REG - ALT Resources PLC - Notice of General Meeting

Alt ResourcesAnnouncement

30/09/2025 18:00

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RNS Number : 4966B  ALT Resources PLC  30 September 2025

 

 

 

30(th) September 2025

ALT RESOURCES PLC

 

Notice of General Meeting

Notice is hereby given that the General Meeting (the "GM") of ALT Resources
PLC (the "Company") will be held at 13 Hanover Square, London W1S 1HN on 16
October 2025 at 10:00 a.m. You are being asked to consider and vote on the
resolution below (the "Resolution"). The Resolution is proposed as a special
resolution.

SPECIAL BUSINESS

Resolution 1 - Amendment to Articles of Association (Shell Company Transaction
Timeline)

To consider and, if thought fit, pass the following resolution as a special
resolution:

"That the Articles of Association of the Company be amended to include the
following provisions relating to the timeline for completion of an initial
transaction by the Company as a shell company:

1.   Cessation of Operations if no Initial Transaction completed within 24
Months. If the Company has not completed an initial transaction on or before
the date which is 24 months from 29 July 2025, the Company shall cease
operations on that date.

2.   Extension of Initial Transaction Period by up to 36 Months. The
24-month period referred to above may be extended by up to three further
periods of 12 months (up to a total of 36 months), provided that:

o  The first 12-month extension is approved by the public shareholders of the
Company before the end of the initial 24-month period; and

o  Any subsequent 12-month extensions are approved by the public shareholders
before the end of the preceding extension period.

3.   Additional Extension of up to 6 Months in Specified Circumstances. The
initial 24-month period, or any extended period under paragraph 2, may be
further extended by up to 6 months if, before the end of the relevant period:

o  (a) Shareholder approval for an initial transaction has been obtained for
the purposes of satisfying UKLR 13.4.17G, but the transaction has not
completed;

o  (b) A general meeting has been convened to obtain such shareholder
approval;

o  (c) The Company has announced that:

§ (i) A general meeting to obtain shareholder approval will be convened on a
specified date; and

§ (ii) A notice convening that meeting will be sent to shareholders within a
specified time following the announcement; or

o  (d) An agreement for an initial transaction has been entered into but has
not completed, and no announcement has been made under paragraph (c).

Any such extension under paragraph 3 must be notified to a Regulatory
Information Service (RIS) before the end of the applicable period.

That the amended Articles of Association incorporating the above provisions be
adopted in substitution for, and to the exclusion of, the existing Articles of
Association.

 

 

 

 

By Order of the Board

Paris Christofides

Director

30(th) September 2025

 

For further information:

Paris Christofides

Director

 

Celicourt Communications                        44 207
770 6424 / altresources@celicourt.uk (mailto:acpenergy@celicourt.uk)  Mark
Antelme / Jimmy Lea

 

 

Explanatory notes to the Notice of General Meeting

1.   Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, the Company specifies that only those members registered on the
Company's register at 6.00 p.m. on 14 October 2025 shall be entitled to attend
and vote at the Meeting.

 

2.   If you are a member of the Company at the time set out in note 1 above,
you are entitled to appoint a proxy to exercise all or any of your rights to
attend, speak and vote at the Meeting and you should have received a proxy
form with this notice of meeting. You can only appoint a proxy using the
procedures set out in these notes and the notes to the proxy form.

 

3.   A proxy does not need to be a member of the Company but must attend the
Meeting to represent you. Details of how to appoint the Chairman of the
Meeting or another person as your proxy using the proxy form are set out in
the notes to the proxy form. If you wish your proxy to speak on your behalf at
the Meeting you will need to appoint your own choice of proxy (not the
Chairman) and give your instructions directly to them.  Shareholders who
return a Proxy Form will be able to attend the meeting and vote in person if
they wish.  If you attend in person and vote, then your proxy appointment
will be automatically terminated.

 

4.   You may appoint more than one proxy provided each proxy is appointed to
exercise rights attached to different shares. You may not appoint more than
one proxy to exercise rights attached to any one share. To appoint more than
one proxy, please contact the Company's registrars at the address set out in
note 5 below.

 

5.   The notes to the proxy form explain how to direct your proxy how to
vote on the Resolution or withhold their vote. To appoint a proxy using the
proxy form, the form must be:

            (a) completed and signed;

(b) sent or delivered to the Company's Registrar at Neville Registrars Limited
at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom,
B62 8HD; and

 

(c) received by the Company's Registrar on or prior to 10.00 a.m. on 14
October 2025 or not less than 48 hours (excluding any part of a day that is
not a working day) before the time of any adjourned meeting.

 

In the case of a member which is a company, the proxy form 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 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.

 

6.   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).

 

7.   As at close of business on the day immediately prior to the date of
posting this notice of General Meeting, the Company's issued share capital
comprised 46,600,000 ordinary shares of £0.002 each and there are no Ordinary
Shares held in treasury.  Each Ordinary Share carries the right to one vote
at a general meeting of the Company and, therefore, the total number of voting
rights in the Company as at close of business on the day immediately prior to
the date of posting of this notice of General Meeting is 46,600,000.

 

8.   Any electronic addresses provided in this notice are provided solely
for the purpose of enabling shareholders to register the appointment of a
proxy or proxies for the meeting or to submit their voting directions
electronically. You may not use any electronic address provided in this notice
to communicate with the Company for any purposes other than those expressly
stated.

 

9.   A corporate shareholder may authorise a person or persons to act as its
representative(s) at the General Meeting. In accordance with the provisions of
the Companies Act 2006, each such representative may exercise (on behalf of
the corporation) the same powers as the corporation could exercise if it were
an individual shareholder in the Company, provided that they do not do so in
relation to the same share.

 

10.  A copy of this notice, and other information required by section 311A of
the Companies Act 2006, can be found at https://altresources.co.uk
(https://altresources.co.uk)

 

11.  CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so by using the procedures
described in the CREST Manual. CREST Personal Members or other CREST sponsored
members, and those CREST members who have appointed a service provider(s),
should refer to their CREST sponsor or voting service provider(s), who will be
able to take the appropriate action on their behalf.

 

12.  In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a "CREST Proxy
Instruction") must be properly authenticated in accordance with Euroclear UK
& International Limited's specifications, and must contain the information
required for such instruction, as described in the CREST Manual (available via
www.euroclear.com/CREST (http://www.euroclear.com/CREST) ). The message,
regardless of whether it constitutes the appointment of a proxy or is 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 the issuer's agent,
Neville Registrars Limited (ID: 7RA11) by 10.00 a.m. on 14 October 2025. For
this purpose, the time of receipt will be taken to be the time (as determined
by the time stamp applied to the message by the CREST Application Host) from
which the issuer's agent is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST. After this time any change of instructions
to proxies appointed through CREST should be communicated to the appointee
through other means.

 

13.  CREST members and, where applicable, their CREST sponsors, or voting
service providers should note that Euroclear UK & International Limited
does not make available special procedures in CREST for any particular
message. Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions. It is the responsibility of
the CREST member concerned to take (or, if the CREST member is a CREST
personal member, or sponsored member, or has appointed a voting service
provider, to procure that his CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsors or
voting system providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.

 

14.  The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

 

15.  Shareholders attending the GM, whether in person have a right to ask
questions relating to the business being dealt with at the meeting. The
Company must answer such questions unless:

 

15.1      answering would interfere unduly with the preparation for the
meeting or would involve the disclosure of confidential information,

 

15.2     the answer has already been given on a website in the form of an
answer to a question, or

 

15.3     it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.

 

16.  The right to appoint a proxy does not apply to persons whose shares are
held on their behalf by another person and who have been nominated to receive
communications from the Company in accordance with section 146 of the
Companies Act 2006 (nominated persons). Nominated persons may have a right
under an agreement with the registered shareholder who holds the shares on
their behalf to be appointed (or to have someone else appointed) as proxy.
Alternatively, if nominated persons do not have such a right, or do not wish
to exercise it, they may have a right under such an agreement to give
instructions to the person holding the shares as to the exercise of voting
rights.

 

17.  If you have sold or transferred all of your shares, this Notice of
Meeting should be passed on to the person through whom the sale or transfer
was effected for transmission to the purchaser or transferee.

 

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