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

Golden Prospect Precious MetalsAnnouncement

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RNS Number : 8395G  Golden Prospect Precious Metals Ltd  02 May 2025

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 2025 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 28
May 2025 at 10:00 BST. Explanatory notes on all resolutions accompany the
notice of the AGM (the "Notice").

 

Re-Election of Directors

 

Ms Tepes and I are offering ourselves for re-election in accordance with the
recommendations of the AIC Corporate Governance Code.

 

Mr King, as communicated in the Annual Report and Audited Financial Statements
for the year ended 31 December 2024, has taken the decision to not offer
himself for re-election and will therefore retire at the conclusion of the
AGM. Additionally, Mr Ross retired from the Board on 1 April 2025.

 

Replacing Mr Ross as Chair of the Audit Committee following her appointment on
1 April 2025, and with the support of the Board, Mrs Helen Green is offering
herself up for election in accordance with corporate governance best practice
and the Company's Articles of Incorporation (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.

 

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 10:00 BST on 23 May 2025. 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

 

Toby Birch

Chairman

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

 

 

GOLDEN PROSPECT PRECIOUS METALS LIMITED

 

NOTICE OF ANNUAL GENERAL MEETING 2025

 

Notice is hereby given that the 2025 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 28 May 2025 at
10:00 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 2024.

 

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 Toby Birch as Chairman of the Company who
retires in accordance with the recommendations of the AIC Corporate Governance
Code.

5.          To re-elect Ms Monica Tepes as a Director of the Company
who retires in accordance with the recommendations of the AIC Corporate
Governance Code.

6.          To elect Mrs Helen Green as a Director of the Company in
accordance with Article 21.2 of the Articles 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 14.99% 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 2026 or, if
earlier, the date being eighteen 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 Apex Fund and Corporate Services (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 Pavilions, 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 Apex Fund and
Corporate Services (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter
Port, Guernsey, GY1 2HL.  All proxies must be received by no later than 10:00
BST on 23 May 2025.

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 1 May 2025 (being the last business day prior to the publication of the
Notice), the Company's issued share capital consists of 93,248,499 Ordinary
Shares, carrying one vote each. Therefore, the total number of voting rights
in the Company as at 1 May 2025 is 93,248,499. There are currently no shares
held in treasury by the Company.

 

EXPLANATORY NOTES - ORDINARY RESOLUTIONS 1 TO 8

 

 

ORDINARY RESOLUTION 1 - The Company must present the Financial Statements for
the year ended 31 December 2024 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 RESOLUTION 4 - This resolution relates to the re-appointment of Toby
Birch, who joined the Board in April 2014 and retires yearly in accordance
with the recommendations of the AIC Corporate Governance Code. Mr Birch has 35
years' experience managing funds and discretionary portfolios, with specialist
expertise in commodities and precious metals. The Board is mindful that Mr
Birch has exceeded the nine-year recommended tenure in the UK Corporate
Governance Code. As stated in the Annual Report and Accounts, his intention is
to remain in place until the new directors have established themselves and
have built up sufficient knowledge of the Company's affairs.

 

ORDINARY RESOLUTION 5 - This resolution relates to the re-appointment of
Monica Tepes, who joined the Board on 10 May 2024 and retires yearly in
accordance with the recommendations of the AIC Corporate Governance Code. Ms
Tepes has 20 years of direct investment trusts experience, buy-side and
sell-side, covering wealth management, fund investing, fund research and
analysis, and investment trusts investor relations, marketing, communications,
corporate broking and corporate advice.

 

ORDINARY RESOLUTION 6 - Helen Green is offering herself for election in
accordance with Article 21.2 of the Articles, having joined the Board on 1
April 2025. Mrs Green is a Chartered Accountant and has a background in audit.
She also has extensive experience in corporate governance through her roles as
non-executive director of listed investment companies (including as audit
committee chair and chair) over the last 15 years.

 

The Directors' biographies are 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 24 April 2025 (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

 

Toby Birch joined the Board in 2014 and has been Chairman since 2023. He is an
investment manager at Guernsey-based Gower Financial Services. 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 Holdings, the private investment arm of a
single-family office where he was lead manager of the 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 exam in Mandarin. Toby is a Guernsey resident.

 

Monica Tepes joined the Board on 10 May 2024. She has 20 years' experience
working with funds, and investment trusts in particular, across a wide range
of asset classes and geographies. She built her expertise in a variety of
roles, which gave her varied insights into the sector. She started off her
career on the buy-side at Killik & Co Wealth Managers as a funds analyst
and assistant portfolio manager. She then moved to the sell-side where she was
Head of Investment Companies Research at Cantor Fitzgerald Europe, and where
she was a no.1 Extel-rated alternatives funds analyst. She then co-founded the
Investment Companies Team at finnCap (now Cavendish Capital Markets) and
worked in Corporate Broking, Investor Relations, Business and Product
Development, including IPO's, and advising Boards and Fund Managers on matters
of Business Strategy, Marketing and Investor Relations and Communications.
Monica is a non-executive director of European Assets Trust PLC and a member
of the Association of Investment Companies (AIC) Statistics Committee. She is
also a CFA Institute charterholder and has a degree in Finance, Insurance,
Banks and Capital Markets from the Academy of Economic Studies Bucharest,
Romania. Monica is a UK resident.

 

Helen Green joined the Board on 1 April 2025. She is a Chartered Accountant
and has been employed by Saffery, a UK top 20 firm of Chartered Accountants,
since 1984. She qualified as a Chartered Accountant in 1988 and became a
partner in the London office in 1998. Since 2000 she has been based in the
Guernsey office where she is a Director. Helen has a background in audit from
her time working for Saffery in London which culminated with her being an
audit partner before her move to Guernsey. Since her move in 2000 she has been
an executive director of Saffery Trust, a GFSC regulated fiduciary business.
She has extensive experience in corporate governance through her roles as
non-executive director of listed investment companies (including as audit
committee chair and chair) over the last 15 years. Helen sits on the boards of
Achilles Investment Company Limited and JPMorgan Global Core Real Assets
Limited, both of which are listed on the London Stock Exchange, and Landore
Resources Limited, which is quoted on AIM. Helen previously served as Chair of
CQS Natural Resources Growth and Income PLC, a position from which she retired
on 10 December 2024.

 

 

GOLDEN PROSPECT PRECIOUS METALS LIMITED

FORM OF PROXY - ANNUAL GENERAL MEETING 2025

 

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

 On 28 May 2025 at 10:00 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 28 May 2025 at 10:00 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 2024.
 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 Toby Birch as Chairman of the Company who retires in
 accordance with the recommendations of the AIC Corporate Governance Code.
 5.     To re-elect Ms Monica Tepes as a Director of the Company who
 retires in accordance with the recommendations of the AIC Corporate Governance
 Code.
 6.     To elect Mrs Helen Green as a Director of the Company in accordance
 with Article 21.2 of the Articles 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 14.99% 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 2026 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
2025

 

 

 

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 Pavilions, 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 Apex Fund and
Corporate Services (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter
Port, Guernsey, GY1 2HL.  All proxies must be received by no later than 10:00
BST on 23 May 2025.  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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