TECHNOLOGY MINERALS PLC — Proxy Solicitation & Information Statement 2023

Nov 15, 2023

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended, if you are in the UK or, if not, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your ordinary shares in Technology Minerals Plc (the Company), please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the laws of such jurisdiction. If you have sold or transferred only part of your holding of shares in the Company, please retain this document and the accompanying Form of Proxy and contact the stockbroker, bank or other agent who arranged the sale or transfer as soon as possible.

The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictions.

TECHNOLOGY MINERALS PLC
(incorporated in England and Wales with company number 13446965)

Notice of Annual General Meeting

This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company, which sets out the directors' recommendations.

Notice of the Annual General Meeting of Technology Minerals Plc to be held at 11.30am on Tuesday 19 December 2023 at LiBatt Recycling Ltd, Lincoln St, Wolverhampton WV10 0DX is set out at the end of this document. Shareholders are requested to complete, sign and return the Form of Proxy accompanying this document to the Company's registrar, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, as soon as possible but in any event so as to be received by no later than 15 December 2023 at 11:30am or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting (excluding non-working days). The return of a proxy appointment will not preclude a Shareholder from attending and voting at the Annual General Meeting in person should he or she subsequently decide to do so.

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TECHNOLOGY MINERALS PLC

LETTER FROM THE CHAIRMAN

TECHNOLOGY MINERALS PLC

(Incorporated and Registered in England and Wales, with company number 13446965)

Directors:

Robin Brundle (Chairman)
Alex Stanbury (Chief Executive Officer)
James Cable (Chief Financial Officer)
Lester Kemp (Chief Operating Officer)
Wilson Robb (Chief Technical Officer)
Philip Charles Beard (Non-Executive Director)
Nicholas Kounoupias (Non-Executive Director)
Chang Oh Turkmani (Non-Executive Director)

Registered office:

18 Savile Row
London
W1S 3PW

31 October 2023

Dear Shareholder,

Annual General Meeting

I am pleased to enclose the formal Notice of the 2023 Annual General Meeting ("AGM") of Technology Minerals Plc ("the Company"). This year's AGM will be held at LiBatt Recycling Ltd ("LiBatt"), Lincoln St, Wolverhampton WV10 0DX on 19 December 2023 at 11:30am. LiBatt is a wholly owned subsidiary of Recyclus Group Ltd, an associated undertaking of the Company. Following the AGM, shareholders will be invited to join a guided tour of the facility.

If you wish to join the guided tour, please register your interest in advance not later than 5pm on Friday 15 December 2023 by emailing info@technologyminerals.co.uk; you should bring a copy of photographic identification with you. If you do not hold shares directly in your own name, please ensure you have a copy of the appropriate proxy form or letter appointing you as a corporate representative. If you do not have appropriate identification, you may be refused access to the facility.

The Notice sets out the resolutions to be proposed, together with general notes for shareholders who wish to give proxy voting instructions.

Enclosed with this Circular is a Form of Proxy for use by Shareholders. Information on the completion and return of Forms of Proxy is set out below and in the notes to the Notice of Meeting.

The purpose of the Annual General Meeting is to consider and, if thought fit, pass the Resolutions, in each case as set out in full in the notice of AGM.

Resolutions 1 to 15 inclusive will be proposed as ordinary resolutions and Resolutions 16 and 17 will be proposed as special resolutions of the Company.

Resolution 1 – To receive and adopt the Annual Report and Accounts of the Company for the year ended 30 June 2023 and the Reports of the Directors' and Auditors' thereon

The directors are required to present to shareholders at the AGM the reports of the directors and auditors and the audited accounts of the Company for the year ended 30 June 2023 (the "Annual Report").

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Resolution 2 – To approve the Directors’ Remuneration Report

Shareholders are requested to approve the directors’ remuneration report, in accordance with Section 439 of the Companies Act 2006 (the “Act”). The directors’ remuneration report is set out the Company’s Annual Report for the year ended 30 June 2023. The vote is advisory and the directors’ entitlement to remuneration is not conditional on it.

Resolution 3 – To approve the Directors’ Remuneration Policy

Shareholders are asked to approve the directors’ remuneration policy which is set out in full in the directors’ remuneration report included in the Company’s Annual Report for the year ended 30 June 2023.

The vote on the directors’ remuneration policy is binding in that, once the policy is approved, the Company will not be able to make a remuneration payment to a current or prospective director or a payment for loss of office to a current or past director, unless that payment is consistent with the policy or has been specifically approved by a resolution of the Company’s shareholders. If this resolution is passed, the directors’ remuneration policy will take effect immediately.

A remuneration policy will be put to shareholders again no later than at the company’s next Annual General Meeting.

Resolutions 4 to 11 – Election or Re-election of Directors

The Company’s Articles of Association require one third of the directors to retire from office each year. Although not required under the Articles of Association, each of the directors, being eligible, has submitted themselves for re-election.

Biographical information for all the directors standing for re-election is included in the Company’s Annual Report.

Resolution 12 – Reappointment of auditors

The Act requires that auditors be appointed at each general meeting at which accounts are laid to hold office until the next such meeting. The appointment of PKF Littlejohn LLP as auditors of the company terminates at the conclusion of the AGM. They have indicated their willingness to stand for reappointment as auditors of the company until the conclusion of the next annual general meeting of the Company.

The Company’s Audit Committee keeps under review the independence and objectivity of the external auditors and further information can be found in the Annual Report. After considering the relevant information, the Audit Committee has recommended to the board that PKF Littlejohn LLP be re-appointed as auditors.

Resolution 13 – Authorising and fixing the remuneration of the auditors

It is normal practice for shareholders to resolve at the annual general meeting that the directors decide on the level of remuneration of the auditors for the audit work to be carried out by them in the next financial year. The amount of the remuneration paid to the auditors for the next financial year will be disclosed in the next audited accounts of the Company.

Resolution 14 – Political donations

The Act requires political donations and expenditure to be authorised by shareholders by ordinary resolution. Whilst it is not the intention of the Company to make any direct political donations or incur any political expenditure, the statutory provisions are very broadly drafted and may catch activities such as functions to which politicians are invited, or may extend to bodies concerned with policy review, law

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reform and representation of the business community that the Company and its subsidiaries might wish to support. For this reason, the Company is asking its shareholders to grant authority to authorise any donations and expenditure that may fall within the remit of the Act 6, up to an aggregate amount of £100,000 for the Company and its subsidiary companies. This resolution, if passed, will grant the directors authority until next year's annual general meeting (when the directors intend to renew this authority) or 31 December 2024, whichever is the earlier.

Resolution 15 – Authority to allot shares

The directors may only allot shares or grant rights over shares if authorised to do so by shareholders. The authority granted at the last annual general meeting to allot shares or grant rights to subscribe for, or convert any security into, shares is due to expire at the conclusion of this year's AGM.

The February 2023 Investment Association ("IA") Share Capital Management Guidelines on directors' authority to allot shares state that IA members will regard as routine an authority to allot shares representing up to two-thirds of a company's issued share capital, provided that any amount in excess of one-third of the Company's issued share capital should be applied to fully pre-emptive rights offers only.

In accordance with these guidelines, the Board seeks the shareholders' authority to allot shares in the capital of the Company up to an aggregate maximum nominal amount of £1,009,138, representing the IA guideline limit of approximately two-thirds of the Company's issued ordinary share capital as at 27 October 2023 (the latest practicable date prior to publication of this Circular).

Of this amount, £504,569 (representing approximately one-third of the Company's issued ordinary share capital as at 27 October 2023) can only be allotted pursuant to a rights issue. The power will last until the conclusion of the next annual general meeting of the Company or, if earlier, the date which is 15 months after the date of the passing of the resolution. The directors have no present intention to exercise this authority. However, the directors consider it appropriate to maintain the flexibility that this authority provides. As at the date of this Circular, the Company does not hold any Ordinary shares in the capital of the Company in treasury.

Passing this resolution will ensure that the directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares.

Resolution 16 – Disapplication of pre-emption rights (special resolution)

The Act requires that if the Company issues new shares or grants rights to subscribe for or to convert any security into shares for cash, or sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash without first offering them proportionately to existing shareholders. This cannot be done under the Act unless the shareholders have first waived their pre-emption rights. In accordance with investor guidelines, therefore, approval is sought by the directors to issue a limited number of ordinary shares for cash without first offering them to existing shareholders.

Resolution 16 contains a two-part disapplication of pre-emption rights which seeks to renew the directors' authority to issue equity securities of the Company for cash without application of pre-emption rights pursuant to Section 561 of the Act.

Other than in connection with a rights or other pre-emptive issue, scrip dividend or other similar issue, the authority contained in resolution 16 would be limited to a maximum nominal amount of £504,569 (which would equate to 504,569,000 Ordinary shares of £0.001 pence (0.1p) each), representing approximately one-third of the Company's issued share capital as at 27 October 2023, being the latest

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TECHNOLOGY MINERALS PLC

practicable date prior to the publication of this AGM notice.

Resolution 16 also seeks a disapplication of the pre-emption rights on a rights issue or other pre-emptive offer so as to allow the directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which might arise, for example, with overseas shareholders.

If passed, these authorities will expire at the same time as the authority to allot shares given pursuant to resolution 15 (Authority to allot shares).

Resolution 17 – Shorter notice of general meetings (special resolution)

Under the Act all listed company general meetings must be held on at least 21 days' notice, but companies may reduce this period to 14 days (other than for annual general meetings) if shareholders agree to a shorter notice period and the Company has met certain requirements for electronic voting. If the resolution is passed, the authority conferred would be effective until the Company's next annual general meeting, when it is intended that the approval be renewed.

The directors confirm that the shorter notice period would not be used as a matter of routine. The directors will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited taking into account all the circumstances, including whether the business of the meeting is time sensitive. An electronic voting facility will be made available to all shareholders for any meeting held on 14 clear days' notice.

Action to be taken

A Form of Proxy is enclosed for use by Shareholders at the Annual General Meeting. Shareholders are asked to complete, sign and return the Form of Proxy by post or by hand in accordance with the instructions printed therein so as to be received as soon as possible by the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, but in any event so as to arrive no later than 48 hours (excluding non-working days) before the Annual General Meeting. Alternatively, you may submit your proxy appointment electronically (see notes 5 and 6 to the AGM Notice).

Recommendation

The Board considers that Resolutions set out in the notice of AGM are in the best interests of the Company and of its shareholders as a whole and unanimously recommend shareholders to vote in favour of them, as each of the directors intends to do in respect of their own beneficial holdings.

Yours faithfully,

Robin Brundle
Chairman

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TECHNOLOGY MINERALS PLC

NOTICE OF ANNUAL GENERAL MEETING

TECHNOLOGY MINERALS PLC

(Incorporated and registered in England and Wales under number 13446965)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Technology Minerals Plc (the "Company") will be held at LiBatt Recycling Ltd, Lincoln St, Wolverhampton WV10 0DX on 19 December 2023 at 11:30am for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolutions 1-15 inclusive will be proposed as ordinary resolutions and of which Resolutions 16 and 17 will be proposed as special resolutions:

Ordinary Resolutions

1. To receive and adopt the Annual Report and Accounts of the Company for the year ended 30 June 2023 and the Reports of the Directors' and Auditors' thereon.
2. To approve the Directors' Remuneration Report (excluding the directors' remuneration policy, set out in the Directors' Remuneration Report), as set out in the Company's Annual Report and Accounts for the financial year ended 30th June 2023.
3. To approve the Directors' Remuneration Policy, as set out in the Directors' Remuneration report, within the Company's Annual Report and Accounts for the financial year ended 30 June 2023.
4. To re-appoint as a director Philip Charles Beard, who being eligible, offers himself for re-appointment.
5. To re-appoint as a director Robin Charles Brundle, who being eligible, offers himself for re-appointment.
6. To re-appoint as a director James Seymour Cable, who being eligible, offers himself for re-appointment.
7. To re-appoint as a director Lester Kemp, who being eligible, offers himself for re-appointment.
8. To re-appoint as a director Nicholas Kounoupias, who being eligible, offers himself for re-appointment.
9. To re-appoint as a director Wilson Scott Robb, who being eligible, offers himself for re-appointment.
10. To re-appoint as a director Alex Stanbury, who being eligible, offers himself for re-appointment.
11. To re-appoint as a director Chang Oh Turkmani, who being eligible, offers herself for re-appointment.
12. To re-appoint PKF Littlejohn LLP as auditors of the Company.
13. To authorise the directors to determine the remuneration of the auditors.
14. For the purposes of Section 366 of the Companies Act 2006 ("the Act"), to authorise the Company, and all companies that are its subsidiaries at any time during the period for which this resolution has effect, to:

(a) make political donations to political parties, to political organisations other than political parties or to independent election candidates (as such terms are defined in Sections 363 and 364 of the Act) not exceeding £100,000 in aggregate; and
(b) incur political expenditure (as defined in Section 365 of the Act) not exceeding £100,000 in aggregate

during the period beginning with the date of the passing of this resolution to the conclusion of the

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TECHNOLOGY MINERALS PLC

next annual general meeting of the Company provided that the maximum amounts referred to in this resolution may comprise sums in different currencies that shall be converted at such rate as the directors may in their absolute discretion determine to be appropriate.

Authority to allot shares

1. That the directors be generally and unconditionally authorised to allot shares in the Company and grant rights to subscribe or to convert any security into shares in the Company as follows:

(a) up to an aggregate nominal amount of £504,569, being not more than one-third of the issued share capital in the form of equity securities (as defined in Section 560 of the Act) in connection with an offer or issue by way of rights, open for acceptance for such period as may be fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange, or any other matter whatsoever; and

(b) up to an additional aggregate nominal amount of £504,569, being not more than one-third of the issued share capital (whether in connection with the same offer or issue as under paragraph (a) above, or otherwise).

This authority shall expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the end of the next annual general meeting of the Company or, if earlier, at the close of business on the date which is 15 months from the date of the passing of this resolution, except that the Company may during the relevant period make any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends, and the directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority had not ended.

Special Resolutions

General power to disapply pre-emption rights (special resolution)

1. THAT, conditional on the passing of Resolution 15, the directors be and are hereby authorised pursuant to Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 15 above as if Section 561 of the Act did not apply to any such allotment, provided that this authority shall be limited to:

(a) the allotment of equity securities in connection with an issue in favour of shareholders where the equity securities respectively attributable to the interests of all such shareholders are proportionate (or as nearly as may be practicable) to the respective number of ordinary shares in the capital of the Company held by them on the record date for such allotment, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange, in any territory; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £504,569, being approximately one-third of the current issued share capital of the Company,

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TECHNOLOGY MINERALS PLC

such authority to expire (unless previously renewed, varied or revoked by special resolution of the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, at the close of business on the date which is 15 months after the date of the passing of this resolution. The Company may, before such expiry, make offers or enter into agreements, which would or might require equity securities to be allotted after such expiry and the directors are hereby authorised to allot equity securities in pursuance of such offers or agreements as if the authority conferred hereby had not expired.

Reduced notice of a general meeting other than an AGM (special resolution)

1. That a general meeting of the Company (not being an annual general meeting) by notice of not less than 14 clear days.

Dated: 31 October 2023

Registered Office:
18 Savile Row
London
W1S 3PW

By order of the Board:
Robin Brundle
Chairman

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TECHNOLOGY MINERALS PLC

Notes

1. Resolutions 1 to 15 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 and 17 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

2. Only those members registered on the Company's register of members at:

(a) 15 December 2023 at 11:30am or,
(b) if this Annual General Meeting is adjourned, 48 hours (excluding non-business days) prior to the adjourned meeting,

shall be entitled to attend and vote at the Annual General Meeting.

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the Annual General Meeting. A proxy need not be a shareholder of the Company but must attend the Annual General Meeting to represent you. A Form of Proxy which may be used to make such appointment and proxy instructions accompanies this Notice of Annual General Meeting. Completion and return of a Form of Proxy will not preclude a member from attending and voting at the Annual General Meeting in person, should he subsequently decide to do so.

2. The notes to the Form of Proxy explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the Form of Proxy, the form must be:

(a) completed and signed;
(b) sent or delivered either by hand or post to the Company's Registrars at Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD; and
(c) received no later than 15 December 2023 at 11:30am or 48 hours (excluding non-business days) before any adjourned meeting.

1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (at www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The proxy appointment must be received by the issuer's agent (Neville Registrars Limited (CREST ID: 7RA11)) no later than 15 December 2023 at 11:30am or 48 hours (excluding non-business days) before any adjourned meeting.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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 this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the

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TECHNOLOGY MINERALS
PLC

CREST Manual concerning practical limitations of the CREST system and timings.

1. 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.

2. In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

3. Forms of Proxy, together with any powers of attorney or other authority under which it is executed, or a notarially certified or office copy of such power or authority, must reach Neville Registrars Limited (on the details given above) not later than the time set out above.

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy contact the Registrars at Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, or by telephone on +44 (0)121 585 1131.

1. 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 relevant Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.

2. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).

3. To change your proxy instructions simply submit a new Form of Proxy using the method set out above. Note that the cut-off time for receipt of Forms of Proxy (see above) also apply in relation to amended instructions; any amended Form of Proxy received after the relevant cut-off time will be disregarded.

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

5. In order to revoke a Form of Proxy you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company's Registrars at Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's Registrars no later than 15 December 2023 at 11:30am or 48 hours (excluding non-business days) before any adjourned meeting.

6. As at 6.00 p.m. on 27 October 2023, the Company's issued ordinary share capital comprised 1,513,709,895 ordinary shares of £0.001. Each ordinary share carries the right to one vote at the Annual General Meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00 p.m. on 27 October 2023 was 1,513,709,895.

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