Posting of Circular regarding General Meeting

 

TIDMAR. 
 
RNS Number : 1016F 
Archipelago Resources PLC 
06 January 2010 
 

 
 
ARCHIPELAGO RESOURCES PLC 
Posting of Notice to Shareholders regarding General Meeting 
 
 
Following the announcement on the 5th January 2010 regarding the mandating of 
three banks in connection with the provision of project finance for the Toka 
Tindung Gold Project, Archipelago proposes to call a General Meeting of 
Shareholders to seek authority to allot additional shares for working capital 
purposes and also in connection with a proposed dual listing on the Australian 
Stock Exchange. 
The full text of the notice is reproduced below and will be available from the 
Company's website www.archipelagoresources.com.au 
 
 
+----------+----------------------------------------------+ 
| Further  | Colin Loosemore, Managing Director,          | 
| Info:    | Archipelago Resources Plc.                   | 
+----------+----------------------------------------------+ 
|          | Tel: [phone]                        | 
+----------+----------------------------------------------+ 
|          | Ron Marshman / John Greenhalgh, Lothbury     | 
|          | Financial                                    | 
+----------+----------------------------------------------+ 
|          | Tel: [phone]                           | 
+----------+----------------------------------------------+ 
|          | Gerry Beaney / Fiona Kindness, Grant         | 
|          | Thornton Corporate Finance                   | 
+----------+----------------------------------------------+ 
|          | Tel: [phone]                           | 
+----------+----------------------------------------------+ 
www.archipelagoresources.com.au 
 
 
 
 
 
 
 
 
 
 
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains 
the Resolutions to be voted on at a General Meeting of Archipelago Resources Plc 
("Archipelago" or the "Company") to be held on 25 January 2010. If you are in 
any doubt as to the action you should take, you are recommended to seek your own 
personal financial advice from an independent financial adviser authorised under 
the Financial Services and Markets Act 2000 (as amended). 
If you have sold or transferred all your ordinary shares of 1p each in the 
Company ("Ordinary Shares"), please send this document and the accompanying form 
of proxy (the "Form of Proxy") for use in relation to the General Meeting of the 
Company (the "General Meeting" or "GM") to the purchaser or transferee or 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 some of your Ordinary Shares you should consult with the 
stockbroker, bank or other agent through whom the sale or transfer was effected. 
The Directors, whose names appear below, accept responsibility for the contents 
of this document. To the best of the knowledge and belief of the Directors (who 
have taken all reasonable care to ensure that such is the case), the contents of 
this document are in accordance with the facts and do not omit anything likely 
to affect the import of such contents. 
The document does not constitute an offer or invitation to you or to the public 
to subscribe for or purchase any Ordinary Shares or other transferable 
securities. 
_______________________________________________________________________________ 
____ 
ARCHIPELAGO RESOURCES PLC 
(Incorporated in England & Wales under the Companies 
Act 1985 with Registered Number 4425340) 
NOTICE OF GENERAL MEETING 
INCREASE OF AUTHORITIES TO ISSUE SECURITIES 
AND 
ADOPTION OF NEW ARTICLES OF ASSOCIATION 
Your attention is drawn to the letter from the Chairman of the Company which is 
set out in this document and which recommends you vote in favour of the 
resolutions to be proposed at the GM referred to below. 
The notice of General Meeting to be held at 9.00 a.m. on 25 January 2010 at the 
offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU, is set 
out at the end of this document (the "Notice of General Meeting"). The Form of 
Proxy is for use in connection with the GM and should be completed by the 
holders of Ordinary Shares (the "Shareholders") and returned as soon as possible 
but, in any event, so as to be received by the Company's registrars, Share 
Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey 
GU9 7LL by no later than 9.00 a.m. on 21 January 2010. Completion and return of 
a Form of Proxy will not preclude Shareholders from attending and voting at the 
GM should they so wish. 
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 and/or the accompanying Form of Proxy comes should inform themselves 
about and observe such restrictions. Any failure to comply with such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction 
 
ARCHIPELAGO RESOURCES PLC 
(Incorporated in England & Wales under the 
Companies Act 1985 with Registered Number 4425340) 
 
 
+--------------------------------------+------------------------+-----------------+ 
| Directors:                           |                        | Registered      | 
|                                      |                        | Office:         | 
+--------------------------------------+------------------------+-----------------+ 
| John Colin Loosemore (Managing       |                        | 22 Melton       | 
| Director)                            |                        | Street          | 
| Michael Norman Arnett (Non           |                        | London          | 
| Executive)                           |                        | NW1 2BW         | 
| Patrick Alexander (Non Executive)    |                        |                 | 
| Jeremy Ayre (Non Executive)          |                        |                 | 
|                                      |                        |                 | 
+--------------------------------------+------------------------+-----------------+ 
To the holders of Ordinary Shares and for information only, holders of options 
under the Archipelago Resources plc 2002 Unapproved Share Option Scheme and RMB 
Resources Limited. 
6 January 2010 
Dear Shareholder 
1.    General Meeting 
This document is being sent to you in connection with a proposed increase of the 
Directors' authorities to issue securities, including Ordinary Shares, together 
with a disapplication of pre-emption rights under the Companies Act 2006 (the 
"Act") and the adoption of new articles of association (the "New Articles"). 
This document explains why the Company is seeking to increase its authorities 
and adopt the New Articles and provides you with information to enable you to 
exercise your vote at the forthcoming General Meeting to be held on 25 January 
2010 at 9.00 a.m. at the offices of Lawrence Graham LLP, 4 More London 
Riverside, London SE1 2AU, notice of which is set out at the end of this 
document. 
2.    Background information on the Company 
On 6th October 2009 the Company announced that it had obtained the support of 
the Provincial Government of North Sulawesi for development of the Toka Tindung 
Gold Project in North Sulawesi, Indonesia (the "Project") and decrees from the 
Environment Minister formally approving the Project's AMDAL's (environmental 
impact statements).  Construction activities have been resumed and a 
construction contractor appointed with first gold production targeted for 4th 
quarter 2010. 
 
 
On 5 January 2010 the Company announced that it had selected a syndicate of 3 
banks to provide a project finance facility of US$60m together with a US$10m 
cost overrun facility (the "Syndicated Facility"). As part of this facility it 
is currently proposed that the Company purchase put options to provide a partial 
floor price to protect the bank loan while leaving the Project fully exposed to 
any increase in the gold price. 
 
 
In addition to securing the debt finance described above, the Company proposes 
to raise working capital by way of a private placing of new Ordinary Shares to 
institutional investors in the UK and Australia (the "Placing"). The proceeds of 
the Placing will be used to allow construction of the Project to continue 
pending drawdown under the Syndicated Facility, meet any equity contributions 
that might be required, contribute to the funding of put options and provide an 
adequate level of corporate working capital. 
 
 
In addition, the Company is proposing to seek during the first half of 2010, a 
dual listing on the ASX in recognition of:- 
 
 
1.    the relative illiquidity of the AIM market for junior mining companies 
given the shortcomings of the 'AIM market making system' compared to certain 
'market driven' foreign markets; 
2.    the strong interest in the Australian market for junior gold miners with 
substantive production; 
3.    the limited number of peers in the Australian market; and 
4.    the potential to attract a large number of private as well as 
institutional investors. 
The ASX Listing Rules require that all companies admitted to the Official List 
of the ASX must have a minimum shareholder base of 400 shareholders. At present 
the Company currently has approximately 230 shareholders that comply with the 
ASX minimum parcel size requirement of $2,000 in value of shares held. 
Therefore, in order for the Company to comply with the ASX requirements for dual 
listing it will need to undertake a further placing in Australia to attract not 
less than approximately 170 new shareholders (the "Compliance Placing"). It is 
envisaged by the Board that the Compliance Placing will be undertaken in March 
and will be made primarily to private investors. 
3.    Directors' authorities to issue securities and disapply pre-emption rights 
The Company currently does not have sufficient authorities in place under 
section 551 and section 570 of the Act to undertake the Placing or the 
Compliance Placing. Therefore, in addition to the authorities granted at the 
annual general meeting of the Company held on 10 July 2009, the Directors are 
seeking authority to allot up to an additional 80,000,000 Ordinary Shares 
(representing approximately 20.5% of the current issued share capital of the 
Company) and the corresponding disapplication of pre-emption rights. Further 
information regarding the resolutions to be proposed at the General Meeting are 
set out at paragraph 5 of this document. 
4.    Adoption of New Articles and amendment to the Company's memorandum 
As a consequence of certain provisions in the Act which came into force on 1 
October 2009, the Directors propose that new articles of association should be 
adopted which reflect the provisions of the 2006 Act.  The New Articles will 
also contain additional provisions in order that the Company complies with the 
requirements of the ASX Listing Rules.  A summary of what the Directors regard 
as the key provisions of the New Articles is set out at Appendix 1 to this 
document. 
The provisions governing the operations of the Company are currently set out in 
its memorandum of association (the "Memorandum") and articles of association. 
Since 1 October 2009 the Act provides that the objects clause and all other 
provisions in the Memorandum including a company's authorised share capital are 
treated as part of a company's articles of association. However, the Company can 
remove these provisions by special resolution and unless the Company provides 
otherwise the Company's objects will be unrestricted. The Company is proposing 
to remove its objects clause together with all other provisions of its 
Memorandum which, by virtue of the Act, are treated as forming part of the 
Company's articles of association including the Company's authorized share 
capital requirements. Although the Company will no longer have authorised share 
capital the Directors will still be limited as to the amount of Ordinary Shares 
that they can allot at any time because allotment authority continues to be 
required under the Act, save in respect of employee share schemes. 
5.    Resolutions 
The resolutions to be proposed at the General Meeting are set out in the Notice 
of General Meeting at the end of this document (the "Resolutions"). The 
Resolutions will be proposed as follows: 
Resolution 1 will be proposed as a special resolution to adopt the New Articles 
in place of the current articles of association. 
Conditional upon the passing of Resolution 1, Resolution 2 will be proposed as 
an ordinary resolution to authorise the Directors pursuant to section 551 of the 
Act to allot generally Ordinary Shares or grant rights to subscribe for or 
convert any securities into Ordinary Shares up to an aggregate nominal amount of 
GBP800,000. 
This authority will expire five years from the date of the passing of such 
resolution. 
Conditional upon the passing of Resolutions 1 and 2, Resolution 3 will be 
proposed as a special resolution to empower the Directors pursuant to section 
570 of the Act to allot equity securities (as defined within the Act) for cash 
otherwise on a pro rata basis up to an aggregate nominal amount of GBP800,000. 
This authority will expire five years from the date of the passing of such 
resolution. 
Section 551 and 570 of the Act came into force on 1 October 2009 and replaced 
the provisions of section 80 and section 95 of the Companies Act 1985 which 
previously dealt with circumstances where directors may be generally granted 
authority to allot shares and empowered to disapply pre-emption rights. 
The Notice of General Meeting is contained at the end of this document and sets 
out the Resolutions in full. The GM is to be held at the offices of Lawrence 
Graham LLP at 4 More London Riverside, London SE1 2AU at 9.00 a.m. on 25 January 
2010. 
6.    Action to be taken 
Enclosed with this document is a Form of Proxy for use at the General Meeting. 
Whether or not you intend to be present at the meeting, you are requested to 
complete and return the Form of Proxy to the Company's Registrars, Share 
Registrars Limited by post at Suite E, First Floor, 9 Lion and Lamb Yard, 
Farnham, Surrey GU9 7LL, or by fax on 01252 719232, so as to be received as soon 
as possible and in any event not later than 9.00 a.m. on 21 January 2010. 
Completion and return of a Form of Proxy will not preclude you from attending 
the GM and voting in person should you so wish. 
7.    Expected timetable 
Latest time and date for receipt of Forms of Proxy    9.00 a.m. on 21 January 
2010. 
Time and date of General Meeting     9.00 a.m. on 25 January 2010. 
8.    Recommendation 
The Directors consider that the Resolutions are in the best interests of the 
Company and its Shareholders as a whole and accordingly recommend that the 
Shareholders vote in favour of the Resolutions, as they intend to do in respect 
of their own holdings and interests beneficially held by them amounting to 
24,345,825 Ordinary Shares (representing approximately 6.2% of the current 
issued share capital of the Company). 
Yours faithfully 
 
 
 
 
John Colin Loosemore 
Managing Director 
  APPENDIX 1 - THE NEW ARTICLES 
 
 
The Companies Act 2006 (the "2006 Act") which replaced the Companies Act 1985 
(the "1985 Act") was implemented in stages and is now fully in force. The 
Company is adopting new articles of association (the "New Articles") which will 
reflect the changes in company law brought about by the provisions of the Act 
which came into force on 1 October 2009. The Articles also include new 
provisions required under the ASX Listing Rules as well as some other 
modernising and clarifcatory amendments. Set out below is a summary of the 
principal changes. 
1. The Company's objects 
The 2006 Act significantly reduces the constitutional significance of a 
company's memorandum. The provisions governing the operations of the Company are 
currently set out in both its memorandum of association and its articles of 
association. Under the 2006 Act, the memorandum no longer contains an objects 
clause and simply records the names of the subscribers and the number of shares 
which each subscriber agreed to take in the Company. Under section 28 of the 
2006 Act, the objects clause and all other provisions in the memorandum are 
treated as part of the articles with effect from 1 October 2009 but the Company 
can remove these provisions by special resolution. Unless the articles provide 
otherwise, the Company's objects will be unrestricted. The Company is proposing 
to remove its objects clause together with all other provisions of its 
memorandum which, by virtue of the 2006 Act, are treated as forming part of the 
Company's articles of association as of 1 October 2009. Resolution 1 confirms 
the removal of these provisions and adopts the New Articles. 
 
 
2. Limited liability 
 
 
Under the 2006 Act, the memorandum of association no longer contains a clause 
stating that the liability of the members of a company is limited. For existing 
companies, this statement is automatically treated as having moved into the 
articles on 1 October 2009. As noted in paragraph 1 above, Resolution 1 confirms 
the removal, from the Company's articles of association, of the provisions of 
the Company's memorandum of association which are treated as forming part of the 
Company's articles of association by virtue of section 28 of the 2006 Act, which 
includes the statement of limited liability. An explicit statement of the 
members' limited liability is therefore included in the New Articles. 
 
 
3. Authorised share capital and unissued shares 
 
 
The 2006 Act abolishes the concept of authorised share capital and under the 
2006 Act, the memorandum of association no longer contains a statement of the 
Company's authorised share capital. For existing companies, this statement is 
deemed to be a provision of the Company's articles of association setting out 
the maximum amount of shares that may be allotted by the Company. The adoption 
of the New Articles by the Company will have the effect of removing this 
provision relating to the maximum amount. Directors will still need to obtain 
the usual shareholders' authorisation in order to allot shares, except in 
respect of employee share schemes. 
 
 
References to authorised share capital and to unissued shares have therefore 
been removed from the New Articles. 
 
 
4. Redeemable shares 
 
 
Under the 2006 Act, the articles of association need not include the terms on 
which redeemable shares may be redeemed. The directors may determine the terms, 
conditions and manner of redemption of redeemable shares provided they are 
authorised to do so by the New Articles. The New Articles contain such 
authorisation. The Company currently has no plans to issue redeemable shares but 
if it did so the directors would need shareholders' authority to issue new 
shares in the usual way. 
 
 
5. Authority to purchase own shares, consolidate and subdivide shares, and 
reduce share capital 
 
 
Under the 1985 Act, a company required specific authorisations in its articles 
of association to purchase its own shares, to consolidate or subdivide its 
shares and to reduce its share capital. Under the 2006 Act, public companies do 
not require specific authorisations in their articles of association to 
undertake these actions; but shareholder authority is still required. Amendments 
have been made to the New Articles to reflect these changes. 
 
 
 
 
6. The seal 
 
 
The New Articles provide that instruments (other than share certificates) to 
which the seal is affixed shall be validly signed by one authorised person in 
the presence of a witness, whereas previously the requirement was for signature 
by two authorised persons or by a director in the presence of a witness. 
 
 
7. Change of name 
 
 
Under the 1985 Act, a company could only change its name by special resolution. 
Under the 2006 Act a company is able to change its name by other means provided 
for by its articles. To take advantage of this provision, the New Articles 
enable the directors to pass a resolution to change the Company's name. 
 
 
8. ASX Listing Rules 
 
 
The New Articles also incorporate the provisions of Appendix 15A of the ASX 
Listing Rules. These provisions will automatically come into force if the 
Company is admitted to the Official List of ASX. Appendix 15A of the Listing 
Rules states that notwithstanding anything contained in the New Articles, if the 
ASX Listing Rules: 
(a) require/prohibit an act to be done, authority is given for that act to be 
done/not to be done; 
(b) require the New Articles to contain/not to contain a provision and the New 
Articles do not/do contain that provision, the New Articles will be treated as 
containing/not containing that provision; and 
(c) are inconsistent with any provision of the New Articles, the New Articles 
will be deemed not to contain that provision to the extent of that 
inconsistency. 
 
 
  ARCHIPELAGO RESOURCES PLC 
(Registered Number: 4425340) 
NOTICE OF GENERAL MEETING 
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the above named Company will be 
held at the offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 
2AU on 25 January 2010 at 9.00 a.m. for the purpose of considering and if 
thought fit passing the following resolutions which in the case of Resolution 1 
and 3 will be proposed as special resolutions and in the case of Resolution 2 
will be proposed as an ordinary resolution. 
 
 
SPECIAL RESOLUTION 
1.THAT, 
(a) the articles of association of the Company be amended by deleting all the 
provisions formerly in the Company's memorandum of association which, by virtue 
of section 28 of the Companies Act 2006 (the "Act"), are treated as provisions 
of the Company's articles of association; and 
(b) the articles of association produced to the meeting and initialled by the 
chairman of the meeting for the purposes of identification, be adopted as the 
new articles of association of the Company, in substitution for, and to the 
exclusion of, the existing articles of association. 
ORDINARY RESOLUTION 
2.THAT (subject to the passing of resolution 1 above), in addition to the 
existing authorities, and in accordance with section 551 of the Act the 
directors be and they are hereby generally and unconditionally authorized to 
allot shares in the Company or grant rights to subscribe for or convert any 
securities into shares ("Rights") up to an aggregate nominal amount of 
GBP800,000 and such power shall expire (unless previously revoked, varied or 
extended by the Company at a general meeting) five years after the passing of 
this resolution save that the Company may before such expiry make an offer or 
agreement which would or might require shares or Rights to be granted in 
pursuance of such offer or agreement as if the power conferred hereby had not 
expired. 
SPECIAL RESOLUTION 
3.    THAT (subject to the passing of resolutions 1 and 2 above), in addition to 
the existing authorities, the directors be and they are hereby empowered to 
allot equity securities (as defined in section 560 of the Act) for cash pursuant 
to the authority conferred by the previous resolution as if section 561(1) of 
the Act did not apply to any such allotment, provided that this power shall be 
limited to the allotment of equity securities up to an aggregate nominal amount 
of GBP800,000 and such power shall expire (unless previously revoked, varied or 
extended by the Company at a general meeting) five years after the passing of 
this resolution save that the Company may before such expiry make an offer or 
agreement which would or might require such equity securities to be granted in 
pursuance of such offer or agreement as if the power conferred hereby had not 
expired. 
 
 
Dated 6 January 2010 
 
 
+--------------------------------------+----------------------------------------+ 
| Registered Office:                   |                  By Order of the Board | 
+--------------------------------------+----------------------------------------+ 
| 22 Melton Street                     |                              Secretary | 
| London NW1 2BW                       |   Cargil Management Services Limited   | 
|                                      |                                        | 
+--------------------------------------+----------------------------------------+ 
 
 
  NOTES: 
1.A member entitled to attend and vote at the above meeting convened by this 
notice is entitled to appoint one or more proxies to attend and vote and, on a 
poll, to vote instead of him or her. A proxy need not be a member of the Company 
but must attend the Meeting to represent you. 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. 
2.You may appoint more than one proxy provided each proxy is appointed to 
exercise rights attached to different shares. You may appoint more than one 
proxy to exercise rights attached to any one share. To appoint more than one 
proxy please contact Share Registrars Limited on 01252 821390. 
3.A Form of Proxy is enclosed. To be effective, the Form of Proxy, together with 
any power of attorney or other written authority under which it is signed, or a 
notarially certified copy or a certified copy in accordance with the Powers of 
Attorney Act 1971 of such power or written authority must be completed signed 
and to be valid the proxy must be duly executed and deposited with the Company 
at the offices of the Company's registrars, Share Registrars Limited, Suite E, 
First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or returned by fax on 
01252 719232 not later than 9.00 a.m. on 21 January 2010. 
4.Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 to 
be entitled to attend and vote at the meeting (and for the purposes of the 
determination by the Company of the number of votes they may cast), members must 
be entered on the Company's register of members by close of business on 23 
January 2010 or, in the event that the meeting is adjourned, on the Register of 
Members of the Company not more than 48 hours before the time of any adjourned 
meeting, and only such members shall be entitled to attend and vote at the 
meeting in respect of the number of shares registered in their name at that 
time. Changes to entries on the Register of Members after close of business on 
23 January 2010 or, in the event that the meeting is adjourned, not more than 48 
hours before the time of any adjourned meeting, shall be disregarded in 
determining the rights of any person to attend and vote at the meeting. 
5.In the case of joint holders, the vote of the senior who tenders a vote, 
whether in person or by proxy, will be accepted to the exclusion of the votes of 
any other joint holders. For these purposes, seniority shall be determined by 
the order in which the names stand in the register of members in respect of the 
joint holding. 
6.In the case of a corporation, the Form of Proxy must be executed under its 
common seal or signed on its behalf by a duty authorized attorney or duly 
authorized officer of the corporation. 
7.A vote withheld option is provided on the Form of Proxy to enable you to 
instruct your proxy not to vote on any particular resolution. However, it should 
be noted that a vote withheld in this way is not a "vote" in law and will not be 
counted in the calculation of the proportion of votes "For" and "Against" a 
resolution. 
8.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 (see above) also apply in relation to amended instructions; any 
amended proxy appointment received after the relevant cut-off time will be 
disregarded. Where you have appointed a proxy and would like to change the 
instructions using another hard-copy proxy form, please contact Share Registrars 
Limited. 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. 
9.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 Share Registrars Limited, Suite E, First Floor, 9 Lion and 
Lamb Yard, Farnham, Surrey GU9 7LL. In the case of a member which is a company, 
the revocation notice must be executed under its common seal or signed on its 
behalf by an officer of the company or an attorney for the company. 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. The revocation notice must be received by Share Registrars 
Limited no later than 21 January 2010 at 9.00 a.m. If you attempt to revoke your 
proxy appointment but the revocation is received after the time specified then, 
subject to the paragraph directly below, your proxy appointment will remain 
valid. If you attempt to revoke your proxy but the revocation is received after 
the time specified then, subject to paragraph 10 below, your proxy appointment 
will remain valid. 
10.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. 
11.As at 9.00 a.m. on 6 January 2010 the Company's issued share capital 
comprised 391,0109,334 ordinary shares of 1p each ("Ordinary Shares") each 
Ordinary Share carries the right to one vote at a general meeting of the Company 
and therefore the total number of voting rights in the Company as at 9.00 a.m. 
on 6 January 2010 is 391,0109,334. 
  FORM OF PROXY 
ARCHIPELAGO RESOURCES PLC 
(Registered Number: 4425340) 
For use at the General Meeting to be convened for 9.00 a.m., 25 January 2010 
 
 
I/We      __________________________________________ 
(BLOCK CAPITALS) 
 
 
of      __________________________________________ 
 
 
being (a) member(s) of the above named Company hereby appoint the Chairman of 
the Meeting or _______________________ (see Note 2) as my/our proxy to attend, 
speak and vote for me/us on my/our behalf at the Extraordinary General Meeting 
of the Company to be held at the offices of Lawrence Graham LLP, 4 More London 
Riverside, London on 25 January 2010 at 9.00 a.m. (the "Meeting") and at every 
adjournment thereof and I/we direct my/our proxy to vote as indicated below. 
 
 
+------------+--------------------------------------------+-------+---------+----------+ 
|            |                                            | For   | Against | Withheld | 
+------------+--------------------------------------------+-------+---------+----------+ 
| Resolution | To adopt the new articles of association   |       |         |          | 
| 1          |                                            |       |         |          | 
+------------+--------------------------------------------+-------+---------+----------+ 
| Resolution | General authority to authorise the         |       |         |          | 
| 2          | directors to allot ordinary shares         |       |         |          | 
+------------+--------------------------------------------+-------+---------+----------+ 
| Resolution | General authority to disapply statutory    |       |         |          | 
| 3          | pre-emption rights                         |       |         |          | 
+------------+--------------------------------------------+-------+---------+----------+ 
 
 
Please indicate with a cross in each appropriate box how you wish your votes to 
be cast on each resolution. Unless so instructed, your proxy will vote or 
abstain at his/her discretion, as he/she will on any other matter (including 
amendments to resolutions) which may properly come before the Meeting. This Form 
of Proxy will be used only in the event that a poll be directed or demanded. 
 
 
Signed: ____________________________________      Date: 
__________________________ 
(See Notes 5 and 7) 
 
 
Please tick here to indicate that this proxy instruction is in addition to a 
previous instruction. Otherwise it will overwrite any previous instruction. I/we 
would like my/our proxy to vote on the resolutions proposed at the Meeting as 
indicated on this form. Unless otherwise instructed the proxy may vote as he or 
she sees if t or abstain in relation to any business of the Meeting. 
 
 
Notes: 
 
 
  1.  A member entitled to attend and vote at the Meeting is also entitled to appoint 
  one or more proxies to attend, speak and vote instead of him. The proxy need not 
  be a member of the Company. A member may appoint more than one proxy in relation 
  to the Meeting, provided that each proxy is appointed to exercise the rights 
  attached to a different share or shares held by that member 
  2.  If you wish to appoint some other person as your proxy, please delete the words 
  'the Chairman of the Meeting or' and insert the full name of your proxy in the 
  space provided. 
  3.  If you wish you may appoint more than one proxy in relation to the Meeting, 
  provided that each proxy is appointed to exercise the rights attached to a 
  different share or shares held by that member. To appoint more than one proxy 
  please photocopy this form indicating on each copy the name of the proxy and the 
  number of shares in respect of which the proxy is appointed. All forms must be 
  signed and should be returned in the same envelope. 
  4.  To be valid, the completed Form of Proxy must be lodged with the Company's 
  Registrars not less than 48 hours before the time fixed for holding the Meeting. 
  5.  In the case of a corporation, the Form of Proxy should be signed under the 
  common seal or under the hand of a duly authorised officer or attorney. 
  6.  A proxy need not be a member of the Company. 
  7.  Any one of two or more joint holders may sign, or vote in person or by proxy, 
  but if more than one of the joint holders is present at the Meeting or 
  represented by proxy, only the holder whose name stands first in the Register of 
  Members shall be entitled to vote. 
  8.  Completion of this Form of Proxy will not prevent a member from attending the 
  Meeting and voting in person should he/she so wish. 
  9.  Any alterations made to this Form of Proxy should be initialled. 
  10.  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 48 hours 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. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCVQLBBBFFLBBK