8 August 2022
Bushveld Minerals Limited
("Bushveld Minerals," "Bushveld" or the "Company")
Annual General Meeting Results and Appointment of Interim Chairperson
Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated primary vanadium producer and energy storage provider, with ownership of high-grade assets in South Africa, announces that all resolutions put to shareholders at the Annual General Meeting held earlier today were duly passed.
| No. | ORDINARY RESOLUTIONS | VOTES | ||
| IN FAVOUR | AGAINST | WITHHELD | ||
| 1 | To receive and adopt the Annual Financial Statements of the Company and the Directors report and the report of the Auditors for the financial year ended 31 December 2021. | 177,843,003 | 669,688 | 441,477 |
| 2 | To approve the Directors Fees as reflected in Remuneration Report and in Note 34 of the Annual Financial Statements. | 147,101,643 | 31,311,873 | 540,652 |
| 3 | That Messrs RSM UK Audit LLP be reappointed as Auditors to the Company. | 159,240,773 | 8,297,428 | 11,415,967 |
| 4 | That the Directors be authorised to approve the remuneration of the Company's Auditors to the Company. | 118,496,312 | 32,772,715 | 27,685,141 |
| 5 | That Fortune Mojapelo shall be re-elected as a Director, having retired by rotation and offered himself for re-election. | 150,812,721 | 26,844,320 | 1,297,127 |
| 6 | That Tanya Chikanza shall be re-elected as a Director, having retired by rotation and offered herself for re-election. | 150,096,862 | 28,588,947 | 268,359 |
| 7 | That Kevin Alcock shall be re-elected as a Director in accordance with Article 140 of the Articles, having been appointed by the Directors in March 2022. | 152,801,980 | 24,758,531 | 1,393,657 |
| 8 | That Mirco Bardella shall be re-elected as a Director in accordance with Article 140 of the Articles, having been appointed by the Directors in March 2022 | 152,825,649 | 24,744,862 | 1,383,657 |
| 9 | That Jacqueline Musiitwa shall be re-elected as a Director in accordance with Article 140 of the Articles, having been appointed by the Directors in March 2022. | 152,860,048 | 24,736,176 | 1,357,944 |
| 10 | That David Noko shall be re-elected as a Director in accordance with Article 140 of the Articles, having been appointed by the Directors in May 2022. | 152,699,837 | 24,860,674 | 1,393,657 |
| 11 | The Company be generally and unconditionally authorised for the purposes of Articles 50.3 of the Articles to make on market acquisitions (as defined in Article 50.5 of the Articles) of Ordinary Shares on such terms and in such manner as the Directors determine provided that: (i) the maximum aggregate number of Ordinary shares which may be purchased is 126,545,682 Ordinary Shares; (ii) the minimum price (excluding expenses) which may be paid for each Ordinary share is £0.01; (iii) the maximum price (excluding expenses) which may be paid for any Ordinary Share does not exceed 105 per cent of the average closing price of such shares for the 5 business days of AIM prior to the date of purchase; and (iv) this authority shall expire at the conclusion of the next Annual General Meeting of the Company unless such authority is renewed prior to that time (except in relation the purchase of Ordinary Shares the contract for which was concluded before the expiry of such authority, in which case such purchase may be concluded wholly or partly after such expiry). | 169,156,341 | 9,411,525 | 386,302 |
| 12 | The Directors of the Company be and are hereby authorised to exercise all powers of the Company to issue, grant rights to subscribe for, or to convert any securities into, up to 421,818,941 shares (together "Equity Securities") in the capital of the Company being approximately one third of the issued share capital of the Company (excluding treasury shares) in accordance with Article 8.3 of the Articles of Incorporation of the Company such authority to expire, unless previously renewed, revoked or varied by the Company by ordinary resolution, at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on the date falling 15 months from the date of the passing of this Resolution, but in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be issued or granted after the authority given to the Directors of the Company pursuant to this Resolution ends and the Directors of the Company may issue or grant Equity Securities under any such offer or agreement as if the authority given to the Directors of the Company pursuant to this Resolution had not ended. This Resolution is in substitution for all unexercised authorities previously granted to the Directors of the Company to issue or grant Equity Securities; and | 143,300,870 | 35,247,933 | 405,365 |
| | SPECIAL RESOLUTIONS | |||
| 13 | If Resolution 12 is passed, the Directors of the Company be and they are hereby authorised to exercise all powers of the Company to issue or grant Equity Securities in the capital of the Company pursuant to the issue or grant referred to in Resolution 12 as if the pre-emption rights contained in Article 9.9 of the Articles of Incorporation of the Company did not apply to such issue or grant provided that: (A) the maximum aggregate number of Equity Securities that may be issued or granted under this authority is 126,545,682 shares, being approximately 10.0 per cent of the issued share capital of the Company (excluding treasury shares); and (B) the authority hereby conferred, unless previously renewed, revoked or varied by the Company by special resolution, shall expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on the date falling 15 months from the date of the passing of this Resolution, save that the Company may before such expiry make an offer or agreement which would or might require Equity Securities to be issued or granted after such expiry and the Directors may issue or grant Equity Securities in pursuance of such an offer or agreement as if the authority conferred by the above resolution had not expired. This Resolution is in substitution for all unexercised authorities previously granted to the Directors of the Company to issue or grant Equity Securities in the capital of the Company as if the pre-emption rights contained in Article 9.9 of the Articles of Incorporation of the Company did not apply to such issue or grant. | 144,140,838 | 34,396,965 | 416,365 |
| 14 | That the Articles of Incorporation of the Company be and are hereby amended as follows: (i) Article 105 be amended by the deletion of the words "At no time after Admission shall a majority of Directors be resident in the United Kingdom." (ii) Article 112.7 be deleted (iii) Article 130 be amended by the deletion of the words "(other than, at any time after Admission, a Director resident in the United Kingdom)" Notice of Annual General Meeting continued Annual Report and Financial Results 2021 163 Business Overview Governance Financial Statements Supplementary Information (iv) Article 142 be amended by the deletion of the words "All meetings of the Directors shall take place outside the United Kingdom and principally, in Guernsey. Any decision reached or resolution passed by the Directors at any meeting held in the United Kingdom shall be invalid and of no effect." (v) Article 147 be amended by the deletion of the words "either in the United Kingdom or elsewhere" (vi) Article 151 be amended by the deletion of the words "provided that no Directors physically present in the United Kingdom at the time of any such meeting may participate in the meeting by means of a conference telephone or any communication equipment unless 50 per cent or more of the Directors participating are physically present outside the United Kingdom." (vii) Article 152 be amended by the deletion of the words "No such resolution shall be valid if a majority of the Directors sign the resolution in the United Kingdom." (viii) Article 169 be deleted | 158,213,348 | 20,120,389 | 620,431 |
| | ORDINARY RESOLUTION | |||
| 15 | That, for the purposes of section 160 of the Companies (Guernsey) Law, 2008 (as amended), the appointment of Tanya Chikanza as a director of the Company (in contravention of Article 130 as it applied at that time, as a result of her being resident in the United Kingdom) be and is hereby ratified. | 152,684,997 | 25,552,942 | 716,229 |
Appointment of New Chairperson
Following 10 years' service as a Director, Mr Ian Watson retired from the Board and as Chairman as of the AGM.
Mr Michael Kirkwood, Senior Independent Non-Executive Director, was elected by the Board to the Chairman role on an interim basis. As previously announced, a formal search is underway to identify a prospective Chairperson with the expectation that a suitable candidate will be ratified and inducted prior to the 2023 AGM. Mr Kirkwood's background and qualifications are described on page 68 of the 2021 Annual Report.
As outgoing Chairman, Mr Watson commented: "It has been a great honour to serve as Chairman over the past decade and to witness the significant evolution of the Group over that time. I am proud of what has been achieved and confident in the continued growth of the Company. I thank the Board, the CEO and the Executive team for its commitment and support during my tenure and wish them all the very best for future progress and success."
The CEO, Fortune Mojapelo, commented: "Mr Watson was the inaugural Chairman for Bushveld Minerals when the company listed on AIM 10 years ago. During his tenure, the Company has undergone significant growth, transforming from an early stage exploration company into a significant vertically integrated vanadium producer. We wish him well and thank him for his service and leadership."
ENDS
Enquiries: info@bushveldminerals.com
| Bushveld Minerals | | +27 (0) 11 268 6555 |
| Fortune Mojapelo, Chief Executive Officer | | |
| Chika Edeh, Head of Investor Relations | | |
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| SP Angel Corporate Finance LLP | Nominated Adviser & Broker | +44 (0) 20 3470 0470 |
| Richard Morrison / Charlie Bouverat |
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| Grant Baker / Richard Parlons |
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| RBC Capital Markets | Joint Broker | +44 (0) 20 7653 4000 |
| Jonathan Hardy / Caitlin Leopold |
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| Tavistock | Financial PR | +44 (0) 20 7920 3150 |
| Gareth Tredway / Tara Vivian-Neal/Adam Baynes | | |
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a low-cost, vertically integrated primary vanadium producer. It is one of only three operating primary vanadium producers, owning 2 of the world's 4 operating primary vanadium processing facilities. In 2021, the Company produced 3,592 mtV, representing approximately 3% of the global vanadium market. With a diversified vanadium product portfolio serving the needs of the steel, energy and chemical sectors, the Company participates in the entire vanadium value chain through its two main pillars: Bushveld Vanadium, which mines and processes vanadium ore; and Bushveld Energy, an energy storage solutions provider. Bushveld Vanadium is targeting to materially grow its vanadium production and achieve an annualised steady state production run rate of between 5,000 mtVp.a. and 5,400 mtVp.a by the end of 2022. Growth plans to expand to 8,000 mtVp.a. will be pursued, subject to funding and market conditions.
Bushveld Energy is focused on developing and promoting the role of vanadium in the growing global energy storage market through the advancement of vanadium-based energy storage systems, specifically Vanadium Redox Flow Batteries ("VRFBs")
Detailed information on the Company and progress to date can be accessed on the website www.bushveldminerals.com
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