Horizonte Minerals PLC — Proxy Solicitation & Information Statement 2022

Oct 12, 2022

HORIZONTE MINERALS
NOTICE OF MEETING

PART II

NOTICE OF GENERAL MEETING

Company Number: 05676866

HORIZONTE MINERALS PLC

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that a 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 4 November 2022 at 11.30 a.m. (London time). Unless otherwise indicated the definitions set out in the circular to which this notice is attached apply in this notice, the business of the meeting will be to consider and if thought fit pass the following resolutions:

Ordinary resolution

1. 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 exercise all powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any securities into, shares in the Company up to an aggregate nominal amount of £20,298,149.80 pursuant to the Fundraising provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on 31 December 2022 save that the Company may, before such expiry, make offers or agreements which would or might require it to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company and the directors may allot such securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. The authority granted by this resolution shall be in addition to the existing authority to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company previously granted to the Directors at the annual general meeting of the Company held on 24 May 2022 pursuant to section 551 of the Act but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

Special Resolution

1. THAT, subject to and conditional upon the passing of resolution 1, the Directors be and they are hereby empowered (in addition and without prejudice to all existing powers) 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 1 as if Section 561(1) of the Act did not apply to such allotment provided that this power shall be limited to the allotment up to an aggregate nominal amount of £20,298,149.80 pursuant to the Fundraising provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on 31 December 2022 save that the Company may, before such expiry, make offers or agreements which would or might require it to allot equity securities and the directors may allot such equity securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. The authority granted by this resolution shall be in addition to the existing authority to allot equity securities previously granted to the Directors at the annual general meeting of the Company held on 24 May 2022 pursuant to section 551 of the Act but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

7 October 2022

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

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HORIZONTE MINERALS
NOTICE OF MEETING

Notes:

1. A shareholder of the Company (each a 'Shareholder') may attend the Meeting in person or may be represented by one or more proxies provided each proxy is appointed to exercise rights attached to different shares. Members of the Company may not appoint more than one proxy to exercise rights attached to any one share. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to date, sign and return the accompanying Form of Proxy or VIF (as defined later), as applicable, for use at the Meeting or any adjournments or postponements thereof. In the case of a member which is a company, the Proxy Form must be executed under its common seal or signed on its behalf by an officer or attorney duly authorised. A proxy need not be a member of the Company. Completion and return of a Form of Proxy will not prevent a member from attending and voting at the General Meeting in person should he/she wish to do so.

2. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

3. In the case of joint holders, the signature of only one of the joint holders is required on the Form of Proxy but the vote of the first named on the register of members of the Company will be accepted to the exclusion of the other joint holders.

4. The following documents will be available for inspection at the registered office of the Company from the date of this notice until the time of the General Meeting during normal business hours and at the place of the General Meeting for at least 15 minutes prior to and during the General Meeting until its conclusion:

4.1. copies of the executive directors' service contracts; and

4.2. copies of the letters of appointment of the non-executive directors.

Within Canada:

1. The record date for the determination of Shareholders within Canada entitled to receive notice of and to vote at the Meeting or any adjournments or postponements thereof is 5 October 2022 (the 'Canadian Record Date'). Such Canadian shareholders whose names have been entered in the register of members/Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournments or postponements thereof. Such Canadian shareholders who become holders of record of shares of the Company after the Canadian Record Date and who wish to vote at the Meeting must make arrangements with the person(s) from whom they acquired the shares to direct how such shares are to be voted at the Meeting.

2. To be effective, the enclosed Form of Proxy as sent to Registered Holders must be mailed so as to reach or be deposited with Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1. Non-Registered Holders may register their vote either on-line through www.proxyvote.com using the 16-digit control number that is indicated on the Voting Instruction Form ('VIF'), or by telephone voting – English – 1-800-474-7493 or French 1-800-474-7501, or by mail using the business reply envelope provided. Forms of Proxy from Registered Holders or on-line, telephone or postal voting from Non-Registered Holders must be received not later than 8.00 a.m. (Toronto time) on 1 November 2022, or no later than seventy-two (72) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for any adjourned or postponed Meeting.

Outside of Canada:

1. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001, the Company has specified that only the holders of Ordinary Shares registered in the register of members of the Company at 6.00 p.m. on the date which is two days prior to the General Meeting or any adjournment of it shall be entitled to attend and vote or appoint a proxy or proxies to attend and vote on their behalf at the General Meeting or any adjourned General Meeting. Entries on the register of members after 6.00 p.m. on that date shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.

2. A Form of Proxy is enclosed with this document for use in relation to the Meeting. To be valid, the Form of Proxy must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of our Registrars, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, so as to be received no later than 11.30 a.m. (London time) on 2 November 2022.

See further information in relation to the General Meeting and Use of Proxies in Part III (General Information Respecting the Meeting).