Schedule One - Meantime Resources Plc

Meantime Resources Plc (the "Company")

3rd Floor

44 Esplanade

St Helier

Jersey

JE4 9WG

Channel Islands

Jersey

From admission to trading on AIM ("Admission"), the following website will include AIM Rule 26 disclosures.

www.meantimeresources.com

Upon Admission, the Company, which was incorporated in Jersey on 17 June 2026, will be an investing company for the purposes of the AIM Rules. The Company has been established with the ultimate objective of creating value for its investors through the acquisition, development and operation of assets in the mining sector. The Company's acquisition strategy will be primarily focused on precious and base metals assets across the full life-cycle of a mine with its initial focus on more established mining jurisdictions within Europe, the Middle East, Africa and Central Asia.

The Company does not currently own any trading businesses or operational assets but does have two trading business subsidiaries, neither of which have traded or generated revenue to date. The Company expects to achieve its investment objectives and strategy and deliver capital appreciation by undertaking an acquisition (the "Acquisition") which will result in the Company becoming an operating company, at which point its Investing Policy will cease to apply.

The Directors intend to pursue Admission in order to give the Company a higher profile and better access to capital and an institutional investor base than if it were an unquoted company. The Directors may use Ordinary Shares (as defined below) as consideration (in whole or in part) for acquisitions which could give the Company a competitive advantage over other potential acquirors who can only offer cash and/or illiquid equity. The profile and corporate governance of an AIM-quoted company should furthermore enhance the Company's reputation with potential Acquisition targets.

Investing Policy:

Sector focus: The Company intends that the Acquisition will focus on precious and base metals assets, with a primary focus on gold and associated metals occurring within the same deposit or mineralised system, which may include base metals.

Asset stage:  The Company intends that the Acquisition will comprise operating assets or development-stage assets with identified mineral resources that provide a credible pathway to operational cashflow within a five-year time horizon. Indicatively, this may involve a project development period of approximately two to three years, including evaluation and engineering studies, followed by an indicative construction period of approximately two years. In exceptional circumstances, the Company may also consider early-stage exploration opportunities where there is a compelling opportunity to create value within a reasonable timeframe. Such early stage opportunities are not expected to be the object of the initial Acquisition but may be considered subsequently to build out a pipeline of projects, or where they have direct synergies with a core asset.

Geographic focus: The Company's geographic focus will be on assets located in jurisdictions that the Directors consider to be more established mining jurisdictions within Europe, Middle East, Africa and Central Asia. The Directors and management have experience across many of these jurisdictions, making them the preferred jurisdictions where the management team can leverage its experience and networks. The Company may, however, consider investment opportunities outside this primary geographic focus where the Directors believe that a compelling opportunity has arisen. Priority countries for the Acquisition may include, within Europe and the Middle East, countries within Scandinavia and Central and Western Europe and Saudi Arabia and, within Africa and Central Asia, Cote d'Ivoire, Senegal, Guinea and Kazakhstan.

Proposed investment targets and control thereof: The Company intends to complete the Acquisition and become an operating company, as defined by the AIM Rules for Companies, within 18 months of Admission. The Acquisition, which would result in the Company becoming an operating company, may comprise direct or indirect acquisitions of controlling interests or minority interests with a commercially viable pathway to obtaining control in producing and/or non-producing development assets with a maiden resource in precious and base metals. This could be structured as a direct acquisition of an asset or of an equity position in quoted or unquoted companies, partnerships or incorporated or unincorporated joint ventures but only where the Company will be the sole operator.

Control of investments and spread of investments:  Once suitable assets to comprise the Acquisition have been identified, it is anticipated that the Company will acquire, directly or indirectly, one or more assets which will provide the Company with a controlling interest in the relevant target company or business. The Company will, in the first instance, look to complete an Acquisition which gives it a controlling interest in the relevant target investment opportunity. However, the acquisition of a non-controlling interest may be considered where deemed suitably attractive, where the Company will become the operator immediately on Acquisition and if there is a commercially viable route to acquiring a controlling interest over time. The Acquisition may comprise a single asset or business, or a number of related assets acquired as part of a single transaction. Following completion of the Acquisition, the Company may seek to broaden its portfolio through further acquisitions where the Directors consider this to be in the best interests of the Company and its Shareholders.

Investment size and leverage: When making the Acquisition the Company places no limitation on the size of the investment it seeks to make. However, given the nature of the assets the Company seeks to acquire, the Company envisages a total investment size of up to US$1 billion including acquisition costs and capital expenditure. The Company and any financiers may utilise equity, debt, streaming, royalty, or prepayment/offtake financing or other forms of finance to fund the Acquisition. The debt facilities may include, although may not be limited to, a combination of acquisition finance, stream finance, revolving style credit facilities and/or convertible loan style facilities. The Directors believe that utilising leverage will enable the Company to make larger acquisitions and may enhance shareholder returns. Furthermore, access to debt facilities will reduce the Company's reliance on equity markets as its only source of external capital. From Admission there is no limit on the Directors' ability to borrow or incur indebtedness.

Nature of returns: It is anticipated that any returns to Shareholders will be delivered through an appreciation in the Company's share price. The Company's current intention ahead of the Acquisition as regards distributions is to retain any earnings for its further operations, per the Company's dividend policy.

Number of ordinary shares of no par value each in the share capital of the Company ("Ordinary Shares") to be admitted: TBC

Issue price per ordinary share: TBC

No Ordinary Shares will be held in treasury.

The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them, save for customary IPO lock-in agreements in accordance with AIM Rule 7 and customary overseas securities law requirements.

The proposed placing by the Company will include Ordinary Shares and warrants ("Warrants") on the basis of one Warrant per Ordinary Share subscribed for. The Warrants will be held privately in certificated form and will not be admitted to trading on AIM or any other stock exchange but will be transferable via private transactions subject to notifying the Registrar on behalf of the Company.

Capital to be raised on Admission: TBC

Anticipated market capitalisation on Admission: TBC

TBC

None

N

Martyn Konig - Non-Executive Chairman

Martin Horgan - Chief Executive Officer

Laurence Douglas Marsland - Independent Non-Executive Director

Hendrik Johannes (Johan) Christoffel Ferreira - Independent Non-Executive Director

Not applicable (except as disclosed in the admission document)

i)          31 March

ii)         N/A - No historical financial information

iii)         Audited accounts for the period 17 June 2026 (incorporation) to 31 March 2027 by 30 September 2027; unaudited interim accounts for the period 31 March 2027 to 30 September 2027 by 31 December 2027; audited accounts for the period 01 April 2027 to 31 March 2028 by 30 September 2028

Mid-October 2026

Joh. Berenberg, Gossler & Co KG, London Branch

60 Threadneedle Street

London

EC2R 8HP

Joh. Berenberg, Gossler & Co KG, London Branch

60 Threadneedle Street

London

EC2R 8HP

29 September 2026

New