Cobra Resources PlcLSE: COBR

Notice of General Meeting

Feb 19, 2025 at 10:46 AM UTC · Issued by Cobra Resources Plc

Watch Cobra Resources explain itCOBRA RESOURCES PLC (COBR) — Company Update: Boland Ionic Rare Earth Project and Manna Hill Copper Project · Replay · Nov 27, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this circular you should consult your stockbroker, bank manager, solicitor, accountant or other ﬁnancial adviser, or any other person authorised under FSMA who specialises in advising on the acquisition of shares and other securities or if you are not in the United Kingdom, you should immediately consult another appropriately authorised independent professional adviser.

Capitalised terms used in this circular, including capitalised, technical, and other terms, are deﬁned in the section of this circular headed "Deﬁnitions".

If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares, please send this circular and the Form of Proxy, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred part only of your holding of Existing Ordinary Shares, please retain the circular and the Form of Proxy and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

Certain information in relation to the Company has been incorporated by reference into this circular. You should refer to Part III of this circular headed "Additional Information".

The Placing does not constitute an offer to the public. The Company will separately issue an approved prospectus under section 85 of FSMA to facilitate the Admission. Accordingly, this circular does not constitute a prospectus within the meaning of section 85 of FSMA, has not been drawn up in accordance with the Prospectus Regulation Rules and has not been reviewed or approved by or ﬁled with the FCA, the London Stock Exchange or any other authority or regulatory body.

This circular does not constitute an offer of transferable securities to the public within the meaning of FSMA or otherwise and has not been approved for the purposes of section 21 of FSMA.

A prospective investor should be aware of the risks of investing in the Company and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent ﬁnancial adviser. The London Stock Exchange has not itself examined or approved the contents of this circular. Neither the London Stock Exchange nor the FCA have examined or approved the contents of this circular.

COBRA RESOURCES PLC

(Incorporated and registered in England and Wales with registered number 11170056)

Authorities to issue shares, Rule 9 Waiver

and

Notice of General Meeting

This circular should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out in this circular which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

Notice of a General Meeting of the Company to be held at the ofﬁces of Orrick, Herrington & Sutcliffe (UK) LLP at 107 Cheapside, London EC2V 6DN at 9.00 a.m. on 4 March 2025 is set out in Part IV of this circular. A Form of Proxy for use at the General Meeting is enclosed with this circular and should be returned as soon as possible and in any event so as to be received by the Registrars, MUFG Corporate Markets by not later than 9.00 a.m. on 28 February 2025. The completion and returning of the Form of Proxy will not prevent a Shareholder from attending and voting in person at the General Meeting, should they so wish.

Cairn, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Rule 9 Waiver Resolution and will not regard any other person as its client in relation to the Rule 9 Waiver Resolution and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cairn or its afﬁliates, nor for providing advice in relation to the Rule 9 Waiver Resolution or any other matter or arrangement referred to in this circular.

The release, publication or distribution of this circular and/or the Form of Proxy in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this circular comes should inform themselves about and observe any applicable restrictions or requirements. No action has been taken by the Company that would permit possession or distribution of this circular and/or the Form of Proxy in any jurisdiction where action for that purpose is required. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

Neither this circular nor the Form of Proxy constitutes, or forms part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the United States. The Company's securities have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

Shareholders outside the United Kingdom and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this circular to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.

Unless, and to the extent, otherwise stated, the contents of the Company's website past or present (https://cobraplc.com), or any other website accessible via hyperlinks from such website, are not incorporated into, and do not form part of, this circular.

No person has been authorised to give any information or make any representations other than the information contained in this circular and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. Neither the delivery of this circular nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in affairs of the Company since the date of this circular or that the information in this circular is correct at any time subsequent to its date.

CONTENTS

	Page
DIRECTORS, SECRETARY AND ADVISERS	3
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
STATISTICS	5
DEFINITIONS	6
PART I - LETTER FROM THE CHAIRMAN OF COBRA RESOURCES PLC	11
PART II - TAKEOVER CODE DISCLOSURES RELATING
TO THE CONCERT PARTY, INTERESTS, DEALING AND ARRANGEMENTS	19
PART III - ADDITIONAL INFORMATION	34
PART IV - NOTICE OF GENERAL MEETING	40

DIRECTORS, SECRETARY AND ADVISERS
Directors	Gregory (Greg) George Hancock (Non-ExecutiveChairman)
	Rupert Tolmer Verco (Chief Executive Ofﬁcer)
	David Brian Clarke (Executive Director of Business Development &
	Asset Marketing)
	Daniel John Shilton Maling (Non-ExecutiveDirector)
Company Secretary	Ben Hodges
Registered Ofﬁce and	9th Floor
business address	107 Cheapside
	London EC2V 6DN
	United Kingdom
Rule 3 Adviser under	Cairn Financial Advisers LLP
the Takeover Code	9th Floor
	107 Cheapside
	London EC2V 6DN
	United Kingdom
Solicitors to the Company	Orrick, Herrington & Sutcliffe (UK) LLP
	107 Cheapside
	London EC2V 6DN
	United Kingdom
Joint Brokers	SI Capital Ltd
	46 Bridge Street
	Godalming
	Surrey GU7 1HL
	United Kingdom
	Global Investment Strategy UK Limited
	200 Aldersgate Street
	London EC1A 4HD
	United Kingdom
Registrars to the Company	MUFG Corporate Markets
	Central Square
	29 Wellington Street
	Leeds LS1 4DL
	United Kingdom

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Posting of this circular and the Form of Proxy	17 February 2025
Latest time and date for receipt of Forms of Proxy for the General Meeting	9.00 a.m. on
	28 February 2025
General Meeting	9.00 a.m. on
	4 March 2025
Result of the General Meeting announced	4 March 2025

Admission of the Placing Shares and the Fee Shares is expected to take place shortly after the passing of the Resolutions (and subject to the passing of those Resolutions); the Company expects to make a further announcement concerning the date of Admission immediately following the holding of the General Meeting.

Notes:

Each of the times and dates set out in the above timetable and mentioned in this circular are subject to change by the Company, in which event details of the new times and dates will be notiﬁed by an announcement through a Regulatory Information Service.
References to times in this circular are to London times unless otherwise stated.

STATISTICS

Number of Existing Ordinary Shares as at the Latest Practicable Date	799,871,460
Number of Tranche 2 Placing Shares	7,992,438
Number of Tranche 2 Conditional Placing Shares	66,521,740
Total number of Placing Shares	74,514,178
Number of Corresponding Warrants to be issued in connection with the Placing	36,170,132
Number of Fee Shares	3,478,261
Placing Price per Ordinary Share	1.15 pence
Enlarged Issued Share Capital	877,863,899
Placing Shares and Fee Shares as a percentage of the Enlarged Issued Share Capital	8.88 per cent.
Corresponding Warrants as a percentage of the Enlarged Issued Share Capital	4.12 per cent.
Expected gross proceeds of the Placing (including the GIS Fee Shares)	£856,913
Estimated net proceeds of the Placing (including the GIS Fee Shares)	£721,500

DEFINITIONS

The following deﬁnitions apply throughout this circular unless the context otherwise requires:

£, pence or p	pounds sterling, the legal currency of the United Kingdom
2025 Prospectus	the prospectus to be issued by the Company in due course which
	will, if approved, enable Admission
A$	Australian Dollars, the legal currency of Australia
Act	the Companies Act 2006
Admission	the admission of the Placing Shares and the Fee Shares to listing
	on the equity shares (transition) category of the Ofﬁcial List and to
	trading on the Main Market
Articles	the articles of association of the Company
Board or Directors	the board of directors of the Company
Boland Project	the Company's ionic rare earth mineralisation project at the Boland
	palaeo-channel prospect in South Australia
Business Day	any day (excluding Saturdays and Sundays) on which banks are
	open in London for normal banking business and the London Stock
	Exchange is open for trading
Cairn	Cairn Financial Advisers LLP, Rule 3 adviser to the Company under
	the Takeover Code
this circular	this circular dated 17 February 2025
Company or Cobra	Cobra Resources plc, a company incorporated in England and
	Wales with registered number 11170056 and having its registered
	ofﬁce at 9th Floor, 107 Cheapside, London EC2V 6DN
	United Kingdom
Concert Party	the concert party of the Company from time to time currently
	comprising the Former Lady Alice Unitholders and others as set out
	in paragraph 2 of Part II headed "Takeover Code Disclosures
	Relating to the Concert Party, Interests, Dealings and Arrangements"
	of this circular
Corresponding Warrants	the 36,170,132 warrants to be issued in connection with the Placing
	(save in respect of the GIS Fee Shares which will not be entitled to
	such warrants), each entitling the holder to subscribe for one new
	Ordinary Share at a price of 2.3p per Ordinary Share for a period of
	two years from the date of issue
CREST	the relevant system (as deﬁned in the CREST Regulations) in respect
	of which Euroclear is the Operator (as deﬁned in the CREST
	Regulations)
CREST Manual	the compendium of documents entitled "CREST Manual" issued by
	Euroclear from time to time and comprising the CREST Reference
	Manual, the CREST Central Counterparty Service Manual, the
	CREST International Manual, the CREST Rules (including CREST
	Rule 8), the CCSS Operations Manual and the CREST Glossary
	of Terms
	6

CREST member	a person who has been admitted by Euroclear as a system member
	(as deﬁned in the CREST Regulations)
CREST participant	a person who is, in relation to CREST, a system participant
	(as deﬁned in the CREST Regulations)
CREST Proxy Instruction	the appropriate CREST message made to appoint a proxy, properly
	authenticated in accordance with Euroclear's speciﬁcations
CREST Regulations	the Uncertiﬁcated Securities Regulations 2001
CREST sponsor	a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member	a CREST member admitted to CREST as a sponsored member
Enlarged Issued Share Capital	the issued ordinary share capital of the Company immediately
	following Admission (comprising the Existing Ordinary Shares the
	Placing Shares and the Fee Shares) and assuming that no options,
	warrants or other rights to subscribe for Ordinary Shares are
	exercised
Euroclear	Euroclear UK & International Limited, a company incorporated in
	England and Wales, being the operator of CREST
Existing Concert Party Options	the 5,000,000 options held by David Clarke, a member of the
	Concert Party, as at the Latest Practicable Date split as to:
	3,000,000 options with an exercise price of 2p, expiring on 14 July
	2025; and 2,000,000 options with an exercise price of 3p, expiring
	on 14 July 2025.

Existing Concert Party Warrants the 65,600,001 warrants held by members of the Concert Party as at the Latest Practicable Date split as to: 5,000,001 placing warrants with an exercise price of 3p, expiring on 26 October 2025; 38,600,000 placing warrants with an exercise price of 2p, expiring on 21 November 2026; and 22,000,000 placing warrants with an

	exercise price of 2p, expiring on 16 January 2027.
Existing Ordinary Shares	the 799,871,460 Ordinary Shares in issue as at the Latest
	Practicable Date
FCA	UK Financial Conduct Authority acting in its capacity as the
	competent authority under Part VI of FSMA
Fee Shares	3,478,261 new Ordinary Shares to be issued, at the Placing Price,
	to certain Directors and consultants in lieu of cash in settlement of
	fees payable, such issue being conditional on Shareholder approval
	of the Resolutions 1, 2 and 3 at the General Meeting and upon the
	publication of the 2025 Prospectus
Form of Proxy	the form of proxy accompanying this circular relating to the General
	Meeting
Former Lady Alice Unitholders	the former holders of units in the Lady Alice Trust, the shareholder
	of Lady Alice Mines Pty Ltd prior to the Lady Alice Acquisition, being
	entities and trusts associated with or otherwise connected with
	David Clarke, Mutual Trust and Craig Peter Ball and Suzanne
	Katherine Ball.
FSMA	the UK Financial Services and Markets Act 2000
	7

General Meeting	the general meeting of Shareholders, notice of which is set out in
	Part IV of this circular, and including any adjournment(s) thereof
GIS Fee Shares	the 2,173,913 Tranche 2 Placing Shares to be issued, at the Placing
	Price, to Global Investment Strategy UK Limited in lieu of fees and
	which are not entitled to Corresponding Warrants
Group	the Company and its subsidiaries, from time to time
IA Guidelines	the Investment Association's Guidelines for Investee Companies
Independent Directors	the Directors excluding David Clarke
Independent Shareholders	the Shareholders excluding the members of the Concert Party
ISR	in situ recovery
January 2020 Re-admission	as a result of the Lady Alice Acquisition being deemed a Reverse
	Takeover (as deﬁned in the UKLRs), following the publication of an
	FCA-approved prospectus, the share capital of the Company was
	readmitted to the Ofﬁcial List and to trading on the Main Market on
	12 January 2020
January 2024 Prospectus	the prospectus published by the Company dated 16 January 2024
JORC	Australasian Code for Reporting of Exploration Results, Mineral
	Resources and Ore Reserves 2012
Lady Alice Acquisition	the acquisition of the Lady Alice Mines by the Company pursuant to
	the Lady Alice Acquisition Agreement
Lady Alice Acquisition Agreement	the acquisition agreement between the Company and the
	shareholders of Lady Alice Mines Ltd and the Former Lady Alice
	Unitholders dated 7 March 2019, pursuant to which the Company
	acquired the Lady Alice Mines, which completed on 28 March 2020
Lady Alice Mines	Lady Alice Mines Pty Ltd together with the Lady Alice Trust.
Lady Alice Trust	the Lady Alice Mines Unit Trust
Lady Alice Shareholders	shareholders of the Lady Alice Mines Ltd
Latest Practicable Date	14 February 2025, being the latest practicable date prior to
	publication of this circular
London Stock Exchange	London Stock Exchange plc
Main Market	the main market for listed securities of the London Stock Exchange
MRE	mineral resource estimate
Mutual Trust	Mutual Trust Pty Ltd
Nortrust Nominees	Nortrust Nominees Pty Ltd
Notice of General Meeting	the notice of the General Meeting, set out in Part IV of this circular
Nurragi Investments	Nurragi Investments Pty Ltd
Ofﬁcial List	the ofﬁcial list maintained by the FCA
	8

Ordinary Shares	ordinary shares of nominal value 1 pence each in the capital of the
	Company
Participant ID	the identiﬁcation code or membership number used in CREST to
	identify a particular CREST member or other CREST participant
Penn Nominees	Penn Nominees Pty Ltd
Placees	certain of the Concert Party members and other investors, in their
	capacities as Placees
Placing	the placing of the Tranche 2 Placing Shares and the Tranche 2
	Conditional Placing Shares at the Placing Price to the Placees
Placing Price	1.15 pence per Placing Share
Placing Shares	together the Tranche 2 Placing Shares and the Tranche 2 Conditional
	Placing Shares
Prince Alfred Licence	South Australian Exploration Licence Number 6016 over the Prince
	Alfred mine, a formerly producing copper mine and surrounding area
Prospectus Regulation Rules	the rules and regulations made by the FCA under Part VI of FSMA
PRRs	the prospectus regulation rules of the FCA made in accordance with
	section 73A of FSMA
Registrars	MUFG Corporate Markets, Central Square, 29 Wellington Street,
	Leeds, LS1 4DL United Kingdom
Regulatory Information Service	has the meaning given in the UKLRs
Resolutions	the resolutions to be proposed at the General Meeting, which are
	set out in full in the Notice of General Meeting set out in Part IV of
	this circular
Rule 9	Rule 9 of the Takeover Code
Rule 9 Waiver	the waiver of the obligations of the Concert Party to make a general
	offer for the Company under Rule 9 of the Takeover Code which may
	otherwise arise as a consequence of the issue of the Tranche 2
	Conditional Placing Shares and the exercise of the respective
	Corresponding Warrants, granted by the Panel, conditional upon
	approval of the Independent Shareholders voting on a poll, further
	details of which are set out in Part II headed "Takeover Code
	Disclosures Relating to the Concert Party, Interests, Dealings and
	Arrangements" of this circular
Rule 9 Waiver Resolution	means the resolution of Independent Shareholders to approve the
	Rule 9 Waiver described in Part II headed "Takeover Code
	Disclosures Relating to the Concert Party, Interests, Dealings and
	Arrangements" of this circular
Securities Act	U.S. Securities Act of 1933, as amended
Shareholders	holders of Ordinary Shares
Springton Trust	a discretionary trust of which David Clarke is, amongst others,
	deemed to be the beneﬁciary
	9

Takeover Code	the UK City Code on Takeovers and Mergers
TC Development Corporation	TC Development Corporation Pty Ltd
Tranche 1 Placing Shares	the 73,311,910 Ordinary Shares which were admitted to the Ofﬁcial
	List and to trading on the Main Market on 2 December 2024
	pursuant to a placing, as announced on 26 November 2024
Tranche 1 Placing Warrants	the 36,655,955 warrants issued in connection with the Tranche 1
	Placing Shares, as announced on 26 November 2024, each entitling
	the holder to subscribe for one new Ordinary Share at a price of 2.3p
	per Ordinary Share for a period of two years from the date of issue
Tranche 2 Conditional Placing	66,521,740 new Ordinary Shares and Corresponding Warrants, as
Shares	announced on 26 November 2024, to be issued and allotted to the
	Concert Party pursuant to the Placing at the Placing Price and which
	is conditional, inter alia on the approval of the Rule 9 Waiver
	Resolution by Independent Shareholders on a poll and upon the
	publication of the 2025 Prospectus
Tranche 2 Placing Shares	7,992,438 new Ordinary Shares and Corresponding Warrants, as
	announced on 26 November 2024, to be issued and allotted to
	Placees pursuant to the Placing at the Placing Price and which is
	conditional on Shareholder approval of Resolutions 1, 2 and 3 at the
	General Meeting and upon the publication of the 2025 Prospectus
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
UKLRs	the UK listing rules made by the FCA under section 73A of FSMA
Wudinna Agreement	an agreement dated 30 October 2017 between the Lady Alice Trust
	and Andromeda Metals Limited pertaining to the Wudinna Gold and
	Rare Earth Project which entitled the Lady Alice Trust to earn a
	75 per cent. equity interest over the Wudinna Gold and Rare Earth
	Project
Wudinna Gold and Rare Earth	ﬁve tenements for exploration near Wudinna in South Australia
Project	containing gold resources and perspective for precious and base
	metals

For the purpose of this circular, "subsidiary" and "subsidiary undertaking" have the meanings given by the Act, references to a "company" shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.

All references to legislation or regulation in this circular are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation in this circular shall include any amendment, modiﬁcation, supplement, re-enactment, or extension thereof.

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