SOLGOLD PLC — AGM Information 2024

Dec 19, 2024

18 December 2024

Company Number 05449516 The Companies Act 2006 Company Name: SolGold plc

At the Annual General Meeting of SolGold plc held at the offices of Corrs Chambers Westgarth, located at Level 42, 111 Eagle Street, Brisbane, QLD, Australia at 9.00PM (Brisbane, Australia time) on the 5 th day of December 2024, the following ordinary and special resolutions were passed.

ORDINARY RESOLUTIONS

• 1. To receive the audited consolidated financial statements of the Company for the financial year ended 30 June 2024, together with the reports of the Directors and auditors thereon.
• 1. To approve the Directors' Remuneration Report for the year ended 30 June 2024.

This is an advisory vote in accordance with the Companies Act 2006 (United Kingdom) (the "Act").

• 1. To approve the adoption of the Directors' Remuneration Policy.
• 1. To re-elect Mr. Nicholas Mather as a Director of the Company.
• 1. To re-elect Ms. Maria Amparo Albán Ricuarte as a Director of the Company.
• 1. To re-elect Mr. Scott Caldwell as a Director of the Company.
• 1. To re-elect Mr. Slobodan (Dan) Vujcic as a Director of the Company.
• 1. To elect Mr. Adrian (Steve) van Barneveld as a Director of the Company.
• 1. To elect Mr. Jian (John) Liu as a Director of the Company.
• 1. To elect Mr. Charles Joseland as a Director of the Company.
• 1. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to continue to hold office from the conclusion of the Meeting to the conclusion of the next meeting at which accounts are laid before the Company.
• 1. To authorise the Board to determine the remuneration of the auditors.
• 1. That the Directors be generally and unconditionally authorised for the purposes of section 551 of the Act, to exercise all the powers of the Company to allot equity securities (within the meaning of section 560 of the Act) and grant rights to subscribe for, or convert any security into, shares:
  2. a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £10,003,689 (such amount to be reduced by the nominal amount allotted or granted under resolution 13(b) below in excess of such sum); and
  3. b) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £20,007,379 (such amount to be reduced by any allotments or grants made under resolution 13(a) above) in connection with or pursuant to a pre-emptive offer in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary, expedient or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever,

provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this resolution, save that, in each case the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted, or rights to be granted, after such expiry and the Directors may allot equity securities, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired.

SPECIAL RESOLUTIONS

• 1. That, subject to the passing of resolution 13 above, the Directors be generally and unconditionally empowered pursuant to sections 570(1) and 573 of the Act to:
  2. a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by resolution 13(a) above; and/or
  3. b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

in each case, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

• (i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under resolution 13(a) above, by way of a preemptive offer only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary, expedient or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and
• (ii) in the case of the authorisation granted under resolution 13(a)above (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution 14, up to an aggregate nominal amount of £1,500,553,

provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this resolution, save that, in each case the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

• 1. That, subject to the passing of resolutions 13 and 14 above, and in addition to the power given by resolution 14, the Directors be generally and unconditionally empowered pursuant to sections 570(1) and 573 of the Act to:
  2. a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by resolution 13(a); and/or
  3. b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

in each case, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:

• (i) limited to the allotment of equity securities for cash and the sale of treasury shares, up to an aggregate nominal amount of £1,500,553; and
• (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors have determined to be an acquisition or other capital investment of a kind contemplated by the 2015 Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group (which shall include any capital investment related to expenses incurred in connection with exploration and evaluation activities which are capitalised on the statement of financial position), or for any other purposes as the Company in general meeting may at any time by special resolution determine,

provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this resolution, save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury

shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

1. That, with effect from the conclusion of this Meeting, the new articles of association for the Company produced to this Meeting (and initialled by the Chair for the purposes of identification) be approved and adopted by the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.

Steven Wood

Company Secretary