Resolutions from Annual General Meeting in Kopy GoldfieldsThe Annual General Meeting of shareholders in Kopy Goldfields AB (publ) was held on 30 June 2020. At the annual general meeting the shareholders resolved, among other things, about acquisition of Amur Gold Company Ltd ("Amur Zoloto") with payment through a non-cash issue which has been one, out of several, conditions in order to complete the transaction where the company acquires 100 per cent of Amur Zoloto. There are conditions remaining on certain regulatory approvals such as merger control clearance, and completion of confirmatory due diligence. The annual general meeting made the following resolutions in summary:
Income statement and balance sheet
The annal general meeting resolved to adopt the income statements and the balance sheets put forward.
Appropriation of profits
The annual general meeting resolved on appropriation of earnings in accordance with the proposal by the board of directors in the annual report.
Discharge from liability
The annual general meeting resolved to discharge the board directors and the CEO from liability.
Board of directors
The annual general meeting resolved, in accordance with the proposal from the nomination committee, to re-elect Andreas Forssell, Kjell Carlsson, Johan Österling and Tord Cederlund and, as from the point in time when contribution of the property in kind in the non-cash issue has taken place, to elect Arsen Idrisov and Eric Forss. Kjell Carlsson was elected chairman of the board of directors.
Eric Forss is a Swedish citizen and graduate from Babson College in the US. He has previously held positions, among others, such as chairman in Alliance Oil Company Ltd and CEO of Forcenergy AB. He is today owner and CEO of Forsinvest AB, chairman of Mediagruppen MGS AB and board director in Forcenergy AB.
Arsen Idrisov is a Russian citizen and graduate in international business from Russian Economic Academy and with studies at Otto Beisheim School of Management in Germany. He currently holds positions, among others, as CEO for Alliance Mining Company LLC, senior vice president for Russian Platinum LLC and vice president for OJSC Alliance Group.
The annual general meeting resolved, in accordance with the proposal from the nomination committee, that fees and remuneration for board directors elected by the general meeting, and who are not employed by the company, shall amount to SEK 200,000 for the chairman and 100,000 per person to the other board directors. It was furthermore resolved, also in accordance with the proposal from the nomination committee, that an additional remuneration should be paid retroactively for extraordinary work efforts in connection with the Amur-transaction with SEK 200,000 per person to the board directors Andreas Forssell and Johan Österling and with SEK 100,000 per person to the board directors Kjell Carlsson and Tord Cederlund.
Auditors
The annual general meeting resolved, in accordance with the proposal from the nomination committee, to elect Öhrlings PricewaterhouseCoopers AB (PwC) as auditor.
Nomination committee
The annual general meeting resolved, in accordance with the proposal from the nomination committee, to task the chairman of the board of directors, prior to election of directors at the 2021 annual general meeting, with contacting the company's major shareholders in order to appoint no fewer than two and no more than four representatives of the company's owners to constitute a nomination committee.
Acquisition of Amur Zoloto with payment through a non-cash issue and adoption of new articles of association
The annual general meeting resolved, in accordance with the proposal from the board of directors, on a non-cash issue through which 782,179,706 shares in the company are issued to Amur Zoloto's current owners, HC Alliance Mining Group Ltd and Lexor Group S.A, in exchange for payment by them in the form of all of their ownership interests in Amur Zoloto pursuant to mainly the following terms:
1. The company shall pay a purchase price for all of the ownership interests in Amur Zoloto by means of a total of 782,179,706 newly issued shares, whereupon each share has a quotient value of approx. SEK 0.38, corresponding to an increase in the Company's share capital of SEK 297,401,370.61.
2. The right to subscribe for shares in the company shall vest only in holders of ownership interests in Amur Zoloto, with a right and an obligation for the subscribers to pay for the shares in the company through transfer of their ownership interests in Amur Zoloto, whereupon the subscribers shall be entitled to subscribe for such number of shares in the company (of the total number of shares to be issued) as corresponds to each subscriber's holding in Amur Zoloto.
3. The value of the property in-kind shall under IFRS be based upon the company's listed share price as per the so-called transaction date. The board of directors has calculated the value of the total property in-kind to amount to SEK 899,506,661.90 based on the closing price for the company's shares as per the date of this notice, SEK 1.15. As follows from IFRS the value may change depending on the company's listed share price as of the transaction date.
4. The subscription price per share shall be SEK 1.15 based upon an estimated value of the property in-kind as described above. Due to IFRS the final subscription price may change depending on the company's listed share price as of the transaction date.
5. Subscription shall take place on a subscription list during the period 1 July 2020 - 30 September 2020. Oversubscription cannot take place.
6. Payment for subscribed shares shall take place in connection with subscription through contribution by the subscribers of all ownership interests in Amur Zoloto.
The annual general meeting resolved on amendments of the articles of association aiming primarily to make possible the non-cash issue by changing the thresholds for number of shares and share capital.
For more information, please contact:
Mikhail Damrin, CEO, +7 916 808 12 17, [email protected]
Tim Carlsson, CFO, + 46 702 31 87 01, [email protected]
The following documents can be retrieved from beQuoted
Pressrelease 13 2020 AGM Eng.pdf About Kopy Goldfields AB
Kopy Goldfields AB (publ), listed on NASDAQ First North Growth Market in Stockholm, is a Swedish gold exploration company operating in the Irkutsk and Amur regions of Russia, which are two of the most gold rich areas in the world. The Company currently holds 12 licenses, grouped into four projects, which entitle the holder to explore for and produce gold. Kopy Goldfield's strategy is to create value by identifying and acquiring high potential gold projects, and then prospecting and exploring them until they reach the stage of being ready to be sold for cash or further developed in cooperation with a partner.
Kopy Goldfields AB applies International Financial Reporting Standards (IFRS), as approved by the European Union. Hagberg & Aneborn Fondkommission acts as Certified Adviser, contact number: +46 8 408 933 50,
e-mail: [email protected].
The Share
Ticker: KOPY
http://www.nasdaqomxnordic.com/shares/microsite?Instrument=SSE77457
Outstanding shares: 103,825,869
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