STRATEGIC MINERALS PLC

("Strategic Minerals" or the "Company")

FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023

A full copy of the Company's annual report and accounts (including tables and/or diagrams referred to in this release) is available through the Investor Centre of the Company's website (https://www.strategicminerals.net/investors/reports-and-circulars.html )

Copies of the Annual Report and accounts for the year ended 31 December 2023, will be posted today to shareholders, who have elected to receive a hard copy, and on the Company's website. 

 The Annual General Meeting will be held on Wednesday 17 July 2024 at 10.30am in the offices of Shipleys LLP, 10 Orange Street, Haymarket, London, WC2H 7DQ. The notice of meeting and proxy voting forms will be posted today to shareholders, who have elected to receive a hard copy, and on the Company's website. 

Operational Highlights

·      The suspension of sales to Cobre's largest client, which commenced in the last quarter of 2022, was expected to run for a maximum of six months but ended up running throughout all of 2023, placing significant cash flow pressures on the Company.

·      Throughout 2023, the Board and Management actively managed the Group cash position and were ably supported by both suppliers and management.

·      During 2023, the receiver for CV Investments LLC ("CVI") continued to work on securing assets but, currently, there is no clarity from them on an amount or timing of any payment on Southern Minerals Group's ("SMG") claim.

·      In 2023, Cornwall Resources Limited ("CRL") completed its work on the Deep Digital Cornwall project, led by the University of Exeter's Camborne School of Mines, in which CRL and Cornish Lithium were delivery partners. The results of the findings were published in November 2023 and final payments from the European Regional Development Fund, through HM Ministry of Housing, Communities and Local Government was received in the first quarter of 2024.

·      From late 2022 and throughout 2023, the CRL team, including its Director, Peter Wale, worked tirelessly in seeking grant funding from the Shared Prosperity Fund of the Council of Cornwall and the Isles of Scilly. This involved several attempts, re-writes and extended negotiations.

·      In November 2023, the President of SMG resigned and the Pit Superintendent, Tim Klumker, was promoted into the position of President. Tim has been with SMG for over 6 years and running operations for over 3 years. He has been assisted in his transition by additional support from both the Company's CFO and MD. The first quarter of 2024 has seen the SMG team pull together and rise to the challenges arising from stronger 2024 sales.

·      In December 2023, one of Cobre's previous largest clients approached SMG concerning the potential to, once again, purchase magnetite. After extended negotiation, a price for a large, committed sales volume, to be delivered over 2024, was agreed with purchases commencing mid-January 2024.

·      Throughout the year, Directors and Management have been marketing and following up on potential co-investors in the Leigh Creek Copper Mine ("LCCM") project. Since 2022, Directors and Management have been actively seeking funding for LCCM. Due to the lack of success in securing finance, management has assessed that the asset is impaired and an impairment expense of

$8.898m will be recorded in the Statement of Comprehensive Income.

·      The Company's strategy to focus on metals and minerals likely to benefit from expected supply and demand imbalances has continued to prove warranted, especially for copper and tin.

Financial Highlights

·      Sales Revenue fell $0.869m (36%), reflecting the absence of Cobre's major client.

·      Group before tax loss was $9.082m (2022: profit $0.372m). Prior to non-cash adjustment for impairment, 2023 Group before tax loss was $0.184m (2022: profit $0.372m).

·      Due to the failure, to date, to secure finance for the LCCM project, the book value of the project ($8.898m) was, conservatively, fully impaired. The operating loss and the LCCM impairment resulted in a comprehensive loss in 2023 of $9.000m (2022: $0.360m).

·      Net Cash generated from operating activities for 2023 was $0.598m (2022: $0.775m).

·      Unrestricted cash position of the Group on 31 December 2023 was $0.112m (2022: $0.341m).

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

Notes to Editors

Strategic Minerals plc: https://www.strategicminerals.net

Strategic Minerals plc is an AIM-quoted, profitable operating minerals company actively developing projects tailored to materials expected to benefit from strong demand in the future. It has an operation in the United States of America along with development projects in the UK and Australia. The Company is focused on utilising its operating cash flows, along with capital raisings, to develop high quality projects aimed at supplying the metals and minerals likely to be highly demanded in the future.

In September 2011, Strategic Minerals acquired the distribution rights to the Cobre magnetite tailings dam project in New Mexico, USA, a cash-generating asset, which it brought into production in 2012 and which continues to provide a revenue stream for the Company. This operating revenue stream is utilised to cover company overheads and invest in development projects aimed at supplying the metals and minerals likely to be highly demanded in the future.

Since June 2020, the Company has been a 100% owner of Cornwall Resources Limited (CRL) having been involved in the project since early 2016. CRL is the developer of the Redmoor Tin/Tungsten project in Cornwall, UK. Exploration drilling programs were undertaken in 2017 & 2018 resulting in subsequent upgraded resource definitions & a scoping study in 2020. In April 2024, CRL gained access to substantial additional exploration rights in the prospective Tamar Valley area, quadrupling its overall mineral rights footprint.

In March 2018, the Company completed the acquisition of the Leigh Creek Copper Mine situated in the copper rich belt of South Australia and brought the project temporarily into production in April 2019. In July 2021, the project was granted a conditional approval by the South Australian Government for a Program for Environmental Protection and Rehabilitation (PEPR) in relation to mining of its Paltridge North deposit and processing at the Mountain of Light installation. In late June 2022, an updated PEPR, addressing the conditions associated with the July 2021 approval, was approved.

STRATEGIC MINERALS PLC

CHAIRMAN'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2023

I am pleased to present Strategic Minerals Plc's Annual Report for the year ended 31 December 2023.

This year has proven to be a very difficult one however early 2024 is looking stronger. Capital markets for smaller miners were virtually closed in 2023. The sustained and distressed nature of the junior capital market focussed the Board on avoiding an equity issue at all costs.

The absence of the major client at Cobre pushed the Group into a before tax operating loss before impairment of

$0.184m. In light of the non-cash impairment to the Leigh Creek Copper Mine (LCCM) ($8.898m), due to the Group not having secured funding for the project, the Group recorded a comprehensive loss of $9.000m (2022: loss of $0.360m).

The Group had unrestricted cash of $0.112m as of 31 December 2023 (2022: $0.341m). This reflects how tightly the Group has managed its cash throughout 2023, whilst still continuing activity to progress and develop both the Redmoor Tungsten and Tin Mine (Redmoor) and LCCM. To achieve this, the Group was ably assisted by key service providers and, especially, by management (Managing Director and CFO) and Directors who have taken minimal cash payments in relation to contractual relationships and are, collectively, at balance date 48% of trade creditors to the Group, with the Managing Director being the largest single Group creditor.

The Board and Management continue to set the Group on a strategic path reflecting both the expected relative performance of different metal ores and the limited size of the Group's balance sheet. Implementation of the strategy commenced in 2016 when the Company invested into the Redmoor Tin and Tungsten project ("Redmoor") as it considered the long-term demand and supply outlook for tin and tungsten compelling. Initially, the Group owned 50% of Cornwall Resources Limited (CRL), the holder of the Redmoor asset, and, subsequently, moved to full ownership of CRL (March 2019).

Late in 2022, the major client at Cobre suspended orders which placed a significant strain on the Company's cash flow and reflected in a 36% fall in revenues ($0.869m). Whilst it had been anticipated that this would be a temporary suspension, it continued throughout 2023 with the major client returning, bigger than before, in January 2024. The Board and management reacted quickly in late 2022 and put in place strategies to cope with this serious impact to the Group's cash flow.

In November 2023, the existing President of Southern Minerals Group (SMG) resigned and was replaced by Tim Klumker. Tim has been at Cobre for over 6 years and, for the last three years, has been Pit Supervisor.

Soon after Tim's appointment as President, the major client began negotiations to resume purchases on a committed, larger scale than previously. Sales under this purchase order commenced mid-January 2024.

Tin and tungsten are expected to play a key role in the electrification of transport vehicles, advanced robotics, renewable energy and advanced computation & IT reinforcing the strategic importance of our Redmoor project.

Continued restrictions on existing tin production in Myanmar and Indonesia, coupled with continued strong demand for electronics, reinforce expectations that the price of tin will continue its, generally, upwards trajectory:

Spot Tin Prices since SML Investment in Redmoor

US$ Per Tonne

Market sentiment remains very bullish on the future of tin prices with some expectations of over US $40,000 per tonne or higher over the next ten years.

Whilst tungsten's price has not, as yet, appreciated as spectacularly as tin, there has been steady growth in prices, and it is considered that this will continue in the future. Irrespective, the current tungsten price is already above the forecast prices used by the Board when considering the acquisition of the balance of the Redmoor project.

The critical nature of tungsten in industrial production and armaments continues to underpin the Group's faith in the tungsten price outlook which has been further strengthened by tensions surrounding military concerns associated with China and Russian political aspirations. As China and Russia provide 85% and 5%, respectively, of the world's tungsten supply, this has led to the US government to issue its defence contractors an instruction to source a minimum 50% of the tungsten used in their products from non-Chinese/Russian sources by the end of 2026.

The following chart highlights the current makeup of the forecasted revenues from the Redmoor mine and how the multi-resource revenues are spread over key commodities associated with the electrification of economies.

In 2017, at a time when the Group was enjoying significantly higher Cobre revenues, the Board, whilst recognising the longer-term intrinsic value of Redmoor, felt that the Group would strategically benefit from the development of a second near-term cash generating project, bridging the gap between its operating asset and the delivery of Redmoor. The Board's analysis of the market indicated that copper appeared to present the best long-term demand and supply characteristics the Board's strategy revolved around.

In line with this focus, the Group began negotiations for the acquisition of a suitably sized copper project likely to generate a second, near-term income stream. Ultimately, this led to the Company, in 2018, acquiring Leigh Creek Copper Mine Pty Ltd ("LCCM"). This has strategically set the Group up as follows:

The identification of an exposure to copper has proven timely with prices having moved further than predicted at the time when LCCM was acquired. There is not expected to be a retraction in pricing with Goldman Sachs metals strategist Nicholas Snowdon proposing that prices above US$13,000/t would be needed to incentivise the 8Mt of additional annual production needed by 2030 to cater for demand from renewables, power infrastructure and electronic vehicles.

Despite improvements in the economics of the project, associated with higher copper prices, the Board and Managements efforts to secure funding, so far, have not resulted in a transaction being achieved. Accordingly, and in order to present a conservative view of the Group's financial position, the full book value of the LCCM project has been impaired. However, the Directors and Management consider that, once funding has been secured, this impairment will be reversed.

Copper Average Quarterly Prices Per Tonne

The Group has continued to market both Redmoor and LCCM at an asset level and has utilised external consultants to attempt to locate suitable investment/operating partners. This process remains ongoing, and Management and the Board continue to follow up on and develop discussions with several entities.

The Cornish mining revival continued to gather pace in 2023. CRL is considered to hold a significant asset in this regional play and its extension of access arrangements until 2037, provides the time to develop this fully to the best benefit of shareholders. The global significance of the deposit at Redmoor (inferred resource of 11.7mt at a tin equivalent (SnEq) of 1.17%) was further reinforced when both Tungsten and Tin were included in the UK Critical Minerals List. This has opened the way for CRL to seek grant funding for progressing the Redmoor project to pre-feasibility stage, which was successful in early 2024.

During 2023, the court appointed receiver for CV Investments ("CVI") accepted a reduced claim from Southern Minerals Group (SMG) and continues to seek realisation of CVI's assets. At the time of writing, there is no indication from the receiver as to the amount or timing of any distribution to SMG

The Board's priority continues to be the safety and health of our teams and the continued resilience of the Group's operations. The Group believes that, subject to finance, it is able to move forward with operations at LCCM and, subsequently, further exploration and development of Redmoor. As confidence returns to the commodity markets, the underlying valuation of the Group's assets continue to build and remain strong. The continued cashflow from our Cobre asset, extension of Cobre access until 2027and the developed nature of our projects, places the Group in a solid position to benefit from improved international commodity prices.

I consider that the renewed higher demand for magnetite at Cobre, developments around Redmoor and the potential commencement of a second income stream at LCCM will see a significant re-rating in the market's perception of the value of the Group and I look forward to working with my fellow Directors and the staff of the Group to ensure that the 2024 financial year delivers.

Finally, I would like to acknowledge the support of our shareholders, suppliers, management, fellow Directors and other stakeholders and I look forward to your continued support during 2024 and beyond.

Alan Broome AM Chairman

18 June 2024

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors of the Company and its subsidiaries (which together comprise the Group) present their Strategic Report on the Group for the year ended 31 December 2023.

Financial Performance

The Company and the Group's reporting currency is US dollars reflecting that, previously, the Group's revenues, expenses, assets and liabilities were predominately in US currency and, currently, the bulk of revenues continue to be sourced in US dollars.

The Group recorded a loss before tax of $9.082m (2022 profit: $0.372m).

The 2023 loss largely reflects non-cash impairment of Leigh Creek Copper Mine (LCCM) $8.898m (2022: nil). The Board continued to maintain tight discipline on Group overheads with 2023 seeing another 6% reduction to

$1.455m compared to $1.546m in 2022. The Board and management continue their policy to ensure overheads and administration costs are appropriately in line with cash flows from operations. However, the steep decline in Cobre sales (↓36%), associated with the absence of its major client, resulted in a shortfall during 2023 which management had to closely juggle. These group overheads reflected both capitalised remuneration $0.122m (2022:

$0.161m) and reduced activity associated with preparing to recommence larger scale operations at both Leigh Creek and Redmoor.

On the back of lower sales, SMG incurred a tax expense of $0.107m (2022: $0.288m) for the year.

Despite lower cash flow from Cobre, the Company continued to invest in moving both the Leigh Creek Copper Mine and Redmoor Tin and Tungsten projects forward. In 2023, the Company invested $0.569m in such activities (2022:

$0.717m).

The Company was able to continue its operations despite the reduction in after tax cash flows from Cobre through the support of key external creditors, raising of loan funds with attached warrants and, largely, on deferral of remuneration provided by management (MD, CFO, ED) and the Chairman. Included in the amount for trade creditors are the following amounts owed to this latter category or their related parties:

Cash at the end of the year was $0.112m (2022: $0.341m).

PROJECT REVIEW AND ACTIVITIES

Cobre Performance

In 2023, Cobre sales revenue reflected the absence of its major client falling 36% to $1.577m (2022: $2.466m). This fall in demand was managed through the reduction of man hours and increased maintenance works. In the December quarter 2023, Southern Minerals Group (SMG), the Company's 100% subsidiary that operates the Cobre magnetite stockpile, fielded a number of enquiries for large volume orders and concluded and arrangement with the previous large client that ensured a committed tonnage acquisition in 2024.

With access to the stockpile being extended until March 2027 and the return of the major client, 2024 and beyond appear promising.

In November 2023, the existing President of SMG resigned and was replaced by the existing Pit Manager Tim Klumker. Tim has been with SMG for over six years and has, for the past three years, been running operations. Tim has been ably supported into his position as President of SMG by his team and both the Company's CFO and MD.

The Receiver for CV Investments made no distribution to claimants in 2023. However, in light of SMG agreeing to reduce its claim in line with costs incurred, any payment in 2024 is expected to be small.

SMG continues to have an exemplary safety record and has developed an enviable culture that reinforces the highest of safety standards. In 2023, there was only one minor safety incident relating to a machine driving into a pothole caused by inclement weather, jarring the driver. As a result, the driver was given the rest of the day off and returned to work the next morning unscathed.

Leigh Creek Copper Mine Pty Ltd ("LCCM")

In 2018, the Company invested in the LCCM project, a historically mined copper oxide deposit, as part of its desire to acquire a near term cash flow project exposed to minerals and metals expected to benefit in the future from supply and demand imbalances. Therein providing the Company with a second income stream.

Since acquisition, the Company has invested in a temporary restart of operations to test existing operating capacity and in preparing and submitting a Programme for Environmental Protection and Rehabilitation ("PEPR") in relation to its Paltridge North deposit. The PEPR was conditionally approved in 2021 and LCCM undertook the work required to convert the conditional PEPR to unconditional with additional information being lodged in January 2022.

In July 2022, an unconditional PEPR for the extraction and treatment of copper oxide material at the Paltridge North deposit was issued. The material planned to be extracted at Paltridge North is predominately copper oxide but becomes a transitional copper sulphide ore at the lower part of the planned pit. The regulatory authorities required further details on the treatment of such material and in response an additional PEPR, largely cut and paste of the unconditional PEPR with data addressing the peculiarities of handling transitional ore, was lodged late in December 2022.

In line with the approval of the unconditional PEPR, the Company followed up on parties interested in funding the project at the asset level with a view to a full restart in 2023, subject to finance. A further PEPR will be required for the proposed future mining of the Lynda/Lorna Doone deposits and work on this is expected to be undertaken during the mining and processing of ore from Paltridge North. The cost and expected timing of these have been incorporated into the Company's financial modelling of the project.

LCCM has three approved Mining Leases that cover a number of copper oxide deposits, including Lorna Doone, Lynda, Mountain of Light (Rosmann East and Paltridge North) and the Mount Coffin deposit. All the Mineral Resources are contained within the Mining Leases. They contain a JORC 2012 total resource of 3.61mt @ 0.69% copper for 24,900 of contained copper metal forms the base of the project and includes the following Resource category breakdown.

An existing heap leach and Kennecott cone-based copper processing facility is located at the Mountain of Light deposit (adjacent to Rosmann East and nearby Paltridge North) and was successfully operated for a short period in 2019 to test its capacity to resume full time operations.

The region around the project has excellent infrastructure with a modern town (Leigh Creek), sealed airstrip, sealed and all-weather roads, power and water utilities.

In ddition to the Mining Leases, two approved Exploration Leases, covering an area of 686km² in the northern Flinders Ranges, are included in the project. These provide excellent opportunities for exploration of new copper oxide resources.

The underlying demand and supply factors for copper, that formed the cornerstone of the Board's decision to invest in LCCM, began to be widely recognised in the market during 2021 and 2022. This was reflected in the average copper price in 2022 being USD $3-99 lb. Given that the acquisition of LCCM was based on a copper price of USD

$3-00 lb, the current copper price of over USD $4-00 lb has significantly improved the underlying valuation of LCCM as detailed in the Company's RNS of 9 November 2020.

The Board continues to consider that the Company's share price does not fully reflect its underlying asset values. Accordingly, in order to progress the Leigh Creek Copper Mine project, funding at the asset level is being sought.

In 2024, the Company expects to receive the unconditional PEPR for the Paltridge North transitional sulphide ores and secure external funding/joint venturing of the project and re-commence production at Paltridge North.

Despite improvements in the economics of the project, associated with higher copper prices, the Board and Managements efforts to secure funding, have not resulted in a transaction being achieved. Accordingly, and in order to present a conservative view of the Company's financial position, the full book value of the LCCM project has been impaired. However, the Directors and Management consider that, once funding has been secured, this impairment will be reversed.

Cornwall Resources Limited - Redmoor Tin and Tungsten Project

After having become a 50% owner in the Redmoor Tin and Tungsten Project in 2016, SML moved to full control of Cornwall Resources Limited ("CRL"), the holder of Project, in 2019. The move to acquire the balance of CRL was based on the Board's perception of the value of the acquisition and its preference to secure full control of such a key asset before the market became fully aware of its potential.

This 2019 resource update demonstrated that the overall Inferred Resource had increased from the previously assessed 4.5m tonnes at a tin equivalent ("SnEq") of 1.00% to 11.7m tonnes at 1.17% SnEq. The result was a 200% increase in contained metal, 160% in resource tonnes and a 0.17% rise in the tin equivalent grade.

Not only has the resource been significantly expanded but, as shown in the diagram following, the mineralisation has been discovered in discrete locations giving rise to the ability to tailor mining and processing to preferred mineralisation at the time of extraction.

During 2022 and 2023, CRL concentrated on the role it played in the Deep Digital Cornwall ("DDC") programme undertaken by Cambourne School of Mines. In this programme, the Redmoor exploration licence area was, and currently continues to, be used as a field laboratory for collection of geochemical and geophysical data, which also provided CRL with information relevant to a number of new prospects within its Mineral Rights. This work was largely (80%) funded by a grant, although timing of payment claims impacted working capital during the grant period.

Prior to commencing the DDC work, an initial historic review of parts of CRL's mineral resource area identified multiple prospective targets for tin and copper to the west of the Redmoor deposit (shown in the following map as Target Tip Valley). This included historic drill intercepts report up to 1.26% tin over 2.55 m in core, and 0.23% tin in percussion samples.

In February 2021, CRL commenced a trenching and auger exploration programme aimed at testing the area to the west of its existing drilled resource. The sampling of material from this programme was undertaken in three stages;

1)       10m spaced auger sampling (117 samples).

2)       Excavation of three trenches, which were then channel sampled and analysed (84 samples).

3)       Additional 1m spaced auger sampling, where topographic constraints meant that safe access for mechanical excavation of trenches was not possible (81 samples).

Three of the anomalies identified by the auger sampling were followed up by the excavation of three trenches, totalling 169m in length, to a depth of 1m. CRL's geologists sampled the trench wall material as channel samples, typically as 2m intervals. Samples were analysed by ALS Loughrea using method ME-MS89L.

A 20m wide zone, that includes values significantly anomalous for tin, was identified in trench CRT01. This zone is shown, as 2m sample intervals, in the following table.

The other two trenches, CRT02 and CRT03, did not show significant tin, copper, or tungsten grades; however anomalous levels of pathfinder elements were seen, which may indicate the presence of a mineralising system.

Close-spaced auger sampling was undertaken to test the fourth auger anomaly. This target could not be tested by mechanical backhoe due to steep topography associated with its location on the edge of the Target Tip Valley. CRL believes this area represents an extension of the sheeted vein system that hosts the resource at Redmoor.

Auger samples were taken at a 1m spacing from an average depth of 50cm using a Stihl powered auger. These samples identified unexpectedly high tin grades, and locally elevated tungsten values. The work identified a widespread anomalous level of tin across the north flank of the Target Tip Valley, defining a 60m long anomaly greater than 1,000 ppm (0.1%) tin, and with peak value of 0.87% tin. Tungsten featured a peak value of 0.20%. These results are shown in the following table:

The high tin levels identified were followed up by hand-pitting. Two sites with peak values were excavated, to verify the soil profile and seek any evidence of disturbed ground or surface contamination. CRL's geologists observed the presence of decomposed shale, believed in-situ, with blocky vein-style quartz fragments containing clasts of wall- rock, in the pit base. Strike extensions from this location align with a man-made cutting in the hillside, interpreted by CRL as past small-scale open-cut mining.

Following on from the close-spaced auger sampling, CRL conducted a short program of hand-excavated pits to verify the geology ahead of potential future drilling. Two pits were excavated, and both were channel sampled. Hand pitting was utilised due to steep terrain. Four samples were taken which were analysed by ALS Laboratories Loughrea using method ME-MS89L.

The pits contain decomposed shale, with blocky vein-style quartz fragments containing clasts of wall-rock, in the pit base. The results above confirm the presence of in-situ mineralisation, which is considered by CRL to constitute a strong tin exploration target. The CRT04 result with a 2.6m interval averaging 0.46% tin, 0.04% copper and 0.04% tungsten, is a clear example of mineralisation near-surface.

On the back of this work, CRL has submitted an application for a General Permitted Development Order ("GPDO") planning authorization from Cornwall Council for a potential drill programme at Redmoor, to the west of the current resource. This is aimed at identifying near surface tin and to test this highly prospective target's depth. Exploration of this tin target and adjacent areas is intended to verify the projected westward continuation of the Redmoor Sheeted Vein System (SVS) orebody. If confirmed, this has the potential to significantly increase the proportion of tin, and total tonnage of a future resource. The proximity of the exploration area to surface is likely to further enhance project economics.

While Management and the Board recognised, early, the strategic importance of the Cornish mining area, it was during 2022 that the UK Government issued its Critical Minerals list identifying both Tungsten and Tin as two of the Critical Minerals that were needed for the country's future development. This and the continued success of Cornish Metals, post its AIM IPO, highlights the potential of mineral resources in the South West of the UK.

The Board and Management considers that CRL holds a significant asset at a time when the regional potential of the area and its recent extension of the exploration licence, until 2037, provides the time to develop this fully to the best benefit of shareholders.

Increases in commodity prices, notably tin and copper, have impacted very positively on the economics of the Redmoor project. This, combined with the world class standing of the Redmoor deposit, augurs well for valuation in the future. In the Company's last Redmoor scoping study report, October 2020, commodity prices used were Tin

$20,000 a tonne (currently c$25,000 a tonne), Tungsten $30,000 a tonne (currently $32,500 MTU) and Copper

$3.18 lb (currently $4.08). Accordingly, internal analysis shows a significant increase upon the previously reported after tax NPV @ 8% of $91m and the IRR of 23.4%.

In 2023, the Company completed the Deep Digital Cornwall work and, subject to external financing, undertaking further drilling at Redmoor, to test the western extension/near surface tin identified in the trenching and augur work conducted in 2021. At the same time, the Company will continue discussions with third parties about involvement in the development of Redmoor and is encouraged by recent interest in Redmoor in line with the US government instructing its defence contractors to not use Chinese or Russian sourced Tungsten from 2026 and the potential for Redmoor to be deemed a "domestic" supply for US government purposes, opening a door to US government funding.

From the December quarter 2022 and throughout the 2023 calendar year, the CRL team, including its Director Peter Wale, assisted by both the Managing Director and Chief Financial Officer, worked tirelessly on preparing and submitting documentation to secure grant funding from the Shared Prosperity Fund of the Council of Cornwall and the Isles of Scilly. This is a very time-consuming process which many companies have dedicated employees/sections undertaking this task. In order to make such submissions, there are a number of meetings required, applications to be prepared re-writes to be undertaken which were completed by the Company due to an unsuccessful lodgement of an initial application.

Safety

The Company is pleased to report that, during 2023, there was only one minor safety incident (2022: nil) which occurred at its US. when a machine drove into a pothole caused by inclement weather, jarring the driver. As a result, the driver was given the rest of the day off and returned to work the next morning.

Board and Management Changes

Mr Jeffery Harrison retired in April 2023. There have been no other changes to the composition of the Board during 2023. The Board does not currently intend to replace Mr Harrison during 2024 but will be looking to bring on another independent Director in the future. Management changes have been made in line with normal operations although all such changes are based around consultancy, rather than direct employment contracts.

Key Risks and Uncertainties

The management of the business and the execution of the Group's strategy are subject to a number of risks. Strategic Minerals regularly reviews the principal risks that face the business and assesses appropriate responses to mitigate and, where possible, eliminate potential adverse impact. There is the possibility that if more than one event occurs, that the overall effect of such events would compound the possible adverse effects on the Group.

Our principal risks and uncertainties are as follows:

Commodity prices and currency risk

Although the Group's main income stream at Cobre is focused on localised markets, which minimises the impact of global commodity prices, the value of its development projects can still be subject to changes in global commodity prices. Fluctuations in commodity markets are affected by numerous factors beyond the Group's control, including global demand and supply, international economic trends, currency exchange fluctuations, expectations for inflation, speculative activity, consumption patterns and global or regional political events. The aggregate effect of these factors is impossible to predict. Fluctuations in commodity prices, over the long term, may adversely impact the returns of the Group's investments. The Group monitors commodity prices and structures its portfolio of assets with commodities that are likely to appreciate in the medium to long term.

The Group reports its results in US Dollars, whilst the functional currency of the parent company from which the Group derives most of its funding is Pound Sterling. This may result in additions to the Group's reported costs. Fluctuations in exchange rates between currencies in which the Group invest, reports, or derives income may cause fluctuations in its financial results that are not necessarily related to the Group's underlying operations. The Group converts funds to a currency in which funds will be utilised on an as needed basis.

Funding risk

Strategic Minerals needs funds, both to manage its working capital requirements and fund new and existing projects, as the Company seeks to grow. If the Company is not able to obtain sufficient financial resources, it may not be able to develop new and existing projects. There can be no assurance that such funds will continue to be available on reasonable terms, or at all in the future. The Directors regularly review cash flow expenditure requirements and the cash flow generated from its Cobre operation to ensure the Group can meet financial obligations as and when they fall due.

In 2023, uncertainty in capital markets restricted access to both debt and equity markets and the Board and Management demonstrated flexibility and financial acumen in navigating the complexities associated with ensuring cash flow for operations, especially considering the reduction in sales at Cobre. Early 2024 indications are that investment market uncertainty is reducing.

Reserve and resource risk

The Mineral reserve and resource relating to CRL and LCCM are only estimates and no assurance can be given that the estimated reserves and resources will be recovered or that they will be recovered at the rates estimated. Reserve and resource estimates are based on sampling and, consequently, are uncertain because the samples may not be representative. Reserve and resource estimates may require revision (up or down) based on future actual production experience. The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the exploration personnel involved.

The commercial viability of a mineral deposit, once discovered, is also dependent upon several factors, including the size, grade and proximity to infrastructure, metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. There can be no guarantee that a mineral deposit will be economically viable. The Group undertakes studies in order to mitigate this risk.

License and Permitting risk

The exploration, developing and mining of resources is, usually, governed by licensing and permitting requirements issued, generally, by governments. These normally cover limited periods and risk may be attached to whether governments permit these periods to be extended or institute "new" conditions on their usage. While this is true for all resource projects it has significant application to SML's two, pre-production assets, namely;

a)    LCCM - The PEPR permitting process provides risk, both to costs and timing of projects. While the PEPR for mining copper oxide material from Paltridge North is unconditional, at the time of writing, the variation to encapsulate the transitional ore expected at the bottom of the planned Paltridge North pit has also been submitted and is pending approval. There is also a need for a PEPR for the Lynda/Lorna Doone deposit. Allowance for these undertakings is reflected in our internal plans and valuations but it is acknowledged that risks to the overall projects value may arise from variations to expectations around the granting of these PEPRs.

b)    Redmoor - As the planned Redmoor Tin and Tungsten project is not as advanced as LCCM, its progress is still dependent on obtaining and maintaining appropriate approvals. Ultimately, a mining license will need to be obtained. However, for the present, the principal focus is in obtaining drilling approval to prove up resources. The timing of such approvals may impact the effective valuation of such assets.

Customer risk

The level of profitability of the Group is currently dependent on the performance of the Company's Cobre operation in the United States. The Cobre operation has several major customers and should one or more of these customers choose to not to purchase product it may have a substantial impact on the performance of the Group. The Group continues to look for additional customers at Cobre to address this risk and in addition will develop other projects such as Leigh Creek Copper Mine to reduce the risk of dependence on any one customer.

Operational and Environmental risk

Mining operations are subject to hazards normally encountered in exploration, development, and production. These include unexpected geological formations, rock falls, flooding, dam wall failure and other incidents or conditions which could result in damage to plant or equipment, people, or the environment and which could impact any future production throughput. Although it is intended to take adequate precautions to minimise risk, there is a possibility of a material adverse impact on the Group's operations and its financial results. The Group will develop and maintain policies appropriate to the stage of development of its various projects. In 2020, as a safeguard to both our clients and staff, amendments were made to operational procedures to ensure that delivery of material was contactless. These procedures have continued as standard practice.

Strategic risk

Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result of this competition, the Group may be unable to acquire rights to exploit additional revenue generative assets such as Cobre and attractive mining development properties such as CRL and LCCM on terms it considers acceptable. Accordingly, there can be no assurance that the Group will acquire any interest in additional operations that would yield reserves or result in commercial mining operations. The Group expects to undertake sufficient due diligence to help ensure opportunities are subjected to proper evaluation.

Uninsurable risk

The Group may become subject to liability for accidents, pollution, and other hazards against which it cannot insure or against which it may elect not to insure because of prohibitive premium costs or for other reasons, such as amounts which exceed policy limits.

Product risk

The Group has a contract for access to magnetite iron ore at the Cobre operation until March 2027. There is a risk that the supplier may terminate the agreement, after this time, in which case the Group would no longer have product to sell. The Group's proactive approach in securing access for the next three years has minimised the impact this risk may have on future operations and the Group's management actively engages with its supplier throughout the year to proactively address any concerns that the supplier may raise.

An off-take arrangement is in place for the LCCM project which is subject to minimum product specifications. During 2019 the company was able to produce at specification material in its retreatment of heaps thereby substantially reducing the product specification risk.

Dependence on key personnel risk

The Group and Company are dependent upon the executive and local management teams. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on the Company's ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions. The Group incentivises executives and management with market-based remuneration packages, short term and long-term incentive schemes.

Climate Change Risk

While climate change considerations can seriously impact resource companies, the Company considers that there is little downside risk from these considerations, given the metals and minerals in its portfolio, and that these climate change considerations are likely to impact positively on commodity prices for both copper and tin.

Ongoing War Risk

The Russian invasion of the Ukraine and the Palestinian conflict continues to raise the possibility of a global conflict. To date, these actions have generally, positively impacted on resource prices relevant to SML. However, there is risk, that global economic growth may be severely curtailed, and this would, ultimately, have a negative impact on the demand for resources.

Key Performance Indicators

The Board monitors the activities and performance of the Group on a regular basis. The principal KPI's monitored by the Company are domestic sales of product from Cobre, the cash position of the Group, the investment in project activities, the share price of the Company and the health, safety, and environmental incidents of the Group.

The sales of domestic product at Cobre were significantly impacted, due to a 12-month cessation of sales to the largest client. Sales in 2023 were $1,577m (2022: $2,466m).

The unrestricted cash position of the group as of 31 December 2023 was $0.112m which decreased from $0.341m from the previous year. This drop in cash reflects the operating profit generated during the year, less the investments made into the LCCM and Redmoor projects as detailed in the Group Statement of Cash Flows.

The share price of the Company at year end was 0.10p (2022: 0.25p).

The group had only one minor health and safety or environmental incident during the year. (2022: nil)

Strategy

In early 2016, the Company adopted a strategy emphasising both an operating and investment strategy which is continued today.

The Operating Strategy is centred on maintaining and improving cash flows from the Company's magnetite stockpile at the Cobre mine in New Mexico, USA, whilst also limiting corporate overheads in line with this profitability, thus ensuring operating self-sufficiency.

The Investment Strategy is built around investment in projects that relate to metals expected to increase in demand and price over the medium term.

The Company is well positioned to execute its plans to restart full LCCM production, subject to sourcing funding, and commencing a Pre-Feasibility Study at Redmoor.

Outlook and Prospects

The Company continues to maintain controls on its overheads, is focused on restarting production at Leigh Creek in 2024, securing and expanding Cobre's profitable domestic sales and progressing the Redmoor Tin and Tungsten mine to a "pre-feasibility" stage.

The Board is confident that the outlook for the Company is encouraging having weathered testing times since 2020. The Company is actively pursuing non-dilutive funding approaches, both joint venture and debt style, to progress both LCCM and Redmoor. The low holding cost of these projects, the low level of debt in the Company and the now extended access to the Cobre magnetite stockpile, with its associated cash flow, provides the Company the flexibility, when considering financing options, to extract maximum value from these investments.

Current expectations are that funding for LCCM can be sourced so that production can commence later in 2024.

Regarding the Redmoor project, expected time frames here are longer with the next goal being the preparation of a pre-feasibility study to be followed by a bankable feasibility study. Each study is expected to take two to two and a half years to complete, and the Company has begun to access grant funding to assist in the completion of the pre-feasibility study.

The robust performance of commodity prices, notably copper and tin, have provided some optimism for the Company.

Directors' section 172 statement

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, the impact of its activities on the community, the environment and the Company's reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term. We explain in this annual report, and referenced below, how the Board engages with stakeholders.

Likely consequence of any decision in the long term

The Chairman's Statement, Strategic Report Business Strategy and the Corporate Governance Statement set out the Company's long-term rationale and strategy.

Interests of employees

The Employee section of the Company's Corporate Governance Statement sets out the Company's approach to the interests of its employees.

Foster business relationships with suppliers, customers, and others

The Company's approach to business relationships with stakeholders and shareholders are set out in the Company's Corporate Governance Statement.

Community and environment

The Company's approach to the community is set out in the Corporate Governance Statement.

Maintain high standards of business conduct

The Corporate Governance Statement sets out the Board and Committee structures and extensive Board and Committee meetings held during 2023, together with the experience of executive management and the Board and the Company's policies and procedures.

Act fairly between shareholders

The Corporate Governance Statement sets out the process the Company follows to ensure it all shareholder interests are preserved and enhanced.

Principal Decisions made by the Board

We define principal decisions as both those that have long-term strategic impact and are material to the Group, but also those that are significant to our key stakeholder groups. In making the following principal decisions, the Board considered the outcome from its stakeholder engagement, the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company:

(a)             Commitment to creation of a second income stream at Leigh Creek

The Board considers the creation of a second income stream to the Company, particularly where the asset is owned and controlled by the Company, of extremely strategic importance to the Company. However, given the deterioration in the Company's share price, it has taken the strategic view that the progress of the Leigh Creek Copper Mine into production needs to be funded at the asset level either by debt or equity. Accordingly, the Board and Management have concentrated efforts in sourcing funding at the LCCM level. While the Board and Management are confident that LCCM will be funded and operating, due to the lack of success in securing finance, especially given the dire status of capital markets in 2023, management has assessed that the asset is impaired and an impairment expense of

$8.898m will be recorded in the profit and loss.

(b)             Debt management

Apart from lease liabilities associated with funding equipment at SMG, the Board has repaid all debts except for a small working capital loan (circa US $34,000) which also had attached warrants on SML stock.

c)       Progression of Redmoor Tin and Tungsten Project

The Board continues to focus its attention on securing the progress of the Redmoor project with minimal parent dilution and considers that the placement of Tin and Tungsten on the UK critical minerals list played a significant role in the Company accessing government grant funding. The grant funding being sourced does not preclude the Company looking for an appropriately resourced joint venture partner that could assist in the completion of feasibility studies.

d)    Limiting of Equity Raises in Line with Investment in Value Added Project Progression

The Board has adopted a policy of seeking to limit Strategic Minerals plc's capital raisings, and hence shareholder dilution, as much as possible and to, generally, ensure that the bulk of funds raised are for value added purposes/projects.

e)      Commitment to funding operating costs from Cobre cash flows

The Board has adopted a long running strategic objective to maintain corporate overheads within after tax cash flow generated from its Cobre operations. In this manner, any dilutive equity issues are directed at potentially value accretive investments to progress projects. Whilst this could not be achieved in 2023, the Board and Management are confident this was a "one off" experience and consider this highly achievable in 2024.

In making the above principal decisions, the Directors believe that they have considered all relevant stakeholders, potential impact and conflicts, the Company's business model and its long-term strategic objectives, and have acted accordingly to promote the success of the Company for the benefit of its members as a whole.

The Strategic Report was approved and authorised for issue by the Board of Directors and was signed on its behalf by:

John Peters Managing Director 18 June 2024

REPORT OF DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the audited financial statements for Strategic Minerals Plc ("the Company") and its wholly owned subsidiaries ("the Group") for the year ended 31 December 2023.

PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS

The Company is a public limited company registered in the UK whose registered office is 27/28 Eastcastle Street, London, W1W 8DH.

The principal activity of the Company is a holding company. The principal activity of the Group is the exploration, development, and operation of mining projects.

A review of the Group's business during the financial year and its likely development is given in the preceding Chairman's Report and Strategic Review.

RESULTS AND DIVIDENDS

The Group recorded a loss after taxation for the year of $9,189,000 (2022 profit: $84,000).

The Directors do not propose to recommend any distribution by way of dividend for the period ended 31 December 2023.

DIRECTORS

The Directors who served the Company during the period and prior to the release of this report were as follows:

Current Directors

Alan Broome AM             (appointed 2 July 2015) John Peters                             (appointed 21 January 2015)

Peter Wale                      (appointed 12 July 2016)

Jeffrey Harrison               (appointed 7 February 2018, resigned 25 April 2023)

DIRECTORS' INTEREST IN SHARES AND OPTIONS

The persons who held office during the year or at the year-end had the following interests in share capital and options of the Company as detailed below.

No options were held as at the reporting date and as at 31 December 2023 for all Directors.

DIRECTORS' REMUNERATION AND SERVICE CONTRACTS

Under their respective service contracts, the officers of the company received fees as detailed in the Directors' Remuneration table in Note 6.

SUBSTANTIAL SHAREHOLDERS

As at 15 June 2024 shareholdings of 3% or more of the issued share capital notified to the Company were:

Based on the total issued share capital of 2,015,964,616.

POLITICAL CONTRIBUTIONS

There were no political contributions made by the Group during the year ended 31 December 2023 (2022: Nil).

INFORMATION TO SHAREHOLDERS - WEBSITE

The Company has its own website (www.strategicminerals.net) for the purposes of improving information flow to shareholders, as well as to potential investors.

GOING CONCERN

The Directors have considered the Group and Parent Company's (together "the Group") ability to continue as a going concern through review of cash flow forecasts prepared by management for the period to 31 December 2025 and a review of the key assumptions on which these are based and sensitivity analysis.

The Company forecasts that to have sufficient funds to meet all operating costs until December 2025, the Group is reliant on cash being generated from the Cobre asset in line with forecast.

As outlined by the Board, it is intended that any funds required to progress either the Leigh Creek Copper Mine and/or Redmoor projects will be sourced at the asset level and Management are actively pursuing such funding.

The Directors have a reasonable expectation that the Group will have access to sufficient resources by way of debt or equity markets should the need arise. Consequently, the consolidated financial statements have been prepared on a going concern basis.

The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

INDEMNITY OF OFFICERS

The Group currently maintains insurance to cover against legal action brought against its directors and officers. It evaluates on the appointment of new directors whether an indemnity from the Company for the actions of previous directors is warranted. However, the Group may purchase and maintain, for any Director or officer, insurance against any liability in the near future pending the evolution and complexity of any further new projects undertaken by the Company.

FINANCIAL RISK MANAGEMENT

Refer to Note 3 to the financial statements for further details.

EVENTS AFTER THE END OF THE REPORTING PERIOD

Refer to Note 25 to the financial statements for further details.

PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE

Financial statements are published on the Company's website. The maintenance and integrity of the website is the responsibility of the Directors. The Directors' responsibility also extends to the financial statements contained therein.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the Directors, at the time of approval of their report, are aware:

·      there is no relevant audit information of which the Group's auditors are unaware; and

·      the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

AUDITORS

In accordance with section 489 of the Companies Act 2006, Shipleys LLP were appointed as auditors of the Group at the Annual General Meeting in July 2023.

By order of the Board

John Peters Director

18 June 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the group and company financial statements in accordance with UK adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group and company for that period.

In preparing these financial statements, the directors are required to:

·       select suitable accounting policies and then apply them consistently;

·       make judgements and accounting estimates that are reasonable and prudent;

·       state whether they have been prepared in accordance with UK adopted international accounting standards subject to any material departures disclosed and explained in the financial statements;

·       prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the company's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

STRATEGIC MINERALS PLC CORPORATE GOVERNANCE STATEMENT

Board of Directors

The aim of the Board is to function at the head of the Group's management structures, leading and controlling its activities and setting a strategy for enhancing shareholder value. Regular meetings are held to review the Group's forward planning. The Board currently consists of a Non-Executive Chairman, a Managing Director, and an Executive Director.

The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its shareholders and, in 2018, formally adopted The QCA Corporate Governance Code (the 'QCAC") after noting that it had, effectively, implemented its content in its previous arrangements.

In addition to the details provided below, governance disclosures can be found at the company's website at www.strategicminerals.net

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

The Board has developed and enunciated a strategy and business model as detailed on the Company's website at https://www.strategicminerals.net/company/strategy.

The Board considers the Company's strategy provides a framework for medium to longer term growth in shareholder value.

The major risks to the Company's overall strategy stem from the potential failure to maintain access to the Cobre magnetite stockpile and overextending its cash requirements.

With respect to the exposure to operating cash flow only from the Cobre magnetite stockpile, the Board actively embarked on a search for a near term cash flow asset in our preferred mineral suite. With the addition of Leigh Creek Copper Mine, the Board feels it has, to a large extent, mitigated this risk, although it has now developed a new risk associated with the re-commencement of operations at Leigh Creek Copper Mine. Again, Management and the Board have sought to address such concerns through ensuring that sufficient resources are allocated to the project to give it the greatest chance of success.

In relation to cash flow management of the Company, Management and the Board closely monitor existing and expected cash flow resources and plans for committing these to project development and covering of corporate overheads. Additional to this, the Board regularly is in contact with market participants to ensure that sufficient interest is maintained in the market and that the Company can, generally, raise funding as required.

A consideration of broader risks of the Company can also be found at pages 15 to 17 of this report and the financial instruments note 3 of these financial statements.

Principle 2: Seek to understand and meet shareholder needs and expectations.

Shareholder input and communication has been actively sought by the Board through direct contact with shareholders at both the Annual General Meeting, shareholder information evenings (sometimes combined with the Annual General Meeting), monitoring of social media platforms, regular RNS releases, interviews on both Proactive Investors and Vox Markets (including occasional shareholder Q & A sessions) and direct one on one meetings with larger investors. At all times, due regard is given to the price sensitive nature of comments.

All shareholders are encouraged to attend the Company's Annual General Meeting and investors have access to current information on the Company through its website and via the [email protected] email address.

Principle 3: Consider wider stakeholder and social responsibilities and their implications for long-term success

As the Company is involved in the mining industry, the Board is highly cognisant of its responsibility not only to shareholders but in the broader community. As such, it has adopted a policy to ensure adequate community consultation is undertaken in the areas where we operate. Notably, in New Mexico USA, Cornwall UK and Leigh Creek Australia, communication with local residents and active involvement in the community has been encouraged. Additionally, the Company has a policy to, where possible, employ local residents when undertaking operations. To date, this has proven highly successful with all locations recording either none or extremely low levels of community dissent.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The management of the business and the execution of the Group's strategy are subject to a number of risks. The Company regularly reviews the principal risks that face the business and assesses appropriate responses to mitigate and, where possible, eliminate potential adverse impact.

The Board is constantly undertaking a review of risk and, as a mining company, has adopted and engendered a safety culture within the Company to ensure that personnel safety is considered above financial reward.

Information in relation to the Key Risks and Uncertainties that are relevant to the group are set on page 15-17 of this report.

Board Committees

The Board has established separate sub-committees around audit (chaired by Alan Broome AM) and remuneration within the Company (chaired by Alan Broome AM) shared by the entire Board, excluding the Managing Director. Additionally, a separate safety sub-committee (chaired by Alan Broome AM) operated in 2023 with both Alan Broome AM and Jeffrey Harrison (resigned 25 April 2023) comprising its membership.

Given the composition of the Board and the size of the Company, it is felt a separate Nomination Committee is not yet warranted. However, as the Company's operations expand, the Board will monitor this aspect of operations and will respond accordingly. The Board collectively undertakes the function of such a committee and where conflicts arise the Directors exclude themselves from voting on such matters.

Further information on the Company's Remuneration, Safety and Audit Committees and their policies are set out under Principle 9 below.

Member details of the sub committees as at the date of this report are:

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the chair

There are currently three (3) Board Directors (one of which are non-executive) and the Board considers that, at this time, this is appropriate to the Company's current level of operations, although this is reviewed formally at least annually. The Board is considered well balanced in that:

-  Mr Alan Broome AM, the Non-Executive Independent Chairman, provides a sounding board for corporate strategy, a wealth of mining experience, is a metallurgist by training and is highly experienced in corporate governance. As such Alan is not involved with the day-to-day operations of the Company and provides guidance at the Board level. It is Management (notably John Peters and Peter Wale) who have the responsibility to formulate overall strategy, propose it to the Board, adjust the strategy for Board feedback and then enact the approved strategy.

-  John Peters, the Managing Director, brings in-depth strategic management and investment banking experience. His practical management has helped to focus the Company and its consultants on the overall strategy while managing the hands on, day to day management.

-  Peter Wale, the Executive Director, provides an invaluable bridge to shareholders providing insights into shareholder requirements as well as monitoring and handling media aspects. Peter, along with John Peters, manage the Company's interface with shareholders, media and the investment community. Peter has also undertaken an executive role in the management of Cornwall Resources Limited.

-  Jeffrey Harrison, the Non-Executive Director (resigned 25 April 2023) provided practical mining operational skills to ensure appropriate review of development plans and has contributed to the safety culture within the Company and maintained complete independence in reviewing decisions. Jeff performed this role divorced from the running of the Company and, as such, was considered independent when performing his duties as a Director.

All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.

Attendance at Board and Committee Meetings

The Board aims to meet at least eight times a year and as required from time to time to consider specific issued required for decision by the board.

The Company held 6 Board meetings and a number of sub-committee meetings during the reporting period and the number of meetings attended by each of the Directors of the Company during the year to 31 December 2023 were:

The directors attended all board meetings and committee meetings that they were eligible and required to attend.

Directors' conflict of interest

The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.