Notice of Annual General Meeting & Form of Proxy

Golden Prospect Precious Metals Ltd

31 May 2024

 

This document is important and requires your immediate attention. If you are in doubt as to any aspect of the proposals referred to in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor or other independent professional adviser. If you have recently sold or transferred all of your shares in Golden Prospect Precious Metals Limited, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Dear Shareholder

I am pleased to send you the notice of the 2024 Annual General Meeting ("AGM") of the members of Golden Prospect Precious Metals Limited (the "Company"), to be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL on 3 July 2024 at 10:00 BST. Explanatory notes on all resolutions accompany the notice of the AGM (the "Notice").

Re-Election of Directors

As in previous years, Messrs King and Ross, and I are offering ourselves for re-election in accordance with corporate governance best practice and the Articles of Incorporation of the Company (the "Articles").

Following her appointment on 10 May 2024, and with the support of the Board, Ms Monica Tepes is offering herself up for election in accordance with corporate governance best practice and the Articles.

Please note for your information that biographical details of all the Directors offering themselves for re-election are set out in the explanatory notes to the resolutions that follow this Notice.

Voting

The Board of Directors of the Company believe that the proposed resolutions set out in this Notice are in the best interests of the Company and its members as a whole.

If you would like to vote on the resolutions via proxy, please appoint a proxy by no later than 10:00 BST on 1 July 2024. A form of proxy accompanies the Notice.

All resolutions will be put to a poll in reflection of best practice and to ensure that all members have their votes taken into account proportionately to their shareholdings in the Company.

The results of the AGM will be announced to the market as soon as practicable after the conclusion of the AGM.

Should you wish to discuss anything ahead of the AGM, please see below contact details:

Yours faithfully

Toby Birch

Chairman

Email: [e-mail]

GOLDEN PROSPECT PRECIOUS METALS LIMITED

NOTICE OF ANNUAL GENERAL MEETING 2024

Notice is hereby given that the 2024 Annual General Meeting of the members of Golden Prospect Precious Metals Limited (the "Company") will be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL on 3 July 2024 at 10:00 BST to transact the business set out in the resolutions below.

ORDINARY RESOLUTIONS

1.       To receive the Company's Annual Report and Audited Financial Statements for the year-ended 31 December 2023.

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 Graeme Ross as a Director of the Company who retires by rotation in accordance with Article 21.3 of the Articles of Association of the Company.

5.       To re-elect Mr Robert King as a Director of the Company who retires by rotation in accordance with Article 21.3 of the Articles of Association of the Company.

6.       To re-elect Mr Toby Birch as Chairman of the Company who retires by rotation in accordance with Article 21.3 of the Articles of Association of the Company.

7.       To elect Ms Monica Tepes as a Director of the Company in accordance with Article 21.2 of the Articles of Association of the Company.

8.       To authorise the Company, 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 purchases of its own ordinary shares of £0.001 each ("Ordinary Shares"), such authorisation conditional upon the Ordinary Shares of the Company continuing to be admitted to listing on The International Stock Exchange ("TISE") and, with the exception of a tender offer or partial offer being made to all holders of Ordinary Shares on the same terms:

8.1  the maximum number of Ordinary Shares hereby authorised to be purchased shall be up to 14.99% of the Company's existing issued ordinary share capital;

8.2  the minimum price (exclusive of expenses) which may be paid for the Ordinary Shares to be £0.001 per Ordinary Share;

8.3  the maximum price (exclusive of expenses) payable by the Company for the Ordinary Shares to be 5% above the average of the closing middle market quotations (as derived from Bloomberg) of an Ordinary Share for the five (5) consecutive dealing days preceding the date on which the purchase is made;

8.4  the authority (unless previously renewed or revoked) will expire at the end of the annual general meeting of the Company to be held in 2024 or, if earlier, the date being eighteen months from the date of passing of this resolution;

8.5  the Company may make a contract to purchase its own Ordinary Shares under the 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 Ordinary Shares in pursuance of any such contract; and

8.6  the purchase price for any Ordinary Shares 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 Companies (Financial Assistance for Acquisition of Own Shares) Ordinance, 1998.

By order of the Board

On behalf of Apex Administration (Guernsey) Limited

Company Secretary

1 Royal Plaza

Royal Avenue

St Peter Port

Guernsey

GY1 2HL

EXPLANATORY NOTES - GENERAL

A member of the Company who is entitled to attend the AGM is entitled to appoint one or more proxies to attend, speak and vote in their place. A proxy does not need to be a member of the Company but must attend the AGM to represent you. 

Details of how to appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form.  If you wish your proxy to speak on your behalf at the AGM, you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.  A member may appoint more than one proxy to attend the AGM, provided that each proxy is appointed to exercise rights attached to different shares.

A form of proxy is enclosed which should be completed in accordance with the instructions.  To be valid this form of proxy and any power of attorney or of the authority under which it is executed (or a duly certified copy of such power of attorney) must be lodged Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY or by e-mail to [e-mail] - Alternatively, completed forms can be sent to the registered office of the Company c/o Apex Administration (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL.  All proxies must be received by no later than 10:00 BST on 1 July 2024, being 48 hours before the time appointed for the AGM.

CREST offers a proxy voting service of which the Company's Registrar, Computershare Investor Services (Guernsey) Limited are an agent.

Shareholders are advised that, upon receipt of their proxy form from the Company, if they wish to appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (ID 3RA50) two days prior to the date of the Company's AGM at the latest. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means.

CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST.

For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009.

Please note that the AGM will not be made available by way of publicly available real-time broadcast.

As at 30 May 2024 (being the last business day prior to the publication of the Notice), the Company's issued share capital consists of 85,503,021 Ordinary Shares, carrying one vote each. Therefore, the total number of voting rights in the Company as at 30 May 2024 is 85,503,021. There are currently no shares held in treasury by the Company.

EXPLANATORY NOTES - ORDINARY RESOLUTIONS 1 to 8

ORDINARY RESOLUTION 1 - The Company must present the Financial Statements for the year ended 2023 and the reports of the Directors and the Auditor to the AGM for approval.

ORDINARY RESOLUTION 2 - The auditor of a Company must be re-appointed at each general meeting where accounts are laid, to hold office until the conclusion of the next such general meeting.

ORDINARY RESOLUTION 3 - This resolution gives authority to the Board of Directors to determine the remuneration of the auditor.

ORDINARY RESOLUTIONS 4-6 - Messrs Birch, King, and Ross are retiring. They are offering themselves for re-election in accordance with Article 21.3 of the Articles. A brief biography for each of the Directors is set out on the next page.

ORDINARY RESOLUTION 7 - Ms Tepes is offering herself for election in accordance with Article 21.2 of the Articles. A brief biography for each of the Directors is set out on the next page.

ORDINARY RESOLUTION 8 - This resolution grants the Company authority to make market purchases of up to 14.99 per cent. of the Ordinary Shares in issue as at 30 May 2024 (being the last business day prior to the publication of the Notice). The Ordinary Shares bought back will either be cancelled or placed into treasury at the determination of the Directors.

The maximum price (exclusive of expenses) payable by the Company for the Ordinary Shares to be 5% above the average of the closing middle market quotations (as derived from Bloomberg) of an Ordinary Share for the five (5) consecutive dealing days preceding the date on which the purchase is made.

The minimum price which may be paid for each Ordinary Share is £0.001.

This authority shall expire at the next annual general meeting of the Company (or, if earlier, the date falling 18 months from the passing of this resolution), when a resolution to renew the authority will be proposed. The Company currently intends that any Ordinary Shares repurchased would be held in treasury, subject to applicable law and regulation.

An Ordinary Resolution is a resolution passed by a simple majority of Members.

DIRECTOR BIOGRAPHIES

Graeme Ross was educated at Perth Academy and Dundee College of Technology in Scotland and qualified as a Chartered Accountant with Arthur Young McClelland-Moores in 1984. He then moved to Jersey in the Channel Islands and spent two years with KPMG on financial services audits before joining the embryonic fund administration arm of Rawlinson & Hunter, Jersey in 1986. He was admitted to the Partnership of Rawlinson & Hunter, Jersey in 1995 and was the Managing Director of the fund administration division from then until his retiral at the end of 2016. Graeme has significant experience of the management, administration and oversight of all types of collective investment vehicles and has served as a Director on open ended, closed ended and limited partnership vehicles investing in a wide variety of asset classes and sectors including many listed funds. Graeme is a resident of Jersey. Graeme was appointed to the Board on 17 April 2018 as both a Director and Chairman of the Audit Committee.

Robert King is an independent non-executive Director for a number of open and closed-ended investment funds including one Specialist Fund Sector fund, Tufton Oceanic Assets Limited (Chairman). Before becoming an independent non-executive Director in 2011 he was a Director of Cannon Asset Management Limited and their associated companies. Prior to this he was a Director of Northern Trust International Fund Administration Services (Guernsey) Limited (formerly Guernsey International Fund Managers Limited) where he had worked from 1990 to 2007. He has been in the offshore finance industry since 1986. Rob is British and resident in Guernsey.

Toby Birch is an investment manager and prior to founding Guernsey Gold (which merged with Bullionrock in 2014) he was the senior investment manager at the local branch of Bank Julius Baer. He then worked for Blackfish Capital Exodus Fund, trading in precious metals and commodities. He was also a Director of the Blackfish-Investec Resources Special Situations Fund, investing in mining companies. Toby is a Chartered Wealth Manager and Fellow of the Chartered Institute for Securities and Investments. He is a regular speaker on the conference circuit covering financial megatrends, precious metals and monetary reform. He holds the HSK3 Intermediate level proficiency test in Mandarin.

Monica Tepes has 18 years' experience in Fund Research, spanning buy-side and sell-side, open-end and closed-end funds, across a wide range of asset classes and geographies. Her expertise expands into Investor Relations, Marketing and Product Development. Most recently she cofounded and built out finnCap's (now Cavendish) Investment Companies Team, as Head of Investment Companies Research. Previous to this she was Head of Investment Companies Research at Cantor Fitzgerald Europe and a no.1 Extel rated alternatives funds analyst. She started her career as a funds analyst at Killik & Co Wealth Managers. Monica sits on the AIC Statistics Committee, is a CFA charter holder and has a degree in Finance, Insurance, Banks and Capital Markets from the Academy of Economic Studies Bucharest.

GOLDEN PROSPECT PRECIOUS METALS LIMITED

FORM OF PROXY - ANNUAL GENERAL MEETING 2024

To be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL

 On 3 July 2024 at 10:00 BST and at any adjournment thereof

I/We…………………………………………………………………………………………………

(BLOCK LETTERS PLEASE)

of………………………………………………………………………………………………………

…………………………………………………………………………………………………………

being (a) member(s) of the above-named Company, hereby appoint the Chairman of the meeting/ or*

………………………………………………………………………………………………………………

as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL on 3 July 2024 at 10:00 BST and at any adjournment thereof.

* To allow effective constitution of the meeting, if it is apparent to the Chairman that no shareholders will be present other than by proxy, then the Chairman may appoint a substitute to act as proxy in his stead for any shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.  A proxy need not be a member of the Company.

I/We direct my/our proxy to vote as follows:

ORDINARY RESOLUTIONS	FOR	AGAINST	VOTE WITHHELD**
1.   To receive the Company's Annual Report and Audited Financial Statements for the year-ended 31 December 2023.
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 Graeme Ross as a Director of the Company who retires by rotation in accordance with Article 21.3 of the Articles of Association of the Company.
5.   To re-elect Mr Robert King as a Director of the Company who retires by rotation in accordance with Article 21.3 of the Articles of Association of the Company.
6.   To re-elect Mr Toby Birch as Chairman of the Company who retires by rotation in accordance with Article 21.3 of the Articles of Association of the Company.
7.   To elect Ms Monica Tepes as a Director of the Company in accordance with Article 21.2 of the Articles of Association of the Company.
8.   To authorise the Company, 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 purchases of its own ordinary shares of £0.001 each ("Ordinary Shares"), such authorisation conditional upon the Ordinary Shares of the Company continuing to be admitted to listing on The International Stock Exchange ("TISE") and, with the exception of a tender offer or partial offer being made to all holders of Ordinary Shares on the same terms: 8.1  The maximum number of Ordinary Shares hereby authorised to be purchased shall be up to 14.99% of the Company's existing issued ordinary share capital; 8.2  the minimum price (exclusive of expenses) which may be paid for the Ordinary Shares to be £0.001 per Ordinary Share; 8.3  the maximum price (exclusive of expenses) payable by the Company for the Ordinary Shares to be 5% above the average of the closing middle market quotations (as derived from Bloomberg) of an Ordinary Share for the five (5) consecutive dealing days preceding the date on which the purchase is made; 8.4  the authority (unless previously renewed or revoked) will expire at the end of the annual general meeting of the Company to be held in 2023 or, if earlier, the date being fifteen months from the date of passing of this resolution; 8.5  the Company may make a contract to purchase its own Ordinary Shares under the 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 Ordinary Shares in pursuance of any such contract; and 8.6  the purchase price for any Ordinary Shares 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 Companies (Financial Assistance for Acquisition of Own Shares) Ordinance, 1998.

Signed this                day of                                               2024

Signature 

[    ]   Please tick here to indicate that this proxy instruction is in addition to a previous       instruction. Otherwise it will overwrite any previous instruction given.

NOTES TO THE FORM OF PROXY:

(i)         Please indicate with an "X" in the appropriate box how you wish the proxy to vote.

(ii)         If no "X" is marked in any of the for/against/vote withheld boxes in respect of a resolution, the proxy will exercise their discretion as to how they vote or whether they withhold their vote. The proxy will also exercise their discretion as to how they vote or whether they withhold their vote on any business or resolution considered at the AGM other than the resolutions referred to in this form of proxy.

(iii)        In accordance with sections 222 and 223 of The Companies (Guernsey) Law 2008, you may appoint more than one person as your proxy to exercise all or any rights to attend and to speak and vote.

(iv)        **A vote withheld is not a vote in law and will not be counted in the calculation of the votes "For" and "Against" a resolution.

(v)        To be valid this form of proxy and any power of attorney or of the authority under which it is executed (or a duly certified copy of such power of attorney) must be lodged Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY, or by e-mail to [e-mail] - Alternatively, completed forms can be sent to the registered office of the Company c/o Apex Administration (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL.  All proxies must be received by no later than 10:00 BST on 1 July 2024, being 48 hours before the time appointed for the AGM.  Completing and returning this form of proxy will not prevent you from attending the meeting and voting in person if you so wish.

(vi)        In order to revoke a proxy instruction, a member will need to send a signed hard copy notice clearly stating their intention to revoke a proxy appointment, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, to the Company's Registrar to the contact details noted above.

(vii)       A form of proxy executed by a corporation must be either under its common seal or signed by an officer or attorney duly authorised by that corporation.

(viii)      In the case of joint holdings, the signature of the first named member on the Register of Members will be accepted to the exclusion of the votes of the other joint holders.

(ix)        Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two business days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

 

END