URU Metals Limited
Notice of AGM
14 December 2018
URU Metals Limited
(“URU” or “the Company”)
Notice of Annual General Meeting
Posting of Circular
The Board of URU advises that the Company has despatched to shareholders and holders of Depositary Interests a circular, including a notice of Annual General Meeting (“AGM”), along with the associated form of proxy and form of instruction. The AGM is scheduled to be held at Goodmans LLP, 34th floor, Bay Adelaide Centre – West Tower, 333 Bay St #3400, Toronto, ON M5H 2S7, Canada at 10:00 a.m. Eastern Standard Time / 3:00 p.m. GMT on 7 January 2019. The circular is available on the Company’s website: /
Resolutions to be considered include, inter alia, the re-election of certain Board members of the Company and changes to the Memorandum and Articles of Association of the Company. These changes are primarily being introduced to implement some additional protections for shareholders that were recommended following an internal review by the Company of its corporate governance practices earlier in the year. However, the Board is proposing to retain flexibility on further issues of new shares. The principal changes are:
| a) | new Articles 11 to 16 provide that there will be pre-emption right provisions in relation to any issue of shares in the capital of the Company for cash in excess of 500 per cent. of issued shares in any 12 month period; |
| b) | Articles 47 to 51 now incorporate the provisions of the Disclosure and Transparency Rules regarding notification of interests in shares into the Articles; |
| c) | new Article 74 inserts in the New Articles power for shareholders to requisition a shareholder vote; |
| d) | new Article 77 inserts in the New Articles an obligation to hold an annual general meeting of the Company’s shareholders during each calendar year (and also other changes to align the notice periods with UK norms); and |
| e) | new Articles 101 and 102 inserts in the New Articles that directors will stand for re-election every three years and in the year of their respective appointments. |
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
For further information, please contact:
| URU Metals Limited John Zorbas (Chief Executive Officer) | +1 416 504 3978 |
| SP Angel Corporate Finance LLP (Nominated Adviser and Broker) Ewan Leggat | + 44 (0) 203 470 0470 |
| SVS Securities Plc (Joint Broker) Tom Curran | +44 (0) 203 700 0093 |
