REG-Anglesey Mining PLC: Annual Report and Notice of AGM <Origin Href="QuoteRef">AYM.L</Origin> - Part 4

Anglesey MiningAnnouncement

31/07/2017 07:05

- Part 4: For the preceding part double click  ID:nPRrV294Fc 

minimum standards
for public reporting and displaying information related to mineral properties.

IRR – internal rate of return

LIM – Labrador Iron Mines Holdings Limited and its group of companies.

mtpa - million tonnes per annum.

NPV – net present value

NSR – net smelter return

tonne – metric tonne of 2,204.6 pounds avoirdupois, used for measuring
current mineral production and resources.

SEK – Swedish Krona.

tpd – tonnes per day

Notice of AGM

Notice is given that the 2017 annual general meeting of Anglesey Mining plc
will be held at the offices of the company's lawyers, DLA Piper UK LLP, 1
London Wall, London, EC2Y 5EZ on 1 September 2017 at 11.00 a.m. to consider
and, if thought fit, to pass the following resolutions. Resolutions 1 to 11
will be proposed as ordinary resolutions and resolution 12 will be proposed as
a special resolution:

As ordinary business
1.
To receive the annual accounts and directors' and auditor’s reports for the
year ended 31 March 2017.
2.
To approve the directors' remuneration policy report for the year ended 31
March 2017.
3.
To approve the directors' remuneration report for the year ended 31 March
2017.
4.
To reappoint John F. Kearney as a director.
5.
To reappoint Bill Hooley as a director.
6.
To reappoint David Lean as a director.
7.
To reappoint Howard Miller as a director.
8.
To reappoint Danesh Varma as a director.
9.
To reappoint Mazars LLP as auditor.
10.
To authorise the directors to determine the remuneration of the auditor.

As special business

11. That, pursuant to section 551 of the Companies Act 2006 ("Act"), the
directors be and are generally and unconditionally authorised to exercise all
powers of the Company to allot shares in the Company or to grant rights to
subscribe for or to convert any security into shares in the Company up to an
aggregate nominal amount of £590,000, provided that (unless previously
revoked, varied or renewed) this authority shall expire on 31 December 2018,
save that the Company may make an offer or agreement before this authority
expires which would or might require shares to be allotted or rights to
subscribe for or to convert any security into shares to be granted after this
authority expires and the directors may allot shares or grant such rights
pursuant to any such offer or agreement as if this authority had not expired.

This authority is in substitution for all existing authorities under section
551 of the Act (which, to the extent unused at the date of this resolution,
are revoked with immediate effect).

12. That pursuant to section 570 of the Act, the directors be and are
generally empowered to allot equity securities (within the meaning of section
560 of the Act) for cash pursuant to the authority granted under section 551
of the Act pursuant to resolution 12 above as if section 561(1) of the Act did
not apply to any such allotment, provided that this power shall be limited to
the allotment of equity securities:

(a) in connection with an offer of equity securities (whether by way of a
rights issue, open offer or otherwise) (i) to holders of ordinary shares in
the capital of the company in proportion (as nearly as practicable) to the
respective numbers of ordinary shares held by them; and (ii) to holders of
other equity securities in the capital of the company, as required by the
rights of those securities or, subject to such rights, as the directors
otherwise consider necessary but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates or any legal or
practical problems under the laws of any territory or the requirements of any
regulatory body or stock exchange; and

(b) otherwise than pursuant to paragraph 14(a) above, up to an aggregate
nominal amount of £440,000

and (unless previously revoked, varied or renewed) this power shall expire on
31 December 2018, save that the Company may make an offer or agreement before
this power expires which would or might require equity securities to be
allotted for cash after this power expires and the directors may allot equity
securities for cash pursuant to any such offer or agreement as if this power
had not expired. This power is in substitution for all existing powers under
section 570 of the Act which, to the extent effective at the date of this
resolution, are revoked with immediate effect.

By order of the board

Danesh Varma

Company secretary

28 July 2017

Notes to the notice of AGM

Entitlement to attend and vote

1.       The right to vote at the meeting is determined by reference to
the register of members. Only those shareholders registered in the register of
members of the Company as at the close of business on 29 August 2017 (or, if
the meeting is adjourned, 48 hours (excluding any part of a day that is not a
working day) before the date and time of the adjourned meeting) shall be
entitled to attend and vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to entries in the register of
members after that time shall be disregarded in determining the rights of any
person to attend or vote (and the number of votes they may cast) at the
meeting.

Proxies

2.       A shareholder is entitled to appoint another person as his or
her proxy to exercise all or any of his or her rights to attend and to speak
and vote at the meeting. A proxy need not be a member of the Company. A
shareholder may appoint more than one proxy in relation to the meeting,
provided that each proxy is appointed to exercise the rights attached to a
different share or shares held by that shareholder. Failure to specify the
number of shares each proxy appointment relates to or specifying a number
which when taken together with the numbers of shares set out in the other
proxy appointments is in excess of the number of shares held by the
shareholder may result in the proxy appointment being invalid. A proxy may be
appointed only in accordance with the procedures set out in note 3 and the
notes to the proxy form. The appointment of a proxy will not preclude a
shareholder from attending and voting in person at the meeting.

3.       A form of proxy is enclosed. When appointing more than one
proxy, complete a separate proxy form in relation to each appointment.
Additional proxy forms may be obtained by contacting the Company's registrar
Capita Asset Services, Proxies, The Registry, 34 Beckenham Road, Kent BR3 4TU
or the proxy form may be photocopied. State clearly on each proxy form the
number of shares in relation to which the proxy is appointed. To be valid, a
proxy form must be received by post or (during normal business hours only) by
hand at the offices of the Company's registrar, Capita Asset Services,
Proxies, The Registry, 34 Beckenham Road, Kent BR3 4TU, no later than 11.00
a.m. on 29 August 2017 (or, if the meeting is adjourned, no later than 48
hours (excluding any part of a day that is not a working day) before the time
of any adjourned meeting).

Corporate representatives

4.       A shareholder which is a corporation may authorise one or more
persons to act as its representative(s) at the meeting. Each such
representative may exercise (on behalf of the corporation) the same powers as
the corporation could exercise if it were an individual shareholder, provided
that (where there is more than one representative and the vote is otherwise
than on a show of hands) they do not do so in relation to the same shares.

Total voting rights

5.       As at 18 July 2017 (being the last practicable date before the
publication of this notice), the issued share capital consists of 177,608,051
ordinary shares of £0.01 each, carrying one vote each and 21,529,451 Deferred
A Shares and 116,241,384 Deferred B Shares which do not carry any rights to
vote. Therefore, the total voting rights as at 18 July 2017 are 177,608,051.

Nominated Persons

6.       Where a copy of this notice is being received by a person who
has been nominated to enjoy information rights under section 146 of the
Companies Act 2006 ("Act") ("Nominated Person"):

(a) the Nominated Person may have a right under an agreement between him/her
and the shareholder by whom he/she was nominated, to be appointed, or to have
someone else appointed, as a proxy for the meeting; or

(b) if the Nominated Person has no such right or does not wish to exercise
such right, he/she may have a right under such an agreement to give
instructions to the shareholder as to the exercise of voting rights. The
statement of the rights of shareholders in relation to the appointment of
proxies in note 2 does not apply to a Nominated Person. The rights described
in such notes can only be exercised by shareholders of the Company.

Shareholders' right to require circulation of resolutions to be proposed at
the meeting

7.       A shareholder or shareholders meeting the qualification
criteria set out in note 10 below may require the Company to give shareholders
notice of a resolution which may properly be proposed and is intended to be
proposed at the meeting in accordance with section 338 of the Act. A
resolution may properly be proposed unless (i) it would, if passed, be
ineffective (whether by reason of inconsistency with any enactment or the
Company's constitution or otherwise), (ii) it is defamatory of any person, or
(iii) it is frivolous or vexatious. The business which may be dealt with at
the meeting includes a resolution circulated pursuant to this right. Any such
request must (i) identify the resolution of which notice is to be given, by
either setting out the resolution in full or, if supporting a resolution
requested by another shareholder, clearly identifying the resolution which is
being supported (ii) comply with the requirements set out in note 11 below,
and (iii) be received by the Company no later than six weeks before the
meeting.

Shareholders' right to have a matter of business dealt with at the meeting

8.       A shareholder or shareholders meeting the qualification
criteria set out in note 10 below may require the Company to include in the
business to be dealt with at the meeting any matter (other than a proposed
resolution) which may properly be included in the business in accordance with
section 338A of the Act. A matter may properly be included unless (i) it is
defamatory of any person, or (ii) it is frivolous or vexatious. Any such
request must (i) identify the matter to be included in the business, by either
setting out the matter in full or, if supporting a matter requested by another
shareholder, clearly identifying the matter which is being supported (ii) set
out the grounds for the request (iii) comply with the requirements set out in
note 11 below and (iv) be received by the Company no later than six weeks
before the meeting.

Website publication of audit concerns

9.       A shareholder or shareholders who meet the qualification
criteria set out in note 10 below may require the Company to publish on its
website a statement setting out any matter that such shareholders propose to
raise at the meeting relating to either the audit of the Company's accounts
(including the auditors' report and the conduct of the audit) that are to be
laid before the meeting or any circumstances connected with an auditor of the
Company ceasing to hold office since the last annual general meeting of the
Company in accordance with section 527 of the Act. Any such request must (i)
identify the statement to which it relates, by either setting out the

statement in full or, if supporting a statement requested by another
shareholder, clearly identify the statement which is being supported (ii)
comply with the requirements set out in note 11 below and (iii) be received by
the Company at least one week before the meeting. Where the Company is
required to publish such a statement on its website (i) it may not require the
shareholders making the request to pay any expenses incurred by the Company in
complying with the request (ii) it must forward the statement to the Company's
auditors no later than the time when it makes the statement available on the
website and (iii) the statement may be dealt with as part of the business of
the meeting.

Notes 7, 8 and 9 above: qualification criteria and methods of making requests

10.     In order to require the Company (i) to circulate a resolution to
be proposed at the meeting as set out in note 7, (ii) to include a matter in
the business to be dealt with at the meeting as set out in note 8, or (iii) to
publish audit concerns as set out in note 9, the relevant request must be made
by (i) a shareholder or shareholders having a right to vote at the meeting and
holding at least five per cent of the total voting rights of the Company or
(ii) at least 100 shareholders having a right to vote at the meeting and
holding, on average, at least £100 of paid up share capital. For information
on voting rights, including the total voting rights of the Company, see note 5
above and the website referred to in note 15 below.

11.     Any request by a shareholder or shareholders to require the
Company (i) to circulate a resolution to be proposed at the meeting as set out
in note 7 (ii) to include a matter in the business to be dealt with at the
meeting as set out in note 8 or (iii) to publish audit concerns as set out in
note 9 may be made either (a) in hard copy, by sending it to Anglesey Mining
plc, Tower Bridge, St Katharine's Way, London E1W 1DD (marked for the
attention of the Company Secretary); or (b) in electronic form, by sending an
email to danesh@angleseymining.co.uk; and must state the full name(s) and
address(es) of the shareholder(s) and (where the request is made in hard copy
form) must be signed by the shareholder(s).

Questions at the meeting

12.     Shareholders have the right to ask questions at the meeting
relating to the business being dealt with at the meeting in accordance with
section 319A of the Act. The Company must answer any such question unless: (a)
to do so would interfere unduly with the preparation for the meeting or would
involve the disclosure of confidential information; (b) the answer has already
been given on a website in the form of an answer to a question; or (c) it is
undesirable in the interests of the Company or the good order of the meeting
that the question be answered.

Documents available for inspection

13.     The following documents will be available for inspection during
normal business hours at the registered office of the Company from the date of
this notice until the time of the meeting. They will also be available for
inspection at the place of the meeting from at least 15 minutes before the
meeting until it ends: (a) copies of the service contracts of the executive
directors, (b) copies of the letters of appointment of the non-executive
directors and (c) the Articles of Association of the Company.

Biographical details of directors

14.     Biographical details of all those directors who are offering
themselves for reappointment at the meeting are set out in the annual report
and accounts.

Website providing information about the meeting

15.     The information required by section 311A of the Act to be published
in advance of the meeting, which includes the matters set out in this notice
and information relating to the voting rights of shareholders, is available at
www.angleseymining.co.uk.

Directors

 John F.   Irish, aged 66, chairman, is a mining executive with more than 40 years’ experience in the mining industry and is chairman and CEO of Labrador Iron Mines Holdings Limited. He is also chairman of Canadian Zinc Corporation, Minco plc, Xtierra plc and Conquest Resources Limited. He is a director of Avnel Gold Mining Limited and the Mining Association of Canada and has degrees in law and economics from University College Dublin and an MBA from Trinity College Dublin. He is a member of the nomination     
 Kearney   committee and is resident in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
 Bill      aged 70, chief executive, is a mining engineering graduate from the Royal School of Mines and has extensive experience in many countries including the UK and Australia. He is vice-chairman and a director of Labrador Iron Mines Holdings Limited and since May 2014 a director of Grangesberg Iron AB and Eurmag AB. He has been a director of a number of other companies involved in the minerals industry. He is a Fellow of the Australasian Institute of Mining and Metallurgy.                                  
 Hooley                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
 Danesh    Canadian, aged 67, finance director and company secretary is a chartered accountant and a member of the Chartered Institute of Taxation. He is a director of Labrador Iron Mines Holdings Limited and since May 2014 has been a director of Grangesberg Iron AB and Eurmag AB. He is also chief financial officer of Minco plc, Xtierra Inc. and Conquest Resources Limited.                                                                                                                                             
 Varma                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
 David     Australian, aged 70, non-executive director, is a chartered accountant. He has over 30 years’ experience in the commercial aspects of the mining industry most of which was with major base and precious metal mining houses. Currently he is involved in trading mineral products. He is a member of the audit and nomination committees and from 30 July 2016 the remuneration committee.                                                                                                                              
 Lean                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
 Howard    aged 73, non-executive director, a lawyer with over 40 years’ experience in the legal and mining finance sector in Africa, Canada and the UK. He has extensive experience in the financing of resource companies. He is chairman of Avnel Gold Mining Limited. He is a member of the remuneration, audit and nomination committees and the senior independent director.                                                                                                                                                  
 Miller                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



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