And ventures plc-2025 agm resolutions

RC. 250346

GOLO A UENTURES PLC.

8 S l'Jtily 2D25

RESOLUTIONS PASSED IT THE 20*HAGM HELD ON 30'H JUNE 2025

At the 20" Annual General Meeting (AGM) of Japaul Gold and Ventures Plc. held virtually on Monday, the 30" of June. 2025 at 10.aiñ, the following resolutions wete proposed and:duly passed:

a.. Approved the Statement of Financial Position of the Company as at 31't December 2024 together with the Consolidated Statement of Comprehensive Income for the year ended 2024 together with the Reports or Directors, Auditors and Audit Committee thereon.

'b.

Appointed Mr. David Dawson, Engineer Francis Akeng and Mr. Segun Oloketuyi as Non-Executive Directors.

Re- elected Mr. Olusola Oke as a Director.

1. Mr Onome Okodiya's re-election as a Director was stepped down on gmunds of his resignation from the Board.

2. Appointed the Audit Firm of SIAO Profess:tonal Services as. External Auditors and authorized the Directors to fix their Remuneration.

   Elected the..following shareholder representatives to the StatutoJ Audit.Comm:ittee:
   
   

   1. Mr. Adio 0Ianluwa Simeon

11. Mr. AgboolaQlawole Musa ltl. Mr. Eric AkinnifesiAkinduro

Whi'lst the Board nominated the following Directors as their representatives in the Statutory

Audit Committee:

1. Mr. Olusola Oke

II. Engineer Francis Peng.

Approved the remuneration of the NoNExecutive Directors.

h. The Managers remuneration was disclosed in compliance with the provisions .of CAM A:2020.

MZñD 0PF•SCE:3APAUL HOLBE, Pbt 8,. Dr..Nurudeen OlowDpopo Aven'ue, Ikela Ceribal Busiress Dbtñct (CBD), Alausa, Ikeja, Nigeria

&&&i +234 816 234 1358 Tai/Shri 084-238034 K•4MoB:'info@japauiqteup com wYrw.japat1igtDup•£nm

The folowingspecial Business were also ap'proved:

That the Share Capital of the.Company .be and is hereby increased from 14,000,000,000 (Fourtee n Billion) Ordinary Shares to 100,000.000,000 (One Hundred Bi(lion) Ordinary and/or Preference Shares.

ii. That the Company be and is hereby authorized to raise additional Fquity Capital up to N500,000,000,000 (Five Hundreld Billion Naira) for the development of Gold Mines and Acquisitions.

That the Board of Directors of the Company be and is hereby authorized to establish a capital raising program in the Nigerian or International capital market up to the authorized capital of the Company, through the issuance of Ordinary or Preference Shares whether by way of Rights Issue, Public Offer, Private .Placement or any other method or combination of methods through Book building or Offer of Subscription and/or other Securities at such time for such Consideration and upon such Terms and Conditions as the Directors may deem fit.

That in the event of a Rights Issue, any Shares not taken up by existing Shareholders within the period stipulated under the Rights l!ssue may be offrred for sale to. other interested Shareholders of the Company on such terms. and conditions as may be determined by the Directors subject to the approval of the relevant regulatory authorities.

That, in mising Equity Capital. the Company is hereby authorized to carry out Share Reconstruction and that the Share Capital of the Company will thereafter refleGt the total Units of the, reconsmieted Shares.

Vl:.

That the Directors be and are hereby authorized to do all things necessary and incidental to the achievement and fulfillment of the above Resolutions including amending the Memorandum and Articles of Association of tile Company.

vii.. That the Company Secretary be and is hereby authorized to file the requisite documents at the required Regulatory Bodies in validation of these Resolutions.

Michael Edeko Esq.

COMPANY SECRETARY.