The information included in this section is disclosed pursuant to AIM Rule 26 of the AIM Rules for Companies and was last updated on April 6, 2017.
Board Responsibilities and Committees
Country of Incorporation:
As the Company is incorporated under the OBCA, the rights of shareholders will be governed by the laws of Ontario, applicable Canadian securities laws, and the Company’s articles and by-laws. The rights of shareholders under the OBCA differ in certain respects from the rights of shareholders of companies incorporated in the UK. The risks faced by shareholders by holding shares in a Canadian company include (but are not limited to):
(a) There are no provisions in the OBCA equivalent to section 561 of the UK Companies Act 2008, which (subject to certain exceptions), confer pre-emption rights on existing shareholders in connection with the allotment of shares for cash and the articles of the company do include such pre-emption rights;
(b) The Company is not subject to the City Code and accordingly holders of Common Shares will not be afforded protections under the City Code. However the Company is subject to the applicable Canadian securities law, which include a code governing the conduct of takeover bids (see section 7 (Takeovers) below for more details); and
(c) Applicable Canadian securities law does require a holder of Common Shares to issue a press release and file an Early Warning Report if that person acquires beneficial ownership of, or the power to exercise control or direction over, 10% (5% in certain circumstances) or more of the outstanding Common Shares (and in certain increments thereafter). Subject to certain exemptions, no party may offer to acquire, when taken together with shares held by such party and any party with which such party is acting jointly or in concert, more that 20% of the Common Shares without making a formal take-over bid for the Company. There is a risk that certain exemptions might, in limited circumstances, permit a party or parties could obtain a majority stake in the Company without the other shareholders first knowing the identity of the acquirer or having had an opportunity to receive an offer for their Common Shares. In addition these rules do not apply to issuances of new Common Shares. In either of these scenarios, holders of Common Shares may be left as minority shareholders in a majority owned Company.
It should be noted that under the OBCA, the provisions of the by-laws are not legally binding on the shareholders of the Company nor are there otherwise any statutory obligations on shareholders to disclose to the Company the level of their interests in Common Shares, other than under certain securities legislation in Canada. When acquiring shares in the Company, shareholders are entitled under Canadian securities laws, to categorise themselves as “objecting” (“Obos”) or “non-objecting” (“Nobos”). By registering as such, which they usually do through the entity through which they acquired their shares, Obos are noting that they object to their interest and their details being disclosed to the Company, up to 10% at which level Canadian securities law makes disclosure mandatory; Nobos on the other hand are noting the fact that they do not object to their shareholdings and their details being disclosed to the Company. Rule 17 of the AIM Rules for Companies requires, inter alia, that a Company announce once it is aware that a shareholder is holding is 3% or more, and of changes thereto (movements through a percentage point or more).
On June 23, 2015 an amendment of the by-laws was approved by shareholders to include provisions requiring shareholders holding 3% or more of the voting rights in the Company to notify the Company thereof and of subsequent changes thereto which reach, exceed or fall below a 1% threshold, so long as the Common Shares are admitted to trading on AIM. To the extent shareholders do not comply with the by-law the Company will not necessarily be aware of interests below this figure, and the Company will be unable to announce these shareholdings in accordance with the requirements of rule 17 of the AIM Rules for Companies.
Country of Operation:
Current constitutional documents:
Certificate of Incorporation
Articles of Amendment to Incorporation 1
Articles of Amendment to Incorporation 2
Bylaw No. 1A
Bylaw No. 1C
Bylaw No. 1D
The Company’s Common Shares are also listed and posted for trading on the Toronto Stock Exchange.
AIM Securities in Issue
Securities not in public hands:
3.0% held by management and directors
This section was last updated April 6, 2017
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|Rosseau Asset Management Ltd.
|Sun Valley Gold LLC
|Front Street Capital
This section was last updated on April 6, 2017.
Restrictions on transfer of the Securities:
There are no restrictions on the transfer of Common Shares.
Canadian Regulatory Filings
Circulars and Notices to Shareholders
Corporate Governance Code
Takeover Code: As the Company is incorporated under the Ontario Business Corporation Act 1990 (“OBCA”) in Canada, Dalradian is not subject to the UK City Code on Takeovers and Mergers (“City Code”) and accordingly holders of Common Shares will not be afforded protections under the City Code. However the Company is subject to the applicable Canadian securities law, which include a code governing the conduct of takeover bids. The Company exists under the OBCA and the Company is also obliged to comply with the Securities Laws of the provinces (being, the provinces of Canada in which the Company is a “reporting issuer”, namely British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland (the “Provinces”) and the rules and regulations outlined in the TSX Company Manual and also with specific obligations arising from other applicable laws that relate to its activities.
Competent Person's Report
Grant Thornton UK LLP
Canaccord Genuity Limited
Canadian Solicitors to the Company:
Suite 2100, Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
Computershare Investor Services PLC
120 London Wall
Phone +44 (0) 870 703 0300
UK Solicitors to the Company:
Field Fisher Waterhouse LLP
2 Swan Lane