AIM Rule 26

The information in this section of the website is disclosed for the purposes of Rule 26 of the AIM Market of the London Stock Exchange plc.

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DESCRIPTION OF BUSINESS

Papua Mining is the ultimate holding company of a group of companies which hold six mineral Exploration Licences in Papua New Guinea all of which are on the island of New Britain.  The Group’s strategy is to explore for and, where the Directors believe that it is commercially feasible, develop deposits of gold and/or copper within the territory of PNG. It is the Group’s intention to conduct its activities in a professional and responsible manner, for the benefit of the Company’s shareholders, its employees and the national and local communities within which it operates.

BOARD OF DIRECTORS

Michael Gordon Jolliffe (Non-Executive Chairman)

Hugh Martin McCullough (Director)

Kieran Harrington (Director)

John Christopher Hutchinson (Non-Executive Director)

Michael Fitzroy Somerset-Leeke (Non-Executive Director)

Biographies for the directors can be found on the company website at www.papuamining.com/company/board-of-directors/

CORPORATE GOVERNANCE

The Board of Directors is committed to maintaining high standards of corporate governance and is accountable to the shareholders for the proper corporate governance of the group.  The UK Corporate Governance Code does not apply to AIM companies, and Papua Mining plc instead follows the principles of corporate governance set out in the QCA Guidelines.  Papua Mining plc operates within the mining sector in an effective and efficient way, with integrity and due regard for the interests of shareholders, and applies principles of general governance applicable to the size and stage of development of the Group.

- Audit Committee

The Audit Committee ensures the operation of good financial practices throughout the Group, ensures that controls are in place to protect the assets of the Group, reviews the integrity of financial information, reviews the interim and annual financial statements and reviews all aspects of the audit programme.  The audit committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors.

The Audit Committee is chaired by Mr. Michael Jolliffe and also comprises Mr. Michael Somerset-Leeke.

- Remuneration Committee

The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and for setting the remuneration packages of individual Executive Directors, and will meet at least twice per annum.   The remuneration committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The remuneration committee meets at least twice a year and as and when necessary. In exercising this role, the Directors shall have regard to the recommendations put forward in the Quoted Company Alliance Guidelines and, where appropriate, the Corporate Governance Code Guidelines.

The Remuneration Committee is chaired by Mr. Michael Jolliffe and also comprises Mr. Michael Somerset-Leeke.

COUNTRY OF INCORPORATION
England

MAIN COUNTRY OF OPERATION
Papua New Guinea
The Group holds mineral exploration licences in Papua New Guinea

CONSTITUTIONAL DOCUMENTS
The company’s  Articles of Association, Certificate of Incorporation and  Trading Certificate can be downloaded from the CONSTITUTIONAL DOCUMENTS page on the company website http://papuamining.com/investors/constitutional-documents/

AIM SECURITIES

Number in issue at 27 July 2017: 151,994,423 ordinary shares of £0.001 each
Percentage of ordinary shares not in public hands at 27 July 2017: 69.6%
Identity and percentage holdings of significant shareholders at 27 July 2017:
Number of Ordinary Shares % of issued share capital
Thalassa Holdings Limited 40,000,000 26.32
Michael Somerset-Leeke 37,991,102 25.00
Salida Capital (Europe) Limited   14,885,000  9.79
SouthPacific Mining Holdings Limited  11,384,621  7.49
Paul and Michelle Johnson 6,365,000  4.19
Nicholas Walley 5,087,800 3.32
Marnie Holdings Limited  4,850,000 3.19
Last updated 27 July 2017

There are no restrictions on the transfer of the Company’s AIM Securities. The Company has not applied for or agreed to have any of its securities admitted to or traded on any exchange or trading platform other than AIM.

 

Company press announcements can be found on the company website at www.papuamining.com/news-reports/company-announcements/

AIM ADMISSION DOCUMENT
The AIM Admission Document can be downloaded from this website using the link at the top of this page

TAKEOVER REGULATIONS

Since Papua Mining plc is incorporated in England and Wales, the Company is subject to the UK City Code on Takeovers and Mergers.

ANNUAL ACCOUNTS

The annual accounts published pursuant to Rule 19 since Admission and  the half yearly accounts published since the last published annual accounts pursuant to Rule 18, are to be found on the Company Reports page of the Company website.

KEY ADVISERS TO THE COMPANY
Details of the company Nomad and other key advisers are as follows:

Nominated Adviser and Broker
Cenkos Securities plc
,  66 Hanover Street,
 Edinburgh EH2 1EL
and
6.7.8 Tokenhouse Yard, 
 London EC2R 7AS

Solicitors to the Company as to English law
Fladgate LLP, 
 16 Great Queen Street,
 London WC2B 5DG

Solicitors to the Company as to Papua New Guinea Law
Niugini Legal Practice
,  Units 204, 205, 206, 
Level 2, Pacific View Apartments
 Pruth Street
,  2 Mile Hill, 
 National Capital District, 
 Papua New Guinea

Registrars
Computershare Investor Services plc
,  The Pavilions,
 Bridgwater Road
, Bristol BS99 6ZZ

Competent Person
CSA Global Pty Limited,
 3 Ord Street
,  West Perth,  
Australia WA 6005

 

COMPANY OFFICES
Registered office:

27/28 Eastcastle Street, London W1W 8DH
 

COMPANY SECRETARY

Cargil Management Services Limited

27/28 Eastcastle Street. London W1W 8DH