TIDMBMN
RNS Number : 2835V
Bushveld Minerals Limited
08 August 2022
8 August 2022
Bushveld Minerals Limited
("Bushveld Minerals," "Bushveld" or the "Company")
Annual General Meeting Results and Appointment of Interim
Chairperson
Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated
primary vanadium producer and energy storage provider, with
ownership of high-grade assets in South Africa, announces that all
resolutions put to shareholders at the Annual General Meeting held
earlier today were duly passed.
VOTES
--------------------------------------
No. ORDINARY RESOLUTIONS IN FAVOUR AGAINST WITHHELD
------------ ----------- -----------
To receive and adopt the Annual
Financial Statements of the Company
and the Directors report and the
report of the Auditors for the financial
1 year ended 31 December 2021. 177,843,003 669,688 441,477
--------------------------------------------- ------------ ----------- -----------
To approve the Directors Fees as
reflected in Remuneration Report
and in Note 34 of the Annual Financial
2 Statements. 147,101,643 31,311,873 540,652
--------------------------------------------- ------------ ----------- -----------
That Messrs RSM UK Audit LLP be
3 reappointed as Auditors to the Company. 159,240,773 8,297,428 11,415,967
--------------------------------------------- ------------ ----------- -----------
That the Directors be authorised
to approve the remuneration of the
4 Company's Auditors to the Company. 118,496,312 32,772,715 27,685,141
--------------------------------------------- ------------ ----------- -----------
That Fortune Mojapelo shall be re-elected
as a Director, having retired by
rotation and offered himself for
5 re-election. 150,812,721 26,844,320 1,297,127
--------------------------------------------- ------------ ----------- -----------
That Tanya Chikanza shall be re-elected
as a Director, having retired by
rotation and offered herself for
6 re-election. 150,096,862 28,588,947 268,359
--------------------------------------------- ------------ ----------- -----------
That Kevin Alcock shall be re-elected
as a Director in accordance with
Article 140 of the Articles, having
been appointed by the Directors
7 in March 2022. 152,801,980 24,758,531 1,393,657
--------------------------------------------- ------------ ----------- -----------
That Mirco Bardella shall be re-elected
as a Director in accordance with
Article 140 of the Articles, having
been appointed by the Directors
8 in March 2022 152,825,649 24,744,862 1,383,657
--------------------------------------------- ------------ ----------- -----------
That Jacqueline Musiitwa shall be
re-elected as a Director in accordance
with Article 140 of the Articles,
having been appointed by the Directors
9 in March 2022. 152,860,048 24,736,176 1,357,944
--------------------------------------------- ------------ ----------- -----------
That David Noko shall be re-elected
as a Director in accordance with
Article 140 of the Articles, having
been appointed by the Directors
10 in May 2022. 152,699,837 24,860,674 1,393,657
--------------------------------------------- ------------ ----------- -----------
11 The Company be generally and unconditionally
authorised for the purposes of Articles
50.3 of the Articles to make on
market acquisitions
(as defined in Article 50.5 of the
Articles) of Ordinary Shares on
such terms and in such manner as
the Directors determine provided
that:
(i) the maximum aggregate number
of Ordinary shares which may be
purchased is 126,545,682 Ordinary
Shares;
(ii) the minimum price (excluding
expenses) which may be paid for
each Ordinary share is GBP0.01;
(iii) the maximum price (excluding
expenses) which may be paid for
any Ordinary Share does not exceed
105 per cent of the average closing
price of such shares for the 5 business
days of AIM prior to the date of
purchase; and
(iv) this authority shall expire
at the conclusion of the next Annual
General Meeting of the Company unless
such authority is renewed prior
to that time (except in relation
the purchase of Ordinary Shares
the contract for which was concluded
before the expiry of such authority,
in which case such purchase may
be concluded wholly or partly after
such expiry). 169,156,341 9,411,525 386,302
--------------------------------------------- ------------ ----------- -----------
12 The Directors of the Company be
and are hereby authorised to exercise
all powers of the Company to issue,
grant rights to subscribe for, or
to convert any securities into,
up to 421,818,941 shares (together
"Equity Securities") in the capital
of the Company being approximately
one third of the issued share capital
of the Company (excluding treasury
shares) in accordance with Article
8.3 of the Articles of Incorporation
of the Company such authority to
expire, unless previously renewed,
revoked or varied by the Company
by ordinary resolution,
at the end of the next Annual General
Meeting of the Company or, if earlier,
at the close of business on the
date falling 15 months from the
date of the passing of this Resolution,
but in each case, during this period
the Company may make offers, and
enter into agreements, which would,
or might, require Equity Securities
to be issued or granted after the
authority given to the Directors
of the Company pursuant to this
Resolution ends and the Directors
of the Company may issue or grant
Equity Securities under any such
offer or agreement as if the authority
given to the Directors of the Company
pursuant to this Resolution had
not ended. This Resolution is in
substitution for all unexercised
authorities previously granted to
the Directors of the Company to
issue or grant Equity Securities;
and 143,300,870 35,247,933 405,365
--------------------------------------------- ------------ ----------- -----------
SPECIAL RESOLUTIONS
-------------------------------------------------------------------------------------
13 If Resolution 12 is passed, the
Directors of the Company be and
they are hereby authorised to exercise
all powers of the Company to issue
or grant Equity Securities in the
capital of the Company pursuant
to the issue or grant referred to
in Resolution 12 as if the pre-emption
rights contained in Article 9.9
of the Articles of Incorporation
of the Company did not apply to
such issue or grant provided that:
(A) the maximum aggregate number
of Equity Securities that may be
issued or granted under this authority
is 126,545,682 shares, being approximately
10.0 per cent of the issued share
capital of the Company (excluding
treasury shares); and (B) the authority
hereby conferred, unless previously
renewed, revoked or varied by the
Company by special resolution, shall
expire at the end of the next Annual
General Meeting of the Company or,
if earlier, at the close of business
on the date falling 15 months from
the date of the passing of this
Resolution, save that the Company
may before such expiry make an offer
or agreement which would or might
require Equity Securities to be
issued or granted after such expiry
and the Directors may issue or grant
Equity Securities in pursuance of
such an offer or agreement as if
the authority conferred by the above
resolution had not expired. This
Resolution is in substitution for
all unexercised authorities previously
granted to the Directors of the
Company to issue or grant Equity
Securities in the capital of the
Company as if the pre-emption rights
contained in Article 9.9 of the
Articles of Incorporation of the
Company did not apply to such issue
or grant. 144,140,838 34,396,965 416,365
--------------------------------------------- ----------- -----------
That the Articles of Incorporation
of the Company be and are hereby
amended as follows:
(i) Article 105 be amended by the
deletion of the words "At no time
after Admission shall a majority
of Directors be resident in the
United Kingdom." (ii) Article 112.7
be deleted (iii) Article 130 be
amended by the deletion of the words
"(other than, at any time after
Admission, a Director resident in
the United Kingdom)" Notice of Annual
General Meeting continued Annual
Report and Financial Results 2021
163 Business Overview Governance
Financial Statements Supplementary
Information (iv) Article 142 be
amended by the deletion of the words
"All meetings of the Directors shall
take place outside the United Kingdom
and principally, in Guernsey. Any
decision reached or resolution passed
by the Directors at any meeting
held in the United Kingdom shall
be invalid and of no effect." (v)
Article 147 be amended by the deletion
of the words "either in the United
Kingdom or elsewhere" (vi) Article
151 be amended by the deletion of
the words "provided that no Directors
physically present in the United
Kingdom at the time of any such
meeting may participate in the meeting
by means of a conference telephone
or any communication equipment unless
50 per cent or more of the Directors
participating are physically present
outside the United Kingdom." (vii)
Article 152 be amended by the deletion
of the words "No such resolution
shall be valid if a majority of
the Directors sign the resolution
in the United Kingdom." (viii) Article
14 169 be deleted 158,213,348 20,120,389 620,431
--------------------------------------------- ----------- -----------
ORDINARY RESOLUTION
---- -------------------------------------------------------------------------------------
15 That, for the purposes of section
160 of the Companies (Guernsey)
Law, 2008 (as amended), the appointment
of Tanya Chikanza as a director
of the Company (in contravention
of Article 130 as it applied at
that time, as a result of her being
resident in the United Kingdom)
be and is hereby ratified. 152,684,997 25,552,942 716,229
--------------------------------------------- ----------- -----------
Appointment of New Chairperson
Following 10 years' service as a Director, Mr Ian Watson retired
from the Board and as Chairman as of the AGM.
Mr Michael Kirkwood, Senior Independent Non-Executive Director,
was elected by the Board to the Chairman role on an interim basis.
As previously announced, a formal search is underway to identify a
prospective Chairperson with the expectation that a suitable
candidate will be ratified and inducted prior to the 2023 AGM. Mr
Kirkwood's background and qualifications are described on page 68
of the 2021 Annual Report.
As outgoing Chairman, Mr Watson commented: "It has been a great
honour to serve as Chairman over the past decade and to witness the
significant evolution of the Group over that time. I am proud of
what has been achieved and confident in the continued growth of the
Company. I thank the Board, the CEO and the Executive team for its
commitment and support during my tenure and wish them all the very
best for future progress and success."
The CEO, Fortune Mojapelo, commented: "Mr Watson was the
inaugural Chairman for Bushveld Minerals when the company listed on
AIM 10 years ago. During his tenure, the Company has undergone
significant growth, transforming from an early stage exploration
company into a significant vertically integrated vanadium producer.
We wish him well and thank him for his service and leadership."
ENDS
Enquiries: info@bushveldminerals.com
+27 (0) 11 268
Bushveld Minerals 6555
Fortune Mojapelo, Chief Executive
Officer
Chika Edeh, Head of Investor
Relations
Nominated Adviser +44 (0) 20 3470
SP Angel Corporate Finance LLP & Broker 0470
Richard Morrison / Charlie Bouverat
Grant Baker / Richard Parlons
+44 (0) 20 7653
RBC Capital Markets Joint Broker 4000
Jonathan Hardy / Caitlin Leopold
+44 (0) 20 7920
Tavistock Financial PR 3150
Gareth Tredway / Tara Vivian-Neal/Adam
Baynes
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a low-cost, vertically integrated primary
vanadium producer. It is one of only three operating primary
vanadium producers, owning 2 of the world's 4 operating primary
vanadium processing facilities. In 2021, the Company produced 3,592
mtV, representing approximately 3% of the global vanadium market.
With a diversified vanadium product portfolio serving the needs of
the steel, energy and chemical sectors, the Company participates in
the entire vanadium value chain through its two main pillars:
Bushveld Vanadium, which mines and processes vanadium ore; and
Bushveld Energy, an energy storage solutions provider. Bushveld
Vanadium is targeting to materially grow its vanadium production
and achieve an annualised steady state production run rate of
between 5,000 mtVp.a. and 5,400 mtVp.a by the end of 2022. Growth
plans to expand to 8,000 mtVp.a. will be pursued, subject to
funding and market conditions.
Bushveld Energy is focused on developing and promoting the role
of vanadium in the growing global energy storage market through the
advancement of vanadium-based energy storage systems, specifically
Vanadium Redox Flow Batteries ("VRFBs")
Detailed information on the Company and progress to date can be
accessed on the website www.bushveldminerals.com
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END
RAGSSIFFAEESEEA
(END) Dow Jones Newswires
August 08, 2022 07:27 ET (11:27 GMT)
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