Capital (LSE:CAPD) — General Meeting

0:00 Good morning, and welcome to the CAPITAL LIMITED general meeting. Throughout this recorded meeting, attendees will be in listen only mode. Questions are encouraged and could be submitted at any time via the q and a tab situated on the right hand corner of your screen. Simply type in your questions and press send. I'd now like to hand you over to executive chairman, Jamie Boynton. Good morning, sir. Good morning. Yep. My name is Jamie Boynton. I'm executive chair of the comp of CAPITAL LIMITED, and I'd just like to, on well, on behalf of myself and the board of directors, welcome, you all to our general meeting. The purpose of this meeting today is to consider and if thought fit to approve, resolutions that relate to the issue of the second tranche of shares under the placing, recently announced by the company.

0:46 The registrar has confirmed that a shareholders quorum, is present for the meeting to proceed, and therefore, I declare the meeting open. What I'll do just very briefly is talk to a number of the slides that we used in the raising process and the raising presentations. And then I'll hand over to Catherine Kossek to go through the resolutions and there'll be a Q and A as well. So just briefly going through the slides as discussed. Just starting with an overview of CAPITAL again for those that may not be familiar with us. An integrated services provider to exploration and mining companies in Africa, The Middle East, and North America.

1:34 We have three principal operating divisions. Our drilling business, which runs a fleet of a 135 rigs, the largest in Africa and The Middle East, and we do everything from exploration drilling through to delineation, underground grade control, and blast hole. Excuse me. CAPITAL MINING, which is our earthmoving business, which is currently active at the Rikadik site in Pakistan, a niche provider of earthmoving services we've performed now. We're on a fourth contract all within the Africa Middle East region. MSA Labs, it's a integrated geochem laboratory business with 26 laboratories, across, Africa, Middle East, and North America. Quite a strong presence in in both Canada and The US.

2:30 CAPITAL INVESTMENT is obviously our direct investment arm, which has been performing particularly well of late. And finally, our innovation, initiative where we, trial and bring, into our business, into our operations innovative technologies that actually improve our performance and in some cases, make direct investments in in those companies. The the operations map, I I won't dwell on this too much. 3,000 employees globally. Obviously, we've got corporate presence in in London and and in Perth and Mauritius, and a spread of operations across Africa, Middle East, and North America. We're we're sharing this slide today, which is the shareholder overview, which which incorporates tranche two that we're voting on today.

3:24 As you can see that look, won't read the numbers, but the enlarged share capital taken to about 220,000,000 shares on issue. What I would say is that we had extremely positive and strong support from almost every one of our major shareholders, either following their money or in some cases increasing their exposure to the company. So it's very pleasing. The the capital raising was oversubscribed. We obviously raised 40,000,000 US dollars at £1 o seven, and just very, very pleasing to get such strong support from a very high quality register that we've got. The rationale behind the raise was was quite straightforward.

4:12 I think everyone would be acutely aware of the very strong commodity prices that we operate in. We made the point that, for the service providers, the two major commodities are copper and gold and for drilling businesses in general, which is still, as we look into next year, 60 odd percent of our revenue, the principal commodity exposure is gold. And obviously, we're we're enjoying, very robust commodity prices, but we're also seeing, unprecedented levels of capital markets activity. A lot of capital raising, some records being set on the ASX for the resources sector. So, you know, we're we're seeing these the the the perfect conditions, for an increase in demand in services. And we did a a forum with the investment company couple of months ago. I think I was in Dubai at the time. And we made reference to the fact that this demand demand we're seeing all the signs of demand increasing.

5:16 But whilst we've been in a very supportive backdrop for for a couple of years now, the the demand surge is really only just starting to to come through now. And couple of months later, we've come to market to to raise money because of the opportunities that we see in front of us. We also talked, quite extensively to these two slides. And, you know, the I think particularly referencing well, both of them tell the same thematic, you know. When we had first, IPO ed the company was 2010, and we did it with an extremely strong demand backdrop at the time, and the company needed some some balance sheet, extra balance sheet capacity to to capitalize on the opportunities that were in front of us. And again, whilst we've had supportive market conditions for quite a few years now, you can see that the industry spend on exploration and industry spend on on CapEx is still well below previous peak cycle levels.

6:14 And that's despite gold price, again, our principal commodity being at all time highs. So we certainly anticipate and we're seeing in our tendering pipeline a significant increase in activity. And and again, we we move to capitalize on that for the number of opportunities that get that that are in in our pipeline. The other point we made quite strongly is that in the previous peak cycle, we saw a significant increase in the lead times key equipment items. And across drilling rigs in the previous cycle, we were purely a drilling company and we saw lead times on some of the larger drilling equipment extend out to at at its worst eighteen months.

6:59 And at the time, a lot of, narrative within the industry, about the shortage of, for example, tires for trucks. And as we're seeing the demand pick up at the moment, we're starting to see lead times on, some of the specialized and generic lab equipment starting to extend. We're starting to see lead times on drill rigs extend, and we're starting to see the the the equipment market for the HME, the yellow kit equipments to tighten up. So, you know, again, we took a view that not only are we close to some opportunities, but we also need the flexibility to be able to move on the equipment market. And as such, we initiated the capital raising. The investment case for the business, I think, remains very robust. I think it's worth pointing out that third quarter, of this year, was was a record quarter for us.

7:56 We we're expecting very strong earnings momentum into 2026. Obviously, we've had, depressed EPS this year and a tale of two halves. And second half is gonna be significantly stronger than the first half, and and we've already reported a record third quarter in terms of revenue. The outlook for next year, very positive, and we think, a number of very strong years ahead of us supported by the macro environment. I'll now hand over to Catherine for the resolutions. Thanks, Jamie. Morning, everyone. The notice of the general meeting was dated and circulated to shareholders on the 11/24/2025. If there are no objections, I propose taking the notice as read. Turning to the formal business of the meeting.

8:44 This meeting has been convened to consider one ordinary resolution and two special resolutions. Resolution one is an ordinary resolution and will be passed if more than 50% of the votes are cast in favor. Resolution resolutions two and three are special resolutions, which require 75 or more of the votes cast for the motion to be carried. 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 considers it it to be more democratic method of voting. 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 will take some time to complete the poll procedure, the final results of the voting, including the proxy votes on the resolutions, will be announced through our regulatory information service and published on our website as soon as reasonably practicable.

9:43 When you registered your attendance, you will have 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. A vote withheld is not a voting law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote or abstain from voting as he or she thinks fit in relation to any other 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.

10:35 Please then sign the poll card and hand it to me as company secretary at the end of the meeting. Should you require any further assistance, I will be happy to assist you. The resolutions are as follows. Resolution one. The first resolution is set out in the notice of the general meeting is an ordinary resolution for the purposes of bylaw 6.1 of the company's bylaws In addition to any existing authority granted under bylaw 6.1 to allot and issue the tranche to placing shares as defined in the notice of general meeting to to generally and unconditionally authorize the directors to allot and issue common shares and and to make offers or agreements to allot and issue common shares in the company or grant rights to subscribe for or to convert any security into common shares or any other shares in the company up to a prescribed amount being an aggregate nominal amount of $890, representing approximately 4.53% of the existing issued share capsule of the company as of the date of notice.

11:36 Resolution two. The second resolution is a special resolution that's subject to the passing of resolution one for the purposes of bylaw six point three point two of the company's bylaws in addition to any existing authority granted under bylaw six point three point two and in order to allot and issue the tranche to placing shares on a non preemptive basis to generally empower the directors to allot and issue equity securities for cash pursuant to the authority conferred by resolution one, free from any right preemption in favor of existing holders of common shares provided that this power shall be limited to the allotment of equity securities up to a preemption free amount being an aggregate normal nominal amount of $890 representing approximately 4.53% of the existing share capital of the company as of the date of the notice.

12:28 Resolution three. The third resolution is a special resolution for the purposes of bylaw six point three point two of the company's bylaws in addition to any other authority granted by under bylaw six point three point two to generally empower the directors to allot and issue equity securities for cash pursuant to any existing authority granted under bylaw 6.1 from time to time, free from any right of preemption in favor of existing holders of common shares, provided that this parish shall be limited to the allotment of equity securities up to a preemption free amount being an aggregate nominal amount of $2,000,253, representing approximately 10% of the issued share capital of the company immediately following the issue of tranche two placing care.

13:15 I would now like to propose that the resolutions are set up in the notice of the meeting be put to a poll. I will close the poll in one minute. Everyone done? The poll's now closed. We will make an announcement of all final results of the meeting to the markets through our regulatory information service and post it on our website as soon as practicable. Ladies and gentlemen, that concludes the voting and formal business of the meeting. I will now pass you back to Jamie, our exec chair. Very good. Thank you, Catherine. Ryan, I'm going to hand over to you for any q and a. Thanks.

14:02 Sure. We've had a few questions come in. So the first question is, did any other directors other than yourself participate in the raise? And why did you not offer a follow on offer for private holders? I am the only director that participated in the raising, although I should note that all I think all of our directors and I our shareholders, and I'm certainly aware that two of our directors, including the head of our audit and our senior independent director, both London based, have purchased shares this year. As for the follow on offer, I might defer that question to Rick, our CFO, if I could.

14:53 I guess, like, retail. Yeah. So during the process, our marketing focused on honoring self soft preemptions. But I think given the size of the raise versus the market cap, we didn't think a rights issue raise was warranted. And I think important to note, as Jamie's already indicated, that that we had very strong support from our institutional shareholder base. Demand level there was very high, and that allowed us to price at a pretty tight discount. And I think, look, there's a supportive share price since is indicative of a well considered deal structure. Thanks, Rick and Jamie.

15:40 One last question. So did CAPITAL consider selling any of the equity holdings such as we are instead of raising equity? The market doesn't seem to give us much credit for the strategic equity portfolio. We did. Obviously, we're always assessing how we allocate the capital within the business. We were very mindful of the and this sort of interrelates to the second part of the question, the market whether the market's giving us credit or not. But, you know, our five year five to six year track record look. The operating business has performed extremely well and generated a return of capital of about 21%. It's a it's a good performance, a very good performance.

16:25 However, the capital that we've allocated to, our direct investment strategies generated a return of just over 60%. So, you know, we're looking at this as capital allocators, which we do. We took the view that, liquidating one of our core positions when when we see significant upside in that position was not the prudent course of action. So that they therefore, we made the decision. As for the market not giving us credit for the the strategic equity portfolio, I had argued they should. I'd argue, you know, our track record has been exceptional. I'd I'd you know, it's and it's been sustained over a number of years. I mean, clearly, we've been helped by the gold price.

17:13 But, you know, beyond the gold price, we've actually been instrumental in creating companies, bringing industry specialists together, and discovering across multiple companies 10,000,000 ounces in six years. It's more than a speculative investment fund. This is a real project generator, and the market you know, look whether the market gives us credit in due in due time, I would certainly hope they will, given we we we've found sustainable proper, businesses. Hope that answers the question. Thanks, Jamie. Those are all the questions we have today. So I'll hand back over to you for closing remarks. Okay. Well, for the closing remarks, again, thank you for everyone for dialing in. I'd like to thank the shareholders that participated.

18:05 Very pleased to see the the the endorsement for for tranche two, and we look forward to a very good, 2026 and beyond. And thanks for everyone's time. That's great. Thank you for updating attendees today. On behalf of the management team of CAPITAL LIMITED, we'd like to thank you for attending today's general meeting, and good morning to you all.