NOTICE OF ANNUAL GENERAL MEETING IN COPPERSTONE RESOURCES AB (PUBL)

Kiruna 20 April 2021

PRESS RELEASE

The shareholders of Copperstone Resources AB (publ) (“Copperstone” or the “Company”) are hereby summoned to the annual general meeting on 19 May 2021 at 3:00 p.m. at the offices of Hannes Snellman, Kungsträdgårdsgatan 20, 111 47, Stockholm. The registration opens at 2:30 p.m.

Notice of attendance etc.

Shareholders who wish to participate in the general meeting must be recorded in the share register held by Euroclear Sweden AB on 10 May 2021 and announce their participation via mail to the Company no later than 14 May 2021 at 12:00 p.m. to address Copperstone Resources AB (publ), Fasadvägen 43, SE-981 41 Kiruna, Sweden, or via e-mail: info@copperstone.se, stating “annual general meeting”. Upon notice of attendance, the shareholder’s name, social security number or corporate registration number, address, telephone number, shareholding as well as information on advisors, if any (no more than two) shall be stated.

Upon participation by proxy, we are thankful if such proxy form is submitted already in connection with the notice of attendance. The proxy form may be no older than one year, however the proxy form may be older than one year if it is stated that it is valid for a longer period, no more than five years. Proxy forms are provided shareholders upon request and are available at the Company’s website, www.copperstone.se. A person representing a legal entity is requested to present a certificate of registration or equivalent documentation of authority evidencing authorised signatory.

A person having had their shares nominee registered must, in order to have the right to participate in the annual general meeting, have the nominee register the shares in own name, so that the relevant shareholder is registered in the share register held by Euroclear Sweden AB on 10 May 2021. Such registration may be temporary. The shareholder must therefore contact its nominee well before this date in accordance with the nominee’s routines and request for voting rights registration. Voting rights registrations that have been done by the nominee no later than 12 May 2021 will be taken into account in the presentation of the share register.

The Company will enable so called postal voting in accordance with the new interim legislation on the matter. Information and forms will be held available on the Company’s website well before the general meeting. The postal voting form must be received by Copperstone Resources AB no later than 18 May 2021.

Information regarding Covid19

Copperstone is observing the development of the Covid-19, Corona virus, situation closely. As a precautionary and risk mitigation measure for its shareholders, Copperstone will take specific measures in connection with the annual general meeting such as restrictions on the duration of the annual general meeting, food and drink as well as the presence of the senior management. Further information will be found and updated on the Company’s website. Shareholders who are sick or belong to a risk group should not participate but may vote by proxy. Proxy forms will be available well before the annual general meeting on Copperstone’s website www.copperstone.se. The Company will enable so called postal voting in accordance with the new interim legislation on the matter. Information and forms will be available on the Company’s website well before the annual general meeting.

Proposed agenda

  1. Election of chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Election of one or two persons to verify the minutes.
  4. Determination as to whether the annual general meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and the auditor’s report, as well as the consolidated accounts and the auditor’s report on the consolidated accounts. 
  7. Resolution with respect to

a) adoption of the income statement and the balance sheet

b) appropriation of the limited liability Company’s profits or losses in accordance with the approved balance sheet and

c) discharge of liability for the members of the board of directors and the CEO.

  1. Determination of the fees payable to members of the board of directors and the auditor.
  2. Election of the members of the board of directors and auditor.
  3. Resolution on guidelines for the appointment of a nomination committee.
  4. Resolution on authorisation for the board of directors to resolve on new issue.
  5. Resolution on adoption of Incentive program 2021/2024:1 by way of (A) issue of warrants to the subsidiary Copperstone Incentive AB and (B) approval of transfer of warrants to management and key personnel in the Company.
  6. Resolution on adoption of Incentive program 2021/2024:2 by way of (A) issue of warrants to the subsidiary Copperstone Incentive AB and (B) approval of transfer of warrants to members of the board of directors.
  7. Closing of the meeting.

Proposals for decision

Item 7b: Resolution regarding appropriation of the limited liability Company’s profits or losses in accordance with the approved balance sheet

The board of directors’ proposal regarding appropriation of the Company’s result will be presented in the annual report for the financial year 2020, which is available as set out below. The board of directors does not propose any dividend and proposes that the result is carried forward.

Item 8: Resolution regarding remuneration for the board of directors and the auditor

Proposal regarding remuneration to the members of the board of directors and the auditor will be presented and announced on the Company’s website well in advance of the annual general meeting.

Item 9: Election of the members of the board of directors and auditor

Proposal regarding election of the members of the board of directors and auditor will be presented and announced on the Company’s website well in advance of the annual general meeting.

Item 10: Proposal on guidelines for the appointment of a Nomination Committee

Proposal regarding guidelines for the appointment of a Nomination Committee, which are intended to be materially based on last year’s guidelines, will be presented and announced well in advance of the annual general meeting.

Item 11: Resolution on authorisation for the board of directors to resolve on new issue

The board of directors of Copperstone Resources AB (publ), Reg. No. 556704-4168 proposes that the general meeting resolves to authorise the board for the period until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights, against payment in cash or through set-off or in kind, or otherwise with conditions, to resolve on an issue of new shares, convertibles or warrants. The total number of issued shares, or the number of shares that may be issued upon conversion of convertibles or through exercise of warrants, may not exceed 20 per cent of the registered number of shares in the Company at the time of the general meeting’s resolution. The number of shares which may be issued upon conversion of convertibles or through exercise of warrants refers to the number of shares before a potential recalculation. The purpose of the authorisation, and the reason for the possibility to deviate from the shareholder’s preferential rights, is to enable the Company to, in a promptly and cost-effective manner, procure capital, carry out acquisitions or make use of other strategic opportunities. The value transferred to the Company through issues by virtue of the authorisation, shall be made on market terms and may include a market-based issue discount.

The board of directors, or the person the board appoints, shall have the right to make such minor adjustments to this resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.

In order for a valid resolution, made by the general meeting in accordance with the board of directors’ proposal, the resolution must be supported by shareholders holding no less than two-thirds of both the votes cast as well as of the shares represented at the general meeting.

Item 12: Resolution on adoption of Incentive program 2021/2024:1 by way of (A) issue of warrants to the subsidiary Copperstone Incentive AB and (B) approval of transfer of warrants to management and key personnel in the Company.

The board of directors has the intention to present a proposal to an incentive program aimed for management, which in that case will be based on that warrants initially will be issued, without payment to the subsidiary Copperstone Incentive AB prior to market-based transfers, and otherwise with similar terms as earlier incentive programs for management; the numerical dilution shall not exceed 1 per cent.

The detailed terms of such an incentive program will be made clear of the complete proposal before the meeting, including principles for distribution, assessed cost effects and other effects. Decision is made by at least nine tenths of both the votes cast and the shares represented at the meeting in accordance with Chapter 16 of the Companies Act.

Item 13: Resolution on adoption of Incentive program 2021/2024:2 by way of (A) issue of warrants to the subsidiary Copperstone Incentive AB and (B) approval of transfer of warrants to members of the board of directors.

Shareholders has the intention to present a proposal to an incentive program aimed for the board of directors which primarily intends to be coordinated with an eventual proposal thereafter from the board of directors regarding an incentive program aimed for management. Such a proposal of an incentive program is in that case intended to be issued on market-based terms entailing a dilution of maximum 1.5 per cent.

The detailed terms of such an incentive program will be made clear of the complete proposal before the meeting, including principles for distribution, assessed cost effects and other effects. Decision is made by at least nine tenths of both the votes cast and the shares represented at the meeting in accordance with Chapter 16 of the Companies Act.

In the event that the incentive program pursuant to the item 12 and 13 would be fully implemented, the total numerical dilution together with today expiring warrant program will amount to 5 per cent.

Right to information

The board of directors and the CEO shall, if any shareholder requests it and the board of directors believes that such may take place without significant harm to the Company, provide information at the general meeting on any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position as well as the Company’s relationship to another group company.

Documents

Complete resolution proposals pursuant to the above will be presented on the Company’s website, www.copperstone.se, and be kept available at Copperstone Resources AB (publ) Fasadvägen 43, 981 41 Kiruna, no later than two weeks before the general meeting and be sent to those shareholders who so wishes and state their postal address.

Shares and votes

The Company may issue shares of one class. In total, there are 982,513,554 shares and votes in the Company. After notice and registration of the ongoing directed share issue, the number of shares is estimated to amount to 1,110,768,694. Each share in the Company carries one vote at the general meeting. The Company does not hold any own shares.

_____________________

Kiruna in April 2021
Copperstone Resources AB (publ)
The board of directors

For more information:

Jörgen Olsson, Chairman of the board

Tel: +46 (0) 703 – 420 570

E-mail: Jorgen.olsson@decisio.se or info@copperstone.se

About Copperstone

Copperstone Resources AB is an exploration company that was founded in 2006. In 2019, the Viscaria deposit in Kiruna, Sweden, was acquired and thus the company’s strategy was revised. The goal is to become a modern and responsibly producing mining company through the reopening of the Viscaria mine. The deposit’s high copper grade and geographical location give good conditions to become a key supplier of quality and responsibly produced copper to customers who drive the increasing electrification of society globally. In addition to the Viscaria mine, Copperstone holds a number of other exploitation concessions and exploration permits in Arvidsjaur (Eva, Svartliden, Granliden) and Smedjebacken (Tvistbogruvan), all in Sweden. The company’s shares are traded on the Nasdaq First North Growth Market (ticker COPP B). Augment Partners is the company’s Certified Adviser, info@augment.se, +46 8-604 22 55.

 

 

 

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