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COBRA RESOURCES PLC — AGM Information 2025
Jul 7, 2025
5344_egm_2025-07-07_221feeeb-d7d4-47e4-aa05-75b2bf14ce5f.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 General Meeting to be held on 24 July 2025 at 10.00 am
In line with the approach taken by the Company at recent shareholder meetings, we are utilising the provisions in our articles of association ("Articles") to convene and hold this general meeting of the Company (the "GM") 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 GM ("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/. Shareholders will find enclosed with this document a form of proxy for use at the General Meeting, 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 GM 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 22 July 2025 (or, in the case of an adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting).
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 | |||
| GM | 10:00 a.m. on 24 July 2025 | ||
| Latest time for receipt of proxies | 10:00 a.m. on 22 July 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 at https://uk.investorcentre.mpms.mufg.com/ or by returning a paper proxy instruction by email to [email protected] if you have requested a proxy form.
All voting at the GM 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 GM, 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 GM 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 "GM Question" by no later than 10:00 a.m. on 22 July 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,
Introduction and reasons for the General Meeting
On 30 June 2025 the Company announced that it had entered into a binding conditional sale agreement with Barton Gold Holdings Ltd (ASX: BDG) ("Barton Gold") to sell and advance certain assets (the "Wudinna Gold Assets") in return for cash payments and ASX listed ordinary shares in Barton Gold of up to A\$15 million (as detailed further below) (the "Proposed Disposal"). As was announced, the Proposed Disposal is subject to Shareholder approval and the purpose of the General Meeting convened by this circular is give Shareholders information about the Proposed Disposal and to seek Shareholder approval by way of a single ordinary resolution (the "Resolution").
Background to, and reasons for, the Proposed Disposal
The Wudinna Gold Assets comprise a 279,000-ounce gold JORC Mineral Resource Estimate defined by Cobra in 2023 (as announced on 7 September 2023) prior to the Boland HREE discovery. The Wudinna Gold Assets comprise a portfolio of exploration licences and applications across the Barns, White Tank, Clarke, and Baggy Green gold deposits.
Barton Gold is an ASX-listed South Australia focused gold developer with a combined existing JORCcompliant gold resource holding of 1.9 million ounces across the Challenger, Tarcoola and Tunkillia projects, all located northwest of the Wudinna Gold Assets within the Gawler Craton. Barton Gold is listed on the Australian Securities Exchange (ASX: BGD), the OTCQB (BGDFF), and the Frankfurt Stock Exchange (FRA: BGD3), with a current market capitalisation of around A\$180 million.
Barton Gold approached Cobra with proposals to acquire the Wudinna Gold Assets. Your Board believes that Barton Gold's gold assets and existing infrastructure position it well to capitalise on the regional gold resources in a way that Cobra would have been unlikely to achieve independently.
Your Board is of the firm opinion that the key to maximising value in small-to-mid size gold deposits is to minimise required capital through utilising existing infrastructure and seeking synergy through scale. The Proposed Disposal will take Barton Gold's resource to over two million ounces, with existing infrastructure. The Proposed Disposal provides Cobra the opportunity to become a significant shareholder in a province scale gold strategy, while enabling Cobra to direct capital and attention to unlocking the value in Boland, which has the potential to become a significant low-cost source of critical terbium and dysprosium for the Western world.
Barton Gold owns the only regional gold mill in the central Gawler Craton, providing a significant operational advantage for processing ore from its projects and thereby unlocking value from deposits. Barton Gold has approximately 1.9 million ounces of gold in JORC-compliant Mineral Resources and will have over two million ounces of gold in JORC-compliant Mineral Resources following the completion of this transaction, positioning it as a significant player in the region. It aims to achieve future gold production of 150,000 ounces annually, leveraging its existing projects and infrastructure.
The Proposed Disposal strengthens Cobra's balance sheet and its strategic optionality. Importantly, the deal maintains Cobra's exposure to future upside through milestone payments and production-linked consideration.
Your Board is familiar with Barton Gold's projects and have been impressed with its record of growing resources. Your Board believes that by combining these assets, the added scale, increased prospectivity and future synergies will result in a significant, South Australian focused gold producer, accreting value to Cobra's and Barton Gold's shareholders.
Accordingly, your Board are of the opinion that the Proposed Disposal allows Cobra to unlock value from the gold assets by scaling the inventory of Barton Gold's resources and unlocking synergies. The Proposed Disposal further enables Cobra to focus on commercialising its Boland HREE Project, whilst participating in the future upside via ownership in Barton Gold and considering other opportunities.
Terms of the Proposed Disposal
The consideration for the Proposed Disposal is made up of cash payments and issue of ordinary shares in Barton Gold.
Cobra will receive future payments totalling up to A\$15 million, including:
- A\$0.5 million of cash payments in two tranches;
- A\$5 million of ordinary shares in Barton Gold payable in two tranches;
- A further A\$2 million of ordinary shares in Barton Gold upon a resource milestone; and
- Up to a further A\$7.5 million in cash payments from a Production Benefit (as defined below).
Cobra will retain exploration licence tenure over the Boland HREE Project, whilst assigning gold and base metal rights to Barton Gold.
Cobra will also retain mineral rights for scandium, titanium, vanadium, gallium, yttrium, tellurium, iodine, the rare earth elements, francium, radium, actinium, thorium, protactinium and uranium, being those elements more particularly represented by the atomic numbers 21, 22, 23, 31, 39, 52, 53, 55 - 71 and 87 - 92 across the remaining Wudinna tenements.
The cash payments are due to Cobra as follows:
- A\$50,000 non-refundable deposit upon signing
- A\$150,000 upon Completion and granting of the New Tenements (as defined below)
- A\$300,000 upon Final Settlement (as defined below)
- up to A\$7.5 million in proceeds from the Production Benefit* (as further detailed below)
The equity component is up to A\$7.0 million, receivable as follows:
- A\$800,000 in Barton Gold ordinary shares upon Completion (as defined below)
- A\$4.2 million in Barton Gold ordinary shares upon Final Settlement (as defined below)
• A\$2.0 million in Barton Gold ordinary shares contingent upon delineation of a JORC (2012) Mineral Resource Estimate exceeding 500,000 ounces of gold at Wudinna (currently 279,000 ounces)
All Barton Gold ordinary shares will be issued based on the 30-day volume weighted average price of Barton Gold's ordinary shares on ASX in the 30 days immediately prior to the date of the execution of this transaction, save for the milestone related payments shall be based on the 30-day volume weighted average price of Barton Gold's ordinary shares on ASX in the 30 days immediately prior to the issue date.
The 30-day volume weighted average price of Barton Gold's ordinary shares on ASX in the 30 days immediately prior to the date of the execution of this transaction is A\$0.7800165 per share, meaning that a total of 1,025,619 Barton Gold ordinary shares are anticipated to be issued in respect of the first \$800,000 allocation of Barton Gold shares, and a total of 5,384,501 Barton Gold ordinary shares are anticipated to be issued in respect of the second \$4,200,000 allocation of Barton Gold shares.
All Barton Gold shares issued as consideration will be subject to a one-year lock-in in respect of 40% of the applicable tranche of shares issued, and a two-year lock-in in respect of 60% of the applicable tranche from their respective dates of issue.
Cobra will also be entitled to a further Production Benefit (as defined below) of up to A\$7.5 million. Upon the development of the Wudinna Gold Assets, a production-linked payment of A\$50 per ounce will be payable on a number of ounces equivalent to 30% of the JORC (2012) Ore Reserve declared, up to a maximum of 150,000 ounces, worth up to A\$7.5 million (the "Production Benefit").
Barton Gold has the right to buy out the Production Benefit for 50% of its calculated value in cash or shares at its discretion prior to the start of production.
Conditions and timeline for the Proposed Disposal
Various elements of the consideration are subject to the final granting of subdivided ELAs ("New Tenements"), and the final effective completion of the Proposed Disposal will be subject to various consents of the South Australian Department for Energy & Mining ("Completion").
Final settlement is subject to the grant and transfer of relevant tenements and the preparation and execution of documentation, mineral rights agreements, subsidiary transfers and the assignment of Native Title and Royalty agreements ("Final Settlement").
Cobra has agreed to hold the Wudinna Gold Assets which are subject of this transaction on trust for Barton Gold following Completion and until Final Settlement.
Cobra is seeking Shareholder approval for the Proposed Disposal by way of an ordinary resolution as a matter of good governance (albeit no approval is required pursuant to the UK Listing Rules of the Financial Conduct Authority).
The General Meeting
The GM to approve the Proposed Disposal 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 GM 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 GM.
Before the GM
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 GM, click on the "Vote Online Now" button by not later than 10.00 a.m. on 22 July 2025 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of the GM). 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 22 July 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 22 July 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 GM 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 "GM 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 24 July 2025.
To join the meeting type (or paste) the following web address into your web browser: https://meetmeinthecloud.zoom.us/j/89276998405?pwd=fKZma5MTlpHcFaU6HdwTPt5CzyzjCY.1
You will be asked to enter a password to gain access to the GM. This code can be found on the letter notifying you about the holding of the GM. 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 Resolution to the GM 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 GM.
The results of the GM will be announced by RNS and posted to the Company's website www.cobraplc.com on the day of the GM. The full poll results will also be published on this website at the same time. The business of the GM comprises a single resolution to approve the Proposed Disposal.
Shareholders are strongly encouraged to submit their votes online via the Investor Centre app. 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 at https://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 GM is given on pages 12 - 14 of this Notice. If you cannot attend the GM, please vote your shares by appointing a proxy.
Recommendation
The Directors consider that each of the proposed Resolutions to be considered at the GM 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 the proposed Resolution.
Voting Undertakings
All Cobra Directors who hold Cobra Shares have irrevocably undertaken to vote, or procure the vote, in favour of the Resolution to be proposed at the GM in respect of their own beneficial holdings (and the beneficial holdings of their close relatives and related trusts) of 102,910,092 Cobra Shares in aggregate, representing approximately 11.72 per cent. of the issued ordinary share capital of Cobra as at the date of this circular.
Cobra has also received irrevocable undertakings from certain shareholders to vote, or procure the vote, in favour of the Resolution to be proposed at the GM, in respect of, in aggregate, 242,791,292 Cobra Shares, representing approximately 27.66 per cent. of the issued ordinary share capital of Cobra as at the date of this circular.
In total, Cobra has therefore received irrevocable undertakings in respect of, in aggregate, 345,701,384 Cobra Shares, representing approximately 39.38 per cent. of the issued ordinary share capital of Cobra as at the date of this circular.
I look forward to hearing from you at the GM.
Greg Hancock
Chairman
7 July 2025

COBRA RESOURCES PLC
(Incorporated and registered in England and Wales with registered number 11170056)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of Cobra Resources plc (the "Company") will be held virtually on 24 July 2025 at 10:00 a.m. for the for the purpose of considering and, if thought fit, passing the following Resolution as an ordinary resolution.
Voting on the resolution will be by way of a poll. This Notice of General Meeting concerns matters described in a circular to Shareholders of the Company dated 7 July 2025 (the "Circular"). Words and expressions defined in the Circular have the same meaning when used in this Notice of General Meeting.
ORDINARY RESOLUTION
That the Proposed Disposal be and is hereby approved and that the directors of the Company (or any duly constituted committee of the directors of the Company) be and are hereby authorised to take all such steps as may be necessary, expedient or desirable in relation thereto and to carry the same into effect with such modifications, variations, revisions or amendments as they shall deem necessary, expedient or desirable.
By order of the Board. Ben Hodges Company Secretary 7 July 2025
Registered office:
9th Floor 107 Cheapside London EC2V 6DN England
Voting
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 22 July 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 GM will commence at 10:00 a.m. on 22 July 2025. The GM 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 22 July 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 GM 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 22 July 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 22 July 2025 by emailing them to [email protected].
The GM
Where and when will the meeting be held?
The meeting will be held exclusively as an electronic meeting at 10:00 a.m. on 24 July 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 9:45 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 GM.
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/89276998405?pwd=fKZ ma5MTlpHcFaU6HdwTPt5CzyzjCY.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 GM. 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 GM 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 the Resolution 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 Resolution 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' the 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 the Resolution will be published on www.cobraplc.com by midday on 24 July 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 GM 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.
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 GM, 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.
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 7 July 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.