Annual General Meeting
Thursday 17 October 2024 | 10:00am AWST
Johnson Winter Slattery | Level 49 Central Park, 152-158 St Georges Terrace, Perth WA 6000
Shareholders who wish to attend the meeting in person can do so at the date, place and time indicated above. Shareholders are requested to notify their intended attendance to arafura@arultd.com and include their shareholding name, address and HIN/SRN.
Shareholders are encouraged to submit their questions to the Board that relate to the resolutions being considered. These questions will be responded to by the Board during the meeting if appropriate. Questions should be submitted to arafura@arultd.com and include their shareholding name, address and HIN/SRN.
Relevant Documents
Notice of Meeting and Proxy Form
Questions from 2024 AGM:
Capital Cost
Query on the changed to the pre-production capital cost for the project, which also references media report on the same.
- The November 2022 Project Update (Refer to ASX announcement dated 11 November 2022) had a project pre-production capital cost estimate at U$995m plus U$140m contingency (Refer Table on page 2) which is now U$1,044m (preproduction capital) and U$92m (contingency) in the latest Project Economics presented by the Company (Refer ASX Announcement dated 23 July 2024).
- US$48m of ‘other pre-production costs’ which relate to mine establishment costs, spares, inventory and insurances was originally disclosed as part of the Funding Requirements (Refer Table 12 of 2022 Project Update) and moved into the headline pre-production capex number in the July 2024 update. This brings the comparable capex total per the November 2022 Project Update to US$1,183m.
- The Company reported a 5.7% increase from capital cost estimate in the September 2023 Quarterly Report (Refer to ASX announcement dated 31 October 2023), being 5.7% on $1,183m, which is $67.4m.
- The latest headline capex number is US$1,226m as per the announcement dated 23 July 2024. The remaining differences are more minor and relate to factors outlined in the Project Economic Assumptions (Appendix 2 to the ASX presentation released on 23 July 2024). For example, with the November 2022 Project Update being 2 years old, the escalation factor was increased. There were also some sunk costs subtracted as already spent on the project (such as the early works completed).
Size of equity funding required
Concerns around dilution and the size of equity required given a significant amount has already been achieved from the debt funding.
- Sources and Uses of funds are outlined on slide 8 of ASX presentation 23 July 2024.
- It is noted on this slide that there are four layers of redundancy in the funding package.
- This is a significant point of difference in Arafura’s funding package compared to other projects.
- As referenced by the Company (refer to ASX announcements on 14 March 2024 and 23 July 2024) this helps Arafura manage increases in capital and operating expenditure that potentially may be incurred during ramp up.
- As part of these arrangements, the financiers require these facilities to be proportionate (debt and equity), hence in our sources and use of funds, we indicate:
– new base equity U$713m
– new cost overrun facility (COF) equity US$80m - Total $US793m equity requirement
Schedule
When can an investment decision be made and provide line of sight to production and clear profits?
- As announced on 23 July 2024, Arafura has secured its senior debt funding for the project and is focusing its efforts to secure the equity for the project to be “fully funded” and proceed to a final investment decision.
- This is contingent upon progress on offtake, investor engagement and general market conditions.
- We refer you to the last quarterly report released on 23 July 2024 that contains the Indicative Nolans Project Schedule on page 5. The schedule is indicative and shows an expected 37-month construction and commissioning period prior to being in production.
- The Nolans project update was released 11 November 2022 (Nolans Project Update). Table 4 shows production by operating year, with year 2 being near to nameplate production and the likely first year of profits. This is subject to the rate at which ramp up is achieved and NdPr and commodity prices for other products and key commitments.
- Arafura expects first profit from the project to be generated in the second year of production.
- Whilst these activities are not yet complete, we cannot pinpoint an exact date where we expect ‘clear profits’.
- The Company is working on several key workstreams, with activities on offtake, equity funding and project development. The company will announce any development on any of these fronts, as and when formal arrangements have been entered into.
Past expenditure made by the Company
Referring to the capital raisings made in the past three years, why acceleration of the Nolans Project development schedule was not achieved and instead the schedule pushed further out?
- The use of funds for each capital raised is detailed in the announcements related to each capital raising completed.
- The Nolans Project Schedule is always indicative, and the Company aims to accelerate this as best as it can.
- Until the Company is fully funded, it cannot progress to a final investment decision, which in turn is contingent upon progress on offtake, investor engagement and general market conditions.
- The Company is continuously engaged with offtake parties and investors and continue to work through their due diligence programs in a timely manner.
Expenditure
What portion of the $122m expenditure in CY2023 (per the quarterly statements) went to capital cost items and how much of this forms part of the increased $1680m capital cost?
- Payments for ‘development’ detailed in our quarterly cashflow statements are considered capital in nature and total A$110m over CY23.
- Arafura provided updated capital cost guidance on 23 July 2024 of US$1,226m which is net of capital costs sunk to date.
Background on Remuneration and incentive plans
Questions were in relation to changes to the remuneration and nomination committee chair, the operation of the Arafura Incentive Plans and how these performance rights can materialise into shares and executive participation in the plans.
- With the refresh of the Board in the year, Mr Southey handed over the role of Chair of the remuneration committee to Mr Spreadborough.
- It is not uncommon for a Board Chair to also hold Committee Chair positions when a company is in its early stages of growth and the Board has limited numbers of Non-Executive Directors, but it is not ideal. With the appointment of myself and Roger Higgins in April 2024 the Board now had sufficient Directors and I was able to take over the role of Chair of the Remuneration & Nomination Committee. Having Committee Chairs who are not the Chair of the Board is standard good practice and is in fact an ASX Principles Recommendation for the Audit Committee at minimum.
- Employees of the Company (including executives) are eligible to participate in the Incentive Plan (Refer to the Incentive Plan Rules approved at the 2023 AGM). These incentives are not yet converted to shares and are subject to performance conditions. In the most recent incentive plans, performance rights have been offered.
- A performance right entitles the holder to a share at a future date if, and only if, defined performance conditions are met. If those conditions are not met the holder receives nothing. Under our Nolans Success Plan these performance conditions are key milestones progressing the project from construction to commissioning, milestones which if achieved will materially impact shareholder value. The number of performance rights granted are calculated based on independent external benchmark data on what would be required over a four year period to keep the remuneration package competitive.
- Arafura’s share price is affected by the NdPr price, a common trend for any publicly traded company impacted by commodity cycles.
- Executives are incentivised to work to achieve share price appreciation as this increases the value of the performance rights and thus the use of incentives aligns with generating shareholder value for the company. So far, only the CFO has been granted performance rights, as released to the market as the other members of the executive team have only commenced in the current year.
- The MD & CEO has not been issued with any performance rights yet. Once a Final Investment Decision to commence the Nolans Project has been made the MD & CEO will be issued performance rights under the Arafura Incentive Plan subject to shareholder approval at the next shareholder meeting.
- To keep the transaction fair the total number of incentives for the MD & CEO in the upfront grant will be equal to the higher of the 5-day VWAP of the Company’s shares prior to his employment commencement date and $0.20 (being the 5-day VWAP of the Company’s shares utilised in the grant of incentive securities to staff in December 2023).
- These performance rights are not shares, they will entitle the MD & CEO to shares at a future date if, and only if, defined performance conditions are met.
- Under our Nolans Success Plan these performance conditions are key milestones progressing the project from construction to commissioning, milestones which if achieved will materially impact shareholder value.