Notice of Annual General Meeting/Proxy Form
Summary
- Toubani Resources Limited will hold its Annual General Meeting (AGM) on Friday, May 31, 2024, at 2:00pm (AWST) at 1202 Hay Street, West Perth WA 6005.
- Shareholders are encouraged to vote by directed proxy, with proxy forms to be lodged before 2:00pm (AWST) on Wednesday, May 29, 2024.
- The agenda includes considering the Annual Report for the year ended December 31, 2023, the Remuneration Report, the re-election of Mr. Daniel Callow as Director, the re-appointment of BDO Audit (WA) Pty Ltd as auditor, and approval of a 10% Placement Facility.
- A poll will be conducted for all resolutions.
- The company had 133,865,666 shares on issue as of the notice date.
Sentiment
Score: 7
Explanation: The document is a standard AGM notice, so the sentiment is neutral to slightly positive. The company is taking steps to ensure good governance and provide shareholders with opportunities to participate.
Highlights
- The Annual General Meeting (AGM) of Toubani Resources Limited will be held on May 31, 2024.
- Shareholders are encouraged to vote by proxy, with a deadline of May 29, 2024.
- The AGM will address the Annual Report for the year ended December 31, 2023.
- Mr. Daniel Callow is up for re-election as a Director.
- BDO Audit (WA) Pty Ltd is nominated for re-appointment as auditor.
- Shareholders will vote on the approval of a 10% Placement Facility.
- As of April 29, 2024, the company had 133,865,666 shares on issue.
- The company is seeking approval for a 10% placement facility under Listing Rule 7.1A, in addition to its 15% placement capacity under Listing Rule 7.1.
Positives
- The company is providing shareholders with the opportunity to discuss the Annual Report and ask questions about the company's management and audit.
- The re-election of Mr. Daniel Callow brings over 28 years of mining experience in Africa to the board.
- Approval of the 10% Placement Facility would give the company additional flexibility in raising capital.
Negatives
- If the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, it could lead to the re-election of the entire board (excluding the Managing Director).
- Existing shareholders' voting power will be diluted if the company issues equity securities under the 10% Placement Facility.
Risks
- The market price for the company's equity securities may be significantly lower on the date of issue of equity securities than on the date of the meeting.
- Equity securities may be issued at a discount to the market price.
- There is a risk of dilution for existing shareholders if the 10% Placement Facility is approved and utilized.
Future Outlook
The company intends to use funds raised from the potential issue of Equity Securities under the 10% Placement Facility towards continued exploration and development activities and for general working capital.
Industry Context
The 10% Placement Facility is a common mechanism for smaller ASX-listed companies to raise capital, providing flexibility beyond the standard 15% placement rule.
Comparison to Industry Standards
- Many ASX-listed companies with market capitalizations under $300 million seek shareholder approval for a 10% placement facility to provide additional funding flexibility.
- The standard placement capacity under Listing Rule 7.1 is 15%, so the 10% placement facility under Listing Rule 7.1A provides an additional avenue for raising capital without further shareholder approval for each placement.
- Companies like Chalice Mining and De Grey Mining, when they were smaller, utilized similar placement facilities to fund exploration and development activities.
Stakeholder Impact
- Shareholders: Have the opportunity to vote on key resolutions and influence the direction of the company.
- Employees: Benefit from the company's continued exploration and development activities, which could lead to job creation and growth.
- Potential Investors: May be interested in participating in future equity placements if the 10% Placement Facility is approved.
- Creditors: The company's ability to raise capital through equity placements could improve its financial stability and ability to meet its obligations.
Next Steps
- Shareholders should review the Notice and Explanatory Memorandum carefully.
- Shareholders should lodge their proxy forms by the deadline of May 29, 2024.
- The company will hold the Annual General Meeting on May 31, 2024.
- The company will announce the results of the resolutions passed at the AGM.
Key Dates
- 31 December 2023: End of financial year for the Annual Report.
- 29 April 2024: Date of the Notice of Annual General Meeting.
- 29 May 2024: Deadline for lodging proxy forms (2:00pm AWST).
- 29 May 2024: Eligibility date for voting at the Meeting (5:00pm AWST).
- 31 May 2024: Date of the Annual General Meeting (2:00pm AWST).
Keywords
Filings with Classifications
Quarterly Activities Report
- Toubani announced it had received rm commitments to raise A$29 million in a two-tranche placement.
- The placement includes a ~A$15.2m transformational investment by A2MP Investments DMCC (A2MP) a wholly owned subsidiary of Eagle Eye Asset Holdings Pte Ltd. (EEA), (a single-family oce based in Singapore) and supported by the African Export-Import Bank (Afreximbank), one of Africas most prominent multilateral nancial institutions ('Strategic Investment').
- A2MP and Toubani have also executed a non-binding, non-exclusive debt commitment letter for A2MP to provide Toubani with a minimum US$160m debt facility as part of its ongoing debt nancing process.
Notice of Annual General Meeting
- The company is seeking approval for a 10% Placement Facility, which would allow them to issue up to 10% of their issued capital in Equity Securities.
- The funds raised from this facility could be used for continued exploration and development activities and/or for general working capital.
Capital Raising Announcement
- Toubani Resources is undertaking a two-tranche placement to raise A$29 million.
- The company directors intend to subscribe for an additional A$290,000 subject to shareholder approval.
- A2MP may participate in future capital raisings, subject to negotiation and shareholder approval.
Trading Halt Request
- The company intends to make an announcement regarding a proposed strategic partnership and accompanying capital raising.
Annual Report
- The company requires additional financing to carry out its exploration and development activities.
- The company is actively strengthening an already impressive asset, reducing uncertainties, and bolstering its readiness for the next steps.
Investor Presentation
- The project's low AISC of US$1,004/oz is better than many of its peers.
- The project's rapid payback period of 1.5 years is better than many other gold development projects.
- The project's low initial capital expenditure of US$216 million is better than many other gold development projects of similar scale.
Investor Presentation
- The company has appointed Endeavour Financial to lead project financing workstream.
- The company is in discussions with the Mali Government to secure the long-term future of the Kobada Gold Project.
Quarterly Activities Report
- The Definitive Feasibility Study results exceeded expectations with a high NPV, IRR, and low payback period.
- The project's low capital intensity and competitive operating costs position it favorably compared to industry standards.
Feasibility Study
- The company will need to raise capital to fund the project's development, construction, commissioning, and operation.
Feasibility Study
- The project's financial metrics, including NPV, IRR, and payback period, significantly exceeded expectations.
Feasibility Study
- The results of the Definitive Feasibility Study were better than expected due to significantly higher than anticipated post-tax NPV and IRR, driven by a combination of higher gold prices and lower than anticipated operating costs.
Option Terms and Conditions
- Share issuance may be delayed up to five business days pending receipt of exercise notice, payment, and compliance with the Corporations Act.
Investor Presentation
- Tranche 1 & 2 of a placement announced on 21 August 2024, with Tranche 2 subject to shareholder approval in October 2024.
Quarterly Activities Report
- The company increased the Kobada Mineral Resource Estimate to 2.0Moz in the Indicated category, a 30% increase from the 2023 MRE.
Quarterly Activities Report
- The company has less than 2 quarters of cash available for future operating activities.
- The company will need to raise further cash to fund its operations.
Missing type for ID: 4236
- ASX:TRE announces a delay.
Mineral Resource Estimate Update
- The 2024 MRE exceeded the Company's expectations in ounces converted and increases in grade.
AGM Results
- The company has approval for a 10% placement facility, which allows them to raise capital by issuing new shares.
Exploration Update
- The drilling results are better than expected due to the high-grade and wide intersections across multiple areas of the deposit.
Quarterly Activities Report
- The initial drill results show numerous near-surface, high-grade oxide intersections, which are better than expected.
Annual Results
- The company reported a loss of $6,625,026, which is worse than the previous year's loss of $5,136,694.
Notice of Annual General Meeting
- The company is seeking approval for a 10% Placement Facility, which would allow it to issue equity securities up to 10% of its issued share capital over a 12-month period.
- The funds raised from the potential issue of Equity Securities under the 10% Placement Facility would be used towards continued exploration and development activities and for general working capital.
Trading Halt Request
- The company intends to make an announcement regarding a proposed capital raising.
Exploration Update
- The document contains better than expected results due to the high-grade gold intercepts reported from the Kobada Gold Project.
Exploration Update
- The drilling results are better than expected due to the high-grade and near-surface oxide mineralization encountered.
Annual Results
- The company's net loss increased from the previous year, indicating a worsening financial performance.
Annual Results
- The Company has finite financial resources and no current cash flow from producing assets and therefore requires additional financing in order to carry out its exploration and development activities.
- There can be no assurance that any such funding will be available to the Company on favourable terms or at all.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.