REG - Tertiary Minerals - Result of AGM

Tertiary MineralsAnnouncement

07/03/2025 14:45

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RNS Number : 8763Z  Tertiary Minerals PLC  07 March 2025

7 March 2025

 

Tertiary Minerals plc

("Tertiary" or the "Company")

Results of Annual General Meeting

 

Tertiary Minerals plc (LON: TYM) is pleased to provide the following
information in respect of voting at its Annual General Meeting ("AGM") held on
6 March 2025.

 

Table of Proxies received - all appointing the Chairman as Proxy:

 

 1. Ordinary Resolution:  To receive the Accounts and Reports of the Directors
 and of the Auditors
 Votes For    % of votes cast  Against     % of votes cast  At Chairman's Discretion  % of votes cast  No. Withheld
 695,036,272  95.60            32,002,298  4.40             0                         0                84,224

 

 2. Ordinary Resolution:  To elect Dr M G Armitage as a director
 Votes For    % of votes cast  Against     % of votes cast  At Chairman's discretion  % of votes cast  No. Withheld
 688,448,667  94.75            38,175,266  5.25             0                         0                498,861

 

 3. Ordinary Resolution:  To reappoint Crowe U.K. LLP as Auditor of the
 Company
 Votes For    % of votes cast  Against     % of votes cast  At Chairman's discretion  % of votes cast  No. Withheld
 672,127,184  95.09            34,671,969  4.91             0                         0                20,323,641

 

 4. Ordinary Resolution:  To authorise the directors to allot shares
 Votes For    % of votes cast  Against      % of votes cast  At Chairman's discretion  % of votes cast  No. Withheld
 561,150,436  79.36            145,937,636  20.64            0                         0                20,034,722

 

 5. Special Resolution:  To approve dis-application of pre-emption rights
 Votes For    % of votes cast  Against      % of votes cast  At Chairman's discretion  % of votes cast  No. Withheld
 535,945,073  75.80            171,142,999  24.20            0                         0                20,034,722

 

N.B. Votes withheld are not counted as they are not a vote in law.

 

All resolutions were passed unanimously on a show of hands.

 

The Company's Corporate Governance statement requires the Company to state any
actions to be taken as a result of resolutions for which votes against have
been received from at least 20 per cent of independent votes.

 

For so long as the Company is not income generating on a regular basis, the
passing of resolutions 4 and 5 is considered a necessity for the Company to
continue as a going concern and in order to continue to fund its core business
of minerals exploration and development which is high risk, but which has the
potential to add high value when successful.

 

Resolution 4 is a general shareholder authority to issue new shares. The
Company is unable to issue any new shares without such a shareholder
authority. The authority is, however, capped and in previous years it is rare
that the authority is used in full.

 

The Directors will continue to balance the use of the facility with their duty
to ensure that the Company is able to continue as a going concern and to
ensure that the Company's business can be advanced. It will also continue to
consider opportunities to generate income and offset its own expenditure
through joint ventures arrangements with other companies. In 2024, over US$2.5
million was spent by third-party partners on the Company's projects and a high
level of partner expenditure is anticipated in 2025.

 

Resolution 5 allows the Company to carry out fundraisings other than through a
rights issue to all shareholders. As with Resolution 4, this is never a
popular resolution, but rights issues can be prohibitively expensive,
particularly for smaller fundraises, and they tend to have a low level of
success when the share price is volatile. Furthermore, many shareholders hold
their shares in broker nominee accounts which complicates their participation
in rights issues.

 

In the past, the Company has provided a facility for shareholders to
participate in fundraising alongside and on the same terms as a share placing,
through their broker (a "Broker Option"). However, shareholder take up was
low.

 

In future, and importantly, provided sufficient demand is communicated to the
Company from shareholders, the Company will consider incorporating a Broker
Option into any future fundraising.

 

The Company is keen to maintain an active dialogue with shareholders to ensure
that concerns around any future fundraising are addressed.

 

 

For more information please contact:

 Tertiary Minerals plc:
 Patrick Cheetham, Executive Chairman      +44 (0) 1625 838 679
 SP Angel Corporate Finance LLP - Nominated Adviser and Broker
 Richard Morrison                          +44 (0) 203 470 0470
 Jen Clarke
 Peterhouse Capital Limited - Joint Broker
 Lucy Williams        + 44 (0) 207 469 0930
 Duncan Vasey

 

Note to Editors

Tertiary Minerals plc (LON: TYM) is an AIM traded mineral exploration and
development company whose strategic focus is on energy transition and precious
metals. The Company's portfolio of projects are located in stable and
democratic, geologically prospective, mining-friendly jurisdictions.
Tertiary's principal activities are the discovery and development of copper,
gold and silver resources in Nevada and in Zambia.

 

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