Received confirmation that a quorum is present. I formally declare the meeting open. Also in attendance today is Mr. Todd Williams, the Managing Director – Ms. Melanie Layden, Non-Executive Director – Jose Bordonia, Non-Executive Director – and Mr. Peter Canterbury, Non-Executive Director. In addition, we have present Mr. Rajeev Chandra, our Company Secretary. The notice of meeting has been given in accordance with the company's Constitution, and copies are available for you on the company's website, the share registry's online voting site, or on the ASX market announcements platform. I will take the notice of meeting and explanatory statement as read. The format of today's meeting will be to consider the business on today's agenda. We will proceed with a Q&A session on the items of business, following which shareholders will be provided with additional time to vote on the resolutions.
As previously advised, this is a virtual meeting, and shareholders will be able to ask questions and cast direct votes at the appropriate times while the meeting is in progress. Questions received during the meeting, which are of similar nature, will be grouped and answered at the appropriate time. 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. I'll now hand over to our Company Secretary to outline the procedures for today's meeting.
Thanks, Peter. As mentioned earlier, shareholders will be able to participate, ask questions, and cast direct votes at the appropriate times whilst the meeting is in progress. Visitors and media are reminded that whilst we welcome you at this meeting, it is a shareholder meeting, and you may not make comments or ask questions. We may experience some time lag, and this may cause some delay in your text questions or comments coming to our attention. We encourage you to lodge them as early as you can. Shareholders wishing to ask questions via text, please take note of the following instructions on your screen, which you can see now. Shareholders wishing to speak and ask a question, an audio question facility is available during this meeting. Please follow this process outlined on your screen.
Regarding voting on today's resolutions, all shareholders, proxy holders, and authorized corporate representatives and attorneys who are entitled to vote will be able to do so via the webinar poll. It is important to note that if you've 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 those proxy holders, shareholders, and authorized corporate representatives who have not yet voted prior to the meeting, please cast your votes on each of the resolutions when the poll is open. For proxy holders, you will have a summary of proxy votes which will 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 the shareholder, Mr. Mullens, as the Chair of the meeting, intends to be voting these in favor of all the resolutions. When the poll is declared open, a poll window will appear. Please follow the instructions on the screen. Voting on all resolutions is allowed up until the time the poll is closed. I'll hand over back to you, Peter.
Thank you, Raj. We'll now turn to the business of the meeting. Before opening the poll, I wish to remind shareholders that the poll will remain open for an additional minute after we've considered all resolutions. I now declare the poll open. I now turn to the first resolution in today's notice of meeting, which pertains to the ratification of prior issue of placement shares. I now propose that shareholders consider and, if thought fit, pass resolution one as set out in the notice of meeting and as displayed on your screen. Proxies received for this resolution are also outlined on the slide. I now move to resolution two, which pertains to the adoption of Non-Executive Director remuneration pool. I now propose that shareholders consider and, if thought fit, pass resolution two as set out in the notice of meeting and as displayed on your screen.
Proxies received for this resolution are also outlined on the slide. We'll now go to the shareholders' questions.
Chair, we have a number of questions. The first question is from Mr. Stephen Mayne, and it relates to why has it taken you so long to seek shareholder approval when this $22.5 million placement at $0.27 was announced in November last year? The placement capacity was set to be refreshed anyway in November. In Mr. Mayne's words, it's either superfluous or you're planning another placement in the next three months. His question is, which is correct?
Do you want to answer that, Todd?
Yeah, look, I think the reality is we are expanding the board. We put out a corporate strategy in May this year. That corporate strategy is quite aspirational and is a big step for us. We've shown that with the recent appointment of Peter Canterbury, who was the former CFO of Degray. We thought it was best practice to refresh our placement capacity at the same time that we expand the net pool to make sure that we have the most flexibility in terms of attracting talent as we transition from explorer to developer.
Okay. Another question is, why weren't the retail shareholders offered an opportunity to participate on the same terms as were offered to big end-of-town institutional participants through a $30,000 share purchase plan? Will the Directors commit to considering announcing an SPP offer before we gather again at the AGM in November to demonstrate that you respect your retail shareholders and to compensate for the dilution that shareholders have suffered from past selective placements?
Sorry, was that a question or a statement?
It is a question in relation to demonstrate that you respect your retail shareholders and to compensate from the dilution that shareholders have suffered from past selective placements.
Sure. Look, I think the placement in November was an institutional-led placement. We've made a conscious effort as a very small microcap, transitioning to an institutional-grade publicly listed company. We've made a very concerted effort to institutionalize the register. That placement in November saw our institutional ownership increase from just around 4%- 5% to just under 20%, which was a major step forward for us, and it's to the benefit of all shareholders, even the small retail shareholders. In that context, we obviously had a lot of time pressure to get the placement done, which makes it very hard to offer a trailing share purchase plan under the same terms. What I will say is that that placement was completed in a period of strength in the market. We recognized that the silver price was strong and silver equities were strong.
Two weeks after the placement, all shareholders could have purchased shares on market for a price at a 20% discount to the placement price. I think it's a bit of a catch-22. I think the Board of Directors, it's our job to make sure that we raise money at the best price possible, under the strongest market conditions possible. The retail shareholders can then choose when they enter and acquire more shares, which obviously they have a lot more flexibility than we do as Board of Directors trying to manage equity financings.
Thanks, Todd. Another question is the use of three separate brokers to manage the $22.5 million discounted placement and the cash fee of 6%. The question is, was this the most cost-effective way to raise capital? I think that's really the question because I think we've answered the other one about SPPs normally carry no exorbitant fees. Was there a competitive tender run on the 6% fee?
The answer is yes. That is the most cost-effective way to raise capital for a sub-$100 million junior on the ASX.
I think the reason we went to the three brokers too was we had a relationship with two of them, and then we were bringing Kenna Court in to help bring in institutional support. There was a reason why, and it was partly historical that we'd dealt with Taylor Collison and SCP before, and SCP had brought Eric Sprucken, who was a big shareholder from North America.
Thank you. The last question is, as we have it, is using the increase in the fees and how that's going to be used to retain and attract independent directors. I will not allow the remaining question about one of the directors. The other question was, the registered away from, I confirmed that Vistra's office still is under Vistra's office. Vistra has moved, but I'll come back to the question. How are you intending to use the $100,000 increase in the fee cap to retain and attract more independent directors?
Put simply, I think we're moving from obviously being an exploration company, where we prioritize expertise on exploring, delineating resources to a company that is now moving into more technical aspects of mining, including metallurgy, engineering, et cetera. Our goal over the next six months, six to twelve months, is to bring one or two additional Non-Executive Directors or at least corporate advisors who can assist us and provide board oversight into those aspects of engineering and feasibility.
Okay, thank you, Todd. Chair, we don't have any more questions.
This concludes the Q&A session for the formal part of the meeting. We will now provide shareholders with an additional minute for poll voting to be completed.
The poll is now closed.
Okay. As the additional time is up, I now declare the poll closed. Once the results of the poll have been processed, we will announce the results later today on the ASX market announcements platform. This concludes the formal business part of the meeting. Since the company has not received notice of any other business, I declare the meeting closed. Thank you for your attendance and your continued support.