Notice to attend the Extraordinary General Meeting in Auriant Mining AB (publ.)
The shareholders in Auriant Mining AB (publ.) ("Company" or "Auriant Mining"), 556659-4833, are hereby summoned to the Extraordinary General Meeting on Wednesday, December 22, 2021.
The board of directors has decided that the Extraordinary General Meeting will be conducted by advance voting only in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, without physical presence of shareholders, proxies and third parties.
Auriant Mining welcomes all shareholders to exercise their voting rights at this Extraordinary General Meeting through advance voting on the basis of temporary statutory rules, according to the procedure set out below. Information on the resolutions passed at the Extraordinary General Meeting will be published on 22 December 2021, as soon as the result of the voting has been finally confirmed.
In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the extraordinary general meeting so resolves or if shareholders with at least one tenth of all shares in the Company so request. The shareholders are reminded of their right to request information according to Chapter 7, Section 32 of the Swedish Companies Act. A request for such information shall be made in writing to Advokatfirman Vinge KB, Att: Joel Magnusson, Box 1703, SE-111 87 Stockholm, Sweden, or via e-mail to egm@auriant.com, no later than on 12 December 2021. The information will be made available at Advokatfirman Vinge at Smålandsgatan 20, Stockholm and on www.auriant.com, on 17 December 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
NOTICE
Shareholders wishing to participate, through advance voting, in the meeting must:
(i) Be entered in the shareholders' register kept by Euroclear Sweden AB (the Swedish Central Securities Depositary & Clearing Organization) as of the record date concerning the circumstances 14 December 2021. Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names to be entitled to participate in the extraordinary general meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB on 16 December 2021, and the shareholders must therefore advise their nominees well in advance of this date.
(ii) Notify the Company of their participation in the general meeting by casting their advance vote in accordance with the instructions under the heading "Advance voting" below, so that the advance voting form is received by Auriant Mining no later than on 21 December 2021.
Advance voting
The shareholders may only exercise their voting rights at the Extraordinary General Meeting by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on Auriant Mining's website, www.auriant.com. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Auriant Mining no later than 21 December 2021. The form may be submitted via e-mail to egm@auriant.com or by post to Advokatfirman Vinge KB, Att: Joel Magnusson, Box 1703, SE-111 87 Stockholm, Sweden. If the shareholder votes in advance through a representative, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certified copy of a registration certificate or a corresponding document verifying authority shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
For questions regarding the extraordinary general meeting or to have the advance voting form sent by post, please contact Auriant Mining AB on egm@auriant.com.
Number of shares and votes
At the time of issuing the notice to attend the Extraordinary General Meeting, the Company has a total of 98,768,270 registered shares, with one vote per share.
PROPOSED AGENDA
- Election of the chairman of the meeting.
- Election of one or two persons to attest the minutes of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Resolution to approve addendum to bond issue agreement.
PROPOSALS BY THE BOARD OF DIRECTORS
1. Election of the chairman of the meeting
The board of directors proposes that advocate David Andersson, or the person proposed by the board of directors if he has an impediment to attend, is elected chairman of the extraordinary general meeting.
2) Election of one or two persons to attest the minutes of the meeting
The board of directors proposes that Per Åhlgren, representing GoMobile Nu AB, and Maria Carrasco, or the person or persons proposed by the board of directors if one or both of them have an impediment to attend, are elected to approve the minutes together with the chairman. The task of approving the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the extraordinary general meeting.
3) Preparation and approval of the voting list
The voting list proposed for approval under item 3 of the agenda is the voting list drawn up by the Company, based on the Extraordinary General Meeting's share register and advance votes received, as verified and recommended by the persons approving the minutes.
6) Resolution to approve addendum to bond issue agreement
The board of directors of Auriant Mining proposes that the extraordinary general meeting resolves to approve that Auriant Mining has entered into an addendum agreement to the bond issue agreement dated 9 April 2018 with Golden Impala Limited in accordance with the below. Board member Mr. Preston Haskell indirectly beneficially owns approximately 52 percent of the Company's share capital via Bertil Holdings Ltd. Bertil Holding Ltd. is a company wholly-owned by Golden Impala Limited.
Background for the proposal
On 9 April 2018, Auriant Mining and Golden Impala Limited entered into a bond issue agreement (the "Agreement") pursuant to which, Auriant Mining issued a bond (the "Bond") which Golden Impala Limited subscribed for. The Agreement and the Bond, respectively, has previously been amended so that the maturity date of the Bond is 31 December 2021. Auriant Mining and Golden Impala wish to amend the terms of the Agreement as set out below and issue an updated Bond. In light of this, Auriant Mining and Golden Impala Limited entered into an addendum agreement on 3 December 2021 (the "Addendum Agreement"). The Addendum Agreement is conditional upon the extraordinary general meeting's approval.
The board of directors' statement
The board of directors of Auriant Mining proposes that the extraordinary general meeting resolves to approve the Addendum Agreement. The Addendum Agreement shall however be effective from 1 January 2022. The following main terms shall apply for the new Bond.
The principal amount shall be USD 33,827,665 and the interest rate shall be three months U.S. Dollars LIBOR plus 6.44 percent (the "Interest Rate"). The interest shall be paid quarterly in arrears within five business days after the last day of the relevant quarter. In case any interest for the quarter is not paid on its due date, the penalty interest at the rate equal to the Interest Rate plus 2 percentage points shall accrue on any unpaid interest. The maturity date shall be 31 December 2024. Based on the applicable Interest Rate as of 31 October 2021 and the principal amount if no further interest payments are made as of and including 31 December 2021 which entails that the principal amount of the new Bond will be equal to USD 35,954,797.36, the annual interest would be USD 2,362,230. The board of directors considers that the terms of the Addendum Agreement are on market terms.
Mr. Preston Haskell has not taken part in the preparation of this proposal.
Majority requirements
Resolution in accordance with item 6 requires approval by a majority of the votes cast at the meeting. Shares held by the related party, Golden Impala Limited, will not be taken into consideration. Further, shares held by another company in the same group as the related party will not be taken into consideration.
Personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Available documents
Accounts and audit reports as well as complete proposals and other documentation will be available at the offices of Vinge at Smålandsgatan 20, Stockholm and at the Company's website www.auriant.com as of 8 December 2021 and will be sent in connection therewith to the shareholders who so request and state their postal address.
Stockholm in December 2021
Auriant Mining AB (publ)
Board of Directors
For more information, please contact:
Danilo Lange, CEO
Tel: +7 495 109 02 82
E-mail d.lange@auriant.com
Company name: Auriant Mining AB
Short name: AUR
ISIN-code: SE0001337213
Website:www.auriant.com
www.facebook.com/AuriantMining/
Auriant Mining AB (AUR) is a Swedish junior mining company focused on gold exploration and production in Russia, primarily in Zabaikalye and the Republics of Khakassia and Tyva. The company has currently four assets, including two operating mines (Tardan and Alluvial at Staroverinskaya), one early stage exploration asset and one development asset.
Since July 19, 2010, Auriant Mining´s shares are traded on Nasdaq First North Premier Growth Market under the short name AUR. For more information, please visit www.auriant.com. G&W Fondkommission is Certified Adviser to Auriant, for more information please call +46 8 503 000 50, e-mail CA@gwkapital.se or visit www.gwkapital.se.
Attachment
- VINGE-#8010818-v8-Auriant_-_EGM_2021_-_Notice_(eng)