TIDMARS
RNS Number : 5598N
Asiamet Resources Limited
01 February 2021
1 February 2021
Shareholder Requisition of General Meeting
Asiamet Resources Limited ("Asiamet" or the "Company") advises
that it has received a notice purported to be from its largest
shareholder, Aeternum Energy, requesting the Company to convene a
Special General Meeting of the Company's shareholders. The notice
that has been received is not in a valid form and therefore
directors are not required to act on it now, however it is apparent
that our largest shareholder is seeking to take control of the
Company without fair and reasonable process or acquisition. This
action immediately follows PT WIN, an Indonesian Company owned by
Aeturnum Energy, materially breaching the terms of a binding sale
and purchase agreement with Asiamet for the acquisition of the
Company's KSK Contract of Work in Indonesia.
The Company is seeking the necessary advice with respect to
convening a meeting of shareholders given the underlying
circumstances and s hareholders are advised to take no action at
this time.
The proposed resolutions below are an extract of the request
that was sent to the Company.
Proposed Resolutions:
Resolution That all current directors on the Board be removed.
1:
Resolution That the current Chief Financial Officer of the Company
2: be appointed as interim Chairman of the Board.
Resolution If Resolution 1 is passed, an interim management committee
3: of three independent directors as nominated by the shareholders
(the "Interim Board") be appointed to manage the day to
day operations of the Company.
Resolution If Resolution 3 is passed, the Interim Board be empowered
4: to appoint an independent auditor to review the conduct,
operations and financial standing of the Company while under
the Board's management and the Board's actions during the
relevant period of time.
In respect of Proposed Resolution 3, it is proposed that the
following individuals be appointed to the Interim Board.
(a) Mr Rezky Ardha Supriadi, an entrepreneur with key business
and government relationships in Indonesia.
(b) Mr Christopher Downs Keleher, a geologist with more than 30
years of experience including senior positions at RSC Consulting
and Weatherford International
(c) Mr Lukman Wijaya (Stephen Lo), the CEO of PT Garland
International Indonesia (a company dealing in coal mining and
export) and the CEO of PT Bulirpadi Lintas Nusantara (a company
dealing in coffee and garlic plantation, and garlic import, coffee
import).
The Asiamet Board takes its role very seriously with respect to
governance oversight and operating with a corporate culture and
values that are consistent with industry good practice.
As such the Board is disappointed to receive this notice without
any strategic rationale, explanation or justification from the
Company's largest shareholder. Asiamet recently terminated a
binding sale and purchase agreement signed on 24 December 2020 with
PT WIN, a company controlled by Aeturnum Energy, following a
material breach of its obligations under a binding SPA.
In response to the proposed resolutions detailed, Asiamet
provides the following comments:
Resolution 1 - the current Board of directors have and will
always serve the best interests of its shareholders and there is no
justifiable rationale for the removal of any of the current
directors. Current Directors have invested materially in the
Company and over the past five years overseen significant
advancement of the BKM copper project from discovery stage, through
resource and reserve definition, completion of feasibility studies,
materially advanced permitting and completed initial value
enhancement engineering. The Asiamet Board has a proven track
record as mine discoverers and builders across the sector. The
Asiamet Board of Directors is of the view that the value of the
Company and its copper assets are currently being undermined by the
actions of a third party acting for their own benefit and at the
expense of all other shareholders.
Resolution 2 - the current Chief Financial Officer is unaware of
any such request to be nominated as Interim Chairman of the
Company. As a result, this resolution cannot be voted on as the
proposed nominee is unaware of the proposal, and in any case has
advised the Board that he would not accept such a nomination.
Resolution 3 - the Company has a top tier internationally
accredited firm as its independent auditor for the Asiamet group of
companies. All financial audits have been conducted without need
for material misstatement or qualification from the auditors. In
fact, the Board Audit Committee has received positive feedback from
the auditors with respect to business process, governance and
compliance standards implemented across the Asiamet Group.
Resolution 4 - the directors proposed to replace the existing
Asiamet Board lack the relevant background or experience to manage
a listed base and precious metals development and mining business,
nor do they have any apparent experience to provide the governance
oversight required of an AIM listed public company.
The experience, background and professional credentials of the
current Board is clearly distinguishable compared with the proposal
from the Company's largest shareholder and the removal of the
current board would undermine the principles of good governance and
accountability to shareholders.
Tony Manini, Executive Chairman of Asiamet Resources
commented
"The Asiamet Board finds the actions of Aeturnum Energy to be
highly unusual and unprofessional. When a 19.98% shareholder is
seeking to convene a Special General Meeting of shareholders to
remove the current Board of Directors without justification or
explanation, and immediately after one of its controlled entities
has materially breached a binding sales and purchase agreement to
acquire one of the Company's primary assets, its motivations for
not fulfilling its obligations under that binding agreement need to
be questioned. The Asiamet Board is of the view that Aeturnum
Energy through its investment in Asiamet is now attempting to
secure control over the Company's valuable copper assets by
removing the current Board of Directors and replacing them with its
own nominees. The Asiamet Board and management find this behaviour
totally unacceptable and contrary to all principles of good
business practice and governance. The Board will keep shareholders
informed and further announcements will be made in due course."
ON BEHALF OF THE BOARD OF DIRECTORS
Tony Manini, Executive Chairman
For further information, please contact:
-Ends-
Tony Manini
Executive Chairman, Asiamet Resources Limited
Email: tony.manini@ asiametresources .com
Investor Enquiries
Sasha Sethi
Telephone: +44 (0) 7891 677 441
Email: Sasha@flowcomms.com / info@asiametresources.com
Asiamet Resources Nominated Adviser
RFC Ambrian Limited
Bhavesh Patel / Stephen Allen
Telephone: +44 (0)20 3440 6800
Email: Bhavesh.Patel@rfcambrian.com / Stephen.Allen@rfcambrian.com
Optiva Securities Limited
Christian Dennis
Telephone: +44 20 3137 1903
Email: Christian.Dennis@optivasecurities.com
Blytheweigh Communications Limited
Tim Blythe/Megan Ray
Telephone: +44 (0)20 7138 3204
Email: Tim.Blythe@blytheweigh.com /
Megan.Ray@blytheweigh.com
Follow us on twitter @AsiametTweets
FORWARD-LOOKING STATEMENT
This news release contains forward-looking statements that are
based on the Company's current expectations and estimates.
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein.
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
UPDZZGGZMMLGMZM
(END) Dow Jones Newswires
February 01, 2021 06:35 ET (11:35 GMT)
Asiamet Resources (LSE:ARS)
Historical Stock Chart
From Apr 2024 to May 2024
Asiamet Resources (LSE:ARS)
Historical Stock Chart
From May 2023 to May 2024