Aguia Resources Limited (ASX: AGR, TSXV: AGRL) (“Aguia” “the
Company”) advises that the Australian Government Takeovers Panel
(the “Panel”) has made a Declaration of Unacceptable Circumstances
in relation to the actions of certain Aguia shareholders regarding
circumstances arising out of the recent requisition of two
shareholder meetings.
Two Extraordinary General Meetings have been
scheduled to address two separate meeting requisitions
(“Requisition Notices”) under section 249D of the Corporations Act
from three Shareholders who purport to directly own approximately
5.3% of the Company's Shares: Kemosabe Capital Pty Ltd., Henderson
International Pty Ltd. and Messrs David and Harry Shearwood (the
“Requisitioning Shareholders”). At the meetings, Aguia
shareholders will be asked to consider resolutions to remove four
of the current directors of the Company (Diane Lai, Brian Moller,
Paul Pint and Alec Pismiris) and appoint four new directors (David
Shearwood, Christine McGrath, Jonathon Guinness and Martin
McConnell). The meetings are scheduled to take place on June 11,
2019 and June 17, 2019.
Aguia’s Board of Directors believed that
circumstances surrounding the receipt of the Requestion Notices
from the Requisitioning Shareholders meant that, amongst other
things, certain Aguia shareholders had failed to disclose the full
details and associations of the parties involved with the
Requisition Notices. The failure to disclose such details and
associations may have given rise to a contravention of the
Corporations Act and the Board of Directors considered that, in
order to ensure trading of Aguia’s shares and the exercise of
voting rights took place in an informed market, it was in the best
interests of Aguia’s shareholders to make an application to the
Takeovers Panel to review the circumstances. On Friday, May 31,
2019, the Panel made a Declaration of Unacceptable Circumstances.
On examination of structural links and correspondence, the Panel
found that certain persons were associated for the purpose of
controlling or influencing the composition of the Aguia Board. This
included associations amongst some of the following:
- Richard McGrath (founder of Kemosabe Capital Pty Ltd.);
- David Shearwood (until recently, listed as a representative of
Kemosabe on the Kemosabe website);
- Peter Curtis (CFO of Lowvix Pty Ltd., a company controlled by
David Shearwood);
- Christine McGrath (sister of Richard McGrath);
- David Buckland (an associate of Richard McGrath, David
Shearwood and Peter Curtis); and,
- Henderson International Pty Limited,
collectively the “Associated Shareholders”.
The Panel has found that the Associated
Shareholders failed to lodge a substantial holder notice disclosing
their voting powers and associations (a requirement of the
Corporations Act). As such, Aguia shareholders were not made aware
that these persons were associates for the purpose of controlling
or influencing the composition of the Aguia board ahead of the
requisitioned meetings.
The Panel has made orders requiring disclosure
by way of a substantial shareholder notice and has accepted an
undertaking from Kemosabe that it will write to all of its clients
that hold Aguia shares in relation to the requisitioned meetings.
The letter from Kemosabe to its clients is required to state the
background to Kemosabe’s requisitions and reasons behind the
requisitions, that despite any recommendations that Kemosabe might
make with regard to the resolutions to be considered at the
meetings all voting decisions are ultimately up to the client and
that the Panel has required Kemosabe and the other Associated
Shareholders to lodge a substantial shareholder notice disclosing
these associations.
In November 2017, Aguia entered into a marketing
arrangement with Kemosabe to promote Aguia’s stock and extend
Aguia’s reach to its existing and prospective Australian investor
base in exchange for which Aguia paid Kemosabe a monthly fee.
Messrs McGrath and Shearwood have spent an extensive amount of time
with Aguia management and travelled to site in Brazil. They have
advised Kemosabe clients to participate in Aguia’s private
placements as recently as March of this year and to buy Aguia
shares on the ASX. Kemosabe was paid commission for the clients’
participation in various Aguia placements. In total, Kemosabe has
billed Aguia A$195,846 in commissions and A$155,000 in monthly
marketing fees.
Aguia’s Executive Chairman Paul Pint commented,
“We are satisfied with the decisions of the Panel and agree that it
is of utmost importance to all Aguia shareholders to understand the
associations between the Requisitioners and certain other
shareholders. It is regrettable that this group of shareholders has
failed to make the appropriate disclosure prior to this declaration
of unacceptable circumstances by the Panel.”
“I was just in Sydney in early April along with
our Technical Director Fernando Tallarico. We had the opportunity
to meet with numerous Kemosabe clients to provide an update on
Aguia’s successes so far this year and we were encouraged by the
enthusiastic reception we received. We also spent a great deal of
time one-on-one with Messrs McGrath and Shearwood and had the
opportunity to speak with Bruce Henderson by phone. None of these
individuals mentioned their concerns at that time and in fact
seemed to have a very positive outlook about Aguia. We were
completely shocked to receive the meeting requisitions seeking to
replace the majority of the current Board shortly thereafter. We
strongly encourage shareholders to vote against the resolutions
that have been proposed by the Requisitioning Shareholders.”
Votes for both meetings can be lodged at
www.linkmarketservices.com.au for ASX shareholders and at
www.voteproxyonline.com for TSX Venture shareholders.
We greatly appreciate the support of our
shareholders during this challenging period and look forward to
getting past the current uncertainty to continue building value for
shareholders through the advancement of Trȇs Estradas and Rio
Grande Copper.
If you have any questions or require assistance
lodging your votes, please don’t hesitate to contact us
at: myaguia@aguiaresources.com.au
For
further
information,
please
contact:Justin
Reid,
Managing
DirectorE:
jreid@aguiaresources.com.au
Spyros Karellas, Investor Relations
North AmericaE: spyros@pinnaclecapitalmarkets.caT: +1
416-433-5696
Released through: Ben Jarvis, Six
Degrees Investor Relations: +61 413 150 448 Follow
Aguia on Twitter: @ Aguia_Resources
About
Aguia:Aguia
Resources Limited, (“Aguia”) is an ASX and TSX Venture listed
company whose primary focus is on the exploration and development
of mineral resource projects in Brazil. Aguia has an established
and highly experienced in-country team based in Belo Horizonte,
Brazil with corporate offices in Sydney, Australia. Aguia’s key
projects are located in Rio Grande do Sul, a prime farming area
which is 100% dependent on phosphate imports. The Rio Grande
phosphate deposits exhibit high quality and low cost production
characteristics, and are ideally located with proximity to road,
rail, and port infrastructure. Aguia’s experienced management team
has a proven track record of advancing high quality mining assets
to production in Brazil.
Cautionary Statement on Forward Looking
Information This press release contains "forward-looking
information" within the meaning of applicable Canadian and
Australian securities legislation. Forward-looking information
includes, without limitation, statements regarding Trȇs Estradas
and Rio Grande Copper, the mineral resource estimates, production
targets, the anticipated timetable, permitting, forecast financial
information, bankable feasibility study and ability to finance the
project, and the prospectivity and potential of the mining
claims.
Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved".
Forward-looking information is subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of the Company to be materially different from those expressed or
implied by such forward-looking information, including risks
inherent in the mining industry and risks described in the public
disclosure of the Company which is available under the profile of
the Company on SEDAR at www.sedar.com, on the ASX website at
www.asx.com.au and on the Company's website at
www.aguiaresouces.com.au. These risks should be considered
carefully.
Although the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. Persons reading this news
release are cautioned that such statements are only predictions and
there can be no assurance that such information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
information. The Company disclaims any intent or obligation to
update or revise any forward looking statements whether as a result
of new information, estimates, options, future events, results or
otherwise and does not undertake to update any forward-looking
information, except in accordance with applicable securities
laws.
NEITHER THE AUSTRALIAN STOCK EXCHANGE,
TSX VENTURE EXCHANGE NOR THEIR REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
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