AGM Report – 2018
These aremy recollections (from memory and notes) from the AGM today.
The meetingfollowed the General Meeting for the 249d resolution to remove Rex Turkington asdirector. The motion was defeated by the narrowest of margins. It started at 1100hrs WST after a short break from General meeting.
After thegeneral meeting was chaired by Paul Burton, the AGM was handed back to Rex tochair. Rex introduced directors sitting upfront who were - Paul Burton, Rex Turkington, Greg Durack and Company Secretary Simon Robertson. Director John Davidson was overseas (China from memory) but was listening in by phone. Present at the meeting were Vimson representative, Will Dix (TRT), Paul and Warren Brown and possibly SMS (I didn’t eyeball them but heard they were there).
After Rextook us through obligatory welcome and housekeeping info he headed straight to goingthrough the resolutions.
Afterresolution 1 was read there were many questions from shareholders (largely PaulBrown).
Question 1 startedwith regards to Paul Burtons bonus’s (from memory a $250k and a $50k bonus) asto what they were for as PB’s bonuses were structured around Market cap ie$50M, $100M, $200M etc. This went on for sometime and there was no clear answer, but everyone appeared appeased at the end.
Question 2was regarding company expenditure and was directed to the auditors. The questing was regarding expenditure of $700k under the heading of ‘Other’ the auditors were unable to provide an answer and indicated that if the company requested that they provide a breakdown they would. This again went on for a while. The meeting was starting to become a bit tence at this stage.
Question 3was regarding the companies travel expenditure of around $450k, questions wereasked regarding the companies travel policy particularly in regards to class ofairfares for flying. It was answered that economy was used for shorth haul and business class for long haul with long haul being over 3 hours. This travel question was revisited later in the meeting in question time where Rex stressed that Paul Burton was not the only person that travelled, there were infact several employees based overseas and that the company did all it could to limit travel spending by restricting the number of staff that tagged along to events. I think the question was raised with a belief that PB was solely responsible for the $450k spend but after the explanation it was evident to me that the spend was spread between several directors and key staff and was probably quite reasonable.
Question 4was regarding TNG’s holding in TRT and why we held it as we did not participarein the capital raise, the companies answer was that they believed that theshareholders were largely invested in TNG for Mt. Peake and that was theirfocus, the question was followed up by asking then why are we still holdingTRT. This answer was pretty interesting. Rex stated that with Mt Hardy and McArthur river exploration ongoing that the company firmly believed that there was value in it for the shareholders. I got an inkling that the directors have (as they would) some pretty good insight into what may be expected and that they appeared very confident that they can divest the TRT shares at a significantly higher price than they could today. They made it clear that Mt Peake was the projects focus and when the time was right, they would consider divestment. This was a positive insight for a TRT shareholder.
We wentthrough the rest of the resolutions with no further questions (including Vimsonplacement). At the close of reading the resolutions the meeting was handed to Computershare for explaining the voting process. The Proxy tally was projected onto the screen, via a PowerPoint slide and votes were collected and tallied.
After thevote was returned, there was little fanfare or discussion and Rex handed overto PB for the company presentation. The presentation went through pretty quickly and I didn’t get a good chance to examine the slides as I’m sure those not at the meeting have done.
My initialthoughts from the presentation were:
PB appearedvery fresh and confident. There was a while ago that he appeared quite tired and was lacking his usual presence. This was not the case today, even after the events of the last two months (which must have been disturbing for the directors) he and Rex were both pretty energised.
My big ticket takeaway items:
Darwin Refinery EIS
Thisappears to be progressing well and when questioned PB stated that it would hopefullybe complete by the end of the year and if not definitely first quarter nextyear. He stressed that there were no major problems or show stoppers, but alluded to the fact that they may have overcome some difficulties. PB was questioned whether the EIS will hold up finance discussion or closeout – the answer was a confident NO. This was the major takeaway for me from the day and it left me feeling quite comfortable.
Project Finance
Finance is goingwell. Gresham is no longer engaged, apparently, there was some comment about not delivering the desired outcome.
Finance nowappears to be focused of KfW (German export credit agency) This appear to bethe main driver for SMS now being brought in to deliver the minesite aswell asthe refinery. KfW can now potentially fund both refinery and mine.
NAIF(Northern Australian Infrastructure fund) – when questioned about this PBconfirmed that the company had made an application (its at application stage)and that they could potentially fund some of the infrastructure components ie. Road,rail and other assets that could be shared. The value of these items was $70-80M. PB stated that the NAIF was a nice option because of the longer terms, rather than the shorter terms offered by other lenders (export credit agencies) they were also interested in another form of govt funding, which was a grant rather than a loan. I didn’t catch the name but this was a possibility. The company can either use NAIF or the other option, but not both.
The companywas questioned about debit / equity mix, referring to an earlier reference to30%. PB stared that he was very conscious of dilution and wanted to minimise this but no number was given.
It wasstated that the company was VERY confident in the debt financing, I got thefeeling that the equity was not as sure. PB mentioned that there were several companies interested in equity in kind proposals ie. Downers, but mentioned that the terms must be right. My gut is that these are now fall backs as KfW, NAIF etc will be much cheaper. PB mentioned that he hoped to raise any further equity with a much higher shareprice.
Chairman –See my more extensive notes on General meeting (separate thread) but in anutshell I expect to see a high profile (expensive) chairman in by first halfnext year. The company made it clear they had heard the shareholders. They commented on the difficulties on getting the right person while the project was in its infancy but not that the project has a very high chance of success that attracting the right person will be much easier. Paul Brown mentioned the mandate from the shareholders but stressed that he was not angling for the position.
BBI – Discussions had been held with BBI and testworkhas been done on their concentrate. It was mentioned that the ‘Test results looked great’ and that Tivan would likely very suitable. I got the idea that the ball would be back in BBI’s court after these test’s were complete. PB very interested in talking to others regarding using TIVAN.
Darwin Port site
There was acomment regarding the port site, I think that the govt (I assume new govt) haswanted to renegotiate terms for land use which is ongoing. PB appeared confident of Darwin going ahead but stated the company always had a fall back (I’m thinking Malaysia).
Mining licence:
The mininglicence should not be too far away. It is pretty much a rubber stamp following submission of Mine management plan.
The meetingclosed around 12:20. PB was very happy to answer any question in detail and was very open. PB, Rex and other directors chatted with shareholders for some time after meeting.
Generalcomments:
The meetingcertainly had its moments of tension but everyone generally kept their cool. There were a couple of barbs from Rex directed towards Paul Brown (who had been asking some probing questions) that in my mind was a bit unprofessional, but could have been worse. There appeared to be quite a few well-informed shareholders there.
I came awayfeeling pretty good about the company. PB was on his toes and motivated. The Refinery EIS should not be far away and it sounds like the KfW finance proposal sounds like a great deal (very cheap finance, but not long term).
It’s lateand I’m sure that I have missed bit’s but some other HC members may be able tofill in things that I have missed (or correct me).
All in allI truly hope and now believe that 2019 WILL be the year that we have beenhoping for (and promised) for some time!
