1 February 2021

GCM Resources plc

("GCM" or the "Company")

Notice of AGM and Capital Reorganisation

GCM Resources plc (LON: GCM), an AIM quoted mining and energy company, is pleased to announce that it has today posted a Circular to Shareholders ("the Circular") including a proposed capital reorganisation and Notice of Annual General Meeting ("AGM").

The AGM will be held at 10.00 a.m. on 25 February 2021. Whilst, in normal circumstances, the Board values very highly the opportunity to meet shareholders in person, due to the ongoing COVID-19 pandemic, the AGM will be held virtually as a closed meeting with a minimum number of directors and shareholders present, such that the legal requirement to hold a quorate meeting will be satisfied; and no other shareholders will be permitted to access, attend or participate either in person or virtually.

Shareholders are accordingly strongly urged to appoint the Chairman of the AGM (rather than their own choice of person) as their proxy as this is the only way to ensure their vote is counted. Shareholders may submit questions relating to the business to be dealt with at the Annual General Meeting by emailing agm@gcmplc.com at least 48 hours prior to the meeting. The Company will endeavour to publish these questions and the Company's responses on its website (www.gcmplc.com) as soon as practicable after the meeting.

A copy of the Circular will be posted to shareholders today and is available on the Company's website: http://www.gcmplc.com/corporate/corporate-governance 

An extract from the Chairman's Letter in the Circular is set out below.

All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section of this announcement and as defined in the Circular.

1.     INTRODUCTION

The Company has today announced the convening of its 2020 Annual General Meeting to propose resolutions relating to ordinary business (including a resolution to authorise the Company to make own share purchases) and in addition, resolutions to enable the Board to allot shares and to do so for cash on a non-pre-emptive basis (the "Resolutions"). A notice convening the Annual General Meeting to be held as a virtual meeting at 10.00 a.m. on Thursday 25 February 2021 is enclosed with this letter. This document explains the background to and reasons for the Resolutions being proposed at the AGM.

The Company also announced earlier today proposals to undertake a Capital Reorganisation to ensure that the Company may raise funds through the issue of New Ordinary Shares in the Company. Further details of the Capital Reorganisation are set out below.

As a consequence of the current COVID-19 restrictions imposed by the UK Government, shareholders will not be permitted to attend the Annual General Meeting and will only be able to vote by proxy. This year, only the Chairman of the Meeting may be appointed as a proxy. Shareholders are strongly encouraged to submit their votes by proxy as soon as possible and in any event so as to be received no later than 10.00 a.m. on Tuesday 23 February 2021. Voting at the Annual General Meeting will be carried out by way of poll so that votes cast in advance and the votes of all shareholders appointing the Chairman of the Annual General Meeting as their proxy can be taken into account.

The Board understands that the Annual General Meeting also serves as a forum for shareholders to raise questions and comments. If shareholders do have any questions or comments relating to the business of the meeting that they would like to ask the Board, they are asked to submit those questions in writing via email to agm@gcmplc.com by no later than 6.00 p.m. on Monday 22 February 2021. These questions will be posed to the Board and the Directors' responses will be uploaded to the website at www.gcmplc.com later on the day of the AGM.

2.     BACKGROUND TO AND REASONS FOR THE CAPITAL REORGANISATION

The Company's Shares are currently trading on AIM at or around the present nominal value of the Existing Ordinary Shares. English company law prohibits a company from issuing shares at a discount to the nominal or par value of its shares. Therefore, in order to ensure that the Company may carry out fundraising in the future, it is necessary to reduce the nominal value of the Company's Existing Ordinary Shares which may also assist in reducing volatility. The Directors therefore propose to effect a Capital Reorganisation on the following basis:

• each of the Existing Ordinary Shares of 10 p each will be subdivided into and reclassified as one New Ordinary Share and one Deferred A Share;

• each New Ordinary Share is an ordinary share in the capital of the Company with a nominal value of 1p each and having those rights set out in the New Articles (and defined below);

• each Deferred A Share is a deferred share in the capital of the Company with a nominal value of 9p each and having those rights set out in the New Articles (and defined below); and

• adoption of amended articles of association (the "New Articles").

3.     THE NEW ARTICLES

The Company's current articles of association were adopted by the Company on 7 December 2009 (the "Articles"). The proposed Capital Reorganisation will necessitate certain alterations to the Articles.  Adoption of the New Articles forms part of the proposed Resolution 8 and the alterations, including establishing the Deferred A Shares and setting out the limited rights proposed for the Deferred A Shares, are reflected in the draft New Articles.

The New Ordinary Shares created upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights.

The Deferred A Shares will not have any voting rights and will not carry any entitlement to attended general meetings of the Company; nor will they be admitted to AIM or any other market. They will carry only a priority right to participate in any return of capital to the extent of £1 in aggregate over the class. In addition, they will carry only a priority right to participate in any dividend or other distribution to the extent of £1 in aggregate over the class. In each case a payment to any one holder of Deferred A Shares shall satisfy the payment required. The Company will be authorised at any time to effect a transfer of the Deferred A Shares without reference to the holders thereof and for no consideration pursuant to and in accordance with the Act. Accordingly, the Deferred A Shares will, for all practical purposes, be valueless and it is the Board's intention, at an appropriate time, to have the Deferred A Shares cancelled, whether through an application to the Companies Court or otherwise in accordance with the Act.

The draft New Articles proposed, along with a set highlighting the alterations and comparing the new draft with the Articles, are available for inspection by Shareholders until the conclusion of the Annual General Meeting on the Company's website, http://www.gcmplc.com/.

4.     CAPITAL REORGANISATION

It is proposed that each Existing Ordinary Share of 10 pence each in the capital of the Company to be subdivided into 1 New Ordinary Share of 1 pence each and 1 Deferred A Share of 9 pence each. This will result in 118,581,630 New Ordinary Shares and 118,581,630 Deferred A Shares being in issue immediately following the Capital Reorganisation.

5.     EFFECTS OF THE CAPITAL REORGANISATION

For purely illustrative purposes, examples of the effects of the proposed Capital Reorganisation (should it be approved by Shareholders) are set out below:

6.     ADMISSION OF THE NEW ORDINARY SHARES

Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 26 February 2021.

The ISIN in respect of the Existing Ordinary Shares remain unchanged in respect of the New Ordinary Shares.

Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date and their CREST accounts will be credited with the New Ordinary Shares. Following Admission, which is expected to take place on 26 February 2021.

Following the Capital Reorganisation, existing share certificates will continue to be valid. No share certificates will be issued in respect of the Deferred A Shares.

The Notice set out at the end of the document contains all the Resolutions, including resolution 8 to approve the proposed Capital Reorganisation.

About GCM Resources

GCM Resources plc (LON: GCM), an AIM listed mining and energy company, has identified a high-quality coal resource of 572 million tonnes (JORC 2004 compliant) at the Phulbari Coal and Power Project (the "Project") in north-west Bangladesh.

Utilising the latest highly energy efficient power generating technology, the Phulbari coal mine is capable of supporting power plants of up to 6,000MW. GCM is awaiting approval from the Government of Bangladesh to develop the Project. The Company has a strategy of combining the Company's mine proposal with up to 6,000MW of power generation, together with credible, internationally recognised strategic partners. GCM aims to deliver a practical power solution to provide the cheapest coal-fired electricity in the country, in a manner amenable to the Government of Bangladesh.