TIDMNYO
RNS Number : 8749J
Nyota Minerals Limited
03 July 2017
For immediate release
3 July 2017
NYOTA MINERALS LIMITED
RESULTS OF GENERAL MEETING AND COMPANY UPDATE
Meeting results
In accordance with ASX Listing Rule 3.13.2, the following
resolutions were voted on by show of hands or poll, as indicated
below, by shareholders at the General Meeting of Nyota Minerals
Limited (Nyota or Company) held at 10:30am (Sydney time) on Monday
3 July 2017 (Meeting). Resolution 1 (Appointment of Mr James
Patrick Normand as a Director) and Resolution 6 (Authority to issue
Shares) were ultimately withdrawn from consideration at the
Meeting.
Capitalised terms not defined in this announcement have the
meaning ascribed to those terms in the notice of general meeting
and accompanying explanatory memorandum dated 30 May 2017
(Notice).
The dominant purpose of the Meeting was to approve the
restructure of the Company's balance sheet and provide for
shareholder approval to enter into a long-term brokerage and
adviser relationship with Peterhouse Corporate Finance Limited
(Peterhouse).
A substantial amount of time and costs have been expended in
working through the complex issues that were the subject of the
Meeting and it was disappointing that the number of shareholders
voting was not as high as expected.
The consensus of the Meeting was largely to reject the Company's
capital raising plans and the issue of shares and warrants to
Peterhouse and its clients as indicated below.
# Resolution Outcome Voting
--- ----------------------------------- ------------ --------
2 Consolidation of Shares Not carried Poll
--- ----------------------------------- ------------ --------
3 Authority to issue Shares Not carried Poll
--- ----------------------------------- ------------ --------
4 Authority to issue Loan Conversion Not carried Poll
Shares(1)
--- ----------------------------------- ------------ --------
5 Authority to issue Warrants Not carried Poll
--- ----------------------------------- ------------ --------
7 Authority to issue Shares Not carried Poll
--- ----------------------------------- ------------ --------
8 Ratify a past issue of Shares Carried Show of
hands
--- ----------------------------------- ------------ --------
9 Approval of Share based payment Carried Show of
to Mr Jonathan Morley-Kirk hands
--- ----------------------------------- ------------ --------
10 Approval of delisting from Carried Show of
ASX hands
--- ----------------------------------- ------------ --------
Note 1: While Resolution 4 was carried on a poll, it failed as
it was dependent on the passing of Resolution 3 which was not
carried. See below for more information.
In accordance with section 251AA of the Corporations Act 2001
(Cth), the total number of valid proxy votes received in respect of
each resolution that was put to the meeting is set out in the
attached report.
Company update and ASX de-listing
The uncertainty caused by the vote at the Meeting and the lack
of support for the board's activities has resulted in a situation
where the board acknowledges that a strategic renewal is
required.
Resolution 1 relating to the re-election of Mr Normand was
withdrawn. Under the Australian Corporations Act, the Company is
required to have at least 3 directors. Given this requirement and
the fact that Mr Normand is entitled under the Company's
constitution to remain in office, Mr Normand will remain on the
board until another director is appointed by the board.
While Resolution 2 was not passed, it is the intention of the
board to engage with shareholders and provide more information on
the value to them and to the Company in proceeding with a
consolidation of shares at a later date, subject to obtaining
shareholder approval at that time.
The passing of Resolution 4, prima facie provides for the
conversion of the GBP200,000 loan from Bigdish Ventures Limited to
shares in the Company at a price of GBP0.0002. However as detailed
in the Notice this Resolution 4 was dependent on the passing of
Resolution 3. The board will seek legal advice on this and also
liaise with Mr Aidan Bishop, Chairman of Bigdish Ventures Limited,
on the loan conversion. Mr Bishop has indicated that he will
continue to work with Nyota to ensure that the Company continues
its work-out in a measured and orderly manner.
The effect of Resolutions 3 and 4 not passing means that the
Company's ability to raise further capital has been curtailed in
the short term. Nonetheless the Company will continue to
investigate opportunities to add value to long-suffering
shareholders.
It is noted that Resolution 10 to delist from ASX was passed and
therefore the Company intends to proceed with the removal of the
Company from the official list of ASX and the associated sale of
small unmarketable holdings (UMPs). Shareholders will receive
further information on these processes in accordance with the
following indicative timetable. The date for de-listing is still to
be agreed with ASX, but will be no earlier than 3 August 2017.
Action Date
----------------------------------------------- -----------
RECORD DATE for the purposes of determining 6 July
holders of UMPs
----------------------------------------------- -----------
Dispatch of notice to shareholders regarding 12 July
delisting on ASX and sale of UMPs
----------------------------------------------- -----------
EFFECTIVE DATE of delisting on ASX 3 August
----------------------------------------------- -----------
First date UMPs can be sold by Nyota 28 August
----------------------------------------------- -----------
Dispatch of share certificates to shareholders 30 August
post-delisting and dispatch of notice
regarding converting shares to depositary
interests on AIM
----------------------------------------------- -----------
Last date for sale of UMPs by Nyota under 10 October
Schedule 5 of the constitution
----------------------------------------------- -----------
Mr Sergii Budkin, Nyota's Non-executive Chairman, added that
"the board remains focused on securing new business opportunities
and appropriate financing in order that our shareholders can look
forward to a constructive corporate future".
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 956/2014.
For more information please visit www.nyotaminerals.com or
contact:
Andrew Wright Director, Nyota Minerals etruscancap@gmail.com
Limited
----------------- -------------------------- ----------------------
Michael Cornish Beaumont Cornish Limited +44 (0) 207
James Biddle Nominated Advisor 628 3396
----------------- -------------------------- ----------------------
Lucy Williams Peterhouse Corporate +44 (0) 20
Eran Zucker Finance Limited 7469 0930
----------------- -------------------------- ----------------------
NYOTA MINERALS LIMITED
Results of General Meeting
(ASX Report)
Monday 3 July 2017
As required by section 251AA(2) of the Corporations Act 2001
(Cth) the following statistics are provided in respect of the
resolution on the agenda.
Note the resolutions were decided by a show of hands or poll as
set out below.
Manner in which the securityholder directed the proxy vote (as at proxy close) Manner of vote
-------------------- ------------------------------------------------------------------------------- ---------------
Resolution Votes Votes Votes Votes
For Against Discretionary Abstain
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
1. Appointment of This resolution was withdrawn -
Mr James Patrick
Normand as a
Director
-------------------- ------------------------------------------------------------------------------- ---------------
2. Consolidation of
Shares 9,898,519 263,131,488 667,705 654,630 Poll
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
3. Authority to
issue Shares 9,898,519 263,222,387 576,806 654,630 Poll
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
4. Authority to
issue Loan
Conversion Shares 188,632,578 85,142,958 576,806 0 Poll
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
5. Authority to
issue Warrants 41,539,069 231,581,837 576,806 654,630 Poll
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
6. Authority to This resolution was withdrawn -
issue Shares
-------------------- ------------------------------------------------------------------------------- ---------------
7. Authority to
issue Shares 41,539,069 231,581,837 576,806 654,630 Poll
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
8. Ratify a past
issue of Shares 79,155,193 193,960,713 576,806 659,630 Show of hands
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
9. Approval of
Share based
payment to Mr
Jonathan
Morley-Kirk 220,801,488 52,947,348 576,806 26,700 Show of hands
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
10. Approval of
delisting from ASX 257,272,563 16,109,983 576,806 392,990 Show of hands
-------------------- -------------------- -------------------- ------------------- -------------- ---------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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