Results of EGM and Board Changes
09 June 2015
Mwana Africa PLC ("Mwana" or the "Company") announces the results of the Extraordinary General Meeting ("EGM") held earlier today.
Ten resolutions were proposed by the Requisitioners, of those, Ordinary resolutions 1, 3, 5 and 7 were passed. Ordinary resolutions 2, 4 and 10 were withdrawn at the EGM on account of Messrs Morris and Botha having announced their retirements before the EGM, and the Company announcing yesterday settlement of the Petition with CIMGC and Mr Ning.
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Resolution
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Outcome
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Ordinary 1
That Dr Scott Morrison be appointed as a Director
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Approved
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Ordinary 2
That Mr Stuart Morris be removed as a Director
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Withdrawn
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Ordinary 3
That Mark Wellesley-Wood be appointed as a Director
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Approved
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Ordinary 4
That Mr Johan Botha be removed as a Director
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Withdrawn
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Ordinary 5
That Olivier Barbeau be appointed as a Director
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Approved
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Ordinary 6
That Mr Ngoni Kudenga be removed as a Director
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Approved
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Ordinary 7
That Anne-Marie Chidzero be appointed as a Director
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Approved
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Ordinary 8
That Mr Herbert Mashanyare be removed as a Director
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Approved
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Special 9
That the Directors of the Company do not enter into any unconditional agreement to acquire or dispose of any major asset without previously disclosing the details thereof to the members of the Company a reasonable time before any agreement becomes unconditional
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Rejected
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Ordinary 10
That the Members of the Company urge the Board, Yat Hoi Ning and China International Mining Group Corporation to resolve the differences of opinion between them
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Withdrawn
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Peel Hunt, the Company's nominated adviser, is continuing to undertake due diligence in accordance with the AIM Rules for Companies (the "AIM Rules") on Messrs Morrison and Barbeau, and Ms Chidzero and further information in accordance with the requirements of paragraph 2(g) of Schedule 2 of the AIM Rules will be announced shortly. Due diligence has been completed on Mark Wellesley-Wood, a UK resident who recently acted as a director of the Company whose details are provided below.
Mark Michael Wellesley-Wood
Mark (63) is a mining engineer and Fellow of the Institute of Materials, Minerals and Mining, with over 40 years experience in both the mining industry and investment banking.
Until recently Mark was a director of Investec Investment Banking and Securities in London, prior to which he was Head of Corporate Finance at Ambrian Partners. He has also previously worked at the former Dresdner Kleinwort Benson as the Global Sector Head for Mining. He has been closely involved in mining activities in Africa, having started his career on the Zambian copper-belt and has since held the positions of Executive Chairman and CEO of South African gold miner, DRDGold Limited. Mark is currently Non-Executive Chairman of Alecto Minerals plc and Tri-Star Resources plc.
Other previous Directorships include the CEO of Metallon Gold Ltd (Redwing Mining), which operates gold mines in Zimbabwe, an NED on Oxus Gold at the time of its IPO, Non Executive Chairman of Mwana Africa and Executive Chairman of UK tin miner Geevor Ltd.
Current directorships:
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Alecto Minerals plc
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Tri-Star Resources plc
Past Directorships (within 5 years):
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Mikula Mining Limited
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Mwana Africa plc
There is no further information to be disclosed pursuant to paragraph 2 (g) of Schedule 2 of the AIM Rules.
Speaking after the meeting today, Mr Yat Hoi Ning, Interim Chairman of Mwana, said:
"It has been a turbulent period for the Company. Shareholders have spoken and the Company fully respects their views. We will now ensure that the Company is in a position to capitalise on its strong operational performance achieved in the first half of the financial year. It is important to remember that the fundamentals of the business remain strong and with this issue now behind us, the new Board will come together to drive the Company forward."
For defined terms please refer to the circular from 12 May 2015.
For further information contact:
Mwana Africa PLC
Kalaa Mpinga, CEO
Caroline Mathonsi, Investor Relations
Tel: + 44 (0) 203 696 5470
Nominated Adviser and Broker
Peel Hunt LLP
Matthew Armitt / Ross Allister
Tel: +44 (0) 20 7418 8900
Public and investor relations
Russell and Associates (South Africa)
Jim Jones / Leigh King
Tel: +27 (0) 11 880 3924
Tavistock (UK)
Ed Portman / Jos Simson / Mike Bartlett
Tel: +44 (0) 207 920 3150
Mwana Africa PLC is a pan-African, multi-commodity mining and development company. Mwana's principal operations and exploration activities cover gold, nickel, copper and diamonds in Zimbabwe, the Democratic Republic of Congo (DRC) and South Africa.