CAERUS MINERAL RESOURCES PLC — Proxy Solicitation & Information Statement 2021

Apr 23, 2021

THE COMPANIES ACT 2006

Caerus Mineral Resources

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares in the Company, or will have sold or transferred all of your Ordinary Shares prior to this meeting, to be held online at 09.00 a.m. on Wednesday, 28th April 2021, please send this document and accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only some of your Ordinary Shares you should retain this document and consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

CAERUS MINERAL RESOURCES PLC

(Registered in England and Wales with registered number 11043077)

Notice of General Meeting

Notice is hereby given of a General Meeting ("GM") of Caerus Mineral Resources Plc, to be held as a closed meeting and held in accordance with the provisions of section s.190 of the 2006 Companies Act on Wednesday, 28th April 2021 at 09.00 a.m.

In light of the COVID-19 pandemic shareholders are urged to exercise their votes by submitting their proxy and appoint the Chair of the General Meeting as his or her proxy. Shareholders and their proxies will not be permitted to attend the meeting in person. The General Meeting will adhere to the Best Practice Guidance proposed by the Chartered Governance Institute (February 2021) in the light of the ongoing restrictions of COVID-19

Chair of the General Meeting as his or her proxy.

To be valid, the Form of Proxy accompanying this document for the GM (and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power or authority) should be returned not less than 48 hours (excluding weekends and public holidays) before the time and date for which the GM is convened, being 9.00 a.m. on 28th April 2021, either by post or by hand (during normal business hours only) to Share Registrars Ltd, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or by email to Voting@shareregistrars.uk.com.

The Board understands that shareholders may have questions to ask at the GM and therefore asks that any questions or comments relating to the business of the meeting be submitted via email to the Company's Chief Executive, Martyn Churchouse at info@caerusmineralresources.com by no later than 5.00 p.m. on Friday, 23rd April 2021. If you wish to participate in the General Meeting, please inform us by email, also by 5.00pm on Friday 23rd April 2021 and we will arrange access for you on the day. We will email the details for participation.

---

2

ORDINARY RESOLUTION

To

APPROVE THE ACQUISITION OF PR PLOUTONIC RESOURCES LIMITED

By

CAERUS MINERAL RESOURCES PLC

RESOLUTION OF

Company: Caerus Mineral Resources plc (the Company)

Company number: 11043077

The following Resolution is submitted to shareholders for consideration and, if thought fit, approval at a General Meeting of the members of the Company, to be held at 09.00am (GMT) on 28th April,2021

ORDINARY RESOLUTION

THAT the purchase by the Company of the total issued share capital of PR Ploutonic Resources Limited, a private company registered in the Republic of Cyprus, be approved in accordance with section 190 of the Companies Act, 2006.

The purchase price is £ 750,000 payable in Ordinary (£ 0.01p) shares of the Company calculated on the basis of a 30-day VWAP commencing 8th, April 2021, the record date of the announcement.

Shareholders are notified that the Principal Shareholder and a Director of PR Ploutonic Resources Limited is Harold Andrew Daniels, a non-Executive Director of the Company and thus a connected person

Further information on PR Ploutonic Resources Limited, the history and potential of their assets, is provided for shareholders in summary form in the RNS released at 07.00am on 8th April 2021 and in more detailed form on the company web site at: www.caerusmineralresources.com

Signed by:

Chairman

---

3

Notes to the Notice of GM

Entitlement to attend and vote

1. IMPORTANT NOTE REGARDING ATTENDANCE IN PERSON: In the light of the COVID-19 pandemic shareholders are urged to exercise their votes by submitting their proxy and appoint the Chair of the General Meeting as his or her proxy. Shareholders and their proxies will not be permitted to attend the meeting in person. The General Meeting will adhere to the Best Practice Guidance proposed by the Chartered Governance Institute (February, 2021) in the light of the ongoing restrictions of COVID-19

2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company's register of members 48 hours before the time of the Meeting shall be entitled to attend remotely and vote at the Meeting.

Appointment of proxies

1. If you are a member of the Company no later than 48 hours (excluding any part of a day which is not a working day) before the time of the meeting, being 09.00 a.m. on Wednesday, 28th April 2021, you are entitled to appoint a proxy which, in light of the Covid-19 pandemic, we recommend is the Chairman of the Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

2. Details of how to appoint the Chairman of the Meeting as your proxy using the proxy form are set out in the notes to the proxy form.

3. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Appointment of proxy using hard copy proxy form

1. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be: completed and signed; sent or delivered to Share Registrars Limited at: The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR; and received by Share Registrars Limited no later than 48 hours (excluding any part of a day which is not a working day) prior to the Meeting.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which

---

the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first- named being the most senior).

Changing proxy instructions

1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars Limited on 01252 821 390.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

1. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods: By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at : The Courtyard, 17 West Street, Farnham, Surrey, GU9. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

In either case, the revocation notice must be received by Share Registrars Limited no later than 48 hours (excluding any part of a day which is not a working day) prior to the Meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Issued shares and total voting rights

1. As at the date of this Notice, the Company's issued ordinary share capital comprised 50,400,000 ordinary shares of 1p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights exercisable as at the date of this Notice is 50,400,000.

4

---

5

CAERUS MINERAL RESOURCES PLC FORM OF PROXY FOR USE AT THE GM

c/o Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR

I, a Member of CAERUS MINERAL RESOURCES PLC (hereinafter referred to as 'the Company') and entitled to vote, hereby appoint the Chairman of the Meeting as my proxy to vote on my behalf at the GM of the Company to be held on 28th April 2021 at 09.00 a.m. as a closed meeting and held in accordance with the provisions of the Companies Act, 2006 and at any adjournment thereof.

(Please indicate below how you wish your votes to be cast. If the form of proxy is returned without any indication as to how the proxy should vote on any particular matter, the proxy will vote as they think fit.

	Resolutions	FOR	AGAINST	WITHHELD
Resolution 1	Acquisition of PR Ploutonic Resources Limited

I authorise my proxy to act at his/her discretion in relation to any other business arising at the GM (including in respect of the question whether to adjourn such meeting) and at any adjournment of such GM.

Signature:
Date:
Full Name:
Address:

NOTES

1. Given the current Coronavirus (COVID-19) situation, attendance in person at the meeting will not be possible. Shareholders are requested to appoint the Chairman of the meeting as his or her proxy as any other person so appointed will not be permitted to attend the meeting. The below notes are to be read subject to this COVID-19 related proviso.
2. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to vote at the Meeting. A member so entitled may appoint (a) proxy(ies), to vote on his/her behalf.
3. Please indicate how you wish your proxy to vote in the For, Against, Withheld boxes above. Unless otherwise instructed the person appointed a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution as he/she thinks fit.
4. A corporation must seal this form of proxy or have it signed by an officer or attorney or other person authorised to sign.
5. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
6. Pursuant to regulation 41 of The Uncertificated Securities Regulations 2001, members will be entitled to attend, speak and vote at the meeting if they are registered on the Company's register of members 48 hours excluding weekends and public holidays, before the time appointed for the meeting or any adjournment thereof.
7. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority must reach Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR not later than 48 hours before the time of the Meeting (excluding any part of a day which is not a working day). Lodgement of a form of proxy does not preclude a member from attending the Meeting and voting.
8. Any alteration to this form must be initialled.
9. The completion and return of a proxy card will not affect the right of a member to attend, speak and vote in person at the meeting convened by this notice.