Resolutions from Annual General Meeting 18 May 2022
Stockholm 18 May 2022
PRESS RELEASE
Copperstone Resources
AB (publ)
(”Copperstone”
or the
“Company”)
has today
18 May
2022 at
13.00
held an annual general meeting
at the offices of Hannes
Snellman
Attorneys,
Hamngatan 15,
SE-111 47 Stockholm.
Resolutions
The resolutions made at the meeting are presented below. The
resolutions were adopted unanimously.
Annual report and profit and loss
statement
The annual general meeting adopted the profit
and loss statement and the balance sheet as well as the
consolidated profit and loss statement and the consolidated balance
sheet and resolved, in accordance with the board of directors’
proposal, to carry the accumulated loss forward in new account. No
dividends will be paid.
Discharge from liability
The members of the board of directors and the
CEO were discharged from liability for the administration of the
Company by the annual general meeting for the financial year
2021.
Remuneration to the board and the
auditor
The annual general meeting resolved that
remuneration shall be paid with SEK 200,000 to each of the members
of the board (who does not have an employment in the Company) and
with SEK 250,000 to the deputy chairman of the board, a total
amount of SEK 1,050,000. The annual general meeting further
resolved that the executive chairman of the board shall receive SEK
150,000 monthly plus car benefit consisting of a customary company
car. Remuneration to the auditor shall be paid in accordance with
approved invoice.
Election of the board
of directors and auditor
The annual general meeting resolved that the
board of directors shall consist of seven (7) board members, the
chairman of the board included.
It was resolved to re-elect Michael Mattsson,
Sven-Erik Bucht, Jane Lundgren Ericsson, Markus Petäjäniemi (also
deputy chairman) and Lars Seiz as members of the board of
directors, and to re-elect Jörgen Olsson as executive chairman of
the board. It was resolved to elect Ing-Marie Andersson Drugge as a
new member of the board of directors. Greg Hall declined
re-election.
It was further resolved to re-elect
PricewaterhouseCoopers AB, with Martin Johansson as auditor in
charge, as auditor of the Company.
Authorisation to the board of directors
to issue new shares, warrants and/or convertible
instruments
The annual general meeting resolved 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 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 resolution was made in
accordance with the board of director’s proposal.
Incentive program to management
and key personnel in the Company
The annual general meeting resolved to adopt an
incentive program to management and key personnel in the Company
through (i) a directed issue of a maximum of 12,000,000 warrants to
the wholly owned subsidiary Copperstone Incentive AB (the
“Subsidiary”), and (ii) approval of transfer of
warrants from the Subsidiary to selected management and key
personnel in the Company. The resolution was made in accordance
with the board’s proposal.
The reason for that the issue is proposed to
deviate from the shareholders’ preferential rights is therefor to
create incentives for management and key personnel to always strive
for a positive development of the Company since these possess
management roles or key roles in the Company and thereby
constitutes an important part of the Company’s continued
operations.
Each warrant shall entitle to subscribe for one
(1) share in the Company to a subscription price per share
corresponding to the volume-weighted average price for the share on
Nasdaq First North Growth Market’s official stock price list during
a period of ten (10) trading day ending the day before the
Company’s general meeting on 18 May 2022, multiplicated with 1.5.
Subscription of shares by exercising the warrants shall, in
accordance with the terms and conditions for the warrants, be
possible to carry out up until and including 18 December 2025. The
warrants are issued without consideration.
The annual general meeting further resolved to
approve that the Subsidiary transfer no more than 12,000,000
warrants to management or key personnel (or by them wholly owned
companies) in the Company.
The warrants shall be transferred on
market-based terms to a price determined on the basis of the
calculated market value for the warrants at the time for transfer,
by an application of Black & Scholes valuation model (options
premium). The calculation of the option premium to management shall
be made or controlled by an independent valuation expert or shall
be made on the basis of the expert’s valuation.
Based on the current number of shares in the
Company, the dilution as a consequence of the resolved incentive
program, with the assumption that all warrants will be exercised
for subscription of shares, will not exceed 1 per cent of the
shares and votes in the Company (not included the dilution which
may arise as a result of the resolved incentive program for the
board of directors and the Company’s current incentive programs).
In the event that all of the warrants are exercised for
subscription of shares, the Company’s registered share capital will
be increased with SEK 1,200,000.
Incentive program to
members of the board of directors in the
Company
The annual general meeting resolved to adopt an
incentive program to members of the board of directors in the
Company through (i) a directed issue of a maximum of 15,000,000
warrants to the wholly owned subsidiary Copperstone Incentive AB
(the “Subsidiary”), and (ii) approval of transfer
of warrants from the Subsidiary to members of the board of
directors in the Company. The resolution was made in accordance
with the nomination committee’s proposal.
The reason for that the issue is proposed to
deviate from the shareholders’ preferential rights is therefor to
create incentives for members of the board of directors to always
strive for a positive development of the Company since these
possess key roles in the Company and thereby constitutes an
important part of the Company’s continued operations.
Each warrant shall entitle to subscribe for one
(1) share in the Company to a subscription price per share
corresponding to the volume-weighted average price for the share on
Nasdaq First North Growth Market’s official stock price list during
a period of ten (10) trading day ending the day before the
Company’s general meeting on 18 May 2022, multiplicated with 1.5.
Subscription of shares by exercising the warrants shall, in
accordance with the terms and conditions for the warrants, be
possible to carry out up until and including 18 December 2025. The
warrants are issued without consideration.
The annual general meeting further resolved to
approve that the Subsidiary shall transfer no more than 15,000,000
warrants to members of the board of directors (or by them wholly
owned companies) in the Company.
The warrants shall be transferred on
market-based terms to a price determined on the basis of the
calculated market value for the warrants at the time for transfer,
by an application of Black & Scholes valuation model (options
premium). The calculation of the option premium to members of the
board of directors shall be made or controlled by an independent
valuation expert or shall be made on the basis of the expert’s
valuation.
Based on the current number of shares in the
Company, the dilution as a consequence of the resolved incentive
program, with the assumption that all warrants will be exercised
for subscription of shares, will not exceed 1.5 per cent of the
shares and votes in the Company (not included the dilution which
may arise as a result of the resolved incentive program for
management and key personnel and the Company’s current incentive
programs). In the event that all of the warrants are exercised for
subscription of shares, the Company’s registered share capital will
be increased with SEK 1,500,000.
Instruction for and appointment of the
nomination committee
The annual general meeting resolved to adopt
guidelines and instructions for the appointment of a nomination
committee in accordance with the nomination committee’s proposal.
In this respect, it was resolved that the members of the nomination
committee are appointed by way of the chairman of the board of
directors contacting the three largest shareholders in the Company
as of 1 September each year and ask them to nominate one
representative each in order to, together with the chairman of the
board, constitute the nomination committee.
The resolutions from the annual general meeting
were adopted unanimously.
For more information, please contact Chairman of the board of
directors, Jörgen Olsson, +46 (0) 703 420 570,
Jorgen.olsson@deciso.se, info@copperstone.se or visit
Copperstone’s website at www.copperstone.se
The information was provided by the above contact person for
publication on May 18, 2022 at. 16.00 CEST.
ABOUT COPPERSTONE
Copperstone Resources AB is a company now
scaling up to become a modern and responsibly producing mining
company through the reopening of the Viscaria mine in Kiruna,
Sweden. The deposit’s high copper grade assessed mineral resources,
geographical location and growing team of experts provides good
opportunities to become a key supplier of quality and responsibly
produced copper – a metal that plays a critical role in Sweden’s
and Europe’s climate change towards an electrified society. 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.
- Pressmeddelande stämmokommuniké (EN) 2022-05-18
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