Hi All, please don't expect others can ask questions on your behalf. In fact, they tend to cherry pick questions or ignore many shareholders from past experience. Please be active and send through your questions. I have here attempted to provide ideas for others, as many may not have the dates, times, and information at their disposal to conduct a letter in limited timeframe.
Please use what you like from my questions; I wouldn't suggest sending them all, but select topics that are of concern to you.
The next paragraph outlines who you send these questions and how;
**Questions for the 2024AGM**
We can accept questions up until COB on 15 October.
Instructions on how to submit questions wereincluded in the Notice of Annual General MeetingInformation issued on 16 September 2024.
Shareholder Questions
Shareholders are encouraged to submit theirquestions to the Board that relate to the resolutions being considered. Thesequestions will be responded to by the Board during the meeting if appropriate.Questions should be submitted to [email protected] and include their shareholdingname, address and HIN/SRN.
These questions all relate to how ARU suggest that shareholder value is aligned with the remuneration of the executives and their excessive share bonuses (remuneration) on reaching milestones.
1. The company has consistently introduced institutional investors who do not seem to represent retail interests, which appears to contribute to a low share price. How can you claim these incoming institutions are in the “best interests” of existing shareholders,especially after five attempts where Leigh Birch and others did not receive thefull amounts requested, with two instances of no offers at all due to “lost details”?
2. The timeline delays sugges tthat Darryl Cuzzubbo improved his stake in the company when the share price was lower, from 34c in July 2023 to what was provided at 20c per share. How does this reflect a commitment to shareholder value? Also, given these are provided at no cost, or with no increase in SP? How does this remuneration reflect shareholder value?
3. I noticed Canaccord sponsored the NOOSA mining conference!! It’s shocking that ARU individuals are benefiting from such soft dollar arrangements—it's frankly disgusting. I raised this issue with the board, but they did not respond. I asked why, after Canaccord returned60 million shares to short sellers during the capital raise in December 2023,they allowed another 60 million shares to be returned to short sellers in August2024. I shared this information with Darryl Cuzzubbo back in February 2024, andI can’t believe he proceeded with the same actions. Interestingly, after the second capital raise, Canaccord downgraded ARU right after facilitating that second opportunity for short sellers. Who else in ARU received soft dollar benefits from Canaccord outside of Darryl Cuzzubbo?
4. With over 180% offtakers andmore equity available than required, why hasn’t the board capitalised on this remarkable opportunity, especially since we are the only ex-China RE in play for the required offtake? Why has not even one offtaker in recent year been disclosed, nor one equity partner?
5. Regarding remuneration: Please clarify how the current lower share price affects the number of shares DarrylCuzzubbo will receive, given his fixed remuneration. If the share price is 27c,he would receive fewer shares for the same fixed amount than if the price were20c. How does this align with shareholder value, especially as both Darryl and Peter have received increased compensation while existing shareholders continue to see their value diminish, at the time when they have made all the mistakesto send the SP lower?
6. Leigh Birch received a formalletter from ARU in April 2024 that did not mention Darryl Cuzzubbo’s shareprice being set at 20c for his incentive plan, despite this being critical tomy concerns about alignment raised in February 2024. Why was this importantdetail overlooked in that document but included in a footnote in the July 2024annual report? Can you provide evidence that this was enforced previously? Inaddition, what incentive does Darryl Cuzzubbo have to increase the share pricein the short term? If he maintains the price, he benefits financially and keeps incoming equity satisfied, which strengthens his voting power for future decisions. Why would he or our CFO (or others receiving your incentive package)have an interest in working diligently for shareholders?
7. What prompted the chairman ofthe remuneration committee to retire in April 2024? Are there any conflicts of interest to disclose? Could this timing relate to my enquiries?
8. Why was the 20c ceiling for Darryl Cuzzubbo’s remuneration not explained in in any formal notice until June2024?
9. Why did the remuneration incentive plan not involve a third-party review from REMSMART? If there was disagreement, did we suggest changes to their initial proposal, or receive a refund?
10. Is Mark Southey qualified to assess financial markets and shareholder alignment? What qualifications does he have to override REMSMART review on remuneration?
11. Did Darryl Cuzzubbo have any input in the remuneration committeegiven his involvement in the day-to-day operations of ARU since July 2023?
12. How has the project cost increased from approximately $1.6B in pastannouncements to $2.4B in the most recent announcement? The suggestion of $1.2Bin debt and $1.2B in equity seems inconsistent with previous figures. Forinstance, in the 5/12/22 Investor Presentation when raising $133M in capital,this $1.6B was the total funds required. Why has there been such a significantescalation in total costs without any updates? In fact, only updates showing inflationcosts have been offset by Engineering savings via HATCH.
13. Why was the debt funding delayed by six months when we understood itwas complete back in February 2024? Why wasn’t equity finalised and organisedin the same timeframe to save time? We were informed that Darryl Cuzzubbo wasbrought on to organise the equity—what happened since December 2023 that led tothe neglection of equity arrangements in conjunction with debt? Recalling thisFID discussion has been printed and disclosed to the market by ARU since 2017.
14.Why did ARU allocate time and resources to expansion studies whenthe equity component was not yet finalised?
15.Why was ARU staff at the Noosa and other conferences in 2024, whenimportant conversations and closures on equity are pressing?
16.With each of the last four capital raises, why has the FEED fundingbeen raised each time when we were initially told the FEED would take 12 monthsas outlined in July 2021? Where did the additional funds raised for FEED go?Who is reviewing this spending to determine if the relationship with HATCH isbeneficial, especially given the concerns from funders about a $600M overrun?Furthermore, who will audit the company to ensure financial governance with apotential $2.4B budget that may be overestimated?
17.Has the recently announced company expansion been budgeted? If so,could you provide detailed information? Relying on vague statements has notserved ARU well in the past. When will this be reported to the market clearly andtransparently? Is this why we are raising above and beyond the initial project moniesas outlined to the ASX?
18.Regarding the escrowing of shares for incoming equity partners:Wouldn’t this be a wise approach to protect existing shareholders, consideringARU’s recent history of supporting short-sellers? Not escrowing shares seems topresent another opportunity for short-sellers. Why was it not achieved,especially since you indicated that there are many equity partners?
19.There have been multiple instances where 60 million shares werereturned to short-sellers during capital raises, totaling 120 million shares.Why did the staff fail to address this due diligence, or at the very least,remove Canaccord as a fund arranger after Leigh Birch notified ARU in February2024?
20.The return of 60 million shares to short-sellers was a significantunfavorable event, occurring twice and stemming from poor management andbudgeting. Who is responsible for this budgeting failure and the lack ofplanning that led to the $150M required to reach FID originally planned for2020? Who conducted the internal audit?
21.Did Cathy Moises propose a capital raise at 50-60c? What was theboard’s response at that time? Who is responsible for financial marketexpertise on the board, and why have they consistently failed in terms oftiming?
22.Why is the board large in numbers, and why has ARU been aggressivein pursuing a strategy that has led to multiple budget failures and a lack ofFID success, unlike other non-productive start-up companies? Who is takingresponsibility regarding this approach?
23.Have you communicated with the government about the poor regulationof this industry, particularly regarding illegal market manipulation throughshort-selling? What was their response, particularly, considering theirinterest in this project?
24.Why are the equity partners you have negotiated with not disclosed?You know their identities; why not share this information to create momentum ormove on to the next offtaker, especially since you’ve mentioned having manyofftakers at around 180%, which recently changed to 140%? Has it always been at140%?
25.Communication: Why is there no time allocated for answeringshareholder questions during meetings or via email? At best, we experience anOrwellian meeting without time for questions. Once again, equity stakeholdersseem to take precedence without plans for future meetings. Why is this thecase?
26.Additionally, I have requested twice for the link to the quarterlymeeting video that Darryl Cuzzubbo promised would be made available on thecompany website. Can you provide this link?
27.Who is the ARU public relations officer, and why aren’t theyaccessible for shareholder enquiries? How often are they available? I was toldI could reach out anytime, but when I did, I was informed they were busy andmight respond in two weeks. Yet, many shareholders are 8 weeks later without aresponse.
28.Could you provide a copy of the investor briefing from the lastquarterly meeting and elaborate on ARU’s new market expectations regardingofftake pricing? We have been told the pricing is above spot levels. Whatassumptions were made, and what actual pricing was given to funders during thedebt stage, as well as to incoming equity? Shareholders seem to be the onlyparty left in the dark, positioned at the bottom of the value pool rather thanthe top. Can you shed light on this?
29.In your presentation regarding the Seaborne Pricing Index, is therea genuine effort to pursue this, or why mention it at all if no actions aretaken?
30.As a top ten shareholder, I was never offered an equal opportunityfor all capital raises and instead received an Orwellian invitation compared tothe institutional investors who shorted us. How does this align withshareholder value? Given the information provided in these questions, whatwould encourage retail shareholders to continue buying shares?
31.Regarding the last capital raise in July 2024 and the management'sclaims about our increased shareholder value aligning with executive long andshort term incentive plans, how and why did only 432 applications forshares come in out of a potential 30,109 shareholders if Arafura is conductingitself transparently and is in a strong position?
32.Upcoming capital raise: Why do you believe maintaining arelationship with Canaccord benefits existing shareholders? You’ve indicatedwe’re closer than ever to securing equity and achieving FID, but how does thisalign with shareholder value when Canaccord suggests otherwise? Have youconsidered the implications of your relationships with Barrenjoey and UBS inlight of this situation?
33. Please review the table below. Incoming equity holders appear to take a larger percentage of the pie. Note that Darryl and Peter would benefitf rom this through their relationships. How does the current executive remuneration, particularly Darryl Cuzzubbo’s financial package potentially totaling $5.5M, align with the loss of shareholder value, especially considering the first milestone is met only upon reaching FID?
| Existing Shares | Capital Raise | Share Price | New Shares Required | Existing Holder - ownership | New Holder - Ownership |
|---|
| 1 | 2.4B | $1.2B | 16c | 7.5B | 24% | 76% |
|---|
| 2 | 2.4B | $1.2B | 40c | 3B | 44% | 56% |
|---|
| 3 | 2.4B | $1.2B | 60c | 2B | 55% | 45% |
|---|
| 4 | 2.4B | $1.2B | $1 | 1.2B | 67% | 33% |
|---|
34. It appears that Darryl Cuzzubbo managed the company from July 2023to February 2024, during which the share price dropped from 34c to 12.6c. Given that he acquired shares at 20c, how do you reconcile this performance with his influence during that time?
35.How many staff members at ARU work from home or arrangements that enable either remote or interstate travel for work? As a start up company is this appropriate and how you expect this would go long term with existing staff morale/culture that actively arrive to work each day. Are we encouraging mediocrityfor what is supposed to be a world leading company?
(20min delay)