REG-Anglesey Mining PLC: Annual Financial Report announcement <Origin Href="QuoteRef">AYM.L</Origin> - Part 3
26/07/2016 07:05
- Part 3: For the preceding part double click ID:nPRrQ1027b
10,195 36,103
Details of directors’ remuneration and share options are given in the
directors’ remuneration report.
6 Investment income
2016 2015
Loans and receivables £ £
Interest on bank deposits 63 672
Interest on site re-instatement deposit 15 272 210
335 882
7 Finance costs
2016 2015
Loans and payables £ £
Loan interest to Juno Limited 19 127,718 116,043
Loan interest to Eurmag AB 19 14,749 3,820
142,467 119,863
For both loans the interest shown is accrued and not required to be paid in
cash.
8 Taxation
Activity during the year has generated trading losses for taxation purposes
which may be offset against investment income and other revenues. Accordingly
no provision has been made for Corporation Tax. There is an unrecognised
deferred tax asset at 31 March 2016 of £1.2 million (2015 - £1.3 million)
which, in view of the group’s trading results, is not considered by the
directors to be recoverable in the short term. There are also capital
allowances, including mineral extraction allowances, of £12.5 million
unclaimed and available at 31 March 2016 (2015 - £12.4 million). No deferred
tax asset is recognised in respect of these allowances.
2016 2015
£ £
Current tax - -
Deferred tax - -
Total tax - -
Domestic income tax is calculated at 20% of the estimated assessed profit for the year.
In 2015 the rate used was 21% and the change this year is due to a change in Corporation Tax
rates. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant
jurisdictions.
The total charge for the year can be reconciled to the accounting profit or loss as follows:
Loss for the year (256,450) (1,736,610)
Tax at the domestic income tax rate of 20% (2015 - 21%) (51,290) (364,688)
Tax effect of:
Expenses that are not deductible in determining taxable result: - -
Losses on interest in investments - 364,688
Unrecognised deferred tax on losses 51,290 -
Total tax - -
9 Earnings per ordinary share
2016 2015
£ £
Earnings
Loss for the year (256,450) (1,736,610)
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share 160,608,051 160,608,051
Shares deemed to be issued for no consideration in respect of employee options
Weighted average number of ordinary shares for the purposes of diluted earnings per share 160,608,051 160,608,051
Basic earnings per share (0.2)p (1.1)p
Diluted earnings per share (0.2)p (1.1)p
As the group has a loss for the year ended 31 March 2016 the effect of the
outstanding share options is anti-dilutive and diluted earnings are reported
to be the same as basic earnings.
10 Mineral property exploration and evaluation costs - group
Parys Mountain
Cost £
At 1 April 2014 14,802,048
Additions - site 59,049
Additions - rentals & charges 16,096
At 31 March 2015 14,877,193
Additions - site 27,045
Additions - rentals & charges 22,388
At 31 March 2016 14,926,626
Carrying amount
Net book value 2016 14,926,626
Net book value 2015 14,877,193
Included in the additions are mining lease expenses of £16,200 (2015 -
£16,096).
Potential impairment of mineral property
Accumulated exploration and evaluation expenditure in respect of the Parys
project is carried in the financial statements at cost, less an impairment
provision where there are grounds to believe that the discounted present value
of the future cash flows from the project is less than the carrying value or
there are other reasons to indicate that the carrying value is unsuitable.
This year the directors carried out an impairment review with an effective
date of 26 March 2016. This review was based on an estimate of discounted
future cash flows from the development and operation of the Parys Mountain
project over the initial projected mine life of 16 years and assumed that
there would be a two year delay before any activities commence. The directors
have used past experience and an assessment of future conditions, together
with external sources of information, to determine the assumptions which were
adopted in the preparation of a financial model used to estimate the
cashflows.
The key assumptions utilised were:
* Capital costs were estimated at current costs when the expenditure is
planned to be incurred; neither revenues nor operating costs take into account
any inflation.
* Metal prices (long-term estimates): zinc 1.25 US$/lb; copper 2.50 US$/lb;
lead 1.00 US$/lb; silver US$17.50 per ounce and gold US$1275 per ounce.
Exchange rate US$1.40/£1.00.
* The discount rate of 10% applied to future cashflows is one which reflects
the directors’ current market assessment of the time value of money and any
risk factors which have not been adjusted already in the preparation of the
forecast.
The directors estimated the sensitivity of the assumptions used in the
cashflow model which would significantly affect the discounted net present
value of the projected Parys cashflows. The figures which follow are the
variation expressed in percent of each specific assumption which would, on its
own, reduce the calculated net present value to the carrying value of the
intangible asset in the accounts: copper price -20%, zinc price -6%, lead
price -13%, capital expenditure +8%, operating costs +11% and the discount
rate +9%.
The directors re-evaluated the impairment review following the EU Referendum
result and decided there was no requirement for any change in their original
assessment or calculations. Any depreciation in the value of sterling in
relation to the US dollar would have a positive effect on the project
cashflows.
Based on the above parameters the directors believe that no impairment
provision is necessary or appropriate. However estimates of the net present
value of any project, and particularly one like Parys Mountain, are always
subject to many factors and wide margins of error. The directors believe that
the estimates and calculations supporting their conclusions have been
carefully considered and are a fair representation of the projected financial
performance of the project.
Based on the review set out above the directors have determined that no
impairment provision is required in the financial statements in respect of the
carrying value of the Parys property.
11 Property, plant and equipment
Group Freehold land and property Plant & equipment Office equipment Total
Cost £ £ £ £
At 1 April 2014 204,687 17,434 5,487 227,608
At 31 March 2015 and 2016 204,687 17,434 5,487 227,608
Depreciation
At 1 April 2014 - 17,434 5,487 22,921
At 31 March 2015 and 2016 - 17,434 5,487 22,921
Carrying amount
At 31 March 2015 and 2016 204,687 - - 204,687
Company Freehold land and property Plant & equipment Office equipment Total
Cost £ £ £ £
At 1 April 2014 - 17,434 5,487 22,921
At 31 March 2015 and 2016 - 17,434 5,487 22,921
Depreciation
At 1 April 2014 - 17,434 5,487 22,921
At 31 March 2015 and 2016 - 17,434 5,487 22,921
Carrying amount
At 31 March 2015 and 2016 - - - -
12 Subsidiaries - company
The subsidiaries of the company at 31 March 2016 and 2015 were as follows:
Name of company Country of incorporation Percentage owned Principal activity
Labrador Iron plc Isle of Man 100% Holder of the company’s investment in Labrador Iron Mines Holdings Limited
Anglo Canadian Exploration (Ace) Limited England & Wales 100% Dormant
Parys Mountain Mines Limited England & Wales 100% Development of the Parys Mountain mining property
Parys Mountain Land Limited England & Wales 100% Holder of part of the Parys Mountain property
Parys Mountain Heritage Limited England & Wales 100% Holder of part of the Parys Mountain property
Angmag AB Sweden 100% Holder of the company’s investment in GIAB
13 Investments - company
Shares at cost Capital contributions Total
£ £ £
At 1 April 2014 100,103 13,877,461 13,977,564
Advanced 3,922 135,540 139,462
At 31 March 2015 104,025 14,013,001 14,117,026
Advanced - 27,101 27,101
Repaid - - -
At 31 March 2016 104,025 14,040,102 14,144,127
The realisation of investments is dependent on finance being available for
development and on a number
of other factors. Interest is not charged on capital contributions.
14 Investments - group
Labrador Grangesberg Total
£ £ £
At 31 March 2014 1,257,985 - 1,257,985
Addition during period - 86,659 86,659
Impairment resulting from adjustment to nominal value (1,231,218) - (1,231,218)
Exchange difference arising on adjustment above (26,766) - (26,766)
At 31 March 2015 1 86,659 86,660
Addition during period - - -
At 31 March 2016 1 86,659 86,660
LIM
The group’s investment in LIM is now classified as ‘unquoted’. Based
on the difficulty of determining a fair market value the directors decided in
2015 to write down the value of the LIM shares to a nominal value of £1 and
to reclassify it as Level 3 rather than Level 1 under the IFRS fair value
hierarchy. This treatment has been continued this year.
Grangesberg
The group has, through its Swedish subsidiary Angmag AB, a 6% ownership
interest in GIAB, a Swedish company which holds rights over the Grangesberg
iron ore deposits. This investment has been initially recognised and
subsequently measured at cost, on the basis that the shares are not quoted and
a reliable fair value is not able to be estimated. The group has a right of
first refusal (expiring on 30 June 2018) over a further 51% of the equity of
GIAB together with management direction of the activities of GIAB, subject to
certain restrictions. The group has significant influence over certain
relevant activities of GIAB however equity accounting has not been applied in
respect of this influence as the directors consider this would not have any
material affect.
15 Deposit
Group
2016 2015
£ £
Site re-instatement deposit 123,078 122,806
This deposit was required and made under the terms of a Section 106 Agreement
with the Isle of Anglesey County Council which has granted planning
permissions for mining at Parys Mountain. The deposit is refundable upon
restoration of the permitted area to the satisfaction of the Planning
Authority. The carrying value of the deposit approximates to its fair value.
16 Other receivables
Group Company
2016 2015 2016 2015
£ £ £ £
Other 32,759 30,977 15,433 13,945
The carrying value of the receivables approximates to their fair value.
17 Cash and cash equivalents
Group Company
2016 2015 2016 2015
£ £ £ £
Held in sterling 9,120 72,571 7,867 72,088
Held in Canadian dollars 1,190 19,816 - -
Held in US dollars 408 2,167 - -
Held in Swedish Krona 786 2,319 - -
11,504 96,873 7,867 72,088
The carrying value of the cash approximates to its fair value.
18 Trade and other payables
Group Company
2016 2015 2016 2015
£ £ £ £
Trade payables (77,465) (71,538) (64,142) (58,142)
Taxes - (1,848) - (1,848)
Other accruals (58,794) (48,171) (53,293) (42,670)
(136,259) (121,557) (117,435) (102,660)
The carrying value of the trade and other payables approximates to their fair
value.
19 Loans
Group Company
2016 2015 2016 2015
£ £ £ £
Loan from Juno Limited (2,852,201) (2,659,916) (2,852,201) (2,659,916)
Loan from Eurmag AB (245,461) (222,586) - -
(3,097,662) (2,882,502) (2,852,201) (2,659,916)
Juno: Apart from advances amounting to £64,567 there has been no change in
the loan principal during the year. The loan is provided under a working
capital agreement, denominated in sterling, unsecured and carries interest at
10% per annum on the principal only. It is repayable from any future financing
undertaken by the company, or on demand following a notice period of 367 days.
The terms of the facility were approved by an independent committee of the
board. The carrying value of the loan approximates to its fair value.
Eurmag: The loan arose in connection with the acquisition of the investment in
Grangesberg. It is the subject of a letter agreement, denominated in Swedish
Krona, is unsecured and carries interest at 6.5% per annum on the principal
only. It is repayable from any future financing undertaken by the company, or
on demand following a notice period of 367 days. The terms of the facility
were approved by an independent committee of the board. The carrying value of
the loan approximates to its fair value.
20 Long term provision
Group
2016 2015
£ £
Provision for site reinstatement (50,000) (50,000)
The provision for site reinstatement covers the estimated costs of
reinstatement at the Parys Mountain site of the work done and changes made by
the group up to the date of the accounts. These costs would be payable on
completion of mining activities (which is estimated to be more than 20
years’ after mining commences) or on earlier abandonment of the site. There
are significant uncertainties inherent in the assumptions made in estimating
the amount of this provision, which include judgements of changes to the legal
and regulatory framework, magnitude of possible contamination and the timing,
extent and costs of required restoration and rehabilitation activity.
21 Share capital
Ordinary shares of 1p Deferred shares of 4p Total
Issued and Nominal Number Nominal Number Nominal
fully paid value £ value £ value £
-
At 31 March 2014, 2015 and 2016 1,606,081 160,608,051 5,510,833 137,770,835 7,116,914
The deferred shares are non-voting, have no entitlement to dividends and have
negligible rights to return of capital on a winding up.
22 Equity-settled employee benefits
2004 Unapproved share option plan
This group plan provides for a grant price equal to or above the average
quoted market price of the ordinary shares for the three trading days prior to
the date of grant. All options granted to date have carried a performance
criterion, namely that the company's share price performance from the date of
grant must exceed that of the companies in the top quartile of the FTSE 100
index. The vesting period for any options granted since 2004 has been one
year. If the options remain unexercised after a period of 10 years from the
date of grant, they expire. Options are forfeited if the employee leaves
employment with the group before the options vest.
2016 2015
Options Weighted average exercise price in pence Options Weighted average exercise price in pence
Outstanding at beginning of period 6,050,000 17.06 11,550,000 10.90
Granted during the period - - - -
Forfeited during the period - - - -
Exercised during the period - - - -
Expired during the period 1,550,000 4.13 5,500,000 4.13
Outstanding at the end of the period 4,500,000 19.27 6,050,000 17.06
Exercisable at the end of the period 4,500,000 19.27 6,050,000 17.06
The plan has now closed and no options were granted or forfeited in the year.
Options over 1,550,000 shares expired during the year. The options outstanding
at 12H31 March 2016 had a weighted average exercise price of 19.27 pence (2015
– 17.06 pence), and a weighted average remaining contractual life of 2 years
(2015 – 2 years). As all options had vested by 31 March 2010, the group
recognised no expenses in respect of equity-settled employee remuneration in
respect of the years ended 31 March 2015 and 2016.
2014 Unapproved share option plan
This group plan, approved on 30 September 2014, has very similar terms and
conditions to the 2004 plan. No option grants have yet been made under this
plan.
A summary of options granted and outstanding, all of which are over ordinary
shares of 1 pence, is as follows:
Scheme Number Nominal value £ Exercise price Exercisable from Exercisable until
2004 Unapproved 3,800,000 38,000 21.90p 26 November 2008 26 November 2017
2004 Unapproved 700,000 7,000 5.00p 27 March 2010 27 March 2019
Total 4,500,000 45,000
23 Results attributable to Anglesey Mining plc
The loss after taxation in the parent company amounted to £242,692 (2015 loss
£313,039). The directors have taken advantage of the exemptions available
under section 408 of the Companies Act 2006 and not presented an income
statement for the company alone.
24 Financial instruments
Capital risk management
There have been no changes during the year in the group’s capital risk
management policy.
The group manages its capital to ensure that entities in the group will be
able to continue as going concerns while optimising the debt and equity
balance. The capital structure of the group consists of debt, which includes
the borrowings disclosed in note 19, the cash and cash equivalents and equity
comprising issued capital, reserves and retained earnings.
The group does not enter into derivative or hedging transactions and it is the
group's policy that no trading in financial instruments be undertaken. The
main risks arising from the group's financial instruments are currency risk
and interest rate risk. The board reviews and agrees policies for managing
each of these risks and these are summarised below.
Interest rate risk
The amounts advanced under the Juno loans are at a fixed rate of interest of
10% per annum and as a result the group is not exposed to interest rate
fluctuations. Interest received on cash balances is not material to the
group’s operations or results.
The company (Anglesey Mining plc) is exposed to minimal interest rate risks.
Liquidity risk
The group has ensured continuity of funding through a mixture of issues of
shares and the working capital agreement with Juno Limited.
Trade creditors are payable on normal credit terms which are usually 30 days.
The loans due to Juno and Angmag carry a notice period of 367 days. Juno, in
keeping with its practice since drawdown commenced more than 10 years ago, has
indicated that it has no current intention of demanding repayment. No such
notice had been received by 13 July 2016 in respect of either of the loans and
they are classified as having a maturity date between one and two years from
the period end.
Currency risk
The presentational currency of the group and company is pounds sterling. The
loan from Juno Limited is denominated in pounds sterling. As a result, the
group has no currency exposure in respect of this loan. Currency risk in
respect of the investment in LIM is no longer significant.
In respect of the investment in Grangesberg in Sweden if the rate of exchange
between the Swedish Krona and sterling were to weaken against sterling by 10%
there would be a loss to the group of £8,768 (2015 - £8,300) and if it were
to move in favour of sterling by a similar amount there would be a gain of
£10,716 (2015 - £10,100). Regarding liabilities denominated in Krona if the
rate of exchange between the Swedish Krona and sterling were to weaken against
sterling by 10% there would be a gain to the group of £22,315 (2015 -
£20,600) and if it were to move in favour of sterling by a similar amount
there would be a loss of £27,273 (2015 - £25,200).
In respect of the group’s Canadian dollar holding, if the rate of exchange
between the Canadian dollar and sterling were to weaken against sterling by
10% there would be a loss to the group of £108 (2015 - £1,800) and if it
were to move in favour of sterling by a similar amount there would be a gain
of £132 (2015 - £2,200).
Potential exchange variations in respect of other foreign currencies are not
material.
Credit risk
The directors consider that the entity has limited exposure to credit risk as
the entity has immaterial receivable balances at the year-end on which a third
party may default on its contractual obligations. The carrying amount of the
group’s financial assets represents its maximum exposure to credit risk.
Cash is deposited with BBB or better rated banks.
Group Available for sale assets Loans & receivables
31 March 2016 31 March 2015 31 March 2016 31 March 2015
£ £ £ £
Financial assets
Investments 1 1 - -
Deposit - - 123,078 122,806
Other debtors - - 32,759 30,977
Cash and cash equivalents - - 11,504 96,873
- -
1 1 167,341 250,656
31 March 2016 31 March 2015
£ £
Financial liabilities
Trade payables (77,465) (71,538)
Other payables (58,794) (50,019)
Loans (3,097,662) (2,882,502)
(3,233,921) (3,004,059)
Company
Loans & receivables Financial liabilities
31 March 2016 31 March 2015 31 March 2016 31 March 2015
£ £ £ £
Financial assets
Other debtors 15,433 13,945 - -
Cash and cash equivalents 7,867 72,088 - -
Financial liabilities
Trade & other payables - - (117,435) (102,660)
Loan - - (2,852,201) (2,659,916)
23,300 86,033 (2,969,636) (2,762,576)
25 Related party transactions
Transactions between Anglesey Mining plc and its subsidiaries are summarised
in note 13.
Juno Limited
Juno Limited (Juno) which is registered in Bermuda holds 36.1% of the
company’s issued ordinary share capital. The group has the following
agreements with Juno: (a) a controlling shareholder agreement dated September
1996 and (b) a consolidated working capital agreement of 12 June 2002.
Interest payable to Juno is shown in note 7 and the balance due to Juno is
shown in note 19. Except as set out in note 19, there were no transactions
between the group and Juno or its group during the year. Danesh Varma is a
director and, through his family interests, a significant shareholder of Juno.
Grangesberg
Bill Hooley and Danesh Varma are directors of Grangesberg Iron AB and of the
special purpose vehicle Eurmag AB; Danesh Varma has been associated with the
Grangesberg project since 2007 when he became a director of Mikula Mining
Limited, a company subsequently renamed Eurang Limited, previously
involved in the Grangesberg project. He did not take part in the decision to
enter into the Grangesberg project when this was approved by the board. The
group has a liability to Eurmag AB a subsidiary of Eurang amounting to
£245,461 at the year end (2015 – £226,857) – see note 19.
Key management personnel
All key management personnel are directors and appropriate disclosure with
respect to them is made in the directors’ remuneration report.
There are no other contracts of significance in which any director has or had
during the year a material interest.
26 Mineral holdings
Parys
(a) Most of the mineral resources delineated to date are under the western
portion of Parys Mountain, the freehold and minerals of which are owned by the
group. A royalty of 6% of net profits after deduction of capital allowances,
as defined for tax purposes, from production of freehold minerals is payable.
The mining rights over and under this area, and the leasehold area described
in (b) below, are held in the Parys Mountain Mines Limited subsidiary.
(b) Under a lease from Lord Anglesey dated December 2006, the subsidiary Parys
Mountain Land Limited holds the eastern part of Parys Mountain, formerly known
as the Mona Mine. An annual certain rent of £10,700 is payable for the year
beginning 23 March 2015; the base part of this rent increases to £20,000 when
extraction of minerals at Parys Mountain commences; this rental is
index-linked. A royalty of 1.8% of net smelter returns from mineral sales is
also payable. The lease may be terminated at 12 months’ notice and otherwise
expires in 2070.
(c) Under a mining lease from the Crown dated December 1991 there is an annual
lease payment of £5,000. A royalty of 4% of gross sales of gold and silver
from the lease area is also payable. The lease may be terminated at 12
months’ notice and otherwise expires in 2020.
Lease payments
All the group’s leases may be terminated with 12 months’ notice. If they
are not so terminated, the minimum payments due in respect of the leases and
royalty agreement are analysed as follows: within the year commencing 1 April
2016 - £16,521; between 1 April 2017 and 31 March 2022 - £87,767. Thereafter
the payments will continue at proportionate annual rates, in some cases with
increases for inflation, so long as the leases are retained or extended.
27 Material non cash transactions
There were no material non-cash transactions in the year.
28 Commitments
Other than commitments under leases (note 26) there is no capital expenditure
authorised or contracted which is not provided for in these accounts (2015 -
nil).
29 Contingent liabilities
There are no contingent liabilities (2015 - nil).
30 Events after the period end
There are no events after the period end to report.
Notice of AGM
Notice is given that the 2016 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 28 September 2016 at 11.00 a.m. to consider
and, if thought fit, to pass the following resolutions. Resolutions 1 to 12
will be proposed as ordinary resolutions and resolution 13 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 2016
2. To approve the directors' remuneration policy report for the year ended 31
March 2016
3. To approve the directors' remuneration report for the year ended 31 March
2016
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 Roger Turner as a director
9. To reappoint Danesh Varma as a director
10. To reappoint Mazars LLP as auditor
11. To authorise the directors to determine the remuneration of the auditor
As special business
12. 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 £540,000, provided that (unless previously
revoked, varied or renewed) this authority shall expire on 31 December 2017,
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).
13. 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 £401,500
and (unless previously revoked, varied or renewed) this power shall expire on
31 December 2017, 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
25 July 2016
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 26 September 2016 (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 26 September 2016 (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 13 July 2016 (being the last practicable date before the
publication of this notice), the issued share capital consists of 160,608,051
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 13 July 2016 are 160,608,051.
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
http://www.angleseymining.co.uk/.
Directors
John F. Irish, aged 65, 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 69, 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 66, 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 69, 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.
Lean
Howard aged 72, 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
Roger aged 73, non-executive director, is a mining engineer with more than 50 years’ experience in engineering, management and project development. He is a Camborne School of Mines graduate and has an MSc in economic geology. He was previously President and CEO of Nelson Gold Corporation and Oxus Gold plc. He is a member of the remuneration committee.
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