RE:RE:DNT SPECIAL MEETING OF SHAREHOLDERSWhat is going on????
Recommendation of the Board
The Board has determined that the Private Placement Resolution is in the best interests of the Company and
unanimously recommends that the Disinterested Shareholders vote in favour of approving the Control
Person Resolution on the following basis:
• the Board anticipates that Fortescue increasing its shareholding from 19.4% to 25.4% will have a minor
practical effect on the control Fortescue is able to exert on the Company. Currently Fortescue has one
nominee on the Board, which was reconstituted as announced in the Company’s press release dated
December 6, 2022;
• the Private Placement with Fortescue, the Company’s largest shareholder, demonstrates their ongoing
support while allowing the Company to settle the outstanding debt owing under the Fortescue Loan and
further develop the Caariaco copper project while providing required working capital;
• the Private Placement will result in minimal dilution to existing shareholders when compared to other
equity financings that are in most instances conducted at a discount to market with the inclusion of a
warrant;
• the Private Placement is being conducted at a premium of 26% to the five-day volume weighted average
price of the Company’s shares ending the trading day before the subscription agreement in respect of
the Private Placement was executed; and
• the accrued interest on the Fortescue Loan will be waived in connection with the Private Placement if completed.