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COBRA RESOURCES PLC AGM Information 2025

Jun 4, 2025

5344_agm-r_2025-06-04_76ff31f3-dba3-4059-bb40-1db497820fbf.pdf

AGM Information

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This is an important document and requires your immediate attention.

If you are in any doubt about the action you should take, it is recommended that you seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or, if you reside elsewhere, another appropriately authorised financial adviser. If you have recently sold or transferred your shares in Cobra Resources plc (the "Company") you should forward this document ("Notice") to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The registered office of Cobra Resources plc is 9th Floor, 107 Cheapside, London EC2V 6DN. Registered in England and Wales No. 11170056.

Cobra Resources plc Notice of AGM 30 June 2025

In line with the approach taken by the Company at the 2024 AGM, we are utilising the provisions in our articles of association ("Articles") to convene and hold this year's annual general meeting of the Company (the "AGM") as a virtual meeting, which is explained in the letter from the chairman of the Company ("Chairman") set out on pages 4 to 5 of this Notice.

All voting at the resolutions at the AGM ("Resolutions") will be conducted on a poll, which means that you should submit your proxy as soon as possible. There will be a limited opportunity to submit a separate poll card in a short interval after the virtual meeting formally concludes. Shareholders of the Company ("Shareholders") are encouraged to lodge their proxy forms online via the Investor Centre app or by visiting https://uk.investorcentre.mpms.mufg.com/. Alternatively, a form of proxy can be requested from the Registrar, which should be completed in accordance with the instructions printed thereon and returned to the Company's registrar (the "Registrar") MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL. Shareholders who hold their shares through CREST may appoint a proxy or proxies through the CREST electronic proxy appointment service. Further details are given in the notes to this Notice (the "Notes"). Shareholders who are unable to attend the AGM are strongly encouraged to submit a form of proxy to appoint the Chairman of the meeting or another duly nominated person as their proxy, by following the instructions in the Notes. The form of proxy must be received by 10:00 a.m. on 26 June 2025.

Contents

1 Chairman's letter 4 – 5
2 Notice of meeting 6 – 8
3 Shareholder Notes 9 – 16
4 Contact details 17
Key times and dates
AGM 10:00 a.m. on 30 June 2025
Latest time for receipt of proxies 10:00 a.m. on 26 June 2025

How to vote

Your votes matter. If you cannot attend, please vote your shares by appointing a proxy. You can vote online via the Investor Centre app or athttps://uk.investorcentre.mpms.mufg.com/ or by returning a paper proxy instruction by email to [email protected] if you asked for a proxy form.

All voting at the AGM will be held as a poll in accordance with the provisions of our Articles, so you can rest assured that your vote will count. You will be able to download and submit a poll card (if you wish to change your vote or have not voted prior to the meeting) at the meeting. Instructions on how to do this will be given on the meeting platform.

How to speak

If you wish to raise a question at the AGM, we ask that you submit your question in advance. We would politely remind you that the board of directors of the Company ("Directors" or the "Board") will not answer questions relating to the individual rights of Shareholders at the AGM itself, but if you wish to submit such a question by email, we will respond to the extent we are able.

If you chose to submit a question, we will confirm to you at least 48 hours in advance of the meeting that the question will be addressed. Unless you specifically request otherwise, the Chairman will put your question to the meeting and identify you by name as the person who has put the question (in the same way as he would ask you to identify yourself at an in-person meeting). Conducting the meeting in this way will allow everyone present to clearly hear the question.

Please submit any questions by email to [email protected] with the subject line "AGM Question" by no later than 10:00 a.m. on 26 June 2025. Questions may still be asked during the meeting by those attending, but we would be very grateful if any matters could be raised in advance, as this will enable questions to be dealt with expediently.

Questions on the day will be taken by Shareholders using the electronic "raise your hand" feature or typing their question into the Q&A box in the meeting. You will be kept on mute by the meeting host unless and until you are invited to ask your question(s).

LETTER FROM THE CHAIRMAN

COBRA RESOURCES PLC

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

Dear Shareholder,

Notice of 2025 AGM

I look forward to welcoming you at the Company's AGM on 30 June 2025. The AGM will start promptly at 10:00 a.m. and will be held virtually.

In order to maximise Shareholder participation and to save unnecessary cost and travelling, the Company is invoking certain provisions in its Articles to hold the AGM as a virtual meeting. Those Shareholders who have attended our virtual Shareholder meetings on prior occasions will be aware that the platform which we use allows full participation by Shareholders and does not make attendance dependent on a willingness to travel to a specified venue. I must stress that we strongly encourage all Shareholder feedback, should you feel uncomfortable raising a question in a live forum, please do not hesitate to email us in advance and we will do our best to ensure that the matter is addressed at the AGM.

Before the AGM

In the usual way we ask and encourage Shareholders to vote for the Resolutions by appointing the Chairman as a Shareholder's proxy. Shareholders are encouraged to vote their shares electronically via the Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/. You will need to register using your Investor Code. To vote at the AGM, click on the "Vote Online Now" button by not later than 10.00 a.m. on 26 June 2025 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of the AGM). Electronic votes and proxy votes should be submitted as early as possible and in any event, to be received by no later than 10.00 a.m. on 26 June 2025.

Any power of attorney or other authority under which the proxy is submitted must be sent to the Company by emailing it to [email protected] or sending it to MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to have been received by the Registrar by not later than 10.00 a.m. on 26 June 2025 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it).

In accordance with the Company's Articles, all of the voting at the AGM 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 in accordance with the instructions on pages 3 and 13 by email to [email protected] with the subject line "AGM Question". If you wish to appoint a corporate representative, please contact the Registrar in the usual way.

On the Day of the Meeting

The meeting takes place at 10:00 a.m. on 30 June 2025.

To join the meeting type (or paste) the following web address into your web browser: https://meetmeinthecloud.zoom.us/j/82634749090?pwd=yjUUXisO4YJRRuZKYDwoEdwW6nOlhK.1

You will be asked to enter a password to gain access to the AGM. This code can be found on the letter notifying you about the holding of the AGM. Please keep this safe, if you have lost the password, or need help, email [email protected].

When the meeting opens at the appointed time, you will be able to see and hear the Chairman. The Chairman will open the meeting and address any questions that have been submitted in advance. There will then be a short opportunity to put any additional questions. Shareholders should indicate if they would like to ask a question using the electronic "raise your hand" feature or by typing their question into the Q&A box in the meeting. All attendees will remain muted by the host unless and until they are invited to ask a question.

The Chairman will then formally put the Resolutions to the AGM and advise of the proxy votes received in advance. The meeting will then formally close.

Shareholders will have the option to download and submit an electronic 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 download or submit the poll card.

The voting facility will switch off 30 minutes after the close of the AGM.

The results of the AGM will be announced by RNS and posted to the Company's website www.cobraplc.com on the day of the AGM. The full poll results will also be published on this website at the same time. The business of the AGM comprises Resolutions that public companies regularly bring to Shareholders.

You are entitled to request a hard copy form of proxy directly from the Company by emailing [email protected]. However, online voting is quicker and more secure than paper voting, and saves the Company time and resources in processing the votes. If you have not already done so, I urge you download Investor Centre app or visit athttps://uk.investorcentre.mpms.mufg.com/ and provide an email address for communications with the Company.

Your votes do matter. Information about how to vote at the AGM is given on pages 13 - 15 of this Notice. If you cannot attend the AGM, please vote your shares by appointing a proxy.

Recommendation

The Directors consider that each of the proposed Resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed Resolutions.

I look forward to hearing from you at the AGM.

Greg Hancock

Chairman

4 June 2025

COBRA RESOURCES PLC

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

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the AGM of the Company will be held virtually on 30 June 2025 at 10:00 a.m. for the for the purpose of considering and, if thought fit, passing the following Resolutions. It is intended to propose Resolutions 1 to 9 (inclusive) as ordinary resolutions and Resolutions 10, 11 and 12 (inclusive) as special resolutions.

ORDINARY RESOLUTIONS

Resolution 1 – Report and accounts

To receive the Company's annual report and accounts for the financial year ended 31 December 2024 (the "Annual Report"), together with the Director's report and the auditors report on those accounts.

Resolution 2 – Directors' Remuneration Report

To approve the Directors' report on remuneration for the financial year ended 31 December 2024 (the "Directors' Remuneration Report") as set out at page 34 of the Annual Report.

Resolution 3 – Directors' Remuneration Policy

To approve the Directors' remuneration policy for the financial year ended 31 December 2024 (the "Directors' Remuneration Policy") as set out at pages 34 to 37 of the Annual Report.

Resolution 4 – Re-election of Greg Hancock

To re-elect Mr Greg Hancock as a Director.

Resolution 5 – Re-election of Rupert Verco

To re-elect Mr Rupert Verco as a Director.

Resolution 6 – Re-election of Daniel Maling

To re-elect Mr Daniel Maling as a Director.

Resolution 7 – Re-election of David Clarke

To re-elect Mr David Clarke as a Director.

Resolution 8 – Appointment of Auditor

To reappoint PKF Littlejohn LLP (the "Auditor") as auditors from the conclusion of the meeting until the conclusion of the next general meeting before which accounts are laid and to authorise the Directors to determine the remuneration of the Auditor.

Resolution 9 – Authority to allot shares

THAT, the Directors of the Company be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the "2006 Act"), in substitution for all subsisting authorities to the extent unused and without prejudice to any allotments of shares already made or offered or agreed to be made pursuant to the terms of any prior authorities conferred on them, to exercise all of the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into, shares in the Company up to an aggregate nominal amount equal to the amount of £5,846,574 representing the aggregate nominal value of two thirds of the ordinary shares in issue, provided that in relation to any allotment of relevant securities in excess of £2,923,287, representing the aggregate nominal value of one third of the ordinary shares, such authority shall only be used if the relevant securities are equity securities (as defined in Section 560(1) of the 2006 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 10, 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. This authority shall expire at the earlier of the date which is 15 months from the date of the passing of this Resolution 9 and the conclusion of the next annual general meeting of the Company, except that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if this authority had not expired.

SPECIAL RESOLUTIONS

Resolution 10 – Disapplication of pre-emption rights

THAT, subject to and conditionally upon the passing of Resolution 9, the Directors of the Company are hereby empowered pursuant to section 570 of the 2006 Act to allot securities (as defined by section 560 of the 2006 Act) for cash pursuant to the authority conferred by Resolution 9 as if section 561 of the 2006 Act did not apply to any such allotment provided that such power:

  • (a) shall, subject to the continuance of the authority conferred by Resolution 9, expire 15 months after the passing of this Resolution or at the conclusion of the next AGM of the Company 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
  • (b) shall be limited to:
    • (i) the allotment of equity securities of up to an aggregate nominal amount of £2,923,287 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 consider to require such exclusions or other arrangements with the ability for the Directors of the Company 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 subparagraph (b)(i) up to an aggregate maximum nominal amount of £1,755,728 (representing approximately 20% of the Company's issued share capital of ordinary shares)

Resolution 11 – Authority to purchase own shares

THAT the Company be authorised for the purposes of section 701 of the 2006 Act to make one or more market purchases (as defined in section 693(4) of the Act) of its ordinary shares of nominal value 1 pence each provided that:

  • (a) the maximum number of ordinary shares hereby authorised to be purchased is 87,786,390 (representing approximately 10% of the number of ordinary shares in issue as at 3 June 2025);
  • (b) the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 1 pence; and
  • (c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is the highest of:
    • (i) an amount equal to 5 per cent. above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and
    • (ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid of an Ordinary Share on the trading venues where the purchase carried out at the relevant time,

such authority to apply until the end of next year's AGM (or, if earlier, 15 months after the passing of this Resolution) but during this period the Company may enter into a contract to purchase ordinary shares, which would, or might be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.

Resolution 12 – Notice of General Meetings

THAT a general meeting of the Company (not being an annual general meeting) may be called on notice of not less than 14 clear days, provided that this authority shall expire at the conclusion of the AGM of the Company to be held in 2026.

By order of the Board. Ben Hodges Company Secretary 4 June 2025

Notes to Resolutions

Ordinary Resolutions

Notes to Resolution 1 Annual Report

Resolution 1 relates to the presentation of the financial statements for the financial year ended 31 December 2024 together with the Directors' and auditors' reports thereon. The audited financial statements for the financial year ended 31 December 2024 have previously been sent to Shareholders electronically and are made available through the Company's website https://cobraplc.com/.

Notes to Resolution 2 Directors' Remuneration Report

The Directors' Remuneration Report, which is in the Annual Report, gives details of the Directors' remuneration for the year ended 31 December 2024. The report includes a statement from the Company's remuneration committee chair, the components of the executive Directors' remuneration and the non-executive Directors' fees.

The Company's auditors, PKF Littlejohn LLP, have audited those parts of the Directors' Remuneration Report which are required to be audited and their report may be found in the Annual Report. The Annual Report has been approved by the Board and signed on its behalf by the chairman of the remuneration committee of the Company.

The vote on the Directors' Remuneration Report is advisory in nature and therefore not binding on the Company.

Notes to Resolution 3 Directors' Remuneration Policy

Shareholders are asked to approve the Directors' Remuneration Policy which is set out in full on pages 34 to 37 of the Annual Report, as part of the Directors' Remuneration Report. The vote on the Directors' Remuneration Policy is binding in that, once the Directors' Remuneration Policy is approved, the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the Directors' Remuneration Policy or has been specifically approved by a resolution of the Shareholders. If Resolution 3 is passed, the Directors' Remuneration Policy will take effect immediately.

In accordance with section 439A of the Companies Act, a separate resolution on the Directors' Remuneration Policy part of the Directors' Remuneration Report is required to be put to a vote by Shareholders. The vote is binding which means that payments cannot be made under the Directors' Remuneration Policy set out in the Annual Report until it has been approved by Shareholders. The Directors' Remuneration Policy must be put to Shareholders at least every three years, unless during that time it is changed. The Company currently intends to submit the Directors' Remuneration Policy for approval by Shareholders every three years.

Notes to Resolutions 4, 5, 6 and 7 Re-election of Directors

Messrs Hancock, Verco, Maling and Clarke will be standing for re-election at the AGM.

Notes to Resolution 4 appointment of Mr Greg Hancock as a Director

Mr Hancock retires and offers himself for reappointment.

Mr Hancock has over 25 years' experience in capital markets and corporate finance. He has extensive experience in both Australia and the United Kingdom through his close links to the stockbroking and investment banking community. In this time, he has specialised in mining and natural resources and has had a background in financing and management of small companies. He was a founding shareholder and first chairman of Cooper Energy Ltd, an exploration and production oil and gas company. He is currently chairman of AusQuest Limited, an Australian mining exploration company with projects in Peru and Australia, Triangle Energy (Global) Limited an Australian company with oil/gas exploration assets in Australia, Golden State Mining Ltd an Australian gold exploration company, and non–executive director of BMG Resources Ltd, Mr Hancock continues his close association with capital markets in Australia and the United Kingdom through his private investment company Hancock Corporate Investments Pty Ltd.

Notes to Resolution 5 Reappointment of Mr Rupert Verco as a Director

Mr Verco retires and offers himself for reappointment.

Mr Verco is a mining specialist with over 17 years' experience in Australia and internationally. His key areas of focus include resource definition, reserve optimisation, mine planning, and mine operation. He has managed operations through all phases of the mining cycle on projects that cover a range of commodities including gold, copper, uranium, tin, and iron ore. Rupert is a fellow of the Australasian Institute of Mining and Metallurgy and holds a First Class Honours in Geology.

Notes to Resolution 6 Reappointment of Mr Dan Maling as a Director

Mr Maling retires and offers himself for reappointment.

Mr Maling is a member of the Chartered Accountants of Australia & New Zealand. He has over 25 years of senior corporate and commercial management experience primarily in the natural resource and technology sectors. He has worked with several AIM, ASX and TSX-listed companies providing corporate finance, business development and strategic advice. Daniel is a director of UK listed Metals One plc and Hydrogen Future Industries plc.

Notes to Resolution 7 Reappointment of Mr David Clarke as a Director

Mr Clarke retires and offers himself for reappointment.

Mr Clarke is a geologist with more than 55 years of professional experience and more than 40 years' experience as a director of Australian public companies. He was previously a senior geologist with the Commonwealth Department of the Interior and a Chief Geologist at Santos Limited. He was also the founder and chairman of Australian Vintage Limited, a winemaking company based in the Riverland of South Australia, as well as the founder and owner of a wine company in the Barossa Valley of South Australia. He has been a non-executive Director of the Company since 1 May 2020 and became an Executive Director on 18 March 2024.

Notes to Resolution 8 Reappointment of auditor and fixing of auditors' remuneration

At each general meeting at which the accounts are laid before the members, the Company is required to appoint an auditor to serve until the next such meeting. It is proposed that PKF Littlejohn LLP be reappointed as the Company's auditor. Resolution 8 also gives the Directors authority, in accordance with standard practice, to negotiate and agree the remuneration of the Auditors.

Notes to Resolutions 9 and 10 Directors' authority to allot shares and disapplication of pre-emption rights

Resolutions 9 and 10 seek limited authority from Shareholders for the Company to allot shares, and limited authority to allot shares in particular circumstances without first offering them to existing

Shareholders. They enable the Company to raise capital quickly and easily when needed, and permit it to allot shares as consideration in a transaction.

It has been the Company's approach to seek authority to allot shares at its AGM in order to allow as much flexibility as possible in the interests of the Company and its Shareholders as a whole.

Authority to allot – Resolution 9

The Investment Association share capital management guidelines (the "IA Guidelines") confirm that an authority to allot up to two-thirds of the existing issued share capital continues to be regarded as routine.

The Directors are seeking authority to allot shares of up to a maximum nominal value of £5,846,574. This is the 'Section 551 Amount' as defined in the Company's Articles and is equal to 66.6% (i.e. twothirds) of the Company's issued share capital of ordinary shares. In accordance with the IA Guidelines, one half of this Section 551 Amount, that is 33.3% (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 10.

For information, as at 2 June 2024, the Company held no treasury shares. The authority conferred pursuant to Resolution 9 will expire on the date of the AGM in 2025 or 15 months after the passing of Resolution 9 at the AGM, whichever is the earlier.

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

Special Resolutions

Disapplication of pre-emption rights – Resolution 10

Section 561 of the 2006 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 9 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 £2,923,287 (representing approximately one third of the Company's share capital), provided that all allotments must be in the form of rights issues, open offers or other pre-emptive issues.

Further, the Directors believe that the statutory requirements are too restrictive and, it is proposed that, subject to the passing of Resolution 9, 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. 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 9 and 10 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.

Authorisation for the Company to purchase its own shares – Resolution 11

This Resolution seeks for the Company to purchase up to 10 per cent. of its issued ordinary shares (excluding any treasury shares).

The Directors will exercise this authority only when to do so would be in the best interests of the Company and of its Shareholders generally and when such exercise could be expected to result in an increase in the earnings per share of the Company.

Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any ordinary shares the Company may purchase as treasury shares. The Company currently has no ordinary shares in treasury. The minimum price, exclusive of expenses, which may be paid for an Ordinary Share is 1 pence. The maximum price, exclusive of expenses, which may be paid for an Ordinary Share is the highest of (i) an amount equal to 5 per cent. above the average market value for an Ordinary Share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time.

As at 3 June 2024, the Company had options and warrants over 241,588,378 ordinary shares outstanding, representing 27.5 per cent. of the Company's issued Ordinary Share capital as at that date and 30.6 per cent. of the Company's issued Ordinary Share capital if the full authority to buy back ordinary shares being sought is granted and used and that all ordinary shares so bought back are cancelled and not held in treasury and re-issued.

The authority will expire at the earlier of 15 months after the passing of this Resolution and the conclusion of the AGM of the Company held in 2026.

Calling general meetings by not less than 21 clear days' notice – Resolution 12

The 2006 Act requires the notice period for general meetings of the Company to be at least 21 days. The Company, however, would value the power to call general meetings (other than an annual general meeting) on at least 14 clear days' notice. In order to be able to do so, Shareholders must approve the calling of general meetings on at least 14 clear days' notice.

Resolution 12, which will be proposed as a special resolution, seeks such approval. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.

When is my voting entitlement fixed?

To attend, speak and vote at the meeting you must be a registered holder of shares at close of business on 26 June 2025. Your voting entitlement will depend on the number of shares you hold at that time.

I can't attend the remote 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 shares within your holding.

You can appoint a proxy and submit voting instructions:

  • Via CREST (see note opposite).
  • By casting your proxy online via the Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/.
  • By completing and returning the paper proxy card if you have requested from the Company. Please read the instructions carefully to ensure you have completed and signed the card correctly. Any alterations must be initialed.

Investor Centre is 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: https://uk.investorcentre.mpms.mufg.com/.

Proxies not properly notified may be denied access to the meeting.

If you own shares jointly, any one Shareholder may sign the proxy card. 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 AGM will commence at 10:00 a.m. on 26 June 2025. The AGM will be an exclusively electronic meeting and will be conducted in accordance with the provisions for electronic meetings set out in the Company's Articles.

Unless otherwise indicated on the form of proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion withhold from voting.

By when do I have to submit my vote?

Proxy appointments and voting instructions, including any amendments, must be received by the Registrar or the Company by 10.00 a.m. on 26 June 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 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 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 provided it is in relation to different shares.

Corporate Shareholders may either appoint one or more proxies, or alternatively appoint one or more corporate representatives in relation to different shares, using the paper proxy form.

Multiple proxies and corporate representatives may all attend and speak at the 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 AGM and any adjournment by using the procedures described in the CREST manual (www.euroclear.com)./) 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 Registrar (ID RA10) by 10:00 a.m. on 26 June 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 proxy card only. You must ensure that the power of attorney and the proxy card have been deposited with the Company by 10:00 a.m. on 26 June 2025 by emailing them to [email protected].

The AGM

Where and when will the meeting be held?

The meeting will be held exclusively as an electronic meeting on 10:00 a.m. on 30 June 2025.

The meeting will start at 10.00 a.m. so please allow plenty of time to log into the meeting. The meeting will be available for login at 9:00 a.m.

Is the meeting at the same location as last year?

The meeting will be held as a remote meeting only, in accordance with the Company's Articles.

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

You can vote your shares by appointing a proxy – see Notes on page 12. Any voting instructions you have validly given in advance will be counted at the meeting.

What documents do I need?

To log into the remote meeting, you need to type or paste the following web address into your web browser:

https://meetmeinthecloud.zoom.us/j/82634749090?pwd=yj UUXisO4YJRRuZKYDwoEdwW6nOlhK.1

You will be asked to enter a password to gain access to the meeting. This can be found on the bottom section of your notification letter.

I hold 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 Registrar by the appropriate deadline (see notes on page 12). 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 AGM. If you do not have such a letter, or the Registrar has not been notified of your appointment as a proxy, you will be denied entry to the meeting.

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

May I bring a guest?

The AGM is a private meeting of Shareholders and their representatives. Guests are not entitled to attend the 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: [email protected].

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

May I ask a question at the meeting?

The Chairman will announce when you will have an opportunity to ask questions. If you wish to ask a question, please use the electronic "raise your hand" facility or type your question into the Q&A box in the meeting. You will be kept on mute by the meeting host unless and until you are invited to speak.

Please endeavour to keep your questions short.

How can I vote at the meeting?

As Shareholders exit the remote meeting, they will have the option to submit an electronic 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 can click on the button to skip this step.

The voting facility will close 30 minutes after the 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 www.cobraplc.com by midday on 30 June 2025.

A copy of this Notice and other information required by section 311A of the 2006 Act can be found at www.cobraplc.com.

All voting at the AGM will be held on a poll.

Information rights

Under the 2006 Act, there are a number of rights that may now be available to indirect investors of Cobra, including the right to be nominated by the registered holder to receive general Shareholder communications direct from the Company.

The rights of indirect investors who have been nominated to receive communications from the Company in accordance with Section 146 of the 2006 Act ("Nominated Persons") do not include the right to appoint a proxy. However, nominated persons may have a right under an agreement with the registered Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

If you have been so nominated to receive general Shareholder communications direct from Cobra, it is important to remember that your main contact in terms of your investment remains with the registered Shareholder or custodian or broker, or whoever administers the investment on your behalf. You should also deal with them in relation to any rights that you may have under agreements with them to be appointed as a proxy and to attend, participate in, and vote at the meeting, as described above.

Any changes or queries relating to your personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to us in error. The only exception to this is where Cobra is exercising one of its powers under the 2006 Act and writes to you directly for a response.

Statements related to the audit

Members satisfying the thresholds in Section 527 of the 2006 Act can require the Company to publish a statement on its website setting out any matter relating to:

  • a. the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; and
  • b. any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM, that the members propose to raise at the meeting.

The Company cannot require the members requesting the publication to pay its expenses in connection with the publication. The Company must forward a copy of the statement to the auditors when it publishes the statement on the website. The business which may be dealt with at the meeting includes any such statement that the Company has been required to publish on its website.

Shareholder requisition rights

Members satisfying the thresholds in sections 338 and 338A of the 2006 Act can require the Company:

  • a. to give to members of the Company entitled to receive Notice of the AGM, notice of a resolution which may properly be moved, and which those members intend to move, at the meeting; and
  • b. to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business at the meeting, provided in each case that the requirements of those sections are met and provided that the request is received by the Company not later than six clear weeks before the meeting or if later the time at which notice is given of the meeting.

Documents for inspection

The following documents, which are available for inspection at an agreed time during normal business hours at the registered office of the Company on any weekday (Saturdays, Sundays and public holidays excluded), will also be available for inspection at the Company's registered office from 8:30am on the day of the AGM until the end of the meeting: (a) copies of the service contracts of the Executive Directors under which they are employed by the Company and the letters of appointment (and other related documents) of the Non-Executive Directors; (b) the Articles of the Company; and (c) the Annual Report.

A copy of this Notice and other information required by Section 311A of the CA 2006, can be found on the Company's website.

Total voting rights and share capital

As at 3 June 2025 (the latest practicable date before the publication of this Notice), the issued share capital of Cobra Resources plc comprised 877,863,899 ordinary shares (excluding treasury shares) nominal value 1p per share, each with one vote.

The total number of voting rights in Cobra Resources plc is 877,863,899.

Updates to this number are released via the Regulatory News Service on the last day of each month and can be viewed online at www.cobraplc.com/news.

Contact details

Cobra Resources plc 9th Floor 107 Cheapside London EC2V 6DN Tel: +61 8 9316 4938 www.cobraplc.com

The Registrar MUFG Corporate Markets Central Square 29 Wellington Street Leeds LS1 4DL

Orrick, Herrington & Sutcliffe (UK) LLP 107 Cheapside London EC2V 6DN

If you are an ordinary Shareholder, please contact MUFG Corporate Markets at https://uk.investorcentre.mpms.mufg.com/ or download the Investor Centre app if you would like to change your election on how you receive Shareholder documents in the future.

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