Horizonte Minerals PLC — Proxy Solicitation & Information Statement 2021

Apr 21, 2021

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the annual general meeting (the 'Meeting') of the shareholders of Horizonte Minerals PLC (the 'Company') will be held at the offices of Horizonte Minerals plc, Rex House, 4-12 Regent St, London, SW1Y 4RG, United Kingdom, on 17 May 2021 at 2:30 p.m. (London time). The business of the meeting will be to consider and if thought fit pass the following resolutions:

Ordinary resolutions

1. to receive and adopt the Directors' Report and Accounts for the year ended 31 December 2020, together with the Auditor's Report thereon;
2. to re-elect Mr. David Hall as a director of the Company for the period between the date of this meeting and the date of the next Annual General Meeting;
3. to re-elect Mr. Jeremy Martin as a director of the Company for the period between the date of this meeting and the date of the next Annual General Meeting;
4. to re-elect Mr. Owen Bavinton as a director of the Company for the period between the date of this meeting and the date of the next Annual General Meeting;
5. to re-elect Mr. William Fisher as a director of the Company for the period between the date of this meeting and the date of the next Annual General Meeting;
6. to re-elect Mr. Allan Walker as a director of the Company for the period between the date of this meeting and the date of the next Annual General Meeting;
7. to re-elect Ms Sepanta Dorri as a director of the Company for the period between the date of this meeting and the date of the next Annual General Meeting;
8. to appoint BDO LLP as auditor of the Company for the ensuing year and to authorise the Directors to fix their remuneration;
9. THAT the Directors of the Company be and are hereby generally and unconditionally authorised and empowered in accordance with Section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company and grant rights to subscribe for, or convert any security into shares in the Company ('Rights'):

A. up to an aggregate nominal amount of £5,000,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (B) below in excess of such sum); and

B. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £10,000,000 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to expire (unless previously renewed, varied or revoked by the Company in General Meeting) at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution or, if earlier, 15 months after the date of this resolution, save that the Company may prior to such expiry make any offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights pursuant to any such offer or agreement notwithstanding the expiry of the authority given by this resolution. This resolution replaces all previous authorities of the Directors pursuant to Section 551 of the Act and they are hereby revoked but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities, and any director or officer of the Company be, and such director or officer of the Company hereby is authorised, instructed and empowered, acting for, in the name of and on behalf of the Company, to do or to cause to be done all such other acts and things in the opinion of such director or officer of the Company as may be necessary or desirable in order to fulfil the intent of this ordinary resolution.

HORIZONTE MINERALS NOTICE OF MEETING

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Special resolutions

1. THAT, subject to and conditional upon the passing of resolution 9, the Directors be and they are hereby empowered pursuant to Section 570 of the Act to allot equity securities (within the meaning of Section 560(1) of the Act) in the capital of the Company for cash pursuant to the authority conferred on them in accordance with Section 551 of the Act by resolution 9 as if Section 561(1) of the Act did not apply to such allotment provided that this power shall be limited:

A. to the allotment of equity securities for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 9, by way of a rights issue only):

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to holders of other equity securities, as required by the rights of those securities or, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

B. to the allotment otherwise than pursuant to paragraph (A) above of equity securities up to an aggregate nominal amount of £5,000,000,

and shall expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution (or, if earlier, 15 months after the date of this resolution), save that the Company may prior to 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 offer or agreement as if the power conferred hereby had not expired, and any director or officer of the Company be, and such director or officer of the Company hereby is authorised, instructed and empowered, acting for, in the name of and on behalf of the Company, to do or to cause to be done all such other acts and things in the opinion of such director or officer of the Company as may be necessary or desirable in order to fulfil the intent of this special resolution.

9 April 2021

By order of the Board of Directors

Jeremy Martin

Chief Executive Officer

Registered Office: Rex House, 4-12 Regent Street, London, SW1Y 4RG United Kingdom

HORIZONTE MINERALS

NOTICE OF MEETING