Resolutions from Annual General Meeting of Endomines AB (publ) on 10 June 2021Press release (PDF)
Endomines AB, Stock Exchange Release 10 June 2021 at 10:15 CEST
The Annual General Meeting (the “AGM”) of the shareholders of Endomines AB (publ) was held on 10 June 2021.
Adoption of the Profit and Loss Statement and the Balance Sheet as well as appropriation of Endomines’ results
The AGM resolved to adopt the Profit and Loss Statement and the Balance Sheet for the financial year 2020 for the parent company as well as for the Group. The AGM resolved that no dividend is to be paid and that the company’s funds are allocated so that SEK 89,682,956 is carried forward.
Discharge from liability for Board of Directors and the CEO
The AGM resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 2020.
The AGM approved the presented remuneration report for the financial year 2020.
Board of Directors
The AGM resolved that the Board of Directors should consist of five members with no deputies. Jeremy Read and Ingmar Haga were re-elected as members of the Board of Directors and Eeva Ruokonen, Markus Ekberg and Jukka‑Pekka Joensuu were elected as new members of the Board of Directors. Ingmar Haga was re-elected as Chairman of the Board of Directors.
Remuneration to the Board of Directors
The AGM resolved that remuneration for the Chairman of the Board of Directors shall be an unchanged amount of SEK 350,000 per year, and to each other member of the Board of Directors an unchanged amount of SEK 200,000 per year, however that no remuneration shall be paid to Board member who is employed by the company. The AGM further resolved that remuneration for Board member’s work in the Remuneration Committee, Audit Committee and the Technology and Security Committee established by the Board of Directors shall be an unchanged amount of SEK 25,000 per Board member and year for each committee that the Board member works in, a remuneration of SEK 50,000 per year shall be paid to the Chairman of the Audit Committee and the Technology and Security Committee and a meeting remuneration of SEK 3,000 shall be paid to each participating Board member for each physical Board meeting.
The AGM resolved to re-elect the registered auditing firm PricewaterhouseCoopers AB as auditor for the period until the end of the Annual General Meeting 2022. PricewaterhouseCoopers AB has informed that Anna Rozhdestvenskaya will be Auditor in charge.
The Board of Directors’ proposals for resolutions regarding directed issues to LDA Capital Limited
Authorization for the Board of Directors to resolve on new issues of convertibles
The AGM resolved to authorize the Board to, for the period up until the next AGM, decide on a new issues of convertibles of a maximum nominal amount corresponding to MEUR 6 in total to LDA Capital Limited or an affiliate to LDA Capital Limited or someone appointed by either of them. The Board of Directors shall be authorized to, on one or more occasions resolve on new issues of convertibles for cash payment or through set-off. The reasons for deviating from the shareholders' preferential rights is to fulfil the company's obligations pursuant to the loan agreement entered into between the company and LDA Capital Limited. The subscription price for the convertibles shall correspond to the convertibles' nominal value.
Resolution regarding a directed issue of warrants
The AGM also resolved on a directed issue of a maximum of 14,000,000 warrants, free of charge, to LDA Capital Limited. Each warrant entitles the warrant holder to subscribe for one (1) new share in the company. The subscription price per share when exercising the warrants to subscribe for shares corresponds to 135% of the volume-weighted average list price for the Endomines share at Nasdaq Stockholm during the 10 trading days preceding Endomines' Annual General Meeting 2021. Subscription for shares may be made during the period from and including the date of registration of the issue of warrants with the Swedish Companies Registration Office up to and including the day falling 36 months thereafter. If all 14,000,000 warrants are exercised, no more than 14,000,000 shares may be issued and the share capital of the company may increase by no more than SEK 28,000,000. The reason for deviating from the shareholders' preferential rights and for the subscription price for the warrants is to fulfil the company's obligations pursuant to the loan agreement entered into between the company and LDA Capital Limited.
Authorization for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
The AGM resolved to approve the Board of Directors' proposal to authorize the Board, for the period up until the next AGM, to decide on new issues of shares, warrants and/or convertibles, corresponding to an increase of Endomines' share capital of no more than twenty (20) percent in relation to the share capital at the time of the AGM. The Board of Directors shall be authorized to, on one or more occasions resolve on new issues for cash payment, through set-off or through payment in kind. In respect of shares, the basis for the share price shall be the market value of the share with any customary discount. The reasons for deviating from shareholders' preferential rights is to enable targeted issues mainly to enable structural transactions and to enable the company to raise capital, thereby promoting Endomines' opportunities to create additional value for all its shareholders. The authorization may be used by the Board of Directors to resolve on direct issues, on one or more occasions, with deviation from the shareholders' preferential rights, to LDA Capital Limited or an affiliate to LDA Capital Limited, or someone appointed by either of them.
Marcus Ahlström, interim CEO and CFO, +358 50 544 68 14, firstname.lastname@example.org
This information was submitted for publication through the contact person set out above at 10:15 CEST on 10 June 2021.
Endomines AB is a mining and exploration company with its primary focus on gold. The Company explores for gold along the Karelian Gold Line in Eastern Finland and develops mining operations in Idaho, USA and Finland. Endomines aims to improve its long-term growth prospects by increasing its exploration activities and through acquisitions. Endomines aims to acquire deposits that are situated in stable jurisdictions and can be brought to production rapidly with limited investments.
The shares trade on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).