Endeavour Mining : AGM Resolutions

Company Number: 13280545

THE COMPANIES ACT (the "Act")

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

ENDEAVOUR MINING PLC

Passed 30 May 2024

At the Annual General Meeting of Endeavour Mining plc, duly convened and held at One Silk Street, London EC2Y 8HQ, United Kingdom on Thursday 30 May 2024, the following resolutions were duly passed. Resolution 15 was passed as an Ordinary Resolution and Resolutions 16-19 were passed as Special Resolutions:

ORDINARY RESOLUTION

Resolution 15 - Directors' general power to allot shares

15. That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:

up to an aggregate nominal amount of US$816,639, being an amount equal to one third of the aggregate nominal value of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting;

comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a further nominal amount of US$816,639, being an amount equal to one third of the aggregate nominal value of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting in connection with a pre-emptive offer,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire on 30 June 2025 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2025 but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

For the purposes of this Resolution:

"pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and

the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

SPECIAL RESOLUTIONS

Resolutions 16 and 17 - Disapplication of pre-emption rights

16. That, subject to the passing of Resolution 15 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, pursuant to the authority given by Resolution 15 above and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, such authority to be limited to:

allotments made in connection with a pre-emptive offer;

otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of US$244,992, being an amount equal to 10 per cent. of the aggregate nominal value of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting; and

otherwise than under paragraphs (a) and (b) above, allotments up to an aggregate nominal amount equal to 20 per cent. of any allotment made from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authorities to expire on 30 June 2025 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2025 but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

"pre-emptive offer" has the same meaning as in Resolution 15 above;

references to an allotment of equity securities shall include a sale of treasury shares; and

the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

17. That, subject to the passing of Resolution 15 and in addition to the authority given in Resolution 16 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given in Resolution 15 above, or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be limited to:

allotments up to an aggregate nominal amount of US$244,992, being an amount equal to 10 per cent. of the aggregate nominal value of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group; and

otherwise than under paragraph (a) above, allotments up to an aggregate nominal amount equal to 20 per cent of any allotment made from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire on 30 June 2025 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2025 but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired. For the purposes of this Resolution, references to an allotment of equity securities shall include a sale of treasury shares.

Resolution 18 - Authority to purchase own shares

18. That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares in the capital of the Company, subject to the following conditions:

the maximum aggregate number of shares which may be purchased may not be more than 24,499,184, being the number of shares that represents 10 per cent. of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting;

the minimum price (excluding expenses) which may be paid for each share is US$0.01 (being the nominal value of a share);

the maximum price (excluding expenses) which may be paid for a share is an amount equal to the higher of: (i) 105 per cent. of the average closing price of the Company's shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Regulatory Technical Standards as referred to in article 5(6) of the Market Abuse Regulation (as it forms part of assimilated UK law); and

the authority shall expire on 30 June 2025 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2025, save that the Company may before such expiry enter into any contract under which a purchase of shares may be completed or executed wholly or partly after such expiry and the Company may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired.

Resolution 19 - Notice of General Meeting

19. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.