Extraordinary General Meeting at Copperstone Resources AB


Stockholm December 15, 2020

PRESS RELEASE

Copperstone Resources AB (Publisher) (“Copper“or the”Company”) today, December 15, 2020 at 3:00 p.m. held an extraordinary general meeting at the offices of Hannes Snellman Attorneys, Kungsträdgårdsgatan 20, SE-111 47 Stockholm.

RESOLUTIONS

The resolutions taken are presented below. All resolutions were unanimous.

Resolution on the approval of the transaction pursuant to the addendum with Sunstone Metals Ltd (“Sunstone”) (item 6 of the agenda)

The extraordinary general meeting has decided, in accordance with the proposal of the board of directors, to approve the transaction concerning a final payment in the amount of SEK 21.2 million in cash to Sunstone in accordance with the addendum (the “Addendum”) between the Company and Sunstone. The Addendum is an amendment to the agreement between Sunstone and the Company regarding the acquisition of Avalon Minerals Viscaria AB, entered into in March 2019 (the “Viscaria Agreement”). The Viscaria agreement provided for an additional purchase price (the “APPLICATION”), subject to obtaining an environmental permit for the acquisition of Viscaria for the proposed mining operations, and consisted of a cash portion of SEK 20 million (if the permit was granted within seven years ) and a capital portion of 46 million new shares (with no time limit on the permit). The APP can now, with the approval of the general meeting, be fully prepaid in accordance with the addendum, which states that the company will pay a total of SEK 26 million. Of this amount, 4.8 million SEK has been paid in advance in the form of a deposit, and the Company now has, after the approval of the general meeting, the possibility of paying the 21.2 million of SEK remaining to Sunstone, once the planned capital increase has been completed.

Resolution relating to the authorization of the Board of Directors to approve an issue of preferential subscription rights (item 7 of the agenda)

The extraordinary general meeting has decided, in accordance with the proposal of the board of directors, to authorize the board of directors to, before the ordinary general meeting of next year, on one or more occasions, decide on issues of shares, within the limits of the articles of association, with preferential right for the current shareholders, payable in cash, in kind or by compensation. The issue of new shares under the authorization will be carried out under the usual conditions in the current market circumstances. The Board of Directors has the right to decide on the issue of new shares for an aggregate maximum amount of approximately SEK 160 million under the authorization.

The purpose of the authorization is that the proceeds from the share issue will be used primarily to finance the development of the project for a reopening of the Viscaria mine, and to prepay the additional purchase price relating to the acquisition of Viscaria (point 6). In addition, the Company intends to create a stable financial position for the Company that allows value-added activities within the framework of the Company’s other projects.

In the event that all the new shares are not subscribed by exercise of the subscription right, the Board of Directors will decide, within the limit of the maximum amount of the capital increase, the allocation of the new shares subscribed without subscription rights, the allocation being made firstly to those who have made firm commitments before the launch of the planned capital increase to subscribe for shares without maintaining subscription rights, secondly to those who have subscribed for shares by exercise of subscription rights (irrespective of whether the subscriber was a subscriber on the record date or not) and have requested subscription without subscription rights, and, in the event of impossibility of full allocation, in proportion to the number of rights of subscription that each subscriber has exercised for the subscription of shares those who have subscribed for the shares, thirdly to those who have subscribed for shares within the framework of the capital increase without subscription rights and, in the case of event allocation, cannot be carried out in full, in proportion to the number of shares indicated in each subscription request.

The authorization to issue shares decided by the extraordinary general meeting of September 29, 2020 will be valid alongside the authorization to issue shares above, whether or not it is used.

Resolution on the approval of a possible issue of rights against payment by offset, addressed to a company related to the Chairman of the Board of Directors (item 8 of the agenda)

The Extraordinary General Meeting has decided, in accordance with the proposal of the Board of Directors, to approve a possible issue of rights against payment by offset, for a maximum amount of 10.3 million Swedish kronor, which could be directed to an affiliate of the Chairman of the Board, JOHECO AB (“JOHECO“), pursuant to the previously recorded authorization of the extraordinary general meeting of September 29, 2020 together with the special instructions of the general meeting, as follows.

JOHECO and the Company have agreed on a loan commitment in the amount of SEK 10.3 million. In order to provide such offsetting lending settlement, the Board of Directors’ Share Issuance Resolution is intended to allow an allotment opportunity for this oversubscription and any other oversubscription which secured the issue, which, however , can only take place to the extent that there will be room for an oversubscription in the issue of shares. The extraordinary general meeting decided, in accordance with the proposal of the board of directors, to approve that insofar as the bridging loan would be called and the oversubscription of JOHECO would not be sufficient for full compensation, the board of directors , within the framework of the final allocation of the preferential issue envisaged, may, on a subsidiary basis, carry out a capital increase directed at the same issue price in order to allow the payment of the loan in shares.

Resolution on Amended Guidelines and Expanded Framework for Consideration of Board and Management (item 9 of the agenda)

The Extraordinary General Meeting decided in accordance with the proposal of the Appointments Committee:

amend the election by the 2020 Annual General Meeting of Jörgen Olsson as Chairman of the Board of Directors so that Jörgen Olsson until the 2021 Annual General Meeting is instead Executive Chairman;

·that the extraordinary general meeting approves that the set of attendance fees of the board of directors decided by the annual general meeting be reduced by removing the right of the chairman, provided that Jörgen Olsson enters into a full-time employment contract as Executive Chairman with a monthly salary amounting to SEK 125,000 per month as well as pension benefits amounting to 35%.

For more information, please contact CEO Michael Mattsson, +46 (0) 705-739777, [email protected]; [email protected] or www.copperstone.se

Copperstone Resources AB (publisher)
Board of directors

About Copperstone

Copperstone Resources AB is a mining exploration company established in 2006. In 2019 the company acquired the Viscaria deposit in Kiruna and accordingly the company’s strategy was revised. The goal is to become a modern and responsible producing mining company through the reopening of the Viscaria mine. The high copper content of the deposit and its geographical location provide the right conditions to become a key supplier of quality and responsibly produced copper to customers who are driving the global change towards an electrified society. In addition to the Viscaria mine, Copperstone owns several mining concessions and exploration permits in Arvidsjaur (Eva, Svartliden, Granliden) and Smedjebacken (Tvistbogruvan), all located in Sweden. The Company’s shares are traded on the Nasdaq First North Growth Market (ticker COPP B). The Certified Advisor is Augment Partners AB, [email protected], +46 8 505 65 172.

Previous Nick Cave's art exhibit is a trip down memory lane
Next A farming family's business has collapsed. Then the neighbors arrived.