Investors - Cloudbreak Discovery PLC

TERMS OF ACCESS TO INFORMATION IN CONNECTION WITH: (A) THE PROPOSED ACQUISITIONS BY THE COMPANY OF HOWSON VENTURES INC., CLOUDBREAK DISCOVERY CORP., CABOX GOLD CORP. AND CERTAIN INTERESTS IN ANGLO AFRICAN MINERALS PLC; (B) THE ADMISSION OF THE ENLARGED GROUPTO THE STANDARD SEGMENT OF THE OFFICIAL LIST AND TO TRADING ON THE MAIN MARKET OF LONDON STOCK EXCHANGE PLC; (C) A PLACING AND SUBSCRIPTION OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY; AND (D) CERTAIN ASSOCIATED MATTERS (TOGETHER THE “PROPOSALS”)

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Please note that this information as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Company’s website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of the Company. For regulatory reasons, the Company must ensure that persons seeking to access this part of the Company’s website are made aware of the appropriate regulations for the country which they are in. To allow you to view the information contained herein, you have to read the following then press “I agree”. If you are unable to agree, you should press “I disagree” and you will not be able to view the information.

Certain information on this website is of a historical nature and may now be out of date. All documents should be understood as speaking only at the specified date of the relevant document. Except as required by the Financial Conduct Authority, London Stock Exchange plc or applicable law, the Company has, and accepts, no responsibility or duty to update such documents.

Access to the information

This notice applies to all persons who view this part of the Company’s website and, depending upon who you are and where you live, it may affect your rights or responsibilities. The distribution of the information contained herein in or into any jurisdiction other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom are required by the Company to inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdictions.
The following information is not intended for, and is not to be made available to, persons in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa (the “Restricted Jurisdictions”) or in any other jurisdiction if to do so would constitute a violation of the relevant laws of, or requires registration thereunder in, such jurisdiction. There will be no public offer of securities in a Restricted Jurisdiction; and the information on this website does not constitute an offer to sell or subscribe or a solicitation of an offer to purchase or subscribe for any securities, in the Restricted Jurisdictions or in any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereunder in, such jurisdiction. Any offering of securities will be contained in a circular, prospectus or similar document, prepared by the Company for that purpose which will contain detailed information about the issuer and the offered securities, including a discussion of risks, the issuer’s business and relevant financial information.
Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local or regulatory requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable law or regulatory requirements applicable in their jurisdiction. Any failure to comply with any such requirements and restrictions may constitute a violation of the securities laws or regulations of such jurisdiction.

The securities referred to in these materials have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. Securities may not be offered, sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in any form, in or into or from the United States absent: (i) registration under the Securities Act; or (ii) an available exemption from registration under the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
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This information herein has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
This notice shall be governed by, and interpreted in accordance with, English law.

Novum Securities Limited is authorised and regulated by the Financial Conduct Authority in the UK and is acting for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Proposals and/or any other matter referred to in this section of the website.

Forward-looking statements

The materials on this section of the website may contain statements which constitute “forward-looking statements”. Such statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue,” “should” and other similar expressions. Forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors. Forward-looking statements should, therefore, be construed in light of such factors and undue reliance should not be placed on forward-looking statements.

Other than in accordance with its legal and regulatory obligations, the Company is not under any obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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CONFIRM

Circulars

Cloudbreak AGM circular

Management and Directors

Management
Andrew Male Interim CEO
Rory Kutluoglu Technical Advisor

Board of Directors
Andrew Male Executive Director
Emma Priestly Non Executive Director
Paul Gurney Non Executive Director

Corporate Governance

Corporate Governance

With a Standard Listing, the Group is not required to comply with the provisions of the UK

Corporate Governance Code. The Directors are committed to maintaining high standards of

corporate governance and propose, so far is practicable given the Group’s size and nature, to adopt

and comply with the QCA Code.

The Group will hold timely board meetings as issues arise which require the attention of the Board.

The Board is responsible for the management of the business of the Group, setting the strategic

direction of the Group and establishing the policies of the Group. It is the Directors’ responsibility to

oversee the financial position of the Group and monitor the business and affairs of the Group, on

behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to

act in the best interests of the Group at all times. The Board also addresses issues relating to

internal control and the Group’s approach to risk management and has formally adopted an

anticorruption and bribery policy. The Directors have established an audit committee, a nomination

committee and a remuneration committee with formally delegated duties and responsibilities. Emma

Priestley and Paul Gurney are considered by the Board to be independent Non-Executive Directors.

Audit Committee

The audit committee, which currently comprises Paul Gurney (Chairperson), Emma Priestley and

David Robinson (Observer), has the primary responsibility for monitoring the quality of internal

control and ensuring that the financial performance of the Company is properly measured and reported

on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and

internal controls. The committee is also responsible for making recommendations to the Board on the

appointment of auditors and the audit fee and for ensuring the financial performance of the

Company is properly monitored and reported. The audit committee will meet not less than three

times a year.

Remuneration Committee

The remuneration committee, which currently comprises Emma Priestley (Chairperson) and Paul

Gurney, is responsible for the review and recommendation of the scale and structure of remuneration

for senior management, including any bonus arrangements or the award of share options with due

regard to the interests of the Shareholders and the performance of the Company.

Nomination Committee

The nomination committee, which currently comprises Emma Priestley (Chairperson) and Paul

Gurney, is responsible for reviewing and recommending nominees as new directors to the Board.

Market Abuse Regulation

The Company has adopted a share dealing policy which sets out the requirements and procedures

for the Board and applicable employees’ dealings in any of its Ordinary Shares in accordance with

the provisions of UK MAR.

Board Committees

Audit: Paul Gurney (Chair), Emma Priestly, David Robinson (Observer)

Remuneration: Emma Priestly (Chair), Paul Gurney

Nominations: Emma Priestly (Chair), Paul Gurney

Policies

Qualified Person Statement
Technical information contained in this website has been reviewed and approved by Rory Kutluoglu, P.Geo., a “Qualified Person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Coming Soon
ESG
Responsibility of Board
Insider Trading and Dealing

Other

Incorporation
Incorporated in England and Wales with Registered Number 6275976