THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you are recommended to consult your
stockbroker, bank manager, solicitor, accountant or other professional adviser
authorised under the Financial Services and Markets Act 2000 immediately if you
are resident in the UK or, if you reside elsewhere, another appropriately
authorised independent financial adviser.
If you have sold or otherwise transferred all of your Ordinary Shares, please
send this document, together with the accompanying Form of Proxy, as soon as
possible to the purchaser or transferee or to the stockbroker, bank or other
agent through whom the sale or transfer was effected for transmission to the
purchaser or transferee.
If you have sold or otherwise transferred part of your holding of Ordinary
Shares, you should retain this document, together with the accompanying Form of
Proxy, and consult 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 such jurisdictions.



This document should be read as a whole. Your attention is drawn to the letter
from the CEO of Avocet Mining PLC which is set out on pages 2 to 6 of this
document and which contains a recommendation from the Board that you vote in
favour of the resolutions to be proposed at the General Meeting referred to
below.
A notice of the General Meeting of Avocet Mining PLC, to be held at Felix Spier
Room at 15 Old Bailey, London, EC4M 7EF on 15 August 2019 at 2:00 p.m., is set
out at the end of this document.
A Form of Proxy is enclosed with this document and, if used, should be lodged
with the Company’s registrar, Computershare Investor Services PLC at The
Pavilions, Bridgwater Road, Bristol BS99 6ZY not later than 2.00 p.m. on 13
August 2019.
 
Letter from the CEO of Avocet Mining PLC
Avocet Mining PLC
(Incorporated in England and Wales under registered number 03036214)
Registered office:
5th Floor 
15 Old Bailey
London
EC4M 7EF

26 July 2019

To Avocet Mining PLC Shareholders

Dear Shareholder,
Proposal to put Avocet Mining Plc (the “Company”) into 
members’ voluntary liquidation

The purpose of this letter is to seek shareholders’ approval of certain
resolutions required in order for a members’ voluntary liquidation to be
implemented, and explain why these resolutions are being put forward.
Background
For some years, the Company has had various facilities with Manchester
Securities Corp (“Elliott”). These facilities had been due and payable since
2013, and had been an unsustainable debt burden on the Company. Elliott’s loans
were secured over certain shares in the Company’s group, and over various
intercompany loans. Avocet has been in ongoing discussions with Elliott
regarding the repayment of its overdue loans. 
In the context of the discussions with Elliott, the Company sold all of its
assets in Burkina Faso, including the Inata gold mine, to the Balaji Group of
companies (the “Balaji Group”) in February 2018. Further, with a view to
minimising its costs and streamlining its remaining responsibilities, activities
and group structure, the Company sold one of its subsidiary companies, Wega
Mining AS, in March 2018.
Following these transactions, shareholders were advised that:
“[d]iscussions with Elliott regarding the restructuring of Avocet’s debts will
continue, including (…) the future of Avocet’s stake in the arrangement with
Managem over which Elliott has security. (…)

A possible outcome of the discussions with Elliott could be that the Avocet
Group is broken up further in an orderly manner and eventually wound up. If this
occurs, it is expected that, given the amount of debt owed by Avocet, there will
be very minimal or no returns to Avocet’s shareholders” (Annual Report 2017
dated 4 July 2018, page 4). 

Disposal of the Tri-K interest
On 18 June 2019, the Company announced the sale of its remaining interests in
the Tri-K gold project (the “Tri-K Project”) in Guinea for an aggregate
consideration of USD 21 million. This disposal was part of the restructuring of
the overdue Elliott facilities. 
As announced on 18 June 2019, following the disposal of the Company’s interests
in the Tri-K Project, Elliott has released the Company from its USD 32.2 million
overdue loans against the payment of almost all of the USD 21 million in
proceeds received from the disposal. Further, as part of this release, the
Company has transferred to Elliott the USD 2.5 million in deferred consideration
for the sale of its assets in Burkina Faso, payable by the Balaji Group over a
period of five years from 30 June 2020; Elliott also had security over this
deferred consideration.
As a result, the only asset left in the Company is the remaining proceeds of the
disposal of the Company’s interests in the Tri-K Project. The Company has
applied part of this sum to pay transaction costs and to settle some of its
further outstanding debts.
General Meeting of 18 July 2019
Having considered all available options for the future of the Company, the Board
resolved that the Company be placed into a members’ voluntary liquidation. On 28
June 2019, the Company published a circular containing details of the proposed
members’ voluntary liquidation of the Company, including notice of a General
Meeting of the Company to be held on 18 July 2019.
The Board, in conjunction with the Company’s legal, accounting and other
advisers, has been preparing the Company to be in a position for the proposed
members’ voluntary liquidation to be implemented.
As announced on 16 July 2019, further to feedback from the Company’s
shareholders, the proposed resolutions to be tabled to the General Meeting were
withdrawn and not proposed at the General Meeting on 18 July 2019. In the 16
July 2019 announcement, the Company advised its shareholders that:
“the only asset left in the Company, is the remaining proceeds of the disposal
of the Tri-K assets. Avocet has applied part of this sum to pay transaction
costs and to settle some of the outstanding debts. Taking into account payment
of remaining liabilities, the Board estimates that the Company’s residual cash
resources provide headroom only for a few weeks of running costs.

The Board is open to, in the short term, explore viable investment opportunities
(if any) for the Company; a prerequisite for the Board to advance a possible
investment opportunity, is that it be accompanied by new sources of funding, as
such a process cannot be financed from the Company’s own cash resources.

The shareholders are therefore advised that, should there be no viable
opportunities, or if any opportunity is not significantly progressed, before the
Company has exhausted its own cash resources, the Board will, in order to avoid
an insolvent liquidation, immediately seek to obtain approval of the resolutions
required for a members’ voluntary liquidation to be implemented, and as such,
preparations for the implementation thereof will continue.”

The General Meeting convened by the Company on 28 June 2019 was held on 18 July
2019. As the Company had previously withdrawn both the Special Resolution and
the Ordinary Resolution originally proposed to be voted on there was no business
to conduct, the General Meeting was closed without any resolutions being put to
a vote. 
As of the date this Circular went to print, the Company has not received a
viable, funded investment proposal. The Board will continue to be open to any
such proposal that is received prior to the General Meeting at which the
liquidation of the Company will be proposed.
Proposal to put the Company into members’ voluntary liquidation
In order to place the Company into members’ voluntary liquidation before it has
exhausted its own cash resources, the Company is now seeking shareholders’
approval of certain resolutions required to implement the members’ voluntary
liquidation.
Shareholders are advised that, in the event that any of the resolutions are not
passed, the proposed members’ voluntary liquidation will not be implemented.
This would leave the Board, given the Company's liquidity position, with no
option other than to immediately pursue a formal insolvency process by
appointing administrators to the Company. This will lead to a further, and
unnecessary, diminution of Company funds and result in a worse outcome for the
Company’s remaining creditors. 
It is not expected that there will be any returns to the shareholders in the
event of the proposed members’ voluntary liquidation being implemented, nor if
the Company is placed into a formal insolvency process. 
If the resolutions are passed by Shareholders at the General Meeting, the
Company also proposes to apply for the cancellation of both the admission of the
Ordinary Shares to the Official List of the Financial Conduct Authority and the
admission of the Ordinary Shares to trading on the main market for listed
securities of the London Stock Exchange and the Oslo Stock Exchange.
The Board considers the proposed course of action to be in the best interests of
the Company, its creditors and its Shareholders as a whole.
General Meeting
You will find set out at the end of this document a notice convening a General
Meeting of the Company to be held on 15 August 2019 at 2.00 p.m. at Felix Spier
Room at 15 Old Bailey, London, EC4M 7EF.  The purpose of the General Meeting is
to consider and, if thought appropriate, pass the resolutions summarised below.
Each of the resolutions is conditional on the approval of each of the other
resolutions at the General Meeting, so that if one is not approved, none of them
shall come into effect.
Under the first resolution (which will be proposed as a special resolution) the
Company will seek approval (i) that the Company be placed into a members’
voluntary liquidation, and (ii) that the Joint Liquidators (as defined below) be
authorised to distribute to the members in specie or in kind the whole or any
part of the assets of the Company.
Under the second resolution (which will be proposed as an ordinary resolution)
the Company will seek approval (i) that Paul Williams and Geoffrey Bouchier of
Duff & Phelps Ltd., The Shard, 32 London Bridge Street, London, SE1 9SG, be
appointed the “Joint Liquidators” of the Company and that any act required or
authorised under any enactment to be done by a liquidator is to be done by them
jointly or by any one of them, (ii) that the Joint Liquidators’ remuneration be
fixed at their normal charging rates, which may be amended from time to time, by
reference to the time properly given by the Joint Liquidators and their staff in
attending to matters arising in the winding up and that they be authorised to
draw their remuneration on account at such intervals as they may determine, and
(iii) that following any appointment of the Joint Liquidators becoming
effective, a Director of the Company be authorised to certify the Joint
Liquidators’ appointment and send the certificate to the Joint Liquidators
forthwith.
The requirements for the resolutions to be approved at the General Meeting are
as follows:
•	for a special resolution to be passed, it must be approved by members
representing at least 75% of the total votes cast at the meeting on such
resolution (either in person or by proxy); and

•	for an ordinary resolution to be passed, it must be approved by members of the
relevant class representing a majority (i.e. more than 50%) of the total votes
cast at the meeting on such resolution (either in person or by proxy).  
The quorum requirement for the General Meeting is two persons entitled to vote
on the special resolution to be proposed at the General Meeting, each being a
member or a proxy for a member or a duly authorised representative of a
corporation which is a member.
Action to be taken
A Form of Proxy for use in connection with the General Meeting is enclosed with
this Circular. Whether or not you propose to attend the General Meeting, you are
requested to complete and sign the enclosed Form of Proxy. Completed Forms of
Proxy should be returned to Computershare Investor Services PLC at The
Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, and in any
event so as to be received by Computershare Investor Services PLC no later than
2.00 p.m. on 13 August 2019.  
Every holder has the right to appoint some other person(s) of their choice, who
need not be a shareholder, as his proxy to exercise all or any of his rights, to
attend, speak and vote on their behalf at the General Meeting. If you wish to
appoint a person other than the Chairman, please insert the name of your chosen
proxy holder in the space provided. If the proxy is being appointed in relation
to less than your full voting entitlement, please enter in the box next to the
proxy holder's name the number of shares in relation to which they are
authorised to act as your proxy. If returned without an indication as to how the
proxy shall vote on any particular matter, the proxy will exercise his
discretion as to whether, and if so how, he votes (or if this proxy form has
been issued in respect of a designated account for a shareholder, the proxy will
exercise his discretion as to whether, and if so how, he votes).
To appoint more than one proxy, an additional proxy form(s) may be obtained by
contacting the Registrar's helpline on 0370 707 1802 or you may photocopy Form
of Proxy. Please indicate in the box next to the proxy holder's name the number
of shares in relation to which they are authorised to act as your proxy. Please
also indicate by marking the box provided if the proxy instruction is one of
multiple instructions being given. All forms must be signed and should be
returned together in the same envelope.
The 'Vote Withheld' option is provided to enable you to abstain on any
particular resolution. However, it should be noted that a 'Vote Withheld' is not
a vote in law and will not be counted in the calculation of the proportion of
the votes 'For' and 'Against' a resolution.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,
entitlement to attend and vote at the meeting and the number of votes which may
be cast thereat will be determined by reference to the Register of Members of
the Company at close of business on the day which is two days before the day of
the meeting. Changes to entries on the Register of Members after that time shall
be disregarded in determining the rights of any person to attend and vote at the
meeting. 
To appoint one or more proxies or to give an instruction to a proxy (whether
previously appointed or otherwise) via the CREST system, CREST messages must be
received by the issuer's agent (ID number 3RA50) not later than 48 hours before
the time appointed for holding the meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp generated
by the CREST system) from which the issuer's agent is able to retrieve the
message. The Company may treat as invalid a proxy appointment sent by CREST in
the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
Any alterations made to the Form of Proxy should be initialled.
The completion and return of the Form of Proxy will not preclude a member from
attending the meeting and voting in person.
The resolutions specified above will be decided on a show of hand unless a poll
is called for pursuant to the articles of association of the Company. The
results of the General Meeting will be announced to a Regulatory Information
Service and will appear on the Company’s website http://www.avocetmining.com.
Recommendation 
The Board unanimously recommends Shareholders to vote in favour of the
resolutions to be proposed at the General Meeting.


Yours faithfully 

Boudewijn Wentink
CEO, Avocet Mining PLC