Australian heavy rare earths focused company Northern Minerals (ASX: NTU) is holding its 2023 AGM in Perth today.
Below is an edited version of Executive Chairman Adam Handley’s address to shareholders:
“Today’s deferred 2023 Annual General Meeting is an important event for Northern Minerals. Determination of the resolutions that will be put to shareholders today will allow the Company to move forward from the corporate issues that have diverted some of the Board’s and the Company’s time and resources over the past several months.
As relevant and necessary as those issues were, they have caused a distraction which the Board determined it is important that we move on from so we can focus on the important business of advancing our globally significant Browns Range heavy rare earths project and delivering value for all our shareholders.
I don’t propose to take you through a plotted history of why we are only meeting today to sign off on the 2022-23 financial year.
But it is worth reminding you of a few of our significant highlights during the reporting period including that the year in review was the year the Company signed a long-term supply agreement with Iluka Resources to send our xenotime concentrate from our Browns Range operation to Iluka’s under-construction rare earths refinery at Eneabba here in Western Australia.
Your Board remains fully committed to executing on our clearly articulated strategy to become a key player in the establishment of a significant Australian-based rare earths supply chain. That includes the supply agreement with Iluka.
I acknowledge and respect that there has been unrest among some sections of Northern Minerals’ shareholder base, for myriad reasons including frustration at the pace of development of Browns Range as well as some differences of opinion.
One of outcomes of this unrest has been the nomination by several Shareholders of their own nominee to the Board of Northern Minerals. Those resolutions will be put to the meeting today.
As a Board, we will continuously assess the overall skills matrix required to drive the Company forward at Board level. We have begun a process of considering what further skills and characteristics might complement the current Board to help us drive positive outcomes for all shareholders.
As you will see shortly from the proxies received in relation to the resolutions today, Shareholders have made their votes count – in fact, approximately 73% of shares on issue have already been voted on today’s resolutions.
We respect the outcome of the voting and will use the results to guide us with future engagement with our shareholder.
I don’t want to gloss over the fact that a number of Shareholders have not endorsed the Board’s view with regards to the entirety of the Board’s composition. I respect the diversity of their views and also welcome the high levels of engagement by our Shareholders.
As a Board, we are committed to listening to all Shareholders and respecting their opinions. We are also committed to moving forward in earnest to focus on Browns Range and you will hear from Shane Hartwig today about significant progress made in that regard during the relevant period.
I am committed to leading a united Board that is aligned with our Shareholders and unwavering in our commitment to focus on Browns Range.
One of my priorities following today’s meeting is to meet with as many Shareholders as I can to ensure that we continue to build the alignment necessary to move Browns Range, and the Company, forward.
No doubt you will have read in the media earlier this week that the Federal Treasurer made an order that a certain number of Northern Minerals shareholders must divest some of their Northern Minerals shares within a certain timeframe. In total, the shares that have to be divested amount to 10.4% of Northern Minerals’ issued capital.”
The order made by the Treasurer followed a referral last October by the Northern Minerals Board to the Foreign Investment Review Board about share trading activity in our stock, which we were unable to fully understand.
I’d like to emphasise that this did not relate to foreign ownership of the Company’s shares – it related to the queries which we were unable to answer in relation to transparency of share ownership.
One of the Board’s roles is to ensure the Company adheres to high levels of good governance including compliance with the laws and regulations relating to Australian companies and companies listed on the ASX. We take these duties seriously. That includes necessary transparency with regard to the ownership of shares of the Company.
Following FIRB’s review of our referral, Monday’s divestiture order by the Federal Treasurer was the outcome. Northern Minerals was not – nor should it have been – involved in determining – nor consulted on – the outcome.
Our duty was to raise these reasonable questions we were unable to answer ourselves with the relevant authority. From our perspective, the Board is satisfied that the FIRB process is now complete.
I also want to touch on the Company’s confirmation on Tuesday that we were the subject of a cyber security breach.
As we told the ASX, the hackers illegally gained access to Northern Minerals’ digital infrastructure and exfiltrated operational and financial information as well as data pertaining to current and former employees.
As soon as Northern Minerals was made aware of the hack, we notified the relevant authorities, supported those whose data had been breached and engaged cyber security experts to deal with the hack and strengthen the protection around our systems.
As it typical with cyber security attacks on corporations like Northern Minerals, the hackers demanded a ransom from us. Northern Minerals – out of principle – refused to engage with the hackers on a ransom.
The fact we disclosed the cyber security breach a day after the Treasurer’s divestiture order was announced is a coincidence. There are no suggestions, contrary to some media speculation, that the two events are linked in any way.
As we move towards completion of the DFS and a Final Invest Decision, I can assure Shareholders that we have a committed and dedicated team at Northern Minerals who are all now driven to seek to deliver the positive outcomes we want for all our Shareholders – I am proud of the team we have here at Northern Minerals.
We believe Northern Minerals is uniquely placed to become a significant supplier of ethically sourced, heavy rare earths to underpin a rare earths supply chain in Australia and beyond.”
