ECORA RESOURCES PLC — Proxy Solicitation & Information Statement 2012

Mar 9, 2012

Anglo
PACIFIC
Anglo Pacific Group PLC
Notice of Annual General Meeting

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Notice of Annual General Meeting

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own advice from your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your shares in Anglo Pacific Group PLC, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Anglo Pacific Group PLC (the "Company") will be held at the Institute of Chartered Accountants in England and Wales, 1 Moorgate Place, London EC2R 6EA, United Kingdom on Thursday April 19, 2012 at 11.00 am to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 14 will be proposed as ordinary resolutions and resolutions 15 and 16 will be proposed as special resolutions:

1. To receive and adopt the Company's audited accounts and the reports of the directors and the auditors for the year ended December 31, 2011.
2. To approve the Directors' Remuneration Report for the year ended December 31, 2011.
3. To declare a final dividend of 5.50p per ordinary share of the Company recommended by the directors.
4. To re-elect M.H. Atkinson as a director of the Company.
5. To re-elect P.M. Boycott as a director of the Company.
6. To re-elect A.C. Orchard as a director of the Company.
7. To re-elect J. Theobald as a director of the Company.
8. To re-elect J.G. Whellock as a director of the Company.
9. To re-elect B.M. Wides as a director of the Company.
10. To re-elect A.H. Yadgaroff as a director of the Company.
11. To re-appoint Messrs Grant Thornton UK LLP as auditors of the Company to hold office until the conclusion of next the general meeting at which accounts are laid before the Company.
12. To authorise the directors to agree the remuneration of the auditors of the Company.
13. THAT the board of directors of the Company (the "Directors") be and they are hereby authorised to offer the holders of ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") (subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation to treasury shares or any legal or practical problems arising under the laws of any territory or the requirements of any regulatory body or stock exchange in any territory or otherwise) the right to elect to receive new Ordinary Shares instead of cash in respect of all or part of the final dividend for the year ended December 31, 2011 and all other dividends declared up to the beginning of the next Annual General Meeting of the Company.
14. THAT the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £727,928 provided that this authority (unless previously revoked or renewed) shall expire on the earlier of April 19, 2017 and the conclusion of the Annual General Meeting of the Company held in 2017, save that the Company may before such expiry (or the expiry of any renewal of this authority) make any offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Directors may allot shares or grant such rights in pursuance of such offer or agreement as if this authority had not expired, and provided further that this authority shall be in substitution for the authority conferred by a resolution dated April 13, 2011 to the extent unused and shall supersede and revoke any other earlier authorities under section 551 of the Act.
15. THAT, subject to the passing of resolution 14, the Directors be and they are hereby generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, Ordinary Shares) wholly for cash (a) by selling equity securities held by the Company as treasury shares; or (b) by allotting new equity securities pursuant to the authority conferred by resolution 14, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities in connection with an offer of equity securities:
(i) to the holders of Ordinary Shares in proportion (as nearly may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £218,378, and this power shall (unless renewed, varied or revoked by the Company) expire at the close of business on the date which is 15 months after the date on which this resolution is passed or, if earlier, at the conclusion of the Annual General Meeting of the Company next held following the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.

Anglo Pacific Group PLC Annual Report and Accounts 2011

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Notice of Annual General Meeting

1. THAT the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the Directors think fit, subject to the following restrictions and provisions:-

(a) the aggregate maximum number of Ordinary Shares hereby authorised to be purchased is 10,918,921;
(b) the maximum price which may be paid for an Ordinary Share is an amount being not more than the higher of:
(i) 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased, and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out,
in each case exclusive of any associated expenses;
(c) the minimum price which may be paid for an Ordinary Share is its nominal value (exclusive of any associated expenses);
(d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2013 or eighteen months from the date on which this resolution is passed, whichever shall be the earlier;
(e) the Company may enter into a contract to purchase Ordinary Shares under this authority before the expiry of such authority, and may make a purchase of Ordinary Shares pursuant to any such contract which purchase would or might be completed wholly or partly after the expiration of this authority; and
(f) any Ordinary Shares so purchased shall be cancelled or, if the Directors so determine and subject to the provisions of any applicable laws or regulations, held as treasury shares.

Registered Office

By Order of the Board

17 Hill Street
London
W1J 5LJ

P.T.J. Mason
Company Secretary

March 9, 2012

Anglo Pacific Group PLC Annual Report and Accounts 2011

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Notice of Annual General Meeting

Explanatory notes to the proposed resolutions:

Resolution 1 – Annual report and accounts

The directors are required to present to shareholders at the Annual General Meeting the Company’s audited accounts and the directors’ and auditors’ reports for the year ended December 31, 2011.

Resolution 2 – Directors’ Remuneration Report

UK listed companies are required to put before their shareholders in general meeting a resolution inviting shareholders to approve the Directors’ Remuneration Report. The Directors’ Remuneration Report, which can be found on pages 23 to 25 of the Annual Report 2011, details the directors’ remuneration for the period ended December 31, 2011 and sets out the Company’s overall policy on directors’ remuneration. This resolution is advisory and does not affect the actual remuneration paid to any individual director. It serves to provide shareholder feedback to the Remuneration Committee.

As required by the Directors’ Remuneration Report Regulations 2002, the Company’s independent auditors, Grant Thornton LLP, have audited those parts of the Directors’ Remuneration Report capable of being audited and their report can be found on page 28 of the Annual Report 2011.

Resolution 3 – Approval of final dividend

A final dividend can only be paid after it has been approved by the shareholders. A final dividend of 5.50p per ordinary share for the year ended December 31, 2011 is recommended by the directors for payment to shareholders who are on the register of members at the close of business on May 4, 2012.

Resolutions 4-10 – Re-election of directors

The Company’s articles of association require the directors to submit themselves for election at the first opportunity after their appointment and from then on for re-election every three years. However, the new UK Corporate Governance Code published by the Financial Reporting Council recommends that all directors of FTSE 350 companies should be subject to annual re-election. Biographical details of each director appear on pages 15 and 16 of the Annual Report 2011 and details of their service contracts with the Company appear on page 24.

The board is of the opinion that the performance of each of the directors continues to be effective and to demonstrate commitment to his role. The board unanimously recommends the re-election of all of the directors.

Resolutions 11 and 12 – Reappointment and remuneration of auditors

The auditors of a company must be reappointed at each general meeting at which accounts are presented. Resolution 11, on the audit committee’s recommendation, proposes the reappointment of the Company’s existing auditors, Grant Thornton LLP, until the next general meeting at which accounts are presented. Resolution 12 is a separate resolution which gives authority to the directors to determine the auditors’ remuneration.

Resolution 13 – Authority to offer scrip dividend

This resolution seeks to renew the authority granted at last year’s Annual General Meeting for the directors to offer shareholders the option to take dividends in ordinary shares instead of cash.

Resolution 14 – Authority to allot shares

This resolution seeks a new authority, to replace the existing authority, for the directors to allot shares in the Company up to an aggregate nominal amount of £727,928, representing approximately one third of the Company’s issued ordinary share capital at March 9, 2012. The authority contained in this resolution will expire at the conclusion of the 2013 Annual General Meeting or at the close of business on the date which is 15 months following the passing of this resolution (whichever is earlier). The directors consider that this authority is desirable to allow the Company to retain flexibility, although they have no present intention of exercising it.

Resolution 15 – Disapplication of pre-emption rights (special resolution)

This resolution seeks authority for the directors, pursuant to the authority to allot granted by resolution 14, to allot equity securities (as defined in the Act) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings. Other than in connection with a rights or other similar issue, the authority contained in this resolution will be limited to an aggregate nominal amount of £218,378, representing 10% of the Company’s issued ordinary share capital at March 9, 2012. No shares are currently held in treasury by the Company.

This resolution replaces the present authority granted at last year’s Annual General Meeting, which is set to expire at the end of this year’s Annual General Meeting. Similarly, the authority granted by this resolution will expire on the date which is 15 months after the date on which the resolution is passed or, if earlier, at the conclusion of the Annual General Meeting next held following the passing of the resolution. The directors confirm that they have no present intention of exercising this authority. However, the authority sought under this resolution provides the Company with the ability to continue to make acquisitions of royalties on low-cost, long-life mining assets.

Resolution 16 – Authority to purchase own shares (special resolution)

The directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares should market conditions and price justify such action. The directors have no present intention of exercising this power and intend to exercise it only if they

Anglo Pacific Group PLC Annual Report and Accounts 2011

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Notice of Annual General Meeting

believe that the effect of such purchases will be to increase earnings per share. They will also have regard to whether, at the time, this represents the best use of the Company's resources and is to the benefit of the shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account in reaching such a decision.

Subsequently, this resolution seeks authority from shareholders to empower the directors to make limited on-market purchases. The resolution limits this authority to a maximum number of ordinary shares that may be acquired of 10,918,921 being 10% of the Company's issued ordinary share capital at March 9, 2012. The authority conferred by this resolution will expire at the conclusion of the 2013 Annual General Meeting or 18 months from the date of the passing of the resolution (whichever is earlier).

Any shares purchased under this authority will either be cancelled or held as treasury shares. As at March 9, 2012 there were options outstanding over 67,463 ordinary shares, which represent 0.06% of the Company's issued share capital at that date and would represent 0.07% of the Company's issued share capital if the authority to purchase the Company's ordinary shares were to be exercised in full.

Directors' recommendation

The directors believe that all of the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and the directors unanimously recommend that shareholders vote in favour of all of the resolutions.

Explanatory notes to the notice of meeting:

1. A member entitled to attend, speak and vote at the above meeting may appoint one or more persons as his proxy to attend, speak and vote instead of him at the meeting, provided that, if more than one proxy is appointed each proxy is appointed to exercise rights attaching to different shares held by that member. A proxy need not be a member of the Company. A form of proxy is enclosed with this Notice. Completion and return of the form of proxy will not prevent a member from attending the meeting and voting in person if he so wishes.
2. In order to be valid, forms of proxy for the meeting and the power of attorney or other authority (if any) under which it is executed or a notarially certified copy of such power or authority must be received, not later than 48 hours before the time fixed for the meeting, at the office of the Company's Registrars: Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
3. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
4. In order for a proxy appointment or instruction made by means of CREST 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 (available at www.euroclear.com/CREST). The message must, in order to be valid, be transmitted so as to be received by the Company's agent (ID RA19) not later than 48 hours before the time fixed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the proxy through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) 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 provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
5. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
6. A person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies in Notes 1 and 3 above do not apply to a Nominated Person. The rights described in those Notes can only be exercised by registered members of the Company.
7. As at March 9, 2012 the Company's issued share capital amounted to 109,189,215 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at March 9, 2012 were 109,189,215 votes.
8. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered in the register of members of the Company as at 6:00pm UK time on April 16, 2012 (or in the event that the meeting is adjourned, only those shareholders registered in the register of members of the Company as at 6.00pm UK time on the day which is three days prior to the adjourned meeting) shall be entitled to attend or vote at the above meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Anglo Pacific Group PLC Annual Report and Accounts 2011

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Notice of Annual General Meeting

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

2. Information regarding the Annual General Meeting, including information required by section 311A of the Act, and a copy of this notice of Annual General Meeting is available from the Company's website www.anglopacificgroup.com.

3. Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Act, the Company may be required to publish on a website a statement 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 Annual General Meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.

4. Under section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the Annual General Meeting put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Except as provided above, members who wish to communicate with the Company in relation to the Annual General Meeting should do so using the following means: (a) by writing to the Company Secretary at the Company's registered office address at 17 Hill Street, London W1J 5LJ; or (b) by writing to the Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. No other methods of communication will be accepted. In particular, members may not use any electronic address provided in this notice or in any related documents (including the accompanying circular and proxy form) to communicate with the Company for any purpose other than those expressly stated in this notice or in such other related documents.

5. The executive directors' service contracts and the letters of appointment of the non-executive directors will be available for inspection at the Company's registered office during normal business hours on any weekday (excluding public holidays) until the time of the Annual General Meeting and will be available at the Institute of Chartered Accountants in England and Wales, 1 Moorgate Place, London EC2R 6EA at least 15 minutes prior to, and during, the Annual General Meeting.

6. The results of the voting at the Annual General Meeting will be announced through a Regulatory Information Service and will appear on the Company's website at www.anglopacificgroup.com.

7. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to whom it discloses the data (including the Registrars) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

Anglo Pacific Group PLC Annual Report and Accounts 2011