Extraordinary voting at Northern Minerals AGM

A Chinese shareholder ordered to sell his stake in Northern Minerals has come within a whisker of being elected to the company’s board, in one of several highly unusual voting results at the company’s AGM today.

The voting results suggest that the four nominees with China connections trying to get elected to the board may have had less in common than previously assumed.

The results also revealed shareholder unrest with the incumbent board and management, with big protest votes against most resolutions.

The AGM, held about eight months after its original schedule, capped an extraordinary period for the company.

It announced two weeks ago that executive chairman Nicholas Curtis was stepping down from that role but would continue as a strategic adviser.

On Monday, federal treasurer Jim Chalmers ordered five shareholders, with Chinese connections and a combined 10.4 per cent stake, to sell their shares.

And on Tuesday, the company revealed it had been the subject of a cyber security attack.

New chairman Adam Handley said disclosure of the cyber-attack was not related to the treasurer’s order – the timing was just a coincidence.

Equally, it appears the timing of the treasurer’s order was not related to the AGM – just another coincidence.

The more substantive issue, which has only been partly answered, is trying to untangle the links between the company’s shareholders, many of which have a Chinese connection.

It was this lack of transparency that prompted the company to refer some of its shareholders to the Foreign Investment Review Board last October.

That was after Singapore-based Yuxiao Fund, with a 9.8 per cent stake, tried to acquire more shares.

It was also when Yuxiao pushed for the ousting of Mr Curtis.

After a lengthy inquiry, Mr Chalmers said on Monday that Yuxiao and four other shareholders, including British Virgin Islands-based Black Stone Resources, Ximei Liu and Menglin Lu, would need to sell their shares within 60 days.

It was these shareholders that had nominated or seconded four individuals for election to the Northern Minerals board.

The board had recommended shareholders vote against the election of all four nominees – Tao Qiang, Chongxiao Wang, Tao Wu and Dong Yun.

All four failed to get elected but the results were highly varied, posing questions about how closely aligned they were.

Mr Wu was almost successful, with a Yes vote of 49.1 per cent and a No vote of 50.9 per cent.

He has been described by Northern Minerals as the ultimate controller of Yuxiao, which has a 9.8 per cent stake in the company.

Mr Yun also attracted considerable support, with a Yes vote of 42 per cent and a No vote of 58 per cent.

He was nominated by Menglin Lu, who has a 0.3 per cent stake in the company.

Mr Qiang’s election was opposed by 91 per cent of shares while Mr Wang was opposed by 71 per cent.

Shareholders voted to elect two directors supported by the company.

Chief executive Shane Hartwig, who was recently promoted from finance director, has been elected but only after 43.5 per cent of shares were voted against the resolution.

Similarly, long-serving non-executive director Liangbing Yu has been re-elected after a No vote from 42.2 per cent of shares.

There was also a 37 per cent No vote against adoption of the remuneration report.

“I don’t want to gloss over the fact that a number of shareholders have not endorsed the board’s view with regards to the entirety of the board’s composition,” Mr Handley said today.

He said one of his priorities was to meet with as many shareholders as possible – that will include new shareholders after the 10.4 per cent stake is divested.

While recent dramas captured attention at the AGM, Mr Handley emphasised the company was focused on its Browns Range rare earths project.

This will include completion of a definitive feasibility study.

“We believe Northern Minerals is uniquely placed to become a significant supplier of ethically sourced, heavy rare earths to underpin a rare earths supply chain in Australia and beyond,” he said.

Browns Range is one of several rare earths projects in Australia that threaten to break China’s monopoly over supply of the strategically important commodity.