Nuuk, 2015-01-20 15:55 CET (GLOBE NEWSWIRE) -- To the shareholders of NunaMinerals A/S
On 3 December 2014, NunaMinerals A/S (“NunaMinerals A/S” or the “Company”) announced that the Government of Greenland had agreed to provide DKK 4.5 million to the Company by way of a loan to strengthen the Company’s short-term liquidity position. The loan was subject to a number of conditions, including that the Company convenes an extraordinary general meeting to commence a share capital restructuring and recapitalisation in order to permit the Company the opportunity to search for more long-term funding to continue its operations.
The Company has in a longer period sought to obtain long-term funding of its operations, however, it has not been possible to obtain such funding and thereby secure the continued operation of the Company.
The proposals under agenda item 2 or alternatively under agenda item 3 are presented to the shareholders as the Company continues to be in financial distress of such magnitude that the Company will not be able to continue its operations based on its current liquidity position. Following adoption of agenda item 2 or 3, as applicable, the Company will continue its search for liquidity and a viable solution that will ensure the continued operations of the Company.
Notice is hereby given, pursuant to article 4 of the Articles of Association, that the extraordinary general meeting of NunaMinerals A/S will be held on Thursday, 29 January 2015 at the Hotel Hans Egede, Aqqusinersuaq 1, 3900 Nuuk at 4.00 p.m. Greenlandic time.
Agenda:
- The Board of Directors’ statement on the financial position of the Company.
- Based on a request from the Government of Greenland, the Board of Directors presents the following proposal to:
a. Amendment of the nominal value per share to be able to issue shares in a denomination of DKK 0.10 or multiples thereof ;
b. Reduce the Company’s share capital by a nominal amount of DKK 137,954,700 from DKK 137,954,700 to DKK 0 to cover loss;
c. Request delisting from NASDAQ OMX Copenhagen A/S;
d. Increase the Company’s share capital with a nominal amount of a minimum DKK 500,000 and up to DKK 921,542 without pre-emptive rights for existing shareholders by conversion of debt and/or contribution of cash by the Government of Greenland and/or Greenland Holding A/S; and
e. Increase the Company’s share capital with a nominal amount of up to DKK 1,837,552 by contribution of cash and/or conversion of debt without pre-emptive rights for the existing shareholders (and excluding the Government of Greenland and Greenland Holding A/S).
The proposals under agenda item no. 2 (A-E) are submitted as one collective proposal and can only be adopted as one proposal.
- The Board of Directors presents, as an alternative to and only if agenda item no. 2 is not adopted by the general meeting, the following proposal to:
a. Amendment of the nominal value per share to be able to issue shares in a denomination of DKK 0.10 or multiples thereof ; and
b. Reduce the Company’s share capital by a nominal amount of DKK 135,195,606 from DKK 137,954,700 to DKK 2,759,094 to cover loss.
Item 3 is conditional upon item 2 not being adopted by the general meeting. If item 2 is adopted, item 3 will be withdrawn by the Board of Directors.
- The Board of Directors proposes to authorise the Board of Directors to:
a. Increase the Company’s share capital by issuance of new shares up to a nominal amount of DKK 5,000,000 with pre-emptive rights for existing shareholders;
b. Increase the Company’s share capital by issuance of new shares up to a nominal amount of DKK 5,000,000 without pre-emptive rights for existing shareholders; and
c. Maximum on aggregate utilization and other terms and conditions of the authorisations under agenda items 4.A-4.B.
- Authorisation to the chairman of the meeting.
- Miscellaneous.
The complete proposals as well as proxy form and form for request for admission are included in the enclosed PDF-file.
Adoption requirements
Adoption of the proposals under item 2 A-B, D-E and items 3-4 is subject to not less than two-thirds of the votes cast and of the share capital represented at the general meeting voting in favour of the proposal. The remaining proposals may be passed by a simple majority of votes.
Share capital and shareholders’ voting rights
The company’s share capital amounts to nominally DKK 137,954,700 and is divided into shares of a nominal amount of DKK 5 or multiples thereof. Each share amount of DKK 5 carries one vote.
The voting right attached to shares acquired by transfer may only be exercised if the shareholder has had his shares recorded in the Company’s Register of Shareholders or has given notice of his acquisition and submitted appropriate documentation thereof not later than when the general meeting was convened.
Admission cards
Furthermore, participation is conditional upon the shareholder obtaining an admission card in time as described below.
Pursuant to article 6.01 of the Articles of Association, only shareholders who have personally or in writing requested an admission card from NunaMinerals A/S, Issortarfimmut 1, P.O. Box 790, 3900 Nuuk, by telephone, +299 36 20 00, fax +299 36 20 10 or email info@nunaminerals.com not later than on Saturday 24 January 2015 at 4:00 p.m. Greenlandic time will be entitled to attend the general meeting.
Shareholders not recorded in the Company’s Register of Shareholders must document their shareholding by presenting a deposit statement from VP Securities A/S or the shareholder’s bank which is not more than five days old, and submit a written declaration stating that the shareholder has not sold his shares after the statement was issued and that he will not sell the shares until after the general meeting at the earliest.
Proxy
Shareholders who do not expect to be present at the general meeting can submit a proxy to the Board of Directors or a person appointed by the shareholder by submitting a completed proxy form to NunaMinerals A/S, Issortarfimmut 1, P.O. Box 790, 3900 Nuuk, fax +299 36 20 10 or e-mail info@nunaminerals.com. The proxy form must be received by the Company not later than on Saturday 24 January 2015 at 4:00 p.m. Greenlandic time.
Nuuk, 20 January 2015
The Board of Directors
Ole Christiansen, President and CEO, mobile: +299 55 18 57
Birks Bovaird, Chairman of the Board, mobile: +1 416 518 0100
