THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are
in
any doubt about the action you should take, you should immediately
consult your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser who is (if you are taking
advice inside the United Kingdom) authorised under FSMA or, if you
are taking advice in a territory outside the United Kingdom, is an
appropriately authorised independent financial
adviser.
If you have sold or otherwise
transferred all of your holding of Ordinary Shares in the Company,
please send this document (but not any accompanying Application
Form) at once to the purchaser or transferee or to the stockbroker,
banker or other agent through whom the sale or transfer was
effected for onward transmission to the purchaser or
transferee.
Golden Prospect Precious
Metals Limited
(Incorporated in Guernsey
with limited liability under the Companies (Guernsey) Law 2008 with
registered number 45676)
Directors
Registered Office
Toby Birch (Chairman)
1 Royal Plaza, Royal
Avenue
Robert King
St Peter Port
Graeme
Ross
Guernsey
Monica Tepes
GY1 2HL
31 October 2024
Dear Shareholder,
INFORMATION NOTICE - REMINDER
OF SUBSCRIPTION RIGHTS
Introduction
We are writing to remind you of your
right to subscribe for one new Ordinary Share of Golden Prospect
Precious Metals Limited in respect of every five Ordinary Shares
held by you at 6pm on 2 December 2024.
Each registered Shareholder of an
Ordinary Share has the right to subscribe in cash for new Ordinary
Share on the basis of one new Ordinary share for every five
existing Ordinary shares registered in the name of such Shareholder
on such date at a price equal to the audited undiluted net asset
value of an Ordinary Share on the preceding 30 November (or if such
date is not a business day, the next following business day) -
35.94 pence as at 1 December 2023 (being the first business day in
December). Your attention is drawn
to the table on page 2 detailing the mid-market quotations for the
Ordinary shares.
As
at 30 October 2024, the share price is 46.00 pence, which is 10.06
pence or 28 per cent above the exercise price of 35.94
pence.
Shareholders are not obliged to
exercise their Subscription Rights and if they do not exercise
their rights a Subscription Trustee appointed by the Company, may,
subject to its evaluation of market demand, attempt to place or
sell unexercised Subscription Rights and return any proceeds, net
of costs, within 14 days to Shareholders who have not exercised
their rights. There can be no guarantee that such a sale of
Subscription Rights will be possible or at what price.
Shareholders are therefore advised to consider
carefully their options concerning whether to exercise their
Subscription Rights or not and to seek financial advice if unsure
of their position.
The Company's website www.ncim.co.uk
shows the Company's closing share price the day before in the Share
Price Information Section. This should be compared to the
Subscription Right exercise price of 35.94 pence enabling you to
monitor the difference between the up to date market price and the
exercise price, as prices can change between the date of this
letter and the date of exercise.
THIS LETTER IS ISSUED BY WAY OF A REMINDER ONLY IN ORDER TO
COMPLY WITH THE CONDITIONS OF THE SUBSCRIPTION RIGHTS SET OUT IN
THE COMPANY'S ARTICLES OF INCORPORATION AND SHAREHOLDERS SHOULD NOT
REGARD THIS LETTER AS A RECOMMENDATION TO EXERCISE THEIR
SUBSCRIPTION RIGHTS.
Shareholders should note that the
Board does not expect to have to scale back applications to
subscribe for new Ordinary Shares as that the total value of new
Ordinary Shares to be issued is not expected to exceed Euro 8
million. As at 30 October 2024 (the Latest Practicable Date), if
the subscription rights were exercised in full, that would result
in 17.1 million new Ordinary Shares being issued raising £6.1
million (equivalent to Euro 7.3 million).
Mid-market prices of the Ordinary Shares
Set out below, for information only,
is a table showing the mid-market price of the Ordinary Shares on
Shares on the last Business Day of the last six months and on the
Latest Practicable Date.
|
Date (2024)
|
Mid-market price per Ordinary
Share (pence)
|
|
28
March
|
31.00
|
|
30
April
|
32.30
|
|
31
May
|
35.50
|
|
30
June
|
32.75
|
|
31
July
|
33.50
|
|
30
August
|
36.00
|
|
30
September
|
39.75
|
|
30
October
|
46.00
|
|
Expected Timetable for the
Subscription Rights Exercisable
|
|
Latest time and date for settlement
of USE instruction and payment
|
1pm on 28 November 2024
|
|
(uncertificated shares)
|
|
Latest time and date for lodging
subscription rights application form and payment
|
1pm on 28 November 2024
|
|
(certificated shares)
|
|
Record date for exercise of
Subscription Rights
|
6pm on 2 December 2024
|
|
Admission and dealings in new
Ordinary Shares commence
|
10 December 2024
|
How
To Exercise Your Right To Subscribe
The procedure for exercising your
Subscription Rights varies according to whether you hold your
Ordinary Shares in certificated or uncertificated form (that is, in
CREST).
If
you hold your shares in uncertificated
form, that is, through CREST, you should send a USE (Unmatched
Stock Event) instruction as set out below together with a
remittance for the aggregate Subscription Price in respect of which
the Subscription Rights are being exercised. When sending a USE
instruction, Shareholders should use the following participant and
member account IDs when processing their instructions:
· CREST
Participant ID =8RA06
· CREST
Member Account ID =GPPMSURI
The corporate action ISIN in respect
of the Subscription Rights is GG00BNGBBL54. If you hold your
Ordinary Shares in uncertificated form, you will be allocated a
Subscription Right entitlement in CREST by reference to your
shareholding as at close of business on 11 November
2024.
If you buy Ordinary Shares after this
date, please contact Computershare Investor Services PLC on 0370
707 4040 (or +44 370 707 4040, if calling from outside the United
Kingdom).
Once received, the USE instruction
shall be irrevocable save with the consent of the Directors.
Shareholders should note that Euroclear does not make available
special procedures, in CREST, for any particular corporate action.
Normal system timings and limitations will therefore apply in
connection with the instruction and its settlement.
The Company may in its sole
discretion:
· treat
as valid (and binding on the CREST member concerned) a USE
instruction which does not comply in all respects with the
requirements as to validity set out or referred to in this
information notice;
· accept
an alternative properly authenticated dematerialised instruction
from a CREST member or (where applicable) a CREST sponsor as
constituting a valid subscription request in substitution for or in
addition to a USE instruction and subject to such further terms and
conditions as the Company may determine; and
· accept
an alternative instruction or notification from a CREST member or
CREST sponsored member or (where applicable) a CREST sponsor, or
extend the time for settlement of a USE instruction or any
alternative instruction or notification, in the event that, for
reasons or due to circumstances outside the control of any CREST
member or CREST sponsored member or (where applicable) CREST
sponsor, the CREST member or CREST sponsored member is unable
validly to exercise his Subscription Right by means of the above
procedures. In normal circumstances, this discretion is only likely
to be exercised in the event of any interruption, failure or
breakdown of CREST (or of any part of CREST) or on the part of the
facilities and/or systems operated by the Registrar in connection
with CREST.
The USE instruction should be
inputted to settle by 1.00 pm on 28 November 2024. If you have any
enquiries regarding the procedures described above, these should be
referred, in the case of CREST sponsored members, to their CREST
sponsor and, in the case of other members including CREST sponsors,
to the Registrar, Computershare Investor Services PLC on 0370 707
4040 (or +44 370 707 4040, if calling from outside the United
Kingdom).
New Ordinary Shares to be issued
pursuant to the exercise of Subscription Rights which are conferred
by Ordinary Shares held in uncertificated form will be issued not
later than 14 days after and with effect from the Subscription
Date. The Company shall take reasonable steps to procure that the
appropriate instructions are given to enable such Ordinary Shares
to be credited in uncertificated form to the relevant account
within the relevant electronic system of the person(s) in whose
name(s) the Ordinary Shares in respect of which Subscription Rights
have been exercised were registered as at the Subscription
Date.
If
you hold your shares in certificated form, in order to exercise, in whole or in part, the Subscription
Rights, you must lodge the following documents at the office of the
Registrar, Computershare Investor Services PLC, Corporate Actions,
The Pavilions, Bridgwater Road, Bristol BS99 6AH by 1.00pm on
28 November
2024:
· a
completed Application Form; and
· payment, by way of cheque or banker's draft payable to "CIS
PLC re: Golden Prospect Precious Metals Ltd Subscription a/c for
the aggregate Subscription Price for the Ordinary Shares in respect
of which the Subscription Rights are being exercised
For Shareholders holding their
Ordinary Shares in certificated form, a personalised Application
Form accompanies this document. Once lodged, an Application Form
shall be irrevocable save with the consent of the
Directors.
New Ordinary Shares to be issued
pursuant to the exercise of Subscription Rights which are conferred
by any Ordinary Shares that are on the Subscription Date held in
certificated form will be issued not later than 14 days after and
with effect from the Subscription Date and certificates in respect
of such Ordinary Shares will be despatched (at the risk of the
person(s) entitled thereto) not later than 28 days after the
Subscription Date to the person(s) in whose name(s) the Ordinary
Share is registered at the Subscription Date (and, if more than
one, to the first-named, which shall be sufficient despatch for
all).
If a
Shareholder does not complete one of the following
actions the unexercised Subscription Rights will lapse with no value
and no compensation will be payable to
Shareholders.
i. submit a valid CREST instruction (if the
Ordinary Shares are held in uncertificated form) and the
appropriate payment by 1.00 pm on 28 November 2024;
or
ii. return a valid completed Application Form (if
the Ordinary Shares are held in certificated form) and the
appropriate payment to the Registrar by 1.00 pm on 28 November
2024, if the Subscription Trustee does not exercise the
Subscription Rights in full on Shareholders' behalf, the
unexercised Subscription Rights will lapse with no value and no
compensation will be payable to Shareholders.
The Company will apply to TISE for
the new Ordinary Shares issued pursuant to any exercise of
Subscription Rights to be admitted to a listing on TISE. It is
expected that admission will become effective and that dealings in
normal settlement in respect of the new Ordinary Shares will
commence on or around 10 December 2024.
New Ordinary Shares issued pursuant
to the exercise of Subscription Rights will not rank for any
dividends or other distributions declared, paid or made on the
Ordinary Shares by reference to a record date prior to the
Subscription Date but, subject thereto, will rank in full for all
dividends and other distributions declared, paid or made on the
Ordinary Shares and otherwise will rank pari passu in all other respects with
the Ordinary Shares in issue at the Subscription Date.
No fraction of a new Ordinary Share
will be issued on the exercise of any Subscription Rights and no
refund will be made to an Ordinary Shareholder in respect of any
part of the Subscription Price paid by that Ordinary Shareholder
which represents such a fraction (if any).
You should note that it is not
possible to nominate any other person as the allottee of all or any
of the Ordinary Shares to which you are entitled.
Subscription Trustee
Within seven days following the
Subscription Date, the Company shall appoint a trustee who,
provided that in such trustee's opinion the net proceeds of sale
after deduction of all costs and expenses incurred by, and any fee
payable to, such trustee will exceed the costs of exercising the
Subscription Rights, including the Subscription Price, shall within
the period of 14 days following the Subscription Date, exercise all
or some of the Subscription Rights which shall not have
been
exercised on the terms on which the
same could have been exercised on the Subscription Date and sell in
the market the Ordinary Shares resulting from such exercise. The
Subscription Trustee's obligations to exercise Subscription Rights
shall be limited to its opinion of the level of market demand to
acquire Ordinary Shares at a price that will generate Net Profit
and the Board's overall discretion that exercise of the
Subscription Rights will be in the best interests of the
Company.
The Subscription Trustee shall
distribute pro rata the Net Profit to the persons entitled thereto
at the risk of such persons within 56 days of the Subscription
Date, provided that entitlements of under £5 shall be retained for
the benefit of the Company. If the Subscription Trustee shall not
exercise the Subscription Rights within the period of 14 days
following the Subscription Date, the Subscription Rights in respect
of the Subscription Date shall lapse.
Overseas Shareholders
Each Application Form or CREST
instruction will be deemed to contain a representation that, at the
time of submission to the Company, the holder of the Ordinary
Shares concerned is not a US Person or a person in Canada,
Australia, Japan, or the Republic of South Africa or, if he is such
a person, his exercise of Subscription Rights is permitted by, and
will not infringe, the securities laws of the relevant
jurisdiction.
Should you have any queries about the
right to subscribe described in this letter, please call
Computershare Investor Services PLC on 0370 707 4040 (or +44 370
707 4040, if calling from outside the United Kingdom). Please note,
however, that Computershare Investor Services PLC are unable to
offer investment advice as to whether you should exercise your
right to subscribe.
This letter is sent in accordance
with the terms of the Articles of Incorporation. It is not to be
taken as a recommendation to Shareholders to exercise their
Subscription Rights or otherwise. In this respect, if you are in
any doubt about the action you should take, you should immediately
consult your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser who is (if you are taking
advice inside the United Kingdom) authorised under FSMA or, if you
are taking advice in a territory outside the United Kingdom, is an
appropriately authorised independent financial adviser.
Yours faithfully
Apex Administration (Guernsey)
Limited
Company Secretary
APPENDIX 1
DEFINITIONS
|
''Application Form''
|
application form for use by
Shareholders who hold their Shares in certificated form to exercise
their Subscription Rights
|
|
Articles'' or ''Articles of
Incorporation
|
the articles of incorporation of the
Company (as amended from time to time)
|
|
''Board'' or ''Directors''
|
the board of directors of the Company
(or any duly authorised committee thereof) from time to
time
|
|
''Business Day''
|
a day on which banks are open for
business in London and Guernsey (other than a Saturday, Sunday or
public holiday)
|
|
''Certificated form''
|
not in uncertificated form
|
|
''Company'' or ''GPPM''
|
Golden Prospect Precious Metals
Limited
|
|
''CREST''
|
a paperless settlement procedure in
the UK enabling securities to be evidenced otherwise than by a
certificate and transferred otherwise than by written instrument or
stock transfer form and in respect of which Euroclear is the
operator
|
|
''Euroclear''
|
Euroclear UK & International
Limited, a company incorporated in England and Wales with
registered number 02878738
|
|
''FSMA''
|
Financial Services and Markets Act
2000, as amended
|
|
''Latest Practicable
Date''
|
30 October 2024, being the latest
practicable date prior to the publication of this
document
|
|
''London Stock Exchange''
|
London Stock Exchange plc, a company
incorporated in England and Wales with registered number
2075721
|
|
''NAV'' or ''Net Asset
Value''
|
the value of the assets of the
Company less its liabilities, determined in accordance with the
accounting principles and the Articles or, as the context requires,
the Net Asset Value per Ordinary Share calculated in accordance
with the Company's accounting principles and the
Articles
|
|
''Net Profit''
|
the profit realised where the net
proceeds of sale of new Ordinary Shares, after deduction of all
costs and expenses incurred by, and any fee payable to, the
Subscription Trustee exceeds the costs of exercising the
Subscription Rights, including the Subscription Price
|
|
''Ordinary Shares''
|
ordinary shares of no par value each
in the capital of the Company having the rights attached to them as
provided for in the Articles
|
|
''Registrar''
|
Computershare Investor Services
PLC
|
|
''Securities Act''
|
the US Securities Act of 1933, as
amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder
|
|
''Shareholders''
|
holders of Ordinary Shares
|
|
''Subscription Date''
|
2 December 2024
|
|
''Subscription Price''
|
the price at which the Subscription
Rights may be exercised on the Subscription Date in accordance with
the rights attaching to the Ordinary Shares, being
35.94p
|
|
''Subscription Right"
|
the right conferred by each Ordinary
Share to subscribe for further Ordinary Shares as contained in the
Articles
|
|
''Subscription Trustee"
|
the trustee to be appointed by the
Company as described in paragraph 3 of this information
notice
|
|
"TISE"
|
the investment exchange known as The
International Stock Exchange
|
|
''uncertificated form''
|
recorded in the Company's register of
members as being held in uncertificated form in CREST and title to
which may be transferred by means of CREST
|
|
''United Kingdom'' or
''UK''
|
the United Kingdom of Great Britain
and Northern Ireland
|
|
''United States'' or
''US''
|
the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia
|
|
''US Person''
|
any 'US Person' as such term is
defined in Regulation S under the Securities Act or in regulations
adopted under the US Commodity Exchange Act of 1922, as
amended
|
In this document, unless otherwise
specified, all references to sterling, pounds or £ are to United
Kingdom pounds sterling.
THIS APPLICATION FORM, WHICH IS PERSONAL TO THE PERSON TO WHOM
IT IS ADDRESSED AND MAY NOT BE ASSIGNED OR TRANSFERRED OR SPLIT
(EXCEPT TO SATISFY BONA FIDE MARKET CLAIMS PURSUANT TO THE RULES OF
THE LONDON STOCK EXCHANGE), IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION. IT IS NOT A NEGOTIABLE DOCUMENT AND
CANNOT BE TRADED. If you are in any
doubt about the action you should take, you are recommended to seek
your own personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser, authorised under the Financial
Services and Markets Act 2000 (''FSMA'') if you are resident in the
United Kingdom or, if you are not resident in the United Kingdom,
from another appropriate authorised independent adviser.
Information on Golden Prospect Precious Metals Limited (the
''Company'') and details of the Subscription Rights are set out in
the accompanying information notice (the "Information Notice")
which should be read carefully before any action is taken. Unless
the context otherwise requires, expressions defined in the
Information Notice bear the same meanings in this Application
Form.
|
Box
1
|
|
TO BE COMPLETED BY THE
APPLICANT(S)
|
|
Name(s) and address(es) of
Shareholder(s)
|
|
Box D
|
Box E
|
|
|
Number of
Ordinary Shares
|
Amount
enclosed at
|
|
|
for which
application is
|
35.94
pence per Ordinary
|
|
|
made
|
Share
applied for
|
|
|
|
£
|
________________________________________________________________________________________________
Golden Prospect Precious Metals
Limited
(Incorporated in Guernsey with limited liability under the
Companies (Guernsey) Law 2008 with registered number
45676)+
APPLICATION FORM
+
Annual Subscription Right
Application to be received
not later than 1.00 p.m. on 28 November 2024
This Application Form is not a
negotiable document or a document of title and cannot be traded.
This Application Form must be used if you are a Shareholder who
holds your Ordinary Shares in certificated form and wish to apply
for new Ordinary Shares under the Subscription Right. Applications
will be made to the International Stock Exchange for the new
Ordinary Shares issued pursuant to the exercise of Subscription
Rights to be admitted to listing on the International Stock
Exchange. It is expected that Admission will become effective and
that dealings in the new Ordinary Shares will commence at 8.00 a.m.
on 10 December 2024.
Neither the new Ordinary Shares nor
the Subscription Rights nor the Subscription Right Entitlements nor
the Application Forms have been, or will be, registered under the
United States Securities Act of 1933, as amended, or under the
securities legislation of any state of the United States. The
relevant clearances have not been, and will not be, obtained from
the Securities Commission of any province or territory of Canada.
No document in relation to the new Ordinary Shares or the
Subscription Right has been, or will be, lodged with, or registered
by, the Australian Securities and Investments Commission, and no
registration statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the Ordinary Shares,
the Application Forms, the Subscription Rights or the Subscription
Right Entitlements. Accordingly, subject to certain exceptions, the
new Ordinary Shares and the Subscription Right Entitlements may
not, directly or indirectly, be offered, sold, renounced, re-sold,
taken up or delivered in or into the United States, Canada,
Australia or Japan or offered to, sold to, renounced, taken up or
delivered in favour of, or to, a person within the United States or
a resident of Canada, Australia or Japan. The attention of Overseas
Shareholders is drawn to the restrictions on application set out in
paragraph 4 headed ''Overseas Shareholders'' as set out in the
Information Notice.
The terms and conditions of the
Subscription Right as set out in the Articles of Association also
apply to this Application Form. Copies of the Articles of
Association are available for inspection at the offices of Apex
Administration (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St
Peter Port, Guernsey, GY1 2HL during normal business hours on any
weekday (Saturdays, Sundays and bank holidays
accepted).
ACTION TO BE TAKEN: If you wish to
apply for new Ordinary Shares , you must complete Boxes
A and B on this page, sign and date this
Application Form on page 3, and return this Application Form in the
enclosed reply paid envelope together with a cheque or banker's
draft made payable to ''CIS PLC re: Golden Prospect Precious Metals
Limited Subscription a/c'' and crossed
''A/C Payee Only'' for the sum inserted in Box B either by post to
Computershare Investor Services PLC,
Corporate Actions, The Pavilions, Bridgwater Road, Bristol BS99 6AH
so as to arrive no later than 1.00 p.m. on 28 November 2024. If you
do not wish to apply for any new Ordinary Shares you should take no
further action. Complete instructions for the completion of this
Application Form are set out on page 2 of this Application
Form.
Queries relating to completion of
this Application Form should be referred to Computershare Investor
Services PLC, Corporate Actions, The
Pavilions, Bridgwater Road, Bristol BS99 6AH, telephone 0370 707 4040 (or +44 370 707 4040, if
calling from outside the UK). Computershare Investor Services PLC
cannot give financial advice in relation to the Subscription
Right.
+
+
WKF1939
INSTRUCTIONS FOR AND NOTES ON COMPLETION OF
THIS FORM
This Application Form should be
completed and posted in the accompanying reply paid envelope (for
use only in the UK) to Computershare Investor PLC, Corporate
Actions The Pavilions, Bridgwater Road, Bristol BS99 6AH together
with a cheque or banker's draft for the full amount payable in
respect of the number of new Ordinary Shares applied for, so as to
arrive not later than 1.00p.m. on 28 November 2024. If you post
your Application Form within the United Kingdom by first class
post, you are recommended to allow at least four business days for
delivery.
1. Application may be made for any whole number of new Ordinary
Shares (or, if different, such whole number of new Ordinary Shares
as is equivalent to one new Ordinary Share for every five Ordinary
Shares held as at 2 December 2024).
2. Cheques and banker's drafts should be made payable to ''CIS
PLC re: Golden Prospect Precious Metals Ltd A/C '' and crossed
''A/C Payee Only''. Cheques and banker's drafts must be drawn in
sterling on a branch of a bank or building society in the United
Kingdom which is either a settlement member of the Cheque and
Credit Clearing Company Limited or the CHAPS Clearing Company
Limited or which has arranged for its cheques and banker's drafts
to be cleared through the facilities provided for members by any of
those companies and must bear the appropriate sorting code in the
top right hand corner, and must be for the full amount payable on
application. No receipt will be given in respect of this
Application Form. If cheques or banker's drafts are presented
before the conditions of the Subscription Right are fulfilled,
application monies will be kept in a separate bank account pending
the Subscription Right becoming unconditional. Any interest earned
on monies in such account will be retained by and for the benefit
of the Company.
3. An individual must sign the Application Form. A company must
execute this Application Form under its common seal, the seal being
affixed and witnessed in accordance with its articles of
association or other regulations. Alternatively, a company to which
section 44 of the Companies Act 2006 applies may execute this
Application Form by: (i) a director and the company secretary; or
(ii) by two directors of the company; or (iii) by a director of the
company in the presence of a witness who attests the signature, in
each case signing the Application Form and inserting the name of
the company above their signatures. In the case of joint holders,
all must sign.
4. If this Application Form is signed under a power of attorney,
such power of attorney or a duly certified copy thereof must
accompany this Application Form.
5. All documents, including this Application Form, or remittances
sent by or to an applicant, or as he or she or it may direct, will
be sent through the post at his or her own risk.
6. This Application Form may not be assigned, transferred, split
or consolidated, except to satisfy bona fide market claims.
7. Overseas Shareholders should refer to paragraph 4 of the
Information Notice. No person receiving a copy of the Information
Notice and/or this Application Form in any territory other than the
United Kingdom where to do so would or might contravene local
securities laws and regulations may treat the same as constituting
an invitation to him/her/it, nor should he/she/it in any event use
this Application Form, unless in the relevant territory such
invitation or offer can be lawfully made to him/ her/it and this
Application Form can be lawfully used without contravention of any
registration or other legal or regulatory requirements other than
any which may have been fulfilled. Any person outside the United
Kingdom wishing to apply for new Ordinary Shares must satisfy
himself/herself/itself as to full observance of the laws and
regulatory requirements of the relevant territory in connection
therewith, including obtaining any governmental or other consents
which may be required and compliance with any other formalities
needing to be obtained in such territory and the payment of any
issue, transfer or other taxes due in any such territory.
Submission of this Application Form will constitute a warranty that
all these conditions have been complied with.
8. It is strongly recommended that the accompanying Information
Notice should be read before any action is taken.
9. All applications in respect of the Subscription Right, all
acceptances thereof and all contracts resulting from such
acceptances shall be governed by and construed in accordance with
Guernsey Law.
10. Submission of this Application Form will constitute a warranty
that these conditions and the conditions in the Articles of
Association have been complied with. It is expected that definitive
certificates in respect of the new Ordinary Shares issued under the
Subscription Rights to be held in certificated form will be
dispatched not later than 28 days after the Subscription Date to
the registered address of the sole or first named Shareholder.
Until certificates are dispatched, transfers of new Ordinary Shares
in certificated form will be certified against the register of
members of the Company at the risk of the transferor.
1. I/We being the registered
holder(s) at the close of business on 2 December
2024 of Ordinary Shares hereby apply irrevocably for the
number of new Ordinary Shares inserted in Box A on page 1 (subject
to the further provisions set out in paragraph 3 below) and agree
to accept the same on the terms and subject to the conditions set
out herein and in the Information Notice and subject to the
Articles of Association.
2. I/We enclose a cheque or
banker's draft drawn in sterling on a bank or building society in
the UK, payable to "CIS PLC re: Golen Prospect
Precious Metals Ltd A/C" and crossed "A/C Payee Only" for
the amount inserted in Box E on page 1, being the amount payable in
full on application for such new Ordinary Shares or, if Box E is
left blank or the amount inserted in Box E is inconsistent with the
remittance, for the sum payable in full on application for such
Ordinary Shares at 35.94 pence per new Ordinary Share as are
applied for, or deemed to be applied for in accordance with the
provisions of this Application Form.
3. In consideration of your
agreeing to accept this application for the number of new Ordinary
Shares applied for, or deemed to be applied for, in accordance with
the provisions of this Application Form, upon and subject to the
terms and conditions set out herein and in the Information Notice,
I/we undertake that this application shall be irrevocable and I/we
acknowledge that you reserve the right to treat any application not
complying strictly with the terms and conditions of application as
nevertheless valid and, in the case of my/our failure to complete
Box A (or if the number inserted in Box A is inconsistent with the
remittance which accompanies this Application Form.
4. I/We request and authorise
the Company, in respect of the Subscription Right for which this
application is accepted, to send definitive share certificates
representing the new Ordinary Shares by post at my/our risk to
me/us to the address printed on page 1. I/we require the Company to
take all steps to procure that my/our name(s) is/are placed on the
register of members maintained by the Company. Pending despatch of
definitive share certificates, transfers will be certified against
the register of members of the Company.
5. I/We authorise Golden
Prospect Precious Metals Limited to present the enclosed cheque or
banker's draft on receipt and to withhold issuing definitive share
certificates (or the crediting of the relevant CREST Stock Account,
as applicable) pending clearance thereof. In the event that any of
the conditions of the Subscription Right set out in Information
Notice and the Articles of Association are not fulfilled or waived
by 8.00 a.m. on 10 December 2024, or such other later date as may
be agreed by Golden Prospect Precious Metals Limited being not
later than 8.00 a.m. on 31 December 2024, I/we authorise you or
your agent to return such application monies, without interest, to
me/us by post at my/our risk either to the address printed on page
1, in respect of the Subscription Right for which this application
is accepted, as soon as practicable thereafter.
6. I/We acknowledge that due
completion of the Application Form accompanied by a cheque or
banker's draft constitutes a warranty that the cheque or banker's
draft will be honoured on first presentation and that such warranty
shall constitute a fundamental term of application and, without
prejudice to the Company's right to require payment, that this
application may be deemed invalid if such cheque or banker's draft
is not so honoured. I/We acknowledge that you reserve the right to
instruct Computershare Investor Services PLC to seek special
clearance of cheques or banker's drafts to allow the Company to
obtain value for remittances at the earliest
opportunity.
7. By lodging this Application
Form, I/we undertake to provide such information to Computershare
Investor Services PLC, as may be required in order to comply with
anti- money laundering legislation. Failure to provide the
necessary evidence of identity within a reasonable period of time
following a request for verification of identity may result in an
application being treated as invalid. In such event, the monies
payable on application will be returned without interest, to the
account at the drawee bank from which such monies were originally
debited (but without prejudice to any rights the Company may have
to take proceedings to recover any loss or damage suffered or
incurred by it as a result of the failure to produce satisfactory
evidence as aforesaid). Computershare Investor Services PLC is
entitled, in its absolute discretion, to determine whether the
verification of identity requirements, applies to an applicant and
whether such requirements have been satisfied.
8. I/We represent and warrant
that either (i) I am/we are not (a) US person(s) and am/are not
applying on behalf or with a view to the re-offer, re-sale or
delivery of the new Ordinary Shares directly or indirectly in, into
or from the United States or to a US person or (ii) I am/we are (a)
US person(s) pursuant to an express agreement with the Company,
after having satisfied or after such US person(s) has/have
satisfied the Company that a relevant exemption from the
registration requirements of the Securities Act applies to me/us or
such US person(s).
9. I/We represent and warrant
that I/we am/are not:
(i)
(a) citizen(s) or (a) resident(s) of, or has/have
a registered or mailing address in the United States (except as
permitted under Rule 903 of Regulation S), Canada, Australia, Japan
that I/we do not hold and has/have not acquired the new Ordinary
Shares for the account or benefit of a US person, a Canadian
person, an Australian person or a Japanese person or with a view to
the offer, sale, transfer or delivery, directly or indirectly, of
any of the new Ordinary Shares (or any rights in respect of such )
incurring in, into the United States, Canada, Australia or Japan to
such a person; nor
(ii)
(a) person(s) otherwise prevented by legal or
regulatory restrictions from applying for new Ordinary Shares under
the Subscription Right; nor
(iii)
acting on behalf of any such person(s) as are
described in paragraphs 9(i) and 9(ii) above on a non-discretionary
basis; nor
(iv) applying as a person (or as nominee or agent for such a
person) who is or may be liable to notify and account for tax under
the Stamp Duty Reserve Tax Regulations 1986 at any of the increased
rates referred to in sections 67, 70, 93 or 96 (depositary receipts
and clearance services) of the Finance Act 1986; nor
(v)
in making this application, relying on any
information or representation relating to the Company other than
such as may be contained in the Information Notice or is otherwise
publicly available and I/we agree that no person responsible solely
or jointly for the Information Notice or any part of it or involved
in the preparation thereof shall have any liability for any
representation contained in the Information Notice; nor
(vi) inside the United States (except as permitted under Rule 903
of Regulation S) or any jurisdiction where to receive the
Application Form would or might contravene local securities laws or
regulations at the time of despatching or executing the Application
Form.
10. I/We acknowledge that the
Company reserves the right to reject Application Forms received
from Shareholders in any prohibited territory or persons it
believes are acquiring new Ordinary Shares for resale in any such
territory.
11. I/We agree that all
applications, acceptances of applications and controls resulting
therefrom under the Subscription Right shall be governed by, and
construed in accordance with, Guernsey law.
Note: If you cannot give the
representations and warranties set out above you should not make
this application without first having satisfied the Company (i)
that an Application Form may be accepted without the giving of the
representations and warranties and (ii) that the exercise of the
Subscription Right in the relevant territory could lawfully be
undertaken by the relevant Shareholder and such Application Form
could lawfully be used without compliance with any registration or
other legal or regulatory requirements other than any which may
have been fulfilled. Without prejudice to the foregoing, the
Company reserves the right at its absolute discretion to reject any
Application Form from any Shareholder unable to give the
representations and warranties, albeit without giving any reason
therefor.
