Capital (LSE:CAPD) — Annual General Meeting

0:00 Good morning, ladies and gentlemen. The CAPITAL LIMITED Annual General Meeting. Throughout today's recorded meeting, attendees online will be in listen only mode. I'd now like to hand over to Executive Chairman, Jamie Boynton. Good morning. Good morning. Thank you very much, and welcome everyone to the CAPITAL LIMITED annual general meeting.

0:19 Dialling in today from our office in Perth and joining me on today's, in today's meeting in in London. We've got, Catherine Appthorpe, our company secretary, and Catherine will run through the resolutions as part of the meeting. We've got Rick Robson, our group CFO, Connor Rowley, the head of our corporate development, and two of our independent UK based directors have joined us today, specifically Graham Dakom, who's on screen, who's the chair of our audit committee, and Michael Rawlinson, our senior independent director who's also based in The UK. I'll kick off, with a brief, overview of the business, a little bit of a trading update before handing over to Catherine to go through the resolutions.

1:09 Again, just by way of background, introduce CAPITAL to those that aren't familiar with the company. We are a multi disciplined service provider to exploration and mining companies across Africa, The Middle East and North America. We have three principal operating businesses, specifically CAPITAL Drilling, CAPITAL Mining and MSA Labs. CAPITAL Drilling offers a full range of drilling services from exploration through to mine site production. We have a fleet of 135 rigs making us in the top five global providers of drilling service providers with a substantial presence in Africa, The Middle East, and more recently in North America, specifically Nevada.

1:56 CAPITAL MINING is a niche provider of earthmoving services. We have in our tenure completed two two major contracts, one Sakari Gold mine, another at the Bollinger iron ore operation, and we're currently operating at the Rico Dick mine in Pakistan. MSA Labs is a laboratory, geochem laboratory business operating across Africa, The Middle East and North America. We've got just shy of 35 laboratories up and running and are the largest provider of the CRISPR technology globally through our network. And then in, we also have an investment arm, where we invest in early stage, typically early stage, exploration and in some occasions mining investments.

2:49 We call that capital investments. And we also have capital innovation, which we use as an incubator to bring technology into our service businesses. The CHRISOS that I briefly mentioned is one example where we were a market leader in bringing that technology into into the market. It's now being widely adopted in the mining industry. And we have other initiatives such as our well force geophysical survey business and our investment in eco detection which is a water testing business. So they're the pillars of the business. I'm gonna take the opportunity obviously, we've had a few quite substantial changes in management over the last six months and we provided updates to the market, the most recent being our q one trading update. And given, we have had some volatility, in our share price as we've implemented these changes, I thought today would be a good opportunity to provide a brief update of some of the major, topics facing the business at the moment.

3:56 So as I go through them, our drilling business, is continuing to perform well. What we've seen in, the last last couple of months is an improving productivity across that business and improving our pool profile. And we're continuing to have utilization in the in in the low to mid 70%, and our target range for utilization is 75%. So the drilling business is is is performing well and has shown some signs of improvement in in recent, recent months. We obviously, profit warned. There's no other way to say that with respect to our performance around our Nevada drilling contract. We have made some pretty substantial management changes there in in recent times including appointing a new general manager to our US drilling operations, a long term capital employee.

4:52 We've also initiated a number of cost saving initiatives which are beginning to bear fruit. And most encouragingly is that we've seen quite a quite a material increase in productivity in our drilling operations in in Nevada, again over the past couple of months, particularly since we've made these management changes. So whilst there's still work to do, to optimize that that contract, which is a substantial one for CAPITAL and it's the beachhead for our entry into The US market, we certainly feel quite pleased that we're making progress, in the last couple of months. We've listed a number of contract wins. I won't go through them all, but there have been quite a few in 2025.

5:37 I would also say that we're at quite advanced stages on a number of other opportunities. I'll give a brief comment on the market shortly, but certainly there is a lot of opportunity present in front of us for our drilling business.

5:53 Moving on to our other operating businesses, MSA Labs, we obviously released in April q one revenue, was up 38% year on year. Look, the lab business is actually surprising us on the upside in the last couple of months. Utilization has been increasing. The business, which was a loss maker last year, has inflected into profitability in the last couple of months. We have seen a steady increase in our volumes going through our flagship lab in Nevada gold mines. We've commissioned a new lab at Fairbanks in Alaska and that's already trended up well over 80% utilization. We are currently installing another lab in our facility in Elko in Nevada, another CRISOS unit.

6:41 And our laboratory in Saudi Arabia has recently started receiving samples and again is performing well. So really pleased with the progress with MSA Labs and it's quite a distinct improvement in performance from this time last year. The Rico Dick mining contract is obviously our most significant recent announcement in terms of contract win. Pleased to report that that is performing very well. The the equipment is going in in three tranches. The first tranche was the Gabon Fleet, is in the picture there on the right. That fleet is now on-site. It's fully deployed and it commenced activities in April. The second tranche which is coming out of Egypt has arrived in country and that is being transported to site imminently with the third tranche to follow later.

7:33 We've onboarded over a 100 new employees, identified another 250 that will be onboarded. We're doing a lot of local hiring, highly analogous to the process that we went through when we started the Sukari Earthmoving contract. We've employed a lot of people locally. Training is going well, and really pleased with the pace at which we've executed here and the professionalism that the team have displayed. General market conditions, Obviously, gold price is extremely elevated. Capital raisings are elevated and have been accelerating particularly on the ASX and more recently the TSX.

8:20 We make the point in this announcement about gold financings being up 87%. And I think that that the reason we single out that subcomponent of total capital raising activity is because for the drilling business globally, that's about 50% of the drilling industry's revenue comes from the gold sector. So these are extremely supportive market conditions. And when you look at some of our other presentations, our more detailed ones around the annual results presentations. We're still operating in an expiration cycle and a capital expenditure cycle where both of those numbers are around 50% lower than their prior peaks, which was back in 2011. So we're operating in a market with extremely positive momentum in terms of commodity prices and capital raisings, yet that spending, we're we're really just starting to see the uptick in that spending, which obviously flows through to service providers. So it really is a highly encouraging demand backdrop for our for our company.

9:28 Outlook and guidance. We're not changing any of our outlook and guidance that we previously gave to the market, but I am today confident in saying that for our group revenue where we guided 300 to 320 and MSA specifically 50 to 60,000,000. Certainly, the trend we're seeing is at the moment is is May leading me to be confident that we'll be moving toward the top end of those guidance ranges. And CAPITAL, are trending toward the bottom end of our CAPITAL guidance. So again, pretty pleased with where the business is at the moment. We're having improved performance and expecting a very strong second half of the year. On that note, I'll hand it over to you, Catherine, for the resolutions, please.

10:17 Thanks Jamie. Good morning everyone. Now turning to the formal business of the meeting, the registrar has confirmed that a shareholders quorum is present for the meeting to proceed.

10:27 This meeting has been convened to consider 13 ordinary resolutions and two special resolutions. Resolutions fourteen and fifteen are special resolutions, which require 75% or more of the votes cast for the motion to be carried. All other resolutions are ordinary resolutions and will be passed if more than 50% of the votes are cast in favor. The business of the meeting is confined to the consideration of the resolutions contained in the notice of the meeting dated 04/22/2025. If there are no objections, I propose taking the notice as read. It is intended that voting on all resolutions at this meeting will be conducted on a poll rather than a show of hands. A poll reflects the number of voting rights exercisable by each shareholder, and so the board considers it to be more democratic method of voting.

11:13 A poll also ensures that the votes of shareholders who have appointed proxies are taken into account in the final voting results. I hereby call a poll in respect of all the resolutions. As it would take some time to complete the poll procedure, the final results of the voting, including proxy votes on the resolutions, will be announced through our regulatory information service and published on our website as soon as reasonably practicable. When you registered your attendance, you've been given a poll card which shareholders, proxies, and corporate representatives should complete and sign as indicated. Shareholders are presented with three options for each resolution. You can vote for the proposed resolution against the proposed resolution, or you may withhold your vote.

11:56 A vote withheld is not a voting law, which means that will not be counted in a calculation of votes for or against the resolution matter which is put before the meeting. I should mention that for those shareholders who have already lodged a proxy form, you do not need to complete a poll card unless you want to change your vote. Please complete your poll card by marking with an x the appropriate box next to the relevant resolution depending on how you wish to cast your vote. Please then sign the poll card and hand it to me at the end of the meeting. Should you require any further assistance, I will be happy to assist you. We will now proceed to vote on the resolutions, which I will formally propose to the meeting.

12:43 The full text of each of the resolutions is set out in the notice of the meeting. The first resolution as set out in the notice is an ordinary resolution to receive and adopt the financial statements of the company for the year ended 12/31/2024 together with the reports of the directors and the auditors. I now propose that the financial statements together with reports and directors and auditors be received and adopted. Will you please vote now? I declare the poll closed. The second resolution is an ordinary resolution to receive and approve the director's remuneration report for the year ended 12/31/2024. I now propose the director's remuneration report for the year ended 12/31/2024 be received and approved.

13:33 Will you please vote now? I declare the poll closed. The third resolution is an ordinary resolution to approve the director's remuneration policy as contained in the '24 annual report. I now propose that the director's remuneration policy be approved. Will you please vote now? I declare the poll closed. Resolutions four to 10 are ordinary resolutions to reelect each director of the company being Cassie Boggs, Jamie Boynton, Graham Dakom, Alex Davidson, Anu Dear, Michael Rawlinson, and Brian Rudd. I now separately propose each of the resolutions four to 10 to reelect each of the directors just named. Will you please vote on each resolution now?

14:26 I declare the poll closed. Resolution 11. The eleventh resolution is an ordinary resolution to reappoint BDO as auditor of the company. I now propose that BDO be reappointed as auditor. Will you please vote now? I declare the poll closed. The twelfth resolution is an ordinary resolution to authorize the directors to agree the auditors' remuneration. I now propose that the directors be authorized to agree the auditors remuneration. Will you please vote now? I declare the poll closed. Resolution 13 is seeking to grant authority to allot and issue common shares up to 33% of the existing share capital, the full wording of which is set out in the notice of AGN. I now propose that this resolution is passed. Will you please vote now?

15:21 I declare the poll closed. Resolution 14 is a special resolution relating to authorizing the board of directors to issue shares for cash without the shares first being offered to existing shareholders in proportion to their existing holdings, provided that such issue does not exceed 10% of the existing issued share capital of the company. The full wording of this resolution is set out in the notice of AGM. I now propose this resolution is passed. Will you please vote now? I declare the floor closed. The fifteenth resolution is a special resolution to authorize the directors of the company to make market purchases of up to a maximum of 19,672,227 common shares of the company, the full details of which are set out in the notice.

16:07 I now propose this resolution be passed. Will you please vote now? I declare the poll closed. We will make an announcement of all final results of the meeting to the market through our regulatory information service and posted on our website as soon as practicable. I will now pass over to Connor and Jamie for any questions, any q and a. Thanks, Catherine. Jamie, there's just two questions on the platform. So the first one, could you talk to the management and board stock ownership in the company and whether there are any planned transactions in the in near term? Management and board, well, I'm myself and Brian Rudd are two of the well, are the two original founders of the company.

17:05 We continue to have, I think in my case, about 11% of the ordinaries, and I think Brian is about 6% of the ordinaries. Most of our directors hold equity in the company, and you might have seen when when we had a sell down recently, myself, Graham Dake, and and Michael Rawlinson purchased shares in the company. So we are very aligned as shareholders in the performance of the business. I can't speak to future purchases, but that is our current our current positions. Thanks, Jamie. And there's just one more regarding our investment on.

17:53 It's obviously been very Africa focused. The question is given we are expansion into The US, have we looked at any opportunities for investments in that in that region? The answer is yes. We have. In fact, I'm looking at one at the moment in North America. We've had quite a handful, that have been presented to us. The CAPITAL DI brand in Africa is actually quite prominent now. So we are seeing a lot of opportunities being presented to us in Africa specifically. But to answer the question, we are now starting to be showing some opportunities in North America. Thanks, Jamie. That is the last question on the platform. So with that, I'll draw the meeting to close.

18:44 Everyone enjoy. We'll see you soon in our trading update with Gavin and June. Thanks very much. Thank you. Thank you.