Cora Gold : Notice of General Meeting – February 2023 Copy

https://us02web.zoom.us/j/89417609484

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action to be taken, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, another appropriately authorised independent financial advisor.

If you have sold or otherwise transferred all your Ordinary Shares of no par value each ('Ordinary Shares') in Cora Gold Limited (the 'Company') or will have sold or transferred all of your Ordinary Shares prior to the general meeting of the Company to be held at 12.00 p.m. (United Kingdom time) on 28 February 2023 please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only some of your Ordinary Shares you should retain this document and consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

Cora Gold Limited

(Incorporated and registered in the British Virgin Islands with registered number 1701265)

Notice of General Meeting

NOTICE of a General Meeting (the 'GM') of Cora Gold Limited to be held at 12.00 p.m. (United Kingdom time) on 28 February 2023 is set out below.

The GM will be held at the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom plus, in the interest of allowing as many shareholders as possible to attend, the GM will also take place online. There are two ways in which attendees may join the GM online:

Option 1	By dial in. Use one of the telephone numbers and Meeting ID set out below:
	●	telephone number:	[phone]
			[phone]
			[phone]
	●	Meeting ID:	894 1760 9484 #

Option 2 Over the internet. This requires the use of a device (computer, laptop, tablet or smartphone) connected to the internet. The device will need to have video switched on in order for the attendee to be seen, and speakers and microphone capability activated in order for the attendee to hear and be heard. Use the hyperlink set out below:

● hyperlink:

Shareholders should note that if they elect to attend the GM using Option 1 they will not, in accordance with the articles of association of the Company, be counted as being present at the meeting and will not be entitled to vote. The Company's board of directors (the 'Board') strongly advises shareholders who wish to attend online to use Option 2 and ensure their video, microphone, and speakers are switched on.

The Board strongly advises shareholders to submit their votes by proxy prior to the GM. Shareholders who have submitted a proxy may still attend the GM. However, submitting a proxy means shareholders know that their vote will be counted. Copies of proxy forms can be downloaded via the Company's website at www.coragold.com/category/company-reports.

The Company always welcomes questions from its shareholders at its general meetings. On this occasion the Board would rather shareholders submit their questions beforehand in order that the Board may ensure questions are answered either at the GM or afterwards. Questions should be submitted by email to [e-mail] no later than 12.00 p.m. (United Kingdom time) on 24 February 2023.

Forms of Proxy accompany this document. The Form of Proxy for use in connection with the GM is enclosed with this document and should be returned as soon as possible and, in any event, so as to be received at the offices of the Company's Registrar, Computershare Investor Services (BVI)

Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom no later than 12.00 p.m. (United Kingdom time) on 24 February 2023. The completion and depositing of a Form of Proxy will not preclude a shareholder from attending and voting in person at the GM.

Holders of Depositary Interests wishing to vote on the resolutions to be proposed at the GM are required to instruct Computershare Company Nominees Limited, the Custodian, to vote on their behalf in accordance with the Form of Instruction. The completed and signed Form of Instruction must be received by The Depositary, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom as soon as possible and in any event so as to arrive no later than 12.00 p.m. (United Kingdom time) on 23 February 2023. Alternatively, Depositary Interest holders may instruct the Custodian how to vote by utilising the CREST electronic voting service as explained in Explanatory Note 11 to this notice of general meeting.

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting (the 'GM') of the Company will be held at 12.00 p.m. (United Kingdom time) on 28 February 2023 at the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom and online for the following purposes:

Ordinary Business

To consider and, if thought fit, pass the following resolution as an ordinary resolution (the 'Ordinary Resolution'):

THAT The board of directors of the Company (the 'Directors') be generally and unconditionally authorised to exercise all powers of the Company (i) to allot and issue up to a maximum of 40,000,000 ordinary shares of no par value in the Company (the 'Ordinary Shares') in aggregate in respect of any exercise of options granted pursuant to the Company's share option scheme (the 'ESOP Shares'), and (ii) to allot and issue up to a maximum of 282,000,000 Ordinary Shares in aggregate, to such persons and on such terms as the Directors may, by Resolution of Directors, determine to enable the Directors, to expeditiously, and without incurring undue costs, undertake a limited equity fundraise or acquisition should the opportunity present itself (the 'Additional Shares'); provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the commencement of the Annual General Meeting of the Company to be held in 2023, save that the Company may, before such expiry, make offer(s) or enter into agreement(s) which would or might require the ESOP Shares or the Additional Shares to be allotted or granted after such expiry, and the Directors may allot and issue such ESOP Shares and Additional Shares in pursuance of such offer(s) or agreement(s) notwithstanding that the authority conferred by this Ordinary Resolution has expired.

Special Business

To consider and, if thought fit, pass the following resolutions as special resolutions (each, a 'Special Resolution'):

1. THAT, in connection with any conversion (whether on a voluntary or mandatory basis or otherwise) of the up to US$25,000,000 convertible loan notes of the Company (the 'Notes') to be constituted by the convertible loan note instrument proposed to be entered into by the Company on or about the date of the passing of this Resolution and as summarised in this notice of general meeting (the 'Convertible Note Instrument'), the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot and issue Ordinary Shares, and to grant rights to subscribe for or convert any Notes into Ordinary Shares pursuant to and in accordance with the terms of the Convertible Note Instrument (such Ordinary Shares, and rights to subscribe for or to convert any Notes into Ordinary Shares of the Company being 'relevant shares'), up to an unlimited number of Ordinary Shares; provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the commencement of the Annual General Meeting of the Company to be held in 2023, save that the Company may, before such expiry, make offer(s) or enter into agreement(s) which would or might require relevant shares to be allotted or granted after such expiry (including, for the avoidance of doubt, by the entry into the Convertible Note Instrument), and the Directors may allot relevant shares in pursuance of such offer(s) or agreement(s) notwithstanding that the authority conferred by this Special Resolution 1 has expired; and

2. THAT notwithstanding any contrary provision of the memorandum and articles of association of the Company (the 'Articles'), the Directors be generally empowered to allot and issue equity securities (as defined in the Articles) pursuant to the authority conferred by the Ordinary Resolution and Special Resolution 1 above (including therefore any number of Conversion Shares pursuant to the Convertible Note Instrument), or by way of sale of treasury shares, as if any right of pre-emption (whether arising under the Articles, or otherwise) did not apply to any such allotment and issuance,

and in each case on the basis that such authorities are without prejudice, and in addition, to any other authorities and/or powers of the Directors from time to time.

~ ~ ~

The principal terms of the Convertible Loan Note as referenced in Special Resolution 1 above are as set out below:

Maturity date	180 days following the date of issue
Coupon	0%
Mandatory Conversion	In the event of conclusion of definitive binding agreements in
	respect of senior debt and such agreements being
	unconditional:
	● on or prior to the date falling 90 days after the issue date of
	the Convertible Loan Note, at the lower of (a) US$0.0596
	per ordinary share, (b) the market price per ordinary share
	as at the date of the Mandatory Conversion and (c) the
	price of any equity issuance by the Company in the prior 60
	days (excluding shares issued pursuant to the Company's
	Share Option Scheme or pursuant to terms of any other
	agreement entered into prior to the issue date of the
	Convertible Loan Note); or
	● after the date falling 90 days after the issue date of the
	Convertible Loan Note, at the lower of (a) US$0.0542 per
	ordinary share, (b) the market price per ordinary share as
	at the date of the Mandatory Conversion and (c) the price
	of any equity issuance by the Company in the prior 60 days
	(excluding shares issued pursuant to the Company's Share
	Option Scheme or pursuant to terms of any other
	agreement entered into prior to the issue date of the
	Convertible Loan Note).
Optional Conversion	At the election of the holder at any time after the date falling 90
	days after the issue date of the Convertible Loan Note, at
	US$0.0569 per ordinary share.
Repayment	Repayable on Maturity Date, if not converted, or earlier, at the
	option of the holder, in the case of a (i) a change of control of
	Cora (ii) the merger or sale of Cora (including the sale of
	substantially all of the assets), at a 5% premium to the total
	amount outstanding under the Convertible Loan Note.
Net Smelter Royalty	Holders of Convertible Loan Note have proportionate
	participation in a Net Smelter Royalty ('NSR') of 1% in respect
	of all ores, minerals, metals and materials containing gold
	mined and sold or removed from the Project, until 250,000 ozs
	of gold has been produced and sold from the Project, provided
	that Cora may purchase and terminate the NSR, in full and not
	in part, at any time for a value of US$3 million.
Other	Convertible Loan Note shall be issued fully paid in amount and
	in integral multiples of US$10,000 by the Company and are
	fully transferable.

The Company will make an announcement of the conversion of the Convertible Loan Notes when such events arise.

For the purpose of converting the above per ordinary share amounts from United States dollar ('US$' or 'USD') to British pound sterling ('GBP£' or 'GBP') the exchange rate applied was US$/GBP£ = 1.2364 (source: Bloomberg on 20 January 2023).

https://us02web.zoom.us/j/89417609484

The GM will be held at the offices of Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ, United Kingdom plus, in the interest of allowing as many shareholders as possible to attend, the GM will also take place online. There are two ways in which attendees may join the GM online:

Option 1	By dial in. Use one of the telephone numbers and Meeting ID set out below:
	●	telephone number:	[phone]
			[phone]
			[phone]
	●	Meeting ID:	894 1760 9484 #

Option 2 Over the internet. This requires the use of a device (computer, laptop, tablet or smartphone) connected to the internet. The device will need to have video switched on in order for the attendee to be seen, and speakers and microphone capability activated in order for the attendee to hear and be heard. Use the hyperlink set out below:

● hyperlink:

Shareholders should note that if they elect to attend the GM using Option 1 they will not, in accordance with the articles of association of the Company, be counted as being present at the meeting and will not be entitled to vote. The Company's board of directors (the 'Board') strongly advises shareholders who wish to attend online to use Option 2 and ensure their video, microphone, and speakers are switched on.

The Board strongly advises shareholders to submit their votes by proxy prior to the GM. Shareholders who have submitted a proxy may still attend the GM. However, submitting a proxy means shareholders know that their vote will be counted. Copies of proxy forms can be downloaded via the Company's website at www.coragold.com/category/company-reports.

The Company always welcomes questions from its shareholders at its general meetings. On this occasion the Board would rather shareholders submit their questions beforehand in order that the Board may ensure questions are answered either at the GM or afterwards. Questions should be submitted by email to [e-mail] no later than 12.00 p.m. (United Kingdom time) on 24 February 2023.

~ ~ ~

By order of the board of directors

Robert Monro

Chief Executive Officer and Director

06 February 2023

Cora Gold Limited

Registered office: Rodus Building, P.O. Box 3093, Road Town, Tortola VG1110, British Virgin Islands

Company number: 1701265