Golden Prospect Prec Golden Prospect-GPSS - Notice of Annual General Meeting & Form of Proxy

Golden Prospect Precious Metals

05/06/2023 17:57

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RNS Number : 7130B  Golden Prospect Precious Metals Ltd  05 June 2023

This document is important and requires your immediate attention. If you are
in doubt as to any aspect of the proposals referred to in this document or the
action you should take, you should seek your own advice from a stockbroker,
solicitor or other independent professional adviser. If you have recently sold
or transferred all of your shares in Golden Prospect Precious Metals Limited,
please forward this document, together with the accompanying documents, as
soon as possible either to the purchaser or transferee or to the person who
arranged the sale or transfer so they can pass these documents to the person
who now holds the shares.

 

Dear Shareholder

 

I am pleased to send you the notice of the 2023 Annual General Meeting ("AGM")
of the members of Golden Prospect Precious Metals Limited (the "Company"), to
be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL on 27
June 2023 at 11:00 BST. Explanatory notes on all resolutions accompany the
notice of the AGM (the "Notice").

 

Re-Election of Directors

 

As in previous years, Messrs Birch, King, and Ross are offering themselves for
re-election in accordance with corporate governance best practice and the
Articles of Incorporation of the Company (the "Articles"). Please note for
your information that biographical details of all the Directors offering
themselves for re-election are set out in the explanatory notes to the
resolutions that follow this Notice.

 

Separately, as communicated in the Annual Report and Audited Financial
Statements for the year-ended 31 December 2022, I have taken the decision not
to offer myself for re-election and will therefore retire at the conclusion of
the AGM.

 

Voting

 

The Board of Directors of the Company believe that the proposed resolutions
set out in this Notice are in the best interests of the Company and its
members as a whole.

 

If you would like to vote on the resolutions via proxy, please appoint a proxy
by no later than 11:00 BST on 23 June 2023. A form of proxy accompanies the
Notice.

 

All resolutions will be put to a poll in reflection of best practice and to
ensure that all members have their votes taken into account proportionately to
their shareholdings in the Company.

 

The results of the AGM will be announced to the market as soon as practicable
after the conclusion of the AGM.

 

Should you wish to discuss anything ahead of the AGM, please see below contact
details:

 

 

Yours faithfully

 

Malcolm Burne

Chairman

Email: guernsey.office@maitlandgroup.com
(mailto:guernsey.office@maitlandgroup.com)

NOTICE OF ANNUAL GENERAL MEETING 2023

 

Notice is hereby given that the 2023 Annual General Meeting of the members of
Golden Prospect Precious Metals Limited (the "Company") will be held at 1
Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL on 27 June 2023 at
11:00 BST to transact the business set out in the resolutions below.

 

ORDINARY RESOLUTIONS

 

1.       To receive the Company's Annual Report and Audited Financial
Statements for the year-ended 31 December 2022.

 

2.       To re-appoint BDO Limited as auditor to the Company until the
conclusion of the next general meeting at which accounts are laid before the
Company.

 

3.       To authorise the Directors of the Company to determine the
remuneration of the auditor.

 

4.       To re-elect Mr Graeme Ross as a Director of the Company who
retires by rotation in accordance with Article 18.3 of the Articles of
Association of the Company.

 

5.       To re-elect Mr Robert King as a Director of the Company who
retires by rotation in accordance with Article 18.3 of the Articles of
Association of the Company.

 

6.       To re-elect Mr Toby Birch as a Director of the Company who
retires by rotation in accordance with Article 18.3 of the Articles of
Association of the Company.

 

7.       To authorise the Company, in accordance with Article 4.8 of the
Articles of Association of the Company and The Companies (Guernsey) Law, 2008,
as amended (the "Law"), to make market purchases of its own ordinary shares of
£0.001 each ("Ordinary Shares"), such authorisation conditional upon the
Ordinary Shares of the Company continuing to be admitted to listing on The
International Stock Exchange ("TISE") and, with the exception of a tender
offer or partial offer being made to all holders of Ordinary Shares on the
same terms:

 

7.1 the maximum number of Ordinary Shares hereby authorised to be purchased
shall be up to 15% of the Company's existing issued ordinary share capital;

 

7.2 the minimum price (exclusive of expenses) which may be paid for the
Ordinary Shares to be £0.001 per Ordinary Share;

 

7.3 the maximum price (exclusive of expenses) payable by the Company for the
Ordinary Shares to be 5% above the average of the closing middle market
quotations (as derived from Bloomberg) of an Ordinary Share for the five (5)
consecutive dealing days preceding the date on which the purchase is made;

 

7.4 the authority (unless previously renewed or revoked) will expire at the
end of the annual general meeting of the Company to be held in 2023 or, if
earlier, the date being fifteen months from the date of passing of this
resolution;

 

7.5 the Company may make a contract to purchase its own Ordinary Shares under
the authority hereby conferred prior to the expiry of such authority which
will or may be executed or wholly or partly executed after the expiry of such
authority, and may make a purchase of its own Ordinary Shares in pursuance of
any such contract; and

 

7.6 the purchase price for any Ordinary Shares may be paid by the Company out
of distributable profits or out of capital and share premium or otherwise to
the fullest extent permitted by The Companies (Financial Assistance for
Acquisition of Own Shares) Ordinance, 1998.

 

By order of the Board

On behalf of Maitland Administration (Guernsey) Limited

Company Secretary

1 Royal Plaza

Royal Avenue

St Peter Port

Guernsey

GY1 2HL

 

EXPLANATORY NOTES - GENERAL

 

A member of the Company who is entitled to attend the AGM is entitled to
appoint one or more proxies to attend, speak and vote in their place. A proxy
does not need to be a member of the Company but must attend the AGM to
represent you.

Details of how to appoint the Chairman of the AGM 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 AGM, you will need to
appoint your own choice of proxy (not the Chairman) and give your instructions
directly to them.  A member may appoint more than one proxy to attend the
AGM, provided that each proxy is appointed to exercise rights attached to
different shares.

A form of proxy is enclosed which should be completed in accordance with the
instructions.  To be valid this form of proxy and any power of attorney or of
the authority under which it is executed (or a duly certified copy of such
power of attorney) must be lodged Computershare Investor Services (Guernsey)
Limited, c/o The Pavillons, Bridgewater Road, Bristol, BS99 6ZY or by e-mail
to ExternalProxyQueries@computershare.co.uk
(mailto:ExternalProxyQueries@computershare.co.uk) - Alternatively, completed
forms can be sent to the registered office of the Company c/o Maitland
Administration (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port,
Guernsey, GY1 2HL.  All proxies must be received by no later than 11:00 BST
on 23 June 2023, being 48 hours before the time appointed for the AGM.

CREST offers a proxy voting service of which the Company's Registrar,
Computershare Investor Services (Guernsey) Limited are an agent.

Shareholders are advised that, upon receipt of their proxy form from the
Company, if they wish to appoint a proxy or to give or amend an instruction to
a previously appointed proxy via the CREST system, the CREST message must be
received by the issuer's agent (ID 3RA50) two days prior to the date of the
Company's AGM at the latest. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the issuer's agent is able to retrieve
the message. After this time any change of instructions to a proxy appointed
through CREST should be communicated to the proxy by other means.

CREST Personal Members or other CREST sponsored members, and those CREST
Members who have appointed voting service provider(s) should contact their
CREST sponsor or voting service provider(s) for assistance with appointing
proxies via CREST.

For further information on CREST procedures, limitations and system timings,
please refer to the CREST Manual. We may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation 41 of the
Uncertificated Securities (Guernsey) Regulations 2009.

Please note that the AGM will not be made available by way of publicly
available real-time broadcast.

As at 2 June 2023 (being the last business day prior to the publication of the
Notice), the Company's issued share capital consists of 85,503,021 Ordinary
Shares, carrying one vote each. Therefore, the total number of voting rights
in the Company as at 2 June 2023 is 85,503,021. There are currently no shares
held in treasury by the Company.

EXPLANATORY NOTES - ORDINARY RESOLUTIONS 1 to 7

 

 

ORDINARY RESOLUTION 1 - The Company must present the Financial Statements for
the year ended 2022 and the reports of the Directors and the Auditor to the
AGM for approval.

 

ORDINARY RESOLUTION 2 - The auditor of a Company must be re-appointed at each
general meeting where accounts are laid, to hold office until the conclusion
of the next such general meeting.

 

ORDINARY RESOLUTION 3 - This resolution gives authority to the Board of
Directors to determine the remuneration of the auditor.

 

ORDINARY RESOLUTIONS 4-6 - Messrs Birch, King, and Ross,are retiring. They are
offering themselves for re-election in accordance with Article 18.3 of the
Articles. A brief biography for each of the Directors is set out on the next
page.

 

ORDINARY RESOLUTION 7 - This resolution grants the Company authority to make
market purchases of up to 14.99 per cent. of the Ordinary Shares in issue as
at 2 June 2023 (being the last business day prior to the publication of the
Notice). The Ordinary Shares bought back will either be cancelled or placed
into treasury at the determination of the Directors.

 

The maximum price (exclusive of expenses) payable by the Company for the
Ordinary Shares to be 5% above the average of the closing middle market
quotations (as derived from Bloomberg) of an Ordinary Share for the five (5)
consecutive dealing days preceding the date on which the purchase is made.

The minimum price which may be paid for each Ordinary Share is £0.001.

 

This authority shall expire at the next annual general meeting of the Company
(or, if earlier, the date falling 18 months from the passing of this
resolution), when a resolution to renew the authority will be proposed. The
Company currently intends that any Ordinary Shares repurchased would be held
in treasury, subject to applicable law and regulation.

 

An Ordinary Resolution is a resolution passed by a simple majority of Members.

 

DIRECTOR BIOGRAPHIES

 

Include the biographies of each Director standing for re-election here. A note
should be included for each saying how long they have served on the Board.

 

Graeme Ross was educated at Perth Academy and Dundee College of Technology in
Scotland and qualified as a Chartered Accountant with Arthur Young
McClelland-Moores in 1984. He then moved to Jersey in the Channel Islands and
spent two years with KPMG on financial services audits before joining the
embryonic fund administration arm of Rawlinson & Hunter, Jersey in 1986.
He was admitted to the Partnership of Rawlinson & Hunter, Jersey in 1995
and was the Managing Director of the fund administration division from then
until his retiral at the end of 2016. Graeme has significant experience of the
management, administration and oversight of all types of collective investment
vehicles and has served as a Director on open ended, closed ended and limited
partnership vehicles investing in a wide variety of asset classes and sectors
including many listed funds. Graeme is a resident of Jersey. Graeme was
appointed to the Board on 17 April 2018 as both a Director and Chairman of the
Audit Committee.

 

Robert King is an independent non-executive Director for a number of open and
closed-ended investment funds including one Specialist Fund Sector fund,
Tufton Oceanic Assets Limited (Chairman). Before becoming an independent
non-executive Director in 2011 he was a Director of Cannon Asset Management
Limited and their associated companies. Prior to this he was a Director of
Northern Trust International Fund Administration Services (Guernsey) Limited
(formerly Guernsey International Fund Managers Limited) where he had worked
from 1990 to 2007. He has been in the offshore finance industry since 1986.
Rob is British and resident in Guernsey.

 

Toby Birch is an investment manager and prior to founding Guernsey Gold (which
merged with Bullionrock in 2014) he was the senior investment manager at the
local branch of Bank Julius Baer. He then worked for Blackfish Capital Exodus
Fund, trading in precious metals and commodities. He was also a Director of
the Blackfish-Investec Resources Special Situations Fund, investing in mining
companies. Toby is a Chartered Wealth Manager and Fellow of the Chartered
Institute for Securities and Investments. He is a regular speaker on the
conference circuit covering financial megatrends, precious metals and monetary
reform. He holds the HSK3 Intermediate level proficiency test in Mandarin.

 

FORM OF PROXY - ANNUAL GENERAL MEETING 2023

 

To be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL

 On 27 June 2023 at 11:00 BST and at any adjournment thereof

 

 

I/We…………………………………………………………………………………………………

(BLOCK LETTERS PLEASE)

 

of………………………………………………………………………………………………………

 

…………………………………………………………………………………………………………

 

being (a) member(s) of the above-named Company, hereby appoint the Chairman of
the meeting/ or*

 

………………………………………………………………………………………………………………

 

as my/our proxy to vote for me/us and on my/our behalf at the Annual General
Meeting of the Company to be held at 1 Royal Plaza, Royal Avenue, St Peter
Port, Guernsey, GY1 2HL on 27 June 2023 at 11:00 BST and at any adjournment
thereof.

 

* To allow effective constitution of the meeting, if it is apparent to the
Chairman that no shareholders will be present other than by proxy, then the
Chairman may appoint a substitute to act as proxy in his stead for any
shareholder, provided that such substitute proxy shall vote on the same basis
as the Chairman.  A proxy need not be a member of the Company.

 

I/We direct my/our proxy to vote as follows:

 

 ORDINARY RESOLUTIONS                                                             FOR  AGAINST  VOTE WITHHELD**

 1.   To receive the Company's Annual Report and Audited Financial Statements
 for the year-ended 31 December 2021.
 2.   To re-appoint BDO Limited as auditor to the Company until the
 conclusion of the next general meeting at which accounts are laid before the
 Company
 3.   To authorise the Directors of the Company to determine the remuneration
 of the auditor.

 4.   To re-elect Mr Graeme Ross as a Director of the Company who retires by
 rotation in accordance with Article 18.3 of the Articles of Association of the
 Company.
 5.   To re-elect Mr Robert King as a Director of the Company who retires by
 rotation in accordance with Article 18.3 of the Articles of Association of the
 Company.
 6.   To re-elect Mr Toby Birch as a Director of the Company who retires by
 rotation in accordance with Article 18.3 of the Articles of Association of the
 Company.
 7.   To authorise the Company, in accordance with Article 4.8 of the
 Articles of Association of the Company and The Companies (Guernsey) Law, 2008,
 as amended (the "Law"), to make market purchases of its own ordinary shares of
 £0.001 each ("Ordinary Shares"), such authorisation conditional upon the
 Ordinary Shares of the Company continuing to be admitted to listing on The
 International Stock Exchange ("TISE") and, with the exception of a tender
 offer or partial offer being made to all holders of Ordinary Shares on the
 same terms:

 7.1 The maximum number of Ordinary Shares hereby authorised to be purchased
 shall be up to 15% of the Company's existing issued ordinary share capital;

 7.2 the minimum price (exclusive of expenses) which may be paid for the
 Ordinary Shares to be £0.001 per Ordinary Share;

 7.3 the maximum price (exclusive of expenses) payable by the Company for the
 Ordinary Shares to be 5% above the average of the closing middle market
 quotations (as derived from Bloomberg) of an Ordinary Share for the five (5)
 consecutive dealing days preceding the date on which the purchase is made;

 7.4 the authority (unless previously renewed or revoked) will expire at the
 end of the annual general meeting of the Company to be held in 2023 or, if
 earlier, the date being fifteen months from the date of passing of this
 resolution;

 7.5 the Company may make a contract to purchase its own Ordinary Shares under
 the authority hereby conferred prior to the expiry of such authority which
 will or may be executed or wholly or partly executed after the expiry of such
 authority, and may make a purchase of its own Ordinary Shares in pursuance of
 any such contract; and

 7.6 the purchase price for any Ordinary Shares may be paid by the Company out
 of distributable profits or out of capital and share premium or otherwise to
 the fullest extent permitted by The Companies (Financial Assistance for
 Acquisition of Own Shares) Ordinance, 1998.

 

 

Signed this                day
of
2023

 

 

 

Signature

 

 

[    ]   Please tick here to indicate that this proxy instruction is in
addition to a previous       instruction. Otherwise it will overwrite
any previous instruction given.

 

NOTES TO THE FORM OF PROXY:

 

 

(i)         Please indicate with an "X" in the appropriate box how you
wish the proxy to vote.

 

(ii)        If no "X" is marked in any of the for/against/vote withheld
boxes in respect of a resolution, the proxy will exercise their discretion as
to how they vote or whether they withhold their vote. The proxy will also
exercise their discretion as to how they vote or whether they withhold their
vote on any business or resolution considered at the AGM other than the
resolutions referred to in this form of proxy.

 

(iii)       In accordance with sections 222 and 223 of The Companies
(Guernsey) Law 2008, you may appoint more than one person as your proxy to
exercise all or any rights to attend and to speak and vote.

 

(iv)       **A vote withheld is not a vote in law and will not be
counted in the calculation of the votes "For" and "Against" a resolution.

 

(v)        To be valid this form of proxy and any power of attorney or
of the authority under which it is executed (or a duly certified copy of such
power of attorney) must be lodged Computershare Investor Services (Guernsey)
Limited, c/o The Pavillons, Bridgewater Road, Bristol, BS99 6ZY, or by e-mail
to ExternalProxyQueries@computershare.co.uk
(mailto:ExternalProxyQueries@computershare.co.uk) - Alternatively, completed
forms can be sent to the registered office of the Company c/o Maitland
Administration (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port,
Guernsey, GY1 2HL.  All proxies must be received by no later than 11:00 BST
on 23 June 2023, being 48 hours before the time appointed for the AGM.
 Completing and returning this form of proxy will not prevent you from
attending the meeting and voting in person if you so wish.

 

(vi)       In order to revoke a proxy instruction, a member will need to
send a signed hard copy notice clearly stating their intention to revoke a
proxy appointment, together with the power of attorney or other authority (if
any) under which it is signed, or a notarially certified copy of such power of
attorney or authority, to the Company's Registrar to the contact details noted
above.

 

(vii)      A form of proxy executed by a corporation must be either under
its common seal or signed by an officer or attorney duly authorised by that
corporation.

 

(viii)      In the case of joint holdings, the signature of the first
named member on the Register of Members will be accepted to the exclusion of
the votes of the other joint holders.

 

(ix)       Pursuant to Regulation 41 of the Uncertificated Securities
(Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and
the number of votes which may be cast thereat will be determined by reference
to the Register of Members of the Company at close of business on the day
which is two business days before the day of the meeting. Changes to entries
on the Register of Members after that time shall be disregarded in determining
the rights of any person to attend and vote at the meeting.

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