FIRST TIN PLC — Proxy Solicitation & Information Statement 2022

May 31, 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (the FSMA) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your existing ordinary shares in First Tin plc please send this document, together with the accompanying form of proxy (the Proxy Form), 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 delivery to the purchaser or transferee. However, these documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holdings of ordinary shares in First Tin plc, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.

FIRST TIN PLC

(Incorporated in England and Wales with Registered No. 07931518)

NOTICE OF ANNUAL GENERAL MEETING

to be held at the offices of Arlington Group Asset Management Limited,

47/48 Piccadilly, London W1J 0DT

at 4.00 p.m. on Thursday 30 June 2022

The Notice of the Annual General Meeting and accompanying notes is set out on pages 4 to 9 of this document.

A Proxy Form for use at the Annual General Meeting is enclosed. To be valid, the Proxy Form should be completed, signed and returned in accordance with the instructions printed thereon and Appendix 1 of this Notice of Annual General Meeting. Proxy Forms must be received by Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX as soon as possible but in any event must arrive not later than 48 hours (excluding any part of a day which is not a working day) before the time fixed for the start of the Meeting. Alternatively, you can lodge your vote on-line on www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions (you can locate your user name and access code on the top of the proxy form).

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LETTER FROM THE CHAIRMAN

First Floor
47/48 Piccadilly
London
W1J 0DT

30 May 2022

Dear Shareholder

FIRST TIN PLC (the Company or First Tin) – Annual General Meeting 2022

The Company's 2022 annual general meeting (the AGM or Meeting), being its first annual general meeting since its admission to trading on the Standard List of the Main Market of London Stock Exchange plc, will be held at 4.00 p.m. on Thursday 30 June 2022 at the offices of Arlington Group Asset Management Limited, 47/48 Piccadilly, London W1J 0DT. The Notice of Meeting and accompanying notes are set out on pages 4 to 9 of this document.

There are no current restrictions imposed in the UK in response to the COVID-19 pandemic. In the event that any restrictions on travel and/or the ability of people to gather and meet in indoor venues are imposed in the UK following the dispatch of this letter and prior to the AGM, the Company will make announcements via RNS to keep Shareholders up to date as to the ability to attend the AGM in person.

Explanation of the AGM Resolutions

The following paragraphs explain the resolutions (Resolutions) to be proposed at the Meeting.

1. Resolution 1: Receipt of the 2021 Report and Accounts

The Directors must present the Company's annual report and accounts for the year ended 31 December 2021 (the Annual Report 2021) to the Meeting and shareholders may raise any questions on the reports and financial statements under this Resolution.

1. Resolution 2: Directors' remuneration report

In accordance with the provisions of the Companies Act 2006, the Directors' remuneration report (the Remuneration Report) at pages 15-16 of the Annual Report 2021 sets out the remuneration paid to the Company's Directors during the year ended 31 December 2021. The vote on the Remuneration Report is advisory only.

1. Resolution 3: Reappointment of the Auditors

The Company is required to appoint auditors at each general meeting at which accounts are presented, to hold office until the conclusion of the next such meeting. This Resolution proposes the reappointment of Crowe U.K. LLP as auditors of the Company.

1. Resolution 4: Authority to agree the Auditors' remuneration

This Resolution authorises the Directors to approve the terms of engagement and set the remuneration of the Company's auditors.

1. Resolutions 5 – 7: Appointment of Directors

In accordance with the Company's Articles of Association each of Catherine Apthorpe, Seamus Cornelius and Ingo Hofmaier will seek election as Directors of the Company at the AGM. Biographical details of all the Directors (as at the date of this Notice) are set out on page 17 of the 2021 Annual Report.

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6 Resolutions 8 and 9: Renewal of the Directors' authority to allot shares and to disapply pre-Emption rights

6.1 Resolution 8 grants the Directors the authority to allot Ordinary Shares (or grant rights to subscribe for or convert any securities into Ordinary Shares) up to a maximum nominal amount equal to £88,502.81 (representing 88,502,810 Ordinary Shares). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as of 27 May 2022, being the latest practicable date prior to publication of this Notice. The second part of Resolution 8 grants the Directors the authority to allot Ordinary Shares (or grant rights to subscribe for or convert any securities into Ordinary Shares) up to a further aggregate nominal amount equal to £88,502.81 (representing 88,502,810 Ordinary Shares), in relation to a pre-emptive offer to existing shareholders by way of a rights issue (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the rights issue cannot be made due to legal and practical problems).

6.2 Resolution 9 is a special resolution to give the directors the authority to allot ordinary shares (including any ordinary shares which the company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority would be limited to allotments or sales in connection with rights issues or other pre-emptive offers, or otherwise up to an aggregate maximum nominal amount of £26,553.50 (representing 26,553,500 ordinary shares). This aggregate nominal amount represents approximately 10% of the issued ordinary share capital of the Company as at 27 May 2022, being the latest practicable date prior to publication of this Notice.

6.3 As at 27 May 2022, the Company does not hold any shares in treasury.

7 Resolution 10: Notice period for General Meetings

7.1 Resolution 10 is a special resolution to allow the Company to hold general meetings, other than annual general meetings, on 14 days' notice.

7.2 Under the Companies Act 2006, the minimum notice period for general meetings of listed companies (as is the case for First Tin) is 21 days. However, this period can be reduced to 14 days (other than for AGMs), provided that two conditions are met. The first condition is that the company offers facilities for shareholders to submit proxy appointments by electronic means. The second condition is that there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days.

7.3 The Board is therefore proposing Resolution 10 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the Company, other than annual general meetings. The approval will be effective until the Company's next annual general meeting.

8 Recommendation

The directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of all the Resolutions as they intend to do in respect of their own beneficial holdings currently amounting to 8.01% of the issued share capital of the Company of 265,534,972 ordinary shares of £0.001 each in the capital of the Company.

The results of the voting on all Resolutions will be announced via the Regulatory News Service and published on our website as soon as practicable following the conclusion of the AGM.

Yours sincerely

Charles Cannon Brookes
Non-Executive Chairman

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (Meeting) of First Tin plc (Company) will be held at 4.00 p.m. on Thursday 30 June 2022 at the offices of Arlington Group Asset Management Limited, 47/48 Piccadilly, London W1J 0DT to consider and, if thought fit, to pass resolutions 1 to 8 as Ordinary Resolutions and Resolutions 9 and 10 as Special Resolutions:

ORDINARY RESOLUTIONS

RESOLUTION 1 – REPORT AND ACCOUNTS

To receive the accounts and the reports of the Directors and auditors for the year ended 31 December 2021.

RESOLUTION 2 – DIRECTORS’ REMUNERATION REPORT

To approve the Directors’ remuneration report in the form set out in the Company’s annual report and accounts for the year ended 31 December 2021.

RESOLUTION 3 – AUDITORS

To reappoint Crowe U.K. LLP as the Company’s auditors until the conclusion of the next Annual General Meeting of the Company.

RESOLUTION 4 – AUDITORS’ REMUNERATION

To authorise the Directors to agree the auditors’ remuneration.

RESOLUTIONS 5 – 7 – APPOINTMENT OF THE DIRECTORS

Resolution 5 is to elect Catherine Apthorpe as a Director of the Company.

Resolution 6 is to elect Seamus Cornelius as a Director of the Company.

Resolution 7 is to elect Ingo Hofmaier as a Director of the Company.

RESOLUTION 8 – AUTHORITY TO ALLOT SHARES

1. That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 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 (Rights):

8.1 up to an aggregate nominal amount of £88,502.81; and

8.2 up to a further aggregate nominal amount of £88,502.81 provided that: (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006); and (ii) they are offered by way of a rights issue to holders (shareholders) of ordinary shares of £0.001 each in the capital of the Company (ordinary shares) on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other matter, provided that this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of this Resolution or, if earlier, on 31 August 2023 save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

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SPECIAL RESOLUTIONS

RESOLUTION 9 – AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

1. That the Directors be and they are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 8 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment, provided that this power shall be limited to:

9.1 the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph 8.2 of Resolution 8 above by way of rights issue only) in favour of the holders (shareholders) of ordinary shares of 0.1p each in the capital of the Company (ordinary shares) on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

9.2 the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph 9.1 of this Resolution) to any person or persons up to an aggregate nominal amount of £26,553.50, and shall expire upon the expiry of the general authority conferred by Resolution 8 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted or treasury shares sold after such expiry and the Directors shall be entitled to allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.

RESOLUTION 10 – NOTICE PERIOD FOR GENERAL MEETINGS

That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Ross Ainger
Secretary
30 May 2022

First Floor
47/48 Piccadilly
London
W1J 0DT

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Appendix 1

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

1 ANNUAL GENERAL MEETING

Only shareholders, their attorneys, proxies and authorised representatives of corporations which are shareholders are entitled to attend, speak and vote at the Meeting.

2 VOTING BY CORPORATE REPRESENTATIVES

A corporate shareholder may authorise a person or persons to act as its representative(s) at the Annual General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder in the Company, provided that they do not do so in relation to the same shares.

3 PROXY FORM

You can register your vote(s) for the Annual General Meeting either:

• by logging on to www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then following the on-screen instructions (you can locate your user name and access code on the top of the proxy form);
• by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX using the proxy form accompanying this notice;
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 below.

In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 09.00 a.m. on 28 June 2022.

4 VOTING VIA PROXY FORM

4.1 A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If multiple proxies are to be appointed, then a separate Proxy Form must be completed for each proxy appointment. If you intend appointing additional proxies, please contact Share Registrars Limited, (on 01252 821390) to obtain (an) additional form(s). Alternatively, you may photocopy the enclosed Proxy Form.

4.2 The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, then the proxy is deemed to be authorised for the whole of the shareholder’s holding (or in the case of a shareholder with designated accounts, the whole of the holding in the designated account).

4.3 A proxy need not be a shareholder of the Company but must attend the Meeting to represent you. Your proxy must vote as you instruct and must attend the Meeting for your vote to be counted.

4.4 If a proxy is not directed how to vote on an item of business the proxy may vote, or abstain from voting, as they think fit. A proxy shall have authority to demand, or join in demanding, a poll at the Meeting. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.

4.5 Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

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4.6 If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

4.7 Shareholders who return their Proxy Forms with a direction on how to vote, but do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. Proxy appointments in favour of the Chair of the Meeting, the Secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the Resolutions proposed in this Notice of Meeting.

4.8 Completed Proxy Forms should be sent to the Company's Registrars using the pre-addressed envelope provided with this Notice of Meeting.

4.9 To be effective, Proxy Forms must be lodged by 9.00 a.m. on 28 June 2022. Proxy forms lodged after this time will be invalid.

4.10 Proxy Forms may be lodged by returning a completed Proxy Form by post to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX United Kingdom.

4.11 Alternatively, shareholders can vote on-line by logging on to www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions (shareholders can locate their user name and access code on the top of the Proxy Form enclosed).

4.12 The Proxy Form must be signed by the shareholder or the shareholder's attorney. A Proxy Form must be completed by, or on behalf of, the shareholder making the appointment. A corporation may execute a Proxy Form either under its common seal or under the hand of (a) duly authorised officer(s). Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by Share Registrars Limited by the deadline stated in paragraphs 4.9.

4.13 In the case of joint holders, any one holder may sign the Proxy Form. The vote of the senior holder who tenders a vote will be counted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names appear on the register of shareholders.

4.14 Shareholders may change proxy instructions by submitting a new Proxy Form. Note that the cut-off time for receipt of Proxy Form also applies in relation to amended instructions; any Proxy Form received after the relevant cut-off time will be disregarded.

4.15 Where you have appointed a proxy using the Proxy Form and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars Limited (on 01252 821390) to obtain a new Proxy Form.

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

4.17 Shareholders who return a Proxy Form or register the appointment of a proxy electronically will still be able to attend the Meeting and vote in person if they so wish. If you attend the Meeting in person and vote, then your proxy appointment will automatically be terminated.

4.18 A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (nominated persons). The right to appoint a proxy does not apply to nominated persons. 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.

5 VOTING VIA CREST

5.1 Shareholders who are CREST members with shares held in uncertificated form who wish to appoint a proxy or proxies are encouraged to use the CREST electronic proxy appointment service by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to

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their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

5.2 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 UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 7RA36) by the latest time for receipt of proxy appointments specified in paragraph 4.9 above. 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

5.3 CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note that Euroclear UK & Ireland Limited 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 connection with this, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

5.4 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 SHAREHOLDERS WHO ARE ENTITLED TO VOTE

Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 the Company gives notice that the time by which a person must be entered on the register of members in order to attend or vote at the Meeting or adjourned Meeting (and for calculating the number of votes such a person may cast) is 6.00 p.m., on the date which is two days (excluding any part of a day which is not a working day) prior to the Meeting or any adjourned Meeting. Changes to entries on the register of securities after the relevant time will be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the Meeting or adjourned Meeting.

7 CONDUCT OF THE MEETING

7.1 The quorum for the Meeting will be two persons entitled to vote upon the business to be transacted, each being a shareholder, or a proxy for a shareholder, or a duly authorised representative of a corporation, which is a shareholder.

7.2 The Company must cause to be answered at the Meeting any question relating to the business being dealt with at the Meeting which is put by a member attending the Meeting, except (i) if to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (ii) if the answer has already been given on a website in the form of an answer to a question, or (iii) if it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered. The Company will not answer questions submitted by shareholders ahead of the Meeting in the circumstances outlined in (i) to (iii) above.

7.3 Voting on at this Meeting will be conducted on a poll rather than a show of hands.

8 ADDITIONAL MATTERS

8.1 If you have sold or transferred all of your shares, this Notice of Meeting should be passed on to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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8.2 A copy of this Notice and the other information required by section 311A of the Companies Act 2006 can be found on the Company's website (www.firsttin.com).

8.3 You may not use any electronic address provided in this Notice of Meeting to communicate with the Company for any purposes other than those expressly stated.

8.4 Copies of the contracts of service between each Executive Director and the Company and the letters of appointment of the Non-Executive Directors are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company up to the time of the Meeting (or, if the office is inaccessible due to restrictions imposed as a result of COVID-19, by alternative arrangements made with the Company Secretary).

8.5 As at 27 May 2022 (being the latest practicable date prior to publication of this document), the Company's issued share capital consisted of 265,534,972 ordinary shares of 0.1 pence each carrying one vote each. As at on 27 May 2022 (the latest practicable date prior to the publication of this letter) the Company held no ordinary shares in treasury and therefore the total voting rights in the Company are 265,534,972.

8.6 Shareholders satisfying the threshold requirements set out in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to:

8.6.1 the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the Meeting; or
8.6.2 any circumstances connected with an auditor of the Company ceasing to hold office since the last annual general meeting, that the shareholders propose to raise at the Meeting.

8.7 Where the Company is required to publish a statement on its website, it must:

8.7.1 send a copy of the statement to the Company's auditors no later than the time it makes that statement available on the website; and
8.7.2 include the matters set out in the statement in the business of the Meeting.

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