Biotron – Annual General Meeting (17/11/2025)
- On 17 November 2025, I (Tim Somerville) attended the Annual General (AGM) chaired by Michael Hoy. Please click here to see a summary of the proxies granted to me, and click here for a summary of the total proxies. Please click here to see the results of the AGM as claimed by the directors. It is clear that the shareholders’ wishes, as expressed in the proxies granted to me, would have prevailed if the directors had not issued 199,086,876 shares to “sophisticated investors” on 22 October 2025. I addressed the meeting, drawing attention to this blatant device for defeating the wishes of the shareholders. Michael Hoy tried to stop me presenting this information to the meeting, including ordering me not to leave where I was sitting, and interrupting me. In any case, with proxies from the new holders of almost 200 million shares, all of the wishes of those who had appointed me as their proxy were defeated. After the meeting, there was a vigourous debate where outraged shareholders questioned Michael Hoy and Peter Nightingale, the former company secretary. Both I and others continually asked why the issue of the 200 million shares occur before the meeting, rather than at the time of the meeting. No straight answer was ever given, other than to indicate that the company needed the money. Obviously, that does not explain why that share issue could not await the AGM. Michael Hoy indicated that the issue of the 200 million shares was part of the arrangement with SedRX. I asked whether those shares were issued to SedRX, to which he cryptically replied that they were not at first, but that changed. In summary, in the face of a tsunami of shareholder discontent which would have introduced new life into the Board of Directors, a mysterious arrangement was entered into providing the chairman with proxies to defeat the wishes of those shareholders.
The ASX required that the deal with SedRX be approved by the shareholders. It is breathtaking that the directors chose to issue shares to entities apparently connected with SedRX before the meeting so that, in effect, SedRX controlled Biotron’s approval of its agreement with them.