Besra Gold Announces Meeting Resolutions Pursuant to Requisition Notice

Rhea-AI Summary

Besra Gold (OTC: BESAF) says its board accepted a shareholder requisition under Section 143 of the Canada Business Corporations Act and disclosed proposed resolutions to be voted at a Special Meeting on 16 June 2026 EDT / 17 June 2026 AWST.

Resolutions seek removal of Matthew Greentree, appointment of Peter Crooks and Matthew Antill, and new shareholder controls and quarterly disclosure requirements related to the Gold Purchase Agreement (GPA)/b) with Quantum Metal Recovery Inc (QMRI).Further meeting details, voting instructions and a management information circular will be provided to shareholders of record in advance; shareholders need take no action now.

Positive

• Board validated requisition under Section 143 (Canada Business Corporations Act)
• Special Meeting scheduled for 16 Jun 2026 EDT / 17 Jun 2026 AWST
• Proposed director appointments: Peter Crooks and Matthew Antill

Negative

• Proposed removal of director Matthew Greentree
• Proposed GPA constraints could limit Board financing flexibility without majority vote
• Proposed mandatory quarterly disclosure on QMRI financials and holdings

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Perth, Western Australia--(Newsfile Corp. - March 25, 2026) - Besra Gold Inc. (ASX: BEZ) (the Company) announces that, further to its news release on 20 March 2026, the Company's board of directors (the Board) provides information on the proposed resolutions set out in a requisition notice received from Mr. Ron Mehmet on 2 March 2026 (the Requisition Notice), which the Board determined constitutes a valid shareholder requisition under Section 143 of the Canada Business Corporations Act.

The Requisition Notice includes the following proposed resolutions to be considered at a special meeting of shareholders (the Special Meeting):

1. Resolution 1 - Remove Mr Matthew Greentree as Director of the Company with effect from the close of the meeting.

2. Resolution 2 - Appoint Mr Peter Crooks as Director of the Company with effect from the close of the meeting.

3. Resolution 3 - Appoint Mr Matthew Antill as Director of the Company with effect from the close of the meeting.

4. Resolution 4 - with reference to the Gold Purchase Agreement ('GPA') signed between the Company and Quantum Metal Recovery Inc ('QMRI') dated 8 May 2023.

a) The Company cannot undertake any alterations or seek alternate funding solutions to the GPA without a majority vote of security holders.

b) The Board must provide continuous disclosure, or at least on a quarterly basis, to its shareholders as to QMRI ability to meet its obligations under the GPA and provide audited financial statements to justify the disclosure.

c) The Board must provide continuous disclosure or at least quarterly to its shareholders as to QMRI shareholdings under the GPA. Providing the corporation names and details of each direct/indirect holding and the number of securities held.

d) The Board must request from QMRI the disclosure of all the Associates of QMRI involved in the GPA.

The Special Meeting will be held on 16 June 2026 at 10:00 p.m. (Canadian Eastern Daylight Time)/ 17 June 2026 at 9:00 a.m. (Australian Western Standard Time).

Further details about the Special Meeting, the matters to be presented, and how to vote will be made available to shareholders in advance of the Special Meeting, including in a management information circular to be mailed to shareholders of record as of the record date. Shareholders are not required to take any action at this time in respect of the Special Meeting.

This announcement has been authorised for release by the Board of Directors

For more information please contact:

Investors:
John Blake
Non-Executive Chairman 
info@besra.com

Media:
Nicholas Read / Kate Bell 
Read Corporate
info@readcorporate.com.au

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289875

FAQ

When is Besra Gold (BESAF) holding the Special Meeting called under the requisition?

The Special Meeting is scheduled for 16 June 2026 at 10:00 p.m. EDT (16 June EDT) and 17 June 2026 at 9:00 a.m. AWST. According to the company, meeting logistics and voting materials will be mailed to shareholders of record.

What director changes does the BESAF requisition propose for the Special Meeting?

The requisition proposes to remove Matthew Greentree and appoint Peter Crooks and Matthew Antill effective at meeting close. According to the company, these are the specific resolutions set out in the requisition notice.

What are the proposed restrictions concerning the GPA with QMRI in the BESAF resolutions?

Resolutions would require a security-holder majority before altering the GPA or seeking alternate funding. According to the company, the requisition also seeks mandatory quarterly disclosure about QMRI obligations and audited financials.

Will BESAF shareholders need to act before the Special Meeting on June 16–17, 2026?

Shareholders are not required to take any action at this time. According to the company, voting instructions and a management information circular will be provided in advance to shareholders of record.

What disclosure about QMRI do the BESAF resolutions request from the Board?

The resolutions request quarterly disclosure of QMRI's ability to meet GPA obligations, audited financial statements, shareholdings details, and disclosure of QMRI associates. According to the company, these are specified in the requisition.

How did Besra Gold classify the requisition under corporate law for BESAF shareholders?

The Board determined the requisition constitutes a valid shareholder requisition under Section 143 of the Canada Business Corporations Act. According to the company, this validation triggers the Special Meeting process and disclosures.