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 |
| | GY1 2HL |
31 October 2023
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 30 November 2023.
Each registered Shareholder of an Ordinary Share has the right to subscribe in cash for new Ordinary Shares 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 29 November (or if such date is not a business day, the next following business day) - 38.31 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.
This year's exercise price is, at present, materially above the current share price.
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 38.31 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 26 October 2023 (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 £6.6 million (equivalent to Euro 7.5 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 (2023) | Mid-market price per Ordinary Share (pence) |
| 31 March | 33.00 |
| 28 April | 34.35 |
| 31 May | 31.00 |
| 30 June | 28.00 |
| 31 July | 30.75 |
| 31 August | 27.00 |
| 29 September | 23.70 |
| 30 October | 26.25 |
| Expected Timetable for the Subscription Rights Exercisable
| |
| Latest time and date for settlement of USE instruction and payment | 1pm on 28 November 2023 |
| (uncertificated shares) | |
| Latest time and date for lodging subscription rights application form and payment
| 1pm on 28 November 2023 |
| (certificated shares) | |
| Record date for exercise of Subscription Rights
| 6pm on 30 November 2023 |
| Admission and dealings in new Ordinary Shares commence
| 8 December 2023 |
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 GG00BLFHGX78. 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 9 November 2023.
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 2023. 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 2023:
· 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 2023; 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 2023, 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 8 December 2023.
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
Maitland 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'' | 26 October 2023, 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'' | 28 November 2023
|
| ''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 38.31p
|
| ''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 FIDEMARKET 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.
 |  | ||
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 2023
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 8 December 2023.
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 Maitland 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 excluded) from the date of this Application Form up to and including 29 November 2023, being the Business Day following the closing of applications for exercise of the Subscription Right.
ACTION TO BE TAKEN: If you wish to apply for new Ordinary Shares , you must complete Boxes D and E 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 Ltd A/C" and crossed "A/C Payee Only" for the sum inserted in Box E 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 2023. 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 2023. 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 up to the amount set out in Box B on page 1 (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 30 November 2023).
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 shown in Box 1. 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.
To: the Directors of the Company
APPLICATION LETTER
1. I/We being the registered holder(s) at the close of business on 29 November 2023 of Ordinary Shares hereby apply irrevocably for the number of new Ordinary Shares inserted in Box D 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 38.31 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 D (or if the number inserted in Box D is inconsistent with the remittance which accompanies this Application Form), I/we agree that I/ we shall be deemed to have applied for the lesser of (i) the number of new Ordinary Shares set out in Box D and (ii) such number of Ordinary Shares at
38.31 pence per new Ordinary Share as is covered by 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 8 December 2023, or such other later date as may be agreed by Golden Prospect Precious Metals Limited being not later than 8.00 a.m. on 29 December 2023, 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 comprised in Box A 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.
Dated ........................................................................................................................................................................................................................................................................
PLEASE SIGN HERE ONLY IF YOU ARE THE PERSON(S) NAMED ON PAGE 1
ALL JOINT
HOLDER(S) MUST SIGN
First or Sole Holder
Usual Signature .............................................................................................................................................................................................
Joint holder(s) (if any)
(2) Usual Signature ........................................................................................................................................................................................
(3) Usual Signature ........................................................................................................................................................................................
(4) Usual Signature ........................................................................................................................................................................................
Execution by a Company: The common seal was affixed/executed as a deed on behalf of the Company named above in the presence of:
Signature Name of Director
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Signature Name of
*Director/Secretary/Witness
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