Good afternoon. It is just on our scheduled starting time of 3:00 P.M. My name is David Forsyth, Company Secretary of Tigers Realm Coal. Today we are holding the 14th Annual General Meeting of Tigers Realm Coal. I will act as chair for the early and formal part. While the meeting is to be conducted online, it is logistically easier to do so from Melbourne than from the U.K., where our Chairman, Craig Wiggill, is based. A very warm welcome to our shareholders listening to the meeting proceedings via the online platform established by the Company's Share Register, MUFG Corporate Markets Limited. The format for today is that I will make some introductions and opening comments, and then pass to our Chairman, Craig Wiggill, in the U.K. to provide an update on the Company progress through the C hairman's address. I'll then move to the formal part of the meeting, which involves just one item. Craig will then take over and conduct the Q&A part of the meeting. Shareholders did have the opportunity to dial in via the phone and ask questions at the meeting. However, no requests so far for unique pins were received by MUFG. Following the question and answer section, we'll close the meeting. I'll now move to the introductions. Board members attending via the link: Craig Wiggill, a Director since 2012 and Chairman since October 2015, a member of both the Audit Risk and Compliance Committee and the Nomination and Remuneration Committee; Mitch Jakeman, a Director since 2022, Chairman of both the Nomination and Remuneration and Audit Risk and Compliance Committees. I will now provide some opening comments. As shareholders will be aware, this AGM has not been convened and undertaken adopting the usual format, whereby the Company's annual accounts are tabled for discussion, along with the director's report and auditor's report for the Company's financial year just completed. Similarly, no remuneration report has been prepared to enable shareholders to consider and cast their vote during the formal part of the meeting. The Company's present circumstances, which require compliance with the Australian sanctions laws, have essentially precluded the obtaining of financial information from the Company's management in Moscow and therefore not allowed these accounts and reports to be prepared. This has caused our stock to be suspended by the ASX effective 3rd March 2025. Our Chairman will cover this further during his address, which now follows. I will now pass the chair to Craig. Please move to the next slide. Thank you, Craig. Thank you, David. Good afternoon, everybody. Ladies and gentlemen, on behalf of the Company, the Board, and Senior Management Team, I'm pleased to welcome you to Tigers Realm Coal's 2025 Annual General Meeting. We have in attendance Mr. Mitch Jakeman as an Independent Director and Mr. David Forsyth as Company Secretary. We do not, for reasons I will explain, have any member of the Management Team on the call. As you're aware, Dr. Bruce Gray stepped off the Board mid-last year due to ill health and was replaced on the Board through the appointment of Mr. Kieran Travis as an Independent Non-Executive Director. In November 2024, Mr. Travis resigned his directorship of the Company. Efforts to replace Mr. Travis have been continuing since. The 12-month period since our AGM in May 2024 has been exceedingly frustrating for both the Board as well as the Russian Management Team. At that meeting, we made a presentation relating to the status of the Company, which detailed the extent of our Russian asset value erosion as a consequence of the geopolitical landscape and the invidious situation we found ourselves in. This situation was exacerbated by interpretations made by the authorities relating to the Australian sanctions regime that they deemed applied to our operating activities in Russia. Our Company Board was left with no alternative but to recommend that the shareholders approve the full disposal of all of our Russian companies and mining assets. This approval was accordingly received, and the sale was left to proceed in relation to fulfillment of the conditions to closing that were stipulated at the time. These include, but are not limited to, Russian approvals, including presidential, various ministerial, and FAS, which is the Federal Anti-Monopoly Service, approvals, as well as Australian sanctions authority approvals. During June 2024, acting under instruction from the Department of Foreign Affairs and Trade in Australia, the Board issued a directive to the Russian activities to cease all mining and transport operations in Chukotka. The Management Team in Russia were unable to comply with the instruction as to do so would have exposed them to serious personal risk. Also, given that the Russian assets were to be operated from within a lockbox mechanism, to cease operations would have exposed management to breach of the SBA terms, as the assets were effectively being managed for and on behalf of the buyer. A number of transactions, including TIG's, were held up in the latter part of 2024 when the Russian authorities introduced new legislation which imposed further onerous financial conditions on those companies exiting the country. This legislation took effect in October 2024 and resulted in many Russian Commission approvals on similar transactions being significantly delayed. In the first quarter of 2025, the company was advised that the Russian Government Commission had decided against the approval of the SBA in the form that had been submitted by the buyer and had instead elected to split the transaction into two separate elements. The first, encompassing approval of the acquisition of BPU, including its subsidiaries and BUI, and the assignment of loans, collectively operating assets and assignments, was relegated back to the Special Commission, established for the approval of most transactions involving sellers from unfriendly jurisdictions, Australia obviously being deemed as an unfriendly jurisdiction. The second, namely the approval of the acquisition of NPCC, which was the Amaam entity, remained with the President as total coal reserves pursuant to Russian standards exceeded 35 million tons. The first-part approval by the Commission of the purchase by the buyer of the operating assets and assignments was duly received in the first quarter of 2025, but under a significantly changed transaction value, which required both an amendment of the SBA and accordingly the reapproval by both buyer and the shareholders of TIG. Under the revised terms of the sale, the seller, TIG, would effectively receive a reduced selling price capped at the $2.348 billion equivalent. That amounts to approximately AUD 46 million. In addition, the buyer would pay an increased exit tax to the Russian state of RUB 3.575 billion, which is about RUB 70 billion, i.e., about 60% of the transaction valuation would be payable to the Russian state by the buyer. The presidential approval of the second part of the transaction with respect to the acquisition by the buyer of the Amaam entity is yet to be received. Until the amended terms of the SBA are mutually approved by both parties, and for as long as the presidential approval for the acquisition by the buyer of the Amaam entity remains outstanding, the disposal of all Russian subsidiaries cannot be completed. Importantly, though, notwithstanding the significantly lower price established as payable to TIG as the seller, the buyer has not signed the amended SBA, but has instead claimed that the increased buyer's cost of the transaction, record interest rates in Russia leading to financial difficulties, as well as deteriorating global seaborne coal market conditions, are grounds for a need in further seller price reductions. TIG's Board has rejected the buyer's informal request for the reduction in the sales price. Given that the buyer has not yet signed the amended SBA, we have not called for an approval by the shareholders of the amended SBA terms. Therefore, the sale agreement is now in a state of impasse. The Board has continued to work to close the transaction as per the Russian approval, but has also commenced the process of looking for alternative exit mechanisms. On an operational front, in February 2025, we advised that in order to comply with the Australian sanctions regime, TIG directors are limited in communication to and information from the Russian Management Team. This very restricted communication, combined with a lockbox mechanism, which applies under the terms of the SBA, prevented the Company from providing its Appendix 4E and attaching accounts for the year ended 31st of December 2024 by the due date of February 2025-2028. As a consequence, the ASX suspended the Company's securities from trading effectively 3rd of March 2025. Today, the suspension remains in effect. Following final approval of the amended terms of the transaction, the Company anticipates that it will be in a position to prepare and file these documents. Subject to approval and implementation of the transaction, the Company's intentions remain as previously detailed, namely to make a distribution to shareholders and/or a return of capital to delist from the ASX and to wind up. In determining the distribution, the Company will ensure it has adequate resources to fulfill its obligations to other parties during this period. On this basis, and given the further erosion of the sales price detailed above, it is not anticipated that the potential delisting and windup process would deliver material surplus funds for return to shareholders. It should also be noted that any return of capital will only be made in compliance with all applicable laws, including the Australian sanctions regime. I will stop here and leave to address the Q&A section any further questions that may arise. In conclusion, I would like to thank all shareholders, the Management Team, as well as Mitch as a Fellow Director for his perseverance and resilience. The Board will continue to address all issues as they arise whilst abiding by the laws of both Australia and Russia. Thank you for your participation. David, back to you. Thank you, Craig. Please move to the next slide. The one resolution will be decided by poll. Before putting the resolution to the meeting, I'll advise proxy numbers. Shareholders can vote at any time during the meeting. Voting will close five minutes after the AGM is formally closed. To participate, you will need your shareholder number and postcode to ask a question and to vote. As advised in the notice of meeting, I intend to vote any undirected proxies appointing the Chairman as proxy in favor of the relevant resolution. As you will have all been notified of details of the notice of meeting, I will take it as read. Please move to the next slide. The one resolution is the re-election of Mr. Craig Wiggill as a Director. Proxy voting for the numbers are 49,380,332 for, 364 open, 1,668,662 against, nil. Before I put the motion, allow me to thank on your behalf the excellent work and contribution Craig has provided over his time on the Board, both as a non-executive director from November 2012 to September 2015, and then as Chairman from October 2015 through to now. He is also a member of both the Audit Risk and Compliance Committee and the Nomination and Remuneration Committee. As you will have seen in Craig's CV, he has extensive experience in the global mining industry, including over 30 years in the coal sector. This global experience has been invaluable, particularly over the past three years, as he has navigated us through the sanctions issues, the preparation for sale issues, the sale itself, and approvals, etc., which are ongoing. Craig's leadership through all this has been outstanding. Thank you, Craig. The motion then is to consider and, if thought fit, to pass the following resolution as an ordinary resolution: that, pursuant to and in accordance with ASX Listing Rule 14.5, Article 47B of the Constitution, and for all other purposes, Mr. Craig Wiggill retires and, being eligible and offering himself for re-election, is re-elected as a Director of the Company on the terms and the conditions in the Explanatory Memorandum. I'll open the item for discussion. Are there any questions via the online platform? We have one question from Mr. Stephen Mayne. The question is, what is the relationship between Majority Shareholder Bruce Gray and Craig Wiggill, the only Director up for election today? Also, what would Craig do differently on our Board if he had his time again? I'll just answer the first part, Craig. What is the relationship between you and Craig? Bruce is a majority shareholder, joined, I think, as a shareholder around about 2012, 2013. Craig was our director before that time. As far as I'm aware, Bruce and Craig did not know each other. Bruce has been on the board since 2015 along with Craig and did an excellent job before he stepped down in July last year. Craig, over to you about what would you do. The question is, what would you do differently on the board if you had your time again, please? Thank you, David. I'd just like to add a little bit to the question about Dr. Gray. As David says, I'm a fully independent director. I had no association with Dr. Gray prior to involvement on the Board. I have the greatest deal of respect for his involvement. He has been a loyal shareholder who has stood by this company at times of the previous distress. It is terribly sad that he is now not in a wonderfully healthy position, and I wish him all the very best. In terms of the question, would I do things differently on our Board? Stephen, thank you. This came through five minutes prior to the start of the meeting that I saw this question, and I've just had a short time to think about it. I honestly struggle to think of having done things the way we've done them, whether we do them differently. Obviously, the time scale is important. Perhaps the fundamental that I would have addressed is, at the time that Justice Kennett made a ruling, that an Australian sanction written as an import sanction could be construed to involve and put TIG in a situation where it was deemed by Justice Kennett to be in breach of an import sanction, which is, to my mind, still remains totally illogical. Perhaps what I would have done differently is I would have taken that decision to the Supreme Court or the High Court in Australia for further ruling. However, we had said that we would abide by what came down from Justice Kennett, and we have done so. Doing so really has put us in the situation that we are in a completely invidious situation, unable to defend ourselves from any of the extortionate things that have happened to us since that time and the massive value erosion in our company, which is terribly disappointing. I think that is a fundamental that I would have perhaps thought about doing differently. Aside from that, I do struggle, I'm afraid. David? Thank you, Craig. We have not got any other questions on that motion. Thank you. The final voting will be advised by the ASX following the meeting, or it will be conducted by the poll. Please move to the next slide. I will now hand the chair back to Craig. He will handle the Q&A section. Craig will respond to questions from shareholders who either sent them to the company or asked via the online platform. Thank you, David. In this regard. David? Sorry. Carry on. Carry on. David? Sorry. Carry on. Carry on. David? Sorry. Carry on. Carry on. David? Sorry. Carry on. Carry on. In this regard, we've had one question sent prior to the meeting, which is again from Stephen Mayne. The question, which I have here and now will read out: Why isn't there a vote on the remuneration report for this year? Craig and I discussed this. Perhaps I'll just answer quite quickly. As advised in the Chairman's address, in order to comply with the Australian sanctions regime, the TIG directors are limited in communication with the Russian management team, and this, combined with the lockbox mechanism which applies under the signed SBA, prevented the company from preparing their accounts and reports, including the remuneration report for year-end at 30 June 2024, for year-end at 31 December 2024. Sorry. Once the operation has been solved, we will be in a position to prepare and file the accounts and reports for year-end for that year, including the remuneration report. Sorry it is delayed, but circumstances have prevented us from producing that report, as we've said on a couple of occasions there, unfortunately. That was the only one, Craig, I think we had sent to us prior to the meeting. We have since received a number online. If I could just start those online, if you bear with us, please. Please do. The first question is from Stephen Mayne. Why haven't you put a resolution so that shareholders can vote on the remuneration policies of the company? Seeing as we haven't produced an end of report, what are the remuneration policies? Who is still getting paid, and how much are we paying them? I don't know if you want to take the three parts, Craig, but perhaps start with the first. I can give it a try, please, Dave, but please feel comfortable about just jumping in if you wish to add or say anything in addition. Stephen, the remuneration policies have not been changed at all in relation to the company. There is no change in either the policy. The Board has not voted on any incremental remuneration. Nothing has changed. The executive management team remain on contracted salary base, as was the case when we reported in May 2024. The Board remuneration has not changed. No payment has, in fact, been effected to the Board since about mid-2024. I think that that probably addresses the three, does it, Dave? That's fairly over the last times, who's getting paid and how much are we paying them? It's pretty much business as usual. There's been, as you said, no increases from there, Craig. I think that has been all handled. Thank you very much. The next question, if I can just read it through, Craig, again from Stephen Mayne. Last year, we held a hybrid AGM, and the Chairman's address was lodged with the ASX 45 minutes before it commenced. This year, we are running a delayed virtual AGM, and no formal address was lodged with the ASX before it started. Why the change of practice, and will you publish a full copy of the AGM webcast on your website for the benefit of the shareholders unable to watch live today? Craig, again, I might be in a better position to answer it. The first one is the Chairman's address was lodged again with the ASX around about the same time, about half an hour before the meeting started. It has been delayed. It's something we're finding now with us being in suspension, our company is not getting the same quick sort of release to the platform. So Stephen, if you'll just bear with us, that'll come through shortly in the usual way, I'd expect. The second part. Can I make a suggestion? If we are struggling in terms of getting the Chairman's address out, why don't you just send a copy of it through to Stephen as a shareholder? If it hasn't yet gone in a public space. I mean, I'm not sure what the reasons are that we are not getting the attention that we should be getting from the ASX, but we'll just bypass them if we have to. The second part was why the change of practice. There is no change there. Will you publish a full copy of the webcast on your website for the benefit of shareholders unable to watch? Yes, as we have always done that, Stephen. We will publish it on our website in the next 48 hours. Thank you very much. The next question, Craig. The last order of accounts were released back in August 2024, where the accounts showed accumulated losses of AUD 175.2 million and net assets of AUD 65.2 million. The signing partner from Hall Chadwick back then was Stewart Thompson. Is Stewart still our official auditor? And are we still paying Hall Chadwick to do any audit functions, even though we have not released any full-year accounts? Is anyone from the audit firm available to answer the questions today? Can you crack at that, Craig, or do you want me to sort of take it one by one? David, obviously, we still are using Hall Chadwick as our accountants, and Stewart Thompson remains in place as our relationship. The relationship is very strong. Would you like to address anything else that's not covered? We haven't released any audit accounts because there's been no accounts produced and therefore can't be audited. No news there. No one from the audit firm is available to answer questions because we haven't put forward any annual accounts, Stephen. That's the reason there's no one on the line. I think that's all we can say on that one at this moment. The next one, Craig, is again from Stephen Mayne. Who are the other major Australian companies caught up in Russian sanctions issues comparable to what we have been suffering through? Is there any strength in collective lobbying with these other Australian parties? Also, is there any prospect of a settlement involving frozen Russian assets in Australia, such as the 25% stake in the Gladstone bauxite refinery being unlocked at some point, or could our shareholders be compensated by any asset realization of frozen Russian assets, such as the Gladstone Refinery stake? That's a pretty complicated one, Craig, but did you get most of that? We'll try and address that. Certainly try and address that. The question around which Australian companies are in a similar situation to us with regards to investments. From a mining perspective, companies that are involved in mining-related issues, which are treated differently to some others, and particularly coal because it's an energy, we sit in a fairly unique space. I think that we are the only—we still remain the only Australian investor in Russian mining assets in coal in the Far East. I'm not aware of any other mining-related assets as being in a similar position to ourselves. We have tried to learn from other assets held through similarly positioned sanctions companies in Europe who've held Russian mining assets, and we've tried to work together with them to get a clearer picture as to how transactions can get done, when they can get done, and so on. We've had some useful assistance in relation to that, but they've also been caught in a situation where they have not been able to close transactions for reasons of change of value, change of various things that have made it incredibly difficult to get out. The question around Gladstone and the frozen 25% becomes a highly complicated one to address, and it's one that I think that we would have addressed had we had the ability to have more engagement with DFAT, where DFAT did not see us as the enemy. Unfortunately, through this whole process, DFAT has not been prepared to engage with us, and they have not been prepared to assist us in trying to find solutions. Yeah. I mean, that's really as much as I can say in relation to that. Allies in this process inside of Australia have been rather difficult. Thank you, Craig. I think that's a fairly clear and comprehensive response. Thank you very much. Now, I'm just looking over. I think that completes the Q&A part. Craig, no more questions have come in. Thank you for your presentation and for your responses on those questions. I'll now move to the next slide. We will now close the meeting. A reminder to shareholders is online voting for the resolution closes five minutes from now. Thank you all for attending and for the questions and attention. Thank you for the support, and we'll close the meeting at this point. Thank you all. Bye.
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