Bellzone Mining PLC Notice of AGM and Board Change (5269K)

TIDMBZM

RNS Number : 5269K

Bellzone Mining PLC

10 July 2017

BELLZONE MINING PLC

("Bellzone" or "the Company")

Notice of Annual General Meeting and Board change

AGM Notice

Bellzone Mining plc (AIM: BZM) announces notice of its Annual General Meeting (the "AGM Notice").

The resolutions detailed in the AGM Notice will be proposed at the Annual General Meeting of the Company to be held in the Boardroom, Consortia Secretaries Limited, 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands at 11.00am London time on Friday, 28 July 2017.

The AGM will be held in the Boardroom, Consortia Secretaries Limited, 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands at 11.00 a.m. London time on Friday, 28 July 2017.

The resolutions to be proposed at the AGM comprise:

1. an ordinary resolution to receive and adopt the financial statements of the Company for the year ended 31 December 2016 and the directors' and auditors' reports thereon;

2. an ordinary resolution to re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors of the Company to fix their remuneration;

3. an ordinary resolution to re-appoint Antony Gardner-Hillman as a director of the Company (such re-appointment being recommended by the directors of the Company);

4. an ordinary resolution to re-appoint Simon Brickles as a director of the Company (such appointment being recommended by the directors of the Company);

5. an ordinary resolution authorising the directors of the Company for the purposes of Article 2.3 of the Company's articles of association (the "Articles") to allot relevant securities (as that term is defined in the Articles) in respect of up to an additional four hundred and forty million, nine hundred and fifty-seven thousand (440,957,000) ordinary shares (being equal to 30% of the number of ordinary shares in issue on Friday, 7 July 2017);

6. a special resolution, in the context of the Company's ongoing requirement for funding to develop projects, pursuant to Article 2.10 of the Articles dis-applying the pre-emption provisions in Articles 2.4 to 2.8 of the Articles in relation to the issue of equity securities (as that term is defined in the Articles) for cash in the following circumstances:

(i) the allotment of equity securities in connection with a pre-emptive issue (whether by a rights issue, open offer or otherwise) to holders of the ordinary shares of the Company on a date fixed by the directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date, but the directors of the Company may make such exclusions or other arrangements as they may deem necessary or expedient in relation to any fractional entitlements, treasury shares, legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any relevant regulatory body or stock exchange; and

(ii) to the allotment (other than under paragraph (i) above) of equity securities up to a maximum number of two hundred and twenty million, four hundred and seventy-eight thousand (220,478,000) equity securities (representing 15% of the number of ordinary shares in issue on Friday, 7 July 2017); and

7. subject to the special resolution numbered 6. having been duly adopted, a special resolution, in the context of the Company's ongoing requirement for funding to develop projects, pursuant to Article 2.10 of the Articles dis-applying the pre-emption provisions in Articles 2.4 to 2.8 of the Articles in relation to the allotment and issue of further equity securities (as that term is defined in the Articles) for cash up to a maximum number of two hundred and twenty million, four hundred and seventy-eight thousand (220,478,000) equity securities (representing a further 15% of the number of ordinary shares in issue on Friday, 7 July 2017).

Copies of the Annual Report & Accounts for the year ended 31 December 2016, the full AGM Notice and the Form of Proxy for Shareholders are available from the Company's website www.bellzone.com. Shareholders who wish to vote should download the Form of Proxy and complete it in accordance with the Notes which form part of the Form of Proxy.

Copies of the Annual Report & Accounts for the year ended 31 December 2016, the AGM Notice and the Form of Proxy for the AGM will be posted to Shareholders who have requested the Company to continue to send copies of communications to Shareholders by post, today, 10 July 2017.

Board Change

Angel Tong has given notice of her intention to stand down from the board of Bellzone with effect from completion of the AGM, in order to pursue other interests.

Michael Farrow, Chairman, commented "I would like to put on record on behalf of the Board of Bellzone our heartfelt thanks to Angel for her advice and for taking a leading part in developing a good relationship and strong understanding with our largest shareholder, Hudson Global. We wish Angel all the very best in her future pursuits."

Enquiries:

 
 Bellzone Mining plc 
  Simon Edwards                    [phone] 
 WH Ireland Limited 
  Nominated Adviser and 
  Broker 
  James Joyce / James Bavister     [phone] 
 Bell Pottinger 
  Financial Public and Investor 
  Relations 
  Victoria Geoghegan / Liz 
  Morley                           [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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July 10, 2017 02:00 ET (06:00 GMT)