COBRA RESOURCES PLC

Pre-Annual General Meeting Information • Feb 19, 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-Executive Chairman) Rupert Tolmer Verco (Chief Executive Officer) David Brian Clarke (Executive Director of Business Development & Asset Marketing) Daniel John Shilton Maling (Non-Executive Director)
Company Secretary	Ben Hodges
Registered Office and business address	9th Floor 107 Cheapside London EC2V 6DN United Kingdom
Rule 3 Adviser under the Takeover Code	Cairn Financial Advisers LLP 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:

• (1) 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.
• (2) 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 9th office at 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

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.

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

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

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 Shares	66,521,740 new Ordinary Shares and Corresponding Warrants, as 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 Project	five tenements for exploration near Wudinna in South Australia 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.

PART I

LETTER FROM THE CHAIRMAN OF

COBRA RESOURCES PLC

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

17 February 2025

To Shareholders and, for information purposes, to the holders of options and warrants over new Ordinary Shares in the Company

Authorities to issue Ordinary Shares, Rule 9 Waiver and Notice of General Meeting

1. INTRODUCTION

On 26 November 2024, the Company announced that it had conditionally raised proceeds of £1.7 million before expenses through placements of 73,311,910 Tranche 1 Placing Shares, 7,992,438 Tranche 2 Placing Shares and 66,521,740 Tranche 2 Conditional Placing Shares respectively at a price of 1.15 pence per Ordinary Share, representing a discount of approximately 11.5 per cent. to the closing middle market price per Ordinary Share on the Main Market of the London Stock Exchange on 25 November 2024.

The Tranche 1 Placing Shares were issued within the Company's existing headroom under the PRRs and included support by new and existing Shareholders.

Due to the Tranche 1 Placing being oversubscribed, 7,992,438 Ordinary Shares were designated as Tranche 2 Placing Shares and, given that they fall outside of the Company's existing headroom under the PRRs, is conditional on Shareholder approval and the publication of a secondary prospectus.

Additionally, the Company has received commitments from certain members of the Concert Party, being those who were the original vendors to Cobra of the Wudinna Gold and Rare Earth Project in 2019, to subscribe, in cash, for the Tranche 2 Conditional Placing Shares, thereby increasing their combined ownership of Cobra from 219,261,101 Ordinary Shares to 285,782,841 Ordinary Shares, representing an increase to their combined holding of 27.41 per cent. to 32.55 per cent. of the Enlarged Issued Share Capital. In total, the Concert Party have committed to invest £765,000 at the Placing Price subject to Shareholder approval at the General Meeting. The issue of the Tranche 2 Conditional Placing Shares is conditional upon the approval of Independent Shareholders of the Rule 9 Waiver Resolution, which is to be taken on a poll, in order for the Concert Party to increase their aggregate holding, and the publication of a secondary prospectus (as explained below).

Save for the GIS Fee Shares, all participants in the Placing will receive a warrant to subscribe for a further one new Ordinary Share in the Company for every two Placing Shares subscribed, which may be exercised at any time from Admission of the Placing Shares (detailed above) for up to two years with an exercise price of 2.3p each. The Company has already issued warrants over 36,655,955 new Ordinary Shares to the subscribers to the Tranche 1 Placing Shares and will issue further Corresponding Warrants over 36,170,132 new Ordinary Shares in connection with the Placing. The issue of the Ordinary Shares into which the Corresponding Warrants (and the warrants issued in connection with the Tranche 1 Placing Shares) convert also require an increase in the Company's available authority to allot Ordinary Shares.

In addition to the Placing Shares, the Company intends to issue 3,478,261 Fee Shares to certain Directors and consultants in settlement of £40,000 of fees payable at the Placing Price. The issue of the Fee Shares requires additional authorities to be granted under sections 551 and 561 of the Act for which Shareholder approval will be sought at the General Meeting.

This circular therefore seeks the approval of Independent Shareholders of the Rule 9 Waiver, which the Takeover Panel has agreed to give subject to such Independent Shareholder approval of the obligation that would otherwise arise under Rule 9 of the Takeover Code for the Concert Party to make a mandatory offer for the entire issued and to be issued share capital of the Company as a result of the issue of the Tranche 2 Conditional Placing Shares and the exercise of the respective Corresponding Warrants.

The approval of the Resolutions to be proposed at the General Meeting by Shareholders (and solely the Independent Shareholders in relation to Resolution 1) is required to enable the issue of the Tranche 2 Conditional Placing Shares to, and the exercise of the respective Corresponding Warrants by, certain members of the Concert Party to proceed. Further information on the application of Rule 9 of the Takeover Code in respect of the issue of the Tranche 2 Conditional Placing Shares to, and the exercise of the respective Corresponding Warrants by, certain members of the Concert Party is set out in Part II headed "Takeover Code Disclosures Relating to the Concert Party, Interests, Dealings and Arrangements" of this circular.

2. INFORMATION ON THE COMPANY

The Company was formed to explore, develop and mine precious and base metal projects, and its initial focus was on projects located in Australia. On 6 March 2019, the Company entered into the Lady Alice Acquisition Agreement, pursuant to which the Company acquired 100 per cent. of the units in the Lady Alice Trust and the entire issued share capital of Lady Alice Mines Pty Ltd, as trustee of the Lady Alice Trust.

Lady Alice Mines provides the Company with a project portfolio from which it aims to unlock embedded value and deliver returns for its Shareholders through capital growth. It is the aim of the Company to explore and analyse the assets within this portfolio to the point that will, in the view of the Board, optimise the risk-reward value equation for Shareholders. This may include monetising or divesting assets at any stage up to and including the building of economically sustainable operations.

As a result of the Lady Alice Acquisition, the Company has become the holding company of the Group, with one wholly owned subsidiary; Lady Alice Mines Pty Ltd, a private company duly incorporated and registered in Australia. The Company also holds all the units in the Lady Alice Trust, of which Lady Alice Mines Pty Ltd is the trustee. The Lady Alice Trust is the sole owner of: (i) 100 per cent. of the rights, title and interest in the Prince Alfred Licence; (ii) 100 per cent. of the equity interest over the Wudinna Gold and Rare Earth Project; (iii) 100 per cent. equity interest in exploration licence 6806; and (iv) exploration licence ELA22/2022 in Deloraine, Tasmania.

During 2024, the Company was granted three further exploration licences (6966, 6967 and 7009 perspective for ionic rare earth and uranium mineralisation west of the Wudinna Gold and Rare Earth Project following a new discovery of ionic rare earth mineralisation at the Boland palaeo-channel prospect in South Australia.

In 2023, the Company discovered a rare earth deposit with the potential to re-define the cost of rare earth production. The highly scalable Boland ionic rare earth discovery at the Company's Wudinna Project in South Australia's Gawler Craton is Australia's only rare earth project amenable for in situ recovery ("ISR") mining - a low cost, low disturbance method. The Company is currently focused on de-risking the investment value of the discovery by proving ISR as the preferred mining method which would eliminate challenges associated with processing clays and provide the Company with the opportunity to define a low-cost pathway to production.

The Company's Wudinna tenements also contain extensive orogenic gold mineralisation, including a 279,000 oz gold JORC MRE, characterised by low levels of over-burden, amenable to open pit mining.

3. BACKGROUND TO AND REASONS FOR THE PLACING AND USE OF FUNDS

Cobra's recent metallurgical programme has demonstrated the potential to achieve high ionic recoveries by low-cost, low impact ISR. The proceeds of the Placing and the funds raised in respect of the Tranche 1 Placing Shares, being a total of £1.55 million (net of expenses) will be used to advance the project by:

• l Resource definition: Both aircore and sonic core drilling to support a maiden palaeochannel rare earth MRE;
• l Regional exploration: Aircore drilling aimed at testing priority palaeochannel targets prospective for ionic rare earth mineralisation;
• l Scaled ISR testing: Increase the scale of ISR bench scale tests at optimised conditions to produce a sufficient quantity of mixed rare earth carbonate for off take testing;
• l In field permeability testing: Aimed at emulating the ISR process to replicate permeability rates achieved at bench scale; and
• l Scoping study: The exploration executed through the above work plans will support a scoping study aimed at defining the economics of the low-cost ISR mining operation.

Figure 1: Use of funds, subsequent exploration plan and expected market sensitive news flow

4. TAKEOVER CODE

Completion of the Placing is conditional upon the approval of all Resolutions tabled at the General Meeting of the Company. The Resolutions to be tabled at the General Meeting include the Rule 9 Waiver Resolution to be approved by Independent Shareholders voting on a poll.

The Company is subject to the provisions of the Takeover Code and, as a result, the Shareholders are entitled to the benefit of takeover protection under the Takeover Code, further details of which are set out in paragraph 1 of Part II headed "Takeover Code Disclosures Relating to the Concert Party, Interests, Dealings and Arrangements" of this circular. Without the Rule 9 Waiver, the issue of the Tranche 2 Conditional Placing Shares to, and the exercise of the respective Corresponding Warrants by, certain members of the Concert Party would require the Concert Party to make a general offer for the entire issued and to be issued share capital of the Company, not already held by it (a mandatory offer). The Panel has agreed to waive the obligation to make an offer that would otherwise arise on the Concert Party under Rule 9 as a result of the issue of the Tranche 2 Conditional Placing Shares to, and the exercise of the respective Corresponding Warrants by, certain members of the Concert Party, subject to the approval of Independent Shareholders. Accordingly, Resolution 1 is being proposed at the General Meeting and will be taken on a poll.

The Rule 9 Waiver Resolution will require a simple majority of the votes cast on a poll vote of the Independent Shareholders. The members of the Concert Party are not considered to be independent and will not be entitled to vote on the Rule 9 Waiver Resolution.

The Panel has agreed with the Company to grant such a waiver subject to and conditional upon the passing of the Rule 9 Waiver Resolution at the General Meeting of the Company's Independent Shareholders to be held on 4 March 2025.

5. BACKGROUND TO AND DETAILS OF THE CONCERT PARTY

On 7 March 2019, the Company announced that it entered into the Lady Alice Acquisition Agreement, pursuant to which it would acquire: (i) 100 per cent. of the units in the Lady Alice Trust from the Concert Party; and (ii) the entire issued share capital of Lady Alice Mines Pty Ltd, as trustee of the Lady Alice Trust from the Lady Alice Shareholders.

The Company completed the Lady Alice Acquisition on 28 March 2019.

In consideration for the sale of the shares in Lady Alice Mines, the Company paid to the Lady Alice Shareholders A\$1,000.

In consideration for the assignment of 100 per cent. of the units in the Lady Alice Trust, on the January 2020 Re-admission, the Company issued to the Concert Party 10,058,224 Ordinary Shares (the "Initial Consideration Shares"). The Initial Consideration Shares represented 7 per cent. of the issued share capital of the Company as at January 2020 Re-admission. The Concert Party were also entitled to certain additional shares in repayment of expenses. A total of 14,661,938 Ordinary Shares were issued on various dates in full settlement of the reimbursement obligations. The Lady Alice Trust is the sole owner of: (i) 100 per cent. of right title and interest in the Prince Alfred Licence over the Prince Alfred Copper Project; and (ii) an entitlement to earn a 75 per cent. equity interest over five tenements in the Wudinna Gold and Rare Earth Project under the terms of the Wudinna Agreement with Andromeda Metals Limited.

The reimbursement

Under the terms of the Lady Alice Acquisition Agreement, the Company also acquired the total outstanding loan balance of the Concert Party in the Lady Alice Trust, which has been discharged in full with the last of the Ordinary Shares in respect of such reimbursement having been issued and allotted by the Company on 29 April 2021.

The options

Under the Lady Alice Acquisition Agreement, the Company granted certain options over Ordinary Shares in favour of the Concert Party.

The first option (the "First Option") was exercisable for the payment by the Concert Party, in the aggregate, of A\$1,500 and vested on the Lady Alice Trust having earned a 50 per cent. equity interest in the Wudinna Gold and Rare Earth Project under the Wudinna Agreement (the "First Qualifying Event").

The First Qualifying Event occurred and the Company issued 31,049,819 Ordinary Shares to the Concert Party on 11 June 2021, equal to 14 per cent. of the then total issued share capital of the Company.

The second option (the "Second Option") was exercisable for the payment by the Concert Party, in the aggregate, of A\$1,500 and vested on the Lady Alice Trust having earned a 65 per cent. equity interest in the Wudinna Gold and Rare Earth Project under the Wudinna Agreement (the "Second Qualifying Event").

On the Second Qualifying Event having occurred, and on exercise of the Second Option the Company was due to issue and allot 34,298,291 Ordinary Shares to the Concert Party. That number of Ordinary Shares would have caused the aggregate holding of the Concert Party to exceed 29.9 per cent. of the issued share capital of the Company and accordingly the Company and the Concert Party agreed that the Company would issue and allot 31,725,919 Ordinary Shares, bringing the aggregate holding of the Concert Party to 29.9 per cent. of the then issued share capital of the Company (which were duly issued on 11 November 2021), with a further 2,572,372 Consideration Shares to be issued and allotted at a future date when the additional Ordinary Shares to be issued would not result in the aggregate holding of the Concert Party exceeding 29.9 per cent. of the issued share capital of the Company. The balance of 2,572,372 Ordinary Shares were issued and allotted to the Concert Party on 26 October 2022 following private placements on 16 February 2022 (where the Concert Party subscribed for a total of 19,150,140 Ordinary Shares), 26 October 2022 and 1 November 2022 where a total of 151,966,668 Ordinary Shares were issued at 1.5 pence each.

The third option (the "Third Option") is exercisable for the payment by the Concert Party, in the aggregate, of A\$1,500 and shall vest on the announcement of a JORC-compliant Indicated Mineral Resource for the Wudinna Gold and Rare Earth Project of not less than 750,000 ounces of gold (the "Third Qualifying Event"). The Company has not yet achieved the Third Qualifying Event.

Subject to the Third Qualifying Event occurring, on exercise of the Third Option, the Company shall be obliged to issue and allot to the Concert Party a further 30,000,000 Ordinary Shares.

On 15 November 2023, the Company announced the result of an accelerated bookbuild which was supported by the Concert Party. In aggregate 60,600,000 Ordinary Shares and 60,600,000 warrants were issued to the Concert Party. The warrants were issued with a restriction on exercise to the effect that they could only be exercised if it would not result in the Concert Party holding in excess of 29.99 per cent. of the issued share capital of the Company at any time.

As at the date of this circular, the Concert Party have been issued or purchased, in aggregate, 219,261,101 Ordinary Shares (representing 27.41 per cent. of the share capital of the Company), consisting of:

• l 19,999,999 Ordinary Shares subscribed for cash as part of the placing in January 2020;
• l 16,124,856 Ordinary Shares for staged consideration pursuant to Lady Alice Acquisition Agreement on 12 January 2020;
• l 757,073 Ordinary Shares for staged consideration pursuant to Lady Alice Acquisition Agreement on 6 March 2020;
• l 2,173,913 Ordinary Shares which were purchased by the Concert Party as part of a placing completed by the Company's in October 2020;
• l 31,049,819 Ordinary Shares for staged consideration pursuant to Lady Alice Acquisition Agreement in December 2020;
• l 1,000,000 Ordinary Shares for staged consideration pursuant to Lady Alice Acquisition Agreement in March 2021;
• l 4,664,341 Ordinary Shares for staged consideration pursuant to Lady Alice Acquisition Agreement in April 2021;
• l 31,725,919 Ordinary Shares for staged consideration pursuant to Lady Alice Acquisition Agreement in November 2021;
• l 19,014,121 Ordinary Shares which were purchased by the Concert Party as part of a placing completed by the Company's in February 2022;
• l 2,110,000 Ordinary Shares which were purchased by the Concert Party as part of a placing completed by the Company's in June 2022;
• l 2,572,373 Ordinary Shares for staged consideration pursuant to Lady Alice Acquisition Agreement in November 2022;
• l 10,000,000 Ordinary Shares which were purchased by the Concert Party as part of a placing completed by the Company's in November 2022;
• l 60,600,000 Ordinary Shares which were purchased by the Concert Party as part of a placing completed by the Company in November 2023;
• l 12,060,000 Ordinary Shares which were issued to the Concert Party as part of a placing completed by the Company in April 2024;
• l 2,224,800 Ordinary Share on-market purchase in May 2024;
• l 1,406,387 Ordinary Share on-market purchase in July 2024;
• l 527,500 Ordinary Share on-market purchase in August 2024; and
• l 1,250,000 Ordinary Share on-market purchase in October 2024.

As a result of the Placing, the Concert Party would acquire shares, which when taken together with the shares already held, would result in it holding shares carrying more than 30 per cent. of the voting rights of the Company. The Concert Party are considered to be acting in concert with each other in relation to the Company for the purposes of the Takeover Code. The Concert Party members and their respective holdings are detailed in paragraph 1 of Part II headed "Takeover Code Disclosures Relating to the Concert Party, Interests, Dealings and Arrangements" of this circular.

6. BUSINESS OF THE GENERAL MEETING

The General Meeting of the Company, notice of which is set out in Part IV of this circular, is to be held at 9.00 a.m. on 4 March 2025 at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 107 Cheapside, London EC2V 6DN, United Kingdom. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions set out in full in the Notice of General Meeting, as summarised below:

The Rule 9 Waiver Resolution – Resolution 1

This is an ordinary resolution to approve the Rule 9 Waiver as required by the Takeover Code in respect of which only Independent Shareholders will be entitled to vote. As required by the Takeover Code, voting on the Rule 9 Waiver Resolution will be by means of a poll of Independent Shareholders and the members of the Concert Party are therefore not entitled to vote on the Rule 9 Waiver Resolution.

The Placing Shares and Fee Shares Allotment Resolution – Resolution 2

This is an ordinary resolution that, subject to the Rule 9 Waiver Resolution being passed by Independent Shareholders, authorises the Directors to allot new Ordinary Shares in the Company up to an aggregate nominal amount of £1,519,054.83 in connection with the Fee Shares, the Placing, the issue of the Corresponding Warrants and the issue of the Tranche 1 Placing Warrants. This authority will expire on 30 March 2027.

The Placing Shares and Fee Shares Disapplication Resolution – Resolution 3

This is a special resolution that, subject to the Rule 9 Waiver Resolution being passed by Independent Shareholders and Resolution 2 being passed by Shareholders, empowers the Directors to allot new Ordinary Shares pursuant to the authority given by the Resolution 2, as if section 561 of the Act did not apply to such allotment. This power will be limited to the allotment of new Ordinary Shares in the Company up to an aggregate nominal amount of £1,519,054.83 in connection with the Fee Shares, the Placing and, the issue of the Corresponding Warrants and the issue of the Tranche 1 Placing Warrants. This authority will expire on 30 March 2027.

The New General Authorities – Resolutions 4 and 5

Resolution 4 seeks authority to allot Ordinary Shares of up to a maximum nominal amount of £5,852,420. This is the 'Section 551 Amount' referred to in the Articles and is equal to 66.6 per cent. (i.e. two-thirds) of the Company's issued share capital of Ordinary Shares (following the allotment of the Placing Shares and the Fee Shares). In accordance with the IA Guidelines, one half of this Section 551 Amount, that is 33.3 per cent. (i.e. one-third) of the Company's issued ordinary share capital, (excluding treasury shares), can only be used if the relevant securities are equity securities and are offered in connection with a rights issue or other pre-emptive issues of equity shares which satisfies the conditions and may be subject to all or any of the exclusions specified in (b)(i) of Resolution 5.

The Directors have no current intention of issuing Ordinary Shares other than in relation to the Company's employee share schemes.

Resolution 5. Section 561 of the Act contains pre-emption rights that require all equity shares which it is proposed to allot for cash to be offered to existing Shareholders in proportion to existing shareholdings, unless a special resolution is passed to disapply such rights. Such rights do not apply to an issue otherwise than for cash, such as an issue in consideration of an acquisition. Subject to the passing of Resolution 3 and as noted therein, the proposed Resolution provides for the dis-application of statutory pre-emption rights for allotments of equity securities for cash, but limits this authority to the allotment of equity securities up to an aggregate nominal value of £2,926,184 (representing approximately one third of the Company's share capital following the allotment of the Placing Shares and the Fee Shares), provided that all allotments must be in the form of rights issues, open offers or other pre-emptive issues.

The Directors believe that the statutory requirements are too restrictive and, it is proposed that, subject to the passing of Resolution 4, the Directors should be able to allot shares for cash otherwise than pursuant to rights issues, open offers or other pre-emptive issues etc. amounting to no more than an aggregate nominal amount of £1,755,728 representing approximately 20 per cent. of the Company's share capital following the allotment of the Placing Shares and the Fee Shares. The broadening of the proposed Resolution to include pre-emptive issues other than rights issues is a departure from the strict wording of the IA Guidelines which is limited to rights issues, which the Directors regard as too restrictive. The above departures in Resolutions 4 and 5 from the strict wording of the IA Guidelines should not be taken to indicate that they are being disregarded, but rather that the proposed Resolutions are designed to provide greater flexibility for the Directors to determine the form of any future pre-emptive issues in the light of market conditions and practice, at the time such an issue may be proposed. The Directors have no current intention of issuing shares using this authority.

7. IMPORTANCE OF VOTING AND ACTION TO BE TAKEN IN RELATION TO THE GENERAL MEETING

You will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and to return it as soon as possible and in any case so as to be received by the Registrars, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL United Kingdom no later than 9.00 a.m. on 28 February 2025. If you hold Ordinary Shares in CREST you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrars (CREST Participant ID: RA10) so that it is received by no later than 9.00 a.m. on 28 February 2025. The return of the Form of Proxy or transmission of a CREST Proxy Instruction will not prevent you from attending the meeting and voting in person if you wish.

In the usual way we ask and encourage Shareholders to vote for the Resolutions by appointing the Chairman as a Shareholder's proxy. Accordingly, Shareholders are encouraged to vote their Ordinary Shares electronically via the Investor Centre app or at uk.investorcentre.mpms.mufg.com by not later than 9.00 a.m. on 28 February 2025 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it). Electronic votes and proxy votes should be submitted as early as possible and in any event, to be received by no later than 9.00 a.m. on 28 February 2025.

Any power of attorney or other authority under which the proxy is submitted must be sent to the Company by emailing it to info@cobraplc.com or sending it to MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to have been received by the Registrars by not later than 9.00 a.m. on 28 February 2025 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it).

In accordance with the Articles, all of the voting at the meeting will be conducted on a poll and there will be no show of hands. This means that your votes will all be counted for all the shares that you have.

Please remember to submit any questions in advance by email to info@cobraplc.com with the subject line "General Meeting Question".

If you wish to appoint a corporate representative, please contact the Registrar in the usual way.

8. INDEPENDENT ADVICE TO THE INDEPENDENT DIRECTORS

The Takeover Code requires the Independent Directors to obtain competent independent advice regarding the merits of transactions which are the subject of the Rule 9 Waiver Resolution, the controlling position they will create, and the effect which they will have on the Shareholders generally. Accordingly, Cairn, as the Company's independent financial adviser, has provided formal advice to the Directors regarding the issue of the Tranche 2 Conditional Placing Shares to, and the exercise of the respective Corresponding Warrants by, certain members of the Concert Party and the Rule 9 Waiver Resolution. Cairn confirms that it, and any person who is or is presumed to be acting in concert with it, is independent of any member of the Concert Party, save in respect of its engagement letter with the Company to act as the Company's Rule 3 Adviser in relation to the Rule 9 Waiver, and has no personal, financial or commercial relationship or arrangements or understandings with any member of the Concert Party.

9. RECOMMENDATION

The Independent Directors, having been so advised by Cairn, consider that the Placing is fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors Cairn has taken into account the Independent Director's commercial assessments.

The Independent Directors believe that the funds raised as a result of the Placing combined with the Tranche 1 Placing Shares will, once deployed in line with the Company's intentions set out in paragraph 3 of this Part I headed "Letter from the Chairman of Cobra Resources Plc", enable the Company to progress towards defining a scalable resource and advance the Boland Project towards commercialisation which should create value for Shareholders and project stakeholders. The Independent Directors appreciate the support of the Concert Party and others in achieving the Company's objectives.

David Clarke in his capacity as a Director of the Company, has not taken part in the decision to recommend that Independent Shareholders vote in favour of the Rule 9 Waiver Resolution to approve the Rule 9 Waiver and that all Shareholders vote in favour of the other Resolutions. These matters have been dealt with by the Independent Directors.

Accordingly, the Independent Directors recommend that Independent Shareholders vote in favour of the Rule 9 Waiver Resolution to approve the Rule 9 Waiver and that all Shareholders vote in favour of all of the Resolutions as they intend so to do in respect of their holdings in Ordinary Shares which amount, in aggregate to 3,308,333 Ordinary Shares, representing approximately 0.41 per cent. of the existing issued Ordinary Shares capital of the Company.

In accordance with the provisions of the Takeover Code, each member of the Concert Party is considered to be interested in the outcome of the Rule 9 Waiver Resolution and, accordingly, each of them will not vote on the Rule 9 Waiver Resolution.

Yours faithfully,

Gregory Hancock

Chairman Cobra Resources plc

PART II

TAKEOVER CODE DISCLOSURES RELATING TO THE CONCERT PARTY, INTERESTS, DEALING AND ARRANGEMENTS

1. CITY CODE ON TAKEOVERS AND MERGERS

The Company was incorporated in England and Wales on 25 January 2018 as a private company with limited liability under the Act with registered number 11170056. The Company re-registered as a public company on 17 July 2018. On 12 November 2018, the Company's issued share capital was admitted to listing on the Official List and admitted to trading on the Main Market. The Existing Ordinary Shares are admitted to the equity shares (transition) category of the Official List and to trading on the Main Market. Application will be made to the FCA for the Placing Shares and the Fee Shares to be admitted to the equity shares (transition) category of the Official List and to the London Stock Exchange for the Placing Shares and the Fee Shares to be admitted to trading on the Main Market. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company, is a listed or unlisted public company with its registered office and place of central management and control in the United Kingdom. Accordingly, the Takeover Code applies to the Company and, as such, its Shareholders are entitled to the protections afforded by the Takeover Code. The Takeover Code is issued and administered by the Panel.

Under Rule 9, any person who acquires an interest in shares (as defined in the Takeover Code), whether by a series of transactions over a period of time or not, which (taken together with any interest in shares held or acquired by persons acting in concert (as defined in the Takeover Code) with him) in aggregate, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required to make a general offer, in cash, to all of the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person which increases the percentage of shares carrying voting rights in which he is interested.

An offer under Rule 9 must be in cash or be accompanied by a cash alternative and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Under the Takeover Code, a concert party arises where persons, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined below) of a company or to frustrate the successful outcome of an offer for a company. "Control" means holding, or aggregate holdings, of shares carrying 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.

The Company has agreed with the Panel that the following persons are acting in concert in relation to the Company:

Name	Relationship
David Clarke	Former Lady Alice Unitholder and executive director of the Company
Dr Julie Maxine Clarke	De facto partner of David Clarke
Springton Trust	A discretionary trust of which David Clarke is a beneficiary
TC Development Corporation	The sole trustee of Springton Trust of which David Clarke is currently the sole Director and shareholder.
Craig Peter Ball and Suzanne Katherine Ball Former Lady Alice Unitholders and married
Nurragi Investments	Private investment company owned by Suzanne Ball
Jeffrey Bruce Parncutt	Former Lady Alice Unitholder

Assuming all Resolutions are approved and the Placing completes in accordance with its terms, the members of the Concert Party will be interested in 285,782,841 Ordinary Shares, representing 32.55 per cent. of the voting rights of the Company. Assuming exercise in full by the members of the Concert Party of their Existing Concert Party Warrants, their Existing Concert Party Options and the Corresponding Warrants to be issued to them as part of the Placing (and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for Ordinary Shares in the Company), the maximum potential holding of the members of the Concert Party would be 389,643,711 Ordinary Shares, representing approximately 39.69 per cent. of the enlarged voting rights of the Company.

A table showing the respective individual interests in Ordinary Shares of the members of the Concert Party on Admission and following the exercise of their Existing Concert Party Warrants, their Existing Concert Party Options and the Corresponding Warrants to be issued to them as part of the Placing is set out below:

					Total number	Percentage
					of Ordinary	of issued
					Shares	share capital
					assuming all	assuming all
					Existing	Existing
					Concert	Concert
					Party	Party
					Warrants,	Warrants,
					Existing	Existing
					Concert	Concert
					Party	Party
					Options and	Options and
					Correspond	Correspond
					ing Warrants	ing Warrants
					issued to the	issued to the
					Concert	Concert
					Party are	Party are
					exercised on	exercised on
					Admission	Admission
		Existing	Existing	Correspond	and no other	and no other
	Holding in	Concert	Concert	ing Warrants	Company	Company
	Ordinary	Party	Party	issued to the	options or	options or
	Shares on	Warrants on	Options on	Concert	warrants are	warrants are
Name	Admission	Admission	Admission	Party	exercised	exercised
David Clarke Springton
Account	53,507,336	–	–	–	53,507,336	5.45
David Brian Clarke	–	–	5,000,000	–	5,000,000	0.51
Springton Trust	7,195,497	1,666,667	–	–	8,862,164	0.90
TC Development
Corporation	23,974,406	20,200,000	–	11,087,203	55,261,609	5.63
Vidacos Nominees
Limited (on behalf of
David Clarke)	3,333,333	–	–	–	3,333,333	0.34
Bank of New York
Nominees (on behalf of
David Clarke)	4,881,187	–	–	–	4,881,187	0.50
Dr Julie Maxine Clarke	2,110,000	–	–	–	2,110,000	0.21
Craig Peter Ball &
Suzanne Katherine
Ball	29,298,126	1,666,667	–	–	30,964,793	3.15
Nurragi Investments	54,972,163	20,200,000	–	11,086,833	86,258,996	8.79
Vidacos Nominees
Limited (on behalf of
Craig and Suzanne Ball)	9,671,373	–	–	–	9,671,373	0.99
Nortrust Nominees
Limited (on behalf of
Jeffrey Bruce Parncutt)	96,839,420	–	–	–	96,839,420	9.86
Mutual Trust	–	20,200,000	–	11,086,833	31,286,833	3.19
Penn Nominees	– ––––––––––––––	1,666,667 ––––––––––––	– ––––––––––––	– ––––––––––––	1,666,667 ––––––––––––––	0.17 ––––––––––––
TOTAL	285,782,841	65,600,001	5,000,000	33,260,869	389,643,711	39.69
	–––––––––––––– ––––––––––––––	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––	–––––––––––––– ––––––––––––––	–––––––––––– ––––––––––––

As at the date of this circular, the Concert Party hold, in aggregate, 219,261,101 Ordinary Shares (representing 27.41 per cent. of the share capital of the Company).

Save as set out in the table above, no member of the Concert Party owns any other Ordinary Shares, warrants or any other rights over Ordinary Shares.

Following Admission, the members of the Concert Party will be interested in Ordinary Shares carrying more than 30 per cent. of the voting rights of the Company but will not hold Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9. The exercise by the members of the Concert Party of their Existing Concert Party Warrants, their Existing Concert Party Options and the respective Corresponding Warrants to be issued to them as part of the Placing described above would normally trigger an obligation for an offer to be made under Rule 9. However, subject to the approval of the Independent Shareholders taken on a poll, the Panel has agreed to waive this obligation such that there will be no requirement for an offer to be made in respect of the exercise of such warrants and options.

The Panel has agreed to waive the obligation to make an offer that would otherwise arise on the Concert Party under Rule 9 as a result of the issue of the Tranche 2 Conditional Placing Shares to, and the exercise of the respective Corresponding Warrants by, certain members of the Concert Party, subject to the approval of Independent Shareholders. Accordingly, Resolution 1 is being proposed at the General Meeting and will be taken on a poll.

The Waiver Resolution will require a simple majority of the votes cast on a poll vote of the Independent Shareholders. The members of the Concert Party are not considered to be independent and will not be entitled to vote on the Rule 9 Waiver Resolution.

The waiver to which the Panel has agreed under the Takeover Code will be invalidated if any purchases of Ordinary Shares are made by any member of the Concert Party, or any person acting in concert with it, in the period between the date of this circular and the General Meeting. No member of the Concert Party, nor any person acting in concert with it, has purchased Ordinary Shares with the knowledge that the Company intended to seek Shareholder approval to the Rule 9 Waiver.

In each case above it is assumed that no member of the Concert Party nor any person acting in concert with it has converted any convertible securities or exercised any option or any other right to subscribe for Ordinary Shares in the Company following the date of this circular.

"Squeeze out Rules"

In the event a bidder for shares in the Company acquires at least nine-tenths in value of the issued share capital of the Company to which an offer relates, the bidder may, in accordance with the procedure set out in section 979 of the Act require the holders of any shares he has not acquired to sell them subject to the terms of the offer. Those Shareholders may in turn require the bidder to purchase their shares on the same terms.

Except as set out above, the Company is not aware of the existence of any mandatory takeover bid pursuant to the rules of the Takeover Code, or any circumstances which may give rise to any takeover bid, and the Company is not aware of any takeover bid for the Company's issued share capital in the financial period year end to 31 December 2023 or in the current financial year by third parties, or of any squeeze-out or sell-out rules in relation to the Ordinary Shares.

Save as disclosed above, the Company is not aware of any person or persons who either alone or, if connected, jointly, who at the date of this circular and following the implementation of the Placing and Admission will, directly or indirectly, control the Company, where control means owning 30 per cent. or more of the voting rights attaching to the share capital of the Company.

Save as set out in this circular, the Company is not aware of any arrangements in place or under negotiation which may at a subsequent date result in a change in control of the Company.

2. DETAILS OF THE CONCERT PARTY

The addresses, biographies and other information for each member of the Concert Party are as follows:

1. David Clarke

• a. Address: 194 Archer Street, North Adelaide, SA 5006, Australia.
• b. Holding: David Clarke holds his Ordinary Shares, Existing Concert Party Warrants and Existing Concert Party Options in his own name, through nominee companies (Vidacos Nominees Limited and Bank of New York Nominees), via Springton Trust (some of which are registered in the name of the trustee, TC Development Corporation) and via TC Development Corporation. Springton Trust is a family trust of which David Clarke, amongst others, is a beneficiary. David Clarke also holds his interest in Ordinary Shares under the name of his de facto partner, Dr Julie Maxine Clarke. Details of the above are set out in paragraphs 4(ii)(a) and 4(ii)(b) of Part II headed "Takeover Code Disclosures Relating to the Concert Party, Interests, Dealings and Arrangements" of this circular.
• c. Biography: A geologist with more than 55 years' professional experience and circa 40 years' as a director of public companies. David was a geologist with the Commonwealth Department of the Interior and a Chief Geologist at Santos. David played a role in the discovery, development and production of the million ounce Tuckabianna gold mine in Western Australia, the Newrybar mineral sand mine in New South Wales, the Mud Tank vermiculite mine in the Northern Territory, and the Mindarie minerals and mine in South Australia. David participated in the discovery of 13 economic oil fields and was involved in the discovery of the Siviour graphite mineralisation (which are now reserves).
• d. Springton Trust:
  • i. Trustee: TC Development Corporation.
  • ii. Address: 194 Archer Street, North Adelaide, SA 5006, Australia.
  • iii. Business and prospects: Springton Trust is a discretionary trust of which David Clarke is, amongst others, a beneficiary.
  • iv. There are no accounts available for Springton Trust.
  • v. Springton Trust has not entered into any material contracts (not being a contract entered into in the ordinary course of business) during the period beginning two years prior to the Latest Practicable Date.
  • vi. TC Development Corporation holds Ordinary Shares as trustee for Springton Trust.
  • vii. Springton Trust is financing its participation in the Placing through £255,000 of cash made available by David Clarke.
• e. TC Development Corporation
  • i. Director: David Clarke.
  • ii. Address: 194 Archer Street, North Adelaide, SA 5006, Australia.
  • iii. Business and prospects: TC Development Corporation is a private investment holding company and acts solely as trustee of the Springton Trust.
  • iv. The unaudited financial information for the periods ended 30 June 2023 and 30 June 2024 for TC Development Corporation are set out in Section B of Appendix A to this Part II of this circular.
  • v. TC Development Corporation has not entered into any material contracts (not being a contract entered into in the ordinary course of business) during the period beginning two years prior to the Latest Practicable Date.
  • vi. Shareholder: David Clarke is the sole shareholder.
• vii. Save for David Clarke, through his holding in TC Development Corporation, no other person has an interest or potential interest in 5 per cent. or more of the Company as a result of its holding in TC Development Corporation.
• viii. There are no current ratings or outlooks publicly accorded to TC Development Corporation by ratings agencies.

2. Jeffrey Bruce Parncutt

• a. Address: Level 32, 360 Collins St, Melbourne, Vic 3000, Australia.
• b. Holding: Jeffrey Bruce Parncutt holds his Ordinary Shares and Existing Concert Party Warrants through Mutual Trust (as the Australian sub-custodian for Penn Nominees), Penn Nominees and Nortrust Nominees (as trustee for the Northern Trust Company, a UK custodian), details of which are set out in paragraph 1 of this Part II headed "Takeover Code Disclosures Relating to the Concert Party, Interests, Dealings and Arrangements" of this circular.
• c. Biography: Jeffrey Bruce Parncutt has over 40 years' experience in investment management, investment banking and stock broking. He is the former Executive Director of DGO Gold Ltd, former Managing Director of McIntosh Securities Ltd, former Senior Vice President of Merrill Lynch, former director of ASX and De Grey Mining Ltd. He is the current Chairman of the Lion Capital Group, director of The Australian Ballet, and a trustee of the Helen Macpherson Smith Trust. In addition, he is the founding shareholder of Discover Co. Pty Ltd.
• d. Mutual Trust is a family office providing wealth management and custodian services amongst other services. With respect to the Ordinary Shares, Mutual Trust acts as the Australian subcustodian to Penn Nominees. The registered office of Mutual Trust is Level 32, 360 Collins St, Melbourne, Vic 3000, Australia. The funds in respect of Mutual Trusts' participation in the Placing of £255,000 will be provided by Jeffrey Bruce Parncutt as beneficial owner of the Placing Shares to be purchased.
• e. The Northern Trust Company is a global financial institution which provides wealth management amongst other services. Ordinary Shares (beneficially held by the Parncutt family) held through The Northern Trust Company are legally held in nominee with Nortrust Nominees.

3. Craig Peter Ball

• a. Address: 100 Kingston Terrace, North Adelaide, South Australia 5006, Australia.
• b. Holding: Craig Peter Ball and Suzanne Katherine Ball hold their Ordinary Shares and Existing Concert Party Warrants through Nurragi Investments, Vidacos Nominees Limited and under both their own names, details of which are set out in paragraph 4(ii)(b) of this Part II headed "Takeover Code Disclosures Relating to the Concert Party, Interests, Dealings and Arrangements" of this circular.
• c. Biography: Craig Ball commenced stockbroking at Taylor Collison in 1987 and has principally worked in equity capital markets. Craig Ball has been responsible for numerous IPOs, underwritings and placements for companies across a broad cross section of industries including automotive, biotech, mining, oil and gas, wine manufacturing and industrial companies. Criag Ball is presently a non-executive director of Cobram Estate Olives, Australia's largest olive oil producer. Craig has a Bachelor of Economics from the University of Adelaide and is a former chartered accountant.
• d. Biography: Suzanne Ball is a retired business operator having worked in the apparel industry before entering the information services industry.
• e. Nurragi Investments:
  • i. Director: Suzanne Ball is the sole director. Criag Ball is the company secretary.
  • ii. Registered office: 100 Kingston Terrace, North Adelaide, South Australia 5006, Australia.
• iii. Business and prospects: Nurragi Investments is a private investment holding company.
• iv. The unaudited profit and loss statement and balance sheet for the years ended 30 June 2024 and 30 June 2023 for Nurragi Investments are set out in Section A of Appendix A to this Part II of this circular.
• v. The subscription to the Placing by Nurragi Investments represents less than 10 per cent. of the total assets of Nurragi Investments as at 16 December 2024, therefore there will be no material impact on the assets of Nurragi Investments as a result of the Placing. Given Nurragi Investments is using cash resources to subscribe for the Placing, and in the short term there are not proposed to be any dividends made by the Company, there will be no material impact on the earnings of Nurragi Investments as a result of its participation in the Placing.
• vi. Material contracts: Nurragi Investments have not entered into any material contracts (not being a contract entered into in the ordinary course of business) during the period beginning two years prior to the Latest Practicable Date.
• vii. Shareholder: Suzanne Ball holds 100 per cent. of the issued share capital of Nurragi Investments.
• viii. Save for Craig Ball, being the husband of Suzanne Ball, and Suzanne Ball, through her holding in Nurragi Investments, no other person has an interest or potential interest in 5 per cent. or more of the Company as a result of its holding in Nurragi Investments.
• ix. There are no current ratings or outlooks publicly accorded to Nurragi Investments by ratings agencies.
• x. Nurragi Investments is financing its participation of £255,000 in the Placing through its retained earnings.
• f. Vidacos Nominees Limited is the legal owner of certain Ordinary Shares beneficially owned by Suzanne Ball and Craig Ball acting in its capacity as nominee.

For the avoidance of doubt, it should be noted that any director of TC Development Corporation and Nurragi Investments (together with the close relatives and related trusts of any of them), or any subsidiary or portfolio company owned by any of them, would also be presumed to be acting in concert with the Concert Party.

3. INTENTIONS OF THE CONCERT PARTY FOLLOWING ADMISSION

Following Admission, it is the intention of the Company to define a scalable resource and advance the Boland Project towards commercialisation. The Directors intend to deploy the funds raised through the Placing and the Tranche 1 Placing Shares as set out in paragraph 3 of Part I headed "Letter from the Chairman of Cobra Resources Plc" of this circular with the long-term commercial justification of creating Shareholder value. The Concert Party have confirmed that, following Admission, their intention is that the business of the Company will remain the same and that they intend to support the Directors in achieving advancement of the Boland Project for value creation. In addition the Concert Party have confirmed that they have no intention to make changes regarding:

• l the location of the Company's places of business, including the location of the Company's headquarters and the headquarter's functions;
• l the continued employment of the Company's employees and management, including any material changes in the terms of employment, or changes in the balance of skills and functions of employees and management;
• l the redeployment of the fixed assets of the Company; and
• l the maintenance of any existing trading facilities for the Ordinary Shares (i.e. the trading of the Company's shares on the Main Market).

The Company does not currently have any pension scheme arrangement nor does it currently have any research and development activities.

4. DISCLOSURE OF INTERESTS AND DEALINGS IN RELEVANT SECURITIES

i. Definitions

For the purposes of this Part II headed "Takeover Code Disclosures Relating to the Concert Party, Interests, Dealings and Arrangements":

• (a) persons "acting in concert" comprises persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined below) of a company or to frustrate the successful outcome of an offer for a company. A person and each of its Affiliated persons will be deemed to be acting in concert all with each other;
• (b) "arrangement" includes any indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which may be an inducement to deal or refrain from dealing;
• (c) "connected person" means in relation to any person a person whose interest in shares is one in which the first mentioned person is also taken to be interested pursuant to Part 22 of the Act;
• (d) "control" means an interest or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company which are exercisable at a general meeting, irrespective of whether the holding or aggregate holding gives de facto control;
• (e) "dealing" or "dealt" includes the following:
  • a. the acquisition or disposal of relevant securities, of the right (whether conditional or absolute) to exercise or direct the exercise of voting rights attaching to relevant securities, or of general control of relevant securities;
  • b. the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including without limitation a traded option contract) in respect of any relevant securities;
  • c. subscribing or agreeing to subscribe for relevant securities (whether in respect of existing or new securities);
  • d. the exercise or conversion, (whether in respect of new or existing relevant securities), of any relevant securities carrying conversion or subscription rights;
  • e. the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to relevant securities;
  • f. entering into, terminating or varying the terms of any agreement to purchase or sell relevant securities;
  • g. the redemption or purchase of, or taking or exercising an option over, any of its own relevant securities by the offeree company or an offeror; and
  • h. any other action resulting, or which may result, in an increase or decrease in the number of relevant securities in which a person is interested or in respect of which he has a short position;
• (f) "derivative" includes any financial product whose value in whole or in part is determined, directly or indirectly, by reference to the price of an underlying security;
• (g) "disclosure date" means the Latest Practicable Date;
• (h) "disclosure period" means the period commencing on 26 November 2023, being the date 12 months prior to the date of the announcement of the Placing and ending on the disclosure date;
• (i) being "interested" in relevant securities includes where a person:
  • a. owns relevant securities;
  • b. has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to the relevant securities or has general control of them;
  • c. by virtue of any agreement to purchase, option or derivative,
    • i. has the right or option to acquire relevant securities or call for their delivery; or
    • ii. is under an obligation to take delivery of them,

whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or

• d. is party to any derivative whose value is determined by reference to their price and which results, or may result, in his having a long position in them;
• (j) "relevant securities" includes:
  • a. Ordinary Shares in the Company (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof, or as the context requires; or
  • b. shares in Nurragi Investments (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof, or as the context requires; or
  • c. shares in TC Development Corporation (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof, or as the context requires.
• (k) "short position" means any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, agreement to sell or any delivery obligation or right to require any other person to purchase or take delivery.

ii. Interests in relevant securities

As at the close of business on the Latest Practicable Date:

(a) the following Directors (and their connected persons, including any person acting in concert with the Company and any person with whom the Company or any person acting in concert with the Company has an arrangement) had an interest in, a right to subscribe in or a short position in certain Company relevant securities. The nature of the interests or rights concerned and number of Company relevant securities to which these apply are listed below:

		Number of
		Ordinary
		Shares/	Percentage
		interest	of current
		over	issued
		Ordinary	Ordinary
		Shares	Share
		held at	capital as
			the Latest at the Latest
		Practicable	Practicable
Name	Nature of interest or rights concerned	Date	Date
David Clarke*	Ordinary Shares	72,827,353	9.10
	Existing Concert Party Warrants	21,866,667	–
	Existing Concert Party Options	5,000,000	–
Greg Hancock	Ordinary Shares	400,000	0.05
	Options over Ordinary Shares in the Company	5,000,000	–
	Warrants over Ordinary Shares in the Company	200,000	–
Daniel Maling	Ordinary Shares	2,075,000	0.26
	Options over Ordinary Shares in the Company	5,000,000	–
	Warrants over Ordinary Shares in the Company	1,200,000	–
Rupert Verco	Ordinary Shares	833,333	1.04
	Options over Ordinary Shares in the Company	3,000,000	–
	Warrants over Ordinary Shares in the Company	666,666	–

* David Clarke's holding includes those of Dr Julie Clarke as his de facto partner (2,110,000 Ordinary Shares).

For reference, as at the Latest Practicable Date, the total number of Ordinary Shares in issue in the Company is 799,871,460.

As set out in sub paragraph (b) below, David Clarke has conditionally subscribed for 22,174,406 Placing Shares and 11,087,203 Corresponding Warrants through Springton Trust.

(b) the Concert Party (including any directors of Concert Party members, any person acting in concert with the Concert Party or any person with whom the Concert Party or any person acting in concert with the Concert Party has an arrangement) had an interest in, a right to subscribe in or a short position in certain Company relevant securities. The nature of the interests or rights concerned and number of Company relevant securities to which these apply are listed below:

			Number of
			Ordinary	Percentage
			Shares/	of current
			interest	issued
			over	Ordinary
			Ordinary	Share
			Shares held	capital as
			at the	at the
			Latest	Latest
Beneficial		Nature of interest or	Practicable	Practicable
holder	Legal holder	rights concerned	Date	Date
David Clarke	David Clarke Springton Account	Ordinary Shares	53,507,336	6.69
	Dr Julie Maxine Clarke	Ordinary Shares	2,110,000	0.26
	Springton Trust	Ordinary Shares	7,195,497	0.90
	Springton Trust	Existing Concert
		Party Warrants	1,666,667	–
	David Clarke	Existing Concert Party
		Options	5,000,000	–
	TC Development Corporation	Ordinary Shares	1,800,000	0.23
	TC Development Corporation	Existing Concert Party
		Warrants	20,200,000	–
	Vidacos Nominees	Ordinary Shares	3,333,333	0.42
	Bank of New York Nominees	Ordinary Shares	4,881,187	0.61
Craig Ball and
Suzanne Ball	Criag Ball and Suzanne Ball	Ordinary Shares	29,298,126	3.66
	Nurragi Investments	Ordinary Shares	32,798,496	4.10
	Vidacos Nominees	Ordinary Shares	9,671,373	1.21
	Criag and Suzanne Ball	Existing Concert Party
		Warrants	1,666,667	–
	Nurragi Investments	Existing Concert Party
		Warrants	20,200,000	–
Jeffrey Bruce
Parncutt	Nortrust Nominees	Ordinary Shares	74,665,753	9.33
	Penn Nominees	Existing Concert Party
		Warrants	1,666,667
	Mutual Trust	Existing Concert Party
		Warrants	20,200,000

Pursuant to the Placing, certain members of the Concert Party have conditionally subscribed for Placing Shares and Corresponding Warrants as follows:

		Number of
	Number of	Corres
	Placing	ponding
Concert Party member	Shares	Warrants
Springton Trust	22,174,406	11,087,203
Mutual Trust	22,173,667	11,086,833
Nurragi Investments	22,173,667	11,086,833

(c) The interests in Ordinary Shares of the director of Nurragi Investments (being Suzanne Ball) and the director of TC Development Corporation (being David Clarke) are set out in paragraph 4(ii)(b) and paragraph 4(ii)(a) above respectively.

(d) Save for David Clarke's 100 per cent. holding in TC Development Corporation, neither the Company nor any of the Independent Directors hold any interest or right to subscribe or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in the relevant securities of Nurragi Investments or TC Development Corporation.

iii. Dealings in relevant securities of the Company

At the close of business on the disclosure date:

(a) David Clarke and his respective immediate families and related trusts had dealt for value in the relevant securities of the Company during the disclosure period as follows:

Name	Date of Transaction	Number of Ordinary Shares acquired	Price paid per Ordinary Share (p)
David Clarke	16 January 2024	1,800,000	1.0
David Clarke	7 May 2024	2,224,800	1.08
David Clarke	11 July 2024	1,406,387	0.9716
David Clarke	3 October 2024	650,000	1.229
David Clarke	4 October 2024	350,000	1.24
David Clarke	7 October 2024	250,000	1.299

iv. Disclosures

• (a) Save as disclosed in paragraphs 4(ii)(a) and (b) and paragraph 4(iii)(a) above, no member of the Concert Party (including any members of their respective immediate families, related trusts or connected persons), nor any director of a Concert Party member, nor any person with whom the Concert Party or any person acting in concert with the Concert Party has an arrangement had any interest in or a right to subscribe for, or had any short position, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, any relevant securities of the Company, nor had any of them dealt for value in any relevant securities of the Company during the disclosure period.
• (b) There are no relevant securities in the Company in respect of which any member of the Concert Party or any person acting in concert with any member of the Concert Party has borrowed or lent at any time during the disclosure period.
• (c) Save as disclosed in paragraph 4(ii)(a), (b), (c) and (d) and paragraph 4(iii)(a) above, neither the Company nor any of the Directors (including any members of such Directors' respective immediate families, related trusts or connected persons), nor any person with whom the Company or any person acting in concert with the Company has an arrangement, nor any person acting in concert with the Company had any interest in or right to subscribe for, or had any short position, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, in relation to any relevant securities nor had any of them dealt for value in any relevant securities of the Company during the disclosure period.
• (d) There are no relevant securities in the Company in respect of which the Company or any of the Directors (including any members of such Directors' respective immediate families, related trusts or connected persons) or any person acting in concert with the Company has borrowed or lent (save for any borrowed relevant securities which have either been on-lent or sold) at any time during the disclosure period.
• (e) The Company has not redeemed or purchased any relevant securities in the Company during the disclosure period.
• (f) No agreement, arrangement or understanding exists whereby the legal and/or beneficial ownership of any of the Placing Shares to be issued to the Concert Party pursuant to the Placing, will be transferred to any other person as a result of the Placing or otherwise.
• (g) There are no agreements, arrangements or understandings (including any compensation arrangement) between any member of the Concert Party and anyone acting in concert with it and any of the Directors, recent Directors, Shareholders or recent Shareholders of the Company, or any person interested or recently interested in Ordinary Shares of the Company or any of them, or any other person, having any connection with or dependence upon the proposals set out in this circular.
• (h) Save for the engagement letter to act as Rule 3 Adviser to the Company (of which David Clarke is a Director) in relation to the Rule 9 Waiver, there are no relationships (personal, financial or commercial), arrangements or understandings between the Concert Party, any member of the Concert Party and Cairn or any person who is, or presumed to be, acting in concert with Cairn.
• (i) There are no relationships (personal, financial or commercial), arrangements and understandings between the Concert Party and any of the Directors (or their respective close relatives and related trusts).
• (j) There are no relationships (personal, financial or commercial), arrangements and understandings between the Concert Party and any of the Shareholders or any person who is, or presumed to be, acting in concert with any such Shareholder.
• (k) The members of the Concert Party will not be restricted from making an offer for the Company following the approval of the Rule 9 Waiver Resolution by the Independent Shareholders at the General Meeting.

5. MANAGEMENT INCENTIVES AND AGREEMENTS

• (a) There are no agreements, arrangements or understandings (including, without limitation, any compensation arrangement) which exists between the Concert Party or any person acting in concert with the Concert Party and any of the Directors, recent directors of the Company, Shareholders or recent Shareholders or any person interested in or recently interested in Ordinary Shares in the Company which are connected with or dependent on the outcome of the Placing.
• (b) There are no management incentives in place in connection with the Placing meant to encourage or facilitate the obtaining of the Rule 9 Waiver.
• (c) Save as disclosed in paragraph 3 of Part III headed "Additional Information" of this circular, there are no offer-related arrangements entered into with the Company or any member of the Concert Party.

6. MIDDLE MARKET QUOTATIONS

The middle market quotations for the Existing Ordinary Shares, as derived from the Daily Official List of London Stock Exchange, for the first Business Day of each of the six months immediately preceding the date of this circular are set out below:

	Price per
Date	Ordinary Share (in pence)
Latest Practicable Date	1.150
3 February 2025	1.150
2 January 2025	1.100
2 December 2024	1.000
1 November 2024	1.200
1 October 2024	1.175
2 September 2024	0.975

PART II

APPENDIX A

SECTION A – Financial Information on Nurragi Investments

Profit & Loss Statement 30 June

	2024 A\$	2023 A\$
Income Dividends Received Interest Received Profit on Sale of Assets Trust Distributions Ballpark JV Other Income	480,250 51,327 174,416 3,654 34,141 1,500 ––––––––––––	73,752 48,032 222,172 3,024 28,531 – ––––––––––––
Expenses General Interest Salary & Super	677,006 310 – – ––––––––––––	318,448 300 18,101 – ––––––––––––
Net Profit before Tax Tax	310 676,696 73,200 ––––––––––––	18,401 300,047 141,830 ––––––––––––
Net Profit After Tax	603,469 –––––––––––– ––––––––––––	158,217 –––––––––––– ––––––––––––
Balance Sheet as at 30 June	2024 A\$	2023 A\$
Share Capital Issued Capital Retained Earnings	1 10,317,502 ––––––––––––	1 9,714,006 ––––––––––––
Total Equity	10,317,503 –––––––––––– ––––––––––––	9,714,007 –––––––––––– ––––––––––––
represented by: Current Assets Related Party Advances Cash at Bank	1,961,426 3,881,304 ––––––––––––	– 6,057,081 ––––––––––––
Non-Current Assets Ballpark Vineyard Listed Securities Unlisted Securities	5,842,730 420,000 2,888,164 1,166,609 ––––––––––––	6,057,081 420,000 2,407,408 902,448 ––––––––––––
Total Assets	4,474,773 –––––––––––– 10,317,503 –––––––––––– ––––––––––––	3,729,856 –––––––––––– 9,786,937 –––––––––––– ––––––––––––

	2024 A\$	2023 A\$
Current Liabilities Sundry Creditors	–
Loans	– ––––––––––––	64,259 ––––––––––––
Non Current Liabilities	–	64,259
Bank SA – Ballpark J/V	– ––––––––––––	8,671 ––––––––––––
Total Liabilities	– –––––––––––– ––––––––––––	72,930 –––––––––––– ––––––––––––
Net Assets	10,317,503 –––––––––––– ––––––––––––	9,714,007 –––––––––––– ––––––––––––

SECTION B – Financial Information on TC Development Corporation

Profit & Loss Statement for the year ended 30 June 2023

	2023 A\$	2022 A\$
Expenses Bank charges	– – ––––––––––––	60 60 ––––––––––––
Net Profit (Loss)	– ––––––––––––	(60) ––––––––––––
Retained earnings (accumulated losses) at the beginning of the financial year	(7,094) ––––––––––––	(7,034) ––––––––––––
Retained Earnings (Accumulated Losses) At The End Of The Financial Year	(7,094) –––––––––––– ––––––––––––	(7,094) –––––––––––– ––––––––––––
Balance Sheet For the year ended 30 June 2023
Note	2023 A\$	2022 A\$
Current Assets Other current assets 3	– ––––––––––––	1,419 ––––––––––––
Total Current Assets	– ––––––––––––	1,419 ––––––––––––
Total Assets	– –––––––––––– ––––––––––––	1,419 –––––––––––– ––––––––––––
Non-current Liabilities Borrowings 4	7,079 ––––––––––––	8,498 ––––––––––––
Total Non-current Liabilities	7,079 –––––––––––– ––––––––––––	8,498 –––––––––––– ––––––––––––
Total Liabilities	7,079 –––––––––––– ––––––––––––	8,498 –––––––––––– ––––––––––––
Net Liabilities	(7,079) –––––––––––– ––––––––––––	(7,079) –––––––––––– ––––––––––––
Equity Issued capital Retained Earnings	15 (7,094) ––––––––––––	15 (7,094) ––––––––––––
Total Equity	(7,079) –––––––––––– ––––––––––––	(7,079) –––––––––––– ––––––––––––

Notes To The Financial Statements For the year ended 30 June 2023

The financial statements cover the business of TC Development Corporation Pty Ltd and have been prepared to meet the needs of stakeholders and to assist in the preparation of the tax return.

Comparatives are consistent with prior years, unless otherwise stated.

1. Basis of preparation

TC Development Corporation Pty Ltd is non-reporting since there are unlikely to be any users who would rely on the general purpose financial statements.

The special purpose financial statements have been prepared in accordance with the significant accounting policies presented below and do not comply with any Australian Accounting Standards unless otherwise stated.

The financial statements have been prepared on an accruals basis and are based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets, and financial liabilities.

Significant accounting policies adopted in the preparation of these financial statements are presented below and are consistent with prior reporting periods unless otherwise stated.

2. Summary of significant accounting policies

Dividend Franking Account

No franked dividends are available to be paid due to no retained profits in the company. This is based on the company's franking account at 30 June 2023, adjusted for franking credits that will arise from the payment of income tax payable on profits for the financial year ended 30 June 2023, franking debits that will arise from the payment of dividends proposed as at the end of the financial year, and limited by the balance of distributable profits.

3. Other Assets

	2023 A\$	2022 A\$
Current	– ––––––––––––	1,419 ––––––––––––
Income tax refundable	– –––––––––––– ––––––––––––	1,419 –––––––––––– ––––––––––––
4. Borrowing	2023	2022
Non-current	A\$	A\$
Loans From Directors – Unsecured D Clarke	7,079	8,498
	–––––––––––– 7,079 ––––––––––––	–––––––––––– 8,498 ––––––––––––
	7,079 –––––––––––– ––––––––––––	8,498 –––––––––––– ––––––––––––

PART III

ADDITIONAL INFORMATION

1. RESPONSIBILITY

• 1.1 Save for in relation to the views of the Independent Directors as to the merits of the Placing and the recommendation provided to Shareholders set out in paragraph 9 of Part I of this circular, for which the Independent Directors are solely responsible, the Directors, whose names appear on page 3 of this circular, accept responsibility for the information contained in this circular (including any expressions of opinion), other than information relating to the Concert Party, their immediate family, related trusts and companies and persons connected to them. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this circular (including any expressions of opinion) for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
• 1.2 The Concert Party members, whose names and addressed are set out in paragraph 2 of Part II of this circular, accept responsibility for the information contained in this circular (including any expressions of opinion) relating to the Concert Party and their immediate families, related trusts and companies and persons connected to them. To the best of the knowledge and belief of the Concert Party (who have taken all reasonable care to ensure that such is the case), the information contained in this circular (including any expressions of opinion) for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. INFORMATION ON THE COMPANY

• 2.1 The Company is a public company limited by shares in England and Wales with registered number 11170056.
• 2.2 The principal legislation under which the Company operates is the Act and the regulations made thereunder.
• 2.3 The Company's registered office is at 9th Floor, 107 Cheapside, London EC2V 6DN, United Kingdom.

3. OFFER-RELATED AGREEMENTS

3.1 On 20 November 2024, the Company entered into an engagement letter with Cairn pursuant to the terms of which Cairn was retained by the Company to provide advice to the Independent Directors in connection with the Rule 9 Waiver. The engagement letter contains customary indemnities from the Company in favour of Cairn.

4. SERVICE CONTRACTS OF DIRECTORS

4.1 The terms of the Chief Executive Officer's service arrangement is summarised below:

Rupert Verco

Mr. Verco and the Company are parties to an agreement dated June 2021, as amended on 13 August 2022, pursuant to which Mr. Verco agreed to serve as a manager of the Company in the first instance and, with effect from 22 August 2022, as Chief Executive Officer. The service agreement may be terminated by either party giving not less than 6 months' notice in writing. The service agreement contains provisions for early termination in the event, inter alia, of a breach of a material term of the service agreement by the director. The basic annual salary payable to Mr. Verco is currently A\$300,000 per annum to be paid in A\$. Mr. Verco is also entitled to a discretionary annual bonus, 5 weeks annual leave, pension contributions at the rate of 9 per cent. of base salary and membership of the Company's private medical scheme.

4.2 The terms of the Executive Director of Business Development & Asset Marketing's service arrangement is summarised below:

David Clarke

Mr. Clarke and the Company are parties to an agreement dated 18 March 2024 (replacing a non-executive director appointment letter dated 1 September 2023) pursuant to which Mr. Clarke agreed to serve as an Executive Director, Business Development and Asset Marketing. The position is a full-time role with 20 days holiday entitlement in addition to UK public holidays. The agreement may be terminated by either party giving not less than six months' notice in writing. The agreement contains provisions for summary termination in the event, inter alia, material breach of the agreement by Mr. Clarke. The basic annual fee payable to Mr. Clarke is currently £50,000 per annum. Mr Clarke is entitled to be considered for an annual bonus based upon performance. Mr Clarke's position is pensionable with Mr Clarke entitled to be enrolled in the Company's stakeholder pension scheme and to membership of the Company's private medical scheme.

4.3 The terms of the Non-Executive Directors' letters of appointment are summarised below:

(a) Greg Hancock

Mr. Hancock and the Company are parties to an agreement dated 1 March 2018 pursuant to which Mr. Hancock agreed to serve as a Non-Executive Director. The agreement may be terminated by either party giving not less than one months' notice in writing. The agreement contains provisions for early termination in the event, inter alia, of a breach of a material term of the agreement by Mr. Hancock in his capacity as a Non-Executive Director and, where such breach is capable of remedy, Mr. Hancock fails to remedy the breach within 30 days of notice provided by the Board or where Mr. Hancock ceases to be a statutory Director for any reason. The basic annual fee payable to Mr. Hancock is currently £34,000 per annum.

(b) Daniel Maling

Mr. Maling and the Company are parties to an agreement dated 1 May 2020 pursuant to which Mr. Maling agreed to serve as a Non-Executive Director. The agreement may be terminated by either party giving not less than own months' notice in writing. The agreement contains provisions for early termination in the event, inter alia, of a breach of a material term of the agreement by Mr. Maling and, where such breach is capable of remedy, Mr. Maling fails to remedy the breach within 30 days of notice provided by the Board or where Mr. Maling ceases to be a statutory Director for any reason. The basic annual fee payable to Mr. Maling is currently £24,000 per annum.

4.4 Save as set out in paragraphs 4.1, 4.2 and 4.3 above, there are no service contracts, appointment letters or consultancy agreements between any of the Directors and the Company or any of its subsidiaries and no such contract has been entered into or amended or replaced within the six months preceding the date of this circular and no such contracts are proposed.

5. FINANCIAL INFORMATION AND MATERIAL CONTRACTS RELATING TO THE COMPANY AND INCORPORATION BY REFERENCE

The following table sets out:

• (a) financial information in respect of the Company as required by Rule 24.3(e) of the Takeover Code; and
• (b) summaries of each material contract, other than contracts entered into in the ordinary course of business, to which the Company is a party, within the period from 14 February 2023 and including 14 February 2025 (being the period of two years immediately preceding the Latest Practicable Date prior to the publication of this circular) and any other contract (not being a contract entered into in the ordinary course of business) entered into by the Group which contains any provision under which any member of the Group has an obligation or entitlement which is material to the Group as at the date of this circular.

The documents referred to in the table are incorporated into this circular by reference pursuant to Rule 24.15 of the Takeover Code:

Document	Section	Web Link	Page reference in relevant document
Unaudited financial statements of the Company for the six months ended 30 June 2024	Consolidated statement of comprehensive income	https://res.cloudinary.com/investorhub /raw/upload/v1734525023/leaf prod/234/documents/Cobra_-_Half_Y ear_Results_250924_u7uj3n.pdf#pag e=7	7 to 8
	Consolidated statement of financial position	https://res.cloudinary.com/investorhub /raw/upload/v1734525023/leaf prod/234/documents/Cobra_-_Half_Y ear_Results_250924_u7uj3n.pdf#pag e=9	9
	Consolidated statement of cash flows	https://res.cloudinary.com/investorhub /raw/upload/v1734525023/leaf prod/234/documents/Cobra_-_Half_Y ear_Results_250924_u7uj3n.pdf#pag e=10	10
	Statement of changes in equity	https://res.cloudinary.com/investorhub /raw/upload/v1734525023/leaf prod/234/documents/Cobra_-_Half_Y ear_Results_250924_u7uj3n.pdf#pag e=11	11
	Notes to financial statements	https://res.cloudinary.com/investorhub /raw/upload/v1734525023/leaf prod/234/documents/Cobra_-_Half_Y ear_Results_250924_u7uj3n.pdf#pag e=12	12 to 14
Audited financial statements of the Company for the year ended 31 December 2023	Independent auditor's report	https://storage.googleapis.com/leaf prod/uploads/company_profile/corpor ate_page/234/section_attachment/ec b8e537-a392-408b-ab26- 658fbd09bd0a.pdf#page=44	42 to 49
	Consolidated statement of comprehensive income	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /ecb8e537-a392-408b-ab26- 658fbd09bd0a.pdf#page=53	51
	Consolidated statement of financial position	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /ecb8e537-a392-408b-ab26- 658fbd09bd0a.pdf#page=54	52
	Cash flow statement	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /ecb8e537-a392-408b-ab26- 658fbd09bd0a.pdf#page=58	56

	Statement of changes in equity	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /ecb8e537-a392-408b-ab26- 658fbd09bd0a.pdf#page=56	54
	Notes to financial statements	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /ecb8e537-a392-408b-ab26- 658fbd09bd0a.pdf#page=60	58 to 80
Audited financial statements of the Company for the year ended 31 December 2022	Independent auditor's report	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /f05eae56-3e79-42d2-b60a 2a875c07d65d.pdf#page=34	32 to 38
	Consolidated statement of comprehensive income	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /f05eae56-3e79-42d2-b60a 2a875c07d65d.pdf#page=42	40
	Consolidated statement of financial position	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /f05eae56-3e79-42d2-b60a 2a875c07d65d.pdf#page=43	41
	Cash flow statement	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /f05eae56-3e79-42d2-b60a 2a875c07d65d.pdf#page=47	45 to 46
	Statement of changes in equity	https://storage.googleapis.com/leaf prod/uploads/company_profile/corpor ate_page/234/section_attachment/f05 eae56-3e79-42d2-b60a 2a875c07d65d.pdf#page=45	43 to 44
	Notes to financial statements	https://storage.googleapis.com/leaf prod/uploads/company_profile/corpor ate_page/234/section_attachment/f05 eae56-3e79-42d2-b60a 2a875c07d65d.pdf#page=49	47 to 67
Material contracts of the Company	January 2024 Prospectus	https://storage.googleapis.com/leaf prod/uploads/company_profile/corp orate_page/234/section_attachment /172eef7e-1992-40a9-b2a4- a2f1da10c7e5.pdf#page=111	111 to 114

The information is available in "read-only" format and can be printed from the web addresses provided in the table above.

It should be noted that, except as set out above, no other part of the Company's unaudited interim financial statements for the six months ended 30 June 2024 or the Company's audited report and financial statements for the year ended 31 December 2022 and the year ended 31 December 2023 is incorporated by reference into this circular. The parts of the Company's unaudited interim financial statements for the six months ended 30 June 2024 and the Company's audited report and financial statements for the period to 31 December 2022 and the year ended 31 December 2023 that are not incorporated by reference are either not relevant for the investor (pursuant to article 28.4 of Commission Regulation (EC) No 809/2004 of 29 April 2004) or are covered in another part of this circular.

A Shareholder, person with information rights, or other person to whom this circular is sent may request a copy of this circular and the information incorporated by reference into this circular in hard copy form. A hard copy will not be sent to that person unless requested. To request a hard copy please contact Ed Lukins at Orrick, Herrington & Sutcliffe (UK) LLP on +44 (0)207 862 4600.

6. NO INCORPORATION OF WEBSITE INFORMATION

Neither the content of the Company's website, nor the content of any website accessible from hyperlinks on the Company's website, is incorporated into, or forms part of, this circular.

7. CONSENT

The Company's Financial Adviser has given and not withdrawn its written consent to the issue of this circular with the inclusion herein of the references to its name in the form and context in which it appears.

8. COMPANY RATINGS INFORMATION

There are no current ratings or outlooks publicly accorded to the Company by ratings agencies.

9. SIGNIFICANT CHANGE

The Directors are not aware of any significant change in the financial or trading position of the Company since 30 June 2024, the date to which the latest interim accounts for the Company were published and which are incorporated by reference into this Part III of this circular, to the date of this circular.

10. DETAILS OF PLACEES

In addition to the Concert Party's participation in the Placing, the Company placed 73,311,910 Tranche 1 Placing Shares and 36,655,955 warrants with four Placees through the Company's Joint Brokers SI Capital Ltd (acting as lead broker), and Global Investment Strategy UK Limited (supporting SI Capital Ltd). The Placees comprised high net worth and sophisticated investors. In addition, a total of 7,992,438 Tranche 2 Placing Shares were placed with Global Investment Strategy UK Limited alongside 2,173,913 Corresponding Warrants. Global Investment Strategy UK Limited participated in the Tranche 2 Placing in lieu of fees, as to 2,173,913 Placing Shares (with no Corresponding Warrants attached) and through cash participation as to 5,818,525 Placing Shares with 2,909,263 Corresponding Warrants.

In addition, four consultants and Directors of the Company are receiving a total of 3,478,261 Fee Shares in lieu of cash in settlement of fees payable.

11. DOCUMENTS AVAILABLE ON WEBSITE

Copies of the following documents will be available from the date of this circular on the Company's website at https://investors.cobraplc.com/documents up to and including date of General Meeting and will be available for inspection during usual business hours on any Business Day at the registered office of the Company from the date of this circular up to the date of the General Meeting and at the place of the General Meeting for 15 minutes prior to the General Meeting and during the General Meeting:

11.1 this circular;

11.2 the documents incorporated by reference into this circular as set out in paragraph 5 of this Part III of this circular;

11.3 the Articles;

• 11.4 the material contracts entered into by the Company in connection with the Placing, referred to in paragraph 5 of this Part III of this circular;
• 11.5 the written consent referred to in paragraph 7 of this Part III of this circular;
• 11.6 warrants instrument constituting the contracts in relation to the warrants
• 11.7 warrants instrument constituting the contracts in relation to the Existing Concert Party Warrants
• 11.8 warrants instrument constituting the contracts in relation to the Existing Concert Party Options

Dated: 17 February 2025

PART IV

NOTICE OF GENERAL MEETING

COBRA RESOURCES PLC

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

NOTICE IS HEREBY GIVEN that a General Meeting of Cobra Resources plc (the "Company") will be held at the offices of Orrick, Herrington & Sutcliffe (UK) LLP at 107 Cheapside, London EC2V 6DN, United Kingdom at 9.00 a.m. on 4 March 2025 for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolutions 1, 2 and 4 are being proposed as ordinary resolutions and Resolutions 3 and 5 are being proposed as special resolutions.

Terms used but not defined in this notice shall have the meanings given in the Company's circular dated 17 February 2025, of which this notice form a part.

ORDINARY RESOLUTION

1. That the Rule 9 Waiver granted by the Panel on Takeovers and Mergers of the obligation that would otherwise fall on the members of the Concert Party, both individually and collectively, to make an offer to the shareholders of the Company pursuant to Rule 9 of the Takeover Code as a result of the increase of the Concert Party's shareholding pursuant to the issue of the Tranche 2 Conditional Placing Shares and the exercise of the respective Corresponding Warrants, as described in the Company's circular to Shareholders of which this notice forms part, be and is hereby approved.

ORDINARY RESOLUTION

• 1. THAT the directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Act (in addition to all existing authorities) to exercise all the powers of the Company to allot ordinary shares in the capital of the Company and grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of:
  2. (a) £745,141.78 in connection with the issue of the Placing Shares;
  3. (b) £366,559.55 in connection with the issue of the Tranche 1 Placing Warrants;
  4. (c) £372,570.89 in respect of new ordinary shares to be issued in connection with any exercise of the Corresponding Warrants; and
  5. (d) £34,782.61 in connection with the issue of the Fee Shares,

provided that such authority shall, unless renewed, varied or revoked by the Company, expire on 30 March 2027.

SPECIAL RESOLUTION

• 1. THAT, subject to the passing of Resolution 2, the Directors be and they are hereby empowered pursuant to section 570 of the Act (in addition to all existing authorities) to allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authority conferred by Resolution 2 above in connection with the Placing and the Fee Shares as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to an aggregate nominal amount of:
  2. (a) £745,141.78 in connection with the issue of the Placing Shares;
  3. (b) £366,559.55 in connection with the issue of the Tranche 1 Placing Warrants;
  4. (c) £372,570.89 in respect of new ordinary shares to be issued in connection with any exercise of the Corresponding Warrants; and
  5. (d) £34,782.61 in connection with the issue of the Fee Shares,

provided that such authority shall, unless renewed, varied or revoked by the Company, expire on 30 March 2027.

ORDINARY RESOLUTION

1. To renew, for the period ending on the date of the next annual general meeting of the Company in 2025 or 15 months after the passing of this Resolution, whichever is the earlier, the authority and power conferred on the Directors by the Articles to allot relevant securities up to an aggregate nominal amount equal to the Section 551 Amount of £5,852,420 representing the aggregate nominal value of two thirds of the Ordinary Shares in issue and following the allotment of the Placing Shares and the Fee Shares, provided that in relation to any allotment of relevant securities in excess of £2,926,184, representing the aggregate nominal value of one third of the Ordinary Shares following the allotment of the Placing Shares and the Fee Shares, such authority shall only be used if the relevant securities are equity securities (as defined in Section 560(1) of the Act) and they are allotted in connection with a rights issue or other pre-emptive issues of equity shares which satisfies the conditions and may be subject to all or any of the exclusions specified in (b)(i) of Resolution 5, provided that the Company may before such expiry, variation or revocation make an offer or agreement which would or might require such relevant or equity securities to be allotted after such expiry, variation or revocation and the directors may allot relevant or equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired or been varied or revoked.

SPECIAL RESOLUTION

• 1. THAT, subject to and conditionally upon the passing of Resolution 4, the Directors are hereby empowered pursuant to section 570 of the Act to allot securities (as defined by section 560 of the Act) for cash pursuant to the authority conferred by Resolution 4 as if section 561 of the Act did not apply to any such allotment provided that such power:
  2. (a) shall, subject to the continuance of the authority conferred by Resolution 4, expire 15 months after the passing of this Resolution or at the conclusion of the next annual general meeting of the Company in 2025 following the passing of this Resolution, whichever occurs first, but may be previously revoked or varied from time to time by special resolution but so that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require equity securities to be allotted after such expiry, revocation or variation and the directors of the Company may allot equity securities in pursuance of such offer or agreement as if such power had not expired or been revoked or varied; and
  3. (b) shall be limited to:
     • (i) the allotment of equity securities of up to an aggregate nominal amount of £2,926,184 pursuant to a rights issue, open offer, scrip dividend scheme or other pre-emptive offer or scheme which is in each case in favour of holders of Ordinary Shares and any other persons who are entitled to participate in such issue, offer or scheme where the equity securities offered to each such holder and other person are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held or deemed to be held by them for the purposes of their inclusion in such issue, offer or scheme on the record date applicable thereto, but subject to such exclusions or other arrangements as the Directors may deem fit or expedient to deal with fractional entitlements, legal or practical problems under the laws of any overseas territory, the requirements of any regulatory body or stock exchange in any territory, shares being represented by depositary receipts, directions from any holders of shares or other persons to deal in some other manner with their respective entitlements or any other matter whatever which the directors of the Company consider to require such exclusions or other arrangements with the ability for the Directors to allot equity securities and sell relevant shares not taken up to any person as they may think fit; and
     • (ii) the allotment of equity securities for cash otherwise than pursuant to sub-paragraph (b)(i) up to an aggregate maximum nominal amount of £1,755,728.

By Order of the Board Registered Office: 9th Floor, 107 Cheapside, London EC2V 6DN, United Kingdom Ben Hodges Dated: 17 February 2025 Company Secretary

Shareholder notes Voting

When is my voting entitlement fixed?

To attend, speak and vote at the General Meeting you must be a registered holder of Ordinary Shares at close of business on 28 February 2025. Your voting entitlement will depend on the number of Ordinary Shares you hold at that time.

Who can vote?

All Resolutions will be taken on a poll vote of Shareholders who will be entitled to one vote for each Ordinary Share in the capital of the Company held at the relevant time and date specified in Note 6 below.

I can't attend the General Meeting but want to vote – what can I do?

If you are a registered holder and cannot attend, you can appoint the chairman or any other person to attend, speak and vote on your behalf. This person is called your proxy. Your proxy does not have to be a Shareholder.

You can instruct your proxy how to vote. Where no specific instruction is given, your proxy may vote at his or her discretion or refrain from voting, as he or she sees fit.

You can appoint more than one proxy in relation to different Ordinary Shares within your holding.

You can appoint a proxy and submit voting instructions:

• l Via CREST (see note opposite).
• l Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: uk.investorcentre.mpms.mufg.com.

l By completing and returning the enclosed paper Form of Proxy. Please read the instructions carefully to ensure you have completed and signed the form correctly. Any alterations must be initialled.

Proxies not properly notified may be denied access to the General Meeting.

If you own shares jointly, any one Shareholder may sign the Form of Proxy. If more than one joint holder submits a card, the instruction given by the first listed on the Shareholder register will prevail.

Shareholders are encouraged to vote by proxy. The General Meeting will commence at 9.00 a.m. on 4 March 2025.

By when do I have to submit my vote?

Proxy appointments and voting instructions, including any amendments, must be received by the Registrars or the Company by 9.00 a.m. on 28 February 2025.

If you miss this deadline and wish to submit a new vote or amend an existing vote, you can only do so by attending the General Meeting in person and voting.

I already voted but have changed my mind – can I change my vote?

You can submit a new instruction online at any time before the time and date above. If you wish to amend a paper instruction you must do so in writing and sign your new instruction.

The voting instruction received last will be the one that is followed. If a postal instruction and an online instruction are received on the same day, the online instruction will be followed.

I hold Ordinary Shares on behalf of several others – can I vote part of the holding separately?

You can appoint more than one proxy using the paper proxy form or online at uk.investorcentre.mpms.mufg.com provided it is in relation to different Ordinary Shares.

Corporate Shareholders may either appoint one or more proxies, or alternatively appoint one or more corporate representatives in relation to different Ordinary Shares, using the paper proxy form or online at uk.investorcentre.mpms.mufg.com or via CREST.

Multiple proxies and corporate representatives may all attend and speak at the General Meeting and may vote the shares that their respective appointments represent in different ways.

I am a CREST member – can I use the CREST system to vote?

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment 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 voting service provider should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

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's specifications and must contain the information required for such instructions, as described in the CREST manual. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy must be transmitted so as to be received by the Registrars (ID RA10) by 9.00 a.m. on 28 February 2025. It is the responsibility of the CREST member concerned to take 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 service providers, are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat a CREST proxy instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

I have a power of attorney from a Shareholder – how can I vote?

You can vote using the paper Form of Proxy only. You must ensure that the power of attorney and the Form of Proxy have been deposited with the Company by 9.00 a.m. on 28 February 2025 by emailing them to info@cobraplc.com.

The General Meeting

Where and when will the General Meeting be held?

The General Meeting will be held at the offices of Orrick, Herrington & Sutcliffe (UK) LLP at 107 Cheapside, London EC2V 6DN, United Kingdom at 9.00 a.m. on 4 March 2025.

The General Meeting will start at 9.00 a.m. so please allow plenty of time to arrive. The General Meeting room will be available from 8.30 a.m.

Is the General Meeting at the same location as last year?

The General Meeting will be held as an in person General Meeting.

I want to participate in the General Meeting but cannot attend – what can I do?

You can vote your Ordinary Shares by appointing a proxy – see notes on page 42. Any voting instructions you have validly given in advance will be counted at the General Meeting.

What documents do I need?

Please bring your share certificate or evidence of identity with you to the General Meeting.

I hold Ordinary Shares through a broker or nominee, how can I attend?

You will need to ask your broker or nominee to appoint you as either a proxy or as a corporate representative. If they appoint you as a proxy, the appointment must be notified to the Registrars by the appropriate deadline (see notes on page 42). If they appoint you as a corporate representative, they will need to write a letter to us setting out the details of the appointment and of your shareholding, and you will need to provide this letter to the Registrars in advance of the General Meeting. If you do not have such a letter, or the Registrars have not been notified of your appointment as a proxy, you will be denied entry to the General Meeting.

Please note that proxies and corporate representatives may not invite guests to the General Meeting.

May I bring a guest?

The General Meeting is a private meeting of Shareholders and their representatives. Guests are not entitled to attend the General Meeting as of right, but they may be permitted entry at the absolute discretion of the Company at all times. You must contact us in advance if you would like to bring a guest: info@cobraplc.com.

Proxies, corporate representatives and employee share plan participants may not bring guests to the General Meeting.

May I ask a question at the General meeting?

The chairman will announce when you will have an opportunity to ask questions. If you wish to ask a question, please raise your hand.

Please endeavour to keep your questions short.

How can I vote at the General Meeting?

As Shareholders exit the General Meeting, they will have the option to complete and submit a poll card to record their vote. If you (a) have already submitted a proxy instruction and do not wish to change your vote, or (b) do not wish to vote, you do not need to submit a poll card.

Voting will close 30 minutes after the General Meeting ends.

How are the votes counted?

Voting on all Resolutions is by a poll. In a Company such as ours, we think poll voting is the fairest approach. There will be no voting on the Resolutions by a show of hands.

We have included a 'vote withheld' option on our proxy and poll cards. A vote withheld is not a vote in law and will not be counted in calculation of the proportion of votes 'for' or 'against' a Resolution.

How can I find out the result of the vote?

It is expected that the total of the votes cast by Shareholders 'for' or 'against' or 'withheld' on each Resolution will be published on https://cobraplc.com/ by midday on 4 March 2025.

A copy of this notice and other information required by section 311A of the Act can be found at https://cobraplc.com/.