Last checked at 14 Jun 2007 07:01
KRYSO RESOURCES PLC (the "Company")
NOTICE IS HEREBY given that the annual general meeting of the Company will be held at Speechly Bircham LLP, 6 St Andrew Street, London EC4A 3LX on 6 July 2007 at 3:30 pm for the following purposes:
Ordinary Business
To consider and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1 To receive and adopt the Company's annual accounts for the financial year ended 31 December 2006 together with the last directors' report and auditors' report on those accounts.
2 To reappoint Craig Brown who retires by rotation.
3 To reappoint Abuali Ismatov who retires by rotation.
4 To reappoint CLB Littlejohn Frazer as auditors, to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company, at a remuneration to be determined by the directors.
Special Business
To consider and, if thought fit, pass the following resolutions, of which resolution 5 will be proposed as an ordinary resolution and resolutions 6, 7 and 8 will be proposed as special resolutions.
5 THAT the directors be and they are generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (the "Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal amount of ‚£3350,000 provided that this authority is for a period expiring at the Company's next Annual General Meeting but the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is in substitution for all subsisting authorities, to the extent unused
6 THAT the grant to Great Basin Gold Ltd ("GBG") of warrants to subscribe for up to 5,000,000 ordinary shares of 1p each in the capital of the Company at an exercise price of 15p, pursuant to the terms of a share and warrant purchase agreement dated 18 December 2006 between (1) the Company and (2) GBG, such warrants to be exercisable for a period of 24 months from the date of their grant (the "Warrants") and any shares issued to GBG pursuant to the Warrants being subject to a restriction on resale by GBG for a period of 12 months from the date of their issue, be approved.
7 THAT subject to the passing of the resolutions 5 and 6 the directors be and they are empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94(2) of the Act) wholly for cash pursuant to the authority conferred by the previous resolution as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange;
(b) to an aggregate nominal amount of ‚£350,000 in respect of the issue of any shares pursuant to the exercise of any Warrants by GBG; and
(c) otherwise than pursuant to sub-paragraphs (a) and (b) above to an aggregate nominal amount of ‚£3300,000,
and shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
8 THAT:
(a) the Company may send or supply any document or information that is required or authorised to be sent or supplied by the Company:
(i) under the Companies Acts (as defined in section 2 of the Companies Act 2006); or
(ii) pursuant to the Company's articles of association; or
(iii) pursuant to any other rules or regulations to which the Company may be subject,
by making it available on a website;
(b) the relevant provisions of the Companies Act 2006, which apply when documents sent under the Companies Acts are made available on a website, shall also apply, with any necessary changes, when any document or information is sent or supplied under the Company's articles of association or other rules or regulations to which the Company may be subject from time to time; and
(c) this resolution shall supersede any provision of the Company's articles of association to the extent that it is inconsistent with this resolution.
By order of the BoardVassilios CarellasManaging DirectorRegistered Office:Unit 3H, Cooper House2 Michael RoadLondon SW6 2ADNOTES:
1 A member to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy (or proxies) to attend and, on a poll, to vote in his place. A proxy need not be a member of the Company.
2 A form of proxy is enclosed. To be effective, it must be deposited at the office of the Company's registrars so as to be received not later than 48 hours before the time appointed for holding the annual general meeting. Completion of the proxy does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.
3 The register of interests of the directors and their families in the share capital of the Company and copies of contracts of service of directors with the Company or with any of its subsidiary undertakings will be available for inspection at the registered office of the Company during normal business hours (Saturdays and public holidays excepted) from the date of this notice until the conclusion of the AGM.
4 In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company's register of members not later than 3:30 pm on 4 July 2007 or, if the meeting is adjourned, shareholders entered on the Company's register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.
For further information, please contact:
Vassilios Carellas/Craig Brown, Kryso Resources plc.Tel: 020 7371 0600Brett Miller, Ruegg & Co Ltd.Tel: 020 7584 3663Richard Hail, Fox-Davies Capital Limited.Tel: 020 7936 5200
Stephen Clayson/Ron Marshman/John Greenhalgh, City of London PR Limited. Tel: 020 7628 5518
KRYSO RESOURCES PLC