Aguia Resources Limited (ASX: AGR, TSXV: AGRL) (“Aguia” “the
Company”) advises that a proposal that it put forward to the
Requisitioning Shareholders who seek to replace and reconstitute
Aguia’s Board of Directors has been rejected. Two
Extraordinary General Meetings have been scheduled to address
meeting requisitions under section 249D of the Corporations Act
from three Shareholders who purport to directly own approximately
5.3% of the Company's Shares. The Requisitioning Shareholders are
Kemosabe Capital Pty Ltd., Henderson International Pty Ltd. and
Messrs David and Harry Shearwood. This is Aguia’s fourth
proposal to the Requisitioning Shareholders.
Although Aguia has not received any direct
communication from the Requisitioning Shareholders that explains
the reasons for their recent actions, Aguia has offered a proposal
that it believes is in the best interests of ALL shareholders and
strengthens corporate governance. The proposal put forward to
the Requisitioning Shareholders and certain other Aguia
Shareholders is as follows:
- Right to appoint two individuals to
the Board of Directors while two current Directors will step down
(Australian independent director Alec Pismiris and Executive
Chairman Paul Pint). This will provide the Requisitioning
Shareholders and certain other Aguia Shareholders who collectively
hold just over 12% of the outstanding shares with 33% of the Board
seats;
- Appointment of Independent Director
David Gower to the role of Chairman. Mr. Gower is a geologist
with over 25 years’ experience in the minerals industry including
senior positions with Falconbridge Limited and Noranda Inc (now
Xstrata). He has extensive experience in Brazil. He is a
member of the Association of Professional Geoscientists of Ontario
and is responsible for assembling Aguia’s Brazilian technical team,
who he has known for 25 years;
- Managing Director Justin Reid will
work with the Board over the next 6 months to identify and recruit
a suitable replacement who has the necessary qualifications,
relationships and experience to oversee the advancement of a
Brazilian mining project.
- Aguia will hire a full time,
independent Australian-based representative dedicated to providing
marketing, investor relations, communication and capital raising
expertise focused specifically on Aguia’s Australian shareholder
base.
- While copper exploration and
development continue, the Board will consider appropriate options
to unlock the value of the copper assets and deliver it into the
hands of existing shareholders, with any proposal to shareholders
deferred for at least 6 months. Any decision to spin out the
copper assets will be subject to shareholder approval.
Aguia’s Board and management has notified the
Requisitioning Shareholders that if they proceed with the meeting
and all the resolutions for the appointment and removal of
directors are passed, the entire senior management team (including
the team in Brazil) and remaining Directors currently intend to
resign on the day following the last Shareholder meeting.
Aguia has advised the Requisitioning Shareholders that this
could result in significant consequences for the Company,
particularly with respect to the operations in Brazil, which
includes the finalization of the Trȇs Estradas environmental
permitting, ability to engage in ongoing exploration of the copper
assets, title and maintenance of the mining claims and
relationships with stakeholders in the State of Rio Grande do
Sul.
In particular, Aguia has advised the
Requisitioning Shareholders that access to the mining concessions
is controlled by two members of Aguia’s Brazilian team. As a result
of the resignation of those two team members, a transfer of claims
to new representatives of the Requisitioning Shareholders will
require approval from the Brazilian military, which typically takes
1-2 years. During this period, Aguia’s current Brazilian
representatives will still be subject to liability for any
activities on the concessions and as such will not be able to
permit any access for exploration or drilling until military
approval has been received.
In Aguia’s view, the proposed resolution
provided the Requisitioning Shareholders (and certain other Aguia
Shareholders) with Board representation significantly beyond their
direct shareholdings, improves corporate governance by appointing
an independent Chairman, creates a clear path to appointing a new
Managing Director, increases the Company’s presence in Australia
and provides a framework to ensure the value of the copper assets
is placed in the hands of existing Aguia shareholders. It is
unfortunate that the offer has been rejected.
The Board strongly encourages shareholders to
lodge their votes AGAINST the resolutions proposed by the
Requisitioning Shareholders.
At the first meeting to be held on June 11,
2019, Aguia shareholders are asked to vote on the appointment of 4
individuals to the Company’s Board of Directors: Martin
McConnell (a client of Kemosabe), Jonathan Edward Guinness,
Christine Mary McGrath (sister of Kemosabe’s founder) and David Kit
Shearwood. Aguia has not received any information on the
qualifications of these individuals nor an explanation as to why
the Requisitioning Shareholders seek to appoint them to the
Board. As such, Aguia recommends you vote against these
resolutions.
At the second meeting to be held on June 17,
2019, Aguia shareholders will be asked to vote on the removal of 4
individuals who are currently Directors of the Company: Brian
Moller, Diane Lai, Alec Pismiris and Executive Chairman Paul
Pint. Aguia has not received any explanation from the
Requisitioning Shareholders as to why they seek the removal of
these Directors and in fact all four were re-elected to the Board
at the most recent AGM held only six months ago. As such
Aguia recommends you vote against these resolutions.
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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