Notice of the 2025 Annual General Meeting of Ariana Resources PLC
Company Number: 05403426
The formal business of the Annual General Meeting (AGM) will only be to consider and vote upon the resolutions set out in the notice of the meeting.
SHAREHOLDERS WISHING TO VOTE ON ANY OF THE MATTERS OF BUSINESS ARE STRONGLY URGED TO DO SO THROUGH COMPLETION OF A FORM OF PROXY which must be completed and submitted in accordance with the instructions thereon. It is emphasised that any Forms of Proxy being returned via a postal service should be submitted as soon as possible to allow for any delays to or suspensions of postal services in the United Kingdom. Shareholders wishing to vote on any matters of business are strongly urged to do so through registering their proxy appointment and voting by proxy online and to appoint the Chairman of the Meeting as your proxy. This will enable the Chairman of the Meeting to vote on your behalf, and in accordance with your instructions, at the AGM. Lodging of a Proxy Form does not preclude a shareholder from attending in person and voting at the AGM.Further information on voting procedures follows the resolutions below. Queries regarding these procedures may be directed to the Company's registrars, Computershare Investor Services plc, The Pavilions, Bridgewater Road, Bristol BS99 6ZY (telephone number
+44 (0) 370 889 3196).
Notice of the 2025 Annual General Meeting of Ariana Resources PLC
Company Number: 05403426
Notice is hereby given that the 2025 Annual General Meeting of Ariana Resources PLC (the "Company") will be held at
the East India Club, 16 St James's Square, London, SW1Y 4LH on 9 July 2025 at 10:30 a.m. in order to consider and, if thought fit, pass Resolutions 1 to 6 as Ordinary Resolutions and Resolutions 7 to 10 as Special Resolutions:
Ordinary resolutions
To receive the Annual Report and Accounts for the year ended 31 December 2024.
To re-elect Michael de Villiers who is retiring pursuant to Article
41.1.3 of the Articles of Association as a Director of the Company.
To re-elect William Payne who is retiring pursuant to Article
41.1.3 of the Articles of Association as a Director of the Company.
To re-elect Michael Atkins who is retiring pursuant to Article
41.1.1 of the Articles of Association as a Director of the Company.
To re-appoint PKF Littlejohn LLP as auditors and to authorise the Directors to fix their remuneration.
That, the Directors be generally and unconditionally authorised to allot equity securities (within the meaning of section 560 of the Companies Act 2006 (the "2006 Act")) up to a maximum nominal amount of £1,000,000 comprising:
equity securities (as defined by section 560 of the 2006 Act) of ordinary shares of 0.1p each in the capital of the Company ("Ordinary Shares") up to an aggregate nominal amount of £500,000 in connection with an offer by way of a rights issue:
to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such
exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
in any other case, up to an aggregate nominal amount of £500,000.
The power granted by this Resolution shall, unless renewed, varied or revoked by the Company, expire on the date which is 15 months after the date on which this Resolution is passed
or, if earlier, the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired.
This Resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities
but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
Special resolutions
That, subject to the passing of Resolution 6, the Directors be given the general power to allot equity securities (as defined by section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by Resolution 6 or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:
the allotment of equity securities in connection with an offer by way of a rights issue:
to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
the allotment (otherwise than pursuant to paragraph 7a above) of equity securities up to an aggregate nominal amount of £750,000.
The power granted by this Resolution will, unless renewed, varied or revoked by the Company, expire at the conclusion of the next Annual General Meeting of the Company following the date of the passing of this Resolution or (if earlier) 15 months from the date of passing this Resolution, save that the Company may, before such expiry make offers or agreements 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.
This Resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1)
of the 2006 Act did not apply, but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.
That, the Company be authorised generally and unconditionally to make market purchases (within the meaning of section 693 of the 2006 Act) of Ordinary Shares of 0.1p each, provided that:
the maximum aggregate number of Ordinary Shares that may be purchased is 5% of the issued share capital of the Company as at the date of the market purchase;
the minimum price (excluding expenses) which may be paid for each ordinary share is 0.1p;
the maximum price (excluding expenses) which may be paid for each Ordinary Share is to be no higher than the
average mid-market closing price of an Ordinary Share in the Company on the day prior to the day the purchase is made;
the authority conferred by this Resolution shall expire at the conclusion of the Company's next Annual General Meeting save that the Company may, before the expiry of
the authority granted by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority; and
Directors may hold any such ordinary shares in Treasury and are then entitled to resell the same, satisfy the issue of new Ordinary Shares or cancel any such Ordinary Shares so acquired, as allowed by the 2006 Act
Special resolutions cont.
That, in addition to the authorities granted pursuant to Resolutions 6 and 7, the Directors be given the general power (i) to allot equity securities (as defined by section 560 of the 2006 Act) and (ii) to allot such securities for cash as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall:
be limited to an aggregate nominal amount of £750,000; and
be utilised solely in respect of a proposed fundraising to be undertaken in connection with the Company's proposed dual-listing of its securities on the Official List of ASX Limited ("ASX").
The power granted by this Resolution will, unless renewed, varied or revoked by the Company, expire at the conclusion of the next Annual General Meeting of the Company following the date of the passing of this Resolution or (if earlier) 15 months from the date of passing this Resolution, save that the Company may, before such expiry make offers or agreements 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.
That, the Articles of Association of the Company be amended such that they comply with the requirements of the Listing Rules of ASX and any other rules of ASX which are applicable at any time that the Company is admitted to the Official List of ASX by adding:
the two new articles to be numbered 62 and 63 immediately following the existing Article 61 of the Articles of Association of the Company as follows:
ASX LISTING RULES
Notwithstanding anything contained in these Articles if the ASX Listing Rules prohibit an act being done, the act shall not be done.
Nothing contained in these Articles prevents an act being done that the ASX Listing Rules require to be done.
If the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).
62.4 If the ASX Listing Rules require these Articles to contain a provision and it does not contain such a provision, these Articles are deemed to contain that provision.
62.5. If the ASX Listing Rules require these Articles not to contain a provision and it contains such a provision, these Articles are deemed not to contain that provision.
62.6 If any provision of these Articles is or becomes inconsistent with the ASX Listing Rules, these Articles are deemed not to contain that provision to the extent of the inconsistency.
RESTRICTED SECURITIES
If the Company is admitted to the Official List of ASX, the Company shall comply in all respects with the ASX Listing Rules with respect to Restricted Securities. Without limiting the generality of the above:
A holder of Restricted Securities must not Dispose of, or agree or ofler to Dispose of, the securities during
the escrow period applicable to those securities except as permitted by the ASX Listing Rules or ASX;
If the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept
on the Company's issuer sponsored subregister and are to have a Holding Lock applied for the duration of the escrow period applicable to those securities
The Company will refuse to acknowledge any Disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those securities except as permitted by the ASX Listing Rules or the ASX
63.4 A holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the escrow period
applicable to those securities except as permitted by the ASX Listing Rules or ASX; and
63.5. If the ASX Listing Rules require these Articles not to contain a provision and it contains such a provision, these Articles are deemed not to contain that provision.
62.6 If a holder of Restricted Securities breaches a Restriction Deed or a provision of these Articles restricting a Disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.
the following new definitions to Article 1.1 of the existing Articles of Association of the Company (to appear in alphabetical order):
"ASX" ASX Limited.
"ASX Listing Rules" the Listing Rules of ASX and any
other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
"Dispose" (where that term is capitalised) has the meaning given to it in the ASX Listing Rules and Disposal has the corresponding meaning.
"Holding Lock" has the meaning ascribed to it by the ASX Listing Rules.
"Restricted Securities" has the meaning ascribed to
it by the ASX Listing Rules.
"Restriction Deed" has the meaning ascribed to
it by the ASX Listing Rules.
By Order of the Board
Michael de Villiers
Chairman and Company Secretary
9 June 2025
Registered Office
2nd Floor, Regis House 45 King William Street London
EC4R 9AN
Notice of the 2025 Annual General Meeting of Ariana Resources PLC
Company Number: 05403426
Notes:
As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at
a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return the proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
You may not appoint more than one proxy to exercise rights attached to any one share.
To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolution. If you give no voting indication, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
To appoint a proxy you must ensure that the attached proxy form is completed, signed and sent to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 10:30 a.m. on 7 July 2025.
In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the Company.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. CREST members who wish
to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual available on the website of Euroclear UK and International Limited ("Euroclear") at www. euroclear.com. CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able
to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy
Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC. (ID number 3RA50).
You may not use any electronic address provided in the proxy form to communicate with the Company for any purposes other than those expressly stated.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the register of members in order to have the right to attend and vote at the Annual General Meeting is 6:00 p.m. on 7 July 2025, (being not more than 48 hours prior to the time fixed for the Meeting) or, if the Meeting is adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the Meeting.
As at 9 June 2025 (being the last practicable date prior to the publication of this Notice) the Company's issued ordinary share capital consists of 1,943,950,281 ordinary shares of 0.1p each, carrying one vote each. No shares are held in treasury. Therefore the total voting rights in the Company as at that date are 1,943,950,281.
A copy of the amended articles of association of the Company will be available for inspection at the annual general meeting and will be also be available on the Company's website https://arianaresources.com/ following publication of this notice of annual general meeting.