Stockholm December 15, 2020
Copperstone Resources AB (publ) (”Copperstone” or the ”Company”) today 15 December 2020 at 15:00 held an extraordinary general meeting at the offices of Hannes Snellman Attorneys, Kungsträdgårdsgatan 20, SE-111 47 Stockholm.
The resolutions made are presented below. All resolutions were unanimous.
Resolution on approval of transaction in accordance with Addendum with Sunstone Metals Ltd (“Sunstone”) (item 6 on the agenda)
The extraordinary general meeting resolved in accordance with the proposal of the Board of Directors to approve the transaction regarding a final payment amounting to SEK 21.2 million in cash to Sunstone in accordance with the addendum (the “Addendum”) between the Company and Sunstone. The Addendum is an amendment to the agreement between Sunstone and the Company regarding the acquisition of Avalon Minerals Viscaria AB, concluded in March 2019 (the “Viscaria agreement”). The Viscaria agreement provided for an additional purchase price (the “APP”), conditional upon the Viscaria acquisition being granted environmental permit for the contemplated mining operations, and has consisted of a cash portion of SEK 20 million (if the permit was granted within seven years) and an equity portion of 46 million new shares (without limitation in time for the permit). The APP can now, with the approval of the general meeting be pre-payed fully according to the Addendum, which stipulates that the Company shall pay a total of SEK 26 million. Of this, SEK 4.8 million has been paid in advance in the form of a down payment, and the Company now has, after the general meeting’s approval, the possibility to pay the remaining SEK 21.2 million to Sunstone, when the planned rights issue has been completed.
Resolution on authorisation of the board of directors to resolve on a preferential rights issue (item 7 on the agenda)
The extraordinary general meeting resolved, in accordance with the proposal of the board of directors, on an authorisation for the board of directors to, before next year’s annual general meeting, at one or more than one occasion, resolve on share issues, within the limitations of the articles of association, with preferential rights for current shareholders, to be paid in cash, in kind or through set-off. Issuance of new shares pursuant to the authorisation shall be executed on customary terms under current market circumstances. The board of directors has the right to resolve on issuance of new shares in an aggregate maximum amount of approximately SEK 160 million by virtue of the authorisation.
The purpose of the authorisation is that the proceeds from the issuance of shares shall mainly be used to finance the project development towards a reopening of the Viscaria mine, and to prepay the additional purchase price regarding the Viscaria acquisition (item 6). In addition, the Company intends to create a stable financial position for the Company that enables value-adding activities within the Company’s other projects.
In the event that not all new shares are subscribed for by exercise of subscription rights, the Board of Directors shall, within the limits of the maximum amount of the rights issue, resolve on allotment of new shares subscribed for without subscription rights, whereby allotment shall be made primarily to those who have given binding undertakings prior to the launch of the planned rights issue to subscribe for shares without support of subscription rights, secondly to those who have subscribed for shares by exercise of subscription rights (irrespective of whether the subscriber was a shareholder on the record date or not) and have applied for subscription without subscription rights, and, in the event allotment cannot be fully made, pro rata in relation to the number of subscription rights each subscriber has exercised for subscription of shares those who have subscribed for shares, thirdly to those who have subscribed for shares in the rights issue without subscription rights and, in the event allotment cannot be fully made, pro rata in relation to the number of shares stated in each subscription application.
The authorisation for issuance of shares resolved upon by the extra general meeting on 29 September 2020 shall be valid in parallel with the above authorisation for issuance of shares, whether the above authorisation will be utilised or not.
Resolution on approval of a potential rights issue against payment through set-off, directed to a related company to the Chairman of the board (item 8 on the agenda)
The extraordinary general meeting resolved, in accordance with the proposal of the board of directors, to approve a potential rights issue against payment through set-off, in an amount up to SEK 10.3 million, which may be directed to a company affiliated with the Chairman of the Board, JOHECO AB ("JOHECO"), by virtue of the previously registered authorisation from the extraordinary general meeting on 29 September 2020 together with general meeting’s special instructions, as follows.
JOHECO and the Company have agreed on a loan commitment in the amount of SEK 10.3 million. In order to ensure such loan settlement through set-off, the board of director’s share issue resolution is intended to enable an allotment opportunity for such oversubscription and other oversubscription that has guaranteed the issue, which, however, can only take place to the extent there will be room for oversubscription in the share issue. The extraordinary general meeting resolved, in accordance with the proposal of the board of directors, to approve that to the extent that the bridge loan is called and JOHECO's oversubscription would not suffice for full set-off, the board of directors to, in connection with the final allotment of the planned preferential issue, secondarily, may carry out a directed share issue at the same issue price in order to enable settlement of the loan in shares.
Resolution on amended guidelines and extended framework regarding consideration to the board of directors and management (item 9 on the agenda)
The extraordinary general meeting decided in accordance with the proposal of the Nomination Committee:
·to amend the election by the annual general meeting of 2020 of Jörgen Olsson as chairman of the Board of Directors so that Jörgen Olsson until the annual general meeting 2021 instead shall be executive chairman;
·that the extraordinary general meeting approves that the overall fees of the Board of Directors resolved upon by the annual general meeting will be reduced by withdrawing the chairman’s entitlement, provided that Jörgen Olsson enters into a full-time employment agreement as executive chairman with a monthly salary amounting to SEK 125,000 per month as well as pension benefits amounting to 35 percent.
Copperstone Resources AB (publ)
The Board of Directors
Copperstone Resources AB is a mineral exploration company formed in 2006. During 2019, the Company acquired Viscaria deposit in Kiruna and accordingly, the Company’s strategy was revised. The goal is to become a modern and responsible producing mining company through the reopening of the Viscaria mine. The deposit’s high level of copper and the geographical location provide for good conditions to become a key supplier of qualitative and responsibly produced copper to customers who are driving the global change towards an electrified society. In addition to the Viscaria mine, Copperstone has several Exploitation Concessions and Exploration Permits in Arvidsjaur (Eva, Svartliden, Granliden) and Smedjebacken (Tvistbogruvan), all of which are located in Sweden. The Company’s shares are subject trading on Nasdaq First North Growth Market (ticker COPP B). The Certified Adviser is Augment Partners AB, email@example.com, +46 8 505 65 172.