Bulletin from the Annual General Meeting of Auriant Mining AB (publ) held on 10 May 2022
Auriant Mining AB (publ) held its Annual General Meeting on Tuesday, 10 May 2022. The Annual General Meeting was conducted by advance voting only, on the basis of temporary statutory rules. The main resolutions passed at the meeting were as follows.
More detailed information about the contents of the resolutions may be obtained from the notice of the AGM and the complete proposals. The notice and complete proposals are available on the Company's website: www.auriant.com.
Adoption of balance sheets and income statements
It was resolved at the meeting to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet for the financial year 2021.
Allocation regarding the Company's result
In accordance with the board's and the managing director's proposal, it was resolved at the meeting that the Company's non-restricted equity of SEK -210,293,867 is carried forward and that no dividend is paid for the financial year.
Discharge from liability
The meeting discharged the board members, deputy board member and the CEO from liability towards the Company for the financial year 2021.
Board and auditors
In accordance with the nomination committee's proposal, it was resolved at the meeting that the board shall consist of four members with one deputy board member, and that the number of auditors shall be one without any deputy auditor.
Lord Daresbury (Peter), Preston Haskell, Birgit Köster Hoffmann and Jukka Pitkäjärvi were re-elected as board members. James Provoost Smith was re-elected as deputy board member. Peter Daresbury was re-elected as the chairman of the board.
The accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected to serve as auditors of the Company for the period until the end of next annual general meeting, with Anna Rozhdestvenskaya being the auditor-in-charge.
It was resolved at the meeting that the remuneration to the chairman of the board shall be SEK 400,000 and SEK 250,000 to each of the other ordinary board members and to the deputy board member. If any committee is established by the board, the remuneration to each member of the committee shall be paid in the amount of SEK 25,000 per annum for participation in the committee. The maximum amount of remuneration payable to the board, including remuneration for work in committees, is SEK 1,725,000.
It was resolved at the meeting that fees would be paid to the auditor in accordance with agreement between the Company and the auditor.
It was resolved at the meeting to adopt the principles for the appointment of the nomination committee and to keep the previously approved instruction for the nomination committee unchanged, in accordance with the nomination committee's proposal.
Approval of loan facility from shareholder
The meeting resolved to approve a loan facility to the Company from the shareholder GoMobile Nu AB, who is a related party, in accordance with the following main terms and conditions. The Company has entered into a conditional loan commitment agreement with GoMobile Nu AB. The agreement was conditional in such way that its validity is subject to approval by the general meeting of the Company, and such approval has now been obtained. The Company will be provided with a loan facility of up to SEK 9,400,000. The loan facility will be available during the period between 10 May 2022 and 9 May 2023 (the commitment period). The Company will have the right to draw funds in one or more tranches during the commitment period. On any amount drawn the Company shall pay an annual interest of 6.5 percent, and a stand-by fee of 1,5 percent per annum is payable on any undrawn amount of the loan facility during the commitment period. The Company is entitled to end the commitment period anytime. Repayment of drawn amounts must take place no later than 10 May 2023, which therefore is the due date. On the due date, the said interest and stand-by fee shall also be paid.
Authorisation for the board of directors to resolve upon issue of shares
The meeting resolved to authorise the board to resolve - at one or several occasions and for the time period until the next annual general meeting - to increase the Company's share capital by new share issues, to the extent that it corresponds to a dilution of not more than 20 percent of the number of shares outstanding at the time of the AGM notice, after full exercise of the authorisation.
New share issues may be made with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorisation is to increase the financial flexibility of the Company and the acting scope of the board. Should the board of directors resolve on an issue with deviation from the shareholder's preferential rights, the reason shall be to enable the Company to finance the operations in a fast and efficient way, acquire companies, businesses or parts thereof, or to broaden the ownership of the Company. Upon such deviation from the shareholders' preferential rights, the new issue shall be made at market terms and conditions.
For more information, please contact:
Peter Daresbury, Chairman on the Board
Tel: + 44 194 886 1900
Danilo Lange, CEO
tel: +7 495 109 02 82
Company name: Auriant Mining AB
Short name: AUR
Auriant Mining AB (AUR) is a Swedish junior mining company focused on gold exploration and production in Russia, primarily in the Republic of Tyva, Zabaikalye and the Republic of Khakassia. The company has currently four assets, including two operating mines (Tardan and Alluvial at Staroverinskaya), one early stage exploration asset and one development asset.
Since July 19, 2010, Auriant Mining´s shares are traded on Nasdaq First North Premier Growth Market under the short name AUR. For more information please visit www.auriant.com. G&W Fondkommission is Certified Adviser to Auriant Mining AB, for more information please call +46 8 503 000 50, e-mail CA@gwkapital.se or visit www.gwkapital.se.
Cautionary Statement: Statements and assumptions made in this press release with respect to Auriant Mining AB's ("AUR") current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of AUR. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to, (i) changes in the economic, regulatory and political environments in the countries where AUR operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) AUR's continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) exchange rates, particularly between the Russian rouble and the U.S. dollar. In the light of the many risks and uncertainties surrounding any gold production and exploration company at an early stage of its development, the actual results could differ materially from those presented and forecast in this report. AUR assumes no unconditional obligation to immediately update any such statements and/or forecasts.
- 2022-05-10 Bulletin AGM_ENG