The Board recognises the value and importance of maintaining the highest standards of corporate governance and is committed to the principles and best practice of good corporate governance. In this regard the Directors have elected to comply with the 2018 UK Corporate Governance Code (“the Code”) where practical and to the extent that the Directors consider it appropriate, having regard to the size and stage of development of the Company.
Although the Code contains a set of 5 Principles that emphasise the value of good corporate governance to long term sustainable success and focuses on the application of such Principles, it does not set out a rigid set of rules but instead offers flexibility through the application of Principles and through “comply or explain” Provisions and supporting guidance.
The sections below set out the way in which the Company applies the Principles and also explains the reasons for any areas on non-compliance.
Principle 1: Board Leadership and Company Purpose
The Group’s objective is to develop its portfolio of exploration projects in a manner intended to deliver value for shareholders while recognising the risks inherent in the sector and supporting development in the communities in which the Group operates. The Group’s current projects are located in Australia.
At any stage of a project’s development, the Board will consider a sale, farm-out, joint venture or other transaction if, in the opinion of the Board and, where required, shareholders, that course of action is in the best interests of the Company.
The Executive Chairman is responsible for leadership of the Board and for overseeing the long-term strategic direction of the Company in accordance with the schedule of matters reserved for Board decision. The Board is responsible for setting the Group’s strategic objectives, approving significant transactions, monitoring performance and ensuring that the Group has appropriate governance, risk management and internal control arrangements in place.
The Board usually meets at least four times each year and more frequently where required. The Chairman is responsible for ensuring that Board decisions are taken based on appropriate information and constructive discussion. All Directors attended each Board meeting held during the year (where applicable).
The Company has procedures in place to identify, monitor and manage conflicts of interest. Directors are required to declare any interests and changes to their external commitments. These are reviewed by the Board and, where appropriate, conflicts are managed through appropriate safeguards, including abstention from discussion or voting.
The Company has adopted an Anti-Corruption and Bribery Policy and a Share Dealing Code to support high standards of business conduct and compliance with applicable legal and regulatory obligations, including AIM Rule 21 and the Market Abuse Regulation requirements relevant to dealings in the Company’s securities.
Culture
The Board recognises that culture is a key component of effective governance and long-term success. Given the Group’s size, culture is set principally through Board leadership, decision-making, expected standards of behaviour, the conduct of senior personnel and the way in which the Group engages with employees, contractors and other stakeholders.
The Board’s desired culture is one of integrity, accountability, prudent risk awareness, open communication and responsible stewardship of shareholder capital. The Board monitors culture through regular interaction with management, employees and contractors, through its review of business conduct and decision-making, and through its oversight of risk, health and safety and stakeholder engagement.
The Board also considers how the desired culture is embedded across the Group. In the Group’s case, this is achieved through direct Board oversight, clearly communicated expectations, the application of key policies, close working relationships across the business, and regular consideration of whether behaviours and decisions are aligned with the Group’s purpose, strategy and values. Where concerns arise, the Board expects management to take appropriate remedial action.
Principle 2: Division of Responsibilities
The division of responsibilities between the Chairman and management is clearly defined. The Chairman is responsible for Board leadership and governance, while management is responsible for the day-to-day operation of the Group within the strategic and control framework approved by the Board.
Each Director has a letter of appointment or service agreement setting out the responsibilities of the role. Directors are expected to allocate sufficient time to the Company to discharge their duties effectively.
At least half the Board, excluding the Chair, should comprise independent non-executive directors. During the year, the Board comprised an executive chairman and two non-executive directors, both of whom the Board considers to be independent.
The Company has established an Audit and Risk Committee and a Nomination and Remuneration Committee to assist the Board in fulfilling its responsibilities in relation to audit, risk, nomination and remuneration matters. The Audit and Risk Committee is chaired by Elizabeth Henson, with Bruce Garlick and Michael Carter as members. The Nomination and Remuneration Committee comprises Elizabeth Henson as Chair, with Bruce Garlick and Michael Carter as members. The Board keeps the composition of these committees under review, having regard to the size of the Board and the Group’s stage of development.
Principle 3: Composition, Succession and Evaluation
The Board and its advisers bring significant mining sector and commercial experience and have access to a broad network of industry contacts. The Board leads the process for Board appointments and is responsible for reviewing Board size, structure and composition, including the balance of executive and non-executive representation and the mix of skills, knowledge, experience and personal qualities required to support the Group’s strategy.
In considering Board composition and succession, the Board seeks an appropriate balance of skills, experience, independence, background and perspective. The Board supports diversity, inclusion and equal opportunity and believes that appointments should be made on merit against objective criteria, while recognising the benefits that a diverse and inclusive Board can bring to the quality of discussion and decision-making.
The Board keeps succession planning under review, considering the Group’s strategy, operational needs and leadership requirements.
The Board does not currently undertake a formal annual externally facilitated board performance review. However, the Chairman keeps the performance of the Board, its committees and individual Directors under ongoing review and provides feedback where appropriate. The chairman also invites feedback from the non-executive directors and the company secretary.
The Board considers that, at the current stage of the Group’s development, the time and cost of a formal externally facilitated process would not be proportionate. Nonetheless, the Board recognises the value of a structured board performance review process and will continue to assess whether more formal arrangements should be introduced as the Group grows.
Principle 4: Audit, Risk and Internal Control
The Audit and Risk Committee assist the Board in monitoring the integrity of the financial statements, overseeing the relationship with the external auditor, reviewing the appropriateness of significant accounting policies and judgements, considering going concern, and overseeing the Group’s risk management and internal control framework.
The Board reviews the emerging and principal risks facing the Group and considers the systems in place to identify, assess, manage and monitor those risks. The Board’s review of the control environment covers material controls, including financial, operational, reporting and compliance controls
Risk Management and Internal Control Framework
The Board recognises the importance of maintaining a sound risk management and internal control framework that is appropriate for the size, complexity and risk profile of the Group. The framework includes:
- Board oversight of principal and emerging risks
- regular review of cash balances, cash flow forecasts and funding requirements
- review of operational, financial, reporting and compliance controls
- direct reporting lines within a small organisational structure
- review of key legal, regulatory, licence and payment obligations
- oversight of health and safety and environmental matters, and
- use of external advisers where specialist input is required.
During the year, the Board monitored the Group’s risk management and internal control framework and carried out a review of its effectiveness. This review covered the Group’s material controls, including financial, operational, reporting and compliance controls. The Board recognises that no system of internal control can eliminate risk entirely and that such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives.
Based on the review performed, the Board was not aware of any material controls that had failed to operate effectively at the balance sheet date. The Board’s review did not identify any material controls that had failed to operate effectively at the balance sheet date.
Independence of the External Auditor
The independence of the auditor is considered annually. In assessing independence, the Board considers:
- the ratio of audit to non-audit fees
- the length of tenure
- whether there are any material relationships between the Group, its directors and senior management and the audit firm or audit team, and
- the extent to which the auditor demonstrates constructive challenge and professional scepticism.
Audit and non-audit fees are disclosed in the financial statements. The Board considers the nature and extent of any non-audit services when assessing auditor independence and approves any such services in advance.
During the year, PKF Littlejohn LLP provided VAT taxation compliance services.
Effectiveness of the External Audit Process
In considering the effectiveness of the external audit process, the Board considers:
- the effectiveness of the audit plan, its delivery and execution
- the knowledge and experience of the audit team, and
- the robustness of the audit process and findings.
During the year, the Board considered the following key issues in relation to the financial statements:
- the appropriateness of the Group’s accounting policies
- the carrying value of the Group’s intangible assets and the related impairment assessment
- the accounting treatment and disclosure of the disposal of Elizabeth Hill and Munni Munni, including the related IFRS 5 considerations
- the going concern basis of preparation, including cash flow forecasts and funding requirements, and
- the review of audit and non-audit services and related fees.
Internal Audit
The Board considers annually whether an internal audit function is required. Given the scale of the Group’s operations, its flat organisational structure and the cost of establishing such a function, the Board does not currently consider a separate internal audit function to be proportionate. This position is kept under review.
Going Concern
The Directors have reviewed cash flow forecasts for the relevant assessment period. These forecasts indicate that additional funds may be required within the next 12 months to support the Group’s planned activities and working capital requirements.
Where this gives rise to a material uncertainty related to going concern, that is stated clearly, together with the Directors’ basis for continuing to adopt the going concern basis of accounting and cross-reference to the relevant note to the financial statements and the auditor’s report.
Relations with Stakeholders
The Company is committed to maintaining an open and constructive dialogue with shareholders and recognises the importance of understanding the interests of the Group’s wider stakeholders in promoting the long-term success of the Company.
Although the Company is incorporated in the British Virgin Islands, the Board has regard to the stakeholder-focused principles reflected in section 172 of the Companies Act 2006 as a matter of good governance. In making decisions, the Board considers the likely long-term consequences of those decisions, the interests of employees, contractors and business partners, the impact of the Group’s operations on communities and the environment, and the importance of maintaining the Company’s reputation for high standards of business conduct.
During the year, the Board engaged with stakeholders through, among other things:
- the AGM and direct engagement with shareholders
- presentation at conferences and publication of recordings and slide decks on the Group’s exploration activities
- review of relationships with collaborators and business counterparties, and
- engagement with employees and monitoring of company culture.
The Board believes these arrangements assist it in understanding stakeholder interests and in taking those interests into account when making decisions. The Chairman and other Directors, where appropriate, are available to engage with major shareholders and other stakeholders to understand their views and concerns.
The AGM is used as an important opportunity to communicate with shareholders. Separate resolutions are proposed for each issue, proxy votes are recorded, and the results of voting are published on the Company’s website following the meeting. Shareholders attending the AGM are given the opportunity to ask questions.
The Company’s website remains the primary source of information for shareholders and includes information about the Group’s activities and recent announcements.
Principle 5: Remuneration
The Company has established a Nomination and Remuneration Committee to assist the Board in fulfilling its responsibilities in relation to nomination and remuneration matters.
At the date of this report, the Committee comprises Elizabeth Henson as Chair, with Bruce Garlick and Michael Carter as members. Elizabeth Henson was appointed Chair of the Committee on 28 April 2026.
The Board recognises that remuneration arrangements should support the Group’s long-term strategy and culture, while enabling the Company to attract, retain and motivate individuals of appropriate calibre.
The Board is responsible for developing remuneration policy and determining the remuneration packages of Directors. This includes salary, fees, benefits where applicable, discretionary bonus arrangements, and participation in share option arrangements, where considered appropriate.
The Board seeks to ensure that remuneration outcomes are proportionate, transparent and aligned with the Company’s purpose, values, strategy and risk profile. In setting remuneration, the Board considers:
- the responsibilities and time commitment of the individual
- relevant market comparators
- the stage of development and financial position of the Group
- the need to avoid rewarding excessive risk-taking, and
- wider pay and employment conditions, so far as relevant in the context of the Group’s size.
Remuneration Policy
The Company’s remuneration policy is intended to support long-term sustainable success and to align, where appropriate, the interests of Directors and senior management with those of shareholders. The policy is designed to be clear and straightforward, reflecting the size and stage of development of the Group.
The Board considers that the remuneration policy supports:
- clarity and transparency in remuneration disclosure
- alignment with the Group’s strategy and long-term objectives
- recruitment and retention of individuals with the required experience and capability
- appropriate alignment with shareholder interests
- reinforcement of the Group’s desired culture and values, and
- the avoidance of excessive risk-taking.
The Company does not currently operate post-employment shareholding requirements. The treatment of share options on cessation of office or employment, including resignation, is determined by the terms of the relevant director’s service contract or letter of appointment together with the applicable share plan rules. Accordingly, options do not automatically lapse on resignation in all cases, and their treatment depends on the relevant contractual and plan terms.
Given the Group’s current stage of development, traditional profit-based performance measures are not always appropriate. The Board may therefore use discretion in considering individual and corporate performance, including progress against strategic, operational and financing objectives.
Malus and Clawback
The Board has adopted malus and clawback arrangements in respect of executive remuneration where appropriate. These provisions are intended to support accountability and protect shareholders in circumstances such as material misstatement, serious misconduct, fraud, gross negligence, material failure of risk management or internal controls, or conduct likely to result in significant reputational damage to the Company. Directors’ service contracts and incentive documentation are reviewed periodically to ensure they remain appropriate and consistent with the Company’s governance framework.
Where applicable, malus and clawback provisions may be invoked in circumstances including material misstatement, serious misconduct, fraud, gross negligence, material failure of risk management or internal controls, or conduct likely to result in significant reputational damage to the Company. The Board considers the duration of any such provisions by reference to the nature of the relevant remuneration arrangement and the period during which the relevant risk may reasonably crystallise. No malus or clawback provisions were exercised during the year.
Non-Executive Director Share Options
Provision 34 of the Code states that the remuneration of non-executive directors should not include share options or other performance-related elements. One non-executive director participates in the Company’s share option arrangements. This is a departure from Provision 34 of the Code. The Board considers this appropriate in the Company’s specific circumstances, having regard to the Company’s size, stage of development and the limited quantum of options involved. The Board believes this assists alignment with shareholders in a growth-focused business operating in a capital-intensive sector. The Board keeps the position, including the continuing independence of the relevant Director, under regular review.
This information was reviewed on 16.6.2026