Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

MEC RESOURCES LIMITED Board/Management Information 2017

Mar 8, 2017

65353_rns_2017-03-08_0f87b02c-81f9-4496-89af-2a7ca106a34e.pdf

Board/Management Information

Open in viewer

Opens in your device viewer

==> picture [117 x 50] intentionally omitted <==

9 March 2017

Australian Securities Exchange 10TH Floor, 20 Bridge Street SYDNEY NSW 2000

via e-lodgement

Dear Sir/Madam

EXTRAORDINARY GENERAL MEETING CHAIRMAN’S ADDRESS AND PRESENTATION

MEC Resources Ltd (ACN 113 900 020) ( Company ) (ASX: MMR) is pleased to provide a copy of the Chairman’s address and presentation made at the Extraordinary General Meeting today the 9[TH] March, 2017.

A copy of the Chairman’s address is attached.

Final results of the EGM will be announced following the meeting.

Yours faithfully

==> picture [105 x 49] intentionally omitted <==

Mr Goh Hock Chairman

==> picture [135 x 119] intentionally omitted <==

MEC Resources Ltd

ACN 113 900 020 PO Box 882 West Perth WA 6872 | 1\100 Havelock Street West Perth WA 6006 T: +61 8 9245 6187 F: +61 6160 5901 [email protected] www.mecresources.com.au

Ladies and gentlemen,

Welcome to the second Extraordinary General Meeting in MEC's history. My name is Hock Goh and I am the Chairman of MEC Resources.

At the outset, I would like to note that, given the sensitive nature of the circumstances leading up to the holding of this meeting, and the matters to be considered at it, this meeting will be recorded.

Most of us were here on Feb 16[th] for an EGM called by the requisitioning shareholders Mr David Breeze and two companies associated with him - Grandbridge Limited ( GBA ) and Trandcorp Pty Ltd ( Trandcorp ). That meeting considered resolutions to appoint three new directors, who had been nominated by Mr Breeze and the other requisitioning shareholders. The resolutions failed to pass and we once again thank all of your shareholders for their support at that meeting.

Today’s EGM is to consider further resolutions, again proposed by Mr Breeze and the other requisitioning shareholders, to remove the current four directors. This has been outlined in the agenda you have received prior to this meeting. In the event these resolutions are passed your Company would then have less than the minimum number of directors permitted by the Corporations Act.

Shareholders will have seen the Company’s announcement of yesterday in relation to the receipt of a notice from GBA purporting to withdraw the request to convene this meeting. However, the Company has not been provided with any evidence that GBA is able to give such a notice on behalf of Mr Breeze or Trandcorp, being the other requisitioning shareholders. In any event, the Company’s constitution does not permit the directors to cancel a general meeting which has been convened at the request of members.

Before I start the meeting and go to the agenda, I understand that a few shareholders have requested further explanation as to the reasons for Mr Breeze’s removal as MD. At present, I have been advised by legal advisers not to discuss this as the circumstances of Mr Breeze’s removal as MD may arise as an issue in the proceedings which the Company has brought against Mr Breeze and Trandcorp Pty Ltd to amongst other things recover the Company’s information and property, and I (and other Directors separately) personally have defamation suits filed against Mr Breeze in the WA Supreme Court. I have since sent out a Q&A of your concerns which I hope has answered your questions.

Shareholders may be interested to know why the current four directors are of the unanimous view that they should stay on the board. It is because all of the Directors feel that this Company can be run better than it was during Mr Breeze’s tenure as MD, and they have taken the challenge to oversee this while looking to increase the Company’s value for shareholders. It should be noted that the Company had accrued the fees for the current directors for the last three years up until the end of November 2016, and since then the current director fees have been reduced to a nominal $1. We consider we should remain as directors not because we are looking to receive large amounts of

directors’ fees but because we believe it is our duty to you as shareholders, and more broadly to the employees of MEC many of whom have dedicated a large part of their working life to MEC. You all deserve a brighter tomorrow.

The main role of the Board is to support the executive team, formulate the right strategies and appoint the right executive team to manage the company. It is the Board’s responsibility to ensure that it has the right people at the helm of your Company. Further the Board must also ensure that good corporate governance and transparency together with safe and sustainable practices are driven in the company culture.

This Board exercised its rights to terminate Mr Breeze as MD last November in a decision that the Board considered at the time, and still considers, was in the best interests of your Company and its shareholders. It is now our job to lead the Company to a brighter future. We believe removing the current Board is not in the interest of shareholders. If the current Board were to be removed this would result in the loss of years of knowledge and a group of people who are not working for anyone other than the shareholders. Our number one priority is to increase the Company’s value to shareholders through furthering the development of the assets of the Company.

One of the requisitioning shareholders Mr Breeze is working hard to remove this Board for reasons that appear to be personal rather than what is in the best interest of the Company. Our concern is that he would seek to fill the board with board members who would reinstall him as MD placing the Company once again in a position where it does not move forward rather than supporting real exploration.

The majority of shareholders voted against the resolutions at the last EGM - we believe you did the right thing and we thank you for your support. Years of Mr Breeze as MD saw a drop of MEC share price by 50 times and no further exploration works undertaken since 2012.

In contrast, since the removal of Mr Breeze as MD, the Board has supported Advent Energy in engaging Mr Matthew Battrick to review the assets and start fund raising and finding investment partners. Work is in progress. Extension of the EP386 permit has just been received and Advent Energy has engaged a consultant, Geoteknic, to start working on a plan to prove up this asset. Geoteknic is an Australian reservoir engineering and technical analysis company, specializing in well test design and field well testing services. We hope the data from these proposed well interventions can provide new support for the commercial potential of the discovered hydrocarbon accumulations, and that a field development plan can be developed upon positive results.

Advent Energy has also engaged Minev Services to support achieving (in the first instance) the 2D seismic work commitment in PEP11. We are also very enthusiastic in supporting an expedited 3D seismic survey to ensure the key targets in PEP11 are sufficiently de-risked to be ‘drill-ready’ at the earliest opportunity.

The challenges we face as a Board is the lack of cash remaining to support the exploration works, and the need to recruit a new executive team. As you know the last public disclosed cash at hand as in the Half Year report was about $440k.

The Company has incurred significant expense in convening, preparing for and holding the extraordinary general meeting held on 16 February 2017 and this meeting. .

This Board will do its best to improve our funding position and bring in a senior operating team. A team of professionals and who can make the difference. This Board is committed, and we will create a new beginning for your Company and its shareholders!

Now let me take you to the agenda of this EGM.

Resolution 1 is to consider the removal of Mr Hock Goh.

Resolution 2 is to consider the removal of Mr K O Yap.

Resolution 3 is to consider the removal of Ms Deborah Ambrosini.

Resolution 4 is to consider the removal of Mr Heng Yu.

Before you make your vote, let me introduce the current four directors;

  1. Myself as Chair

  2. KO Yap, who runs his asset management company and an ex investment banker

  3. Deborah Ambrosini, a long time CFO and Exec Dir of MEC

  4. Heng Yu, a highly experienced geologist who worked for MEC from 2008 to 2012, and joined the board in November 2016.

Information pertaining to the skills, experience and contribution to the Company’s development for each of the directors was provided in the Notice of Meeting dated 25 January 2017.

As with the previous EGM, given the sensitive nature of the resolutions shareholders are to vote upon, I am calling for these to each be voted upon by way of a poll. Before I hand over to Advanced Share Registry to conduct the poll, I open the floor to the meeting to speak in relation to the resolutions. Before speaking, please state your name and, if you are a proxy or corporate representative for a shareholder, please state the shareholder who you are representing. Given the limited time available for this meeting, I request also that comments are kept to matters which are directly relevant to the resolutions to be considered.

Results of Voting as of 3pm Tuesday 7 March, 2017
Resolution
Total #
Holders
with
Valid
Vote
Number
Holders
Voting
FOR
Total Votes
FOR
Number
Holders
voting
AGAINST
Total Votes
AGAINST
# Holders
ABSTAINED
Total Votes
ABSTAINED
Total
number of
holdings
open to
proxies
Open & Usable at
direction of
CHAIR
Open &
Usable at
direction of
OTHERS
Total Valid
Votes received
Removal
ofMr Goh
Hock as a
Director
376
35
9,416,255
11.85%
313
63,262,570
79.60%
1
1,055
28
4,746,725
5.97%
2,053,857
2.58%
79,479,407
Removal
ofMr K O
Yapas a
Director
376
36
9,426,255
11.86%
312
63,252,570
79.59%
1
1,055
28
4,746,725
5.97%
2,053,857
2.58%
79,479,407
Removal
of Ms
Deborah
Ambrosini
as a
Director
374
31
8,012,351
10.09%
314
64,579,474
81.30%
3
38,055
29
4,796,725
6.03%
2,053,857
2.58%
79,442,407
Removal
ofMr
Heng Yu
as a
Director
375
36
9,423,576
11.86%
311
63,205,249
79.57%
2
51,055
28
4,746,725
5.97%
2,053,857
2.58%
79,429,407