AGM 2024 – Retail Votes Needed Before 18 Nov! Key Discussion on Voting Strategy"

Here’s a quick reminder that voting ahead of the AGM on 20 Nov is the best chance we have to impact GBR’s direction. If you’re concerned about dilution, executive incentives, and whether management is truly aligned with shareholder interests, make sure to submit your vote before 10:00 am WST on 18 Nov. This deadline is crucial, as only proxy votes submitted by then will count.

With institutions likely in close contact with the board, they’ll be aware of management’s preferred voting stance. That makes it even more essential for retail shareholders to submit their votes and ensure our voice is heard too.

For reference, I’ve attached a screenshot of my voting choices along with the full text of my rationale. This is just one viewpoint, of course, but I think we can all agree this is a pivotal AGM. The more retail shareholders that participate, the stronger our collective message.

Let’s use this thread to keep each other informed, discuss any concerns, and rally support for our retail votes. Feel free to share your own voting intentions or any thoughts you have as we approach the voting deadline.


Link to post with voting rationale

Resolution 1: Adoption of the Remuneration Report – AGAINST After reviewing the performance rights proposed for Andrew Paterson (AP) and the structure of executive compensation, it's clear that these incentives are poorly aligned with shareholder interests. The targets are set far too low, particularly when the company is exploring some of its best potential gold resources during a time of record-high gold prices. The performance rights are tied to share price milestones that can be easily achieved through share dilution rather than through actual value creation. This does not incentivise management to focus on the most pressing issue for shareholders: creating long-term value without eroding our stakes through capital raises. Voting against this is a necessary message to the board that shareholders will not accept rewards for mediocrity.

Resolution 2: Re-election of Karen O'Neill – AGAINST Karen O’Neill is up for re-election, but her track record on the board, as part of a leadership team that has overseen shareholder dilution and unambitious performance targets, does not inspire confidence. The proposal to grant her options at a low exercise price further raises questions about her alignment with shareholders’ long-term goals. We need directors who will push for better capital management and be more proactive in monetising the company’s assets rather than allowing continuous dilution.

Resolution 3: Approval for Grant of Performance Rights to Managing Director – AGAINST I can’t support this. As discussed earlier, the performance rights for AP are pegged to share price targets ($0.10, $0.20, $0.30) over the next three years. These are far too conservative, especially given the potential of the Side Well project and the current gold market. With dilution continuing, it’s not a stretch to say AP could meet these targets even if there’s minimal progress on operations. AP has failed to hit the original, more ambitious performance rights based on JORC resource targets, and it’s concerning that the board is now lowering the bar instead of raising it. This is not the kind of leadership we need if GBR is to succeed.

Resolution 4: Ratification of prior issue of Shares to Mining + Heritage Legal – FOR Although I’m generally against more share issuances, this particular issuance is relatively small, and the services provided are necessary for GBR’s operations. However, it’s critical that we avoid making this the norm. Moving forward, I’d like to see more creative, non-dilutive financing options being explored.

Resolution 5: Approval of Additional Placement Facility – AGAINST This one’s a hard no for me. We’ve already seen enough dilution over the past year, with shares being issued to fund exploration and even to pay for services. While capital raises can be necessary, this continuous cycle of issuing shares is eroding our value. If GBR needs more capital, it should look into alternatives like joint ventures, asset sales, or debt financing. We can’t keep diluting shareholder value just to keep operations going.

Resolutions 6-8: Approval for Grant of Options to Directors – AGAINST Granting directors more options, especially at lower exercise prices, is a blatant misalignment with shareholder interests. We’ve already seen two directors allow their previous options to lapse, only for the board to offer new options at a lower price of $0.069, which feels like they’re being rewarded for failure. If the directors believe in the long-term potential of GBR, they should be buying shares on the open market like the rest of us. This feels like another example of management looking after themselves rather than pushing for the long-term success of the company.

Resolution 9: Approval of issue of Shares to Mining + Heritage Legal – FOR Like Resolution 4, this issuance isn’t large enough to raise significant concerns for me, though I still maintain my stance that further dilution must be avoided wherever possible. GBR needs to start finding ways to capitalise on its assets without continually issuing new shares.

In summary, GBR’s board and management need to realign their focus. Instead of continually diluting shareholders’ value and setting easily achievable targets for themselves, they should be leveraging the current high gold prices to monetise assets and deliver real returns. Exploration is important, but there comes a point where shareholders need to see tangible value, not just potential. I’m voting against most of the resolutions to send a clear message that the board needs to start acting in the best interests of the people who actually own this company – the shareholders.