30th September 2025
ALT RESOURCES PLC
Notice of General Meeting
Notice is hereby given that the General Meeting (the "GM") of ALT Resources PLC (the "Company") will be held at 13 Hanover Square, London W1S 1HN on 16 October 2025 at 10:00 a.m. You are being asked to consider and vote on the resolution below (the "Resolution"). The Resolution is proposed as a special resolution.
SPECIAL BUSINESS
Resolution 1 - Amendment to Articles of Association (Shell Company Transaction Timeline)
To consider and, if thought fit, pass the following resolution as a special resolution:
"That the Articles of Association of the Company be amended to include the following provisions relating to the timeline for completion of an initial transaction by the Company as a shell company:
1. Cessation of Operations if no Initial Transaction completed within 24 Months. If the Company has not completed an initial transaction on or before the date which is 24 months from 29 July 2025, the Company shall cease operations on that date.
2. Extension of Initial Transaction Period by up to 36 Months. The 24-month period referred to above may be extended by up to three further periods of 12 months (up to a total of 36 months), provided that:
o The first 12-month extension is approved by the public shareholders of the Company before the end of the initial 24-month period; and
o Any subsequent 12-month extensions are approved by the public shareholders before the end of the preceding extension period.
3. Additional Extension of up to 6 Months in Specified Circumstances. The initial 24-month period, or any extended period under paragraph 2, may be further extended by up to 6 months if, before the end of the relevant period:
o (a) Shareholder approval for an initial transaction has been obtained for the purposes of satisfying UKLR 13.4.17G, but the transaction has not completed;
o (b) A general meeting has been convened to obtain such shareholder approval;
o (c) The Company has announced that:
§ (i) A general meeting to obtain shareholder approval will be convened on a specified date; and
§ (ii) A notice convening that meeting will be sent to shareholders within a specified time following the announcement; or
o (d) An agreement for an initial transaction has been entered into but has not completed, and no announcement has been made under paragraph (c).
Any such extension under paragraph 3 must be notified to a Regulatory Information Service (RIS) before the end of the applicable period.
That the amended Articles of Association incorporating the above provisions be adopted in substitution for, and to the exclusion of, the existing Articles of Association.
By Order of the Board
Paris Christofides
Director
30th September 2025
For further information:
Paris Christofides
Director
Celicourt Communications 44 207 770 6424 / [email protected] Mark Antelme / Jimmy Lea
Explanatory notes to the Notice of General Meeting
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company's register at 6.00 p.m. on 14 October 2025 shall be entitled to attend and vote at the Meeting.
2. 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 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.
3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. 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 will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. Shareholders who return a Proxy Form will be able to attend the meeting and vote in person if they wish. If you attend in person and vote, then your proxy appointment will be automatically terminated.
4. 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 contact the Company's registrars at the address set out in note 5 below.
5. The notes to the proxy form explain how to direct your proxy how to vote on the Resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:
(a) completed and signed;
(b) sent or delivered to the Company's Registrar at Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD; and
(c) received by the Company's Registrar on or prior to 10.00 a.m. on 14 October 2025 or not less than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting.
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 of the company or an attorney for the company.
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.
6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 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).
7. As at close of business on the day immediately prior to the date of posting this notice of General Meeting, the Company's issued share capital comprised 46,600,000 ordinary shares of £0.002 each and there are no Ordinary Shares held in treasury. 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 close of business on the day immediately prior to the date of posting of this notice of General Meeting is 46,600,000.
8. Any electronic addresses provided in this notice are provided solely for the purpose of enabling shareholders to register the appointment of a proxy or proxies for the meeting or to submit their voting directions electronically. You may not use any electronic address provided in this notice to communicate with the Company for any purposes other than those expressly stated.
9. A corporate shareholder may authorise a person or persons to act as its representative(s) at the General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder in the Company, provided that they do not do so in relation to the same share.
10. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at https://altresources.co.uk
11. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.
12. 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 & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST ). 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 the issuer's agent, Neville Registrars Limited (ID: 7RA11) by 10.00 a.m. on 14 October 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application 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.
13. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited 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, to procure that his 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
14. 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.
15. Shareholders attending the GM, whether in person have a right to ask questions relating to the business being dealt with at the meeting. The Company must answer such questions unless:
15.1 answering would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information,
15.2 the answer has already been given on a website in the form of an answer to a question, or
15.3 it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
16. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (nominated persons). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
17. If you have sold or transferred all of your shares, this Notice of Meeting should be passed on to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
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