Company number 12392909
FILING PRINT OF ORDINARY AND SPECIAL RESOLUTIONS
OF
WILDCAT PETROLEUM PLC (Company)
Passed on 29 December 2021
At an annual general meeting of the Company duly convened and held at X0 Lounge (Function Room), 52 Thornhill Rd, Streetly, B74 3EH on 29 December 2021 at 12:00 hours, the following resolutions were duly passed as an ordinary and special resolutions.
ORDINARY RESOLUTION
- Directors' Authority to Allot Securities
THAT, in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined below):
- 8.1 comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £44,800 (such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant the authority in paragraph 8.2 below) in connection with an offer by way of a rights issue:
- to holders of ordinary shares in proportion (as nearly as may be $(a)$ practicable) to their respective holdings; and
- to holders of other equity securities as required by the rights of those $(b)$ securities or as the directors otherwise consider necessary,
- but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
- 8.2 in any other case, up to an aggregate nominal amount of £22,400.00 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph 8.1 above in excess of £22,400.00, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 28 February 2023 or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot Relevant Securities
For the purposes of this resolution "Relevant Securities" means:
- shares in the Company, other than shares allotted pursuant to: $(i)$
- a. an employees' share scheme (as defined in section 1166 of the Act);
- b. a right to subscribe for shares in the Company where the grant of the right itself constitutes a Relevant Security;
- c. a right to convert securities into shares in the Company where the grant of the right itself constitutes a Relevant Security; or
- d. anything done for the purposes of a compromise or arrangement sanctioned in accordance with Part 26A of the Act; and
- any right to subscribe for or to convert any security into shares in the $(ii)$ Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employees' share scheme (as defined in section 1166 of the Act) or anything done for the purposes of a compromise or arrangement sanctioned in accordance with Part 26A of the Act. References to the allotment of Relevant Securities in this resolution include the grant of such rights.
SPECIAL RESOLUTIONS
- Dis-application of Pre-Emption Rights
That, subject to the passing of resolution 8, the Directors be and they are hereby empowered under 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 8 and/or to sell ordinary shares held by the Company as treasury shares as if Section 561(1) of the Act did not apply to any such allotment or sale provided that this power
- 9.1 the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under Resolution 8.1, by way of a rights
- to the holders of ordinary shares in proportion (as nearly as may be $(c)$ practicable) to their respective holdings; and
- to holders of other equity securities as required by the rights of those $(d)$ securities or as the Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
9.2 the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph 9.1 of this Resolution) to any person up to an aggregate nominal amount of £22,400.00.
The authority granted by this resolution will expire at the conclusion of the Company's next annual general meeting after the passing of this resolution or, if earlier, at the close of business on 28 February 2023, save that the Company may,
before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.
This power is in substitution for all existing powers under section 570 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).
- Extension of the Warrant Instrument Exercise Period
That, subject to agreement by the Company with the holders of the warrants constituted by the warrant instrument dated 25 November 2020 and summarised on page 66 of the Company's prospectus dated 30 November 2020 (the "Warrant Instrument") and the subsequent filing of the amended Warrant instrument with any relevant authorities, the Exercise Period (as defined therein) be extended by one year, such that it expires on 30 December 2023.
Signed My Roberts (GLIN ROBERTS)
Director