Ann: Notice of Meeting, page-7

ASEANS statement:


Explanatory Statement
ASEAN Deep Value Fund (ASEAN) the largest single shareholder (approx. 17%) of Aura Energy Limited (Company or Aura) has issued a notice under s.249D of the Corporations Act to seek to make a selection of Board changes.
We have taken action to seek to materially improve the alignment of the interests of shareholders with those of the Board. Our action has been taken having identified the following key issues/concerns:
a) Compensation to certain Board members which is considered by ASEAN to be excessive, not in the best interests of the majority of stakeholders and which ASEAN feels is not justified in the circumstances of the Company.
By way of example, based on public disclosures, the Company’s Managing Director/Chairman received overall remuneration (including the value of share-based payments) of in excess of $800,000 for FY2019. We also note that at the 2019 AGM, the vote on the Company’s Remuneration Report was overwhelming rejected, which is indicative of the sentiment of nonassociated shareholders in respect of current compensation arrangements. We also consider there to be governance issues associated with the Managing Director also holding the Chairmanship.
b) The Board continuing to use, what we consider to be, ‘last resort’ financing which is excessively dilutive and creates downward pressure on the Company’s share price. Further, to ASEAN’s knowledge, the Company failed to adequately disclose that the conversion price of the Lind Global facility was subject to downwards rounding provisions, which resulted in recent share issues in December 2019 being made at a discount of more than 30% to the 5-day VWAP (rather than 10% as disclosed). In addition, changes to the terms of the facility announced on the morning of the Company’s 2019 AGM, included change in control terms which appear to protect the positions of the incumbent Board which, in our view, create a potential conflict with the rights of shareholders to elect Board members.
Related to this, ASEAN understands that an investor known to it has recently made an alternative funding proposal for a replacement facility which it does not believe has been given due consideration by the Board, particularly where a further deep discount (approx. 36%) non-strategic equity raising has been completed in January 2020. While ASEAN is not in a position to fully compare the existing and proposed financing options, it understands the revised proposal had the potential remove the overhang created by the current funding facility and provide for conversion at no discount to VWAP in 24 months. In any case, we believe the recent financing arrangements are indicative of insufficient effort having been made to develop relationships with strategic funders or large shareholders who can provide more favourable long-term solutions.


ASEAN has sought to raise it concerns in discussion with the Board however does not feel its views have been seriously taken into consideration. We are therefore putting forward resolutions to appoint David Roes, David O’Neil and Raymond Gin.
David Roes has been active in the financial industry for more than 25 years with experience in commercial banking, strategic planning and portfolio advisory services.
David O’Neil has been working in the finance industry for over 20 years, with extensive experience in corporate finance, investment analysis and investing in the Asian region.
Raymond Gin is a retired fund manager with 20 years of Asian experience. He oversaw US$3bn of assets in Indonesia, with considerable experience in assessing mining companies.
We believe that the changes required are overdue and necessary to create the positive outcome required for stakeholders. As the largest shareholder in Aura, driven by the continued fall in the market cap and discount to other peer group pre-production Uranium mine developers, we have taken this step to create a framework from which the key deficiencies can be corrected. The results of the recent AGM and EGM are a testament to what shareholders feel regarding the Board’s recent decision making.
The key deficiencies that ASEAN believes the proposed changes to the Board can rectify, assuming all public information to date is true and correct are:
a) Alignment of Director remuneration with the circumstances of the Company, providing a structure which will enable the Company to sustain operations on a low cash -flow burn if related commodity markets continue to be unfriendly.
b) The ability to source, and properly assess, proposals from strategic investors/financiers with the potential to: (i) replace existing financing arrangement will more favourable/less dilutive alternatives; and (ii) open new avenues for strategic finance to seek to move Tiris into production.
c) Splitting the Chairmanship from the Managing Director to improve the governance of the Board and removal of potential conflicts of interest.
d) We are also hopeful that a change in Board and governance practices will assist in addressing disputes/discontent of other shareholders which have, in our view, caused significant recent distraction.
As the largest shareholder, we are willing to continue to support the Company if the issues we consider exist today are rectified. We are not prepared to continue to support or endorse the existing Board mix as it stands today.


Ultimately, by shareholders voting in favour of the resolutions ASEAN are putting forward, we are hopeful that over the next 12 months the reconstituted Board will be able to:
a) Control dilution and achieve financing arrangements which are at higher prices than recent issues and involve long-term minded/strategic investors.
b) Implement cost control in-line with a micro-cap Company and aligned to shareholder interests with benefits dictated by performance and the creation of shareholder value.
c) Replace the existing financing facility which we believe is having a material negative affect on investor confidence.
d) Assuming a sustained recovery in the Uranium market, a focus on securing the equity requirements to advance Tiris towards production.
We invite shareholders to vote their shares to create positive change and join us in creating a successful future for Aura.

Now when I read this, and the narrative the coy have spun. I only see a replacement note as our saviour.

Lind, and managements persistence to use them repeatedly, have absolutely destroyed the SP and continue to do so.

We simply have to vote for change.

IF Asean wanted the coy and to take it over, wouldn’t they just let Lind destroy the SP and buy more shares cheaper? Instead they keep proving up the SP and continually buy at 0.4c and 0.5c

Sure, ASEAN will be rewarded if we survive. But as things stand right now. And with Lind proven to be detrimental to the SP and management seemingly unable to meet any deadlines (SS, ECT Claim update, etc etc)

We need change. I don’t see a realistic alternative IMO