Notice of AGM

RNS Number : 5588F

Golden Prospect Precious Metals Ltd

27 April 2011

 



NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Fourth Annual General Meeting of Members of Golden Prospect Precious Metals Limited (the "Company") will be held at Legis House, 11 New Street, St Peter Port, Guernsey on Friday 3^rd June 2011 at 11.00 a.m. (UK Time) to transact the business set out in the Resolutions below. Resolutions 1 to 5 (inclusive) will be proposed as Ordinary Resolutions.

RESOLUTIONS

1.   To receive the Company's Annual Report and Audited Financial Statements for the year ended 31 December 2010.

2.   To re-appoint BDO Limited as auditor to the Company until the conclusion of the next general meeting at which accounts are laid before the Company.

3.   To authorise the Directors of the Company to determine the remuneration of the auditor.

4.   To re-elect Mr Malcolm Burne as a Director of the Company in accordance with Article 19.3 of the Articles of Association of the Company.

5.   To approve that conditional upon the Ordinary Shares of the Company continuing to be traded on the main market of the London Stock Exchange, the Company be authorised in accordance with Article 4.8 of the Articles of Association of the Company and The Companies (Guernsey) Law, 2008, as amended, (the "Law") to make market acquisitions of its own shares provided that unless a tender offer is made to all holders of Ordinary Shares:-

5.1. the maximum number of Shares hereby authorised to be purchased shall be less than 15% of the Company's issued share capital;

5.2. the minimum price (exclusive of expenses) which may be paid for the Shares is £0.01 per Share;

5.3. the maximum price (exclusive of expenses) payable by the Company which may be paid for the Shares shall be 5% above the average of the middle market quotations taken from the AIM appendix to the London Stock Exchange Daily Official List on each of the five business days before the purchase is made;

5.4. the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the annual general meeting of the Company to be held in 2012 or, if earlier, the date falling eighteen months from the date of passing of these resolutions;

5.5. the Company may make a contract to purchase its own shares under that authority hereby conferred prior to the expiry of such authority which will or may be executed or wholly or partly executed after the expiry of such authority, and may make a purchase of its own shares in pursuance of any such contract; and,

5.6. the purchase price may be paid by the Company out of distributable profits or out of capital and share premium or otherwise to the fullest extent permitted by the Ordinance.

NOTICE OF ANNUAL GENERAL MEETING continued

Note to Shareholders

On 14 April 2011, pursuant to Resolution 8.2 passed by Members at the Annual General Meeting held on 4 June 2010, the Board of Golden Prospect Precious Metals Limited approved an increase in Directors' fees to £16,000 per annum for each Director, effective from 1 January 2011.

By order of the Board

Legis Fund Services Limited

11 New Street

St Peter Port

Guernsey

GY1 2PF

14 April 2010

NOTES

1.     Members entitled to attend and vote at the Meeting are entitled to appoint one or more proxies to attend, speak and vote instead of him or her, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such member. A proxy need not be a member of the Company. A form or proxy accompanies this notice. Completion and return of the form of proxy will not preclude members from attending or voting at the Meeting, if they so wish. The fact that members may have completed forms of proxy will not prevent them from attending and voting at the Meeting in person should they afterwards decide to do so.

2.     To be valid, the form of proxy, together with the power of attorney or the authority, if any, under which it is executed (or a notarially certified copy of such power of attorney) must be deposited with Capita Registrars PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time for holding the Meeting or adjourned Meeting or the taking of a poll at which the person named in the instrument proposes to vote.

3.     A member must first have his or her name entered on the register of members not later than 11:00 a.m. on 1 June 2011. If the Meeting is adjourned, members entered on the register not later than 48 hours before the time fixed for the adjourned Meeting shall be entitled to attend and vote at the Meeting. Changes to entries in the register after that time shall be disregarded in determining the rights of any holders to attend and vote at the Meeting.

4.   If you do not intend to attend the meeting please complete and return the form of proxy as soon as possible.

FORM OF PROXY

For use at the fourth annual general meeting of Golden Prospect Precious Metals Limited (the "Company") to be held on Friday 3 June 2011 at 11.00 a.m.

I/We (block capitals please)______________________________________________________

of (address) __________________________________________________________________

____________________________________________________________________________

being (a) member(s) of the Company appoint the Chairman of the meeting or (see note 1)_____

____________________________________________________________________________

as my/our proxy and, on a poll, to vote for me/us on my/our behalf at the Fourth Annual General Meeting of the Company to be held at Legis House, 11 New Street, St Peter Port, Guernsey on Friday 3 June 2011 at 11.00 a.m. and any adjournment thereof.

Please indicate with an 'X' in the spaces provided how you wish your votes to be cast on the resolutions specified.

RESOLUTIONS

	For	Against	Abstain
1.   To receive the Company's Annual Report and Audited Financial Statements for the year ended 31 December 2010.
2.   To re-appoint BDO Limited as auditor to the Company until the conclusion of the next general meeting at which accounts are laid before the Company.
3.   To authorise the Directors of the Company to determine the remuneration of the auditor.
4.   To re-elect Mr Malcolm Burne as a Director of the Company in accordance with Article 19.3 of the Articles of Association of the Company.
5.   To approve that conditional upon the Ordinary Shares of the Company remaining trading on the main market of the London Stock Exchange, the Company be authorised in accordance with The Companies (Guernsey) Law, 2008, as amended, (the "Law") to make market acquisitions of its own shares provided that unless a tender offer is made to all holders of Ordinary Shares:- 5.1. the maximum number of Shares hereby authorised to be purchased shall be less than 15% of the Company's issued share capital; 5.2. the minimum price (exclusive of expenses) which may be paid for the Shares is £0.01 per Share; 5.3. the maximum price (exclusive of expenses) payable by the Company which may be paid for the Shares shall be 5% above the average of the middle market quotations taken from the AIM appendix to the London Stock Exchange Daily Official List on each of the five business days before the purchase is made; 5.4. the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the annual general meeting of the Company to be held in 2012 or, if earlier, the date falling eighteen months from the date of passing of these resolutions; 5.5. the Company may make a contract to purchase its own shares under that authority hereby conferred prior to the expiry of such authority which will or may be executed or wholly or partly executed after the expiry of such authority, and may make a purchase of its own shares in pursuance of any such contract; and, 5.6. the purchase price may be paid by the Company out of distributable profits or out of capital and share premium or otherwise to the fullest extent permitted by the Ordinance.

Subject to any voting instructions so given the proxy will vote, or may abstain from voting, on any resolution as he/she may think fit.

Signature_____________________________________________________________________

Dated this ___________________________day of_______________________________ 2011

NOTES

1.      If you so desire you may delete the words "Chairman of the meeting" and insert the name of your own choice of proxy, who need not be a member of the Company. Please initial such alteration.

2.      A corporation must execute the proxy under its common seal or under the hand of an officer or attorney duly authorised.

3.      In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated. Joint holders are not permitted to vote independently of each other and most vote as one.

4.      To appoint more than one proxy to vote in relation to different shares within your holding, you may photocopy this form. Please indicate on each copy of the form the proxy's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the appointment of a proxy is one of multiple appointments being made. All such forms should be signed and returned together in the same envelope. Appointing a proxy shall not preclude a member from attending and voting in person at the meeting.

5.      If this form is returned without indication as to how the person appointed proxy shall vote, he will exercise his discretion as to how he votes or whether he abstains from voting.

6.      To be valid, this form of proxy, duly executed together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must be deposited at Capita Registrars PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time for holding the meeting or adjourned meeting or the taking of a poll at which the person named in the instrument proposes to vote.

7.      No member shall be entitled to be present or take part in any proceedings or vote either personally or by proxy at any meeting unless all calls due from him have been paid.

 

END

 

 

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