South West Pinnacle Exploration Limited — Proxy Solicitation & Information Statement 2024

Dec 24, 2024

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ISO 9001: 2015 Certified Company

South West Pinnacle Exploration Ltd ( Formerly known as South West Pinnacle Exploration Pvt Ltd) CIN NO.: L13203HR2006PLC049480 Regd & Corp Office: Ground Floor, Plot No.15, Sector-44, Gurgaon 122003, Haryana, India.

T: +91 124 4235400, 4235401 F: +91 124 4235402 E: info@southwestpinnacle.com W: www.southwestpinnacle.com

Date: December 24, 2024

To, To, Listing Department Listing Department National Stock Exchange of India Ltd. Bombay Stock Exchange Limited Exchange Plaza, 5th Floor Plot No. C/1, Phiroze Jeejeebhoy Towers, G Block, Bandra-Kurla Dalal Street, Mumbai-400001 Complex Mumbai 400051 Script Code: 543986 SYMBOL: SOUTHWEST

Sub: Corrigendum to the Notice of the Extra-Ordinary General Meeting of South West Pinnacle Exploration Limited (the “Company”) scheduled to be held on Thursday, January 02, 2025

Dear Sir/Madam,

In reference to the captioned subject matter and in continuation to our intimation dated December 11, 2024, we are submitting herewith the Corrigendum to the Notice of the (01/2024-25) Extra-Ordinary General Meeting ('EGM') of South West Pinnacle Exploration Limited ("the Company') which is scheduled to be held on Thursday, January 02, 2025 through Video Conferencing (VC)/ Other Audio Visual Means (AVM) to transact the Businesses mentioned in the EGM Notice.

The corrigendum is issued in reference to the NSE letter No. NSE/LIST/45858 dated December 18, 2024 issued by NSE. The corrigendum to the notice of EGM shall be circulated to the members of the company, today, December 24, 2024 and is enclosed herewith for your reference.

Except the changes mentioned in the Corrigendum as stated in Annexure-A to this letter all information and contents as set out in the EGM Notice dated December 11, 2024 including the resolutions to be considered thereat remain unchanged. The Corrigendum to the EGM Notice shall be available on the Company's website at www.southwestpinnacle.com and on the website of the Stock Exchanges where the Company's Equity Shares are listed i.e. www.bseindia.com and www.nseindia.com. The aforesaid Corrigendum to the Notice of the EGM is selfexplanatory in nature.

Accordingly, all the concerned Shareholders, Stock Exchanges, Depositories, Registrar and share Transfer Agent, Agencies appointed for e-voting, other Authorities, Regulators and all other concerned persons are requested to take note of the aforesaid correction.

Thanking you

Your’s Faithfully,

For South West Pinnacle Exploration Limited

Digitally signed by VAISHALI DN: c=IN, o=Personal, title=7457,

VAISHALI

pseudonym=cgfzdS3rNcF31em0bIg5FJoJ99FjvpQ1, 2.5.4.20=e46f274c31f194c6bd6fa3fcab751765b3838 fc407cc0b3950f998bfd3aebc01, postalCode=247001, st=Uttar Pradesh, serialNumber=69c2a7623b5cda47424da38f64f358d 33c3b5060713a0a3a6d6f5f5ac53bb107, cn=VAISHALI Date: 2024.12.24 17:50:20 +05'30'

Vaishali

Company Secretary

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South West Pinnacle Exploration Limited

Regd & Corp Office: Ground Floor, Plot No.15, Sector-44, Gurugram-122003 Phone: +91 124 4235400; CIN: L13203HR2006PLC049480

Email: investors@southwestpinnacle.com; Website: www.southwestpinnacle.com

CORRIGENDUM TO EGM NOTICE

This Corrigendum is being issued in continuation of the Notice dated December 11, 2024 for the Extra-ordinary General Meeting (“EGM”) of South West Pinnacle Exploration Limited (“the Company”) scheduled to be held on, Thursday, January 02, 2025 at 3.00 P.M. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The Notice of the EGM has been dispatched to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with the relevant rules made thereunder. Except for the changes as under, all contents of the Notice of the EGM to the Shareholders remain the same.

The Company had filed applications respectively with the stock exchanges namely BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) for seeking in-principle approval in relation to the proposed preferential issue of Equity Shares for which the approval of the shareholders is being sought. Subsequently, the Company has received observations from NSE letter vide reference no. NSE/LIST/45858 dated December 18, 2024, pursuant to which there are following changes executed in the EGM Notice (‘Notice’):

• i. Para No. 5 of point a) and point b) “Objects of the Preferential Allotment” of Explanatory statement of Item No. 2 and Item No. 3 , respectively, of Notice to be replaced and read as follows after deleting the words “can be utilised for any other purpose as per applicable laws” :

“ If the Issue Proceeds are not utilised (in full or in part) for the Objects during the period stated in Annexure I due to any such factors, the remaining Issue Proceeds shall be utilised in subsequent periods in such manner as may be determined by the Board.”

• ii. Para No. 2 of point k) “Lock-in Period” of Explanatory statement of Item No. 3 of Notice to be replaced and read as follows:

“The entire pre-preferential allotment shareholding of promoter & non-promoter categories of persons shall be lockedin from the relevant date up to a period of 90 trading days from the date of the allotment of Warrants as specified under Regulation 167(6) of the ICDR Regulations.”

• iii. Point l) “Requirements as to re-computation of price” of Explanatory statement of Item No. 3 of Notice to be replaced and read as follows:

The Company undertakes to re-compute the price of the Warrants in terms of the preferential allotment under this resolution as per the provision of the SEBI (ICDR) Regulations, 2018, where it is required to do so.

The Company also undertakes that if the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, 2018, the Warrants to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid by the warrant holder.

• iv. Undertaking No. 1 under Point n) “Undertakings” of Explanatory statement of Item No. 3 of Notice to be replaced and read as follows:

None of the Company, its Directors or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations.

• v. Annexure 1 table (detailed fund utilisation of the proceeds) under “Objects of the Preferential Allotment” of Explanatory statement of Item No. 2 and Item No. 3 of the Notice to be amended and read as follows:

Amt (In Lakhs)

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Tentative timelines
for utilization of
Issue Proceeds from
the date of receipt of
1. Capex for CBM E & P / Oil & Gas and Other Projects Phase-I Phase-II funds
a. Procurement of Drill Rigs, Mud Pump, Pipes & Flanges, Air Within 12 months
Compressors, Lighting Tower, Fire Pumps & Other from receipt of funds
supporting accessories/equipments for CBM Exploration & from the issuance of
3,000.00
Production (Including Transportation, Custom Duty , Equity Shares and
Clearing Charges , preoperative expenses etc. etc.). Warrants.
b. Procurement of Drilling Rigs, Mud Pump, & other
accessories & equipment for Oil & Gas, Minerals & other
Exploration Projects (including transportation, 1,000.00
duties and other preoperative expenses)
Total 3,000.00 1,000.00
2. Capex for Coal Mining Business
a. Capex for Exploration and GR preparation would include
cost of consumables viz, mud chemicals, bits, diesel and
lubricants etc., man power cost, equipment hiring charges, 675.00
mining software and manpower and administrative cost
b. Mining Plan preparation and approval thereof would
include payment of Government levies/ charges and cost
of clearances from concerned regulatory authorities/ 1,025.00
agencies besides manpower and administrative cost
Total 675.00 1,025.00
3. General Corporate Purposes 1,012.50 787.50
Total 1,012.50 787.50
Sub Total 4,687.50 2,812.50
Grand Total 7,500.00
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*considered funds utilisation both for Equity issuance and warrants issuance together and considered 100% conversion of Warrants into equity shares within the stipulated time.

** The above objects/utilisation has been prepared taking into consideration the total proceeds (a) funds to be received from proposed allotment of Equity shares on preferential basis and (b) warrants convertible into equity shares.

Given that the Preferential Issue includes convertible Warrants, the Issue Proceeds shall be received by the Company within 18 (eighteen) months from the date of allotment of the Warrants in terms of Chapter V of the SEBI ICDR Regulations, and as estimated by our management, the entire Issue Proceeds would be utilized for the all the aforementioned Objects, in phases, as per the Company’s business requirements and availability of Issue Proceeds, within 12 months from the date of receipt of funds from the Equity/Warrants (as set out herein).

• vi. Addition of Point d) A after Point d) with the heading “ The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter” of Item No. 3 of Explanatory statement of Notice in the following manner:

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Current Proposed
S.No. Investor Warrants Status/Category Status/Category
1 Ajay Kumar Aggarwal 3,78,250 Non-Promoter Non-Promoter
2 Sourabh Jain 15,200 Non-Promoter Non-Promoter
3 Swati Goel 79,336 Non-Promoter Non-Promoter
4 Kavita Bansal 15,200 Non-Promoter Non-Promoter
5 Divya Aggarwal 79,337 Non-Promoter Non-Promoter
6 Vikas Jain 11,34,644 Promoter Promoter
7 Piyush Jain 11,34,644 Promoter Promoter
Total 28,36,611
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vii. Point l) “Requirements as to re-computation of price” of Explanatory statement of Item No. 2 of Notice to be replaced and read as follows:

The Company undertakes to re-compute the price of the Equity Shares in terms of the preferential allotment under this resolution as per the provision of the SEBI (ICDR) Regulations, 2018, where it is required to do so.

The Company also undertakes that if the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, 2018, the Equity Shares to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid by the warrant holder.

• vii. Undertaking No. 1 under Point n) “Undertakings” of Explanatory statement of Item No. 2 of Notice to be replaced and read as follows:

None of the Company, its Directors or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations.

By order of the Board of Directors For South West Pinnacle Exploration Ltd

Sd/Vikas Jain Chairman & Managing Director DIN: 00049217

Place: Gurugram Date: December 24, 2024