Result of AGM

Tertiary Minerals PLC

07 March 2025

 

7 March 2025

Tertiary Minerals plc

("Tertiary" or the "Company")

Results of Annual General Meeting

Tertiary Minerals plc (LON: TYM) is pleased to provide the following information in respect of voting at its Annual General Meeting ("AGM") held on 6 March 2025.

Table of Proxies received - all appointing the Chairman as Proxy:

1. Ordinary Resolution:  To receive the Accounts and Reports of the Directors and of the Auditors
Votes For	% of votes cast	Against	% of votes cast	At Chairman's Discretion	% of votes cast	No. Withheld
695,036,272	95.60	32,002,298	4.40	0	0	84,224

2. Ordinary Resolution:  To elect Dr M G Armitage as a director
Votes For	% of votes cast	Against	% of votes cast	At Chairman's discretion	% of votes cast	No. Withheld
688,448,667	94.75	38,175,266	5.25	0	0	498,861

3. Ordinary Resolution:  To reappoint Crowe U.K. LLP as Auditor of the Company
Votes For	% of votes cast	Against	% of votes cast	At Chairman's discretion	% of votes cast	No. Withheld
672,127,184	95.09	34,671,969	4.91	0	0	20,323,641

4. Ordinary Resolution:  To authorise the directors to allot shares
Votes For	% of votes cast	Against	% of votes cast	At Chairman's discretion	% of votes cast	No. Withheld
561,150,436	79.36	145,937,636	20.64	0	0	20,034,722

5. Special Resolution:  To approve dis-application of pre-emption rights
Votes For	% of votes cast	Against	% of votes cast	At Chairman's discretion	% of votes cast	No. Withheld
535,945,073	75.80	171,142,999	24.20	0	0	20,034,722

N.B. Votes withheld are not counted as they are not a vote in law.

All resolutions were passed unanimously on a show of hands.

The Company's Corporate Governance statement requires the Company to state any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent votes.

For so long as the Company is not income generating on a regular basis, the passing of resolutions 4 and 5 is considered a necessity for the Company to continue as a going concern and in order to continue to fund its core business of minerals exploration and development which is high risk, but which has the potential to add high value when successful.

Resolution 4 is a general shareholder authority to issue new shares. The Company is unable to issue any new shares without such a shareholder authority. The authority is, however, capped and in previous years it is rare that the authority is used in full.

The Directors will continue to balance the use of the facility with their duty to ensure that the Company is able to continue as a going concern and to ensure that the Company's business can be advanced. It will also continue to consider opportunities to generate income and offset its own expenditure through joint ventures arrangements with other companies. In 2024, over US$2.5 million was spent by third-party partners on the Company's projects and a high level of partner expenditure is anticipated in 2025.

Resolution 5 allows the Company to carry out fundraisings other than through a rights issue to all shareholders. As with Resolution 4, this is never a popular resolution, but rights issues can be prohibitively expensive, particularly for smaller fundraises, and they tend to have a low level of success when the share price is volatile. Furthermore, many shareholders hold their shares in broker nominee accounts which complicates their participation in rights issues.

In the past, the Company has provided a facility for shareholders to participate in fundraising alongside and on the same terms as a share placing, through their broker (a "Broker Option"). However, shareholder take up was low. 

In future, and importantly, provided sufficient demand is communicated to the Company from shareholders, the Company will consider incorporating a Broker Option into any future fundraising.

The Company is keen to maintain an active dialogue with shareholders to ensure that concerns around any future fundraising are addressed.

For more information please contact:

Tertiary Minerals plc:
Patrick Cheetham, Executive Chairman		[phone]
SP Angel Corporate Finance LLP - Nominated Adviser and Broker
Richard Morrison		[phone]
Jen Clarke
Peterhouse Capital Limited - Joint Broker
Lucy Williams	+ 44 (0) 207 469 0930
Duncan Vasey

Note to Editors

Tertiary Minerals plc (LON: TYM) is an AIM traded mineral exploration and development company whose strategic focus is on energy transition and precious metals. The Company's portfolio of projects are located in stable and democratic, geologically prospective, mining-friendly jurisdictions. Tertiary's principal activities are the discovery and development of copper, gold and silver resources in Nevada and in Zambia.

 

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