KEFI Gold and Copper : Circular Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

It contains resolutions to be voted on at the general meeting of KEFI Gold and Copper plc (the "Company") to be held on 2 January 2025 (the "Resolutions") (the "General Meeting"). If you are in any doubt about the contents of this document or as to what action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser.

If you have sold or otherwise transferred all of your ordinary shares of £0.001 each in the capital of the Company (the "Ordinary Shares"), please send this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded, or transmitted in or into the United States of America, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction, if to do so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred some (but not all) of your Ordinary Shares, please retain these documents and consult the stockbroker or other agent through whom the sale or transfer was effected.

Your attention is drawn to the letter from the chairman of the Company (the "Chairman") in this document, recommending you vote in favour of the Resolutions at the General Meeting.

_______________________________________________________________________________

KEFI Gold and Copper plc

(Registered in England and Wales with company number 05976748)

(the "Company")

Notice of General Meeting

______________________________________________________________________________

Notice convening the General Meeting of the Company on 2 January 2025 at 12:00 p.m. (AEDT) at 49 Pennant Avenue, Denistone East 2112, NSW, Australia is set out at the end of this document. It is important that Shareholders lodge their votes in advance of the General Meeting through submission of their proxy votes. Shareholders will also find enclosed with this document a Form of Proxy. To be valid, the Form of Proxy must be signed and returned in accordance with the instructions printed on it so as to be received by the Company's registrars, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, United Kingdom, as soon as possible but in any event no later than 30 December 2024 at 1:00 a.m. (GMT).

Shareholders who hold their Ordinary Shares in uncertificated form may use the CREST electronic proxy appointment service. For a proxy appointment made using the CREST service to be valid, the appropriate CREST message must be properly authenticated and contain the information required for such instructions as described in the CREST Manual. The message must be transmitted so as to be received by the Company's registrars, Share Registrars Limited (ID 7 RA36), by no later than 30 December 2024 at 1:00 a.m. (GMT)

Copies of this document will be available free of charge from the Company's registered office during normal business hours on each day (excluding Saturday, Sunday and public holidays in England and Wales) from the date hereof until the date of the General Meeting. Copies will also be available from the Company's website at www.kefi-goldandcopper.com.

Tavira Financial Limited ("Tavira"), the Company's Broker, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the matters described in this document, and accordingly will not be responsible to any person other than the Company for providing the protections afforded to customers of Tavira, or for providing advice to any other person in relation to the arrangements described in this document.

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TABLE OF CONTENTS
	Page
FUNDRAISING AND SHARE CAPITAL STATISTICS	3
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
DEFINITIONS	5
LETTER FROM THE CHAIRMAN	8

2

FUNDRAISING AND SHARE CAPITAL STATISTICS

Placing Price	£0.0055
Number of Ordinary Shares prior to the Placing, the
Conditional Subscription, the Conditional Remuneration	6,059,089,306
Issue and the Retail Offer
Number of Firm Placing Shares	903,193,818
Number of Conditional Placing Shares	315,653,909
Number of Conditional Subscription Shares	472,727,272
Number of Conditional Remuneration Shares	144,788,636
Number of Retail Shares	85,301,849
Total number of Firm Placing Shares, Conditional Placing
Shares, Conditional Subscription Shares, Conditional	1,921,665,484
Remuneration Shares and Retail Shares
Total number of Broker Warrants	68,796,818
Percentage of Enlarged Share Capital represented by the
Firm Placing Shares, the Conditional Placing Shares, the	24.1%
Conditional Subscription Shares, the Conditional
Remuneration Shares and the Retail Shares
Estimated cash proceeds of the Placing, the Conditional	£6.0 million
Subscription, and the Retail Offer
Estimated settlement of outstanding liabilities through the	£4.6 million
Placing and Conditional Remuneration Issue
Estimated net proceeds of the Placing, the Conditional	£10.1 million
Subscription, and the Retail Offer
Number of Ordinary Shares in issue immediately following	7,047,584,973
the First Admission
Number of Ordinary Shares in issue immediately following	7,980,754,790
the Second Admission
Number of Ordinary Shares in issue immediately following
the Second Admission if all the Broker Warrants are	8,049,551,608
exercised in full
Market capitalisation of the Company at the Placing Price	£43,894,151
on the Second Admission
ISIN code for the Firm Placing Shares, the Conditional
Placing Shares, the Conditional Subscription Shares, the	GB00BD8GP619
Conditional Remuneration Shares and the Retail Shares
SEDOL for the Firm Placing Shares, the Conditional	BD8GP61
Placing Shares, the Conditional Subscription Shares, the
Conditional Remuneration Shares and the Retail Shares

3

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Circular is posted to Shareholders	6 December 2024
First Admission	on or around 6 December
	2024
Expected crediting of CREST accounts with the Firm Placing Shares and Retail	on or around 6 December
Shares	2024
Expected dispatch of definitive share certificates in respect of the Firm Placing
Shares and Retail Shares in certificated form	31 December 2024
Latest time and date for receipt of CREST voting instructions	1:00 a.m. (GMT) on 30
	December 2024
Latest time and date for receipt of Form of Proxy	1:00 a.m. (GMT) on 30
	December 2024
General Meeting	2 January 2025 at 12:00
	p.m. (AEDT)
Second Admission	on or around 8.00 a.m.
	(GMT) on 3 January 2025
Expected crediting of CREST accounts with the Conditional Placing Shares,
Conditional Subscription Shares, and Conditional Remuneration Shares	on or around 3 January 2025
Expected dispatch of definitive share certificates in respect of the Conditional
Placing Shares, Conditional Subscription Shares, and Conditional
Remuneration Shares in certificated form
	30 January 2025
Notes:

1. In this document, unless otherwise noted, all references to time are to Greenwich Mean Time (GMT).
2. The timing of events in the above timetable and the rest of this document are indicative only. If any of the times or dates change, the revised times and/or dates will be notified by way of an announcement via a RIS.

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DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

"2006 Act"	the Companies Act 2006
"AIM"	the market of that name operated by the London
	Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the
	London Stock Exchange from time to time
"Board" or "Directors"	the directors of the Company whose names are
	set out on page 8 of this document
"Broker"	means Tavira, acting as broker in the context of
	the Placing
"Broker Warrants"	the 68,796,818 warrants to be granted to Tavira
	pursuant to the Broker Warrant Instrument in
	connection with the Placing, subject to approval
	at the General Meeting
"Broker Warrant Instrument"	the instrument entered into by the Company on 2
	December 2024 relating to the issue of
	68,796,818 Broker Warrants to subscribe for the
	Ordinary Shares
"Capital Raise"	the Placing, the Conditional Subscription, the
	Conditional Remuneration Issue and the Retail
	Offer
"Conditional Placing"	a conditional placing of 315,653,909 new
	Ordinary Shares at the Placing Price, subject to
	the approval of the Shareholders at the General
	Meeting, which is being conducted by the Broker
"Conditional Placing Shares"	315,653,909 new Ordinary Shares to be issued
	by the Company pursuant to the Conditional
	Placing at the Placing Price
"Conditional Remuneration Issue"	the issue of the Conditional Remuneration
	Shares to which certain Directors and PDMRs of
	the Company and corporate advisers have
	elected to receive new Ordinary Shares in lieu of
	accrued fees of approximately £800,000
"Conditional Remuneration	144,788,636 new Ordinary Shares to be issued
Shares"	by the Company at the Placing Price, subject to
	the approval of the Shareholders at the General
	Meeting, to certain Directors and corporate
	advisers
"Conditional Subscription"	the subscription of Conditional Subscription
	Shares by the Subscriber to raise £2,600,000
	(excluding expenses)
"CREST"	the computerised settlement system (as defined
	in the CREST Regulations) operated by
	Euroclear which facilitates the transfer of title to
	shares in uncertificated form
"CREST Manual"	the document of that name issued by Euroclear
"Enlarged Share Capital"	the issued Ordinary Share capital of the
	Company immediately following the Second
	Admission

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"Euroclear"	Euroclear UK & International Limited, the
	operator of CREST
"Firm Placing"	the placing of Firm Placing Shares at the Placing
	Price arranged by the Broker.
"Firm Placing Shares"	903,193,818 new Ordinary Shares to be issued
	by the Company at the Placing Price, under the
	existing shareholders' authorities granted at the
	Company's general meeting held on 26 March
	2024
"First Admission"	means admission of the Firm Placing Shares and
	the Retail Shares to trading on AIM, expected to
	become effective at 8.00 a.m. (GMT) on or
	around 6 December 2024
"Form of Proxy"	the form of proxy accompanying this document
"General Meeting"	the general meeting of the Company to be held at
	12:00 p.m. (AEDT) on 2 January 2025, notice of
	which is set out at the end of this document
"Ordinary Shares"	ordinary shares of £0.001 each in the capital of
	the Company
"London Stock Exchange"	London Stock Exchange plc
"Major Works"	means the major works to be launched at the Tulu
	Kapi Project
"Net Proceeds"	means the net proceeds of the Capital Raise of
	approximately £10.1 million
"PDMR"	means persons discharging managerial
	responsibilities
"Placing"	the placing of the Firm Placing Shares and the
	Conditional Placing Shares to raise gross
	proceeds of £6,703,663
"Placing Agreement"	the placing agreement entered into between the
	Company and the Broker in respect of the
	Placing, dated 2 December 2024
"Placing Price"	0.55 pence per Ordinary Share
"PrimaryBid"	means PrimaryBid Limited, a private limited
	company incorporated in England and Wales with
	company registration number 08092575
"Resolutions" or "Resolution"	the resolutions or resolution to be proposed to
	Shareholders at the General Meeting as set out
	in this document
" Retail Offer"	means the offer of the Retail Shares to retail
	investors in the United Kingdom undertaken by
	PrimaryBid on behalf of the Company
"Retail Shares"	means the 85,301,849 new Ordinary Shares
	allotted and issued to retail investors in the United
	Kingdom at the Placing Price pursuant to the
	Retail Offer
"Rights"	the grant of rights to subscribe for or convert any
	security into Ordinary Shares

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"RIS"

"Second Admission"

"Shareholders"

"Share Registrars Limited"

"Subscriber"

"Tavira"

"TKGM"

"Tulu Kapi Project" or "Tulu Kapi"

"£", "GBP" or "Sterling"

a service approved by the Financial Conduct Authority for the distribution to the public of regulatory announcements

means admission of the Conditional Placing Shares, the Conditional Subscription Shares, and the Conditional Remuneration Shares to trading on AIM, expected to become effective at 8.00 a.m. (GMT) on or around 3 January 2025

holders of Ordinary Shares

Share Registrars Limited (registered in England and Wales under number 04715037) whose registered office is at 27-28 Eastcastle Street, London, W1W 8DH

means Safaya Investment In Commercial Enterprises & Management Co. L.L.C

Tavira Financial Limited (registered in England and Wales under number 05471230) whose registered office is at 13th Floor, 88 Wood Street, London ECV 7DA

Tulu Kapi Gold Mines Share Company (the Company's Ethiopian project subsidiary)

the design, development, engineering, construction, equipment, testing, commissioning, management, operation and maintenance of the Tulu Kapi gold project owned by TKGM in the Federal Democratic Republic of Ethiopia

pounds sterling, the lawful currency for the time being of the United Kingdom and references to "pence" and "p" shall be construed accordingly

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KEFI Gold and Copper plc
(Registered in England and Wales with company number 05976748)
(the "Company")
LETTER FROM THE CHAIRMAN
Directors:	Registered Office
Harry Anagnostaras-Adams (Executive Chairman)	27-28 Eastcastle Street
John Leach (Finance Director)	London
Richard Robinson (Non-executive Director)	W1W 8DH
Addis Alemayehou (Non-executive Director)	United Kingdom
Alistair Clark (Non-executive Director)

6 December 2024

Dear Shareholder,

Notice of General Meeting

I am writing to you to give notice of the General Meeting of the Company to be held at 12:00 p.m. (AEDT) on 2 January 2025, formal notice of which is set out at the end of this document. The Notice sets out the resolutions to be proposed, together with general notes for Shareholders who wish to give proxy voting instructions.

On 2 and 3 December 2024, the Company announced details of a fundraising consisting of:

• a firm placing of 903,193,818 new Ordinary Shares (the "Firm Placing Shares") at the Placing Price to raise £4,967,566 (before expenses) (the "Firm Placing"), including approximately £3.1 million in settlement of existing liabilities, conducted by the Broker;
• a conditional placing of 315,653,909 new Ordinary Shares at the Placing Price (the "Conditional Placing Shares"), subject to the approval of the Shareholders at the General Meeting, to raise £1,736,097 (excluding expenses), including approximately £0.7 million in settlement of existing liabilities (the "Conditional Placing", and, together with the Firm Placing, the "Placing") which is being conducted by the Broker;
• a conditional subscription of 472,727,272 Ordinary Shares at the Placing Price, subject to approval of the Shareholders at the General Meeting (the "Conditional Subscription Shares"), to raise £2,600,000 (excluding expenses) (the "Conditional Subscription"), by Safaya Investment In Commercial Enterprises & Management Co. L.L.C (the "Subscriber");
• a conditional issue of 144,788,636 new Ordinary Shares at the Placing Price, subject to the approval of the Shareholders at the General Meeting, pursuant to which certain Directors and corporate advisers have elected to receive new Ordinary Shares (the "Conditional Remuneration Shares") in lieu of accrued fees of approximately £800,000 (the "Conditional Remuneration Issue"); and
• an offer through PrimaryBid Limited ("PrimaryBid") which resulted in the Company raising gross proceeds of approximately £469,160 (before expenses) via the issue of 85,301,849 Ordinary Shares (the "Retail Shares") at the Placing Price to certain retail investors (the "Retail Offer" and, together with the Placing, the Conditional Subscription and the Conditional Remuneration Issue, the "Capital Raise").

Placing

The Company has raised £4,967,566 (excluding expenses) through the issue of 903,193,818 new Ordinary Shares (the "Firm Placing Shares") at the Placing Price, and will raise £1,736,097 (excluding expenses) through the issue of 315,653,909 new Ordinary Shares (the "Conditional Placing Shares") at the Placing Price, subject to the approval of the Shareholders at the General Meeting.

Conditional Subscription

The Company will raise £2,600,000 (excluding expenses) through the issue of 472,727,272 new Ordinary Shares (the "Conditional Subscription Shares") at the Placing Price, subject to the approval of the Shareholders at the General Meeting.

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Conditional Remuneration Issue

The Company is proposing to issue 144,788,636 new Ordinary Shares to certain Directors and corporate advisers (the "Conditional Remuneration Shares") in lieu of accrued fees of approximately £800,000, subject to the approval of the Shareholders at the General Meeting.

Retail Offer

The Directors wanted to give Shareholders and investors the opportunity to participate in the Company's ongoing funding if they were unable to participate in the Placing.

As announced on 3 December 2024, the Company has raised gross proceeds of £469,160 (before expenses) via the issue of the Retail Shares pursuant to the Retail Offer.

Admission

Application has been made to the London Stock Exchange for admission of the Firm Placing Shares and the Retail Shares to trading on AIM and it is expected that admission will become effective and that dealings in the Firm Placing Shares and the Retail Shares will commence at 8.00 a.m. on or around 6 December 2024 ("First Admission").

Application will be made to the London Stock Exchange for admission of the Conditional Placing Shares, the Conditional Subscription Shares, and the Conditional Remuneration Shares to trading on AIM and it is expected that admission will become effective and that dealings in the Conditional Placing Shares, the Conditional Subscription Shares and the Conditional Remuneration Shares will commence at 8.00 a.m. on or around 3 January 2025 ("Second Admission").

Shareholders' Approval

The Conditional Placing, the Conditional Subscription, and the Conditional Remuneration Issue are all conditional, inter alia, on First Admission becoming effective, the passing of the Resolutions at the General Meeting and Second Admission becoming effective.

Shareholders are reminded that because the Conditional Placing, the Conditional Subscription, and the Conditional Remuneration Issue are conditional, among other things, on the passing of the share allotment and disapplication of pre-exemption rights Resolutions at the General Meeting, should the Resolutions not be passed, the Conditional Placing, the Conditional Subscription, and the Conditional Remuneration Issue will not proceed.

Split between Cash and Set-Off Liabilities

Participants in the Firm Placing, the Conditional Placing and the Conditional Remuneration Issue have elected to convert certain outstanding liabilities payable by the Company into new Ordinary Shares. A total of 828,471,733 Ordinary Shares, will be issued to extinguish approximately £4.6 million of the Company's outstanding liabilities. With the participation in the Retail Offer, the Company will raise approximately £6.0 million in cash (before expenses) as a result of the Capital Raise.

Use of Proceeds

The expected net proceeds of the Capital Raise of approximately £10.1 million (the "Net Proceeds") will be applied to:

• completion of project financing and launch of the Company's Tulu Kapi Project, including the legal and professional fees of the Company and its banks, preparation of the community, site and district security installation and administrative costs of satisfying the remaining conditions for the project finance package;
• settling current liabilities and advances to strengthen the Company's balance sheet ahead of the proposed Tulu Kapi Project development and anticipated issuance of a number of exploration licence applications in Ethiopia; and
• general working capital purposes.

The Company expects the Tulu Kapi Project's Major Works to launch in early 2025 following the signing of detailed definitive documentation and satisfaction of the outstanding conditions precedent that are typical for a transaction of this nature.

Placing Agreement and issue of the Broker Warrants

Tavira is acting as the broker to the Placing (the "Broker"). The Company has appointed Tavira as its agent pursuant to the terms of a placing agreement executed on 2 December 2024 (the "Placing Agreement").

The Company has agreed to pay the Broker certain commissions and fees, some of which will be satisfied through the grant of 68,796,818 warrants over Ordinary Shares (the "Broker Warrants"). Each Broker Warrant will entitle the Broker to subscribe for one new Ordinary Share at a price of 0.55 pence per Ordinary Share, exercisable for a period of three years from the date of Second Admission.

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Conditional Remuneration Issue to Director and PDMR and Advisers for the settlement of debt and accrued fees

The number of Conditional Remuneration Shares to be issued to the relevant Director and the relevant person discharging managerial responsibilities ("PDMR") and their resulting shareholdings are set out below:

Name	Number of	Number of	Number of	Value of
	existing ordinary	Conditional	Ordinary Shares	Conditional
	shares	Remuneration	held on	Remuneration
	in the	Shares	Second	Shares
	Company		Admission	(£)
John Leach (Finance	61,978,123	45,454,545	107,432,668	250,000
Director)
Eddy Solbrandt (Chief
Operating Officer)	82,054,572	56,788,636	138,843,208	312,337
Total Conditional
Remuneration Shares	144,032,695	102,243,181	246,275,876	562,337

The Directors will receive a portion of the Conditional Remuneration Shares through consultancy companies in which they have a stake.

In addition, 42,545,454 Conditional Remuneration Shares, with a total value of £234,000, will be issued at the Placing Price to certain key advisers to the Company in consideration for their services to support various value-adding initiatives for the Tulu Kapi Project.

Related party transaction disclosures

The participation in the Conditional Remuneration Issue by Finance Director John Leach and Chief Operating Officer Eddy Solbrandt, is being treated as a related party transaction under AIM Rule 13 of the AIM Rules. Alistair Clark, Harry Anagnostaras Adams, Addis Alemayehou and Richard Robinson, being the Directors independent of the Conditional Remuneration Issue, consider after having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, that the terms of the Conditional Remuneration Issue are fair and reasonable in so far as the Shareholders are concerned.

Notice of General Meeting

You will find at the end of this document a notice convening the General Meeting to be held at 49 Pennant Avenue, Denistone East 2112, NSW, Australia on 2 January 2025 at 12:00 p.m. (AEDT) to consider and, if thought appropriate, to approve:

• the allotment and issue and the disapplication of pre-emption rights in connection with the issue of: o the Conditional Placing Shares;
  o the Conditional Subscription Shares;
  o the Conditional Remuneration Shares; and o the Broker Warrants.
• the issue and the disapplication of pre-emption rights in connection with the issue of additional options within the rules of the Company's long-standing employee incentive options plan, including the provision that the total of incentive options on issue does not exceed 10% of the Company's issued share capital immediately following Second Admission; and
• the issue and the disapplication of pre-emption rights in connection with the issue of Ordinary Shares representing up to 20% of the Company's issued share capital immediately following Second Admission to new and existing Shareholders, such authority to be available for future share issuances up to the Company's annual general meeting in 2025 or 30 September 2025, whichever is the earliest.

Action to be taken in respect of the General Meeting

You can vote in respect of your shareholding by attending the General Meeting or by appointing one or more proxies to attend the General Meeting and vote on your behalf. If you appoint a proxy, you may still attend and vote at the General Meeting in person should you decide to do so.

Whether or not you propose to attend the General Meeting in person, you are requested to appoint a proxy who will be able to vote for you if you are prevented from attending.

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