Mila Resources : 29 November 2019 Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares in Mila Resources Plc, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected as soon as possible for onward transmission to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares you should retain these documents and consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the UK 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.

Mila Resources plc

(Incorporated and registered in England and Wales under the Companies Act 2006 with registered

number 09620350)

Notice of Annual General Meeting

Your attention is drawn to the letter from the Director of the Company set out in this document in which the Board unanimously recommends that you VOTE IN FAVOUR of the Resolutions to be proposed at the Annual General Meeting.

A notice convening the Annual General Meeting of the Company to be held at the offices of Smithfield Partners Limited, Suites 19-22 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0HP at 11:00am on 23rdDecember 2019 is set out at the end of this document.

Whether or not you intend to attend the General Meeting in person, please submit your proxy vote to Link Asset Services at www.signalshares.comas soon as possible, but in any event, no later than 11:00am on 19 December 2019, being 48 hours before the time appointed for the holding of the General Meeting excluding any day that is not a business day. You may obtain a form of proxy directly from the Company's registrars, Link Asset Services.

You will not receive a hard copy form of proxy for the 2019 AGM in the post. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your signal shares account or register if you have not previously done so, to register you will need your investor code, this is detailed on your share certificate or available from our registrar, Link Asset Services.

Voting by proxy prior to the AGM does not affect your right to attend the AGM and vote in person should you so wish.

Appointment of a proxy will not prevent you from attending and voting at the General Meeting in person should you wish.

This document contains forward-looking statements which are subject to assumptions, risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking

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statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only as of the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Prospectus Rules or by law.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has not been any change in the affairs of the Company since the date of this document or that the information is correct as of any subsequent time.

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DEFINITIONS

The following definitions apply in this document unless the context otherwise requires:

"Companies Act"	the Companies Act 2006 (as amended);
"Company" or "Mila"	Mila Resources Plc, a company incorporated in
	England and Wales with registered number
	09620350;
"Directors" or "Board"	the directors of the Company whose names are set
	out on page 4 of this document, or any duly
	authorised committee thereof, and "Director"
	means any one of them;
"Existing Ordinary Shares"	the 23,200,000 Ordinary Shares in issue at the date
	of this document;
"Annual General Meeting"	the annual general meeting (or any adjournment
	thereof) of the Shareholders to be convened
	pursuant to the Notice of Annual General Meeting
	set out at the end of this document;
"Notice of Annual General Meeting"	the notice convening the Annual General Meeting as
	set out at the end of this document;
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of the
	Company;
"Resolutions"	the resolutions set out in the Notice of Annual
	General Meeting;
"Shareholders"	holders of Existing Ordinary Shares and
	"Shareholder" shall be construed accordingly; and
"UK" or "United Kingdom	the United Kingdom of Great Britain and Northern
	Ireland.

All reference in this document to "£", "pence" or "p" are to the lawful currency of the United Kingdom.

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LETTER FROM THE DIRECTOR

Mila Resources Plc

(Registered and incorporated in England and Wales with company number 09620350)

Directors:	Registered Office:
Mark Stephenson (Executive Director)	Lockstrood	Farm,	Ditchling
Lee Daniels (Executive Director) (Finance)	Common,	Burgess	Hill, West

Sussex, United Kingdom, RH15 0SJ

To Shareholders

28 November 2019

Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The Company is seeking the Shareholders' approval to the ordinary resolutions 1 to 5 and the special resolution 6 as follows:

ORDINARY RESOLUTIONS

1. To receive and adopt the annual accounts of the Company for the financial year ended 30 June 2019 together with directors' reports and auditor's report on those accounts.
2. Tore-appoint Nick Foster as company secretary of the Company, who, having been appointed during the period, is retiring as per the Articles and, being eligible, is offering himself for re-appointment.
3. Tore-appoint PKF Littlejohn LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which the accounts are laid before the Company.
4. To authorise the directors to determine the remuneration for the auditors for the financial year ended 30 June 2019.
5. THAT the directors of the Company be and are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot equity securities (as defined in section 560(1) of the Act) in the Company and/or to grant rights to subscribe for or to convert any security into such shares ("Allotment Rights"), but so that the maximum amount of equity securities that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £500,000, provided that this authority, unless duly renewed, varied or revoked by the Company, will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may before such expiry make offers of agreements which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and, the directors may allot shares and grant Allotment Rights in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired.

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SPECIAL RESOLUTIONS

6. THAT conditional on the passing of Resolution 5, the directors be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 5 or by way of a sale of treasury shares 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 offer by way of a rights issue, open offer or other offer:
2. 1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, factional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any applicable regulatory body or stock exchange;
3. the allotment (otherwise than pursuant tosub-paragraph 10.1 above) of equity securities and the sale of treasury shares up to an aggregate nominal amount of shares representing approximately 20 per cent. of the Company's current issued share capital, provided that the power granted by this resolution will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution (unless renewed, varied or revoked by the Company prior to or on such date), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and, the directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired.

2. ANNUAL GENERAL MEETING

The Resolutions set out in the Notice of Annual General Meeting at the end of this document will be proposed at the Annual General Meeting to be held at the offices of Smithfield Partners Limited at Suites 19-22 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0HP, at 11:00am on 23 December 2019. The Resolutions proposed as ordinary will require a simple majority of the votes cast to be voted in favour and the special resolution will require a two thirds majority of the votes cast to be voted in favour.

3. ACTION TO BE TAKEN

Set out at the end of this document you will find a notice convening an Annual General Meeting to be held at the offices of Smithfield Partners, Suites 19-22 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0HP at 11:00am on 23 December 2019 to consider and, if thought fit, approve the Resolutions.

Whether or not you are able to attend the AGM, the directors urge you to exercise your right to vote as a shareholder of the Company and we ask that you vote in one of the following ways:

• by voting online by logging on to www.signalshares.com. You will need your investor code (IVC) which is detailed on your share certificate or is available by calling our registrars, Link Asset Services (Link) on +44 (0) on 8371 664 0391*; or
• by requesting a hard copy proxy form from Link on the telephone number shown above and return the completed form to the address shown on the form; or
• In the case of CREST members, by using the CREST electronic proxy service in accordance with the procedures set out page 9

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4. RECOMMENDATION

The Directors consider that all the Resolutions are in the best interests of the Company and would promote the success of the Company for the benefit of its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial shareholdings amounting, in aggregate, to 600,000 Ordinary Shares, representing approximately 2.59 per cent. of the Company's existing issued ordinary share capital.

Yours faithfully

Lee Daniels

Executive Director (Finance)

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Mila Resources plc

(Registered and incorporated in England and Wales with company number 09620350)

Notice is hereby given that an Annual General Meeting of Mila Resources Plc (the "Company") will be held at the offices of Smithfield Partners, Suites 19-22 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0HP at 11:00am on 23 December 2019 to consider and, if thought fit, passing the following resolutions as ordinary and special resolutions.

ORDINARY RESOLUTIONS

1. THAT the Company receive and adopt the annual accounts of the Company for the financial year ended 30 June 2019 together with directors' reports and auditor's report on those accounts.
2. THAT the Companyre-appoint Nick Foster as company secretary of the Company, who, having been appointed during the period, is retiring as per the Articles and, being eligible, is offering himself for re-appointment.
3. THAT the Company rappoint PKF Littlejohn LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which the accounts are laid before the Company.
4. THAT the Company authorise the directors to determine the remuneration for the auditors for the financial year ended 30 June 2019.
5. THAT the directors of the Company be and are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot equity securities (as defined in section 560(1) of the Act) in the Company and/or to grant rights to subscribe for or to convert any security into such shares ("Allotment Rights"), but so that the maximum amount of equity securities that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £500,000, provided that this authority, unless duly renewed, varied or revoked by the Company, will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may before such expiry make offers of agreements which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and, the directors may allot shares and grant Allotment Rights in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired.

SPECIAL RESOLUTIONS

6. THAT conditional on the passing of Resolution 5, the directors be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 5 or by way of a sale of treasury shares 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:

6.1 the allotment of equity securities in connection with an offer by way of a rights issue, open offer or other offer:

1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
2. to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, factional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any applicable regulatory body or stock exchange; and

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6.2 the allotment (otherwise than pursuant to sub-paragraph 6.1 above) of equity securities and the sale of treasury shares up to an aggregate nominal amount of shares representing approximately 20 per cent. of the Company's current issued share capital, provided that the power granted by this resolution will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution (unless renewed, varied or revoked by the Company prior to or on such date), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and, the directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired.

BY ORDER OF THE BOARD

Lee Daniels

Executive Director (Finance)

28 November 2019

Registered office:

Lockstrood Farm,

Ditchling Common,

Burgess Hill,

West Sussex RH15 0SJ

United Kingdom

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NOTES TO THE NOTICE OF GENERAL MEETING:

Entitlement to attend and vote

1. Only those shareholders registered in the Company's register of members at:

• close of Business on 19 December 2019 or,
• if this meeting is adjourned, 48 hours (excludingnon-working days) prior to the adjourned meeting, shall be entitled to attend and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Website giving information regarding the meeting

2. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at www.milaresources.com.

Venue arrangements

3. Shareholders should note that the doors to the ANNUAL GENERAL MEETING will be open for registration at 10:45am. Mobile phones may not be used in the venue, and cameras, tape or video records are not allowed in the venue.

Appointment of proxies

1. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy to exercise all or any of your rights to attend, 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. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
3. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. 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, please photocopy the proxy form and insert the number of shares over which the proxy is appointed in the box next to the proxy's name. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.
4. Shareholders can:
5. • Appoint a proxy and give proxy instructions by returning a proxy form by post.
   • Register their proxy appointment electronically.
   • If a CREST member, register their proxy appointment by utilising the CREST electronic proxy appointment service (see note 11).
   • Any appointment of proxy must be received by 11.00am on 19 December 2019.

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 and vote in person, your proxy appointment will automatically be terminated.

8. 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 you either select the "Vote withheld" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

• You can vote either:
• by logging on to www.signalshares.com and following the instructions; or

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• you may request a hard copy form of proxy directly from the registrars, Link Asset Services on Tel: [phone]. Calls cost 12p per minute plus your phone company's access charge. 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.

Appointment of proxies through CREST

10 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment 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) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Link Asset Services (ID RA10) no later than 11:00am on 19 December 2019, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting excluding any day that is not business day. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

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 message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

12. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

13. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

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 Asset Services at PXS 34 Beckenham Road, Beckenham, Kent BR3 4TU.

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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

14. A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Asset Services at PXS 34 Beckengham Road, Beckenham, Kent BR3 4TU. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. 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.

The revocation notice must be received by Link Asset Services no later than 11:00am on 19 December 2019.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

Corporate representatives

15. A corporation which is a shareholder 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.

Issued shares and total voting rights

16. As at 28 November 2019, the Company's issued share capital comprised 23,200,000 ordinary shares of 1 pence each. Each 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 26 November 2019 is 23,200,000. The website referred to in note 2 will include information on the number of shares and voting rights.

Questions at the meeting

17. Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:

• answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Website publication of audit concerns

18. Under section 527 of the Companies Act 2006, a shareholder or shareholders meeting the criteria set out at note 19 below, have the right to request the Company to publish on its website a statement setting out any matter that such shareholders propose to raise at the meeting relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting.

Where the Company is required to publish such a statement on its website:

• it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request;
• it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website; and
• the statement may be dealt with as part of the business of the meeting.

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The request:

• may be in hard copy form and sent to company secretary at Suites19-22 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0HP or in electronic form and sent to [e-mail]. Please state "General Meeting" in the subject line of the e-mail;
• either set out the statement in full or, if supporting a statement sent by another shareholder, clearly identify the statement which is being supported;
• must be signed on behalf of the shareholder. In the case of a shareholder which is a company, the request must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the request is signed (or a duly certified copy of such power or authority) must be included with the request; and
• be received by the Company at least one week before the meeting.

19. In order to be able to exercise the shareholders' right to require the Company to publish audit concerns (see note 18), the relevant request must be made by:

• a shareholder or shareholders having a right to vote at the meeting and holding at least 5 per cent. of total voting rights of the Company; or
• at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £0.01 of paid up share capital.

For information on voting rights, including the total number of voting rights, see note 16 above and the website referred to in note 2.

Nominated persons

20. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (Nominated Person):

• You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights ("Relevant Shareholder") to be appointed or to have someone else appointed as a proxy for the meeting.
• 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 Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights.
• Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (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.

Documents on display

21. Copies of the service contracts of the executive directors and the Company's articles of association are available for inspection at the Company's registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.

Communication

22. Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):

• calling Link Asset Services on 0871 664 0300; or
• writing to Link Asset Services at 34 Beckenham Road, Beckenham, Kent BR3 4TU.

You may not use any electronic address provided either:

• in this notice of annual general meeting; or 12

• any related documents (including the chairman's letter and proxy form),

to communicate with the Company for any purposes other than those expressly stated.

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