Troy Resources NL

Troy Resources NL

November 08, 2009 22:34 ET

Troy Resources Update

Shareholder EGM Withdrawn

PERTH, WESTERN AUSTRALIA--(Marketwire - Nov. 8, 2009) - Troy Resources NL ("Troy") (TSX:TRY)(ASX:TRY) -


Dear Fellow Shareholder,

As announced on 3 November 2009, I am pleased to advise shareholders that the requisition for an Extraordinary General Meeting planned for 16 November 2009 has been withdrawn.

This development follows the conclusion of discussions with Warrigal Pty Ltd, a company associated with Mr John Jones, a Non-Executive Director of the Company. As a consequence, the EGM has now been cancelled.

As a result of the discussions with Warrigal, a number of changes will be made to the Board of Directors at the Annual General Meeting of shareholders set down for 27 November 2009.

Mr Alan Naylor, the founder of Troy, has advised the Company that he will not seek re-election at the AGM and will retire from the Board after 25 years of service as a Director.

Dr Denis Clarke, who has been a Director of Troy for 10 years, has advised the Board that to facilitate the agreement with Warrigal he will resign as a Director and leave the Board at the AGM.

On behalf of all shareholders, the Board acknowledges and thanks Mr Naylor and Dr Clarke for their outstanding contributions to the Company over an extended period.

Mr Robin Parish, a 5% beneficial shareholder in Troy, will be appointed to the Board and Mr Paul Benson will step down as a Director but will remain as the Company's Chief Executive Officer.

In addition, Mr Jones has confirmed that he will support my re-election as a Director at the upcoming AGM.

I am pleased that we have been able to resolve the issues raised by Warrigal. All parties are committed to a strategy which delivers the best outcome for all Troy shareholders.

Annual General Meeting

As a consequence of the cancellation of the EGM, shareholders should note that three of the resolutions set down for decision at the AGM on 27 November are now redundant. These are Resolution 3 (re-election of Mr P Alan K Naylor), Resolution 4 (re-election of Dr Denis E Clarke) and Resolution 6 (re-election of Mr Ken K Nilsson). These three resolutions will not be put to the AGM.

The remaining resolutions, Resolutions 1, 2, 5 and 7, require your attention. Resolution 1 relates to the adoption of the remuneration report and Resolution 7 relates to the adoption of a new Constitution of the Company. The Board unanimously recommends that Shareholders vote in favour of Resolution 1 and Resolution 7.

Resolution 2 relates to my re-election as a director and Resolution 5 relates to the re-election of Mr John LC Jones as a director. The Directors (other than the Director who is the subject of the relevant resolution) recommend that Shareholders vote in favour of the re-election of these individuals as directors.

If you are not able to attend the AGM in person in Perth please record your vote on the proxy form you will have received with the notice of meeting and ensure it is received by Computershare Investor Services by 11.00am (Australian Western Standard Time) on Wednesday 25 November 2009.

Casposo Financing

On 29 October the Company announced a fully underwritten one for six entitlement offer to Troy shareholders to raise A$24.9m. All of the proceeds of this offer will be applied to the construction of the Company's new Casposo gold-silver mine in Argentina.

A letter advising details of the Entitlement Issue was mailed to shareholders on 5 November and the formal offer documents will be mailed to shareholders on 17 November 2009.

I am also pleased to advise that following the recent call on the Company's partly-paid shares, 4,857,211 shares were converted to fully paid shares (99.5% take up) to raise A$1.94m. The small balance of 8,834 partly paid shares which were not converted will be auctioned as previously advised.

Management estimates that a further A$15-20m remains to be raised to complete construction at Casposo. The Board continues to evaluate the best way to finalise project funding.

Casposo Construction

Although still at an early stage, construction at Casposo is on budget and on schedule to achieve first gold production in the September quarter 2010. Recent photographs of construction progress at Casposo may be found in the Company's Annual report and on the Company's website (

If you have any questions please do not hesitate to contact me on or visit the Company's website for further information.

Yours sincerely,

John Dow, Non-Executive Chairman

ABN 33 006 243 750

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