LONDON--(BUSINESS WIRE)--
KRYSO RESOURCES PLC
'Kryso' or 'the Company'
Final Results for the year ended 31 December 2011
And
Notice of Annual General Meeting
Kryso Resources PLC (AIM:KYS), the mineral exploration and development company with gold and nickel-copper projects in Tajikistan, is pleased to announce its results for the year ended 31 December 2011.
The results below are extracted from the Company's audited Annual Report and Financial Statements. Copies of the Annual Report together with a Notice of Annual General Meeting have been posted to shareholders and are available on the Company's website at www.kryso.com and from the Company's registered offices at Unit 2.24, The Plaza, 535 Kings Road, London, SW10 0SZ.
Financial Highlights
- Development work costs up 81% to US$4,776,000 (2010: US$2,640,000). These costs have been fully capitalised.
- Administration expenses up 69% to US$1,583,000 (2010: US$935,000).
- Loss up 25% to US$1,392,000 (2010: US$1,117,000).
Operational Highlights
- The Government of the Republic of Tajikistan has issued a full mining licence at Pakrut, valid until 2030, allowing us to mine volumes exceeding our initial mine plan.
- We have continued our drilling work in Pakrut, Eastern Pakrut and Rufigar, achieving the highest amount of drilling in one year by the Company to date. The 2011 drilling programme has resulted in very encouraging assay results which have fed through into a 40% increase in our JORC Mineral Resources, which have now exceeded 5,000,000 oz Au at a 0.5g/t cut off.
Highlights since year end
- Completed planned debt financing of the Company's principal Pakrut Gold Project. The Company announced in May 2012 that it had secured a loan facility for US$10 million and RMB 530 million (approximately US$83.5 million) from China Nonferrous Metals Int’l Mining Co., Ltd (‘CNMIM’), the Company’s largest shareholder.
- The Company also announced in May 2012 that it had received correspondence from CNMIM indicating that it intends to exercise warrants issued to it in 2010 to subscribe for 73,333,333 ordinary shares in the capital of the Company at £0.21 per share. Such exercise would raise gross proceeds of approximately US$24 million.
- The assay results of the 2011 drilling programme at Pakrut have led the Company to announce in May 2012 a 40% increase in JORC Mineral Resource estimates, which is now 5,020,000 oz Au (at a 0.5g/t cut off).
Tao Luo, Non-Executive Chairman, commented; "We have made significant progress on the Pakrut Gold Project during 2011, including the commencement of construction of project infrastructure in October 2011. The 2011 drilling programme has resulted in our JORC resource now exceeding 5Moz Au. Also, the finalisation of the secured loan facility with CNMIM will enable full scale construction to commence imminently. We are on target to commence production in Q4 2013."
For further information please visit the Company’s website (www.kryso.com) or contact:
Kryso Resources PLC
Craig Brown, Managing Director
Tel: +44 (0) 207 349 9160
Investec Investment Banking
Jeremy Ellis, Chris Sim, Neil Elliot
Tel: +44 (0) 207 597 5970
XCAP Securities plc
Jon Belliss
Tel: +44 (0) 207 101 7070
Walbrook PR
Paul Cornelius, Lianne Cawthorne
Tel: +44 (0) 207 933 8794
About the Pakrut Gold Project
The Pakrut Gold Project, of which Kryso has 100% ownership, is situated in Tajikistan approximately 112km northeast of the capital city Dushanbe. The Pakrut Gold Project has estimated total JORC compliant resources of 5,020,000 oz Au (assuming a cut-off grade of 0.5 g/t Au) and is located within the Tien Shan gold belt, which extends from Uzbekistan into Tajikistan, Kyrgyzstan and western China, and which hosts a number of multi-million ounce gold deposits.
About Tajikistan
Tajikistan is a secular republic located in Central Asia. The country is a member of the Commonwealth of Independent States (CIS) and the Shanghai Cooperation Organisation. Tajikistan hosts numerous operating precious metal mines as well as the largest aluminium smelter in Central Asia. Kryso's management team has extensive experience in the mining industry in Tajikistan.
CHAIRMAN'S STATEMENT
Our Company has continued to make significant progress in 2011 in its aim of bringing the Pakrut Gold Project into production. We were very pleased to be able to announce, in January 2012, that the Government of the Republic of Tajikistan had issued a full mining licence at Pakrut, valid until 2030, allowing us to mine volumes exceeding our initial mine plan.
The Company was subsequently delighted to announce in May 2012 that it had signed a secured loan facility for US$10 million and RMB 530 million (approximately US$83.5 million) from China Nonferrous Metals Int’l Mining Co., Ltd ("CNMIM"), the Company’s largest shareholder with approximately 26% of the issued capital, which completes the planned debt financing requirement for the Company’s principal gold project in Pakrut.
Furthermore, we have continued our drilling work in Pakrut, Eastern Pakrut and Rufigar, achieving the highest amount of drilling in one year by the Company to date. The 2011 drilling programme has resulted in very encouraging assay results which have fed through into a 40% increase in our JORC Mineral Resources, which have now exceeded 5,000,000 oz Au at a 0.5g/t cut off.
The Pakrut Gold Project
Granting of the Pakrut Mining Licence & Mine Plan
At our last half-yearly report to Shareholders at the end of September 2011, we unfortunately had to explain that the granting of our mining licence was likely to be delayed as we were awaiting a governmental resolution from the President of the Republic of Tajikistan. This had a knock effect on the timing of the commencement of our mine construction.
We were therefore very pleased to be able to announce in November 2011 that the President of the Republic of Tajikistan, upon the recommendation of the Ministry of Energy and Industry, had issued a resolution approving the issuance of the Pakrut Project Mining Licence to LLC Pakrut, an indirect wholly owned subsidiary of the Company. Subsequently, on 9th January 2012, we were able to announce the formal issuance of the mining licence by the Ministry of Energy and Industry.
The mining licence is valid until 2nd November 2030 and the amount of ore that can be mined is variable, depending on the mine plan. The mine plan submitted to the Ministry envisages an initial processing capacity of 660,000 tonnes of ore per annum, increasing to 1,320,000 tonnes per annum from 2017. Moreover, the granting of this licence illustrates the continued support for our project from the Government of Tajikistan and the focus that the Ministry of Energy and Industry is putting on the Pakrut Gold Project.
Financing for Mine Construction
On 25th May 2012, the Company announced that CNMIM had agreed to provide a secured loan facility to the Company (the “Loan”), which completes the planned debt financing requirement for its principal gold project in the Republic of Tajikistan.
The Loan will be made on commercial terms in two denominations of US$10 million and RMB 530 million (approximately US$83.5 million). The Loan will be used to finance the design, construction, operation and administration of the Pakrut Gold Project in the Republic of Tajikistan, of which Kryso has 100% ownership through its indirect subsidiary, Limited Liability Company Pakrut (“LLC Pakrut”), and provide the Company with general working capital.
The Company expects to draw down the Loan by 20th June 2012. The US$10 million amount of the Loan will be disbursed by CNMIM directly to the Company’s bank account, whereas the RMB 530 million amount of the Loan will be disbursed by CNMIM entering into contracts with and making payments to third parties in connection with the purpose for which the Loan is provided at the Company’s direction and on behalf of the Company and/or LLC Pakrut, as their agent. Repayment of the Loan will be made in USD, which minimises the Company’s currency exposure.
The terms of the Loan include an annual fixed interest rate of 9% together with a one-off management fee of 0.5%, which is payable upfront. The Loan is repayable in equal instalments commencing in November 2014, with the final repayment date of the Loan being 31st May 2017.
The Loan is secured by means of a pledge granted by Kryso Resources Limited, Kryso’s wholly-owned subsidiary, to CNMIM over its 100% equity interest in LLC Pakrut.
As CNMIM is a substantial shareholder in the Company, the provision of the Loan by CNMIM to the Company was deemed to be a related party transaction under the AIM Rules, and the Company required the approval of the Company’s independent directors to the terms of the Loan and its related security and agency arrangements, having consulted with Kryso’s Nominated Adviser, Investec Bank Plc.
Mine Construction
The granting of our mining licence and approval of our debt financing has allowed us to proceed with the preparation and initial mine construction work in earnest. The Beijing General Research Institute of Mining & Metallurgy (“BGRIMM”) has finalised detailed designs for construction of the Pakrut mine and we have begun mobilising equipment to site. We have completed geotechnical drilling on the access road and the tailings dam, with construction equipment for the access road beginning to arrive.
In addition, the Company has issued a tender for the construction of the mine and has subsequently received in response proposals from four large Chinese construction companies. We are currently in the process of negotiating the terms of the bids with each of the four construction companies.
We have also appointed SRK Consulting China Ltd (“SRK”) to carry out a review and assessment of the ore body resource models to; provide an updated JORC compliant resource estimate; simulate the mining models and convert qualified resources into JORC ore reserves; and complete a resource and reserve assessment to review and assess all other technical aspects of the project. We expect the results of the resource assessment and JORC ore reserve estimation to be available before the end of 2012.
Now that the winter months are over, with the licencing and principal finance in place, we expect full mine construction to commence imminently, targeting completion and production by the end of 2013.
Drilling Programme
2011 has been our best year of drilling to date. We had an unusually long drilling season into December 2011 and were able to drill nearly 8,900 metres, of which 5,240m was at Pakrut. This has resulted in the Company having now drilled over 36,000 metres in Pakrut since 2005. 35 drill holes were completed within the Pakrut licensed exploration area in 2011, with five core drill rigs operating through the year. Sixteen holes have been drilled at Pakrut, seven holes at Eastern Pakrut, and twelve holes at Rufigar.
The main objectives of the 2011 drill programme were two-fold. Beginning in April 2011, exploration drilling was continued at Eastern Pakrut, and preliminary exploration drilling commenced in the Rufigar area using Kryso’s three existing drill rigs. Beginning in August 2011, after the commissioning of two new and more powerful drilling rigs, drilling commenced at Pakrut to improve the definition of the Pakrut resources and verify their continuation at depth.
The results of this drilling programme were extremely encouraging. At Pakrut, 2 deeper holes at Ore Zone 1 show mineralisation plunging down and to the east with intersections at 650m below the adit level. The intersections at Ore Zones 3 and 6 were also very encouraging, where nearly 19m@7.47g/t Au is the best intersection to date at Ore Zone 3.
The Company has recently purchased two additional powerful diamond drilling rigs totalling seven diamond drilling rigs and one RC rig operating on site. We plan to drill over 12,000m at Pakrut in 2012, of which 8,000m will be at the deeper levels and approximately 2,500m each at Eastern Pakrut and in the Rufigar area.
JORC Resource Update
Following the completion of our 2011 drilling programme assay results, we were able to announce the completion of an upgrade to our JORC Mineral Resource estimate by Snowden Mining Industry Consultants (Pty) in May 2012.
The total Measured, Indicated and Inferred resource at Pakrut and Eastern Pakrut was raised to 5,020,000 oz AU at a 0.5g/t cut off, an increase of 40% over last year’s resource. Measured and Indicated resources at Pakrut have increased by 305,000 oz Au to 2,210,000 oz Au at a 0.5g/t cut off. The inferred resource at Eastern Pakrut is 465,000 oz Au at a 0.5g/t cut off.
Financial Results for the Year ended 31 December 2011
The amount spent by the Company on development work during the year increased by 81% to US$4,776,000 (2010: US$2,640,000). Administration expenditure increased by 69% to US$1,583,000 (2010; US$935,000). The overall loss incurred by the Company increased by 25% from US$1,117,000 to US$1,392,000. Total cash equity funding raised from exercising warrants and options during the period was US$4,037,218.
Outlook
2012 is expected to be an extremely busy year for our Company. With licencing and principal financing now in place, full mine construction at Pakrut is imminent and we target the completion of mine construction by the end of 2013. Our drilling work continues in Pakrut and the results to date support our belief that this resource will continue to increase with further drilling. At Eastern Pakrut, Central Rufigar and Upper Rufigar, every drill hole to date has intersected mineralisation and we anticipate that grades and thickness will increase at deeper levels, as they did at Pakrut.
We also find it significant that our Company now has a market capitalisation on the London AIM market approaching £100 million and we view this as evidence of the de-risking of our project as we have achieved the licencing and financing milestones to take our mine into production. We remain fully committed to developing our position as a publicly quoted Company and realising the full potential and valuation of this project for all of our shareholders.
I would like to take this opportunity to thank all of our employees, management and advisors for their efforts during 2011 and also thank our shareholders for their continued support of our Company. I very much look forward to updating our shareholders at the interims on our progress and strategy for the Company.
Tao Luo
Non-Executive Chairman
6 June 2012
KRYSO RESOURCES PLC
Consolidated Statement of Comprehensive Income – Year ended 31 December 2011
| 2011 | 2010 | ||||||
| US$000 | US$000 | ||||||
| Turnover | – | – | |||||
| Cost of sales | – | – | |||||
| Gross Profit | – | – | |||||
| Administrative expenses |
(1,583)
|
(935) | |||||
| Gain/(Loss) on foreign exchange | 137 | (193) | |||||
| Operating Loss | (1,446) | (1,128) | |||||
| Interest receivable | 54 | 11 | |||||
| Loss before Taxation | (1,392) | (1,117) | |||||
| Tax on loss on ordinary activities | - | – | |||||
| Loss for the year attributable to equity holders of the Company | (1,392) | (1,117) | |||||
|
Total comprehensive income attributable to equity
holders of the Company |
(1,392) | (1,117) | |||||
|
Basic and Diluted Loss per Share attributable to
equity holders of the Company (expressed in dollars per share) |
$(0.0053) | $(0.0065) | |||||
All of the activities of the Group are classed as continuing.
The Company has taken advantage of section 408 of the Companies Act 2006 not to publish its own Statement of Comprehensive Income.
KRYSO RESOURCES PLC
Consolidated Balance Sheet – As at 31 December 2011
| 2011 | 2010 | |||||
| US$000 | US$000 | |||||
|
Non-Current Assets
Intangible assets |
23,068 | 18,292 | ||||
| Property, plant and equipment | 1,335 | 84 | ||||
| 24,403 | 18,376 | |||||
|
Current Assets
Inventories |
1,703 | 722 | ||||
| Receivables | 1,216 | 81 | ||||
| Cash and cash equivalents | 11,050 | 16,591 | ||||
| 13,969 | 17,394 | |||||
|
Current Liabilities
Trade and other payables |
(109) | (239) | ||||
| (109) | (239) | |||||
| Net Current Assets | 13,860 | 17,155 | ||||
| Total Assets less Current Liabilities | 38,263 | 35,531 | ||||
|
Equity
Called-up share capital |
4,640 | 4,216 | ||||
| Share premium account | 37,995 | 34,381 | ||||
| Retained earnings | (4,372) | (3,066) | ||||
| Total Equity | 38,263 | 35,531 | ||||
KRYSO RESOURCES PLC
Consolidated Statement of Changes in Equity – Year ended 31 December 2011
| Attributable to owners of the parent |
Share
capital US$000 |
Share
premium US$000 |
Retained
earnings US$000 |
Total
US$000 |
|||||||||
| Balance at 1 January 2010 | 2,725 | 17,778 | (2,719) | 17,784 | |||||||||
|
Loss and comprehensive income
for the year |
– | – | (1,117) | (1,117) | |||||||||
| Share based payments | – | – | 770 | 770 | |||||||||
| Issue of ordinary shares | 1,491 | 18,599 | – | 20,090 | |||||||||
| Costs of share issues | – | (1,996) | – | (1,996) | |||||||||
| Total contributions by and distributions to owners of the Company | 1,491 | 16,603 | 770 | 18,864 | |||||||||
| Balance at 31 December 2010 | 4,216 | 34,381 | (3,066) | 35,531 | |||||||||
| Total comprehensive income for the year | – | – | (1,392) | (1,392) | |||||||||
| Share based payments | – | – | 86 | 86 | |||||||||
| Issue of ordinary shares | 424 | 3,614 | – | 4,038 | |||||||||
| Total contributions by and distributions to owners of the Company | 424 | 3,614 | 86 | 4,124 | |||||||||
| Balance at 31 December 2011 | 4,640 | 37,995 | (4,372) | 38,263 | |||||||||
The cost of share issues in the year ended 31 December 2010 for the Group and Company includes a charge of US$770,167 against the share premium account relating to the fair value of the placing warrants.
KRYSO RESOURCES PLC
Consolidated Cash Flow Statement – Year ended 31 December 2011
| 2011 | 2010 | ||||||
| US$000 | US$000 | ||||||
| Net Cash used in Operating Activities | (3,595) | (1,443) | |||||
|
Cash flows from Investing Activities
Payments to acquire intangible assets |
(4,557) | (2,572) | |||||
| Payments to acquire property, plant and equipment | (1,480) | (95) | |||||
| Interest received | 54 | 11 | |||||
| Net Cash used in Investing Activities | (5,983) | (2,656) | |||||
|
Cash flows from Financing Activities
Issue of equity share capital |
4,037 | 20,090 | |||||
| Share issue costs | - | (1,226) | |||||
| Net Cash generated from Financing Activities | 4,037 | 18,864 | |||||
| Net (Decrease)/Increase in Cash and cash equivalents | (5,541) | 14,765 | |||||
| Cash and cash equivalents at beginning of the year | 16,591 | 1,826 | |||||
| Cash and cash equivalents at end of the year | 11,050 | 16,591 | |||||
KRYSO RESOURCES PLC
Notes to the Consolidated Cash Flow Statement – Year ended 31 December 2011
| 2011 | 2010 | ||||||
| US$000 | US$000 | ||||||
|
Cash flows from Operating Activities
Operating loss |
(1,446) | (1,128) | |||||
| Depreciation | 11 | 6 | |||||
| Share based payments | 86 | – | |||||
| Increase in inventories | (981) | (204) | |||||
| (Increase)/decrease in receivables | (1,135) | 27 | |||||
| Decrease in payables | (130) | (144) | |||||
| Net Cash used in Operating Activities | (3,595) | (1,443) | |||||
Major non-cash transaction
Placing warrants were granted to investors during the year ended 31 December 2010 with a fair value of US$770,167 which was charged against the share premium account.
KRYSO RESOURCES PLC Accounting Policies
Basis of Accounting
These Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, IFRIC interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared under the historical cost convention.
The preparation of Financial Statements in conformity with IFRSs requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The functional currency of the Company and Group is US dollars and accordingly the amounts in the Financial Statements are denominated in that currency.
Basis of Consolidation
The consolidated Financial Statements incorporate the Financial Statements of the Company and all Group undertakings. These are adjusted, where appropriate, to conform to Group accounting policies. Subsidiaries are all entities over which the Group has power to govern the financial and operating policies accompanying a shareholding of more than one half of the voting rights. All significant intercompany transactions and balances between group undertakings are eliminated on consolidation.
Investments in subsidiaries are accounted for at cost less impairment.
Going Concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman’s Statement and the Business Review in the Report of the Directors. The accounting policies include the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposure to liquidity risk.
At the year end the Company and Group had significant cash and cash equivalents following the investment by CNMIM last year and the exercise of warrants during the current period. These funds will be utilised to finance the Company’s and Group’s operating expenses, the development of the Pakrut Gold Project and ongoing exploration and evaluation costs. Subsequent to year end CNMIM has agreed to provide a secured loan facility on commercial terms to the Company for US$10 million and RMB 530 million (approximately US$83.5 million) that will be utilised to finance the development of the Pakrut Gold Project. The Company has also received a letter from CNMIM indicating that it intends to exercise the warrants issued to it by the Company in 2010 to subscribe for 73,333,333 ordinary shares in the capital of the Company at £0.21 per share. Such exercise would raise gross proceeds of approximately US$24 million.
Based on the budgeted levels of expenditure the Directors are satisfied that the cash resources available are sufficient to cover the Company’s and Group’s ongoing costs for at least 12 months from the date of signing of these Financial Statements.
The Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Financial Statements.
KRYSO RESOURCES PLC
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting (the “Meeting”) of Kryso Resources Plc (the “Company”) will be held at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX at 10 a.m. on 29 June 2012 for the following purposes:
Ordinary Business
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1. To receive and consider the statement of accounts for the period ended 31 December 2011 together with the reports of the directors and the auditors thereon.
2. To re-elect Craig Brown, who retires by rotation in accordance with the Company’s Articles of Association, as a director.
3. To re-elect Abuali Ismatov, who retires by rotation in accordance with the Company’s Articles of Association, as a director.
4. To re-appoint Littlejohn LLP as auditors to act as such until the conclusion of the next General Meeting of the Company at which accounts are laid before the Company and to authorise the directors of the Company to fix their remuneration.
Special Business
To consider and, if thought fit, to pass the following resolutions of which resolution 5 will be proposed as an ordinary resolution and resolution 6 which will be proposed as a special resolution:
5. That the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £2,000,000, provided that the authority hereby conferred shall:
(a) operate in substitution for and to the exclusion of any previous authority given to the directors pursuant to section 551 of the Act; and
(b) expire on whichever is earlier of the conclusion of the next Annual General Meeting of the Company or the date falling 15 months from the date of the passing of this resolution unless such authority is renewed, varied, or revoked by the Company in general meeting, save that the Company may at any time before such expiry make an offer or agreement which might require shares in the Company to be allotted, or rights to subscribe for or to convert any security into shares in the Company to be granted, after such expiry and the directors may allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company in pursuance of such offer or agreement as if the authority hereby conferred had not expired.
KRYSO RESOURCES PLC
Notice of Annual General Meeting (continued)
6. That, subject to the passing of Resolution 5, the directors be and they are hereby empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash as if section 561(1) of the Act did not apply to any such allotment pursuant to the general authority conferred on them by Resolution 5 above (as varied from time to time by the Company in general meeting) and/or by way of a sale of treasury shares PROVIDED THAT such power shall be limited to:
(a) the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity securities respectively attributable to the interest of all such holders are proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions or other arrangements as the directors may consider appropriate to deal with treasury shares, fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised regulatory body in any territory or otherwise;
(b) in connection with the issue of any shares pursuant to the exercise of any options granted under the Company’s unapproved employee share scheme, adopted by the board of the Company on 24 November 2004 (as amended from time to time) up to an aggregate nominal amount of £80,000;
(c) in connection with the issue of any share warrants to be granted by the Company up to an aggregate nominal amount of £50,000; and
(d) the allotment (otherwise than pursuant to sub paragraphs (a), (b) and (c) above) of equity securities up to an aggregate nominal amount of £1,000,000,
and the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the directors pursuant to sections 570 or 573 of the Act and shall expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company or the date falling 15 months from the date of the passing of this resolution unless such power is renewed, extended, varied or revoked prior to or at such meeting, except that the Company may before the expiry of any power contained in this resolution make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
|
By Order of the Board
Craig Brown, Secretary
Dated: 6 June 2012 |
Registered Office:
Unit 2.24 The Plaza 535 Kings Road London SW10 0SZ |
|||||||
KRYSO RESOURCES PLC
Notes to the Notice of Annual General Meeting
Entitlement to attend and vote
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members at:
- 6.00 p.m. on 27 June 2012; or
- if this Meeting is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting,
shall be entitled to attend and vote at the Meeting.
Appointment of proxies
2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy your proxy card or contact Neville Registrars Limited to obtain an extra proxy card on 0121 585 1131, or from outside the UK on +44 (0)121 585 1131. Lines are open 9 am to 5 pm Monday to Friday, excluding UK bank holidays.
5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
Appointment of proxy using hard copy proxy form
6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
- completed and signed;
- sent or delivered to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA; and
- received by Neville Registrars Limited no later than 10 a.m. on 27 June 2012.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
KRYSO RESOURCES PLC
Notes to the Notice of Annual General Meeting (continued)
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Appointment of proxies through CREST
7. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual (available from https://www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer’s agent (ID: 7RA11) by 10 a.m. on 27 June 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Appoint for proxy by joint members
8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-name being the most senior).
Changing proxy instructions
9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Neville Registrars Limited on 0121 585 1131, or from outside the UK on +44 (0)121 585 1131. Lines are open 9 am to 5 pm Monday to Friday, excluding UK bank holidays.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
KRYSO RESOURCES PLC
Notes to the Notice of Annual General Meeting (continued)
Termination of proxy appointments
10. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Neville Registrars Limited no later than 10 a.m. on 27 June 2012.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
Corporate representatives
11. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
Issued shares and total voting rights
12. As at 6.00 p.m. on 1 June 2012, the Company’s issued share capital comprised 286,709,263 ordinary shares of £0.01 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6 p.m. on 1 June 2012 is 286,709,263.
Communication
13. You may not use any electronic address provided either in this notice of meeting; or any related documents (including the letter with which this notice of meeting was enclosed and proxy form) to communicate with the Company for any purposes other than those expressly stated.