Governance

Corporate Governance Statement

As explained in the Interim Chairman’s report the Board identified several serious lapses in governance and internal reporting in the year. The Board have reconfirmed the adoption of the procedures set out below.

The Corporate Governance arrangements that the Board has readopted are designed to ensure that the Company delivers medium and long-term value to its shareholders and that shareholders can express their views and expectations for the Company in a manner that encourages open dialogue with the Board.

It should be noted that all the directors and members of the Advisory Board are shareholders in the Company. The directors therefore view their own medium and long-term value to be integrally linked to the medium and long-term value of the Company, and as such the interests of the directors and members of the Advisory Board are directly aligned with those of the shareholders.

The QCA Corporate Governance Code 2023 sets out 10 principles that should be applied to deliver growth, maintain a dynamic management framework and to build trust. These 10 principles are listed below with a short explanation of how the Company applies each of the principles together with an explanation of any divergence from these principles should there be any. Save as explained above there are no exceptions to report for the current or previous financial years.

Principle 1 – Business Model, Purpose and Strategy

The Company is focused on North America and, in particular, Idaho in the USA, which is recognised as a pro-mining geopolitically stable jurisdiction. The directors intend to develop the flagship Empire copper mine in Idaho in stages, thereby enabling sound management of the development of the mine in a manner that is professional and efficient and does not burden the Company with excessive fundraisings and unnecessary dilution to shareholders. In addition, the Company’s gold, silver and cobalt properties will be developed in a timely manner that does not distract from the main focus on the Empire copper mine but will consistently add incremental value to the Company. The Company is assisted in its work by internationally recognised mineral consultants, where appropriate.

Principle 2 – Corporate Culture Based on Ethical Values and Behaviours

The Company recognises the importance of promoting an ethical corporate culture, interacting responsibly with all stakeholders and the communities and environments in which the Group operates. The Board considers this to be essential if medium and long-term value is to be delivered. Accordingly, the Board has approved two Corporate Governance policies; a Code of Business Conduct & Ethics, and a Whistleblower Policy, both of which can be viewed on the Company’s website. The directors consider that at present the Group has an open culture facilitating comprehensive dialogue and feedback, particularly with regard to environmental, sustainability and related issues, and relevant to the ongoing successful development of the Company. The Group also participates in local community projects in Idaho and seeks to be regarded as a good corporate citizen within its spheres of operation, and in accordance with the Group’s ESG Programme.

Principle 3 – Understanding Shareholder Needs and Expectations

The directors are themselves shareholders and therefore have aligned interests with the shareholder base as a whole. The Company has a close relationship with many of its shareholders. The Company is in ongoing dialogue with its strategic shareholder, ExGen Resources Inc, holds regular meetings with larger shareholders and brokers representing private shareholders, and also arranges in-person meetings and plans to restart webinar meetings with smaller private shareholders. The Company regularly updates its website, participates in podcasts and investor presentations, attends mining conferences, and releases news flow and operational updates in accordance with the AIM rules. Shareholders are also encouraged to attend the Annual General Meeting. The executive directors are also available by telephone and regularly receive calls from individual shareholders.

Principle 4 – Consider Wider Stakeholder and Social Responsibilities

The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees of the Group and its contractors, consultants, advisers, suppliers, regulators and other stakeholders, including the local communities where the projects are located. The Board of the Company and the senior management of its operating subsidiaries make every effort to ensure that all stakeholders are communicated with effectively, that contractual terms are complied with, and that employees, in particular, are afforded a safe and enjoyable working environment, and are remunerated and incentivised appropriately.

The Group has an Environmental, Social and Governance (“ESG”) & Sustainability Committee, whose role is to oversee all aspects of the Group’s ESG Programme, working closely with the Group’s ESG Programme Coordinator, who is based at the Empire Mine project site in Mackay, Idaho. The Committee met twice during 2025. The Group has also established the Konnex Community Advisory Team (KCAT), composed of three representatives from the Company and Konnex Resources, plus eleven independent residents of Custer and Butte Counties with diverse experience in the municipal sector, local business, entrepreneurship, and land use. The members act as an advisory group to facilitate communication between the Company and local residents and to identify ways to best benefit the local community. The KCAT meets on a quarterly basis. In addition, the local community is engaged on a regular basis via meetings with the local mayor and other officials, including project site visits, and at the State level, ongoing communication is maintained with the relevant regulatory authorities. Konnex Resources Inc, the Group’s Idaho registered operating company, is also a member of the Idaho Mining Association.

In the interests of transparency and accountability, the Company has, in prior years, engaged with Digbee ESG, an independent ESG disclosure platform for the mining industry. Digbee has produced a detailed report which focuses on both the corporate level as well as specific project-level information pertaining to the Empire Mine. This report is normally updated annually and can be viewed on the Company’s website. Due to cost constraints, we have not engaged Digbee ESG for 2026.

Furthermore, the Group’s overall ESG activities are summarised in the Group’s Sustainability Report, published annually and also available on the Company’s website. This Report has been prepared in accordance with the Sustainability Accounting Standards Board (SASB), the Task Force for Climate-Related Disclosure (TCFD), and also makes reference to the UN’s Sustainable Development Goals.

Principle 5 – Risk Management

The Board has overall responsibility for the determination of the Company’s risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The Board is assisted in this matter by an Audit and Compliance Committee. After consultation with the Company’s external auditors, an internal audit function is not considered necessary or practical due to the size of the Company, and the close day to day control is exercised instead by the executive directors. This position will be reviewed on an annual basis by the board, in consultation with the Audit and Compliance Committee and the external auditors. 

As described in the Chairman’s report several serious governance and internal control failures across the years 2017 to 2025 were identified in early 2026. The Board has strengthened Board oversight over the Group’s financial controls and have acted to correct the control weaknesses identified, namely control of the bank mandate. The Board has reaffirmed recognition of the importance of sound corporate governance and will apply the Quoted Companies Alliance’s Corporate Governance Code 2023 (the “QCA Code”) with increased vigour.

The Group also takes out relevant insurance as appropriate.

Principle 6 – A Well-functioning Board of Directors

The Board consists of one executive director, the chief executive officer and three non-executive directors. Catherine Evans is currently acting as Interim Chairman. The directors comprise a combination of technical (Ryan McDermott and David Jarvis) and corporate (Catherine Evans and Jason Riley) who have wide experience, specifically within the minerals sector worldwide. Ryan McDermott is also the chief executive officer of the Company’s operating subsidiaries in Idaho. When possible, the Board meets in person and frequently online and/or by telephone. The Board has also established an Audit and Compliance Committee, a Remuneration Committee and an ESG & Sustainability Committee. The Company considers that, at this stage of its development, and given the current size of its Board, it is not necessary to establish a formal Nominations Committee. This position will also be reviewed annually by the Board. 

Catherine Evans is considered to be an independent director and chairs all three Committees.

The recent events have resulted in her increased involvement including acting as Interim Chairman. Any executive authority she currently holds is directly delegated by the Board. The Audit and Compliance Committee met three times during 2025, the Remuneration Committee twice, and the ESG & Sustainability Committee twice.  Jason Riley represents the Company’s strategic shareholder, ExGen Resources Inc, and is therefore not considered to be an independent director. David Jarvis was appointed as Non-Executive Director in April 2026 and is considered to be an independent director.

The Board is also assisted by an Advisory Board, currently comprising Harry Kenyon-Slaney and Paul de Gruchy, who between them have significant technical, corporate and legal experience within the mining sector worldwide. Dennis Thomas and Andre Cohen have both retired.

The Company reports annually on the number of board and Committee meetings that have been held and the attendance record of individual directors. During 2025 the Company held a total of 15 board meetings, and an Annual General Meeting, at which all directors were present in person, or by telephone, or by proxy.

Principle 7 – Appropriate Skills and Experience of the directors

The Board consists of four directors. The Company has engaged a highly experienced Interim CFO and will actively seek a new finance director, with suitable experience, at the appropriate time.  The Company believes that the current balance of skills within the Board as a whole, once the new finance director is appointed, will provide a broad and appropriate range of commercial, technical and professional skills relevant to the mining sector and to the successful development of the Company within that sector. Each of the directors has direct experience in public markets.

Brief CVs of each of the directors and officers are set out on the Company’s website.

The Board will review annually the effectiveness of its Corporate Governance structures and processes. The Board currently considers that the balance between executive and non-executive directors, including the independent directors, and the roles of the Audit and Compliance Committee, the Remuneration Committee and the ESG & Sustainability Committee are appropriate for the Company’s size and stage of development. The members and responsibilities of each Committee are set out on the Company’s website. The Company has also created an Advisory Board to provide further expertise to the Company.

The Board seeks to comply with a duty to act within its powers, a duty to promote the success of the Company, a duty to exercise independent judgment, a duty to exercise reasonable care, skill and diligence, a duty to avoid conflicts of interest, a duty not to accept benefits from third parties, and a duty to declare any interest in a proposed transaction or arrangement.

The Company has also implemented a code for directors’ and employees’ dealings in shares which is appropriate for a company whose shares are traded on AIM and is in accordance with the requirements of the Market Abuse Regulations which came into effect in 2016.

Principle 8 – Evaluation of Board Performance

Internal evaluation of the Board, its Committees and individual directors and officers is to be undertaken on an annual basis by reference to how the director or officer has performed in fulfilling his/her specific functions, attendance at Board and Committee meetings as appropriate, and overall contribution to the Group as a whole. The Interim Chair intends to consult periodically with key shareholders to obtain their feedback on the Board’s performance. All directors seek re-election as appropriate at the Annual General Meeting in accordance with the Company’s Articles and the Companies Act. Although the Company is BVI registered, the Memorandum and Articles of Association were amended at the time of the AIM IPO in 2017 to be compliant with the UK Companies Act and have since been further amended to ensure ongoing compliance.

The directors acknowledge that succession planning is also a vital task for boards, and the management of succession planning will represent an ongoing key responsibility of the Board.

Principle 9 – Establish a Remuneration Policy

The Company operates in a highly specialised and competitive sector where attracting and retaining experienced executives with appropriate technical, operational, commercial and capital markets expertise is critical to the delivery of the Company’s strategy and the creation of long-term shareholder value.

The remuneration structure is designed to support the Company’s long-term strategy by balancing fixed remuneration with performance-linked incentives and equity participation. The Board believes that this approach aligns executives with shareholders and supports disciplined decision-making focused on sustainable long-term value creation.

The Company maintains a relatively lean corporate structure and relies significantly on the experience and capability of a small executive team. The Remuneration Committee therefore considers retention and continuity of leadership to be important factors in delivering operational execution, portfolio growth and value realisation for shareholders. The remuneration structure is therefore designed to promote sustainable performance and shareholder alignment while remaining appropriate for the Company’s size and stage of development.

The Company‘s Remuneration Committee takes seriously its responsibilities to evaluate the remuneration arrangements of the executive on a regular basis as part of the Company’s wider governance framework. However, taking into account the Company’s market capitalisation, its experienced, stable, long-established and lean executive management structure that is modest in number and, in line with a number of other AIM quoted companies, the Board will not be putting a remuneration policy resolution to shareholders at this year’s AGM.  This approach will be reviewed annually going forward by the board prior to each AGM.

Principle 10 – Shareholder Communication

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The directors will continue to meet with and receive calls from shareholders, large and small, institutional and private, as appropriate. The Company will continue to keep its website up to date, participate in podcasts and investor presentations, attend mining conferences, and to release news flow and operational updates as appropriate.

Results of shareholder meetings and details of votes cast will be publicly announced through the Regulatory News Service and also published on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against the proposed resolutions.

On behalf of the Board

Catherine Evans

Interim Chairman

18 June 2026