TRE
Toubani Resources Limited
ASX
Notice of Annual General Meeting/Proxy Form
Sentiment:
Notice of Annual General Meeting
30 April 2025 2:28 AM
Toubani Resources Limited will hold its annual general meeting on May 30, 2025, in Perth, Western Australia, to discuss the annual report, director re-elections, non-executive director fees, employee incentive plan, and a placement facility.
Capital raise
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.
Summary
- Toubani Resources Limited will hold its annual general meeting on Friday, 30 May 2025, at 3:00pm (AWST) in Perth, WA.
- Shareholders are encouraged to vote by directed proxy, with proxy forms to be lodged by 3:00pm (AWST) on Wednesday, 28 May 2025.
- The agenda includes considering the Annual Report for the financial year ended 31 December 2024.
- Shareholders will vote on the Remuneration Report (Resolution 1), which is advisory only.
- The meeting will also include the re-election of Mr Scott Perry as Director (Resolution 2) and the election of Mr Matt Wilcox (Resolution 3) and Mr Mike Nelson (Resolution 4) as Directors.
- Shareholders will vote on increasing the maximum total fees payable to non-executive Directors from $275,000 to $450,000 per annum (Resolution 5).
- The renewal of the Employee Incentive Equity Plan (Resolution 6) will also be voted on, allowing for the grant of up to 34,343,993 Incentive Securities.
- Shareholders will consider approving a 10% Placement Facility (Resolution 7) to issue Equity Securities up to 10% of the Company's issued capital.
Sentiment
Score: 7
Explanation: The document is neutral to positive. It outlines standard AGM procedures and seeks approvals for measures that could benefit the company's future growth and operations. The potential dilution from the placement facility is a minor concern.
Highlights
- The Annual General Meeting (AGM) will be held on Friday, 30 May 2025, at 3:00pm (AWST) in Perth, WA.
- Shareholders are encouraged to vote by directed proxy, with proxy forms due by Wednesday, 28 May 2025.
- The agenda includes the re-election of Mr Scott Perry and the election of Mr Matt Wilcox and Mr Mike Nelson as Directors.
- The company is seeking approval to increase non-executive director fees from $275,000 to $450,000 per annum.
- Shareholders will vote on the renewal of the Employee Incentive Equity Plan, allowing for up to 34,343,993 Incentive Securities to be granted.
- Approval is sought for a 10% Placement Facility to issue Equity Securities up to 10% of the company's issued capital.
Positives
- The re-election and election of experienced directors like Scott Perry, Matt Wilcox, and Mike Nelson can bring valuable expertise to the board.
- Renewal of the Employee Incentive Equity Plan can help attract and retain key staff by aligning their interests with those of shareholders.
- Approval of the 10% Placement Facility provides the company with additional financial flexibility to raise capital if needed.
Negatives
- Increasing non-executive director fees from $275,000 to $450,000 per annum could be perceived negatively if not justified by increased responsibilities or company performance.
- The 10% Placement Facility, if utilized, could dilute existing shareholders' ownership.
Risks
- Failure to pass the Remuneration Report for two consecutive years could lead to a board spill.
- If the increase in non-executive director fees is not approved, the company may struggle to attract and retain qualified directors.
- If the 10% Placement Facility is approved and used, there is a risk of dilution for existing shareholders.
- The company's ability to achieve its business objectives depends on the effectiveness of the Employee Incentive Plan in attracting and retaining key staff.
Future Outlook
The company seeks shareholder approval for several resolutions to provide flexibility in governance, director compensation, employee incentives, and capital raising, which are intended to support future growth and development.
Management Comments
- The Board believes that grants made to eligible participants under the Employee Incentive Plan will provide a powerful tool to underpin the Company's employment and engagement strategy.
- The Board has conducted a review of the non-executive Director remuneration pool and determined that an increase to the non-executive Directors fee pool to $450,000 per annum is appropriate.
Industry Context
In the mining industry, it is common practice to use equity incentive plans to attract and retain talent, aligning employee interests with shareholder value. Seeking approval for a placement facility is also a standard practice for companies to maintain financial flexibility for future projects or acquisitions.
Comparison to Industry Standards
- Increasing non-executive director fees is a common practice in the mining industry to attract experienced board members, with fees varying based on company size, project complexity, and location.
- Employee incentive plans are widely used in the mining sector, often involving a mix of shares, options, and performance rights, with vesting conditions tied to project milestones or company performance.
- Placement facilities are a standard tool for junior mining companies to raise capital quickly, similar to companies like Tietto Minerals Limited and West African Resources who have successfully developed projects in West Africa.
Stakeholder Impact
- Shareholders: Approval of the resolutions could impact shareholder value through potential dilution (placement facility) or improved company performance (employee incentives).
- Employees: The Employee Incentive Plan aims to attract and retain key staff, potentially improving morale and productivity.
- Directors: The increase in non-executive director fees could attract more qualified candidates.
- Potential Investors: The 10% Placement Facility provides the company with flexibility to raise capital, which could be attractive to potential investors.
Next Steps
- Shareholders need to review the Notice and Explanatory Memorandum carefully.
- Shareholders should decide how to vote on each resolution, either by attending the meeting or submitting a proxy form.
- The company will hold the Annual General Meeting on 30 May 2025.
- The company will announce the results of the resolutions after the meeting.
Key Dates
- 31 December 2024: Financial year end for the Annual Report being considered at the meeting
- 27 May 2024: Mr Matt Wilcox was appointed as a Non-Executive Director
- 31 May 2024: Date of previous AGM where Shareholder approval was obtained under Listing Rule 7.1A
- 31 July 2024: Shareholders approved to set the maximum annual aggregate amount payable as remuneration to all non-executive Directors by way of directors' fees (at $275,000 per annum (inclusive of superannuation).
- 28 August 2024: Date of issue of Ordinary Shares under Listing Rule 7.1A.2
- 17 September 2024: Mr Mike Nelson was appointed as a Non-Executive Director
- 31 October 2024: Definitive Feasibility Study (DFS) completed and announced
- 24 April 2025: Closing price of the Shares on ASX ($0.265) used for dilution calculation example
- 28 May 2025: Deadline for lodging proxy forms (3:00pm AWST) and record date for voting eligibility (3:00pm AWST).
- 30 May 2025: Date of the Annual General Meeting (3:00pm AWST).
Keywords
Annual General Meeting, Director Election, Remuneration Report, Employee Incentive Plan, Placement Facility, Shareholders, Proxy Voting, Toubani Resources
TRE
Toubani Resources Limited
ASX
Sector: Materials
Filings with Classifications
Capital raise
30 April 2025 2:40 AM
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.
Capital raise
30 April 2025 2:28 AM
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 raise
29 April 2025 7:33 PM
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.
Capital raise
27 April 2025 7:50 PM
Trading Halt Request
- The company intends to make an announcement regarding a proposed strategic partnership and accompanying capital raising.
Capital raise
26 March 2025 1:53 AM
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.
Capital raise
27 January 2025 5:51 PM
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.
Better than expected
27 January 2025 5:51 PM
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.
Better than expected
27 January 2025 5:41 PM
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.
Capital raise
30 October 2024 6:05 PM
Feasibility Study
- The company will need to raise capital to fund the project's development, construction, commissioning, and operation.
Better than expected
30 October 2024 6:05 PM
Feasibility Study
- The project's financial metrics, including NPV, IRR, and payback period, significantly exceeded expectations.
Better than expected
30 October 2024 6:00 PM
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.
Delay expected
20 September 2024 4:31 AM
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.
Capital raise
8 September 2024 7:18 PM
Investor Presentation
- Tranche 1 & 2 of a placement announced on 21 August 2024, with Tranche 2 subject to shareholder approval in October 2024.
Better than expected
29 July 2024 7:03 PM
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.
Capital raise
29 July 2024 7:03 PM
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.
Delay expected
8 July 2024 7:04 PM
Missing type for ID: 4236
- ASX:TRE announces a delay.
Better than expected
1 July 2024 7:09 PM
Mineral Resource Estimate Update
- The 2024 MRE exceeded the Company's expectations in ounces converted and increases in grade.
Capital raise
31 May 2024 2:53 AM
AGM Results
- The company has approval for a 10% placement facility, which allows them to raise capital by issuing new shares.
Better than expected
21 May 2024 7:10 PM
Exploration Update
- The drilling results are better than expected due to the high-grade and wide intersections across multiple areas of the deposit.
Better than expected
29 April 2024 9:32 PM
Quarterly Activities Report
- The initial drill results show numerous near-surface, high-grade oxide intersections, which are better than expected.
Worse than expected
29 April 2024 8:18 PM
Annual Results
- The company reported a loss of $6,625,026, which is worse than the previous year's loss of $5,136,694.
Capital raise
29 April 2024 6:10 PM
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.
Capital raise
23 April 2024 7:20 PM
Trading Halt Request
- The company intends to make an announcement regarding a proposed capital raising.
Better than expected
21 April 2024 6:55 PM
Exploration Update
- The document contains better than expected results due to the high-grade gold intercepts reported from the Kobada Gold Project.
Better than expected
10 April 2024 6:22 PM
Exploration Update
- The drilling results are better than expected due to the high-grade and near-surface oxide mineralization encountered.
Worse than expected
25 March 2024 6:05 PM
Annual Results
- The company's net loss increased from the previous year, indicating a worsening financial performance.
Capital raise
25 March 2024 6:05 PM
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.