THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document, or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or from an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your ordinary shares in Katoro Gold PLC, please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded to, or transmitted in or into, any jurisdiction where to do so might violate the relevant laws and regulations in that jurisdiction. If you have sold or transferred only part of your holding in the shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale of transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

NOTICE OF ANNUAL GENERAL MEETING

Katoro Gold PLC

(Incorporated in England and Wales with registered number 09306219)

(the "Company")

Notice is hereby given that the Annual General Meeting of the Company will be held at 6th Floor, 60 Gracechurch Street, London, EC3V 0HR at 9:30 a.m. on 28 June 2024 for the purposes of considering, and if thought fit, passing the resolutions set out below. Resolutions 1 to 7 will be proposed as ordinary resolutions and resolution 8 will be proposed as a special resolution.

Ordinary Resolutions

  1. To receive and adopt the Company's audited Annual Report and Financial Statements for the year ended 31 December 2023, together with the Reports of the Directors and auditor.
  2. To re-elect Mr Sean Wade as a Director of the Company, in accordance with article 58.1.1 of the Company's Articles of Association.
  3. To re-elect Mr Lukas Marthinus Maree as a Director of the Company, in accordance with article 58.1.2 of the Company's Articles of Association.
  4. To re-elect Mr Louis Scheepers as a Director of the Company, in accordance with article 58.1.2 of the Company's Articles of Association.
  5. To re-appoint Crowe U.K. LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
  6. To authorise the Directors to determine the auditor's remuneration.
  7. THAT the Directors be, and they are hereby, generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 as amended (the "Act"), in substitution for all previous authorities granted to them, to exercise all the powers of the Company to allot shares in the Company or grant rights to

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subscribe for or convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £1,117,494.40 and such authority shall, unless previously revoked or varied by the Company in a general meeting, expire on the conclusion of the annual general meeting of the Company in 2025 or on 15 months from the passing of this resolution, whichever is earlier, 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.

Special Resolution

8. THAT, subject to the passing of Resolution 7, the Directors be, and are hereby authorised, to allot equity securities (as defined in Section 560(1) of the Act) for wholly cash pursuant to the authority given by Resolution 7 above or to sell equity securities held by the Company as treasury shares, for cash as if Section 561(1) of the Act did not apply to any such allotment, or sale, provided that this power shall be limited to:

  1. the allotment of equity securities in connection with an issue in favour of shareholders where the equity securities respectively attributable to the interests of all such shareholders are proportionate (or as nearly as may be practicable) to the respective number of ordinary shares in the capital of the Company held by them on the record date for such allotment, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange, in any territory; and
  2. the allotment (otherwise than pursuant to sub-paragraph (a) above) of further equity securities up to an aggregate nominal amount of £1,117,494.40.

provided that this power shall, unless previously revoked or varied by special resolution of the Company in general meeting, expire at the conclusion of the annual general meeting of the Company held in 2025 or 15 months from the passing of this resolution, whichever is the earlier, so that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors are hereby empowered to allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.

By order of the Board

Ben Harber

Company Secretary

6th Floor, 60 Gracechurch Street

London EC3V 0HR

Date: 4 June 2024

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Notes to the notice of Annual General Meeting:

Entitlement to vote

1. Only those members entered on the register of members of the Company at close of business on 26 June 2024 or, in the event that this meeting is adjourned, at close of business on the day two days prior to the adjourned meeting shall be entitled to attend or vote at the meeting in respect of the number of ordinary shares held in the capital of the Company registered in their name at that time. Changes to entries on the relevant register of securities after that time will be disregarded in determining the rights of any person to attend or vote at the meeting.

Appointment of proxies

  1. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
  2. A proxy does not need to be a member of the Company however, we encourage shareholders to appoint the Chair of the meeting as proxy. This will ensure that your vote will be counted even though physical attendance at the meeting is prohibited. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you must appoint your own choice of proxy (not the Chairman) and give your instructions directly to the relevant person. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you must appoint your own choice of proxy (not the Chairman) and give your instructions directly to the relevant person.
  3. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you must complete a separate proxy form for each proxy and specify against the proxy's name the number of shares over which the proxy has rights. If you are in any doubt as to the procedure to be followed for the purpose of appointing more than one proxy you must contact the Company's Registrars, Link Group, on 0371 664 0300 calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales, or you may photocopy the Form of Proxy.
  4. If you fail to specify the number of shares to which each proxy relates or specify a number of shares greater than that held by you on the record date, your proxy appointments will be invalid.
  5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.

Appointment of proxy through CREST

7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment thereof by using the procedures described in the CREST manual. The CREST manual can be found at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST proxy instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specification and must contain the information required for such instructions, as described in the CREST manual. All messages regarding the appointment of a proxy or an instruction to a previously appointed proxy must be transmitted so as to be received by Link Group (ID RA10) by no later than 9:30 a.m. on 26 June 2024. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will apply in relation to the input of CREST proxy instructions. It is therefore the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.

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Appointment of proxy using hard copy proxy

The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, it must be:

    1. completed and signed;
    2. sent or delivered to the Company's Registrars Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL; and
    3. received by Link Group no later than 9:30 a.m. on 26 June 2024.
  1. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer or agent of the company so authorised.
  2. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

10. In the case of joint holders of shares, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in the Company's register of members) will be accepted.

Changing proxy instructions

  1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut off time for receipt of proxy appointments specified in those paragraphs also applies in relation to amended instructions. Any amended proxy appointment received after the specified cut off time will be disregarded.
  2. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Link Group as indicated in note 7 above. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

  1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company's Registrars as indicated in note 7 above. In the case of a member which is a company, the revocation notice must be signed on its behalf by an officer or agent of the company so authorised. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
  2. The revocation notice must be received by the Company's Registrars no later than 9:30 a.m. on 26 June 2024.
  3. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to note 16 below, your proxy appointment will remain valid.
  4. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

Corporate representatives

17. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Documents available for inspection

18. The following documents will be available for inspection at the registered office of the Company on any weekday) (except Saturdays, Sundays and Bank Holidays) during normal business hours from the date of this notice until the date of the meeting and at the place of the meeting for 15 minutes prior to and until the conclusion of the meeting: copies of the directors' letters of appointment with the Company and the articles of association of the Company.

Total voting rights

19. As at 5.00 p.m. on 3 June 2024 (being the last business day prior to the publication of this notice), the Company's issued share capital comprised 1,596,420,573 ordinary shares of £0.001 each. Each

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ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 3 June 2024 is 1,596,420,573.

Nominated persons

  1. If you are a person who has been nominated under section 146 of the Companies Act 2006 as amended to enjoy information rights (Nominated Person) you may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (Relevant Member) to be appointed or to have someone else appointed as a proxy for the meeting.
  2. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
  3. Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

Communication

  1. Except as provided above, members who have general queries about the meeting should contact the Company's Registrars Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL
  2. A copy of this notice can be found atwww.katorogold.com/investors

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Explanatory Notes to the notice of Annual General Meeting:

The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 7 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 8 is proposed as a special resolution. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1

The directors of the Company ("Director" and together the "Board") will present their report and the audited accounts for the year ended 31 December 2023 together with the auditor's report thereon.

Resolutions 2 to 4

Article 58.1.1 of the Company's Articles of Association requires that at each annual general meeting a Director shall retire from office if he has been appointed by the Board since the previous annual general meeting. Under Article 58.1.2, a Director shall retire from office it is the third annual general meeting following the annual general meeting at which he was elected or last re-elected.

Sean Wade offers himself for re-election pursuant to Article 58.1.1, whilst, Lukas Marthinus Maree and Louis Scheepers offer themselves for re-election pursuant to Article 58.1.2. As announced on 29 February 2024, Louis Coetzee will not stand for re-election.

Resolutions 5 and 6

The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the next such meeting. Resolution 5 relates to the re-appointment of Crowe U.K. LLP and Resolution 6 to authorise the Directors to determine the level of the auditor's remuneration.

Resolution 7

As required by the Act, this resolution, to be proposed as an ordinary resolution, relates to the grant to the Directors of authority to allot unissued ordinary shares until the conclusion of the annual general meeting to be held in 2025 or 15 months from the passing of this resolution, whichever is earlier, unless the authority is renewed or revoked prior to such time. If approved, this authority is limited to a maximum of 1,117,494,401 Ordinary shares, which is equivalent to approximately 70% of the issued share capital of the Company as at the date of this notice.

Resolution 8

The Act requires that, subject to certain limited exceptions, if the Directors decide to allot unissued ordinary shares in the Company, such shares must first be offered to existing shareholders in proportion to their existing holdings. This is known as shareholders' pre-emption rights. However, to act in the best interests of the Company the Directors may require flexibility to allot shares for cash without regard to the shareholders' pre-emption rights set out in the provisions of Section 561(1) of the Act. Therefore, this resolution, to be proposed as a special resolution, seeks authority to enable the Directors to allot equity securities up to a maximum of 1,117,494,401 Ordinary shares, being equal to approximately 70% of the Company's issued share capital, as at the date of this Notice. This authority expires at the conclusion of the Annual General Meeting to be held in 2025 or 15 months from the passing of this resolution.

Recommendation

The Directors consider that all of the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Board recommends that shareholders vote in favour of all resolutions.

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Katoro Gold Plc

(Incorporated in England and Wales with registered number 09306219)

(the "Company")

Annual General Meeting

FORM OF PROXY

I/We ________________________________________ (PRINT NAME)

of ____________________________________________________________ (PRINT ADDRESS)

Before completing this form, please read the explanatory notes below.

I/We being a member of the Company appoint the Chairman of the meeting as my/our proxy or:

in respect ofordinary shares being my/our voting entitlement* to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 6th Floor, 60 Gracechurch Street, London, EC3V 0HR at than 9:30 a.m. on 28 June 2024 and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an "X". If no indication is given, my/our proxy will vote or abstain from voting at his discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he thinks fit in relation to any other matter which is properly put before the meeting.

*For the appointment of more than one proxy, please refer to Note 4 below.

Ordinary Resolutions

For

Against

Withheld

1.

To receive and adopt the Company's audited Annual

Report and Financial Statements for the year ended 31

December 2023, together with the Reports of the

Directors and auditor.

2.

To re-elect Mr Sean Wade as a Director of the Company.

3.

To re-elect Mr Lukas Marthinus Maree as a Director of

the Company.

4.

To re-elect Mr Louis Scheepers as a Director of the

Company.

5.

To re-appoint Crowe U.K. LLP as auditor.

6.

To authorise the Directors to determine the auditor's

remuneration.

7.

To authorise the Directors to allot shares pursuant to

Section 551 of the Companies Act 2006.

Special Resolution

For

Against

Withheld

8.

To authorise the Directors to dis-applypre-emption

rights pursuant to Section 570 of the Companies Act

2006.

Signature:

_______________________

Date:

_______________________ 2024

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Notes to the proxy form:

  1. Given the uncertainty around whether shareholders will be able to attend the Annual General Meeting, we recommend that all shareholders complete and return their proxy card appointing the Chair of the meeting, as their proxy. This will ensure that your vote will be counted even as physical attendance is restricted.
  2. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
  3. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
  4. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
  5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you must complete a separate proxy form for each proxy and specify against the proxy's name the number of shares over which the proxy has rights. If you are in any doubt as to the procedure to be followed for the purpose of appointing more than one proxy you must contact the Company's Registrars, Link Group, at the address specified below. If you fail to specify the number of shares to which each proxy relates, or specify a number of shares greater than that held by you on the record date, your proxy appointments will be invalid.
  6. To direct your proxy how to vote on the resolutions mark the appropriate box with an "X". If no voting indication is given, your proxy will vote or abstain from voting at his/her discretion. Your proxy will vote (or abstain from voting) as he/she thinks fit in relation to any other matter which is put before the meeting. To abstain from voting on a resolution, select the relevant "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against a resolution.
  7. To appoint a proxy using this form, the form must be:
    1. completed and signed;
    2. sent or delivered to the Company's Registrars, Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL; and
    3. received by the Company's Registrars no later than 9:30 a.m. on 26 June 2024
  8. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer or agent of the company so authorised.
  9. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
  10. CREST members may submit their proxy vote electronically using the procedures described in the CREST manual. All messages relating to the proxy must be transmitted so as to be received by Link Group by 9:30 a.m. on 26 June 2024.
  11. In the case of joint holders of shares, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in the Company's register of members) will be accepted.
  12. All shareholders who wish to attend and vote at the meeting must be entered on the Company's register of members no later than close of business on 26 June 2024. Changes to entries on the Company's register of members after this time will be disregarded in determining the rights of any person to attend or vote at the meeting.
  13. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
  14. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.

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Katoro Gold plc published this content on 05 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2024 07:36:02 UTC.