ADRIATIC METALS PLC — AGM Information 2021

Jun 8, 2021

ADRIATIC METALS PLC

("the Company")

Ordinary & Special Resolutions

Passed on 20 May 2021

The Companies Act 2006

At the Annual General Meeting of the Company, duly convened and held at Regent House, 65 Rodney Road, Cheltenham GL50 1HX on Thursday 20 May 2021, the following resolutions (Special Business) were passed by the members entitled to attend and vote at the Meeting:

Ordinary Resolution No.7 – Approval for the amendment to the terms and conditions of existing Performance Rights

To approve pursuant to ASX Listing Rules 6.23.3, 6.23.4 and for all other purposes, an amendment to the terms and conditions of the 750,000 Performance Rights issued to Paul Cronin (or his nominees) as detailed in the Explanatory Notes for this Resolution.

Ordinary Resolution No. 8 – Authority to allot shares

To authorise the Directors to exercise all the powers of the Company pursuant to, and in accordance with section 551 of the Companies Act 2006 (the "Act"), to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:

• (a) up to a nominal amount of £931,329 (such amount to be reduced by the nominal amount allotted or granted under sub-paragraph (b) below in excess of such sum); and
• (b) comprising equity securities (as defined in Section 560(1) of the Act) up to a nominal amount of £1,862,658 (such amount to be reduced by any allotments or grants made under sub-paragraph (a) above) in connection with an offer by way of a rights issue to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities or, if the Directors otherwise consider it necessary, as permitted by the rights of those securities, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

provided that these authorities shall expire at the conclusion of the annual general meeting of the Company to be held in 2022 or, if earlier, fifteen (15) months from the date of passing this Resolution, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for, or convert securities into, shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for, or convert securities into, shares in pursuance of such an offer or agreement as if the authorities conferred by this Resolution had not expired.

Special Resolution No. 9 – Disapplication of pre-emption rights

Subject to the passing of Resolution 8, to authorise the Directors, pursuant to section 570 of the Act, to allot equity securities (as defined in Section 560(1) of the Act) for cash under the authority conferred by Resolution 8 and/or sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale provided that this power shall be limited:

(a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of an authority granted under sub-paragraph (b) of Resolution 8, by way of a rights issue only) to ordinary shareholders (excluding any shareholder holding shares as treasury shares) in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares and to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any such arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems 6 in, or under the laws of, any territory or any other matter; and

(b) in the case of the authority granted under sub-paragraph (a) of Resolution 8 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than pursuant to sub-paragraph (a) above) of Equity Securities or sale of treasury shares up to a nominal amount of £768,346,

provided that these authorities shall expire at the conclusion of the annual general meeting of the Company to be held in 2022 or, if earlier, fifteen (15) months from the date of passing this Resolution, save that, in each case, the Company may during this period make offers and enter into agreements which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after such expiry, and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred by this Resolution had not expired.

Special Resolution No. 10 – Authority to make market purchases of Company's own shares

To authorise the Company generally and unconditionally in accordance with section 701 of the Act, to make market purchases (as defined in section 693(4) of the Act) of its ordinary shares, such power to be limited:

(a) to a maximum number of Ordinary Shares with an aggregate nominal value of up to £262,050; and

(b) by the condition that the Company does not pay less (exclusive of expenses) for each ordinary share than the nominal value of such share, and that the maximum price which may be paid for an ordinary share (exclusive of expenses) is the higher of:

• (i) 105% of the average of the closing middle-market quotations of an ordinary share for the five business days immediately preceding the date on which the Company agrees to buy the shares concerned, based on share prices published in the Daily Official List of the London Stock Exchange; and
• (ii) the price of the last independent trade and the highest current independent purchase bid at the time on the trading platform where the purchase is carried out,

provided that such authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2022 or, if earlier, fifteen (15) months from the date of passing this Resolution, provided that if the Company has agreed before such expiry to purchase ordinary shares, and where these purchases will or may be executed (either wholly or in part) after the authority terminates, the Company may complete such a purchase as if the authority conferred by this Resolution had not expired.

Special Resolution No. 11 – Reduced notice of a meeting other than an annual general meeting

To authorise the Directors to call a general meeting of the Company (not being an Annual General Meeting) on notice of not less than 14 clear days, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2022.

Geoff Eyre CFO and Joint Company Secretary Adriatic Metals plc

20 May 2021