August 1, 2022 | Posted by

Dear Shareholder

We relay that I personally attended the Ironveld GM in Manchester this morning for which there was only 2 other genuine shareholders there whom I could ascertain and one representative from Turner Pope. “CryBaby” Clarke and his sidekick Eales was of course there too.

The vote that they believe they have “carried” was done on a show of hands which, given the de minimis attendance, does not in any shape or form reflect the true democratic voting intentions of Ironveld shareholders.  In fact, the representative from TPI being able to vote raises an interesting conflict of interest point if they were not reflecting the true intent of their client holdings as opposed to their own “interests” (ie if they had discretion over the votes) – namely a grotesque warrant package and placing fees. We intend to raise this with the regulators.

What I can reveal that should shock all shareholders is that it has been confirmed to us by a representative of a top 5 direct shareholder (non collective nominee) that they did in fact vote AGAINST the placing. Given that at the last count they held just in excess of 60m shares and I have also been made aware of shareholders that have voted their holdings running to many millions of shares, I suspect that approaching, if not in excess of, 20% of the float voted against the 2 resolutions today – perhaps not sufficient to defeat the Ordinary resolution but almost certainly we believe the Special Res (the TPI warrant package) – this is one for AIM regulation re adherence to best practice by the company re “show of hands” v a true reflection “poll”. We in fact requested that the vote be counted by way of a “poll” and not a show of hands in order to accurrately reflect shareholders will and this was denied by the Chairman Clarke. It was our belief as per best practice re AoA preparation that a shareholder holding in excess of 5% of the register was able to request a poll but seemingly Ironveld’s AoA do not reflect the new code post 2009 and it was 10%.

PIRC guidelines are in fact as follows (see HERE) noting in particular this line  – “The chairman should demand a poll where voting on a show of hands is unclear or if he/she is aware that the outcome of the vote on a show of hands does not reflect the position of the proxy votes registered. The chairman should be provided with a draft script covering this eventuality should it arise.” We thus call upon the company to reveal the accurate registered votes and not the nominal show of hands representation. We are speaking with the Nomad in this regard. We point the regulators to this statement from the guidelines too – “If a chairman improperly refuses to take a poll where it has been properly requested any resolution passed on a show of hands will be invalid and ineffective.”

Sadly we can also relay that when Clarke was asked to take questions he simply point blankedly refused and departed the room with his sidekick in tow believing the matter closed. The matter is not closed. The events of the past few weeks – the defamation of me personally, the proceeding ahead with a placing that was mathematically proven NOT to be in shareholders best interests relative to our proposals, the sweeping under the carpet of their unequivocal statements of belief in the mythical Grosvenor finding £5m (let alone another £3m) and then just allowing this to float by when nothing was delivered, and finally the riding roughshod over shareholder accountability of the BoD today all lead us to personally believe that whilst Clarke and Eales remain in situ that the company’s very valuable assets will not be monetised. In fact we would not be surprised to see yet another capital raising in 2023. We have written the stock down in our books and sympathise with shareholders that have lost money here believing the BoD’s statements (as we did).

R Jennings