RE: AGM 23rd January19 Aug 2023 15:24
Caracal Gold plc has the authority to allot an aggregate nominal amount of £1,650,000 (from Ordinary Resolution 9) and an additional amount of up to £1,500,000 (from Special Resolution 10) for a total potential allotment of £3,150,000. This is subject to the specific conditions and purposes outlined in the resolutions.
Therefore the draft prospectus included a proposed issue of upto £3.1m worth of shares.
Companies act 2006
Resolutions of Caracal gold plc
(the "company")
Monday 23rd January 2023 the following resolutions were duly passed as ordinary and special resolutions.
Ordinary resolution 9
That, in substitution for any existing authority, but without prejudice to the exercise of any such authorisation prior to the date of this resolution, the Directors of the Company be and they are hereby generally and unconditionally authorised, in accordance with Section 551 of the Companies act 2006 ('the Act'), to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ( together being ' relevant securities'), up to an aggregate nominal amount of £1,650,00, such authorisation to expire on the earlier of 15 months from the date of this resolution is passed and conclusion of the next annual general meeting of the Company, unless previously revoked, varied or renewed by the Company in general meeting, save that the Company may, at any time prior to the expiry of such authorisation, make an offer or enter into an agreement which would or might require relevant securities to be allotted or granted after the expiry of such authority and the Directors of the Company may allot or grant relevant securities in pursuance of such an offer of agreement as if such authorisation had not expired.
Special Resolution 10
That, subject to passing of resolution 9 above, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date of this resolution, the Directors of the Company be and thry are hereby generally empowered, in accordance with Sections 580 and 573 of the Act, to allot equity securities (as defined in Section 560 of the Act) either pursuant to the authorisation under Section 551 of the Act conferred on the Directors of the Company by such resolution numbered 9, or by way of a sale of treasury shares, in each case for cash, as if Section 561 (1) of the Actdid not apply to any such allotment :
(i) £150,000 in respect of Deferred Consideration Shares ( as defined in the Company's prospectus dated 19 July 2021);
(ii) other than pursuant to sub-paragraph (iii) below, upto an aggregate nominal amount of £1,500,000; or
(iii) in connection with an offer of equity securities open for acceptance for a period fixed by the Directors of the Company to the holders of ordinary shares in the share capital of the Company on a fixed record date in proportion (or as near as practicable) to their respective holdings
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