Katoro Gold : 2023 AGM Notice

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 10.00 a.m. on 6 July 2023 for the purposes of considering, and if thought fit, passing the resolutions set out below. Resolutions 1 to 6 will be proposed as ordinary resolutions and resolutions 7 to 8 will be proposed as a special resolutions.

Background

Following the capital reorganisation of the Company, as authorised at the Extraordinary General Meeting on 15 March 2023, the value of the issued share capital of the Company has decreased on the balance sheet. As stated in the RNSs of 24 February 2023 and 15 March 2023 this reorganisation was carried out to improve the Company's funding position and trading liquidity.

Due to this decrease in share capital, as well as the cumulative quantum of losses and impairments, the value of the Company's net assets is now less than half of its called-up share capital which is deemed to be a "serious loss of capital" within the meaning of section 656 of the Act. In those circumstances, the Directors are required, under section 656 of the Act, to convene a general meeting of the Company to consider whether any, and if so what, steps should be taken to deal with the situation.

This situation is likely to remain until further funding is secured and/or the Company's next acquisition has been concluded (which is already in progress). The Board will continue to keep this under review and will update shareholders once this has been completed. In the meantime, however, the Directors would like to ensure that they address the matters arising under section 656 of the Act.

The Board does not consider it necessary for specific resolutions to be proposed at the Annual General Meeting, which is reflected in the wording of proposed Resolution 8 below. The Board does, however, welcome dialogue with shareholders on this point and the Annual General Meeting will provide a forum for such discussions to take place pursuant to section 656(1) of the Companies Act 2006.

1

The Board notes that the status of a "serious loss of capital" under section 656 of the 2006 Act imposes no immediate risk to the Company given the current solvency of its balance sheet and cash flow.

Ordinary Resolutions

1. To receive and adopt the Company's audited Annual Report and Financial Statements for the year ended 31 December 2022, together with the Reports of the Directors and auditor.
2. To re-elect Mr Myles Campion as a Director of the Company, in accordance with article 57.1.2 of the
   Company's Articles of Association.
3. To re-elect Mr Paul Dudley as a Director of the Company, in accordance with article 57.1.2 of the
   Company's Articles of Association.
4. 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.
5. To authorise the Directors to determine the auditor's remuneration.
6. 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 subscribe for or convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £468,648.39 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 2024 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 Resolutions

7. THAT, subject to the passing of Resolution 6, 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 6 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 £468,648.39.

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 2024

2

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.

8. THAT the shareholders in accordance with section 656 of the Companies Act 2006 consider what, if any, measures should be taken to deal with the serious loss of capital in the Company and that such measures as are deemed appropriate are implemented.

By order of the Board

Ben Harber

Company Secretary

6th Floor, 60 Gracechurch Street

London EC3V 0HR

Date: 9th June 2023

3

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 4 July 2023 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 10.00 a.m. on 4 July 2023. 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.

4

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. 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 10.00 a.m. on 4 July 2023.
2. 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.
3. 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 10.00 a.m. on 4 July 2023.
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 9 June 2023 (being the last business day prior to the publication of this notice), the Company's issued share capital comprised 669,497,693 ordinary shares of £0.001 each. Each ordinary

5