Result of AGM

Neptune Minerals plc (the "Company”) (AIM: NPM) announces that the Annual General Meeting ("AGM") of the Company was held today. The resolutions proposed for the AGM, as set out in the Notice of Meeting (as announced on 30 December 2008) and the Notice of Intention to Propose Directors (as announced on 27 January 2009) were as follows:

1.   That the financial statements of the Company for the period ended 30 June 2008 together with the Reports of the Directors and Auditors be received and adopted.

2.  That Mazars LLP of 3 Sheldon Square, London be re-appointed as auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that their remuneration be fixed by the Directors.

3.  To re-elect John Feenan, who retires by rotation in accordance with the Company’s Articles of Association, as a Director of the Company.

4.  To elect Richard Gorton, who was appointed as a Director since the last Annual General Meeting, as a Director of the Company.

5.  That the Directors be and they are hereby generally and unconditionally authorized in accordance with the Companies Act 1985 (the “Act”) to exercise all powers of the Company to allot relevant securities within the meaning of Section 80 of the Act up to the aggregate nominal amount of the authorised but unissued share capital of the Company immediately following the passing of this resolution, provided that the authority hereby conferred shall operate in substitution for and to the exclusion of any previous authority given to the Directors pursuant to Section 80 of the Act and shall expire on the date 15 months after the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, unless such authority is renewed, varied, or revoked by the Company in general meeting, save that the Company may at any time before such expiry make an offer or agreement which might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.

6.  That the Directors be and they are hereby empowered pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94 of the Act) for cash as if Section 89(1) of the Act did not apply to any such allotment pursuant to the general authority conferred on them by resolution 5 above (as varied from time to time by the Company in general meeting) provided that such power shall be limited to:

(a)        the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions or other arrangements as the directors may consider appropriate to deal with fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised stock exchange or regulatory body in any territory or otherwise;

 

(b)       the allotment of options, conditional awards and performance shares of 0.5 pence each in the capital of the Company to the management and employees, Directors and consultants of the Company pursuant to the Company’s Executive Incentive Plan and the subsequent allotment on conversion or, as appropriate, exercise of such performance shares, conditional awards or options into ordinary shares representing up to an aggregate 20 per cent of all of the issued ordinary share capital after conversion or (as appropriate) exercise of all options, conditional awards and performance shares issued under the Executive Incentive Plan; and

 

(c) the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up to an aggregate nominal amount of £66,500 representing approximately 20 per cent of the issued ordinary share capital of the Company

 

and the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the Directors pursuant to Section 95 of the Act and shall expire on the date 15 months after the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, unless such power is renewed or extended prior to or at such meeting except that the Company may before the expiry of any power contained in this resolution make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

7.  That the Articles of Association produced to the meeting and initialed by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Articles of Association.

8.  To consider and, if thought fit, pass the following resolution:

In accordance with Listing Rule 41 of the AIM Market the admission of the Company's Ordinary Shares on the AIM Market of the London Stock Exchange be cancelled.

9.  To appoint Christopher John Rowe as a Director of the Company (nominated by Clachan Nominees Limited A/C Holdings).

10.  To appoint Douglas Harry Winton as a Director of the Company (nominated by Clachan Nominees Limited A/C Holdings).

11.  To appoint Peter Adrian Vanderspuy as a Director of the Company (nominated by Newsmith Opportunities Private Equity Fund LP).

12.  To appoint Sadiq Currimbhoy as a Director of the Company. (nominated by Newsmith Opportunities Private Equity Fund LP).

At the Annual General Meeting of the Company held today resolutions 1, 2, 7, 8, 9, 10, 11 & 12 were carried. Resolutions 3, 4, 5 & 6 were not carried. As a result of this, John Feenan and Richard Gorton were not re-elected to the board of the Company.

Resolution 8 passed by Shareholders approved the cancellation of the admission of the Company's ordinary fully paid shares ("Shares") to trading on the AIM market of the London Stock Exchange plc ("AIM").

As announced on 30 October 2008, cancellation of admission of the Company's Shares to trading on AIM will occur at 7.00am UK time on 9 February 2009.

Further to the carrying of resolutions 9, 10, 11 & 12, the Company announces the appointment of Christopher John Rowe, Harry Winton, Peter Adrian Vanderspuy and Sadiq Currimbhoy as Non Executive Directors with immediate effect.

Due to the timing of the notices put forward (as detailed above), Grant Thornton UK LLP, as Nominated Adviser to Neptune Minerals Plc, was not given a satisfactory timeframe within which to complete the due diligence procedures as required under the AIM Rules and as such has been unable to conclude on the appropriateness of the changes to the Board. A further announcement in relation to this matter will be made as appropriate.

Christopher John Rowe, aged 64 has been appointed to the board of the Company following his election as detailed in Resolution 9 above.

Mr Rowe holds/has held the following positions where he has been acting in the capacity of a director:

There is no other information that is required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules.

Douglas Harry Winton, aged 56 has been appointed to the board of the Company following his election as detailed in Resolution 10 above.

Mr Winton holds/has held  the following positions where he has been acting in the capacity of a director:

There is no other information that is required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules.

Peter Adrian Vanderspuy, aged 43 has been appointed to the board of the Company following his election as detailed in Resolution 11 above.

Mr Vanderspuy holds/has held the following positions where he has been acting in the capacity of a director:

There is no other information that is required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules.

Sadiq Currimbhoy, aged 42 has been appointed to the board of the Company following his election as detailed in Resolution 12 above.

Mr Currimbhoy holds/has held the following positions where he has been acting in the capacity of a director:

There is no other information that is required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules.

Further to the above appointments, the board of directors of the Company is now as follows:

John Goodwin - non-executive Chairman
Simon McDonald - Managing Director
Christopher Rowe - non-executive Director
Douglas Winton - non-executive Director
Adrian Vanderspuy - non-executive Director
Sadiq Currimbhoy - non-executive Director

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