MNT Minmet

    


Minmet plc



Minmet plc

NOTICE OF RECONVENING OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the adjourned Extraordinary General Meeting of
Minmet Public Limited Company (the "Company") held in London on 11 April 2008
will reconvene at 12:00 noon at the Elgin Room, The Burlington, Upper Leeson
Street, Dublin 4, for the purposes of considering and, if thought fit, passing,
the following Resolutions which will be proposed as Ordinary Resolutions:

Ordinary Business

1. That the Directors of the Company shall furnish to the Members of the Company
answers in writing to each and all of the following questions:-

a. What was the rationale behind paying Carbon $4.35m prior to shareholder
approval for such a substantial deal?

b. What was the rationale behind agreeing an $87.5m valuation on a set of high
risk licences which have been available for farm-in for years with little
interest shown? What evidence is there for such a valuation?

c. What, if any, connection is there between Carbon and members of the board or
major shareholders in Minmet?

d. Why has Minmet handed a returnable deposit of $4.35m to a company which
clearly is unable to return it immediately, other than in hugely over-valued
shares? (See also question K).

e. What has happened to the $4.35m? What was it to be used for and has it been
spent? If so, on what?

f. What security did the board ask for in return for the $4.35m loan?

g. Who are the registered and beneficial owners of Charms Investments Limited
("CIL") and what, if any, connection is there between CIL and members of the
board or major shareholders in Minmet?

h. Who are the registered and beneficial owners of Westcoast Group and what, if
any connection is there between Westcoast and members of the board or major
shareholders in Minmet?

i. Who are the registered and beneficial owners of Tucumcari Exploration LLC and
what, if any, connection is there between TUCX and members of the board or major
shareholders in Minmet?

j. What is the connection between Carbon and Tucumcari and why is one party
willing to undertake the liabilities of the other?

k. How much was paid by CIL/TIL/TUCX for the Tucumcari asset when it was
acquired?

l. Why did Minmet advance $6m to TIL by way of a returnable deposit of 10
October 2007 when it had no apparent direct interest in Tucumcari at that time?
How was this to benefit to Minmet shareholders.

m. Why was the loan not announced to the market on 10 October, particularly
since it was a related party transaction and involved a large portion of
Minmet's liquid funds?

n. Should the reverse takeover not be approved by shareholders, what
obligations, if any, are Minmet contracted to fulfil? Are there any financial
implications that Minmet shareholders will face should they wish to reject the
option of purchasing a greater interest?

o. Why is Minmet funding the entire cash spending on the Tucumcari asset when it
only owns 25%.

p. How is it in Minmet's interest to fund all spending on an asset in order to
increase its value to the seller of the remaining 75% when vested back into
Minmet?

q. How much is Minmet further committed to spending?

r. Should Minmet not invoke its option to acquire 75% of Tucumcari, is there any
reason to believe that all loans will not be immediately repaid by TIL?

s. What due diligence has been performed to establish the value of Tucumcari so
that its suitability as security over the loans could be assessed?

t. How has the $2.75m and $6m been spent? Who are the technical team supporting
TUCX and who controls the budget that they have?

u. Why is the reverse takeover being proposed at such a narrow discount (25%) to
a subjective NPV whilst Minmet shares are being valued at a market price rather
than a highly transparent NAV?

v. Having committed such large loans on the Tucumcari asset, why is it only now
that a Competent Person Report is being prepared? Should this have happened
before any funds were advanced?

w. It appears that loans/payments/promises of $4.35m, $2.75m, $6m and $3m have
been given, representing a total of $16.1m which is the majority of Minmet's
cash balances. Why has none of this been announced to the market before now
since it is clearly material?

x. How much cash is left and how much is committed in total?

y. Why did the previous nominated advisors resign abruptly and what reasons, if
any, were given at the time or subsequently? In particular, what concerns did
IEX advisor and broker Davy expresses about concert party issues?

z. Since the entire board has changed since the last AGM, can you please specify
exactly who the current directors are and what roles they perform?

aa. What role does Julian Hamilton-Barnes, of GSC Solicitors, play at Minmet?
Why is he playing a central role at Minmet when he is not on the board?

bb. What interest does Leslie Greyling have in Minmet or any of the companies
that it has invested in? What links does he have to anyone connected to Minmet
and/or CIL?

cc. Of the loans made to the various companies named, has all of this money been
spent on the assets concerned or has any gone towards paying off debt that those
companies held on their balance sheet? Have any directors of Minmet or large
shareholders been the ultimate beneficiaries if that is the case?

dd. The announcement on 2 November 2007 gave details of the reversal of the Gold
Oil deal and details of how proceeds from share sales should be split. Of the
8,300,000 shares deposited with a broker by Gold Oil on Minmet's behalf, have
any of these shares been sold? If not, who currently holds the voting rights to
these shares in the event of an EGM being called?

ee. Why has this related party transaction, again involving Peter Maddocks, with
Crucial Plan Plc ("CPN") not been announced to the market and how can the Board
justify an investment in CPN as being of benefit to the shareholders of Minmet.

ff. Why is it the case that Minmet currently has no Irish resident director?

gg. Describe the sequence of transactions/private disposals which has lead to
Westcoast, Ridgelane and Mr Kevin Anderson each now holding precisely 31.4% of
Minmet?

hh. Please furnish us an up to date statement of Minmet's affairs detailing
current cash balances and identify the financial institutions at which they are
held.

2. That pending receipt of satisfactory answers to each and all of the questions
posed in the foregoing resolution number 1, the Directors of the Company shall
take no steps to convene or hold any general meeting of the Company to approve
or otherwise take any steps to implement the Tucumcari Option and/or the
acquisition by the Company of the whole issued share capital of Tucumcari
Exploration LLC, each as referred to in the Stock Exchange Announcement made by
the Company on 21 January 2008.

Original proxy forms issued for the meeting of 11 April 2008 remain valid for
the reconvening of this meeting on 23 May 2008. Notwithstanding this a new proxy
form is being issued to shareholders with this notice and where a new proxy is
submitted by a shareholder it shall be deemed to be a revocation of any earlier
proxy issued by that shareholder.

By order of the Board;

Denis Barrett
Secretary

Registered Office:      18 Fitzwilliam Place,
                        Dublin 2.                 14 May 2008

Note: A member entitled to attend and vote at the above meeting is entitled to
appoint a proxy (who need not be a member of the Company) to attend, speak and
vote instead of him. Forms of proxy, to be valid, must be lodged with the
Company's Registrars, Computershare Investor Services (Ireland) Limited, Heron
House, Corrig Road, Sandyford Industrial Estate, Dublin 18, no later than 48
hours before the time appointed for the meeting. Completion and return of the
Form of proxy will not preclude ordinary shareholders from attending and voting
at the meeting should they wish to do so. Pursuant to Regulation 14 of the
Companies Act, 1990 (Uncertificated Securities) Regulations 1996, only those
shareholders on the Register of Shareholders at 6pm on 21 May 2008 shall be
entitled to attend and vote at the meeting in respect of the number of shares
registered in their names at that time. If the meeting is adjourned by more than
48 hours, then to be so entitled, shareholders must be entered on the Company's
Register of Shareholders at the time, which is 48 hours before the time
appointed for holding the adjourned meeting or, if the Company gives notice of
the adjourned meeting, at the time specified in that notice.

ENDS

Enquiries:
Minmet plc                                        +44 (0) 20 785 7221
Peter Maddocks, Chariman
Jon King , Chief Executive

College Hill                                      +44 (0) 207 457 2020
Nick Elwes
Paddy Blewer

Nabarro Wells & Co. Ltd. (Nominated Adviser)      +44 (0) 20 7634 4705
Robert Lo
Richard Swindells

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