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

28 June 2019

To Avocet Mining PLC Shareholders

Dear Shareholder,
Proposal to put the Company into members’ voluntary liquidation

Introduction
The Board of the Company has completed its review of the future strategy of
Avocet Mining PLC, announced on 18 June 2019. The Board has considered various
options for the future of the Company and the directors propose that the Company
be put into voluntary liquidation by its members, with a view to the Company’s
residual assets, if any, being returned to its shareholders.

The purpose of this letter is to explain fully why the proposals are being put
forward and to seek Shareholders’ approval of certain resolutions required in
order for the proposals to be implemented. In the event that any of the
resolutions are not passed, the proposals will not be implemented and the
Company will consider a creditors’ voluntary liquidation process.  

Background to and reasons for the proposals
As announced on 18 June 2019, pursuant to an agreement entered into with its
joint venture partner Managold Ltd (“Managold”), a subsidiary of Managem SA, the
Company has sold its remaining interests in the Tri-K gold project in Guinea
(the “Tri-K Project”) to Managold for an aggregate consideration of USD 21
million (the “Disposal”). The Disposal was part of the restructuring of Avocet’s
overdue loans to its secured creditor Manchester Securities Corp. (“Elliott”).
As part of the Disposal, Elliott has released the Company from all amounts
outstanding under its various facility agreements. The Disposal follows the
February 2018 sale by the Company of its mining assets in Burkina Faso,
including the Inata gold mine to the Balaji Group of companies (“Balaji”).
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, to Natholmen AS in March 2018.

The Disposal, and subsequent repayment of debts to Elliott, leaves the Company
with no operational assets and only a minimal residual cash sum. Such cash sum
shall be used by the Company in the short term to pay its limited ongoing
expenses and to repay remaining unsecured creditors, following which the Company
proposes that it is placed into a members’ voluntary liquidation with residual
assets, if any, returned to its shareholders. The resolutions reflecting this
proposal are set out below.

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 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 18 July 2019 at 11:00 a.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
11:00 a.m on 16 July 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

























Avocet Mining PLC
(the “Company”)
(Incorporated in England and Wales under registered number 03036214)

NOTICE OF GENERAL MEETING 

Notice is hereby given that a general meeting (the “General Meeting”) of the
Company will be held at Felix Spier Room at 15 Old Bailey, London, EC4M 7EF on
18 July 2019 at 11:00 a.m. for the purpose of considering and if thought fit,
passing the following resolutions of the Company (of which the first resolution
is being proposed as a special resolution, and the second resolution is being
proposed as an ordinary resolution). 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.

SPECIAL RESOLUTION
1.	THAT (i) the Company be placed into a members’ voluntary liquidation and (ii)
the Joint Liquidators (as defined below) be, and are hereby authorised to,
distribute to the members in specie or in kind the whole or any part of the
assets of the Company.

ORDINARY RESOLUTION

2.	THAT (i) Paul Williams and Geoffrey Bouchier of Duff & Phelps Ltd., The
Shard, 32 London Bridge Street, London, SE1 9SG, be and are hereby 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.

Dated 28 June 2019
Registered office: 5th Floor 15 Old Bailey, London, EC4M 7EF
By order of the Board


Boudewijn Wentink 
Director
Avocet Mining PLC 



Shareholder Notes
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the
Company specifies that only those shareholders registered in the Company’s
register of members at 06:00 p.m. on Tuesday 16 July 2019, or if the General
Meeting is adjourned, at 06:00 p.m. on the day two days prior to the adjourned
meeting, shall be entitled to attend or vote at the General Meeting in respect
of the number of shares registered in their name at that time. Changes to
entries on the register after such time will be disregarded in determining the
rights of any person to attend or vote at the meeting.

Shareholders are invited to attend the General Meeting in person. There is no
requirement to bring any formal certificates or evidence of shareholding,
although you will be asked to provide your name and address so you may be
identified as a shareholder on the register. 

Website giving information regarding the General Meeting.

Information regarding the General Meeting, including the information required by
section 311A of the Companies Act 2006, is available from
http://www.avocetmining.com. The website includes information on the number of
shares and voting rights.

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.

A member entitled to attend and vote at the General Meeting is entitled to
appoint a proxy to attend in his place (see below for information regarding
proxies). 
This notice is sent to you in accordance with sections 307(1) to 311(A) of the
Companies Act 2006.
















Appointment of proxies
Whether or not you propose to attend the General Meeting, you are requested to
complete and sign the 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 11:00 a.m on 16 July 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 Form of Proxy 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.

Communication
Shareholders are encouraged to put questions to the Board in advance of the
General Meeting. Except as provided above, members who have queries for the
Board, or have general queries about the General Meeting itself, should use the
following means of communication (no other methods of communication will be
accepted):
•	By post, addressed to Computershare Investor Services PLC at The Pavilions,
Bridgwater Road, Bristol BS99 6ZY; or

•	By telephone – call 0370 707 1802.

Questions at the Meeting
Under section 319A of the Companies Act 2006, 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.