Governance

CORPORATE GOVERNANCE STATEMENT

The Board has chosen to adopt the Quoted Companies Alliance’s Corporate Governance Code for small and mid-size quoted companies (the ‘QCA Code’).

The QCA Code identifies ten principles that focus on the pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the Company was created. The principles of the QCA Code are embedded into the Company’s internal reporting and governance structures to the extent expected of a company of Metals Exploration’s size, stage of development and resources.

The Company’s governance structures are further governed by the Company’s Articles of Association (‘Articles’) together with relationship agreements (the ‘Relationship Agreements’) with the Company’s two largest shareholder groups, Candy Investments S.à r.l, Candy Venntures S.à r.l and MTL (Luxembourg) S.à r.l. (‘MTL Lux’) (together the ‘Candy Group’) and Drachs Investments No3 Limited (‘Drachs’).

The Relationship Agreements regulate the relationship between the Company and its largest shareholders to ensure, amongst other things, that the Company and its business shall be managed for the benefit of the shareholders of the Company as a whole. The Relationship Agreements grant each shareholder group the right to appoint one director, for so long as it (together with its successors or assignees) continues to hold more than 15% of the voting rights of the Company.

During the year a revolving credit facility (the ‘RCF’) with the Company’s lenders, MTL Lux and Runruno Holdings Limited (‘RHL’) terminated upon settlement of all debt matters. Previously, the RCF required the prior consent of both these lenders (together with its successors or assignees) for the Company to undertake a number of operational decisions. Consequently, the termination of the RCF has removed a number of corporate and operational restrictions that previously existed.

The Company’s current compliance, or otherwise, with each of the ten principles of the QCA Code are detailed below.

Principle 1

Principle	Disclosure
Establish a strategy and business model which promotes long-term value for shareholders	The Board’s strategy and corporate plan is to: Provide shareholders with capital growth potential, delivered by developing mineral projects into profitable mines. Undertake cost-effective and precise exploration on those targets considered most likely to deliver future positive shareholder returns. Respect the indigenous culture of the exploration and development areas and to promote social and economic development for the traditional custodians. Manage the inherent value of its mining properties portfolio by delivering an efficient mining operation. Conduct operations in a safe and environmentally responsible manner to industry best practice standards. Offer employment opportunities to those who live in the project area. Reward loyal and dedicated employees who drive the Company’s objectives. Consider acquisition opportunities to foster additional long-term capital growth potential. This Annual Report sets out key risks and uncertainties that may represent challenges to the successful execution of the Company’s strategy and business model, and how such risks and uncertainties are managed by the Company. These risks are set out in the following Directors Report and notes 33 and 34 to the financial statements.

Principle

Disclosure

Establish a strategy and business model which promotes long-term value for shareholders

The Board’s strategy and corporate plan is to:

Provide shareholders with capital growth potential, delivered by developing mineral projects into profitable mines.
Undertake cost-effective and precise exploration on those targets considered most likely to deliver future positive shareholder returns.
Respect the indigenous culture of the exploration and development areas and to promote social and economic development for the traditional custodians.
Manage the inherent value of its mining properties portfolio by delivering an efficient mining operation.
Conduct operations in a safe and environmentally responsible manner to industry best practice standards.
Offer employment opportunities to those who live in the project area.
Reward loyal and dedicated employees who drive the Company’s objectives.
Consider acquisition opportunities to foster additional long-term capital growth potential.

This Annual Report sets out key risks and uncertainties that may represent challenges to the successful execution of the Company’s strategy and business model, and how such risks and uncertainties are managed by the Company. These risks are set out in the following Directors Report and notes 33 and 34 to the financial statements.

Principle 2

Principle	Disclosure
Seek to understand and meet shareholder needs and expectations	The Company engages openly with its shareholders via announcements made via a regulatory information service, its corporate website and other social media platforms and investor webinars. The Board encourages investors to participate, if possible, at its Annual General Meeting and General Meetings. The Board believes that the Annual Report and Accounts, and the Interim Results published at the half-year stage, play an important part in presenting all shareholders with an assessment of the Company’s position and prospects. The Company’s website contains information on the Company’s business, corporate information and specific disclosures required under the AIM Rules and the QCA Code. Management will also conduct periodic meetings either in person or electronically to shareholders, private client brokers and investment analysts.

Principle

Disclosure

Seek to understand and meet shareholder needs and expectations

The Company engages openly with its shareholders via announcements made via a regulatory information service, its corporate website and other social media platforms and investor webinars. The Board encourages investors to participate, if possible, at its Annual General Meeting and General Meetings. The Board believes that the Annual Report and Accounts, and the Interim Results published at the half-year stage, play an important part in presenting all shareholders with an assessment of the Company’s position and prospects.

The Company’s website contains information on the Company’s business, corporate information and specific disclosures required under the AIM Rules and the QCA Code. Management will also conduct periodic meetings either in person or electronically to shareholders, private client brokers and investment analysts.

Principle 3

Principle	Disclosure
Consider stakeholder and social responsibilities and their implications for long term-success	The Company’s long-term success relies upon good relations with all its stakeholder groups, both internal and external. The Board affords highest priority to ensuring that it maintains a strong understanding of the needs and expectations of all stakeholders, monitoring feedback from them and considers such feedback in developing future policy. The Company undertakes its exploration and mining activities in a manner that seeks to minimise or eliminate negative environmental impacts and to maximise positive impacts of an environmental nature. The Company operates a comprehensive safety and health programme to ensure the wellness and security of its employees. The control and eventual elimination of all work-related hazards requires a dedicated team effort involving the active participation of all employees. A comprehensive safety and health programme is the primary means for delivering best practices in safety and health management. Employment opportunities and regular training are offered to local community members, while gender diversity policies are actively followed. Employee involvement is fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents. The Company has a dedicated community relations division that is active in developing and assisting with various community social programs with special focus on health, education and infrastructure projects.

Principle

Disclosure

Consider stakeholder and social responsibilities and their implications for long term-success

The Company’s long-term success relies upon good relations with all its stakeholder groups, both internal and external. The Board affords highest priority to ensuring that it maintains a strong understanding of the needs and expectations of all stakeholders, monitoring feedback from them and considers such feedback in developing future policy.

The Company undertakes its exploration and mining activities in a manner that seeks to minimise or eliminate negative environmental impacts and to maximise positive impacts of an environmental nature.

The Company operates a comprehensive safety and health programme to ensure the wellness and security of its employees. The control and eventual elimination of all work-related hazards requires a dedicated team effort involving the active participation of all employees. A comprehensive safety and health programme is the primary means for delivering best practices in safety and health management.

Employment opportunities and regular training are offered to local community members, while gender diversity policies are actively followed.

Employee involvement is fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents.

The Company has a dedicated community relations division that is active in developing and assisting with various community social programs with special focus on health, education and infrastructure projects.

Principle 4

Principle	Disclosure
Embed effective risk management, considering both opportunities and threats, throughout the organization	The Board is responsible for the Company’s system of internal controls and for reviewing its effectiveness. The system is designed to manage, rather than eliminate, the risk of failure to achieve the execution of the Company’s strategic objectives and business model. The Board reviews this internal reporting on a regular basis. The Board monitors financial controls through the setting and approval of an annual budget and a formal delegation of authority matrix combined with the regular review of key risk areas and monthly management accounts. The management accounts contain a number of indicators that are designed to reduce the possibility of misstatement in the financial statements. Each year, on behalf of the Board, the Audit Committee reviews the effectiveness of the Company’s system of internal controls. This is achieved primarily via a comprehensive review of risks which cover both financial and non-financial issues potentially affecting the Company and from discussions with the external auditor. Details of the key risks, and their management, are contained in the following Directors’ Report and notes 33 and 34 to the financial statements. The Board is not aware of any significant failings or weaknesses in the Company’s existing system of internal controls. Operational risk management is a driver for how the Company does business and dictates requirements to design, plan and adequately respond to internal and external events. This ensures that proper incident response, and effective monitoring can be implemented to minimise anticipated risks and reduce harm and disruption to people, the environment, and the Company’s operations.

Principle

Disclosure

Embed effective risk management, considering both opportunities and threats, throughout the organization

The Board is responsible for the Company’s system of internal controls and for reviewing its effectiveness. The system is designed to manage, rather than eliminate, the risk of failure to achieve the execution of the Company’s strategic objectives and business model. The Board reviews this internal reporting on a regular basis.

The Board monitors financial controls through the setting and approval of an annual budget and a formal delegation of authority matrix combined with the regular review of key risk areas and monthly management accounts. The management accounts contain a number of indicators that are designed to reduce the possibility of misstatement in the financial statements.

Each year, on behalf of the Board, the Audit Committee reviews the effectiveness of the Company’s system of internal controls. This is achieved primarily via a comprehensive review of risks which cover both financial and non-financial issues potentially affecting the Company and from discussions with the external auditor. Details of the key risks, and their management, are contained in the following Directors’ Report and notes 33 and 34 to the financial statements. The Board is not aware of any significant failings or weaknesses in the Company’s existing system of internal controls.

Operational risk management is a driver for how the Company does business and dictates requirements to design, plan and adequately respond to internal and external events. This ensures that proper incident response, and effective monitoring can be implemented to minimise anticipated risks and reduce harm and disruption to people, the environment, and the Company’s operations.

Principle 5

Principle

Disclosure

Maintain the Board as a well-functioning, balanced team led by the Chair

The purpose of the Board is to ensure that the business is managed for the long-term benefit of all shareholders, whilst at the same time having regard for employees, customers, suppliers and our impact on the environment and the communities in which we operate. The full Board is responsible and accountable to shareholders for the management and success of the Company and for providing effective controls to assess and manage the risks that the Company faces.

The Company’s business is directed by the Board and is managed on a day-to-day basis by the Chief Executive Officer (“CEO”). The Board monitors compliance with the objectives and policies of the Company through monthly performance reporting, budget updates and periodic operational reviews. The Board has formal meetings at least four times a year, while restricted agenda meetings are held on an ad hoc basis when required. Minutes of the meetings of the Directors are circulated to the Board for approval.

On appointment, Non-Executive Directors commit to set aside sufficient time on the business of the Company to maintain a full understanding of the business which will include at least one annual visit to the Company’s operations in both the Philippines and Nicaragua.

Board membership and attendance:

Board member/role	Meetings eligible to attend	Meetings attended
Steven Smith – Non-Executive Chair	8	8
Darren Bowden – CEO & Executive Director	8	8
Tim Livesey – Independent Non-Executive Director	8	8
Andrew Chubb – Non-Executive Director	8	5
David Cather –Independent Non-Executive Director (appointed 1 November 2024)	4	3
Rob Marshall –Independent Non-Executive Director (appointed 1 November 2024)	4	4
Nick von Schirnding – Independent Non-Executive Chair (appointed 18 March 2024 – resigned 21 March 2025)	8	8
Guy Walker – Non-Executive Director (resigned 3 September 2024)	3	3

Steven Smith has been nominated to the Board by the Candy Group, while Rob Marshall was nominated to the Board by Drachs. These two directors are not independent but have relevant experience from which the Company can benefit. Andrew Chubb is not independent, as he is a partner of the Company’s corporate broker and advises the Company in this role.

The members of the Board, as a whole, have suitable knowledge of the Company and expertise to discharge their duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational. Any Director must declare a conflict of interest in relation to a particular item of business before commencement of discussion on the topic.

The Board has delegated some of its responsibilities to various Committees, which operate within specific terms of reference which can be found on the Company’s website. In the event of a proposal to appoint a new Director, each Director is given the opportunity to meet the candidate prior to any formal decision being taken. Due to the small size of the Company, no Nomination Committee has been established.

The Company has established an Audit committee – refer to page 12 for the Audit Committee Report. In addition, the Company has established a Remuneration Committee – refer to page 15 for the Remuneration Committee Report.

The remuneration and terms and conditions of appointment of Non-Executive Directors are set by the Board and are governed by the Articles.

Principle 6

Principle	Disclosure
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities	The skills and experience of the Board are set out in their biographical details on the Company’s website. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance. MSP Corporate Services Limited, a professional company secretarial services provider, acts as Company Secretary.

Principle 7

Principle	Disclosure
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement	The collective performance of the Board is reflected in the success of the business. Evaluation of the performance of the Board, its committees and individual members has historically been implemented on an on-going and ad hoc basis given the stage of the Company’s development. The Company does not therefore currently comply with Principle 7 in that it has no formal board evaluation process. Succession planning is currently the responsibility of the Board as a whole and the establishment of a Nomination Committee is not considered necessary.

Principle

Disclosure

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The collective performance of the Board is reflected in the success of the business. Evaluation of the performance of the Board, its committees and individual members has historically been implemented on an on-going and ad hoc basis given the stage of the Company’s development. The Company does not therefore currently comply with Principle 7 in that it has no formal board evaluation process.

Succession planning is currently the responsibility of the Board as a whole and the establishment of a Nomination Committee is not considered necessary.

Principle 8

Principle	Disclosure
Promote a corporate culture that is based on ethical values and behaviours	The Board recognises that its decisions will impact the corporate culture of the Group as a whole and that this will affect the performance of the business. The Board is also very conscious that the tone and culture that it sets will greatly impact all aspects of the Group and the way that employees behave and operate. The importance of maintaining sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Company seeks to ensure that responsible business practice is fully integrated into the management of all its operations and into the culture of all parts of the Company’s business. It believes that the consistent adoption of responsible business practice is essential for operational excellence, which in turn is expected to ensure the delivery of its core objectives of, inter alia, sustained real growth in future profitability. In addition, employee involvement is recognised as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents, which, in turn, as a mining company, the Board considers, to be a fundamental part of recognising and establishing ethical values and behaviours throughout the Company’s operations.

Principle

Disclosure

Promote a corporate culture that is based on ethical values and behaviours

The Board recognises that its decisions will impact the corporate culture of the Group as a whole and that this will affect the performance of the business. The Board is also very conscious that the tone and culture that it sets will greatly impact all aspects of the Group and the way that employees behave and operate. The importance of maintaining sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.

The Company seeks to ensure that responsible business practice is fully integrated into the management of all its operations and into the culture of all parts of the Company’s business. It believes that the consistent adoption of responsible business practice is essential for operational excellence, which in turn is expected to ensure the delivery of its core objectives of, inter alia, sustained real growth in future profitability.

In addition, employee involvement is recognised as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents, which, in turn, as a mining company, the Board considers, to be a fundamental part of recognising and establishing ethical values and behaviours throughout the Company’s operations.

Principle 9

Principle	Disclosure
Maintain governance structures and processes that are fit for purpose and support good decision making by the Board	The Company maintains appropriate governance structures and processes according to its current size and complexity, and its stage of development and level of resources. There is a clear division of responsibility between the Non-Executive Chairman and the CEO. The Chairman is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance. The CEO is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company’s operations. The role of Non-Executive Directors includes questioning and challenging the CEO and assisting where possible in developing strategic proposals; reviewing and commenting on the integrity of the Company’s financial reporting systems and the information they provide; recommending appropriate standards of corporate governance; reviewing internal control systems; ensuring that risk management systems are robust; and reviewing corporate performance and ensuring that performance is appropriately reported to shareholders.

Principle

Disclosure

Maintain governance structures and processes that are fit for purpose and support good decision making by the Board

The Company maintains appropriate governance structures and processes according to its current size and complexity, and its stage of development and level of resources.

There is a clear division of responsibility between the Non-Executive Chairman and the CEO. The Chairman is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance.

The CEO is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company’s operations.

The role of Non-Executive Directors includes questioning and challenging the CEO and assisting where possible in developing strategic proposals; reviewing and commenting on the integrity of the Company’s financial reporting systems and the information they provide; recommending appropriate standards of corporate governance; reviewing internal control systems; ensuring that risk management systems are robust; and reviewing corporate performance and ensuring that performance is appropriately reported to shareholders.

Principle 10

Principle	Disclosure
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders	The Company recognises that meaningful engagement with its shareholders is integral to the continued success of the Group. The Company engages with its shareholders through meetings, webinars, presentations and roadshows when appropriate. The Board believes that the Annual Report and Accounts, and the Interim Results published at the half-year stage, play an important part in presenting all shareholders with an assessment of the Company’s position and prospects. All regulatory announcements are published on the Company’s website. The Annual General Meeting and General Meetings are an opportunity for shareholders to discuss the Company’s business with the Directors. The Board is supported by the Audit and Remuneration Committees, each of which has access to such information, resources and advice that it deems necessary, at the Company’s cost, to enable the committees to discharge their duties as are set out in the Terms of Reference of each committee. Further the Board is supported in its dialogue with shareholders by its corporate broker and an investor relations consultancy group.

Principle

Disclosure

Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company recognises that meaningful engagement with its shareholders is integral to the continued success of the Group. The Company engages with its shareholders through meetings, webinars, presentations and roadshows when appropriate.

The Board believes that the Annual Report and Accounts, and the Interim Results published at the half-year stage, play an important part in presenting all shareholders with an assessment of the Company’s position and prospects. All regulatory announcements are published on the Company’s website. The Annual General Meeting and General Meetings are an opportunity for shareholders to discuss the Company’s business with the Directors.

The Board is supported by the Audit and Remuneration Committees, each of which has access to such information, resources and advice that it deems necessary, at the Company’s cost, to enable the committees to discharge their duties as are set out in the Terms of Reference of each committee.

Further the Board is supported in its dialogue with shareholders by its corporate broker and an investor relations consultancy group.

Date on which this information was last reviewed: 22 May 2024

Governance

CORPORATE GOVERNANCE STATEMENT

Principle 1

Principle 2

Principle 3

Principle 4

Principle 5

Principle 6

Principle 7

Principle 8

Principle 9

Principle 10

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Registered Office

27-28 Eastcastle Street,
London, England, W1W 8DH

United Kingdom

3rd Floor
22a St James Square
London, SW1Y 4JH

Philippines

Unit 1603, Pacific Star Building,
Sen. Gil Puyat Avenue corner,
Makati Avenue, Makati City, 1200,
Metro Manila, Philippines
Tel: +63 (0) 2 8659 5662

Nicaragua

Reparto Las Cumbres
Banco Avanz, 300 m Sur, Casa A-16
Managua,
Nicaragua.

Governance

CORPORATE GOVERNANCE STATEMENT

Subscribe to our mailing list to receive the latest announcements.

Registered Office

27-28 Eastcastle Street, London, England, W1W 8DH

United Kingdom

3rd Floor 22a St James Square London, SW1Y 4JH

Philippines

Unit 1603, Pacific Star Building, Sen. Gil Puyat Avenue corner, Makati Avenue, Makati City, 1200, Metro Manila, Philippines Tel: +63 (0) 2 8659 5662

Nicaragua

Reparto Las Cumbres Banco Avanz, 300 m Sur, Casa A-16 Managua, Nicaragua.

27-28 Eastcastle Street,
London, England, W1W 8DH

3rd Floor
22a St James Square
London, SW1Y 4JH

Unit 1603, Pacific Star Building,
Sen. Gil Puyat Avenue corner,
Makati Avenue, Makati City, 1200,
Metro Manila, Philippines
Tel: +63 (0) 2 8659 5662

Reparto Las Cumbres
Banco Avanz, 300 m Sur, Casa A-16
Managua,
Nicaragua.