Nyota Minerals Limited Result of General Meeting and Company update (8749J)

TIDMNYO

RNS Number : 8749J

Nyota Minerals Limited

03 July 2017

For immediate release

3 July 2017

NYOTA MINERALS LIMITED

RESULTS OF GENERAL MEETING AND COMPANY UPDATE

Meeting results

In accordance with ASX Listing Rule 3.13.2, the following resolutions were voted on by show of hands or poll, as indicated below, by shareholders at the General Meeting of Nyota Minerals Limited (Nyota or Company) held at 10:30am (Sydney time) on Monday 3 July 2017 (Meeting). Resolution 1 (Appointment of Mr James Patrick Normand as a Director) and Resolution 6 (Authority to issue Shares) were ultimately withdrawn from consideration at the Meeting.

Capitalised terms not defined in this announcement have the meaning ascribed to those terms in the notice of general meeting and accompanying explanatory memorandum dated 30 May 2017 (Notice).

The dominant purpose of the Meeting was to approve the restructure of the Company's balance sheet and provide for shareholder approval to enter into a long-term brokerage and adviser relationship with Peterhouse Corporate Finance Limited (Peterhouse).

A substantial amount of time and costs have been expended in working through the complex issues that were the subject of the Meeting and it was disappointing that the number of shareholders voting was not as high as expected.

The consensus of the Meeting was largely to reject the Company's capital raising plans and the issue of shares and warrants to Peterhouse and its clients as indicated below.

 
 #    Resolution                             Outcome     Voting 
---  -----------------------------------  ------------  -------- 
 2    Consolidation of Shares              Not carried    Poll 
---  -----------------------------------  ------------  -------- 
 3    Authority to issue Shares            Not carried    Poll 
---  -----------------------------------  ------------  -------- 
 4    Authority to issue Loan Conversion   Not carried    Poll 
       Shares(1) 
---  -----------------------------------  ------------  -------- 
 5    Authority to issue Warrants          Not carried    Poll 
---  -----------------------------------  ------------  -------- 
 7    Authority to issue Shares            Not carried    Poll 
---  -----------------------------------  ------------  -------- 
 8    Ratify a past issue of Shares          Carried     Show of 
                                                          hands 
---  -----------------------------------  ------------  -------- 
 9    Approval of Share based payment        Carried     Show of 
       to Mr Jonathan Morley-Kirk                         hands 
---  -----------------------------------  ------------  -------- 
 10   Approval of delisting from             Carried     Show of 
       ASX                                                hands 
---  -----------------------------------  ------------  -------- 
 

Note 1: While Resolution 4 was carried on a poll, it failed as it was dependent on the passing of Resolution 3 which was not carried. See below for more information.

In accordance with section 251AA of the Corporations Act 2001 (Cth), the total number of valid proxy votes received in respect of each resolution that was put to the meeting is set out in the attached report.

Company update and ASX de-listing

The uncertainty caused by the vote at the Meeting and the lack of support for the board's activities has resulted in a situation where the board acknowledges that a strategic renewal is required.

Resolution 1 relating to the re-election of Mr Normand was withdrawn. Under the Australian Corporations Act, the Company is required to have at least 3 directors. Given this requirement and the fact that Mr Normand is entitled under the Company's constitution to remain in office, Mr Normand will remain on the board until another director is appointed by the board.

While Resolution 2 was not passed, it is the intention of the board to engage with shareholders and provide more information on the value to them and to the Company in proceeding with a consolidation of shares at a later date, subject to obtaining shareholder approval at that time.

The passing of Resolution 4, prima facie provides for the conversion of the GBP200,000 loan from Bigdish Ventures Limited to shares in the Company at a price of GBP0.0002. However as detailed in the Notice this Resolution 4 was dependent on the passing of Resolution 3. The board will seek legal advice on this and also liaise with Mr Aidan Bishop, Chairman of Bigdish Ventures Limited, on the loan conversion. Mr Bishop has indicated that he will continue to work with Nyota to ensure that the Company continues its work-out in a measured and orderly manner.

The effect of Resolutions 3 and 4 not passing means that the Company's ability to raise further capital has been curtailed in the short term. Nonetheless the Company will continue to investigate opportunities to add value to long-suffering shareholders.

It is noted that Resolution 10 to delist from ASX was passed and therefore the Company intends to proceed with the removal of the Company from the official list of ASX and the associated sale of small unmarketable holdings (UMPs). Shareholders will receive further information on these processes in accordance with the following indicative timetable. The date for de-listing is still to be agreed with ASX, but will be no earlier than 3 August 2017.

 
 Action                                              Date 
-----------------------------------------------  ----------- 
 RECORD DATE for the purposes of determining        6 July 
  holders of UMPs 
-----------------------------------------------  ----------- 
 Dispatch of notice to shareholders regarding      12 July 
  delisting on ASX and sale of UMPs 
-----------------------------------------------  ----------- 
 EFFECTIVE DATE of delisting on ASX                3 August 
-----------------------------------------------  ----------- 
 First date UMPs can be sold by Nyota             28 August 
-----------------------------------------------  ----------- 
 Dispatch of share certificates to shareholders   30 August 
  post-delisting and dispatch of notice 
  regarding converting shares to depositary 
  interests on AIM 
-----------------------------------------------  ----------- 
 Last date for sale of UMPs by Nyota under        10 October 
  Schedule 5 of the constitution 
-----------------------------------------------  ----------- 
 

Mr Sergii Budkin, Nyota's Non-executive Chairman, added that "the board remains focused on securing new business opportunities and appropriate financing in order that our shareholders can look forward to a constructive corporate future".

This announcement contains inside information for the purposes of Article 7 of EU Regulation 956/2014.

For more information please visit www.nyotaminerals.com or contact:

 
 Andrew Wright      Director, Nyota Minerals    [e-mail] 
                     Limited 
-----------------  --------------------------  ---------------------- 
 Michael Cornish    Beaumont Cornish Limited    +44 (0) 207 
  James Biddle       Nominated Advisor           628 3396 
-----------------  --------------------------  ---------------------- 
 Lucy Williams      Peterhouse Corporate        +44 (0) 20 
  Eran Zucker        Finance Limited             7469 0930 
-----------------  --------------------------  ---------------------- 
 

NYOTA MINERALS LIMITED

Results of General Meeting

(ASX Report)

Monday 3 July 2017

As required by section 251AA(2) of the Corporations Act 2001 (Cth) the following statistics are provided in respect of the resolution on the agenda.

Note the resolutions were decided by a show of hands or poll as set out below.

 
                       Manner in which the securityholder directed the proxy vote (as at proxy close)   Manner of vote 
--------------------  -------------------------------------------------------------------------------  --------------- 
 Resolution                   Votes                 Votes                Votes              Votes 
                               For                 Against            Discretionary        Abstain 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 
 1. Appointment of                             This resolution was withdrawn                                  - 
 Mr James Patrick 
 Normand as a 
 Director 
--------------------  -------------------------------------------------------------------------------  --------------- 
 2. Consolidation of 
  Shares               9,898,519             263,131,488           667,705              654,630              Poll 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 
 3. Authority to 
  issue Shares         9,898,519             263,222,387           576,806              654,630              Poll 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 
 4. Authority to 
  issue Loan 
  Conversion Shares    188,632,578           85,142,958            576,806              0                    Poll 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 
 5. Authority to 
  issue Warrants       41,539,069            231,581,837           576,806              654,630              Poll 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 
 6. Authority to                               This resolution was withdrawn                                  - 
 issue Shares 
--------------------  -------------------------------------------------------------------------------  --------------- 
 7. Authority to 
  issue Shares         41,539,069            231,581,837           576,806              654,630              Poll 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 

 8. Ratify a past 
  issue of Shares      79,155,193            193,960,713           576,806              659,630         Show of hands 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 
 9. Approval of 
  Share based 
  payment to Mr 
  Jonathan 
  Morley-Kirk          220,801,488           52,947,348            576,806              26,700          Show of hands 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 
 10. Approval of 
  delisting from ASX   257,272,563           16,109,983            576,806              392,990         Show of hands 
--------------------  --------------------  --------------------  -------------------  --------------  --------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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July 03, 2017 02:30 ET (06:30 GMT)