SOVEREIGN METALS LIMITED
NEWS RELEASE I 24 NOVEMBER 2023
Results of Annual General Meeting
The Annual General Meeting (AGM) of Sovereign Metals Limited (Company) (ASX:SVM, AIM:SVML) was held today, 24 November 2023, at 10.00am (AWST).
The resolutions voted on were in accordance with the Notice of AGM previously advised to shareholders. All resolutions were decided on and carried by way of poll.
In accordance with Section 251AA of the Corporations Act 2001 and ASX Listing Rule 3.13.2, the details of the poll and proxies received in respect of each resolution are set out in the below summary.
ENQUIRIES
| Dylan Browne Company Secretary info@sovereignmetals.com |
| Nominated Adviser on AIM and Joint Broker |
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| SP Angel Corporate Finance LLP | +44 20 3470 0470 |
| Ewan Leggat Charlie Bouverat Harry Davies-Ball | |
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| Joint Brokers |
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| Berenberg | +44 20 3207 7800 |
| Matthew Armitt |
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| Jennifer Lee |
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| Tavistock PR | +44 20 7920 3150 |
| Resolution | Number of Proxy Votes | Number and Percentage of Votes cast on the Poll | Voting Method and Result | |||||
| For | Against | Abstain | Proxy's Discretion | For | Against | Abstain | ||
| 1. Remuneration Report | 5,664,686 | 22,000 | 19,101,151 | 2,471,598 | 9,795,986 | 22,000 | 19,101,151 | Carried on vote by poll |
| 2. Re-election of Director - Mr Ian Middlemas | 23,241,037 | 1,546,800 | - | 2,471,598 | 27,372,337 | 1,546,800 | - | Carried on vote by poll |
| 3. Re-election of Director - Dr Julian Stephens | 23,241,037 | 1,546,800 | - | 2,471,598 | 27,372,337 | 1,546,800 | - | Carried on vote by poll |
| 4. Renewal of Employee Incentive Equity Plan | 19,359,686 | 10,000 | 5,418,151 | 2,471,598 | 23,490,986 | 10,000 | 5,418,151 | Carried on vote by poll |
| 5. Issue of Performance Rights to a Director - Mr Benjamin Stoikovich | 4,116,886 | 1,569,800 | 19,101,151 | 2,471,598 | 8,248,186 | 1,569,800 | 19,101,151 | Carried on vote by poll |
| 6. Issue of Performance Rights to a Director - Mr Mark Pearce | 4,116,886 | 1,569,800 | 19,101,151 | 2,471,598 | 8,248,186 | 1,569,800 | 19,101,151 | Carried on vote by poll |
| 7. Issue of Performance Rights to a Director - Mr Nigel Jones | 4,116,886 | 1,569,800 | 19,101,151 | 2,471,598 | 8,248,186 | 1,569,800 | 19,101,151 | Carried on vote by poll |
| 8. Approval of Additional 10% Placement Capacity | 24,715,837 | 72,000 | - | 2,471,598 | 28,847,137 | 72,000 | - | Carried on vote by poll |
Issue of Performance Rights
Following the shareholder approval of resolutions 5 to 7 today, the Company has issued 1,750,000 unlisted performance rights to Directors as disclosed in the Notice of AGM as follows:
· 700,000 performance rights subject to the "Grant of Mining Licence Milestone" that have no exercise price and expire 31 March 2026; and
· 1,050,000 performance rights subject to the "Final Investment Decision Milestone" that have no exercise price and expire 30 June 2026.
Following the issue of these performance rights, the Company has the following securities on issue:
· 563,003,401 fully paid ordinary shares;
· 34,549,598 unlisted options exercisable at A$0.535 each on or before 21 July 2024;
· 9,110,000 unlisted performance rights subject to the "Definitive Feasibility Study Milestone" expiring on or before 31 October 2025;
· 3,150,000 unlisted performance rights subject to the "Grant of Mining Licence Milestone" that have no exercise price and expire 31 March 2026; and
· 4,150,000 unlisted performance rights subject to the "Final Investment Decision Milestone" that have no exercise price and expire 30 June 2026.
Change of Directors' Interest Notices are provided below.
Appendix 3Y
Change of Director's Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity SOVEREIGN METALS LIMITED |
| ABN 71 120 833 427 |
A)
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Benjamin Stoikovich |
| Date of last notice | 29 September 2023 |
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.
| Direct or indirect interest | Direct and Indirect
|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
| Selwyn Capital Limited (beneficial interest)
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| Date of change | 24 November 2023 |
| No. of securities held prior to change | (a) 4,190,000 (b) 600,000 (c) - (d) - |
| Class | (a) Ordinary Fully Paid Shares (b) Unlisted Performance Rights subject to the "Definitive Feasibility Study Milestone" expiring 31 October 2025 (c) Unlisted Performance Rights subject to the Grant of Mining Licence Milestone" expiring 31 March 2026 (d) Unlisted Performance Rights subject to the "Final Investment Decision Milestone" expiring 30 June 2026 |
| Number acquired | (c) 350,000 (d) 500,000 |
| Number disposed | Not applicable |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
| Not applicable - see nature of change below |
| No. of securities held after change | (a) 4,190,000 (b) 600,000 (c) 350,000 (d) 500,000 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Issue of Performance Rights following shareholder approval |
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.
| Detail of contract | Not applicable |
| Nature of interest
| Not applicable |
| Name of registered holder (if issued securities)
| Not applicable |
| Date of change | Not applicable |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
| Not applicable |
| Interest acquired | Not applicable |
| Interest disposed | Not applicable |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
| Not applicable |
| Interest after change | Not applicable |
Part 3 - +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? | Not applicable |
| If prior written clearance was provided, on what date was this provided? | Not applicable |
| Initial notification/Amendment | Initial |
| LEI | 213800NSPXSASTENFQ34 |
| Place of transaction | Australian Securities Exchange (ASX) |
Appendix 3Y
Change of Director's Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity SOVEREIGN METALS LIMITED |
| ABN 71 120 833 427 |
B)
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Mark Pearce |
| Date of last notice | 29 September 2023 |
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.
| Direct or indirect interest | Direct and Indirect
|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
| · Mr Mark Pearce and Mrs Natasha Pearce · Apollo Group Pty Ltd (director and indirect shareholder) · Crystal Brook Investments Pty Ltd (director and beneficial interest)
|
| Date of change | 24 November 2023 |
| No. of securities held prior to change | (a) 4,520,842 (b) 300,000 (c) - (d) - |
| Class | (a) Ordinary Fully Paid Shares (b) Unlisted Performance Rights subject to the "Definitive Feasibility Study Milestone" expiring 31 October 2025 (c) Unlisted Performance Rights subject to the Grant of Mining Licence Milestone" expiring 31 March 2026 (d) Unlisted Performance Rights subject to the "Final Investment Decision Milestone" expiring 30 June 2026 |
| Number acquired | (c) 250,000 (d) 400,000
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| Number disposed | Not applicable
|
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
| Not applicable - see nature of change below
|
| No. of securities held after change | (a) 4,520,842 (b) 300,000 (c) 250,000 (d) 400,000 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Issue of Performance Rights following shareholder approval |
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.
| Detail of contract | Not applicable |
| Nature of interest | Not applicable |
| Name of registered holder (if issued securities) | Not applicable |
| Date of change | Not applicable |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
| Not applicable |
| Interest acquired | Not applicable |
| Interest disposed | Not applicable |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
| Not applicable |
| Interest after change | Not applicable |
Part 3 - +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? | Not applicable |
| If prior written clearance was provided, on what date was this provided? | Not applicable |
| Initial notification/Amendment | Initial |
| LEI | 213800NSPXSASTENFQ34 |
| Place of transaction | Australian Securities Exchange (ASX) |
Appendix 3Y
Change of Director's Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity SOVEREIGN METALS LIMITED |
| ABN 71 120 833 427 |
C)
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Nigel Jones |
| Date of last notice | 29 September 2023 |
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.
| Direct or indirect interest | Indirect
|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
| Redbeck Partners Ltd (beneficial interest) |
| Date of change | 24 November 2023 |
| No. of securities held prior to change | (e) 225,000 (f) 300,000 (g) - (h) -
|
| Class | (e) Ordinary Fully Paid Shares (f) Unlisted Performance Rights subject to the "Definitive Feasibility Study Milestone" expiring 31 October 2025 (g) Unlisted Performance Rights subject to the Grant of Mining Licence Milestone" expiring 31 March 2026 (h) Unlisted Performance Rights subject to the "Final Investment Decision Milestone" expiring 30 June 2026 |
| Number acquired | (c) 100,000 (d) 150,000 |
| Number disposed | Not applicable |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
| Not applicable - see nature of change below |
| No. of securities held after change | (a) 225,000 (b) 300,000 (c) 100,000 (d) 150,000
|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Issue of Performance Rights following shareholder approval |
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.
| Detail of contract | Not applicable |
| Nature of interest
| Not applicable |
| Name of registered holder (if issued securities)
| Not applicable |
| Date of change | Not applicable |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
| Not applicable |
| Interest acquired | Not applicable |
| Interest disposed | Not applicable |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
| Not applicable |
| Interest after change | Not applicable |
Part 3 - +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? | Not applicable |
| If prior written clearance was provided, on what date was this provided? | Not applicable |
| Initial notification/Amendment | Initial |
| LEI | 213800NSPXSASTENFQ34 |
| Place of transaction | Australian Securities Exchange (ASX) |
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