Melbourne, Victoria, Australia--(Newsfile Corp. - December 16, 2024) - Besra Gold Inc. (ASX: BEZ) (Besra or the Company) is pleased to announce that Besra's board of directors (the Board) has appointed Mr. Jeremy Wickens to act as independent chair for the annual general and special meeting of the Company's shareholders (Shareholders) to be held on Friday, December 20, 2024 at 12:30 pm (Sydney, Australia Time) (corresponding to Thursday, December 19, 2024 at 8:30 pm Toronto, Canada Time) at Level 40, 2 Park Street, Sydney, New South Wales, Australia 2000 (the Meeting).

Mr Wickens is a lawyer and a partner of Norton Rose Fulbright Australia. He has extensive experience advising corporations with respect to corporate governance matters and shareholder meetings and, in the Board's view, is well qualified to act as independent chair of the Meeting.

In connection with such appointment, the Board has approved an amendment (the Amendment) to Besra's By-Law No. 1 (the By-Law) to permit the appointment of an independent chair for the Meeting. Prior to the Amendment, the By-Law provided that the Chairperson of the Company, Mr Lim (or in his absence, certain other designated officers of the Company), would preside as chair at any meeting of Shareholders. However, in accordance with best governance practices, Mr Lim and the Board have determined that it is appropriate to appoint an independent chair for the Meeting. To facilitate such an appointment, the Board has approved the Amendment to authorise the Board to appoint an independent chair to oversee meetings of Shareholders.

In accordance with the Canada Business Corporations Act, the Amendment is effective until it is confirmed, confirmed as amended, or rejected by Shareholders. At the Meeting, Shareholders will be asked to pass an ordinary resolution confirming the Amendment. If such a resolution is approved by a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, the Amendment will continue in effect in the form in which it is so confirmed.

Besra is committed to best corporate governance practices and has proposed the Amendment in accordance with such mandate. Management and the Board think that the Amendment is in the best interests of Besra and its Shareholders. Accordingly, the Board unanimously recommends that Shareholders vote FOR the approval and confirmation of the Amendment. Unless otherwise directed, it is the intention of the management designees named in the form of proxy delivered with the information circular relating to the Meeting (the Circular) to vote FOR the Amendment.

A copy of the Amendment has been filed under the Company's profile on SEDAR+ at and is also available for review on Besra's website at .

Meeting Details

Except as described above, the business to be conducted at the Meeting remains unchanged from the business described in the Circular. The form of proxy previously distributed to registered Shareholders in connection with the Meeting confers discretionary authority upon management (or another person designated as proxy therein) to vote on amendments or variations of matters coming before the Meeting. Management intends to rely on the discretionary authority granted in the form of proxy to vote FOR the approval and confirmation of the Amendment. Accordingly, registered Shareholders who previously submitted a proxy in favour of management and who wish to vote in favour of the Amendment need not take any further action.

If a registered Shareholder has submitted a proxy and wishes to change their previously given voting instructions, they may revoke their proxy in the manner described in the Circular.

If a non-registered or beneficial Shareholder wishes to revoke their previously given voting instructions, they should contact the broker or other intermediary that they provided their voting instruction forms to and comply with any applicable requirements of such broker or intermediary. A broker or other intermediary may not be able to revoke voting instructions if it receives insufficient notice of revocation, and any non-registered or beneficial Shareholder wishing to revoke their voting instructions should contact such broker or intermediary in sufficient time to ensure that their revocation of voting instructions is received.

If you have any questions about any of the information in the Circular or this news release, please consult your financial, legal, tax and other professional advisors.

Advisors

Norton Rose Fulbright Canada LLP is acting as legal counsel to Besra in connection with the Meeting.