The shareholders in Auriant Mining AB (publ) (”Company”), 556659-4833, are hereby given notice to attend an Extraordinary General Meeting on Thursday, August 3, 2017 at 2.30 p.m. in IVA Konferenscenter, Grev Turegatan 16 in Stockholm. Registration for the meeting commences at 2 p.m.
NOTICE
Anyone wishing to attend the meeting must
· be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Friday, 28 July 2017,
· give notice to the Company of their intention to attend no later than Friday, 28 July 2017.
Notification of attendance may be given in writing to the Company at the address Auriant Mining AB, Box 55696, 102 15 Stockholm, via email at the address egm@auriant.se, or via tel 08-624 26 80. When giving notification please state your name or Company name, personal ID or Company registration number, address and daytime telephone number.
Anyone who does not attend the meeting in person may exercise their right at the meeting via a proxy in possession of a signed and dated form of proxy. Forms of proxy are available on the Company’s website: www.auraint.se. The form of proxy may also be obtained from the Company or be ordered over the telephone using the number above. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent documentary authority must be attached.
To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name, so that the holder is entered in the share register kept by Euroclear Sweden AB as of 28 July 2017. Registration in this way may be temporary.
Number of shares and votes
At the time of issuing the notice to attend the Extraordinary General Meeting, the Company has a total of 17,802,429 registered shares, with one vote per share. As of the same date, the Company is holding no shares in treasury.
Shareholders’ information right
Shareholders are reminded of their right to request information from the Board and the CEO pursuant to Chapter 7, section 32 and 57 of the Swedish Companies Act.
PROPOSED AGENDA
1) Opening of the Extraordinary General Meeting
2) Election of the chairman of the meeting
3) Preparation and approval of the voting list
4) Approval of the agenda
5) Election of one or two persons to attest the minutes of the meeting
6) Determination of whether the meeting has been duly convened
7) Resolution on alteration of the articles of association
8) Resolution on rights issue
9) Resolution on a warrants issue 2017/2018
10) Resolution on issue authorisation
11) Closing of the Extraordinary General Meeting
PROPOSALS BY THE BOARD OF DIRECTORS
7. Resolution on alteration of the articles of association
The board of directors proposes that the meeting resolves to alter the articles of association essentially as follows.
· Section 4 is altered to have the wording as follows:
“The share capital shall amount to not less than SEK 5,332,450 and a maximum of SEK 21,329,800.”
· Section 5 is altered to have the wording as follows:
“The number of shares shall amount to not less than 47,400,000 and not more than 189,600,000.”
· Section 11 is altered to have the wording as follows:
“The company’s shares shall be registered in a central securities depository register according to the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).”
8. Resolution on rights issue
The board of directors proposes that the meeting, on condition that the meeting has resolved on the proposed alteration of the articles of association, resolves on a rights issue essentially as follows.
1. The company’s share capital shall increase with no more than SEK 8,011,093 through a new share issue of no more than 71,209,716 shares.
2. The company’s shareholders shall have preferential right to subscribe for the new shares, whereby one (1) existing share shall entitle to one (1) subscription right and one (1) subscription right shall entitle to subscription of four (4) new shares.
3. The subscription price shall be SEK 2.50 per share.
4. The record date for establishing which shareholders have the right to subscribe for shares with preferential right shall be 18 August 2017.
5. Subscription for shares shall be made from 23 August 2017 up until and including 8 September 2017.
6. Subscription of shares with preferential right (i.e. by the use of subscription rights) shall be made through payment, or, if payment is made by set-off of claims, on subscription list. Subscription of shares without preferential rights (i.e. without the use of subscription rights) shall be made on a subscription list. The board of directors shall be entitled to prolong the subscription period.
7. If not all shares are subscribed for pursuant to subscription rights, the board of directors shall decide on allotment of shares subscribed for without the use of subscription rights up to the maximum amount of the issue, and the board of directors shall firstly allot shares to those who have also subscribed for shares pursuant to subscription rights, and in case full allotment is not possible, allotment in proportion to the number of shares subscribed for by them pursuant to subscription rights, and where this is not possible, by drawing of lots and secondly allot shares to those who have subscribed for shares without the use of subscription rights and where this is not possible, allotment in proportion to the number of shares they have subscribed for, and where this is not possible, by drawing of lots, and thirdly allot shares to guarantors in accordance with subscription guarantee agreements.
8. Payment for shares subscribed for without the use of subscription rights shall be made no later than three days after the issuance of information on allocation. However, the board of directors shall be entitled to prolong the payment period.
9. Payment for subscribed shares shall be made through cash payment or by set-off of claims.
10. The issue resolution requires alteration of the articles of association and cancellation of the company’s convertibles of series 2015/2018 to such extent that the company stays below the maximum number of shares and maximum share capital as permitted in the articles of association. The fact that such cancellation has taken place shall be confirmed by the company’s CEO or a board member in connection with registration.
11. The new shares shall entitle to dividend for the first time at the record date for dividend nearest occurring after the new shares have been entered in the share register kept by Euroclear Sweden AB.
9. Resolution on a warrants issue 2017/2018
The board of directors proposes that the meeting, on condition that the meeting has resolved on the proposed alteration of the articles of association and the proposed rights issue, resolves to issue warrants essentially as follows.
1. The Company shall issue no more than 71,209,716 warrants. Each warrant shall entitle the holder to subscribe for one share in the Company. As a result the Company's share capital may be increased by no more than SEK 8,011,093.
2. The warrants may be subscribed by those who have subscribed for shares in the rights issue that the meeting has resolved on the same day (the “Rights Issue”). The subscriber may subscribe for one warrant for every share the subscriber has subscribed for in the Rights Issue.
3. The warrants are issued free of charge.
4. Subscription shall take place from 23 August 2017 up to and including 8 Septrember 2017. The board of directors shall be entitled to prolong the subscription period.
5. One warrant shall be allotted for each subscribed and allotted share in the Rights Issue.
6. The warrants are subject to terms and conditions including inter alia, that:
(a) Each warrant entitles its holder to subscribe for one new share against cash payment of a subscription price corresponding to the volume weighted average price of the company's share for ten trading days immediately prior to the exercise date of the warrants, with a discount of 25 percent, however, never lower than SEK 2.50 and never higher than SEK 3.50;
(b) the warrant may be exercised during a period from 19 March 2018 up to and including 30 March 2018;
(c) the exercise price as well as the number of shares that each warrant entitle to subscription may be subject to re-calculation due to, inter alia, bonus issues, reverse share split, share split, rights issues and similar actions;
7. The reason for the deviation from shareholders' preferential rights is that the company wishes to assign a warrant for each subscribed and allotted share in the Rights Issue. The basis for the subscription price for subscription of shares through the exercise of warrants is set out in item 6 (a) above.
10. Resolution on issue authorisation
The board of directors proposes that the meeting resolves on an issue authorisation essentially as follows.
The Board of Directors is to be authorised to, on one or more occasions until the next Annual General Meeting, issue new shares and/or warrants. An issue of new shares and/or warrants can be decided without regard to shareholders’ pre-emption rights. An issue of shares and/or warrants without regard to shareholders’ pre-emption rights may only be decided upon in connection with a rights issue, for instance an issue directed to the guarantors in such rights issue as payment for their guarantees.
Following this authorisation, a total maximum number of 8,000,000 shares may be issued in new share issues and/or through the exercise of warrants (this does not prevent warrants from being subject to re-calculation terms which, if applied, may result in a different number of shares). This authorisation is to include the right to issue shares and/or warrants with cash payment, payment by contribution in kind or payment by way of set-off, and otherwise subject to conditions as set out in Chapter 2 Section 5, second paragraph 1–3 and 5 of the Swedish Companies Act.
The reason for the proposal and the possibility of deviating from the shareholders’ pre-emption rights is the Board of Directors’ intention to carry out a rights issue of shares and a rights issue of warrants in order to raise capital, and to be able to, in connection with such rights issues, resolve on directed issues of shares and/or warrants to guarantors in the rights issues as payment for their guarantees.
The Board of Directors, or a party designated by the Board, has the right to decide on minor changes to the meeting’s resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
A resolution according to this item is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Available documents
The Board's complete proposal and documents according to Chapter 13, section 6-8 and Chapter 14 section 8 of the Swedish Companies Act will be available at the offices of Advokatfirman Westermark Anjou at Sergels torg 12, Stockholm and at the Company's website www.auriant.com two weeks before the Extraordinary General Meeting and will be sent in connection therewith to the shareholders who so request and state their postal address.
Stockholm in July 2017
Auriant Mining AB (publ)
Board of Directors
For more information, please contact:
Sergey Ustimenko, CEO
tel: +7 495 660 22 20
e-mail: sergey.ustimenko@auriant.com
Company name: Auriant Mining AB
Short name: AUR
ISIN-code: SE0001337213
Website: www.auriant.com
Twitter: @auriantmining
Auriant Mining AB (AUR) is a Swedish junior mining company focused on gold exploration and production in Russia, primarily in Zabaikalye and the Republics of Khakassia and Tyva. The company has currently four assets, including one operating mine (Tardan), one early stage exploration asset and two development assets.
Since July 19, 2010, Auriant Mining´s shares are traded on First North Premier at the NASDAQ OMX Nordic Exchange under the short name AUR. For more information please visit www.auriant.com. Mangold Fondkommission is Certified Adviser to Auriant, for more information please call +46 8 503 015 50 or visit www.mangold.se.
This information is information that Auriant Mining AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CET on 4 July 2017.
Cautionary Statement: Statements and assumptions made in this press release with respect to Auriant Mining AB’s (“AUR”) current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of AUR. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to, (i) changes in the economic, regulatory and political environments in the countries where AUR operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) AUR’s continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) exchange rates, particularly between the Russian rouble and the U.S. dollar. In the light of the many risks and uncertainties surrounding any gold production and exploration company at an early stage of its development, the actual results could differ materially from those presented and forecast in this report. AUR assumes no unconditional obligation to immediately update any such statements and/or forecasts
This press release does not constitute an offer to subscribe for shares in AUR, and shall not, directly or indirectly, be released, published or distributed in or to the United States, Australia Japan, Canada, New Zealand, Hong Kong, South Africa or other country where such action as a whole or in part is subject to legal restrictions. Nothing in this press release should be considered as an offer to invest or otherwise trade in shares of Auriant Mining AB (publ). The proposed issue will not be directed at residents or those living in the United States, Australia, Japan, Canada, New Zealand, Hong Kong, South Africa or other country where such action would require further prospectus, other offering documentation, registration or other measures beyond those required by Swedish law. No securities will be registered under the United States Securities Act of 1933, a similar law in any state in the United States, or under any provincial law in Canada, nor under the applicable law of another country.
