders Association, and they typically don't have any executive chairman.
Yeah. So.
What's our view on the process apart from the votes as to whether you issue yourself performance rights?
Yeah.
I'm just wondering where you get your guidance from and how you structure that performance.
Would you like me to answer that?
Yeah.
Okay. We undertake a process with a remuneration consultant, and we benchmark against peer-related companies. Those peer-related companies, we monitor from time to time to make sure they are appropriate and fit for purpose. Based on that framework, and there is quite a detailed—as you can see in the annual report, there is quite a detailed package there in terms of how we structure our remuneration for both board and executives. We structure that appropriately based on that advice from REM consultants, and that is considered by the board before those resolutions are made.
You said consultants?
Yeah. Specific to and specific to the peer base, that is particularly mining-based.
What would you consider your peer base?
They're in the annual report. That peer base of mining help is more prevalent. What we look to are developers and more juniors rather than, say, larger enterprises. Yeah. Typically fit for purpose for the market capitalization of the company spanning an appropriate three or four-year period of time. A range of other factors as well, but yeah, as described in the annual report.
I just know it's going to take long-term and short-term incentives and sort of stuff.
Yeah. Yeah. Yeah. Sorry. Do you have a specific question, or are you?
No. I just want to ask just generally about having an executive chairman or something against the president, but just having the conflict of interest there, obviously, how do you exclude?
Yes. With that, what we do have is a Lead Independent Non-Executive Director, and that is John Richards currently, and that has been the case for some time. Okay.
The Rem committee is independent.
Yeah. Okay. Yeah. Any other questions on?
No.
No. All right. Thank you. Now, please select either for, against, or abstain for resolution one on the voting card. The next item of business on the agenda for this meeting is to consider the election of Mr. John Richards as a Director of the company. Are there any questions on this resolution?
He answered that question.
He's online.
Does he want to give why he should continue?
John, are you online?
What are you doing?
Yes, I am.
Would you like to make any comment as to your election or not?
Sure. Look, I'm an experienced director. I chair Sandfire Resources, which is the largest listed copper company on the ASX. I've been a director of some large gold companies. In relation to Sheffield, I've been on the board for six years, during which time we've permitted, built, and operated Thunderbird. My skills are in strategic matters, in financing. I think that those skills are absolutely relevant to Sheffield now and in the future.
Thanks. Thanks, John. Any other questions on this resolution?
No.
Okay. Thank you. Please now select either for, against, or abstain for resolution two on the voting card. The next item of business on the agenda for this meeting is to consider the election of Mr. Gordon Cowe as a director of the company. Again, any questions on this resolution?
Could we make it?
We've got some technical difficulties with Gordon today, so he's unable to.
Interstate.
Interstate mostly.
Yeah.
Yeah. They're on business interstate, but unfortunately, they couldn't be here today.
What's that? Sheffield business?
No. They're not full-time directors at Sheffield.
Yeah.
Okay. Any other questions on that resolution?
No.
Thank you. Now, please select either for, against, or abstain for resolution three on the voting card. The next item of business is resolution four, which relates to the grant of performance rights to myself. I will hand the chair over to Mark Di Silvio for this resolution.
Okay. Resolution four is in relation to the issue of performance rights to Mr. Bruce Griffin. Are there any questions in relation to the resolution?
Griffin.
Yeah.
Are you asking Chairman about the issue of performance rights?
In particular?
On this particular island?
On this particular island,
yes. Yeah.
Are there any other questions in relation to this resolution? Thank you. Please now select for, against, or abstain for resolution four on the voting card. I will hand over the chair to Bruce Griffin for the remainder of the meeting.
All right. Thank you, Mark. The next item of business is resolution six, which is the approval of the additional 10% placement capacity. Again, questions on this resolution? Any questions online? All right. Thank you. Please now select either for, against, or abstain for resolution five on the voting card. As there are no further questions and voting will be conducted by a poll, I will now move to conduct the poll. Ladies and gentlemen, the company has adopted the ASX Corporate Governance Council guidelines, which recommend that the poll be called at all resolutions.
MUFG Corporate Markets has been appointed by Sheffield as returning officer for the poll. Representatives of MUFG Corporate Markets will now collect your completed voting cards from the floor. You must lodge your voting cards for your votes to be counted. Are there any outstanding voting cards?
Done.
No. That worked good.
I now declare the poll closed on the floor. For shareholders attending online, you will now see a five-minute countdown to finalize your votes. The results of the poll will be released to the ASX later today. As there is no further business, that concludes the formal proceedings of the 2025 annual general meeting of Sheffield Resources Limited. I thank you again for attending and declare the meeting closed.