ECR Minerals plc
Annual Report 2023

Plain-text annual report

CONTENTS CONTENTS Company Informat ion Chairman’s St atement St rategic Report Report of t he Direct ors Corporate Governance Stat ement Directors’ Remunerat ion Report St atement of Direct ors’ Responsibilit ies Independent Audit or’s Report to the M embers Consolidat ed St atement of Comprehensive Income Consolidat ed and Company St atement of Financial Posit ion Consolidat ed St atement of Changes in Equit y Company St atement of Changes in Equit y Consolidat ed and Company Cashflow St atement Not es t o t he Financial St atement s Not ice of Annual General M eet ing Page 1 2 9 18 20 40 45 47 50 53 55 56 58 59 83 ECR M inerals plc | Annual Report 2023 ECR M INERALS PLC COM PANY INFORM ATION COM PANY INFORM ATION Directors Nick Tulloch David Tang Trevor Davenport Andrew Scot t Chairman Non-Execut ive Director Non-Execut ive Director Non-Execut ive Director Appointed 15 Sept ember 2023 3 August 2017 1 Oct ober 2021 24 January 2022 Company Secretary Elizabet h Olaleye Head Office & Registered Office Office T3, Hurlingham Studios Ranelagh Gardens London SW6 3PA Unit ed Kingdom Registered Number 05079979 Independent Auditor Nominated Adviser Principal bankers Registrars Solicitors PKF Lit tlejohn LLP 15 West ferry Circus Canary Wharf London E14 4HD WH Ireland Ltd 24 M artin Lane London EC4R 0DR Barclays Bank PLC 1 Churchill Place London E14 5HP Comput ershare Invest or Services plc The Pavilions, Bridgw at er Road Brist ol BS13 8AE Charles Russell Speechlys 5 Fleet Place London EC4M 7RD Company website w w w .ecrminerals.com ECR M inerals plc | Annual Report 2023 1 CHAIRM AN’S REVIEW CHAIRM AN’S REVIEW For the period ended 30 September 2023 five mont hs, t hat is st art ing t o show t hrough. It feels a lit tle curious t o be reporting on ECR’s performance in t he year t o 30 Sept ember 2023 w hen I spent slight ly over t w o w eeks in t he role in t he period but, as you w ould expect any new managem ent t eam t o do, M ike Whit low , as COO, and I undertook some int ensive learning and examinat ion of ECR’s asset s and business on our appoint ment and I hope t he decisions w e have made and init iat ives w e have undertaken since resonate w ell w it h shareholders. I w ould First ly, t o express my like appreciat ion t o David Tang, our former Chairman, w ho led ECR t hrough a very challenging period w it h great diligence and commit ment . I w as honoured t hat he asked me t o t ake over as Chairman t w o mont hs ago and I t hank him for all he has done for ECR so far. I am part icularly pleased t hat w e w ill cont inue t o benefit from his w ise counsel and det ailed know ledge of our operations in his ongoing role on our board of direct ors. I w ould also like t o recognise t he w ork t hat Andrew Hayt horpe undertook during his t enure as CEO in developing ECR’s portfolio of asset s. Against a backdrop of exceptionally challenging market s, t he progress made on t he ground has not been reflect ed in our market valuat ion and share price but M ike and I w ould cont end t hat it is a mat t er of w hen and not if t hat t his w ill be corrected – and perhaps t his is beginning t o become apparent over t he past six mont hs since our appointment . Wit h a small market capit alisat ion, it is easy for invest ors t o overlook t he potent ial in our portfolio. I have been saying since I joined t hat t he Company had somew hat lost it s connection w it h invest ors and one of our first t asks is t o rebuild t hat. I hope, w it h t he effort s w e have made in t he past and based convict ion It w as im portant t o me and M ike t hat w e t o our demonst rat ed shareholders consequent ly w e proposed t o t he board a remunerat ion scheme for each of us t hat is almost 90 per cent. shares and, in ECR furt hermore, t hat t hose share issues are linked to performance. We w ere flat t ered t o be im mediat ely joined in t his concept by all ot her mem bers of t he board t hrough t heir schemes and sacrifice cancellat ion of 54,000,000 hist orical share options. The salary sacrifice scheme has already been ext ended t w ice. Toget her, and w it h t his now clear alignment of t he board w it h shareholders, w e hope t o build furt her value t o ECR’s asset s in t he coming year. salary t hey are M ike and I both keep an eye on bulletin boards and ot her invest or comm ent ary. Follow ing from w hat I said above, w e can’t build a connect ion w it h invest ors if w e don’t know w hat t hinking. Opinions and comment s are diverse as you w ould expect but my st and out favourit e, made not long after our appoint ment , w as t o nickname us “ Ant and Dec” . Quit e w het her t he aut hor meant it t his w ay, I am not sure, but I enjoyed it as an apt description. We joined t he company t oget her as a double act and invest ors w ho know us w ill see t hat w e have very different skillsets and experience but w e both share a common desire t o grow t he Company in t he public market s. Perhaps celebrit y like comparison, w e w ork closely t oget her, speaking several t imes most days as w e develop init iatives to “ ent ertain” invest ors and develop ECR. our more famous In cont rast t o ECR’s share price, spot gold recovered sharply in M arch 2023, and despit e dipping in Oct ober 2023, t he yellow met al has risen strongly since t hen, ECR M inerals plc | Annual Report 2023 2 CHAIRM AN’S REVIEW t he above im portant remaining US$2,000/ oz benchmark for much of t he past five mont hs. Despit e gold’s safe- haven st atus in a t urbulent and difficult w orld, t he sharp rise in int erest rat es over t he year t o combat high inflat ion rat es have w eighed heavily on market s and t he w idely sent iment , discussed disconnect bet w een t he gold price and junior explorers. Alt hough t his highly uncert ain macro pict ure could yet cont inue, market comment at ors are speculat ing t hat falling inflat ion may lead t o falls in int erest rat es early in 2024. If t his happens, junior explorers, including ECR, may find themselves back in favour. resulting in When I t ook t he helm in Sept ember 2023, along w it h M ike, w e conduct ed a det ailed asset overview and evaluat ion. It w as of no surprise t o us t hat w e believe t hat ECR has a number of high qualit y asset s, and t he w ork t hat our Chief Geologist Adam Jones and t he field t eam have undertaken, particularly at our Queensland project s over t his year have delivered a t angible increase bot h in our underst anding of t he t errain and the value of t he licences. What follow s is a project by project assessment to date. QUEENSLAND Lolworth Project Our primary focus during 2023 has been t he development of our Queensland asset s, and in part icular t he gold and bat tery met als asset s t hat field w ork has licences revealed at our exploration EPM 27901, EPM 27902 and EPM 27903 at t he Lolw orth Range area in Nort hern Queensland. The Lolw orth Range area in Nort h Queensland has been closely monit ored by ECR’s Chief Geologist Adam Jones for many years and is considered highly prospective for gold. An ext ensive fieldw ork campaign of soil sampling and rock chips has already been successfully complet ed by our geological t eam led by Adam Jones, and t he t eam are now focused on ident ifying areas of high potential t o help delineat e a series of fut ure high-priorit y zones and drill t arget s. Soil sampling and rock chip result s already in from Reedy Creek, Gorge Creek and Woolshed Creek (announced at t he end of t he period in quest ion) continue t o ext end t he region’s gold prospect ivit y, and post period end result s from Gorge Creek are increasingly highlight ing Lolw orth as a bona fide explorat ion opport unit y. Already t here are indicat ions t hat a much larger syst em may be in sit u t han has been mapped at present. The next st eps for Lolw orth are t renching at Flaggy Creek and Reedy Creek. We int end t o t rench across various out crops and follow up wit h reverse circulat ion drilling. We w ill also undert ake furt her reconnaissance for niobium and gold in t enement s st reams over w here geological mapping suggests t he t hat presence of pegmat it e covers square approximat ely kilomet res. t he east ern int rusion 45 Hurricane Project and Kondaparinga License ECR w as grant ed a condit ional opt ion t o acquire t he ent ire issued share capit al of Placer Gold Pt y Ltd, t he beneficial holder of t hree granted mining t enement s (EPM ECR M inerals plc | Annual Report 2023 3 CHAIRM AN’S REVIEW 27518, EPM 25855 and EPM 19437) located in Nort h East Queensland, t oget her know n as t he Hurricane Project . An ext ensive campaign of field w ork w as undertaken by Adam Jones and t he field t eam over t he summer mont hs, and w hile rock chip sampling confirmed t he area w as prospect ive for gold and ant imony, t he Board decided t hat t he t erms of t he acquisit ion did not represent good value for ECR shareholders. I w ould emphasise here t hat none of t his is meant t o im ply t hat t here is not value in Hurricane – w e sim ply not t he proposed cost . represent ative of How ever, w ork done by Adam Jones and Andrew Hayt horpe did reveal to us several opport unit ies in t he locat ion. value w as felt t he We t ook t he decision t o t erminat e t he proposed Hurricane acquisit ion in Oct ober 2023 and short ly ahead of t hat applied for EPM 28910 at Kondaparinga. This area is sit uat ed close t o t he original geological feat ures t hat first bought Hurricane t o t he at t ent ion of our board and field t eam. Significant ly, it is also t w ice t he size of Hurricane. Blue M ountain Project t he In April 2023, ECR announced t he Blue condit ional acquisit ion of M ount ain project , w hich consist s of explorat ion permit s EPM 27175 and EPM 27183 and includes t he Denny Gully Gold project , sit uat ed sout h w est of Gladst one port and sout h east of Biloela, t he small regional past oral-agricult ural-coal mining centre in Queensland. No w ork has yet been undertaken at Blue M ount ain, and a decision on w het her or not t o progress t his project w ill be taken during 2024. VICTORIA ECR’s operational hub remains in Bendigo, in Vict oria, Aust ralia, and from here our field and drill t eam have cont inued t o progress our project s at Cresw ick and Bailiest on. Creswick Hist orically, a considerable amount of invest or int erest has centred on our Cresw ick project , w here ECR ow ns licence t enement s EL006184, EL006907 and EL006713 and a property at Springmount . There is good reason for t his int erest . Cresw ick sit s in an im pressive “ postcode” w it h numerous hist oric product ion sit es in t he vicinit y and, more recently, grow ing int erest again in Vict oria as a gold- producing region. Cresw ick is in effect a cont inuous land package from t he Springmount property south t hrough t o t he outskirt s of Ballarat , w hile licence EL006907 also links Cresw ick t o the Ballarat East -Nerrina Goldfields. Follow ing t he re-assay of t he Cresw ick diamond drill core, Adam Jones and t he field t eam ret urned t o conduct furt her fieldw ork and ident ified a potent ial new parallel gold syst em t o t he south-east of t he Springmount property w it hin t he Dimocks M ain Shale. Several prospect s in t his area demonst rat ed considerable pot ent ial t hrough posit ive soil and rock chip sampling result s. In addit ion, 10 short holes w ere drilled at Spring Hill Reef, adjacent t o t he Springm ount propert y and t he 2019 reverse circulat ion drill holes. Ult imat ely, t he drill result s at t hat t ime w ere disappoint ing, and coupled w it h t he challenging market s, t he Board at the time ECR M inerals plc | Annual Report 2023 4 CHAIRM AN’S REVIEW t ook t he decision t o t emporarily suspend furt her w ork on Cresw ick and focus resources on it s Queensland asset s. Separately, ECR also received A$609,091 funds from t he disposal of t he Bailiest on property at Nagam bie-Rushw ort h Road. Since that dat e, and after the year end, we have ret urned t o drill at Cresw ick, t his t ime at Davey Road and Kuboid Hill. Whilst w e are current ly aw ait ing result s from Kuboid Hill, bulk sample t esting at Davey Road indicat ed both ext ensive prevalence and pleasing grades of gold w it h t he best result being 41.03 g/ t Au over 1 met re t hereby vindicating our decision t o re-examine our Cresw ick asset s. Tambo licences ECR’s explorat ion in east ern Vict oria covering t he Tambo River and Sw ift s Creek region w ere granted in December 2021. We have previously recorded 22g/ t rock chips w it h silver and bismut h credit s and expect t o commence reverse circulat ion drilling at Tambo in t he coming year. Bailieston OTHER ASSETS The ext ensive field w ork and drilling undert aken at t he Bailiest on propert y in previous years maint ains t his asset as one of our most prominent . The final phase of an ongoing drilling campaign in Spring 2023 at t he Blue M oon prospect result ed in some promising gold grades follow ing on from t he hist oric drill holes from t he 2019 RC drill programme. The unusual geology at Blue M oon gave some indicat ion of an ext ended grade t rend but unfort unat ely did not expand at dept h and hopes for an ext ended grade t rend failed t o mat erialise. Unable t o confirm any potent ial for an im mediat e commercial discovery, and faced w it h lit tle support in t he market s at t hat t ime, t he Board t ook t he decision t o suspend act ivit ies and focus resources on it s Queensland asset s. Follow ing t he year end t he Board has noted t he ‘spect acular’ result s announced by ASX list ed Southern Cross Gold at it s Sunday Creek project sit ed t o t he sout h of ECR’s Bailiest on asset s as w ell as a general increase in act ivit y across the Victoria gold mining regions. We w ill commence a st ream sampling programme at Bailest on in t he current financial year. Danglay Gold Project, Philippines in pesos involvement t he period, it s In February 2023, an int ercompany loan of 28,354,525 (approximat ely £420,800) ow ed t o ECR by Cordillera Tiger Gold Resources Inc (“ Cordillera Tiger"), t he ow ner of Exploration Licence EP-006 at t he Danglay Gold Project, Nort hern Philippines w as sat isfied by t he issue of 6,666,667 new ordinary shares in t hat company. As a result , ECR now ow ns 90 per cent. of Cordillera’s issued share capit al. How ever, t he Group has during reassessed t he Philippines in accordance w it h IFRS 10’s definit ion and guidance on cont rol. As a result of t he officers and direct ors of Cordillera Tiger not acting in accordance w it h t he Group’s inst ruct ions, t he Group has concluded t hat it has no significant influence and no out right cont rol in making it s judgement in respect of it s Philippines asset s. The Board have considered t he Group’s vot ing right s, t he relat ive size and dispersion of t he vot ing right s held by ot her shareholders and t he recent inact ivit y by t hose shareholders. t hat Recent experience demonst rat es enough of t he smaller shareholders, w ho are also direct ors of t he Philippines company, have operated in such a w ay t hat has prevent ed t he Group from having t he pract ical abilit y t o direct and gain access t o financial and ot her informat ion ECR M inerals plc | Annual Report 2023 5 CHAIRM AN’S REVIEW t o is pert inent t hat t hat company. Wit h our focus very much on Aust ralia, w e cont inue t o explore options t o cryst allise value here. running Avoca and Timor Exploration Licence Royalties In April 2020, t he Group’s subsidiary M ercat or Gold Aust ralia Pt y Ltd ent ered int o an agreem ent for t he sale of Avoca and Timor explorat ion licences EL5387, EL006280, EL006913 and EL006278 in Vict oria t o Curraw ong Resources Pt y Lt d, a w holly ow ned subsidiary of Fosterville Sout h Explorat ion Lt d. A cash paym ent of US$500,000 w as received at t he t ime and ECR continues t o be ent it led to: 1. 2. inferred A furt her payment of A$1 for every ounce of gold or gold equivalent of indicat ed measured resource, resource resource or est imat ed w it hin t he area of one or more of in any combinat ion or aggregation of t he foregoing, up t o a maximum of A$1,000,000 in aggregat e; and licences t he A furt her payment of A$1 for every ounce of gold or gold equivalent produced from w it hin t he area of one or m ore of t he licences, up t o a in maximum aggregat e. of A$1,000,000 SLM Gold Project Royalties In February 2020, t he Company sold it s w holly ow ned Argent ine subsidiary, Ochre M ining SA, w hich holds t he SLM gold project in La Rioja, Argent ina. The sale allow s ECR t o focus on it s core gold explorat ion activit ies in Aust ralia. The purchaser, Hanaq Argent ina SA (“ Hanaq” ), w as a Chinese-ow ned company engaged in lit hium, base and precious met als in nort h-w est Argent ina explorat ion including Salt a, Jujuy and La Rioja, w it h a highly experienced management team. ECR ret ains an NSR royalt y of up t o 2 per cent. t o a maximum of US$2.7 million in respect of fut ure product ion from t he SLM gold project , ow ned by Hanaq. The Directors believe t hat Hanaq has t he operational capabilit ies and access t o invest ment capit al necessary t o put t he SLM project int o product ion, subject t o t he usual prerequisit es such as furt her explorat ion and feasibilit y st udies being successfully deemed complet ed necessary by Hanaq) and t o t he necessary permit s for production being obtained. (if No payment s under t he SLM gold project royalt ies w ere received in the year. Exploration Licence Overview and Summary at licences licences At t he end of t he financial year, ECR held in eight active explorat ion Vict oria. There are t hree grant ed mineral explorat ion Cresw ick (EL006184, EL006907 and EL006713), and four grant ed explorat ion licences EL5433, EK006911, EL006912 and EL007296 at Bailiest on. At Tambo ECR ow ns t he licence EL007484 covering explorat ion Sw ift s Creek and t he Tambo River. No payment s under t he Avoca and Timor explorat ion licence royalt ies w ere received in t he year. t hree explorat ion ECR holds licences (EPM 27901, EPM 27902 and EPM 27903) in t he Lolw orth area, Nort h Queensland and ECR M inerals plc | Annual Report 2023 6 CHAIRM AN’S REVIEW has applied for licence EPM 28910 at Kondaparinga also in Nort h Queensland. In November 2020, ECR lodged explorat ion licence applicat ion EL007537 for an area w hich surrounds mining licences M IN5396 and M IN4847. These mining licences, w hich are not held by ECR, cont ain t he operat ing Ballarat gold mine. The area of EL007537 includes t he sout hern ext ension of t he Dimocks M ain Shale, w hich is t he t arget of explorat ion at t he principal Cresw ick gold project located a short dist ance t he nort hern t he nort h, ext ension of t he Ballarat East line and t he dept h ext ensions of t he Ballarat West line. EL007537 is in a compet it ive bid w it h t hree ot her applicant s. t o Asset Review As t he Group is not generat ing revenue from operations, t he Direct ors consider t hat profit and loss is a met ric of less ut ilit y t han in many ot her businesses. For t he year t o 30 Sept ember 2023 t he Group recorded a t otal comprehensive loss of £1,772,670 compared w it h £2,614,873 for t he year t o 30 Sept ember 2022. This is reflect ed principally in t he im pairment of invest ment held in Cordillera Tiger and administ rative expenses. The Group’s net asset s at 30 Sept ember 2023 w ere £5,012,403 in comparison w it h £5,849,083 at 30 September 2022. In maint aining int ensive drilling campaigns and explorat ion act ivit ies, ECR’s capit al posit ion has reduced during t he year. How ever, t he Company raised £900,000 before expenses in December 2022, and follow ing rest ruct uring, a furt her condit ional fundraise of £580,000 w as executed just prior t o t he year end from high net w ort h individuals and inst it ut ional investors w it hout payment of commissions. In Oct ober 2023, a cross- board salary sacrifice scheme in lieu of t he board in ret urn shares w as agreed t o further save cash. To dat e, t he Board has sacrificed £80,000 of salary for 22,857,142 new ordinary shares at a price of 0.175 pence issued in December 2023 and a furt her issue of new ordinary shares t o be made at t he end of M arch. Follow ing t he year end, Director opt ions over 54 million options w ere cancelled on 20 Oct ober 2023 as part of our efforts t o fully align w it h shareholders amid t he challenging condit ions. market Furthermore a placing t o raise £585,000 at 0.3 pence per ordinary share w as announced earlier t his mont h w it h set t lement scheduled for 8 April 2024. This significant achievement for ECR, coming at a more t han 70 per cent. premium t o our raise in Sept ember 2023. Import antly, w e are now fully funded for our 2024 explorat ion programme. fundraising is a Since my arrival in Sept ember 2023, w e have int roduced addit ional measures t o preserve cash going forw ard. M ost recently, and aft er t he year end, we successfully sold a drilling rig and an excavat or for a combined considerat ion of A$420,000 (w it h payment s for t he rig being spread over nine mont hs), ECR also ow ns a property at Brew ing Lane, Springmount (w it hin t he Cresw ick licence area), on w hich t he Group is in t he process of obt aining planning perm ission for a t he resident ial house pending putt ing propert y up for sale. For a m odest out lay, w e believe t hat , w it h planning permission, t he land value should increase and, equally im portant ly, so w ill t he likely audience of buyers. Despit e t he challenges t hrow n at ECR during 2023, w e have significant ly advanced t he value of our asset s across t he group and, hopefully, as shareholders w ill observe, our pace of activit y has accelerat ed int o 2024. We have made a ECR M inerals plc | Annual Report 2023 7 CHAIRM AN’S REVIEW increasing re-energise our t o conscious effort invest ment case and activit y levels are high – and reflect ed t rading in volumes on t he st ock exchange – so w e believe t hat w e have much t o look forw ard t o in t he coming year. It is im portant t o me, and my fellow direct ors, t hat our fully aligned w it h Board shareholders t hrough our salary sacrifice and t o part icipating w it h you all as w e aim t o t o our t ransformat ive value deliver shareholders in the coming year. I very much is now forw ard look st reamline operations and cost s, w hile adding value t o ECR’s key asset s going forw ard. I look forw ard t o reporting back t o you w it h furt her progress. Nick Tulloch Chairman 31 M arch 2024 Finally, my t hanks t o our shareholders for support ing us. I hope w e can offer you furt her cause for opt imism as w e seek t o ECR M inerals plc | Annual Report 2023 8 is based Tang, Non-Execut ive Direct or, is based in Canada, Dr Trevor George Davenport, is based in Guernsey and Andrew Scot t, Non- in New Executive Director, Zealand. M ike, Whit low, COO, is based in Cyprus. The corporate st ruct ure of t he Group reflect s it s present and hist orical activit ies and t he requirement , w here appropriat e, t o have incorporat ed ent it ies in part icular count ries. STRATEGIC REPORT STRATEGIC REPORT For the period ended 30 September 2023 The Direct ors of t he Company present t heir St rategic Report for t he year ended 30 Sept ember 2023. Principal Activities The principal activit y of t he Group is t he ident ification, acquisit ion, explorat ion and development of mineral project s. The principal activit y of t he Company is that of a holding company for it s subsidiaries and other invest ment s, alt hough project development activit ies may also be undertaken direct ly. Whilst t he Group’s hist orical focus has been on gold, as is it s considers current it opport unit ies mineral commodit ies. also ot her focus, in The main current area of act ivit y is Cent ral Vict oria and Nort hern Queensland, Aust ralia. Future Developments The Group w ill cont inue t o seek t o advance and add value t o it s project s t hrough explorat ion activit ies, and, in addit ion, is actively considering potent ial t ransactions in relat ion t o certain of it s project s, w hich may create value for t he Company and it s shareholders. The Group also cont inues t o review pot ent ial new project s on a highly select ive basis, w it h a concent rat ion on precious, base and strat egic met als. Organisation Review The Company is incorporat ed in England but operat es in ot her count ries t hrough cont ract ual foreign arrangement s. Nick Tulloch, Chairman, is based in t he Unit ed Kingdom, w hile David subsidiaries and The Com pany has a w holly ow ned Aust ralian subsidiary, M ercat or Gold Aust ralia Pt y Ltd (“ M GA” ), w hich has accumulat ed some A$75 million t ax losses from it s past t rading and is t herefore a suit able vehicle fut ure profit in generat ive activit ies of Aust ralia. M GA it self has a w holly ow ned Aust ralian subsidiary, M ercat or Gold Holding Pt y Lt d. t he Group for any The Company also has a second w holly ow ned Aust ralia subsidiary named Lux Explorat ion Pt y Lt d. The Group’s activit ies in t he Philippines w ere administ ered t hrough a 90 per cent . in a Philippines majorit y shareholding company, Cordillera Tiger Gold Resources, Inc. but, as explained in t he Chairman’s Report , t he Group has concluded t hat it has no significant influence or cont rol in respect of it s Philippines asset s. ECR M inerals plc | Annual Report 2023 9 STRATEGIC REPORT in w hich activit ies The Direct ors aim t o ensure t hat t he Group operates w it h as low a cost base as is pract ical in order t o m axim ise t he amount spent on mineral explorat ion and development, t he expert ise and experience of t he Direct ors t he Group are and consult ant s of employed t o add value t o t he Group’s project s. The various consult ants are ut ilised t o meet t he needs of t he Group in respect of t echnical and other act ivit ies. services of capit al raisings, The Group’s activit ies are financed t hrough periodic principally t hrough t he placement of t he Company’s ordinary shares. As t he Group’s project s become more advanced, ot her forms of finance appropriat e t he st age of developm ent and pot ent ial of each project may be considered. t o Financial & Performance Review The Group’s ongoing act ivit ies are solely in mineral explorat ion and development. It is not in product ion at any of it s current project s and t herefore has no revenue. t o shareholders of For t he year t o 30 Sept ember 2023, t he Group recorded a t ot al comprehensive loss t he at tribut able Company of £1,772,670, an increase compared w it h £2,272,658 for t he year t o 30 Sept ember largest cont ributor t o t he t otal comprehensive loss w as the administ rat ive expenses. 2022. The The Group’s net assets as at 30 Sept ember 2023 w ere £5,012,403 in comparison w it h £5,849,083 at 30 September 2022. Exploration activit y t ook place in both Cent ral Vict oria and Nort hern Queensland, Aust ralia during t he year t o 30 Sept ember 2023, as discussed in t he Chairman’s Report. Capit alised explorat ion asset s are valued in t he Consolidat ed St atement of Financial Posit ion at cost ; t his value should not be confused w it h t he realisable value of t he relevant project s or be considered t o det ermine t he value accorded t o t he project s by t he st ock market , w hich in bot h cases may be considerably different . Strategy and Business M odel mineral project s The Group’s st rat egy is t o locate and acquire w hich demonst rat e good prospect ivit y. The Directors select t hese project s aft er a t horough and crit ical appraisal. This is needed as in general, across t he indust ry as a w hole, t he percentage of mineral explorat ion and development project s w hich go on t o become fully operational and producing mines is relat ively low . Aft er acquiring an int erest in a project, t he st rategy is t hen t o leverage t he Group’s commercial experience and access t o t echnical expert ise t o explore and furt her develop t he project , and in doing so t o t he create value Company’s shareholders. Decisions can t hen be made at appropriat e t imes as t o w het her t o cont inue t he project int o production, ent er int o a joint venture w it h anot her company, or sell t he project out right . t he benefit of for Where a project has been disposed of, t he proceeds of t hat disposal w ill usually be reinvest ed in new project s. In t he case of very significant proceeds from a disposal, t he Direct ors w ould also consider dist ribut ions t o shareholders. The Group’s business model is t o be an efficient and successful explorer and developer of mineral deposit s. The right s t o carry out t hese activit ies may be acquired t hrough t he receipt by t he t he relevant Group of aut horit ies, or by negot iat ing t o acquire right s from exist ing ow ners. The Group w ill licences from ECR M inerals plc | Annual Report 2023 10 ECR wit h some excellent gold grades and again a det ailed underst anding of t he narrow vein geology of t he region, w hich is sim ilar in many w ays t o t he Ballarat gold mine locat ed direct ly sout h. financial resources. End of year cash balance and at t ribut able cash resources This KPI is of crit ical im portance as it is a prime indicat or of w het her t he Group has The sufficient t o t ake all necessary st eps Directors minimise t he rat e of cash burn on overheads (commensurate w it h ensuring t he Group’s qualit y st andards, t hat including it s human resources, are not compromised and t hat it has adequat e resources, bot h human and ot herw ise, t o carry out it s activit ies). The Group held £82,462 of cash and cash equivalent s at 30 Sept ember 2023, versus £842,889 at t he t he year. The Direct ors beginning of consider t he performance of t he Group in t his regard t o be in line w it h t he activit ies required t he Group’s w ork t o programmes. fulfil Operating Review As explained above, t he Group’s current physical operations are located in Cent ral Vict oria and Nort hern Queensland, Aust ralia. The Group’s 90% int erest over it s former project in t he Philippines is no longer considered t o have any value and is no longer consolidat ed in it s account s. STRATEGIC REPORT generally seek t o acquire such right s for low init ial payment s, w it h any furt her amounts paid lat er depending on t he success of t he project . This enables t he risk inherent t o t he Group’s activit ies t o be somew hat mit igat ed. in The business model is put int o pract ice by t he Direct ors conjunct ion w it h consult ant s as required, bot h in t he UK and overseas. In t his w ay, overheads are kept as low as possible and t he flexibilit y of t he Group can be maint ained. Key Performance Indicators (“KPIs”) KPIs w hich apply in t radit ional business models are generally not relevant t o mineral explorat ion and developm ent companies w hich, for example, t ypically have lit t le or no product sales. The Board has previously ident ified some key KPIs w hich are considered of relevance. These are det ailed below . Project development The Group report s t he achievement of explorat ion and development t arget s, including result s of explorat ion, definit ion of explorat ion t arget s, and reporting of mineral resources and mineral reserves, using int ernat ionally recognised protocols. Not able outcomes of explorat ion w ork during t he year included a significant cross-section of gold grades and a detailed understanding of t he geology t hat have in t urn ident ified furt her t arget s across t he HR3 area at Bailieston. Follow ing t he year under review , subsequent result s from soil sample indicate development potent ial for Lolw orth. t esting The int ensive drilling and soil sampling campaign at Cresw ick has also provided ECR M inerals plc | Annual Report 2023 11 STRATEGIC REPORT Section 172(1) Statement In accordance w it h t he Companies Act 2006 (as amended by t he Companies (M iscellaneous Reporting) Regulat ions 2018) t he Direct ors set out below how t hey have had regard t o t he requirement s of section 172(1) of t he regulat ions. The Directors have acted in a w ay t hat t hey considered, in good fait h, t o be most likely t o promot e t he success of t he Company for t he benefit of it s st akeholders. We ensure t hat t he Annual Report disclosures give a fair, balanced and understandable assessment of the Company’s posit ion and prospect s. We set out below informat ion about all our key st akeholder groups, explaining how w e engage and strive to develop collaborative relat ionships. To demonst rat e t he decision-making process and how t he Directors have considered t he mat t ers in sect ion 172(1) of t he Act w hen making t hose decisions, t he t able below includes some examples of decisions m ade during t he course of t he year, t he st akeholders impacted, point s considered and t he out come of t he decisions. The Board’s act ions and act ivit ies have cont inued t o flow from (and support ) our longer-t erm st rat egic planning direction. Board Decision Stakeholders Considerations Outcome Ensure sufficient funding t o support cont inuing business activit ies Shareholders Cust omers Employees Suppliers Long t erm funding t hat is sufficient t o develop and est ablish our brand Career development and progression Employees The Company’s business is reliant on t he skills and abilities of it s employees. One fundraising w as complet ed in December 2022 and condit ional fundraise in Sept ember 2023 w hich w as approved in Oct ober 2023 t oget her for a furt her placing of new ordinary shares in M arch 2024 w ill meet fut ure planned and foreseeable business requirement s. Visibilit y of job opport unit ies as appropriat e. Em ployees are provided w it h access to w ebinars, sem inars and ot her w rit t en mat erials to cont inually develop t heir skills and know ledge of the Company’s indust ry. ECR M inerals plc | Annual Report 2023 12 STRATEGIC REPORT The Board has ident ified t he follow ing key st akeholders: Shareholders, Em ployees, Suppliers and Cont ract ors. Our shareholders The Board seeks t o protect shareholders’ int erest s at all t imes by operating in accordance w it h t he corporate governance arrangement s set out above, and by ensuring t hat each Board decision is t aken w it h due regard t o t he int erest s of shareholders as a w hole. In addit ion t o making appropriat e new s releases and publishing financial reports, t he Direct ors encourage communicat ion w it h shareholders at annual general meet ings and by part icipat ing in invest or present ations, Q& A sessions and via social media. We seek t o ensure t hat our long-t erm st rat egy is aligned w it h t heir int erest s and t o explain how w e aim t o deliver sust ainable grow t h and maximise t he grow t h potent ial of t he business. On page 21 w e set out in furt her det ail how t he Company complies w it h principle 2 of t he QCA (meet ing shareholder needs and expect at ions). Our employees The Group seeks t o remunerat e it s employees fairly, offers flexible w orking arrangement s w here pract ical and encourages employees t o gain exposure t o all aspects of t he Group’s business. The Group gives full and fair considerat ion t o applicat ions for employm ent received regardless of age, gender, colour, et hnicit y, disabilit y, nat ionalit y, religious beliefs, t ransgender st atus or sexual orient ation. It considers t he int erest s of employees w hen making decisions and w elcomes suggest ions from employees which have t he potent ial t o im prove t he Group’s perform ance. Our suppliers and cont ract ors Long-t erm part nerships, w it h consist ent ly reliable suppliers t hat comply w it h all applicable t rading st andards, meet our agreed service levels, and help us t o achieve our corporat e object ives are im portant t o t he Group, and w e cont inue t o w ork t o develop t hese ongoing relat ionships. Our supplier selection process is rigorously review ed by the Board on a regular basis. We seek t o ensure t hat each supplier adheres t o appropriat e st andards of t rade and w herever possible w e im plement and monit or service levels. The Board recognises t he im portance of maint aining t he goodw ill of it s cont ract ors, consult ant s and suppliers, and encourages t his t hrough fair dealings. The Group has a prompt payment policy and seeks t o ensure all liabilit ies are sett led w it hin t he t erms agreed wit h t hat supplier. ECR is opposed t o slavery and human t rafficking w it hin it s operations and t he supply chain w e ut ilise and w ill not know ingly support or do business w it h any organisat ion involved in slavery or human trafficking or that ot herw ise may infringe human right s. Our t ax policy ECR has a clear t ax st rategy t hat guides our approach t o t ax payment s and underpins our values as an organisat ion. We believe in acting w it h int egrit y, honesty and t ransparency t o ensure t hat t he organisat ion is correctly calculat ing t ax payment s, int erpret ing t he t ax rules in good fait h and paying monies in a tim ely manner as required. The organisat ion secures tax ECR M inerals plc | Annual Report 2023 13 STRATEGIC REPORT advice as required t o inform our approach and t axation calculat ions and w ill t ake addit ional expert advice if required t o ensure t hat t hese payment s are accurat e. The Board is informed and support s t he organisat ion’s t ax strat egy and approach. On page 21 w e set out in furt her det ail how t he Company complies w it h principle 3 of t he QCA (how w e take int o account w ider st akeholder and social responsibilit ies). The Direct ors of ECR M inerals plc regularly review t he risks and uncert aint ies t o w hich t he Group is exposed and seek to ensure that t hese risks and uncert aint ies are, as far as possible, minimised. The Directors have ident ified t he principal risks and uncert aint ies facing t he Group and t hese are set out below : Principal risks and uncertainties Risk description Risk management Exploration risk M ineral explorat ion is, by it s nat ure, speculat ive, and as ment ioned earlier t he number of such project s w hich develop int o mining operations is relat ively is no certaint y low . There t he Group’s explorat ion project s can be economically exploit ed and no cert aint y t hat t his w ill enhance shareholder value. If t he Direct ors ult imat ely decide t hat a t hat Development Risk Commodity Prices prospect has no economic fut ure and t hey are unable t o sell it on, t he cost s incurred t o dat e w ould be w rit t en off in t he Consolidated Income St atement in t he year in w hich t he decision t o discontinue explorat ion operat ions is made. All mineral explorat ion and developm ent project s t o delays and/ or unforeseen may be subject from bad w eat her, nat ural difficult ies arising disast ers, non-availabilit y or delayed availabilit y of licences or permit s, changes in t he t erms on w hich key licences or permit s are available, commissioning of operations, and t he raising of finance, among ot her factors. The risk of delays and unforeseen difficult ies is mit igat ed w hen pract ical and legal t o do so. How ever, t he risk remains t hat such factors may render a project unfeasible, or not economically feasible. Changes in t he spot and forw ard prices of t he relevant mineral commodit y can affect t he economic viabilit y of a project at any st age in it s life cycle. Resource Risk M ineral deposit s are evaluat ed by t heir size, grade and by ot her paramet ers, and mineral resources and ECR M inerals plc | Annual Report 2023 14 STRATEGIC REPORT M ining & Processing Technical Risk Environmental Risks Financing Risk Partner Risks Political & Regulatory Risk reserves are t ypically calculat ed in accordance w it h codes. accepted level of Nevert heless, and is alw ays some indust ry t here st andards uncert aint y in t he underlying assumpt ions. The Board keeps t hese assumpt ions under const ant review and adjust s st rat egy accordingly. t he Group’s development Variat ions can occur unexpect edly in t he t echnical paramet ers of a project and can considerably alt er it s economic viabilit y, despit e t he Direct ors t aking as many precaut ions (such as confirm at ory drilling, met allurgical t est w ork and feasibilit y st udies) as is sensible. Changes in legislat ion and t he risk of environmental damage can give rise t o unplanned environment al liabilities or t hreaten t he cont inuit y of a project at any st age in it s life cycle. The environment al paramet ers of all project s are considered carefully so as t o minimise these risks. This arises w hen despit e it s best efforts t he Group finds it self unable to raise t he requisit e finance on it s optim al t imescale, or at all. As a result , project development may be eit her delayed or suspended pending t he raising of finance, and t he lack t hereof may t hreaten t he right s of t he Group in t he event the Group is unable t o meet it s commit ment s. The Direct ors aim t o plan far enough ahead t o ensure an orderly t iming of finance raising activit ies in order t o ensure, as far as practical, t hat t he Group has sufficient liquidit y t o enable project s t o proceed as planned. Any joint vent ure arrangement cont ains an elem ent of counterpart y risk, part icularly as t o t he financial st atus of t he joint vent ure part ner or t o it s level of participat ion in t he joint vent ure, and t hese issues can ult imat ely lead to the failure of t he joint vent ure. There is a need t o maint ain good w orking relat ions w it h t he Group’s joint vent ure partners and t o monit or t heir involvem ent and financial condit ion on a regular basis. This t akes many forms and can exist in developed countries (enhanced environment al requirement s, changes in t axation, et c.) as w ell as less developed ECR M inerals plc | Annual Report 2023 15 STRATEGIC REPORT Internal Control & Risk M anagement countries (civil unrest, government expropriat ion of mineral asset s, corruption et c.). Risks of t his nat ure have affected t he Company’s int erest in t he Danglay gold project in t he Philippines, w here uncert aint y regarding government policy t ow ards t he mining sect or cont inues t he development of t he indust ry. t o act as a brake on The Direct ors are responsible for t he Company’s int ernal cont rol syst ems. Whilst no syst em can give absolut e assurance against mat erial loss or misst atement , t he Group’s processes are designed, limit ed number of w it hin personnel employed, reasonable assurance t hat issues are ident ified and dealt w it h in a tim ely manner. t he confines of t he t o provide The on-going financial performance of t he Group is monit ored regularly, risks are ident ified and w here necessary adjustment s are made as early as is possible. The Board, subject t he necessary shareholder aut horit y, regularly review s capit al invest ment , project acquisit ions and disposals, borrow ing facilit ies (if any), insurance and any guarant ee arrangement s. t o Financial Risk M anagement Objectives and Policies The Group does not present ly hold any forw ard or hedge posit ions in eit her currency or minerals. Current ly t hese are not deemed necessary, but t his is review ed from tim e to time. There is inherent risk in operating bet w een different currencies, principally GBP and AUD, and t he Board monit ors and review s t his exposure on a regular basis. The Board recognises t he Group’s exposure t o liquidit y risk and t hat t he Group’s abilit y t o cont inue it s operat ions is dependent on it having or acquiring sufficient cash resources. The Board cont inually monit ors t he Group’s cash posit ion and may realise all or part of t he Group’s invest ment s in order t o maint ain t he abilit y of t he Group t o m eet it s obligat ions as t hey fall due. The location of t he Group’s principal activit ies is current ly in Aust ralia and it s corporate base is in t he Unit ed Kingdom. These locations are considered st able w it h advanced economic and legal infrast ruct ures. Further det ails of t he Group’s financial risk management object ives and policies are set out in Not e 18 t o t he financial st atement s. Forw ard Looking St at ement s This Annual Report & Account s 2023 may include forw ard looking st at ement s. Such st at ement s may be subject t o a number of know n and unknow n risks, uncert aint ies and ECR M inerals plc | Annual Report 2023 16 STRATEGIC REPORT other fact ors t hat could cause act ual result s or event s t o differ mat erially from current expect at ions. There can be no assurance t hat such st at em ent s will prove t o be accurat e and t herefore act ual result s and fut ure event s could differ mat erially from t hose ant icipat ed in such stat ement s. Accordingly, readers should not place undue reliance on forw ard looking st atement s. Any forw ard-looking st atement s cont ained herein speak only as of t he dat e hereof (unless st at ed otherw ise) and, except as may be required by applicable law s or regulat ions (including t he AIM Rules for Companies), t he Company and t he Group disclaim any obligat ion t o update or modify such forw ard-looking st atement s as a result of new informat ion, fut ure event s or for any other reason. Event s aft er the report ing period Subsequent event s t o t he reporting period are set out in Note 21. Going concern Aft er making enquiries, t he Direct ors have a reasonable expectat ion t hat t he Group has adequate resources t o cont inue in operat ional exist ence for t he foreseeable fut ure. Furt her det ails are given in Not e 2 t o t he Financial St atem ent s. For t his reason, t he Direct ors cont inue to adopt t he going concern basis in preparing t he financial st at ements. How ever, t he Company is current ly financed t hrough invest ment by it s shareholders and, as t here can be no certaint y t hat required cash can be readily raised from fut ure financings, t here rem ains a mat erial uncert aint y t hat may cause significant doubt about t he Group t o cont inue as a going concern. The audit ors have made reference t o going concern by w ay of a mat erial uncert aint y w it hin t heir audit report . Donations The Company made no polit ical or charit able donat ions during t he period alt hough, during t he year, a very small number of product s w ere donat ed to charit able causes. ON BEHALF OF THE BOARD Nick Tulloch Chairman 31 M arch 2024 ECR M inerals plc | Annual Report 2023 17 REPORT OF THE DIRECTORS REPORT OF THE DIRECTORS For the period ended 30 September 2023 The Direct ors of ECR M inerals plc (t he ‘Company’ and t he ‘Group’) present t heir annual report and audit ed financial st atement s for the year to 30 Sept ember 2023. Principal activity A full review of significant mat t ers, including likely fut ure development s, is cont ained in t he Chairman’s Report and t he St rat egic Report. Det ails of significant event s aft er t he reporting dat e are also disclosed in Not e 21 t o t he financial st atement s. Results and dividends The result s for t he year are set out in t he Consolidat ed Income St atement . No dividend is proposed in respect of t he year (2022: nil). The Group loss for t he year of £1,772,670 (2022: loss of £2,614,873) has been t aken t o reserves t oget her w it h t he ot her comprehensive income and loss. Directors The Direct ors w ho served at any t ime during t he period w ere: Directors Nick Tulloch David Tang Trevor Davenport Andrew Scot t Adam Jones* * Resigned 23 January 2024 Chairman Non-Execut ive Director Non-Execut ive Director Non-Execut ive Director Appointed 15 Sept ember 2023 3 August 2017 1 Oct ober 2021 24 January 2022 Chief Geologist 16 December 2020 Det ails of t he Direct ors’ int erest s in t he shares in t he Company are set out in t he Direct ors’ Remunerat ion Report on page 40. Under t he Company’s Art icles of Associat ion, at every annual general meet ing of t he Company, any Direct or w ho has been appoint ed by t he Board since t he dat e of t he last annual general meet ing or:  w ho held office at t he t ime of t he t w o preceding annual general meet ings and did not ret ire at eit her of t hem; or  w ho has held office w it h t he Company as a non–execut ive Direct or (t hat is, he has not been employed by t he Company or held executive office) for a cont inuous period of nine years or more at t he dat e of t he meet ing, shall retire from office and may offer himself for elect ion/ re–elect ion by the members. Total Directors’ emolument s are disclosed in Not e 6 t o t he financial st atement s and det ails of t he share opt ions grant ed t o Direct ors are disclosed below . ECR M inerals plc | Annual Report 2023 18 REPORT OF THE DIRECTORS The Direct ors w ill comply wit h Rule 21 of t he AIM rules and t he M arket Abuse Regulation relat ing t o Directors’ dealings and w ill t ake all reasonable st eps t o ensure compliance by t he Group’s applicable employees. Directors’ indemnities The Company had in force during t he year and has in force at t he dat e of t his report a qualifying indemnit y in favour of it s Direct ors against t he financial exposure t hat t hey may incur in t he course of t heir professional duties as Direct ors and officers of t he Company and/ or it s subsidiaries. Auditor PKF Lit tlejohn LLP has expressed it s w illingness t o cont inue in office as audit or of t he Company and a resolut ion t o confirm t he appoint ment w ill be proposed at t he forthcoming annual general meet ing. Annual General M eeting The annual general meeting of t he Company w ill be held at 11.00 am on 23 April 2024 at Hurlingham St udios, Ranelagh Gardens, London SW6 3PA, Unit ed Kingdom. Not ice of t he annual general meet ing is set out at t he end of t his Annual Report . Nick Tulloch Chairman 31 M arch 2024 ECR M inerals plc | Annual Report 2023 19 CORPORATE GOVERNANCE STATEM ENT Corporate Governance Statement The Board is commit ted t o t he principles of good corporat e governance and t o maint aining high st andards and best pract ice of corporate governance. The direct ors have act ed t o develop corporat e governance pract ices w hich are suit able for t he size and nat ure of t he Company and w hich have been direct ed by t he Quoted Companies Alliance Corporate Governance Code (2018 Edit ion) (t he ‘‘QCA Code’’). ECR aims t o conduct it s business in an open, honest and et hical manner. The Board is accountable t o shareholders for good corporat e governance and has adopt ed t he procedures set out below in t his regard. from The direct ors also not e t hat companies are increasingly encouraged t o provide det ails on t heir w ebsit e and in their annual report of t he recognised corporate governance code t hat t he Company has decided t o apply, how it complies w it h t hat QCA Code t his an it departs and, w here explanat ion of t he reasons for doing so. To t he ext ent t hat ECR departs from any of t he provisions of t he QCA Code it w ill endeavour t o provide det ails on it s w ebsit e or ot herw ise, and as appropriat e. The Chairman is responsible for leading t he Board t o ensure t hat ECR has in place t he st rategy, people, st ruct ure and cult ure t o deliver value t o shareholders and ot her st akeholders of t he Company over t he is medium conscious t hat t he corporat e governance environment is const ant ly evolving and t he it chart ers and policies under w hich operat es t o be monit ored and amended from t ime t o t ime. it s business cont inue t erm. The Board long t o The QCA Code is based on t en principles t hat focus on t he pursuit of medium t o long t erm value for shareholders. The QCA has st at ed w hat t o be for grow ing appropriat e arrangement s it considers t hrough t he principles companies and asks companies t o provide t hey are an explanat ion about how meet ing t he prescribed disclosures. The direct ors have considered how w e apply each principle t o t he ext ent t hat t he Board judges t hese t o be appropriat e in view of t he Com pany’s size, st rategy, resources and st age of development, and below have provided an explanat ion of t he approach t aken in relat ion to each. The Board considers t hat t he Company has complied w it h all of t he provisions of t he code including, during t he year, carrying out it s ow n assessment of t he Board’s performance. This stat ement w as review ed on 17 M arch 2024 and w ill be review ed and updat ed at least annually. Principle 1 - Establishing a strategy and business model to promote long-term value for shareholders The Board has set out t he vision for ECR for t he short t o medium t erm. The Board is responsible for formulat ing, review ing and approving st rategy, t he Company’s budget s and corporat e act ions. The Company holds Board meet ings at least six t imes each financial year and at various ot her t im es, as and w hen required. The Company’s business model and st rat egy is reviewed and updated on a regular basis and t he grow t h and line w it h development of ECR. in ECR M inerals plc | Annual Report 2023 20 CORPORATE GOVERNANCE STATEM ENT Risk assessment and evaluat ion is an essent ial part of t he Company’s planning and an important aspect of the Company’s int ernal cont rol syst em. The Company st rives st rong w orking relat ionships wit h it s part ners and suppliers in it s various operating locations t o manage and mit igat e t he operat ional risks. t o develop t o operating a We are commit ted sust ainable t o business incorporat e Environment al, Social and fut ure aspect s Governance opportunit ies review ed. plan and all t o Principle 2 - Seek to understand and meet shareholder needs and expectations ECR has est ablished a Board w it h experience in understanding t he needs and expectat ions of it s shareholder base. It professional supplement s t his w it h advisors relat ions, corporate/ financial adviser, legal counsel and brokers w ho provide advice and recommendat ions in various areas of it s communicat ions w it h shareholders. including public responsible The Com pany’s Chief Operat ing Officer, M ike Whit low , for is liaison. He holds regular shareholder meet ings wit h major shareholders t o maint ain a dialogue bet w een t he Company and it s invest ors. Privat e invest or event s and invest or roadshow s are organised by t he Company’s brokers and public relat ions consult ants, w here t he Chief Operating Officer and at t imes ECR’s Directors meet w it h current (and potent ial fut ure) shareholders and brokers t o update them on t he Company’s progress. receives The ent ire Board feedback follow ing t hese meet ings and any issues raised are discussed. By keeping open and it can consider t ransparent dialogue mat t ers and discuss w it h shareholders in a posit ive and const ruct ive w ay. The Chairman and Direct ors are available shareholders if required. t he Non-Execut ive t o meet w it h Annual general meet ings are held, w hich all members have t he right t o at tend, and during each annual general meet ing, t ime is set aside specifically t o allow quest ions from at tending members t o be addressed t o the Board. As t he Company is too small t o have a dedicat ed invest or relat ions department , t he COO is responsible for reviewing all communicat ions received from members and det ermining t he most appropriat e response. In addit ion t o t hese t o passive measures, engage wit h members t hrough invest or show s once or t w ice each year. t he COO plans All Directors receive regular indust ry and peer updates, t o enable t hem t o keep current on issues relevant to the Company and it s shareholders. ECR also engages w it h it s shareholders t hrough it s w ebsit e, w hich is designed t o t o informat ion t o provide be a hub shareholders, and via t he posting of regular updates t o t he market on t he Regulat ory New s Service. The Company maint ains a cont act form on it s w ebsit e w hich invest ors can use t o cont act t he Company. This is prominent ly form t he Com pany’s w ebsit e displayed on t oget her w it h it s address and phone number. Principle 3 - Take into account wider stakeholder and social responsibilities and long-term success implications their for In addit ion t o it s members, t he Company it s main st akeholder recognises groups are it s employees, consult ant s and cont ract ors, and t he communit ies and t hat ECR M inerals plc | Annual Report 2023 21 CORPORATE GOVERNANCE STATEM ENT t ime t he government al aut horit ies w here Company and it s subsidiaries operate. Where necessary, t he Company dedicat es significant t o understanding and acting on t he needs and requirement s of each of t hese groups. Board members assess t he needs and requirement s of t he Company’s st akeholders as and w hen they int eract w it h each st akeholder group, usually t hrough meet ings and dialogue, and mat t ers are t hen be raised at Board level for appropriat e action. The Company’s employees are one of t he most im port ant st akeholder groups and t he Board recognises t he need for t w o-w ay communicat ion w it h t he w orkforce. The small size of t he Company means t hat t he Directors and senior managers are relat ively accessible t o all employees t o provide and receive feedback. t o regard corporat e Wit h social responsibilit y, t he Board is aw are of t he im pact t he activit ies of t he Company and t he it s subsidiaries may have on communit ies in w hich t hey operate, and aims to ensure this impact is posit ive. ECR ensures that it conduct s business w it h it s suppliers, and all st akeholders t hat are involved or affect ed by it s business, according t o rigorous et hical, professional and legal st andards w it h fairness and int egrit y. This is embodied in our Ant i- Corrupt ion and Bribery Policy. Feedback from pot ential business part ners and t heir customers is at present informal. The Company will cont act cust omers, on an ad hoc basis, and it w ill provide verbal feedback w here necessary t o the Board. ECR recognises it s responsibilit ies t o t he environment and communit y in t he areas in w hich it operates. The Company places a high priorit y on operating t o high st andards of int egrit y and et hics and operates in a socially responsible manner. ECR w ill undertake a programme of cont inuous im provement t o minimise any direct or indirect environment al im pacts t hat may be associat ed w it h it s business. Principle 4 - Embed effective risk management, both opportunities and threats, throughout the organisation considering The Com pany operat es in t he mineral explorat ion and development sector, w hich is generally high risk but can provide except ionally for high shareholders. ECR recognises t hat risk is inherent in all of it s business activit ies. It s risks can have a financial, operational or reputat ional impact. ret urns of syst em Company’s risk The ident ification, support ed by est ablished governance cont rols, is being developed in such a w ay t hat it w ill direct t he Company on how it responds t o t he ident ified risks, w hilst acting et hically and w it h int egrit y for t he benefit of all it s st akeholders. The Company’s key procedures are being developed include, amongst ot hers: int ernal cont rols t o  Priorit ised risk regist er - risks w ill be evaluat ed t o est ablish root causes, financial and non-financial impacts and likelihood of occurrence. Considerat ion of risk impact and likelihood w ill also be t aken int o account t o det ermine w hich of t he risks should be considered as a principal risk. The effectiveness and adequacy of mit igat ing cont rols w ill If t hen be assessed accordingly. addit ional cont rols are required, t hese are responsibilities assigned. The Company’s Board w ill be responsible for monit oring t he progress of actions t o mit igat e key risks. Key risks w ill be reported t o t he Audit and Risk Commit t ee and at least once a year t o t he full Board; ident ified, and ECR M inerals plc | Annual Report 2023 22 CORPORATE GOVERNANCE STATEM ENT  Preparat ion of annual cash flow project ions for approval by t he Board and ongoing review of expendit ure and cash flow s;  Est ablishment of appropriat e cash flow management and t reasury policies for t he managem ent of liquidit y, currency and credit risk on asset s and liabilit ies;  Regular management meet ings operat ing t o financial and review activit ies; and  Recruit ment of appropriat ely qualified and experienced staff to key posit ions. Principle 5 - M aintain the Board as a well- functioning, balanced team led by the Chair The Board current ly comprises of one executive non-execut ive direct ors. t hree and const it ut ed t he The Company has follow ing commit tees, each w it h formally delegat ed duties and responsibilit ies set out t erms of respective w rit t en reference: in  Audit and Risk Commit t ee; and  Nominat ion Commit t ee. and Remunerat ion t he Dr Trevor Davenport, senior independent non-execut ive direct or, has t he Audit and Risk agreed t o chair Commit t ee and t he Nominat ion and Remunerat ion Commit t ee. The Board is responsible for t he overall leadership and effective management of t he Company’s t he Company, set ting values and st andards, and ensuring maint enance of a sound syst em of int ernal control and risk management . The Board is also responsible for approving Company policy and it s strat egic aims and object ives as w ell as approving t he annual operat ing cont rolling leading and and capit al expendit ure budget s. The Board support s the concept of an effect ive Board t he Company and believes t hat it s members have a w ell-est ablished cult ure of st rong corporat e int ernal controls t hat are appropriat e and proport ional t o t he Com pany’s cult ure, size, complexit y and risk. governance and All direct ors bring a w ide range of skills and int ernational experience t o t he Board, w hich holds meet ings on a regular and cont inuous bases. The Chairman is primarily responsible for t he w orkings of t he Board and for t he running of t he business and im plement at ion of the Board st rategy and policy. The Chairman is assist ed in t he managing of t he business on a day-t o-day basis by t he Board, t he COO and t he Company’s key advisors. The Board has a formal schedule of regular meet ings w here it approves major decisions and ut ilises it s expert ise t o advise and influence t he business. The Board will meet on ot her occasions as and w hen t he business demands. Board meeting attendance M aximum possible at t endance 2 M eetings at t ended 2 24 24 24 24 24 24 24 21 Nick Tulloch Weili (David) Tang Dr Trevor Davenport Andrew Scot t Adam Jones* The t able above covers meet ings from 1 Oct ober 2022 to 30 Sept ember 2023 * Resigned 23 January 2024 ECR M inerals plc | Annual Report 2023 23 CORPORATE GOVERNANCE STATEM ENT The Board is supplied w it h appropriat e and t imely informat ion in order t o discharge it s duties. The Board and it s commit tees are supplied w it h full and t imely informat ion, including det ailed financial informat ion, t o enable t he direct ors t o discharge t heir responsibilit ies. All direct ors have access t o t he advice and services of t he company secretary, w ho is responsible for ensuring t hat Board procedures are follow ed, and t hat applicable rules and regulat ions are complied wit h. Independent professional advice is also available t o direct ors in appropriat e circumst ances. It is the responsibilit y of the Chairman and t he company secretary t o ensure t hat Board members receive sufficient and t imely informat ion regarding corporate and business issues t o enable t hem t o discharge their duties. A det ailed agenda is est ablished for each scheduled meet ing and appropriat e document at ion is provided t o direct ors in advance of t he meet ing. Regular Board meet ings provide an agenda t hat w ill include reports from t he Chairman, t he COO, reports on t he performance of t he business and current t rading, and specific proposals w here t he approval of t he Board is sought . Division of responsibilities At t his t he dat e of publicat ion of st atement , t he role of Chairman is fulfilled by Nick Tulloch, w ho is also t he sole execut ive direct or on t he Board. Alt hough noting t hat t his is a depart ure from t he QCA Code, t he Board has considered t he efficacy of t his and concluded t hat it is in t he best int erest s of t he Company and it s shareholders on the basis of:     The Company’s relatively small size M r Tulloch’s involvement w it h both t he UK and Australian offices M r Tulloch’s prior in corporat e finance and know ledge of corporat e governance; and M r Tulloch being t he only director resident in the UK. career expectat ion As t he Company grow s in size, and has access t o great er financial resources, it is t he Board’s t he Company’s headcount w ill expand along w it h it s management t eam. It may in due course be appropriat e t o separat e t he roles of Chairman and executive direct or at a lat er dat e. t hat The Chairman In accordance w it h t he Company’s Art icles of Associat ion, at every annual general meet ing one t hird of t he direct ors for t he t ime being or, if t heir number is not a mult iple of t hree, t he number nearest t o but not exceeding one t hird, w ill ret ire from office and offer t hemselves for reappoint ment by t he members. The direct ors t o ret ire by rotat ion shall be t hose w ho have been longest in office or since reappoint ment by a general meet ing, but for persons w ho w ere last appoint ed or reappoint ed on t he same day, t hose t o ret ire shall be decided by lot. appoint ment t heir last for is responsible t he The Chairman running of t he Company’s business for t he delivery of t he st rat egy for t he Company, leading t he management and/ or advisory t eam and im plement ing specific decisions made by t o help meet shareholder expectat ions. He also t akes t he lead in st rat egic developm ent, by formulat ing t he vision and strat egy for t he Company. t he Board The Chairman reports t o each Board meet ing on all mat erial mat t ers affecting t he Company’s performance. Given t he st ruct ure of t he Board, and not ing t he fact t hat t he Chairman and senior executive direct or roles are fulfilled by t he same individual, t he Board believes t hat no ECR M inerals plc | Annual Report 2023 24 CORPORATE GOVERNANCE STATEM ENT individual can disproportionat ely influence t he Board’s decision making. leads The Chairman also t he Board, ensuring const ruct ive communicat ions bet w een Board members and t hat all direct ors are able t o play a full part in t he is activit ies of responsible for set t ing Board agendas and ensuring t hat Board meet ings are effective and t hat all direct ors receive accurat e, t imely and clear information. t he Company. He in The Chairman also support s t he Chief t he effective Operat ing Officer communicat ion w it h shareholders and ensures t hat t he Board understands t he view s of major invest ors and is available t o provide advice and support t o members of t he executive t eam. Non-execut ive direct ors There are current ly t hree non-execut ive direct ors. The role of t he non-execut ive direct ors is t o underst and t he Company in it s ent iret y and const ruct ively challenge st rat egy and management performance, set executive remunerat ion levels and ensure an appropriat e succession planning st rategy is in place. They must also ensure t hey are sat isfied w it h t he accuracy of financial informat ion and t hat t horough risk management processes are in place. The non-execut ive directors also assist t he Board w it h issues such as governance, int ernal cont rol, remunerat ion and risk independent non- management. No execut ive directors are anticipat ed t o participat e in any share opt ion plans put in place by t he Company. Effectiveness a) Composit ion of t he Board The Board consist s of four direct ors. Each year t he t he Board w ill consider independence and performance of each non-execut ive direct or and w ill keep t he market updated in accordance w it h t he Code. The Board considers Dr Trevor Davenport t o be t he senior independent is not non-execut ive direct or as he involved in any execut ive capacit y, has no other or mat erial business relat ionships w it h t he Company and has no close family or other business relat ionships w it h t he Company or any of it s direct ors. Non-execut ive direct ors are appoint ed for an init ial term of t hree years. To ensure t hat they clearly understand t he requirement s of t heir role t he Company has a let t er of appointment in place w it h each non-execut ive direct or. Service cont ract s w ill also be ent ered int o w it h any executive senior execut ives as and w hen appropriat e and so t hey can clearly understand t he t hat requirement s of t he role and w hat is expected of them. direct ors and/ or b) Commit ment Each direct or comm it s sufficient t ime t o fulfil t heir duties and obligat ions t o t he Board and t he Com pany. They at t end Board meet ings and join ad hoc Board calls and offer availabilit y for consult at ion w hen needed. The cont ract ual arrangement s bet w een t he direct ors and t he Company specify t he minim um t ime commit ment s w hich are considered sufficient for t he proper discharge of t heir dut ies. How ever, all Board members appreciat e t he need t o commit addit ional t ime t o t he Company as and w hen required. Non-execut ive direct ors are required t o disclose prior appointment s and other significant commit ment s t o t he Board and are required t o inform t he Board of any changes t o t heir addit ional commit ment s. Before accept ing new appointment s, non- execut ive directors are required t o obtain ECR M inerals plc | Annual Report 2023 25 CORPORATE GOVERNANCE STATEM ENT approval from t he Chairm an and t he senior independent non-execut ive direct or. It is essent ial t hat no appointment causes a conflict of int erest or im pacts on t he non- executive direct or’s commit ment and t ime spent w it h t he Company in t heir exist ing appointment . let t ers are available Det ails of executive direct ors’ service cont ract s and t he non-execut ive direct ors’ appointment for inspect ion at t he Company’s regist ered office during normal business hours and can be made available at t he AGM , on request . c) Development t o All newly appoint ed direct ors are provided w it h an induction programme w hich is t ailored t heir exist ing skills and experience, legal updat e on directors’ duties and one on one meet ings w it h t he other members of t he Board and management t eam. The Board is informed of any mat erial changes t o governance, law s and t he Company’s business. regulat ions affecting d) Inform at ion and support All direct ors have access t o t he advice and services of t he company secretary and each direct or, and each Board commit t ee independent member, may professional advice at t he Company’s expense, subject t o approval and prior not ificat ion being given t o t he ot her non- execut ive direct ors and t he company secretary. t ake The appoint ment and removal of t he company secretary is a mat t er for t he Board as a w hole. The company secretary is accountable direct ly t he Board t hrough the Chairman. t o Principle 6 - Ensure that between them the directors have the necessary up-to date experience, skills and capabilities t echnical, The individuals w ho have been appointed t o t he Board have been chosen because of t he skills and experience t hey offer. The Directors are of the opinion t hat the Board comprises a suit able balance of resource sector, financial, accounting, legal and public market s skills as w ell as experience of t he Board as a w hole and t hat t he recommendations of t he QCA Corporate Governance Code have been im plement ed t o an appropriat e level. The members of the Board at t he present t ime are list ed earlier in t his annual report , t oget her w it h an out line of t heir experience, skills and personal qualit ies relevant t o t he Company’s business. The diverse experience and expert ise of t he direct ors is int ended t o ensure t hat t he Board has t he skills and capabilit ies t o manage t he Company for t he benefit of shareholders over t he medium t o long t erm. The direct ors keep t heir skillset s up t o dat e as required t hrough t he range of roles t hey perform w it h ot her companies and considerat ion of t echnical and indust ry updates by ext ernal advisors. The direct ors receive regular briefing papers on t he operat ional and financial performance of t he Company from t he execut ives and senior management . The Company has no specific advisers t o t he board ot her t han it s law yers and AIM nominat ed adviser. ECR M inerals plc | Annual Report 2023 26 CORPORATE GOVERNANCE STATEM ENT Principle 7 - Evaluate board performance based on clear and relevant objectives, seeking continuous improvement a) Appoint ment s t o t he Board individual t o ensure t hat t he level of rew ard is aligned w it h respect ive responsibilit ies individual contribut ions made t o t he success of t he Company; and The Com pany has appoint ed a Nominat ion and Remunerat ion Commit t ee.  An analysis of t he Company’s prospects and project s; and responsible The Comm it t ee for is maint aining a Board of direct ors t hat is diverse and has an appropriat e mix of skills, experience and know ledge t o be an effective decision-making body, ensuring t hat t he Board is comprised of direct ors t o w ho successful contribut e management of t he Company and discharge their duties having regard to the law and t he highest st andards of corporat e and governance, recommending Board candidat es for elect ion or re-elect ion and review ing succession planning. considering t he The Nominat ion and Remunerat ion Commit t ee plans t o undertake a det ailed select ion process as per t he Group’s recruit ment and diversit y st andards t o appoint or re-appoint a direct or t o t he t his process are in Board. reference checks w hich appropriat e include but not t o charact er reference and bankruptcy t o ensure t hat t he Board remains appropriat e for t hat of a UK quot ed company. Included limit ed b) Evaluation of senior executives Arrangement s t hat are planned t o be put in place by t he Board, t o monit or t he perform ance of t he Com pany’s execut ives, include:  A review by t he Board of t he Company’s financial performance;  A review of feedback obtained from including advisors t hird part ies, (w here applicable). Informal evaluat ions of t he Chairman, COO individual and ot her senior persons performance business overall measures w ill be undertaken progressively and periodically t hroughout t he financial period. and t hat t hat is aw are t he Board and t he Code The Board it s recommends commit tees are evaluat ed on a yearly basis and, during t he year, t he Chairman plans t o organise for t he Direct ors t o carry out t heir t he Board’s ow n performance. assessment of Principle 8 - Promote a corporate culture is based on ethical values and that behaviours The Board seeks t o embody and promote a corporat e cult ure t hat is based on sound et hical values and behaviours, somet hing w e see as being a cornerst one t o a st rong risk management programme. a) Code of conduct The Board acknow ledges t he need for cont inued maint enance of t he highest st andard of corporat e governance pract ice and et hical conduct by all direct ors and employees of the Company.  Annual appraisal performance meet ings incorporat ing analysis of key performance indicat ors w it h each The Board w ill evaluat e and approve a code of conduct for direct ors, officers, cont ract ors, w hich employees and ECR M inerals plc | Annual Report 2023 27 CORPORATE GOVERNANCE STATEM ENT required t he t hat are st andards of et hical describes behaviour t o be maint ained. The Company also plans t o act ively promot e the open comm unicat ion t he of unet hical behaviour w it hin organisat ion. Com pliance w it h t he code of conduct is envisaged as assist ing t he Company in effectively managing it s operating risks and meet ing it s legal and compliance t he obligat ions as well as enhancing Company’s corporate reputat ion. t he The code of conduct describes Com pany’s requirement s on mat t ers such as confident ialit y, conflicts of int erest , use informat ion, employment of Company law s and pract ices, compliance w it h regulat ions and t he prot ect ion and safeguarding of the Company’s asset s. An employee w ho breaches t he code of conduct may face disciplinary act ion. If an employee suspect s t hat a breach of t he code of conduct has occurred or w ill occur, he or she must report t hat breach t o t he Chairman or t he senior independent non- executive direct or, via a confident ial “ Whist le Blow ing” process. No employee w ill be disadvant aged or prejudiced if he or she reports in good fait h a suspected breach. All reports w ill be invest igat ed, acted upon and kept confident ial. b) Creat ing a fair and inclusive cult ure inclusive, The Company promotes an t ransparent and respect ful cult ure. It recognises t hat it s people are our great est asset . Led by t he values of responsibilit y, excellence and cont inuous im provement , int egrit y and t rustw ort hiness, cooperat ion and engagement , empat hy and fairness t hey apply t heir skills and expertise every day t o ensure w e operat e bot h responsibly and successfully. A cult ure based upon sound et hical values and behaviours is an compet it ive asset source and of advant age. Key t o t his is recruit ing and ret aining key senior personnel. The Company is an equal opport unit y employer and seeks t o hire, endorse and ret ain highly skilled people based on merit , compet ence, performance, and business needs. The Company is commit ted t o employment policies w hich follow best pract ice, based on equal opport unit ies for all employees, irrespect ive of et hnic origin, religion, polit ical opinion, gender, marit al st atus, disabilit y, age or sexual orient at ion. c) Ant i-bribery and ant i-corrupt ion t o for set out It w ill t hose w orking The Com pany has adopt ed an ant i- corruption and bribery policy w hich will apply t o t he Board and employees of t he Company. t heir responsibilit ies in observing and upholding a zero-tolerance posit ion on bribery and corruption in all t he jurisdict ions in w hich t he Company operates. It w ill also provide guidance t he Com pany on how t o recognise and deal w it h bribery and corrupt ion issues and t he pot ent ial consequences of t o adhere t o t his guidance. The Company suppliers, expects cont ract ors and consult ant s t o conduct t heir day-t o-day business activit ies in a fair, honest and et hical manner, be aw are of and refer t o t his policy in all of t heir business activit ies w orldw ide and t o conduct business on t he Company’s behalf in compliance w it h it . M anagement at all levels are responsible for ensuring t hat t hose reporting t o t hem, int ernally and ext ernally, are made aw are of and underst and t his policy. employees, failing all The Company t akes a zero-tolerance approach t o acts of bribery and corrupt ion by any direct ors, officers, employees and cont ract ors. The Company w ill not offer, give or receive bribes, or accept improper payment s t o obtain new business, ret ain exist ing business or secure any advant age ECR M inerals plc | Annual Report 2023 28 CORPORATE GOVERNANCE STATEM ENT and w ill not permit ot hers t o do so on it s behalf. d) Dealings wit h company securit ies and The Company’s Share Dealing Policy is binding on all directors, officers and in possession of employees w ho are “ inside informat ion” . All such persons are prohibit ed from t rading in t he Company’s securit ies if t hey are in possession of t his t o informat ion’. Subject ‘inside condit ion prohibit ions applying t o certain periods, t rading is relevant permissible individual has received t he appropriat e prescribed clearance. The Board considers t hat in t he share dealing code t he M arket Abuse compliance w it h Regulat ions AIM and (“ M AR” ) requirement s and cont inues t o meet t he requirement s of t he Board. provided t rading t he is e) Healt h and Safet y Policy object ives include The Company’s observing t he highest level of healt h and safet y st andards, developing it s st aff t o t heir highest potent ial and being a good corporat e cit izen in our chosen count ries of operat ions. for environment The Company is commit ted t o providing a safe w orking it s employees and anyone doing w ork on t he Company’s behalf. The Board review s and makes recommendat ions concerning risk, healt h and safet y issues. The safet y of ECR’s employees are principal element s of it s business and are fundamental t o t he Company’s cult ure and engagement w it h it s st akeholders. Healt h and safet y is rout inely covered at Board meet ings during discussions on operat ions. Principle 9 - M aintain governance structures and processes that are fit for purpose and support good decision- The Board as a w hole is collectively responsible for promoting t he success of t he Company by direct ing and supervising t he Company’s affairs. The roles of t he Board are as follow s:        direct ion leadership of and provide To t he ent repreneurial Company wit hin a framew ork of prudent and effect ive cont rols w hich t o be appropriat ely risks enable assessed and managed; To set t he Company’s st rategic aim s, ensure t hat t he necessary financial and human resources are in place for t he Company t o meet it s object ives management and performance; review To demonst rat e et hical leadership, t he Com pany’s value and set t ing st andards and ensuring it s obligat ions t o it s shareholders and others are w ell understood; t hat value To create a performance cult ure t hat drives creation w it hout exposing t he Company t o excessive risk or value destruct ion; To be account able, and make w ell- informed and high-qualit y decisions based on a clear underst anding of the Com pany’s broader goals and specific object ives; To create t he right framew ork for helping directors meet their st atut ory dut ies under t he Com panies Act 2006, and/ or any ot her relevant st at ut ory and regulat ory regimes; and promote To arrangement s and embrace evaluat ion of t heir effect iveness. governance t he it s making by the Board a) Int ernal controls ECR M inerals plc | Annual Report 2023 29 CORPORATE GOVERNANCE STATEM ENT t o for ensuring In applying t he principle t hat t he Board should maint ain a sound syst em of int ernal cont rols shareholders’ safeguard invest ment and t he Company’s asset s, t he direct ors recognise t hat t hey have overall responsibilit y t hat ECR maint ains syst ems t o provide t hem w it h reasonable assurance regarding effective and efficient operations, int ernal cont rol and compliance w it h law s and regulat ions and for review ing t he effectiveness of t hat syst em. How ever, inherent limit at ions in any syst em of cont rol and t he most effective accordingly even syst em can provide only reasonable and not absolut e assurance against mat erial misst atement or loss, and t hat t he syst em t han t o manage is designed eliminat e t he risk of failure t o achieve t he business object ives. t here are rat her The key feat ures of t he int ernal cont rol syst em are described below : Cont rol environment t he is commit ted report ing and The Company t o high st andards of business conduct and seeks t o maint ain t hese st andards across all of it s operations. There are also policies in place for resolut ion of fraudulent act ivit ies. The suspected appropriat e Company an organisat ional st ruct ure for planning, executing, cont rolling and monit oring business operations in order t o achieve it s object ives. has Risk management and int ernal cont rol The Board is commit ted t o carrying out a robust assessment of t he principal risks facing t he Company on a regular basis. The Board is responsible for t he ident ification and evaluat ion of key risks applicable t o t heir areas of business. These risks are assessed on a cont inual basis and may be associat ed w it h a variet y of int ernal and ext ernal sources, including infringement of int ellectual property, invest ment risk, st aff informat ion ret ention, disrupt ion syst ems, and regulat ory requirement s. cat astrophe nat ural in t o The Group also plans im plement periodic operat ional/ st rategic review s and annual plans. The Board w ill t hen actively monit or performance against t he plan. Forecast s and operational result s w ill also be consolidat ed and present ed t o t he Board on a regular basis. Through t hese mechanisms, be cont inually m onit ored, risks ident ified in a t imely manner, t heir financial implications assessed, control procedures re-evaluat ed and correct ive act ions agreed and im plement ed. performance will M ain cont rol procedures for The Com pany has im plement ed cont rol procedures designed t o ensure complet e and accurat e account ing financial t ransact ions and t o limit t he exposure t o loss of asset s and fraud. M easures t aken include segregat ion of duties and review s by managem ent . There are clear and for consist ent procedures monit oring t he syst em of int ernal financial cont rols. The Board considers t he int ernal cont rol syst em t o be adequate for t he Company. in place Financial and business report ing It is t he responsibilit y of t he Board t o ensure t hat t he account s are prepared and submit t ed. The Board w ill also act t o ensure t hat t hese document s w ill provide t he necessary informat ion in order for t he Group’s shareholders t o assess and performance, st rategy. business model The Chairman w ill provide, at t he end of each six-m onthly period, a formal st atement t o t he Board confirm ing t hat ECR M inerals plc | Annual Report 2023 30 CORPORATE GOVERNANCE STATEM ENT t he Group’s financial reports present a t rue and fair view , in all m at erial respects, and t hat t he Company’s financial condit ion and operational result s have been prepared in accordance w it h t he relevant account ing st andards. b) Board commit tees The Company has est ablished an Audit and Risk Commit tee and a Nominat ion and Remunerat ion Commit t ee, both of w hich w ill have formally delegat ed duties and responsibilit ies. The minutes of all sub- commit tees w ill be circulat ed for review and considerat ion by all relevant direct ors, supplement ed by oral reports from t he respective commit tee chairs at Board meet ings. Audit and Risk Commit t ee policies principles, The Company has an Audit and Risk Commit t ee comprised of Dr Trevor Davenport, as t he Chairperson of t he Commit t ee, t oget her w it h David Tang and Andrew Scot t. The duties of t he Audit and Risk Commit t ee include t he review of t he accounting and t he pract ices adopt ed financial st at ement s, int ernal cont rol and risk management processes and t he review of t he Company’s financial result s. The Audit and Risk Comm it t ee considers t he need for an int ernal audit funct ion, review s t he risk management policies and procedures and is responsible for ensuring t hat adequate insurance cover is in place for ident ifiable risks. in preparing Nominat ion and Remuneration Commit tee The Company has a Nominat ion and Remunerat ion Commit t ee comprised of Dr Trevor Davenport , as t he Chairperson of t he Comm it t ee, t oget her w it h David Tang and Andrew Scot t . The Nominat ion Commit t ee is responsible for reviewing t he st ruct ure, size and composit ion of t he Board and making recommendat ions t o t he Board w it h regard t o any changes required. It is responsible for locating and appropriat e and conduct ing submit t ing recommendations on any appointment to t he Board. candidat es int erview s senior init ial Due t o t he nat ure of t he size of t he Company all major operational decisions are reserved for t he Board. For t he same reason, mat t ers delegat ed t o commit tees of t he Board have been dealt w it h during t he course of ordinary board meet ings, w it h no separat e meet ings having been held during t he year for t he individual commit t ees. The appropriat eness of t he Company’s governance st ruct ures w ill be review ed as t he Company evolves, and changes made as necessary. Principle 10 - Communicate how the Company is governed and is performing by maintaining Shareholders stakeholders a dialogue with relevant other and a) Dialogue w it h shareholders considerable The Company im port ance on effect ive communicat ions w it h shareholders. places communicat ion The Com pany’s communicat ion st rat egy requires w it h shareholders and ot her st akeholders in an open, regular and t imely manner so t hat t he market has sufficient informat ion t o make informed invest ment decisions on t he t he operations and Company. The st rategy provides for t he use of syst ems t hat ensure a regular and t imely release of informat ion about t he Company is provided to shareholders. result s of The Company also posts all reports, st ock exchange announcement s and media releases and copies of significant business present ations on the Company’s w ebsit e. ECR M inerals plc | Annual Report 2023 31 CORPORATE GOVERNANCE STATEM ENT b) Const ruct ive use of the AGM informat ion The Board encourages full part icipat ion of shareholders at t he AGM t o ensure a high level of accountabilit y and understanding of t he Company’s st rategy and goals. The t he Company provides notice of meet ing t hat is present ed in a clear, concise and effective manner. Shareholders are provided w it h t he opport unit y at general meet ings t o ask quest ions in relat ion t o each resolut ion before t hey are put t o t he vot e and discussion is encouraged by t he Board. in Directors are usually available at and follow ing general meet ings w hen shareholders have t he opport unit y t o ask quest ions on t he business of t he meet ing. Specifically, t he Chairman of t he Audit t he Commit t ee and Remunerat ion Commit t ee is available in person or by conference call at t he AGM t o answ er quest ions from shareholders. t he Chairman of Other governance matters a) Diversit y policy The Company is commit ted t o an inclusive w orkplace t hat embraces and promot es diversit y. It is t he responsibilit y of all direct ors, and cont ract ors t o comply w it h t he Company's diversit y policy and report violat ions or suspect ed violat ions in accordance w it h t his diversit y policy. employees officers, The Company recognises t he value of a diverse w ork force and believes t hat diversit y support s all employees reaching t heir full potent ial, im proves business increases decisions, business st akeholder sat isfact ion and promot es realisat ion of t he Company’s vision. result s, Diversit y may result from a range of factors including but not limit ed t o gender, age, et hnicit y and cult ural backgrounds. The Company believes t hese differences bet w een people add t o t he collect ive skills and experience of t he Company and ensure it benefit s by select ing from all available t alent . b) Company and individual expectat ions The Com pany recognises it s ow n and individual expect at ions t o:        Ensure diversit y is incorporat ed int o t he behaviours and pract ices of t he Company; equal based Facilit ate employment job opport unit ies requirement s only using recruit ment and processes w hich ensures w e select from a diverse pool; selection on Engage professional search and recruit ment firms w hen needed t o enhance our select ion pool; Help t o build a safe w ork environment by acting w it h care and respect at all no t imes, discrimination, harassment , bullying, vict imisat ion, or exploit at ion of individuals or groups; vilification ensuring t here is Develop flexible w ork pract ices t o meet t he differing needs of our employees and potent ial employees; At t ract and ret ain a skilled and diverse w orkforce as an employer of choice; Enhance customer service and market reputat ion t hrough a w orkforce t hat respects and reflect s t he diversit y of our st akeholders and communit ies t hat w e operat e in; ECR M inerals plc | Annual Report 2023 32 CORPORATE GOVERNANCE STATEM ENT     M ake a cont ribut ion t o t he economic, social and educat ional w ell-being of all of t he communit ies it serves; M eet t he relevant requirement s of domest ic and int ernat ional legislat ion appropriat e t he Company’s operat ions; t o Creat e an inclusive w orkplace cult ure; and Est ablish diversity measurable object ives and monit or and report on t he achievement of t hose object ives annually. c) M arket disclosure fully is subject t he market The Com pany t o parallel obligat ions under t he AIM Rules and M AR, in relat ion t o t he disclosure and control of price sensit ive information. The Company has obligat ions under corporat e and securit ies law s and st ock exchange rules t o informed of keep informat ion w hich may have a mat erial effect on t he price or value of Company’s securit ies and t o correct any mat erial or misrepresent ation, misinformat ion t he market . The in t akes cont inuous disclosure Com pany t hat all of it s seriously and requires direct ors, and cont ract ors observe and adhere t o t he procedures and policies Company’s law s governing compliance w it h all pert aining t o cont inuous disclosure, t ipping off and insider trading. employees officers, mist ake is in The Company t he process of est ablishing a formal Disclosure Policy t o address disclosure arrangement s. The obligat ions object ives of t he Disclosure Policy will be t o ensure t hat : continuous and it s    The communicat ions of t he Company w it h t he public are t imely, factual and accurat e and broadly dissem inat ed in accordance w it h all applicable legal and regulat ory requirement s; Non-publicly disclosed remains confident ial; and informat ion Trading of t he Company's securit ies by direct ors, officers and employees of t he Company and it s subsidiaries remains in compliance wit h applicable securit ies law s. t he information, The Disclosure Policy will also provide advice t o all directors, officers, employees and cont ract ors of t he Com pany of t heir responsibilit ies regarding t heir obligat ion t o preserve confident ialit y of undisclosed mat erial informat ion w hile ensuring compliance w it h law s respecting t imely, factual, complet e and accurat e cont inuous disclosure, price sensit ive or mat erial t ipping off and insider t rading. The Disclosure Policy will also cover disclosures in document s filed w it h t he securit ies regulat ors and st ock exchanges and w rit t en st atement s made in t he Company’s annual and half-yearly reports, t o shareholders, present ations by senior management and informat ion cont ained on ECR‘s w ebsit e and ot her elect ronic communicat ions. t o oral st at ements made in meet ings and t elephone conversat ions w it h analyst s and invest ors, int erview s wit h t he media as w ell as speeches, press conferences and conference calls. It ext ends releases, let t ers new s If t here is misuse of price sensit ive or mat erial informat ion not yet disclosed t o in t he market by confident ialit y, serious penalt ies may apply t o t he individual or individuals involved. t rading or breach ext remely ECR M inerals plc | Annual Report 2023 33 CORPORATE GOVERNANCE STATEM ENT Board of Directors and Senior M anagement The Board comprises of five Direct ors, support ed by t he COO, and furt her det ails of t he experience of t heir experience is set out below . Nick Tulloch – Chairman Nick Tulloch advised companies on t he UK capit al market s for over 20 years, w orking for several w ell-know n invest ment banks and st ockbrokers, including Cazenove, Arbut hnot and Cant or Fit zgerald. He w as finance direct or and t hen subsequently CEO of Zoet ic Int ernational plc it s (now Chill Brands Group plc), overseeing t ransformat ion from an oil & gas business to t he first CBD company t o be quot ed on t he London St ock Exchange, and t hen w ent on t o found Voyager Life plc w here he is CEO. Nick began his career as a solicit or wit h Gouldens (now part of US firm Jones Day). Nick holds a M aster’s Degree in law from Oxford Universit y. He is also Non-execut ive Chairm an of DG Innovate plc. David Tang – Non-Executive Director David Tang w as previously t he President of China Nonferrous M et als Int ’l M ining Co. Ltd. (CNM IM ) and t he M anaging Direct or of China Nonferrous Gold Lt d, an AIM - list ed company. China Nonferrous Gold w as focused on the Pakrut gold mine in Tajikist an, w here first gold w as poured in 2015. M r Tang has previously served as a direct or t o African, Sout h-east Asian and Aust ralian mining and explorat ion companies. M r Tang graduat ed w it h a Bachelor of Science degree (1988) majoring in comput er science from Cent ral-South Universit y, China and holds a M aster of Science degree (1991). Trevor Davenport – Non-Executive Director Dr Davenport obtained a BSc (Hons) Geology at Southampt on Universit y, t hen his M Sc in M ining Geology and M ineral Exploration in 1967, and a PhD in Geology & Explorat ion Geochemist ry at Leicest er Universit y in 1970. In 1971 he at tained t he t it le of Chart ered Engineer aft er becoming a M ember of The Inst it ut e of M ining and M et allurgy. Trevor has 63 years’ experience in t he geological and mining indust ry w orking as an underground miner, explorat ion geochemist, explorat ion and mine geologist and as a lect urer t o post- graduat e mining geology st udent s at t he Universit y of Leicest er. Trevor w as a direct or, t he explorat ion manager and chief geologist for Nelson Gold’s, Zeravshan Gold Company in Tajikist an from 1994 until end of 1996. From 2004 unt il 2011 he w as Non-Execut ive Chairman and direct or of Kryso Resources Plc. Today Dr Davenport is a direct or at Brix Invest ments Limit ed and is also President of the Alderney Societ y and a director of the Alderney Journal. ECR M inerals plc | Annual Report 2023 34 CORPORATE GOVERNANCE STATEM ENT Andrew Scott – Non-Executive Director A st rategic communications specialist, Andrew is w ell-know n for his ext ensive body of w ork across key global market s, int erview ing hundreds of CEOs and fund managers on t heir sector out look, st rat egy and broader economic perspectives. Andrew has w orked at Proact ive Invest ors, Sky World New s, Reut ers and as an edit or on ITV Breakfast . M ike W hitlow – Chief Operating Officer M ike Whitlow is highly regarded as an ent repreneur wit h a long st anding and successful business-building t rack record. M ike has spent over 20 years invest ing and financing small cap / st art-up companies. Having st arted his career w orking in t he energy indust ry, more recently M ike has overseen and assembled a number of resource project s t hrough his company Axies Vent ures Ltd, w here he has personally overseen t wo funding rounds and t w o w ork programmes in t he M edit erranean and Nort h America including a successful drilling campaign earlier this year. Audit and Risk Committee The Audit and Risk Comm it t ee assist s t he Board in, amongst ot her mat t ers, discharging it s responsibilit ies wit h regard t o financial reporting, ext ernal and int ernal audit s and cont rols, including review ing t he Company’s annual financial st at ement s, review ing and monit oring t he ext ent of non-audit w ork undertaken by ext ernal audit ors, advising on t he appoint ment, reappoint ment, removal and independence of ext ernal audit ors, and review ing t he effectiveness of t he Company’s int ernal audit activit ies, int ernal cont rols and risk management syst ems. The ult imat e responsibilit y for reviewing and approving t he annual report and account s and t he half-yearly reports remains w it h t he Board. The Audit and Risk Commit tee is also responsible for: (i) (ii) (iii) advising t he Board on t he Company’s risk st rategy, risk policies and current risk exposures overseeing t he im plem ent ation and maint enance of t he overall risk management framew ork and syst ems reviewing t he Group’s risk assessment processes and capabilit y t o ident ify and manage new risks and (iv) monit oring potent ial and actual changes t o legislat ion, especially around t he Com pany’s product s. The Audit and Risk Commit t ee meet s w it h appropriat e employees of t he Company at least once annually. The mem bership of t he Audit and Risk Commit t ee comprises David Tang (as it s Chairman), Andrew Scot t and Trevor Davenport . The Audit and Risk Comm it t ee meet s formally t w ice a year at appropriat e int ervals in t he financial report ing and audit cycle and ot herw ise as required. ECR M inerals plc | Annual Report 2023 35 CORPORATE GOVERNANCE STATEM ENT Audit and Risk Committee report for the year ended 30 September 2023 Key mat ters considered in relat ion to t he consolidat ed financial stat ement s The Audit and Risk Commit t ee review ed t he planning of t he 2023 audit and t he annual report. Wit h regard t o t he Company’s financial st atement s, t he Commit t ee focused on a number of key judgement s and report ing issues in t he preparation of t he full year result s and t he annual report. In part icular, t he Comm it t ee considered, discussed and w here appropriat e raised challenges in t he areas set out below :   Approval of t he half-year result s issued in June 2023 and full-year result s issued in M arch 2024 Assessment of t he key est imat es and adjustment s used in respect of t he half- and full- year result s The appropriat eness and clarit y of t he Group’s key accounting policies   Review of t he process for ident ifying and managing risk w it h a full review of t he  principal risks and how they are managed in M arch 2024 The clarit y of t he disclosures and compliance w it h financial reporting st andards and relevant financial and governance report ing requirement s  Review of business continuit y and crisis managem ent planning  Verification of t he independence of the ext ernal audit or, approval of t he scope of the audit plan and t he audit fee, and review of t he ext ernal audit or’s audit findings  Review of fraud and Bribery Act cont rols and cyber securit y  Review of supplier payment practices and cust omer credit management  Receipt of internal management accounts   Approval of t he Audit and Risk Comm it t ee Report Annual review of commit tee t erms of reference and policy on use of audit ors for non- audit services A formal review of commit tee effectiveness is planned  The Audit and Risk Commit t ee received and considered mem oranda from t he managem ent regarding these mat ters w ho had discussed t hese w it h the external audit or. It is a requirem ent t hat t he annual report, t aken as a w hole, is fair, balanced and understandable and provides t he informat ion necessary for shareholders t o assess t he Company’s posit ion and performance, business model and st rategy. The Comm it t ee believes t hat t he disclosures set out in t he annual report provide t he informat ion necessary for shareholders t o assess t he Company’s posit ion and performance, business model and st rategy. Audit or appoint ment and independence During t he year t he Comm it t ee approved PKF Lit tlejohn LLP’s (“ PKF” ) t erms of engagement, scope of w ork and t he process for t he annual audit . It also review ed and agreed the audit fee proposals. The Commit t ee has and w ill cont inue t o assess t he independence, t enure and qualit y of t he ext ernal audit or at least once a year, in addit ion t o requiring both verbal and w rit t en confirmat ion of t he audit or’s independence. PKF has confirmed t hat t here are no relat ionships bet w een t hemselves and t he Company t hat could have a bearing on t heir independence. ECR M inerals plc | Annual Report 2023 36 CORPORATE GOVERNANCE STATEM ENT Int ernal cont rols and risk management The Audit and Risk Commit t ee is responsible for t he oversight of t he Company’s syst em of int ernal cont rols including t he risk management framew ork. Det ails of t he risk management framew ork are provided on pages 14 – 16. M anagement has ident ified t he key operational and financial processes t hat exist w it hin t he business and has developed an int ernal cont rol framew ork w hich is overseen by t he Chairman and COO. This is st ructured around a number of Company policies and includes a delegat ed aut horit y framew ork w it h, in part icular, bank accounts in t he UK and Aust ralia being reconciled by persons ot her t han t he Chairman and COO. Tw o meet ings of t he Audit and Risk Comm it t ee w ere held during t he year ended 30 Sept ember 2023 w it h all commit t ee members att ending on bot h occasions. This report in it s entiret y has been approved by the Audit and Risk Commit tee. David Tang Audit and Risk Commit t ee Chair 31 M arch 2024 Remuneration and Nomination Committee The Remunerat ion and Nominat ion Comm it t ee assist s t he Board in det ermining it s responsibilit ies in relat ion t o remunerat ion and nom inat ions, including, amongst ot her mat t ers, making recommendat ions t o t he Board on t he Com pany’s policy on execut ive remunerat ion, det ermining t he individual remunerat ion and benefit s package of each of t he execut ive directors. The mem bership of t he Rem uneration and Nomination Commit t ee comprises David Tang (as it s Chairman), Andrew Scot t and Trevor Davenport . The Remunerat ion and Nominat ion Comm it t ee t ypically meet s formally t w ice a year and otherw ise as required. Gender analysis A split of our employees and Direct ors by gender at t he year-end is show n below : Direct ors Employees/ Cont ractors Key management M ale 5 3 Female 0 3 The Direct ors consider t hat key managem ent personnel are t he Direct ors of ECR M inerals plc. ECR M inerals plc | Annual Report 2023 37 CORPORATE GOVERNANCE STATEM ENT Corporate social responsibility We conduct our business w it h honest y, int egrit y and openness, respecting human rights and t he int erest s of our shareholders and employees. We aim t o provide t imely, regular and reliable informat ion on t he business t o all our shareholders and conduct our operations t o t he highest st andards. We st rive t o create a safe and healt hy w orking environment for t he w ellbeing of our st aff and create a t rusting and respectful environment , w here all members of st aff are encouraged t o feel responsible for t he reput at ion and performance of t he Company. We aim t o establish a diverse and dynamic w orkforce w it h t eam players w ho have t he experience and know ledge of t he business operations and market s in w hich w e operate. Through maint aining good communicat ions, members of st aff are encouraged t o realise t he object ives of t he Company and t heir ow n pot ential. The Board regularly review s t he significance of social, environmental and et hical mat t ers affecting t he Group’s operations. It considers t hat t he Group is not yet at a st age w here a specific corporate social responsibilit y policy is required, in view of t he limit ed number of st akeholders, ot her t han shareholders. Inst ead, t he Board prot ect s t he Group’s int erest s and t hose of it s st akeholders t hrough individual policies and t hrough et hical and t ransparent business dealings. Further Corporate Governance matters Corporat e environment al responsibilit y M ineral explorat ion and development has the pot ential to adversely im pact the environment in w hich it t akes place. The Group t akes it s environment al responsibilit ies seriously and t he environment al paramet ers of t he activit ies of t he Group are considered carefully so as t o minimise t he risk of adverse environmental effects. The Group also aim s t o ensure t hat it s suppliers and advisers meet w it h t heir legislat ive and regulat ory requirements and t hat codes of best pract ice are met and exceeded. Health & Safet y The activit ies of t he Group are carried out in accordance w it h all applicable law s on healt h & safet y. Share Capit al ECR M inerals plc is incorporat ed as a public limit ed company, and is regist ered in England and Wales w it h t he regist ered number 05079979. Det ails of t he Company’s issued share capit al, t oget her w it h t he det ails of t he movement s during the period, are show n in Not e 13. The Company has one class Ordinary share and all shares have equal vot ing right s and rank pari passu for the dist ribution of dividends and repayment of capit al. Shareholder Communicat ions The Company uses it s corporate w ebsit e (w w w .ecrminerals.com) t o ensure t hat t he lat est announcements, press releases and published financial informat ion are available t o all shareholders and ot her int erest ed part ies. The AGM is used t o communicat e w it h both inst it ut ional shareholders and privat e invest ors and all shareholders are encouraged t o part icipat e. Separat e resolut ions are proposed on ECR M inerals plc | Annual Report 2023 38 CORPORATE GOVERNANCE STATEM ENT each issue so t hat they can be given proper considerat ion and t here is a resolut ion t o approve t he Annual Report and Account s. The Company count s all proxy vot es and w ill indicat e t he level of proxies lodged on each resolut ion aft er it has been dealt w it h by a show of hands. ECR M inerals plc | Annual Report 2023 39 DIRECTORS’ REM UNERATION REPORT DIRECTORS’ REM UNERATION REPORT Remuneration policies The Group seeks t o operate a remunerat ion policy t hat is fair to it s employees and aligned to shareholders’ int erest s in t he successful delivery of t he Company’s long-t erm st rategy. The remunerat ion policy is designed t o at tract, ret ain and mot ivat e executive Direct ors and all employees w it h a view to encouraging commit ment to the development of the Company and for long t erm enhancement of shareholder value in w hat is an innovat ive, high grow t h business. ECR w orks on a principle and belief t hat it s cult ure is st ronger if t here is unit y bet w een all members of t he t eam and t his is reflect ed in alignment of pay rises, pensions and other benefit s across all of it s employees. Remunerat ion packages t ake int o account individual performance and t he remunerat ion for sim ilar jobs in ot her comparable companies w here such companies can be ident ified. This w ould also be t aken int o account on appointment by any new Directors. The Board believes t hat share ow nership by executive Directors and ECR st aff st rengt hens the link bet w een t heir personal int erests and those of shareholders. The Direct ors and other employees may be eligible for bonuses based on t he performance of not only t hemselves but also t he Company. The Board and t he Remunerat ion Comm it t ee, w hen assessing t his performance will t ake int o account t he Key Performance Indicat ors outlined on page 11 as w ell as t he performance of t he Company’s share price. The follow ing service agreement s and let ters of appointment have been ent ered int o by t he Company w it h the Direct ors and COO: Nick Tulloch w as appointed as M anaging Direct or of t he Company pursuant t o a consult ancy agreement dat ed 18 Sept ember 2023. The agreem ent is t erminable on a t hree mont hs’ not ice given by eit her part y in w rit ing or by summary not ice in certain st andard circumst ances. The remunerat ion payable t o M r Tulloch is £102,000 per annum of w hich £12,000 is paid in cash pro rat a across t he year, and t he balance is sat isfied by t he issue of equit y in four quart erly payment s of £22,500 using a mechanism based on the prevailing share price. M r Tulloch subsequently assumed t he role of chairman on 13 February 2024. David Tang w as appoint ed as Non-executive Chairman of t he Company pursuant t o a let t er of appointment dat ed 27 July 2017. M r Tang’s appointment may be t erminat ed on a t hree mont hs’ notice by eit her part y and ot herw ise in t he event of a mat erial breach of his obligat ions under t he agreement. Tang’s direct or’s fee is £36,000 per annum w it h effect from 1 M arch 2024 (during his t enure as chairman his fee w as £48,000 per annum). M r Tang is expected t o dedicate such am ount of t im e as is necessary for t he proper performance of his duties as a direct or of the Company, w hich is ant icipat ed t o be at least 3 days a month. Trevor Davenport w as appointed as a Non-Executive Direct or of t he Company pursuant t o a let t er of appointment dat ed 30 Sept ember 2021. M r Davenport’s appoint ment may be t erminat ed on a t hree mont hs’ notice by eit her part y and otherw ise in t he event of a mat erial breach of her obligat ions under the agreement . M r Davenport’s direct or’s fee is £36,000 per annum. M r Davenport is expected t o dedicat e such amount of t ime as is necessary for t he ECR M inerals plc | Annual Report 2023 40 DIRECTORS’ REM UNERATION REPORT proper performance of his dut ies as a direct or of t he Company, w hich is ant icipat ed t o be at least 3 days a mont h. Andrew Scott w as appoint ed as a Non-Execut ive Director of t he Com pany pursuant t o a let t er of appointment dat ed 24 January 2022. M r Scot t ’s appointment may be t erminat ed on a t hree mont hs’ notice by eit her part y and ot herw ise in t he event of a mat erial breach of her obligat ions under t he agreem ent . M r Scot t ’s director’s fee is £36,000 per annum. M r Scot t is expected t o dedicate such am ount of t im e as is necessary for t he proper performance of his duties as a direct or of the Company, w hich is ant icipat ed t o be at least 3 days a month. M ike W hitlow w as appointed as Chief Operating Officer of t he Company pursuant t o a consult ancy agreem ent dat ed 18 Sept ember 2023. The agreement is t erminable on a t hree mont hs’ notice given by eit her part y in w rit ing or by summary notice in certain st andard circumst ances. The rem unerat ion payable t o M r Whit low is £102,000 per annum of w hich £12,000 is paid in cash pro rat a across t he year, and t he balance is sat isfied by t he issue of equit y in four quarterly payment s of £22,500 using a mechanism based on t he prevailing share price. M r Whit low is not a Direct or of t he Company. The current Executive’s remunerat ion comprises a salary w hich is reviewed annually. There have been no bonus payment s made in the year. Fut ure policy t able Base Salary / Pension Benefits in Kind Bonus or Nick Tulloch David Tang Trevor Davenport Andrew Scot t Adam Jones* * Director Fee 102,000* 36,000* * * 36,000 Contribution nil nil nil 36,000 - nil nil nil nil nil nil nil incentive plan Ad hoc basis Ad hoc basis Ad hoc basis Ad hoc basis Ad hoc basis * £90,000 of M r Tulloch’s fee is set t led by t he issue of new ordinary shares * * Resigned 23 January 2024 * * * Effect ive from 1 M arch 2024 (previously £48,000) The Executives’ service cont ract s are review ed annually. Benefit s in kind Current ly no benefit s in kind are paid t o any Direct or. Service cont ract s The Direct ors’ cont ract s and let t ers of appoint ment are available for inspect ion at t he Company’s regist ered office. Approval by members The remunerat ion policy above w ill be put before t he members for approval at t he next Annual General M eet ing. ECR M inerals plc | Annual Report 2023 41 DIRECTORS’ REM UNERATION REPORT Implementation report Part iculars of Direct ors’ Remunerat ion Remunerat ion paid to the Direct ors during t he period ended 30 Sept ember 2023 w as: Director Base salary and fees £’000 Benefit s In kind £’000 Pension contribut ions £’000 Execut ive Direct ors Nick Tulloch Adam Jones* Non-Execut ive Direct ors David Tang Trevor Davenport Andrew Scot t * Resigned 23 January 2024 1 82 49 36 36 0 0 0 0 0 0 0 0 0 0 Total £’000 1 82 49 36 36 Payment s to past Direct ors and Senior M anagement There w ere no payment s to past direct ors during t he period. Andrew Hayt horpe, t he Group’s former CEO (w ho w as not a Direct or of t he Company) w ho resigned on 14 Sept ember 2023, received t ot al payment s of £145,238 during t he year. Payment s for loss of office There w ere no payment s for loss of office during t he period. Bonus and Incent ive plans There w ere no bonuses paid t o direct ors or st aff during t he period. Relat ive import ance of expendit ure on remunerat ion Total Direct ors’ remunerat ion Dist ribut ions t o shareholders 2023 £’000 2022 £’000 Year on year change: 204 282 - - (28)% n/ a ECR M inerals plc | Annual Report 2023 42 DIRECTORS’ REM UNERATION REPORT Direct ors’ int erest in shares The Company has no Direct or shareholding requirement . None of t he Direct ors held shares in ECR at t he period end but , follow ing t he salary sacrifice scheme put in place during Sept ember 2023, t he beneficial int erest of t he Direct ors in t he ordinary share capit al of t he Company at 22 M arch 2024 w as: Nick Tulloch* David Tang Trevor Davenport Andrew Scot t Adam Jones* * Number 22,555,417 5,714,285 5,714,285 5,714,285 5,714,285 Percent age of issued share capital at 07 M arch 2024 0.81 0.36 0.36 0.36 0.36 * includes holding of Fet lar Capit al Limit ed (a company cont rolled by N Tulloch) * * Resigned 23 January 2024 The Directors held the following share options at 30 September 2023. As explained further on page 75, t hese options were all cancelled on 20 Oct ober 2023. Director At 1 October Granted in Exercised At 30 September Exercise Latest dat e of 2022 t he period to 2023 price exercise Adam Jones* Adam Jones* Adam Jones* Adam Jones* Andrew Scot t Andrew Scot t Andrew Scot t Andrew Scot t Andrew Scot t David Tang David Tang David Tang David Tang Total 5,000,000 5,000,000 10,000,000 10,000,000 30,000,000 30 Septem ber 2023 - 4,000,000 4,000,000 4,000,000 - - 2,000,000 2,000,000 2,000,000 - 2,000,000 2,000,000 2,000,000 24,000,000 * Resigned 23 January 2024 - - - - - - - - - - - - - - 4,000,000 4,000,000 4,000,000 2,000,000 2,000,000 2,000,000 10,000,000 2,000,000 2,000,000 2,000,000 54,000,000 £0.022 £0.011 £0.022 £0.033 £0.022 £0.044 £0.011 £0.022 £0.033 £0.022 £0.011 £0.022 £0.033 22/ 01/ 2027 16/ 04/ 2028 16/ 04/ 2028 16/ 04/ 2028 22/ 01/ 2027 22/ 01/ 2027 16/ 04/ 2028 16/ 04/ 2028 16/ 04/ 2028 22/ 01/ 2027 16/ 04/ 2028 16/ 04/ 2028 16/ 04/ 2028 ECR M inerals plc | Annual Report 2023 43 DIRECTORS’ REM UNERATION REPORT Share Capital and Substantial Share Interests On 22 M arch 2024, t he Company w as not aw are of any person with a beneficial holdings of 3 per cent. or more in Company’s existing issued ordinary share capit al of 1,619,086,760 ordinary shares of £0.00001 each. Statement This Direct ors’ Remuneration Report w as approved by t he Board and signed on it s behalf by: Nick Tulloch Chairman 31 M arch 2024 ECR M inerals plc | Annual Report 2023 44 STATEM ENT OF DIRECTORS’ RESPONSIBILITIES Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements The Direct ors are responsible for preparing t he annual report and t he financial stat ement s in accordance w it h applicable law and regulat ions. Company law requires t he Direct ors t o prepare financial st atement s for each financial year. Under t hat law t he Direct ors have elect ed t o prepare t he Group and Parent Company financial st at ement s in accordance w it h UK adopt ed int ernat ional accounting st andards in conformit y w it h t he Companies Act 2006 and, as regards t he Parent Company financial st atement s, as applied in accordance w it h t he provisions of t he Companies Act 2006. Under company law t he Directors must not approve t he financial stat ement s unless t hey are satisfied that t hey give a t rue and fair view of t he st ate of affairs of t he Group and t he Company and of t he profit or loss of t he Group for t hat period. In preparing t hese financial st atement s t he Direct ors are required t o: select suit able accounting policies and t hen apply t hem consist ently;   make judgement s and accounting est imat es t hat are reasonable and prudent;  st ate w het her UK adopt ed internat ional account ing st andards in conformit y w it h the Companies Act 2006 have been follow ed subject t o any mat erial departures disclosed and explained in t he financial reports; prepare t he financial st atement s on the going concern basis unless it is inappropriat e t o presume t hat the Group and Company w ill continue in business.  The Direct ors are responsible for keeping adequate accounting records t hat are sufficient t o show and explain t he Company’s and Group’s t ransactions and disclose w it h reasonable accuracy at any t ime t he financial posit ion of t he Company and t he Group and enable t hem t o ensure t hat t he financial st at ement s comply w it h t he Companies Act 2006. They are also responsible for safeguarding t he asset s of t he Company and t he Group and hence for t aking reasonable steps for the prevention and det ect ion of fraud and ot her irregularities. The Direct ors are responsible for t he maint enance and int egrit y of t he corporat e and financial informat ion included on t he Company’s w ebsit e. Legislat ion in t he Unit ed Kingdom governing t he preparation and disseminat ion of t he financial st at ement s may differ from legislat ion in ot her jurisdict ions. Direct ors’ and Officers’ Liabilit y Insurance The Company had in force during t he year and has in force at t he dat e of t his report a qualifying indemnit y in favour of it s Direct ors against t he financial exposure t hat t hey may incur in t he course of t heir professional duties as Direct ors and officers of t he Company and/ or it s subsidiaries. St at ement on Disclosure of Informat ion t o Audit ors Having made t he requisit e enquiries and in t he case of each of t he Direct ors w ho are Direct ors of t he Company at t he dat e w hen t his report is approved: (cid:127) so far as t hey are individually aw are, t here is no relevant audit informat ion (as defined by Section 418 of t he Companies Act 2006) of w hich t he Company’s audit ors are unaw are; and ECR M inerals plc | Annual Report 2023 45 STATEM ENT OF DIRECTORS’ RESPONSIBILITIES (cid:127) each of the Direct ors has taken all t he st eps t hat they should have t aken as a Direct or t o make himself aw are of any relevant audit informat ion and t o est ablish t hat t he Company’s audit ors are aw are of the informat ion. This report w as approved by t he Board on 31 M arch 2024. By order of the Board Nick Tulloch Chairman 31 M arch 2024 ECR M inerals plc | Annual Report 2023 46 INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS OF ECR M INERALS PLC Opinion We have audit ed t he financial st at ement s of ECR M inerals Plc (t he ‘parent company’) and it s subsidiaries (t he ‘group’) for t he year ended 30 Sept ember 2023 w hich comprise t he Consolidat ed Income St at ement , t he Consolidat ed St at ement of Comprehensive Income, t he Consolidat ed and Company St atement s of Financial Posit ion, t he Consolidated and Company St atement s of Changes in Equit y, t he Consolidated and Company St atement s of Cash Flow s and notes t o t he financial st atement s, including significant accounting policies. The financial reporting framew ork t hat has been applied in t heir preparation is applicable law and UK adopted Int ernational Accounting St andards in conf ormit y w it h t he requirement s of t he Com panies Act 2006 and as regards t he parent company financial st at ement s, as applied in accordance w it h the provisions of t he Companies Act 2006. In our opinion:     t he financial st atement s give a t rue and fair view of t he st ate of t he group’s and of t he parent company’s affairs as at 30 Sept ember 2023 and of t he group’s loss for t he year t hen ended; t he group financial st atement s have been properly prepared in accordance w it h UK adopted Int ernational Accounting St andards in conform it y w it h t he requirements of t he Companies Act 2006; t he parent company financial st at ement s have been properly prepared in accordance w it h UK adopted Int ernational Account ing St andards in conformit y w it h t he requirement s of t he Companies Act 2006 and as applied in accordance w it h t he provisions of the Companies Act 2006; and t he financial st atement s have been prepared in accordance w it h t he requirement s of t he Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. M aterial uncertainty related to going concern We draw attention to note 2 in the financial statements, which states that the group’s and company’s ability to continue as a going concern is dependent on the ability to secure additional funding and the Directors consider they have various options to do so, including the issue of equity and asset disposals. As stated in note 2, these event s or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. ECR M inerals plc | Annual Report 2023 47 INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included a review of budgets and cash flow forecasts covering a period of at least 12 months from the date of approval of the financial statements, including challenge of management on the basis of preparation, together with ascertaining the most recent cash position of the group and company, and identifying subsequent events impacting the going concern position. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Our application of materiality The scope of our audit w as influenced by our applicat ion of mat erialit y. The quant it ative and qualit at ive t hresholds for mat erialit y det ermine the scope of our audit and the nature, t iming and ext ent of our audit procedures. Group mat erialit y w as £80,000 (2022: £100,000) based upon approximat ely 1.5% of gross asset s. We consider gross asset s t o be t he main driver of t he business as t he group is st ill in t he explorat ion st age and t herefore no revenues are current ly being generat ed, and that current and pot ent ial invest ors w ill be most int erest ed in t he recoverabilit y of t he explorat ion and evaluat ion asset s. The parent company mat erialit y w as £60,000 (2022: £75,000), based upon 1.5% of gross asset s and capped t o be below group mat erialit y t o ensure adequate audit evidence w as obtained over t he parent company financial st atement s. Performance mat erialit y for t he group and t he parent company w as set at 60% of overall mat erialit y. Whilst mat erialit y for t he financial st atement s as a w hole w as set at £80,000, t he significant component of t he group w as audit ed t o an overall mat erialit y of £40,000 (2022: £75,000) w it h performance mat erialit y set at 60%. We agreed wit h t he audit commit tee t hat w e w ould report t o t he commit tee all audit differences ident ified during t he course of our audit in excess of £4,000 (2022: £5,000) as w ell as differences below t hese t hresholds t hat, in our view , w arrant ed reporting on qualit at ive grounds. Our approach to the audit In designing our audit , w e det ermined mat erialit y and assessed t he risk of mat erial misst atement in t he financial st atement s. In part icular, w e looked at areas requiring t he direct ors t o make subject ive judgement s, for example in respect of significant account ing est imat es including t he carrying value of int angible asset s and t he considerat ion of fut ure event s t hat are inherently uncert ain. We also addressed t he risk of m anagement override of int ernal cont rols, including evaluat ing w het her t here w as evidence of bias by t he direct ors t hat represented a risk of mat erial misst atement due t o fraud. An audit w as performed on t he financial informat ion of t he group’s operat ing ent it ies w hich for t he year ended 30 Sept ember 2023 w ere locat ed in t he Unit ed Kingdom and t he Aust ralia. The audit w ork on each significant and / or mat erial component w as performed by us as group audit or based upon mat erialit y or risk profile, or in response t o pot ent ial risks of mat erial misst at em ent t o t he group. ECR M inerals plc | Annual Report 2023 48 INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS Key audit matters Key audit mat t ers are t hose mat t ers t hat, in our professional judgment , w ere of most significance in our audit of t he financial st atement s of t he current period and include t he most significant assessed risks of mat erial misst atement (w het her or not due t o fraud) w e ident ified, including t hose w hich had t he great est effect on: t he overall audit st rategy, t he allocat ion of resources in t he audit ; and direct ing t he efforts of t he engagement team. These mat t ers w ere addressed in t he cont ext of our audit of t he financial st atement s as a w hole, and in forming our opinion t hereon, and w e do not provide a separat e opinion on t hese mat t ers. Key Audit M atter How our scope addressed this matter Recoverability of intangible assets – exploration and evaluation assets (refer note 10) The group as at 30 September 2023 had ongoing early stage exploration projects in the Australia. There is a risk that the expenditure is not correctly capitalised in accordance with IFRS 6. There is also a risk that the capitalised exploration costs are not recoverable and should be impaired. The carrying value of intangible exploration and evaluation assets as at 30 September 2023 is £4,420,597. Comprising early stage the impairment exploration projects, indicator requires assessment management judgement and estimation of a range of applicable factors. the financial Relevant disclosures in in Note 2 statements are made surrounding accounting critical judgements, and in Note 10 for Intangible assets. Our w ork in t his area included: (cid:127) (cid:127) (cid:127) (cid:127) (cid:127) (cid:127) correspondence Sample t esting of explorat ion and evaluat ion expendit ure t o assess t heir eligibilit y for capit alisat ion under IFRS 6 by corroborat ing t o t he original source document at ion; Inspecting explorat ion licences t o verify t hey remained valid and t hat t he group held good t it le; Review ing (w here applicable) w it h licensing aut horit ies t o ensure compliance and assess t he risk of non-renew al; challenging Review ing management ’s of im pairment t aking int o account bot h ext ernal im pairment indicat ors; Ensuring any perform ance condit ions / requirement s minimum expendit ure relat ing t o licenses were met during t he year; and Est ablishing t he int ent ion of t he Board t o undertake future exploration w ork. considerat ion int ernal and and Other information The ot her informat ion comprises t he informat ion included in t he annual report, ot her t han t he financial st atement s and our audit or’s report t hereon. The direct ors are responsible for t he ot her informat ion cont ained w it hin t he annual report. Our opinion on t he group and parent company financial st at ement s does not cover t he ot her informat ion and, except t o t he ext ent ot herw ise explicit ly st at ed in our report , w e do not express any form of assurance conclusion t hereon. Our responsibilit y is t o read t he ot her informat ion and, in doing so, ECR M inerals plc | Annual Report 2023 49 INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS consider w het her t he ot her informat ion is mat erially inconsist ent w it h t he financial st atement s or our know ledge obt ained in the course of the audit , or ot herw ise appears t o be mat erially misst ated. If w e ident ify such mat erial inconsist encies or apparent mat erial misst atement s, w e are required t o det ermine w het her t his gives rise t o a mat erial misst atement in t he financial st atement s t hemselves. If, based on t he w ork w e have performed, we conclude t hat t here is a mat erial misstat ement of t his ot her informat ion, w e are required t o report t hat fact . We have not hing to report in t his regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the w ork undertaken in the course of t he audit :   t he informat ion given in the st rat egic report and t he direct ors’ report for t he financial year for w hich t he financial st atement s are prepared is consist ent w it h t he financial st atement s; and t he st rategic report and t he direct ors’ report have been prepared in accordance w it h applicable legal requirem ent s. M atters on which we are required to report by exception In t he light of t he know ledge and underst anding of t he group and t he parent company and t heir environment obt ained in t he course of t he audit , w e have not ident ified mat erial misst atement s in the strat egic report or t he direct ors’ report . We have nothing t o report in respect of t he follow ing mat t ers in relat ion t o w hich t he Companies Act 2006 requires us to report t o you if, in our opinion:   adequat e account ing records have not been kept by t he parent company, or ret urns adequate for our audit have not been received from branches not visit ed by us; or t he parent company financial st at ement s are not in agreem ent wit h t he accounting records and ret urns; or  certain disclosures of directors’ remunerat ion specified by law are not made; or  w e have not received all the information and explanat ions w e require for our audit . Responsibilities of directors As explained more fully in t he direct ors’ responsibilities st atement , t he direct ors are responsible for t he preparation of t he group and parent company financial st atement s and for being sat isfied t hat t hey give a t rue and fair view , and for such int ernal cont rol as t he direct ors det ermine is necessary t o enable t he preparation of financial st atement s t hat are free from mat erial misst at ement , w hether due to fraud or error. In preparing t he group and parent company financial st at ement s, t he direct ors are responsible for assessing t he group and t he parent company’s abilit y t o cont inue as a going concern, disclosing, as applicable, m at ters relat ed t o going concern and using t he going concern basis of accounting unless t he direct ors eit her int end t o liquidat e t he group or the parent company or t o cease operations, or have no realist ic alt ernat ive but to do so. ECR M inerals plc | Annual Report 2023 50 INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS Auditor’s responsibilities for the audit of the financial statements Our objectives are t o obtain reasonable assurance about w het her t he financial st atement s as a w hole are free from mat erial misst at ement , w hether due t o fraud or error, and t o issue an audit or’s report t hat includes our opinion. Reasonable assurance is a high level of assurance but is not a guarant ee t hat an audit conduct ed in accordance w it h ISAs (UK) will alw ays det ect a m at erial misst atement w hen it exist s. M isst atement s can arise from fraud or error and are considered mat erial if, individually or in the aggregat e, they could reasonably be expect ed t o influence the economic decisions of users taken on t he basis of these financial stat ement s. Irregularit ies, including fraud, are inst ances of non-compliance w it h law s and regulat ions. We design procedures in line w it h our responsibilit ies, outlined above, t o det ect mat erial misst atement s in respect of irregularities, including fraud. The ext ent t o w hich our procedures are capable of det ect ing irregularit ies, including fraud is detailed below :  We obt ained an underst anding of t he group and parent company and t he sect or in w hich t hey operate t o ident ify law s and regulat ions t hat could reasonably be expected t o have a direct effect on t he financial st at ement s. We obtained our underst anding in t his regard t hrough discussions wit h management, applicat ion of cumulat ive audit know ledge and experience of t he sect or.  We det ermined t he principal law s and regulat ions relevant t o t he group and parent company in this regard to be those arising from UK adopted int ernat ional account ing st andards, t he Companies Act 2006, t ax law s and regulat ions, local employment law and condit ions stipulat ed in the explorat ion licenses.  We designed our audit procedures t o ensure t he audit t eam considered w het her t here w ere any indicat ions of non-compliance by t he group and parent company w it h t hose law s and regulat ions. These procedures included, but w ere not limit ed t o: o Enquiries of managem ent o Review of legal and regulat ory correspondence (w here applicable) o Review of Board minutes  We also ident ified t he risks of mat erial misst at ement of t he financial stat ement s due t o fraud. We considered, in addit ion t o t he non-rebut t able presumpt ion of a risk of fraud arising from management override of cont rols, t hat t he judgement s and est imat es made by managem ent in t heir assessment of t he recoverabilit y of int angible asset s represented t he most significant risk of mat erial misst at ement. Refer t o the key audit mat ter above.  We addressed t he risk of fraud arising from management override of cont rols by performing audit procedures w hich included, but w ere not limit ed t o: t he t esting of journals; review ing accounting est imat es for evidence of bias; and evaluat ing t he business rat ionale of any significant t ransact ions t hat are unusual or outside t he normal course of business. Because of t he inherent limit at ions of an audit, t here is a risk t hat w e w ill not det ect all irregularit ies, including t hose leading t o a mat erial misst at ement in t he financial st atement s or non-compliance w it h regulat ion. This risk increases t he more t hat compliance w it h a law or regulat ion is removed from t he event s and t ransact ions reflected in the financial stat ement s, as w e w ill be less likely t o become aw are of inst ances of non-compliance. The risk is also ECR M inerals plc | Annual Report 2023 51 INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS great er regarding irregularit ies occurring due t o fraud rat her t han error, as fraud involves int ent ional concealm ent , forgery, collusion, omission or misrepresent ation. A furt her descript ion of our responsibilit ies for t he audit of t he financial st at ement s is locat ed on t he Financial Reporting Council’s w ebsit e at : w w w .frc.org.uk/ audit orsresponsibilit ies. This description forms part of our audit or’s report . Use of our report This report is made solely t o the company’s members, as a body, in accordance w it h Chapt er 3 of Part 16 of t he Companies Act 2006. Our audit w ork has been undertaken so t hat w e might st ate t o t he company’s members t hose mat t ers w e are required t o st at e t o t hem in an audit or’s report and for no ot her purpose. To t he fullest ext ent permit t ed by law , w e do not accept or assume responsibilit y t o anyone, ot her t han t he company and t he company's members as a body, for our audit w ork, for t his report , or for t he opinions w e have formed. Daniel Hutson (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP Statutory Auditor 31 M arch 2024 15 West ferry Circus Canary Wharf London E14 4HD ECR M inerals plc | Annual Report 2023 52 CONSOLIDATED STATEM ENT OF COM PREHENSIVE INCOM E For the year ended 30 September 2023 Year ended 30 Sept ember 2023 £ Year ended 30 Sept ember 2022 £ Note Continuing operations Other administ rative expenses Impairment of int angible asset s Loss on ot her current asset s Disposal of asset s Impairment of invest ment s Share based payment Currency exchange differences Total administrative expenses Operating loss Asset s held at fair value t hrough profit and loss Financial income Ot her income Finance income and costs Loss for the year before taxation Income tax Loss for the year from continuing operations Loss for the year - all attributable to owners of the parent Earnings per share - basic and diluted On cont inuing operations 3 7 5 4 (1,320,357) - (149,282) (4,233) (112,928) (156,380) (6,049) (1,749,229) (1,214,398) (1,576,822) (18,991) - - 27,173 (2,783,038) (1,749,229) (2,783,038) (34,695) 16,510 (1,783,924) (2,766,528) 3,111 8,142 11,253 651 151,004 151,655 (1,772,670) - (1,772,670) (2,614,873) - (2,614,873) (1,772,670) (2,614,873) (0.15)p (0.25)p The period to w hich this consolidat e st atement of comprehensive income applies w as t he 12-mont h period from 1 Oct ober 2022 t o 30 Sept ember 2023. There w as no ot her comprehensive income in the period. All activit ies relat e to continuing operat ions. The notes on pages 59 t o 82 are an int egral part of these financial st atement s. ECR M inerals plc | Annual Report 2023 53 CONSOLIDATED STATEM ENT OF COM PREHENSIVE INCOM E For the year ended 30 September 2023 Year ended 30 Septem ber 2023 £ Year ended 30 Septem ber 2022 £ Loss for the year (1,772,670) (2,614,873) Items that may be reclassified subsequently to profit or loss (Loss)/ gain on exchange t ranslat ion Other comprehensive gain for the year (360,099) (360,099) 342,215 342,215 Total comprehensive loss for the year (2,132,769) (2,272,658) The notes on pages 59 t o 82 are an int egral part of these financial st atement s. ECR M inerals plc | Annual Report 2023 54 CONSOLIDATED AND COM PANY STATEM ENTS OF FINANCIAL POSITION For the year ended 30 September 2023 Group Company Assets Non-current assets Propert y, plant and equipment Invest ment s in subsidiaries Int angible assets Other receivables Current assets Trade and ot her receivables Invent ory Financial asset s at fair value t hrough profit or loss Cash and cash equivalent s Not e 8 9 10 11 11 9 12 Total assets Current liabilities Trade and ot her payables 14 Total liabilities Net assets Equity attributable to owners 30 September 30 Sept ember 30 September 30 Sept ember 2022 £ 2022 £ 2023 £ 2023 £ 567,672 - 4,420,597 - 1,188,192 - 3,760,919 - 4,988,269 4,949,111 7,297 1 347,984 4,005,390 4,360,672 7,849 22,543 147,985 5,792,859 5,971,236 85,383 - 10,390 148,043 70,641 45,084 1,065,853 - 10,390 1,037,568 - 45,084 82,462 842,889 6,589 233,106 178,235 1,106,657 1,082,832 1,315,758 5,166,504 6,055,768 5,443,504 7,286,944 154,101 154,101 206,684 206,684 101,042 101,042 135,925 135,954 5,012,403 5,849,084 5,342,462 7,151,069 of the parent Share capit al Share prem ium Exchange reserve Other reserves Ret ained losses Total equity 13 13 11,292,415 54,195,398 566,114 597,086 (61,638,610) 11,290,980 53,057,125 926,213 440,706 (59,865,940) 11,292,415 54,195,398 - 597,086 (60,742,437) 11,290,980 53,057,125 - 440,706 (57,637,742) 5,012,403 5,849,084 5,342,462 7,151,069 The Company has elect ed t o t ake t he exempt ion under section 408 of t he Companies Act 2006 from present ing t he parent company profit and loss account. The loss for t he parent company for t he year w as £3,104,695 (2022: £2,263,395 loss). The notes on pages 59 t o 82 are an int egral part of t hese financial st atement s. The financial st atement s w ere approved and aut horised for issue by t he Direct ors on 31 M arch 2024 and w ere signed on it s behalf by: W eili (David) Tang Nick Tulloch ECR M inerals plc | Annual Report 2023 55 CONSOLIDATED STATEM ENT OF CHANGES IN EQUITY For the year ended 30 September 2023 Share capital Share premium Exchange reserve Other reserves Retained reserves Total (Not e 13) £ (Not e 13) £ 11,290,483 52,593,562 – – – 497 – 497 – – – 463,563 – 463,563 £ 583,998 – 342,215 342,215 – – – £ £ 440,706 (57,251,067) £ 7,657,683 – – – – – – (2,614,873) (2,614,873) 342,215 – (2,614,873) (2,272,658) – – – 464,060 – 464,060 11,290,980 53,057,125 926,213 440,706 (59,865,940) 5,848,084 – – – 1,352 – 83 – 1,435 – – – 1,132,356 (42,000) 47,917 – 1,138,273 – (360,099) (360,099) – – – – – – – (1,772,670) (1,772,670) (360,099) – – – – – 156,380 – (1,772,670) (2,132,769) 1,133,708 (42,000) 48,000 156,380 – – – – – 1,296,088 11,292,415 54,195,398 566,114 597,086 (61,638,610) 5,012,403 Balance at 30 September 2021 Loss for t he year Gain on exchange t ranslat ion Total comprehensive loss Shares issued Share issue cost s Total t ransact ions w it h ow ners, recognised directly in equit y Balance at 30 Sept ember 2022 Loss for t he year Loss on exchange translat ion Total comprehensive loss Shares issued Share issue cost s Shares issued for services Share based payment Total t ransact ions w it h ow ners, recognised directly in equit y Balance at 30 September 2023 ECR M inerals plc | Annual Report 2023 56 COM PANY STATEM ENT OF CHANGES IN EQUITY For the year ended 30 September 2023 Balance at 30 September 2021 Loss for t he year Total comprehensive expense Shares issued Share issue cost s Tot al t ransact ions w it h ow ners, recognised direct ly in equit y Balance at 30 September 2022 Loss for t he year Tot al com prehensive expense Shares issued Share issue cost s Shares issued for services Share based paym ents Tot al t ransact ions w it h ow ners, recognised direct ly in equit y Balance at 30 September 2023 Share capital Share premium Other reserves Retained reserves Total (Not e 13) £ 11,290,483 (Not e 13) £ £ £ 440,706 (55,386,253) £ 8,938,498 52,593,562 – – 463,563 – 463,563 – – 497 – 497 – – – – – (2,251,490) (2,251,490) (2,251,490) (2,251,490) – – – 464,060 – 464,060 11,290,980 53,057,125 440,706 (57,637,742) 7,151,069 – – – – 1,352 1,132,356 – – – – 83 – (42,000) 47,917 – – – 156,380 1,435 1,138,273 156,380 (3,104,695) (3,104,695) (3,104,695) (3,104,695) – – – – – 1,133,708 (42,000) 48,000 156,380 1,296,088 11,292,415 54,195,398 597,086 (60,742,437) 5,342,462 The accompanying notes on pages 59 t o 82 form part of t hese financial st atement s. The follow ing describes t he nat ure and purpose of each reserve w it hin equit y: Reserve Description and purpose Share capit al Share prem ium Share based payment s reserve Ret ained earnings / (loss) Amount subscribed for share capit al at t he nominal value of £0.01 per ordinary share Amount subscribed for share capit al in excess of nominal value, net of share issue cost s Amount s recognised for share-based payment t ransactions including share opt ions grant ed t o employees and other part ies Cumulat ive net gains and losses recognised in t he consolidat ed st atement of comprehensive income ECR M inerals plc | Annual Report 2023 57 CONSOLIDATED AND COM PANY CASHFLOW STATEM ENT For the year ended 30 September 2023 Group Company Not e 20 8 10 Year ended 30 Sept ember 2023 £ (1,183,552) Year ended 30 Sept ember 2022 £ (918,135) Year ended 30 Sept ember 2023 £ (869,282) Year ended 30 Sept ember 2022 £ (733,226) (167,948) (90,321) (5,410) (2,541) (779,251) – – (1,674,046) – (10,000) 509,212 88,634 – – – – (314,663) (22,543) (10,000) 42,952 7 – 3,112 (434,875) – 651 (1,685,082) (210,931) 1,106 (215,235) (659,033) 265 (965,563) 858,000 464,060 858,000 464,060 858,000 464,060 858,000 464,060 (760,427) (2,139,157) (226,517) (1,234,729) 842,889 2,982,046 233,106 1,467,835 – – – – 12 84,462 842,889 6,589 233,106 Net cash used in operations Investing activities Purchase of property, plant & equipment Increase in exploration asset s Invest ment in subsidiary Invest ment in available for sale asset s Proceeds from sale of property, plant and equipment Loan t o subsidiary Int erest income Net cash used activities Financing activities in investing cash from financing Proceeds from issue of share capit al (net of issue cost s) Net activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of the year Effect of change exchange rates Cash and cash equivalents at end of the year foreign in Non-cash transact ions: Shares issued for explorat ion asset s Shares issued for services 199,999 81,709 The accompanying notes on pages 59 t o 82 form part of t hese financial st atement s. ECR M inerals plc | Annual Report 2023 58 NOTES TO THE FINANCIAL STATEM ENTS 1. GENERAL INFORM ATION 1.1 Group The Company and t he Group operated mineral explorat ion and development project s. The Group’s principal int erest s are located in Australia and the Philippines. The Company is a public limit ed company incorporat ed and domiciled in England. The regist ered office of t he Company and it s principal place of business is Office T3, Hurlingham St udios, Ranelagh Gardens, London SW6 3PA. The Com pany is quot ed on t he Alt ernat ive Invest ment M arket (AIM ) of the London Stock Exchange. 1.2 Company income statement The Company has t aken advant age of Section 408 of t he Companies Act 2006 and has not included it s ow n profit and loss account in t hese financial st atement s. The loss for t he financial period dealt w it h in the accounts of t he Company amounted to £3,104,695. 2. PRINCIPAL ACCOUNTING POLICIES 2.1 Overall considerations The principal accounting policies t hat have been used in t he preparation of t hese consolidat ed financial st atement s are set out below . The policies have been consist ent ly applied unless otherw ise st at ed. 2.2 Basis of preparation The Consolidat ed Financial St atement s of t he Group and Company have been prepared in accordance w it h UK-adopt ed int ernat ional accounting st andards in conformit y wit h t he requirement s of t he Companies Act 2006 and regulat ions made under it . The Company Financial St atement s have been prepared under t he hist orical cost convent ion. The principal accounting policies are set out below and have, unless ot herw ise st ated, been applied consist ent ly for all periods present ed in t hese Consolidat ed Financial St atement s. The financial st at ement s are prepared in pounds st erling and amount s are rounded t o t he nearest t housand. (i) New and amended st andards, and int erpret at ions issued and effect ive for t he financial year beginning 1 October 2022 There w ere no new st andards, amendment s or int erpret ations effective for t he first t ime for periods beginning on or aft er 1 Oct ober 2022 t hat had a mat erial effect on t he Group or Company financial st atement s. (ii) New st andards, amendment s and int erpret at ions in issue but not yet effect ive At t he dat e of approval of t hese financial st atement s, t he follow ing st andards and int erpret ations w hich have not been applied in t hese financial st atement s w ere in issue for t he period beginning 1 January 2023 but not yet effect ive: ECR M inerals plc | Annual Report 2023 59 NOTES TO THE FINANCIAL STATEM ENTS       Amendment s t o IAS 1: Classificat ions of current or non-current liabilit ies (effect ive 1 January 2024); Am endment s t o IAS 8: Account ing Policies, Changes t o Account ing Est im at es and Errors (effective 1 January 2023); Amendment s t o IAS 12: Income Taxes – Deferred Tax arising from a Single Transact ion (effective 1 January 2023). Amendment s t o IAS 1: Present at ion of Financial St atement s and IFRS Practice St atement 2: Disclosure of Account ing Policies (effective 1 January 2023). Amendment s t o IAS 8 Account ing policies, Changes in Account ing Est im at es and Errors –Definit ion of Accounting Est imat es – effect ive 1 January 2023 Amendment s t o IAS 12 Deferred Tax Relat ed t o Asset s and Liabilit ies arising from a Single Transact ion - effect ive 1 January 2023 The Direct ors do not expect t hat t he adoption of t hese st andards w ill have a mat erial impact on t he financial informat ion of the Group or Company in fut ure periods. 2.3 Basis of consolidation Where t he Group has cont rol over an invest ee, it is classified as a subsidiary. The Group cont rols an invest ee if all t hree of t he follow ing element s are present : pow er over t he invest ee, exposure to variable ret urns from t he invest ee and t he abilit y of t he invest or to use it s pow er t o affect t hose variable ret urns. Cont rol is reassessed w henever facts and circumst ances indicat e t hat there may be a change in any of these element s of cont rol. De-fact o cont rol exist s in sit uat ions w here t he Group has t he pract ical abilit y t o direct t he relevant activit ies of t he invest ee w it hout holding t he majorit y of t he vot ing right s. The Group cont rols an ent it y w hen t he Group is exposed t o, or has right s t o, variable ret urns from it s involvement w it h t he ent it y and has the abilit y to affect those ret urns through it s pow er over t he ent it y. The consolidat ed financial st atement s present t he result s of t he Group as if t hey formed a single ent it y. Int ercompany t ransactions and balances bet w een group companies are eliminat ed in full. The consolidat ed financial st at ement s incorporat e t he financial st at ement s of t he Com pany and one of it s subsidiaries m ade up t o 30 Sept ember 2023. Subsidiary undertakings acquired during t he period are recorded under t he acquisit ion met hod of accounting and t heir result s consolidat ed from t he dat e of acquisit ion, being t he dat e on w hich t he Company obtains cont rol, and cont inue t o be consolidat ed unt il t he dat e such cont rol ceases. The subsidiaries included are as follow s: M ercat or Gold Aust ralia Pt y Ltd Lux Explorat ion Pt y Lt d Cordillera Tiger Int ernational Resources Inc. (up t o 19 June 2023 – see Not e 10) Warm Springs Renewable Energy Corporat ion Copper Flat Corporation (formerly New M exico Copper Corporation) 2.4 Going concern ECR M inerals plc | Annual Report 2023 60 NOTES TO THE FINANCIAL STATEM ENTS The Financial St atement s have been prepared on t he going concern basis and do not include t he adjustment s t hat w ould result if t he Group w as unable t o cont inue as a going concern. The financial st atement s have been prepared on a going concern basis w hich assumes t hat t he Company w ill cont inue in operational exist ence for t he foreseeable fut ure. The Company is current ly financed t hrough invest ment by it s shareholders and during t he period t he Company raised £900,000 before cost s, from t he issue of shares. The Company made a loss for t he period of £1,772,670 before t axation and foreign exchange adjust ment s. Nonet heless, t he Company held bank balances of £84,338 at t he year end. In assessing w het her t he going concern assum pt ion is appropriat e, t he Direct ors consider all available informat ion for the foreseeable fut ure, in part icular for the tw elve mont hs from t he dat e of approval of t he financial st atement s. This informat ion includes managem ent prepared cash flow s forecast s, t he Company’s current cash balances and t he Company’s exist ing and project ed mont hly running cost s. Furt hermore, t he Direct ors are mindful t hat, if t he Company needs t o raise furt her funds over t he 12 mont hs follow ing approval of t he financial st atement s t o execute it s st rategy and for w orking capit al, it has t he abilit y t o access addit ional financing, if required, over t he next 12 mont hs. Specifically, t he Company successfully complet ed t w o fundraisings in 2023 t hrough t he issue of new ordinary shares and, in addit ion, has raised a furt her £585,000 before costs in M arch 2024. Therefore, t he Directors have made an informed judgem ent at t he t ime of approving t he financial st atement s t hat t here is a reasonable expect at ion t hat t he Company has adequate resources to cont inue in operat ional exist ence for t he foreseeable fut ure. Thus, t hey cont inue t o adopt t he going concern basis of account ing in preparing t he financial st at ement s. How ever, as t here can be no certaint y t hat required cash can be readily raised from fut ure financings, t here remains a mat erial uncert aint y t hat may cause significant doubt about t he Group t o cont inue as a going concern. The audit ors have made reference to going concern by w ay of a mat erial uncertaint y w it hin t heir audit report . 2.5 Foreign currency translation The consolidat ed financial st atement s are present ed in pounds st erling w hich is t he funct ional and present ational currency represent ing the primary economic environment of t he Group. Foreign currency t ransact ions are t ranslat ed int o t he respect ive funct ional currencies of t he Company and it s subsidiaries using t he exchange rat es prevailing at t he dat e of t he t ransact ion or at an average rat e w here it is not practicable t o t ranslat e individual t ransact ions. Foreign exchange gains and losses are recognised in the income stat ement . M onet ary asset s and liabilit ies denominat ed in a foreign currency are t ranslat ed at t he rat es ruling at t he St atement of Financial Posit ion dat e. The asset s and liabilities of t he Group’s foreign operat ions are t ranslat ed at exchange rat es ruling at t he St at ement of Financial Posit ion dat e. Income and expense it ems are t ranslat ed at t he average rat es for t he period. Exchange differences are classified as equit y and t ransferred t o t he Group’s exchange reserve. Such differences are recognised in t he income st atement in the periods in w hich t he operat ion is disposed of. ECR M inerals plc | Annual Report 2023 61 NOTES TO THE FINANCIAL STATEM ENTS 2.6 Cash and cash equivalents Cash includes pett y cash and cash held in current bank account s. Cash equivalent s include short–t erm invest ment s t hat are readily convert ible t o know n amount s of cash and w hich are subject t o insignificant risk of changes in value. 2.7 Investment in subsidiaries Subsidiaries are ent it ies cont rolled by t he Group. The Group cont rols an ent it y w hen it is exposed t o, or has right s t o, variable ret urns from it s involvement w it h the entit y and has the abilit y t o affect t hose ret urns through it s pow er over t he ent it y. The invest ment s in subsidiaries held by the Company are valued at cost less any provision for im pairment t hat is considered t o have occurred, t he result ant loss being recognised in t he income stat ement . 2.8 Financial instruments Financial assets The Group’s financial assets comprise equit y invest ment s held as financial assets at fair value t hrough profit or loss as required by IFRS 9, and financial asset s at amortised cost , being cash and cash equivalent s and receivables balances. Financial asset s are assigned t o t he respective categories on init ial recognit ion, based on the Group’s business model for managing financial asset s, w hich det ermines w het her cash flow s w ill result from collecting cont ract ual cash flow s, selling t he financial assets, or bot h. Financial asset s at amort ised cost are non–derivat ive financial asset s wit h fixed or det erminable payment s t hat are not quoted in an act ive market . These asset s are init ially measured at fair value plus t ransact ion cost s directly at t ribut able t o t heir acquisit ion or issue, and are subsequently carried at am ortised cost using t he effective int erest rat e m et hod, less provision for im pairment under the expect ed credit loss model. The Group’s receivables fall int o t his cat egory of financial inst rument s. Discount ing is omit t ed w here the effect of discounting is immat erial. Equit y invest ment s are held as financial asset s at fair value t hrough profit or loss. These asset s are init ially recognised at fair value and subsequent ly carried in t he financial st at ement s at fair value, w it h net changes recognised in profit or loss. Derecognition A financial asset (or, w here applicable, a part of a financial asset or part of a group of sim ilar financial asset s) is prim arily derecognised (i.e., removed from t he Group’s consolidat ed st atement of financial posit ion) w hen: (cid:127) (cid:127) The right s t o receive cash flow s from the asset have expired; or The Group has t ransferred it s right s t o receive cash flow s from t he asset or has assumed an obligat ion t o pay t he received cash flow s in full wit hout mat erial delay t o a t hird part y under a ‘pass-t hrough’ arrangement; and eit her (a) t he Group has t ransferred substant ially all t he risks and rewards of t he asset , or (b) t he Group has ECR M inerals plc | Annual Report 2023 62 NOTES TO THE FINANCIAL STATEM ENTS neit her t ransferred nor ret ained substant ially all t he risks and rew ards of t he asset , but has t ransferred control of t he asset . Impairment of financial assets The Group recognises an allow ance for expected credit losses (“ ECLs” ) for all debt inst rument s not held at fair value through profit or loss. The amount of t he expected credit loss is measured as the difference bet w een all cont ract ual cash flow s t hat are due in accordance w it h t he cont ract and all t he cash flow s t hat are expected t o be received (i.e. all cash short falls), discounted at t he original effective int erest rate (EIR). For t rade receivables (not subject t o provisional pricing) and ot her receivables due in less t han 12 mont hs, t he Group applies t he sim plified approach in calculat ing ECLs, as permit t ed by IFRS 9. Therefore, t he Group does not t rack changes in credit risk, but inst ead, recognises a loss allow ance based on t he financial asset ’s lifet ime ECL at each reporting dat e. Financial liabilities All financial liabilit ies are recognised init ially at fair value and, in t he case of loans and borrow ings and payables, net of direct ly at tribut able transact ion cost s. The Group’s financial liabilit ies include t rade and ot her payables and are held at amort ised cost . Aft er init ial recognit ion, t rade and ot her payables are subsequently measured at amort ised cost using t he EIR met hod. Gains and losses are recognised in t he st atement of profit or loss and ot her comprehensive income w hen t he liabilit ies are derecognised, as w ell as through t he EIR amortisat ion process. Derecognition A financial liabilit y is derecognised w hen t he associat ed obligat ion is discharged or cancelled or expires. When an exist ing financial liabilit y is replaced by another from t he same lender on substant ially different t erms, or t he t erms of an exist ing liabilit y are substant ially modified, such an exchange or modificat ion is t reat ed as t he derecognit ion of t he original liabilit y and t he recognit ion of a new liabilit y. The difference in t he respect ive carrying amount s is recognised in profit or loss and ot her comprehensive income. 2.9 Exploration and Development costs All cost s associat ed w it h mineral explorat ion and invest ment s are capit alised on a project –by– project basis, pending det erminat ion of t he feasibilit y of t he project . Cost s incurred include appropriat e t echnical and administ rative expenses but not general overheads. If an explorat ion project is successful, t he relat ed expendit ures w ill be t ransferred t o mining asset s and amort ised over t he est imat ed life of t he commercial ore reserves on a unit of product ion basis. Where a licence is relinquished or a project abandoned, t he relat ed cost s are w rit t en off in t he period in w hich t he event occurs. Where t he Group maint ains an int erest in a project , but t he value of t he project is considered t o be im paired, a provision against t he relevant capit alised cost s w ill be raised. The recoverabilit y of all explorat ion and development cost s is dependent upon cont inued good t it le t o relevant asset s being held, t he discovery of economically recoverable reserves, t he abilit y of t he Group t o obtain necessary financing t o complet e t he developm ent of reserves and fut ure profit able product ion or proceeds from t he disposit ion thereof. ECR M inerals plc | Annual Report 2023 63 NOTES TO THE FINANCIAL STATEM ENTS 2.10 Property, Plant and Equipment Tangible fixed asset s are measured at hist orical cost , less accumulat ed depreciat ion and any provision for im pairment losses. Hist orical cost includes expendit ure t hat is direct ly at tribut able t o bringing t he asset s t o t he locat ion and condit ion necessary for it t o be capable of operating in the manner int ended by management . Depreciat ion is charged on each part of an it em of t angible fixed asset s so as t o w rit e off t he cost of asset s less t he residual value over t heir est imated useful lives, using t he st raight –line met hod. Depreciat ion is charged t o t he income st atement . The est imat ed useful lives are as follow s: Office equipment Furnit ure and fit t ings M achinery and equipm ent M otor Vehicles Land 3 years 5 years 5 years 5 years Not depreciat ed Useful economic lives and est imat ed residual values are review ed annually and adjusted as appropriat e. Expenses incurred in respect of t he maint enance and repair of property, plant and equipment are charged against income w hen incurred. Refurbishment s and improvement s expendit ure, w here t he benefit is expected t o be long last ing, is capit alised as part of t he appropriat e asset . An it em of property, plant and equipment ceases to be recognised upon disposal or w hen no fut ure economic benefit s are expect ed from it s use or disposal. Any gain or loss arising on cessation of recognit ion of t he asset (calculat ed as t he difference bet w een t he net disposal proceeds and t he carrying amount of t he asset ) is included in t he income st atement in t he year t he asset ceases t o be recognised. 2.11 Impairment testing of intangible and tangible assets At each balance sheet dat e, t he Company assesses whet her t here is any indicat ion t hat t he carrying value of any asset may be im paired. If any such indicat ion exist s, t he recoverable amount of t he asset is est imat ed in order t o det ermine t he ext ent of t he impairm ent loss (if any). 2.12 Leases Asset s and liabilit ies arising from a lease are init ially measured on a present value basis. The lease payments are discount ed using t he int erest rat e im plicit in t he lease. If that rat e cannot be readily det ermined, t he lessee’s increment al borrow ing rat e is used, being t he rat e t hat t he individual lessee w ould have t o pay t o borrow t he funds necessary t o obtain an asset of sim ilar value t o t he right -of-use asset . Lease payment s are allocat ed bet w een principal and finance cost . All other short t erm leases are regarded as operating leases and t he payment s made under t hem are charged t o t he income st atement on a st raight -line basis over t he lease t erm. 2.13 Equity Equit y comprises t he following: ECR M inerals plc | Annual Report 2023 64 NOTES TO THE FINANCIAL STATEM ENTS    “ Share capit al” represent s t he nominal value of equit y shares, both ordinary and deferred. “ Share premium ” represent s t he excess over nominal value of t he fair value of considerat ion received for equit y shares, net of expenses of t he share issues. “ Ot her reserves” represent the fair values of share opt ions and w arrant s issued. o “ Ret ained reserves” include all current and prior year result s, including fair value adjustment s on financial asset s, as disclosed in t he consolidat ed st atement of comprehensive income. “ Exchange reserve” includes the amount s described in more detail in the follow ing not e on foreign currency below . 2.14 Share-based payments During t he period, t he Company issued share opt ions t o direct ors and em ployees and shares w ere issued t o certain PR consult ants as part of t heir fees. The issue of share options const it uted a modification t o share opt ions t hat had previously been issued by t he Company as explained further in Note 2.21 below . All goods and services received in exchange for t he grant of any share–based payment are measured at t heir fair values. Where employees are rew arded using share–based payment s, t he fair values of employees’ services are determined indirectly by reference t o t he fair value of t he inst rument grant ed t o t he employee. The fair value is appraised at t he grant dat e and excludes t he im pact of non–market vest ing condit ions. Fair value is measured by use of t he Black Scholes model. The expected life used in t he model has been adjusted, based on management’s best est imat e, for t he effects of non–transferabilit y, exercise rest rictions, and behavioural considerat ions. All equit y–set t led share–based payment s are ult imately recognised as an expense in t he income stat ement w it h a corresponding credit t o “ ot her reserves” . If vest ing periods or ot her non–market vest ing condit ions apply, t he expense is allocat ed over t he vest ing period, based on t he best available est imat e of t he number of share options expected t o vest . Est im at es are subsequently revised if t here is any indicat ion t hat t he number of share options expected t o vest differs from previous est imat es. Any cumulat ive adjustment prior t o vest ing is recognised in t he current period. No adjustment is made t o any expense recognised in prior years if share options ult imat ely exercised are different t o t hat est imat ed on vest ing. Upon exercise of share opt ions, t he proceeds received net of at tribut able t ransact ion cost s are credit ed to share capit al and, w here appropriat e, share premium. A gain or loss is recognised in profit or loss w hen a financial liabilit y is set tled t hrough t he issuance of t he Company’s ow n equit y inst rument s. The amount of t he gain or loss is calculat ed as t he difference bet w een t he carrying value of t he financial liabilit y ext inguished and t he fair value of the equit y inst rument issued. ECR M inerals plc | Annual Report 2023 65 NOTES TO THE FINANCIAL STATEM ENTS 2.15 Taxation The t ax expense for t he period comprises current t ax. Tax is recognised in t he income st atement , except t o t he ext ent t hat it relat es t o it ems recognised direct ly in equit y. In t his case t he t ax is also recognised direct ly in ot her comprehensive income or direct ly in equit y, respect ively. The current income t ax charge is calculat ed on t he basis of t he t ax law s enact ed or subst ant ively enact ed at t he end of t he repor t ing period in t he count ries w here t he Group operates and generat es t axable income. M anagement periodically evaluat es positions t aken in t ax ret urns w it h respect t o sit uat ions in w hich applicable t ax regulat ion is subject t o int erpret ation. It est ablishes provisions w here appropriat e on t he basis of amount s expect ed t o be paid t o the tax aut horit ies. Deferred t ax represent s t he t ax expect ed t o be payable or recoverable on t he t emporary differences bet w een t he carrying amounts of asset s and liabilit ies for financial reporting purposes and t he amount s used for t axat ion purposes. The Com pany has t ax losses w hich can be used to offset future profit s. A deferred tax asset is recognised only t o t he ext ent t hat it is probable t hat fut ure t axable profit s w ill be available against w hich t he asset can be ut ilised. No deferred t ax asset has been recognised in the current period. 2.16 Provisions A provision is recognised in t he St at ement of Financial Posit ion w hen t he Group or Company has a present legal or const ructive obligat ion as a result of a past event , and it is probable t hat an outflow of economic benefit s w ill be required t o set tle t he obligat ion. If t he effect is mat erial, provisions are det ermined by discount ing t he expect ed fut ure cash flow s at a pre– t ax rat e t hat reflect s current market assessment s of t he t ime value of money and, w here appropriat e, t he risks specific to the liabilit y. 2.17 Critical accounting judgements and key sources of estimation uncertainty In t he process of applying t he ent it y’s accounting policies, management makes estim at es and assumpt ions t hat have an effect on t he amount s recognised in t he financial informat ion. Alt hough these est imat es are based on managem ent ’s best know ledge of current event s and actions, actual result s may ult imat ely differ from t hose est imat es. The key assumpt ions concerning t he fut ure, and ot her key sources of est imation uncert aint y at t he balance sheet dat e, t hat have a significant risk of causing a m at erial adjustment t o t he carrying amounts of asset s and liabilit ies w it hin t he next financial period, are t hose relat ing t o t he valuat ion of share based payment s. Capitalisat ion and recoverabilit y of explorat ion cost s (Not e 10): Capit alised explorat ion and evaluation cost s consist of direct cost s, licence paym ent s and fixed salary/ consult ant cost s, capit alised in accordance w it h IFRS 6 "Exploration for and Evaluat ion of M ineral Resources" . The group and company recognises expendit ure as explorat ion and evaluat ion asset s w hen it det ermines t hat t hose asset s w ill be successful in finding specific mineral asset s. Exploration and evaluat ion asset s are init ially measured at cost . Explorat ion and evaluat ion cost s are assessed for indicat ions of im pairment at each reporting dat e. Where ECR M inerals plc | Annual Report 2023 66 NOTES TO THE FINANCIAL STATEM ENTS t he carrying amount of an asset exceeds it s recoverable amount an im pairment is recognised. Any im pairment is recognised directly in profit or loss. Recoverabilit y of invest ment in subsidiaries including int ra group receivables (Not e 9 and 11) The recoverabilit y of invest ment s in subsidiaries, including int ra group receivables, is direct ly linked t o t he recoverabilit y of t he exploration asset s in t hose ent it ies, w hich is subject t o t he same est imat es and judgem ent s as explained above. 3. OPERATING LOSS The operating loss is stat ed aft er charging: Depreciat ion of property, plant and equipment remunerat ion – fees payable Operating lease expenses Audit ors’ t he Company’s audit or for t he audit of t he parent company and consolidat ed financial stat ement s Audit ors’ remunerat ion – fees payable t he Company’s audit or for non-audit of t he parent company and consolidat ed financial stat ement s t o t o 4. EARNINGS PER SHARE Basic and Dilut ed Year ended 30 Sept ember 2023 £ Year ended 30 September 2022 £ 131,541 46,004 40,000 104,165 44,843 32,000 3,978 3,456 Year ended 30 Sept ember 2023 Year ended 30 Sept ember 2022 Weight ed number of shares in issue during t he year 1,150,924,615 1,039,370,796 Loss from continuing operat ions at tribut able to ow ners of t he parent £ £ (1,772,670) (2,614,873) Basic earnings per share has been calculat ed by dividing t he loss at tribut able t o equit y holders of t he company aft er t axat ion by t he w eight ed average number of shares in issue during t he year. There is no difference bet w een t he basic and dilut ed earnings per share as t he effect on t he exercise of options and w arrant s w ould be t o decrease t he earnings per share. Det ails of share options and w arrant s t hat could pot ent ially dilut e earnings per share in fut ure periods is set out in Note 13. ECR M inerals plc | Annual Report 2023 67 NOTES TO THE FINANCIAL STATEM ENTS 5. INCOM E TAX The relat ionship bet w een t he expect ed t ax expense based on t he corporation tax rat e of 25% for t he year ended 30 Sept ember 2023 (2022: 19%) and t he t ax expense actually recognised in t he income stat ement can be reconciled as follow s: Group loss for t he year Loss on activit ies at effective rat e of corporat ion t ax of 25% (2022: 19%) Expenses not deductible for t ax purposes Loss on disposal of subsidiary not deduct ible for t ax purposes Income not t axable Depreciat ion in excess of capit al allow ances Loss carried forw ard on w hich no deferred t ax asset is recognised Year ended 30 Sept ember 2023 £ (1,772,670) Year ended 30 Septem ber 2022 £ (2,614,873) (443,167) (496,826) 14,424 - 11,253 131,541 285,948 11,540 - 4,363 104,165 376,758 The Company has unused t ax losses of approximat ely £8,386,000 (2022 £8,100,000) t o carry forw ard and set against fut ure profit s; and t he Company has capit al losses of £197,000 t o carry forw ard and set against fut ure capit al gains of t he Company. The relat ed deferred t ax asset has not been recognised in respect of t hese losses as t here is no certaint y in regard t o t he level and tim ing of fut ure profit s. 6. STAFF NUM BERS AND COSTS Group and Company Direct ors Administ rat ion Tot al The aggregat e payroll costs of persons w ere as follow s: t hese St aff w ages and salaries Direct ors’ cash based emolument s Social securit y costs Pension cont ributions Year ended 30 Sept ember 2023 Number 5 3 8 £ 109,281 203,294 10,209 4,877 327,661 Year ended 30 Sept ember 2022 Number 4 3 7 £ 140,167 198,739 24,544 1,456 364,906 ECR M inerals plc | Annual Report 2023 68 NOTES TO THE FINANCIAL STATEM ENTS The remunerat ion of t he direct ors, w ho are t he key managem ent personnel of t he Group, in aggregat e for each of t he categories specified in IAS 24 ‘Relat ed Part y Disclosures’ w as as follow s: Directors’ cash based emolument s Pension cont ribut ions £ 203,294 - 203,294 £ 198,739 1,456 200,195 Directors’ remuneration As required by AIM Rule 19, det ails of remunerat ion earned in respect of t he financial year ended 30 Sept ember 2023 by each Director are set out below : Director W Tang N Tulloch A Jones T Davenport A Scott Paid £ 40,000 - 25,000 30,000 30,000 125,000 Year ended 30 Sept ember 2022: Director C Brow n W Tang A Jones T Davenport A Scott Paid £ 17,727 48,000 30,000 36,000 27,000 158,727 Salary Accrued £ 8,000 500 5,000 6,000 6,000 25,000 Salary Accrued £ - - - - - - Consult ing fees Total Paid £ 1,150 - 51,644 - - 52,794 Accrued £ - - - - - - £ 49,150 500 81,644 36,000 36,000 203,294 Consult ing fees Tot al Paid £ - 28,300 80,808 6,400 7,000 122,508 Accrued £ - 400 - - - 400 £ 17,727 76,700 110,808 42,400 34,000 281,635 The highest paid Direct or received remunerat ion of £81,644 (2022: £110,808), excluding share–based payment s. 7. FINANCE INCOM E Finance income Int erest on cash and cash equivalent s Year ended 30 Sept ember 2023 £ 3,111 3,111 Year ended 30 Sept ember 2022 £ 651 651 ECR M inerals plc | Annual Report 2023 69 NOTES TO THE FINANCIAL STATEM ENTS 8. TANGIBLE FIXED ASSETS Group Cost At 1 October 2022 Addit ions Disposal FX Rate Differences At 30 Sept ember 2023 Depreciat ion At 1 October 2022 Depreciat ion for t he year Disposal FX Rate Differences At 30 Sept ember 2023 Net book value At 1 October 2022 At 30 Sept ember 2023 Furnit ure & fit t ings Office Equipment M achinery & equipment Land & Building Total £ 3,681 759 - £ 41,239 4,651 £ £ £ 553,723 162,537 766,220 1,364,863 - 167,947 - (273,707) (461,130) (734,837) (50,246) (27,270) (77,516) 4,440 45,890 392,307 277,821 720,457 3,158 251 25,071 7,802 148,443 123,512 - - - - (158,253) (19,124) 3,409 32,873 116,526 - - - - - 176,672 131,565 (136,304) (19,124) 152,808 523 1,031 16,168 13,017 405,281 766,220 1,188,192 275,781 277,821 567,649 Company Furnit ure & fit t ings Office Equipment M achinery & equipment Land and Building Cost At 1 October 2022 Addit ions At 30 Sept ember 2023 Depreciat ion At 1 October 2022 Depreciat ion for t he year At 30 Sept ember 2023 Net book value At 1 October 2022 At 30 Sept ember 2023 £ 1,589 759 2,348 £ 29,778 4,651 34,429 1,066 251 22,453 5,710 £ 6,824 - 6,824 6,824 - 1,317 28,163 6,824 523 1,031 7,325 6,266 - - £ - - - - - - - - Total £ 38,191 5,410 43,601 30,343 5,961 36,304 7,848 7,297 The Group and t he Company’s propert y, plant and equipment are free from any mortgage or charge. The comparable t able for 2022 is det ailed below . ECR M inerals plc | Annual Report 2023 70 NOTES TO THE FINANCIAL STATEM ENTS Group Cost At 1 October 2021 Addit ions Disposal At 30 Sept ember 2022 Depreciat ion At 1 October 2021 Depreciat ion for t he year At 30 Sept ember 2022 Net book value At 1 October 2021 At 30 Sept ember 2022 Furnit ure & fit t ings Office Equipment M achinery & equipment Land and Building Total £ 2,982 699 - £ 37,240 3,999 £ £ £ 513,136 822,705 1,376,063 85,623 90,321 - (45,036) (56,485) (101,521) 3,681 41,239 553,723 766,220 1,364,863 2,982 17,415 52,110 176 7,656 96,333 3,158 25,071 148,443 - - - 72,507 104,165 176,672 - 523 19,825 16,168 461,027 405,281 822,705 1,303,557 766,220 1,188,192 Company Furnit ure & fit t ings Office Equipment M achinery & equipment £ 51,860 - £ 890 699 - £ 27,936 1,842 - (45,036) 1,589 29,778 6,824 890 176 17,040 5,413 4,424 2,400 1,066 22,453 6,824 - 523 10,896 7,325 47,436 - Land and Building Total £ - - - - - - - - - £ 80,686 2,541 (45,036) 38,191 22,354 7,989 30,343 58,493 7,848 Cost At 1 Oct ober 2021 Addit ions Disposal At 30 Sept em ber 2022 Depreciation At 1 Oct ober 2021 Depreciat ion t he year for At 30 Sept em ber 2022 Net book value At 1 Oct ober 2021 At 30 Sept em ber 2022 ECR M inerals plc | Annual Report 2023 71 NOTES TO THE FINANCIAL STATEM ENTS 9. INVESTM ENTS Cost as at 1 Oct ober 2022 Impairment Balance at 30 September 2023 The comparable t able for 2022 is det ailed below : Cost as at 1 Oct ober 2021 Addit ions Disposal Balance at 30 September 2022 Invest ment in subsidiaries £ 22,543 (22,542) 1 Invest ment in subsidiaries £ 272 22,543 (272) 22,543 Investment in subsidiaries At 30 Sept ember 2023, t he Company had int erests in t he follow ing subsidiary undert akings: Subsidiaries: M ercat or Gold Aust ralia Pty Ltd Warm Springs Renew able Energy Corporation Copper Flat Corporation Lux Explorat ion Pt y Lt d Corderilla Tiger Int ernational Resources Inc.* Principal count ry of incorporat ion Principal activit y Aust ralia USA M ineral Exploration Dormant USA Aust ralia Philippines Dormant M ineral Exploration M ineral Exploration Descript ion and effective count ry of operat ion Aust ralia USA USA Aust ralia Philippines Proport ion of shares held 100% 90% 100% 100% 90% * As explained in Note 10, Corderilla Tiger Int ernat ional Resources Inc. has been deconsolidat ed from t he Group accounts wit h effect from 19 June 2023. Regist ered office addresses of t he subsidiaries are as follow s: M ercat or Gold Aust ralia Pt y Ltd Warm Springs Renewable Energy Corporation Copper Flat Corporation (formerly New M exico Copper Corporat ion) Lux Explorat ion Pt y Lt d 58 Gipps Street , Collingw ood Victoria, 3066, Aust ralia 315 Paseo de Peralt a, Santa Fe, NM 87501, USA 315 Paseo de Peralt a, Santa Fe, NM 87501, USA 58 Gipps Street , Collingw ood Victoria, 3066, Aust ralia ECR M inerals plc | Annual Report 2023 72 NOTES TO THE FINANCIAL STATEM ENTS Cordillera Tiger Int ernational Resources Inc. RM 2 4/ F D Rest aurant Bldg. Dangw a Terminal Baguio Financial assets at fair value through profit or loss Quoted invest ment s At 1 October Addit ions Fair value movements At 30 Sept ember 2023 £ 45,084 - (34,694) 10,390 2022 £ 31,461 10,000 3,623 45,084 The financial asset at 30 Sept ember 2023 and 2022 comprises shares in Tiger Int ernational Resources, Inc. and Unicorn M ineral Resources w hich are held at fair value t hrough profit or loss in accordance w it h IFRS 9 Financial Inst rument s. 10. INTANGIBLE ASSETS – exploration and development costs At 1 October Addit ions Impairment FX Rate Difference At 30 Sept ember 2023 £ 3,760,919 979,251 - (319,573) 4,420,597 Group 2022 £ 3,321,481 1,993,719 (1,554,281) - 3,760,919 2023 £ 147,985 199,999 - - 347,984 Com pany 2022 £ 1,410,144 292,123 (1,554,281) - 147,985 A summary of explorat ion and development cost s of t he Group is presented below : Cent ral Vict orian Gold Project s, Aust ralia Queensland Gold Projects, Aust ralia At 30 Sept ember 2023 £ 4,032,544 388,053 4,420,597 2022 £ 3,760,919 - 3,760,919 Danglay Gold Project, Philippines As at 30 Sept ember 2023, t he Group reassessed it s involvement in t he Philippines in accordance w it h IFRS 10’s definit ion and guidance on cont rol. As a result of t he officers and direct ors of Cordillera Tiger not act ing in accordance w it h the Group’s inst ruct ions during t he period, t he Group has concluded it has no significant influence and no out right cont rol in making it s judgement in respect of it s Philippines asset s. M anagement have considered t he Group’s vot ing right s, t he relat ive size and dispersion of t he vot ing right s held by other shareholders and t hose shareholders. Recent experience demonst rat es t hat a sufficient number of t he sm aller shareholders, w ho are also directors of t he Philippines company, have operated in such a w ay t hat has prevent ed t he Group from having t he practical abilit y to direct and gain access t o financial and other informat ion t hat is pert inent to running t hat company. inact ivit y by t he recent Wit h effect from 19 June 2024 the Board has considered t hat t he Group ceased to be able t o exercise cont rol over CTGRI and t herefore it has derecognised the assets and liabilit ies of t he ECR M inerals plc | Annual Report 2023 73 NOTES TO THE FINANCIAL STATEM ENTS subsidiary at t heir carrying amounts. Subsequent t o t hat dat e, t he Group has accounted for all amount s previously recognised in ot her comprehensive income in relat ion t o CTGRI as if t he Group had direct ly disposed of t he relat ed asset s or liabilit ies. The consequences of losing cont rol of CTGRI is insignificant as Group is mainly focussed on it s main operations in Aust ralia. Furthermore, t he Group believes it has no furt her or ongoing liabilit ies in respect of CTGRI as it has no cont ract ual arrangement s t hat require t he Group t o provide financial support or assist CTGRI w it h ot her sources of funding. Consequent ly, t here is no potent ial exposure t o any furt her loss. 11. TRADE AND OTHER RECEIVABLES Non-current assets Amount ow ed by a subsidiary Current assets Amount ow ed by a subsidiary Other receivables Prepayment s and accrued income 12. CASH AND CASH EQUIVALENTS Cash and cash equivalents and cash Cash consisted of the following: Deposit s at banks equivalents Group Company 2023 £ - - 43,145 42,238 85,383 2022 £ - - 99,365 48,678 148,043 2023 £ 2022 £ 4,005,390 5,792,859 1,085,560 18,713 38,072 938,073 50,933 48,563 1,142,345 1,037,568 Group 2023 £ 2022 £ Company 2023 £ 2022 £ 82,462 82,462 842,889 842,889 6,587 6,587 233,106 233,106 13. SHARE CAPITAL AND SHARE PREM IUM ACCOUNTS The share capit al of t he Company consist s of t hree classes of shares: ordinary shares of 0.001p each w hich have equal right s t o receive dividends or capit al repayment s and each of w hich represent s one vot e at shareholder meet ings; and t w o classes of deferred shares, one of 9.9p each and t he ot her of 0.099p each, w hich have limit ed right s as laid out in t he Company’s art icles. In part icular deferred shares carry no right t o dividends or t o at tend or vot e at shareholder meet ings and deferred share capit al is only repayable aft er t he nominal value of the ordinary share capit al has been repaid. ECR M inerals plc | Annual Report 2023 74 NOTES TO THE FINANCIAL STATEM ENTS a) Changes in issued share capit al and share premium Number of shares 1,064,464,551 135,185,790 - 8,325,674 Ordinary shares £ 10,644 1,352 - 83 Deferred Deferred ‘B’ 0.099p shares £ 9.9p shares £ Deferred 0.199p shares £ 7,194,816 - 3,828,359 - 257,161 - - - - - - - Tot al shares £ Share premium £ Tot al £ 11,290,980 53,057,125 64,348,105 1,133,707 (42,000) 48,000 1,132,355 (42,000) 47,917 - 83 1,352 1,207,976,015 12,079 7,194,816 3,828,359 257,161 11,292,415 54,195,397 65,487,812 At 1 Oct ober 2022 Issue of shares less cost s Shares issued in payment of credit ors Balance at 30 September 2023 All t he shares issued are fully paid up and none of t he Company’s shares are held by any of it s subsidiaries. b) Pot ential issue of ordinary shares Share opt ions The number and w eight ed average exercise prices of share opt ions valid at the year–end are as follow s: Weight ed average exercise price 2023 £ 0.023 Num ber of opt ions 2023 60,276,984 Weight ed average exercise price 2022 £ 0.0113 0.020 - 0.01125 0.022 57,000,000 - (1,200,000) 116,076,984 0.027 - 0.0175 0.023 Number of opt ions 2022 17,035,127 45,000,000 - (1,758,143) 60,276,984 Exercisable at t he beginning of t he year Granted during t he year Exercised during the year Expired during t he year Exercisable at t he end of t he year The opt ions out st anding at 30 September 2023 have a w eight ed average remaining contract ual life of 3 year and 2 mont hs (2022: four year and t hree mont hs). Subsequent t o t he year end, the Company cancelled 54,000,000 share opt ions. The options out st anding at t he end of t he year have t he follow ing expiry dat e and exercise prices: Date granted Expiry Date Exercise Price No. of Options 27 February 2017 28 Oct ober 2024 30 July 2018 23 January 2022 23 January 2022 16 April 2023 28 Oct ober 2024 22 January 2027 22 January 2027 15 April 2028 £0.01725 £0.01125 £0.022 £0.044 £0.011 ECR M inerals plc | Annual Report 2023 4,076,984 10,000,000 35,000,000 10,000,000 19,000,000 75 NOTES TO THE FINANCIAL STATEM ENTS 16 April 2023 16 April 2023 15 April 2028 15 April 2028 £0.022 £0.033 19,000,000 19,000,000 Share-based payments There w ere no options exercised during t he year. Share w arrants Exercisable at t he beginning of t he year Exercised during the year Weight ed average exercise price 2023 0.0375 Number of w arrant s exercised price 2023 49,999,999 Weight ed average exercise price 2022 0.02878 Number of w arrant s exercised price 2022 159,940,371 - - 0.01 (47,906,000) Expired during t he year (0.0375) (49,999,999) 0.0205 (62,034,372) Granted during t he year Exercisable at t he end of t he year 0.015 0.015 99,999,986 99,999,986 - - 0.0375 49,999,999 There w ere no w arrant s out st anding at t he end of the year. 14. TRADE AND OTHER PAYABLES Trade payables Social securit y and employee taxes Other credit ors and accruals 2023 £ 62,902 16,637 Group 2022 £ 149,938 16,489 2023 £ 35,183 2,432 Company 2022 £ 109,098 2,226 74,562 40,257 63,427 24,601 156,101 206,684 101,042 135,925 Trade payables and accruals principally comprise amount s out st anding for t rade purchases and cont inuing cost s. The Direct ors consider t hat t he carrying amount of t rade and ot her payables approxim at es t o t heir fair value. See also Not e 18. 15. CAPITAL M ANAGEM ENT The Group’s object ive w hen managing capit al is t o safeguard t he ent it y’s abilit y t o cont inue as a going concern and develop it s mineral explorat ion and development and ot her activities t o provide returns for shareholders and benefit s for ot her stakeholders. The Group’s capit al st ruct ure comprises all the components of equit y (all share capit al, share premium, ret ained earnings w hen earned and ot her reserves). When considering t he fut ure capit al requirement s of t he Group and t he pot ential to fund specific project development via debt , t he Directors consider t he risk characterist ics of t he underlying asset s in assessing t he optim al capit al struct ure. ECR M inerals plc | Annual Report 2023 76 NOTES TO THE FINANCIAL STATEM ENTS 16. RELATED PARTY TRANSACTIONS Amount s ow ed to Direct ors 2023 £ 25,000 Group 2022 £ 400 2023 £ 25,000 Company 2022 £ 479 Det ails of Direct ors’ emolument s are disclosed in Not e 6. The amounts ow ed t o Direct ors relat e to accrued emolument s, consult ing fees and expenses due. During t he year t he Company provided addit ional advances of £188,149 under a loan t o M ercat or Gold Aust ralia Pt y Lt d and charged expenses and management fees of £147,487. The balance ow ed to the Company is show n in Note 11. The Company and t he Group have no ult imat e cont rolling part y. 17. COM M ITM ENTS AND CONTINGENCIES Capital expendit ure commit ment As at 30 Sept ember 2023, t he Group has a commit ment expendit ure of A$650,000 for t he first t hree years across t he t hree licence areas in t he Lolw orth Range, Queensland and a commit ment expendit ure of A$314,000 for it s three tenement s in Vict oria. Contingencies The Group ent ered int o no agreem ent s during t he year ended 30 Sept ember 2023 w hich w ould result in disclosure of contingent asset s or liabilit ies. Leases The Company has no operat ing leases. ECR M inerals plc | Annual Report 2023 77 NOTES TO THE FINANCIAL STATEM ENTS 18. FINANCIAL INSTRUM ENTS Group Financial asset s (amort ised cost ) Trade and ot her receivables (excluding prepayment s) Cash and cash equivalent s Financial asset s (fair value t hrough profit or loss) Equit y investment s Financial liabilit ies (amort ised cost ) Trade and ot her payables Company Financial asset s (amort ised cost ) Trade and ot her receivables (excluding prepayment s) Cash and cash equivalent s Long-t erm borrow ings, int ra-group Financial asset s (fair value t hrough profit or loss) Equit y investment s Financial liabilit ies (amort ised cost ) Trade and ot her payables 2023 £ 43,145 82,462 125,607 10,390 10,390 2022 £ 99,072 842,889 941,961 45,084 45,084 154,101 154,101 206,684 206,684 2023 £ 2022 £ 1,027,781 6,589 4,005,390 5,039,760 989,006 233,106 5,792,859 7,014,971 10,390 10,390 45,084 45,084 101,042 101,042 135,925 135,925 Risk management objectives and policies The Group’s principal financial asset s comprise cash and cash equivalent s, t rade and ot her receivables, invest ment s and prepayment s. The Group’s liabilit ies comprise t rade payables, other payables including taxes and social securit y, and accrued expenses. The Board det ermines as required t he degree t o w hich it is appropriat e t o use financial inst rument s, commodit y contracts or other hedging cont ract s t o mit igat e financial risks. Credit risk The Group’s cash and cash equivalent s are held w it h major financial inst it utions. The Group monit ors credit risk by review ing t he credit qualit y of t he financial inst it ut ions t hat hold t he cash and cash equivalent s and rest rict ed cash. The fair value of cash and cash equivalent s at 30 Sept ember 2023 and 30 Sept ember 2022 did not diff er mat erially from t heir carrying value. M anagement believes t hat t he Group’s exposure to credit risk is manageable. The Com pany manages it s current VAT receivables by submit t ing VAT ret urns on a quart erly basis. This allow s the Company to receive t he VAT in a t imely mat ter w hile any amounts that ECR M inerals plc | Annual Report 2023 78 NOTES TO THE FINANCIAL STATEM ENTS may come under scrut iny. M anagement has no formal credit policy in place for cust omers and t he exposure t o credit risk is approved and monit ored on an ongoing basis individually for all significant customers. The maximum exposure t o credit risk is represent ed by t he carrying amount of each financial asset in t he st atement of financial posit ion. The Group does not require collat eral in respect of financial asset s. M arket risk The Group’s financial inst rument s pot ent ially affected by market risk include bank deposit s, and t rade payables. An analysis is required by IFRS 7, int ended t o illust rat e t he sensit ivit y of t he Group’s financial inst rument s (as at period end) t o changes in market variables, being exchange rat es and int erest rat es. The Group’s exposure t o market risk is not considered t o be material. Int erest rat e risk The Group has no mat erial exposure t o int erest rat e risk. Since t he int erest accruing on bank deposit s w as relat ively immat erial there is no mat erial sensit ivit y to changes in int erest rates. Foreign currency risk The Group is exposed t o foreign currency risk in so far as some dealings wit h overseas subsidiary undertakings are in foreign currencies. Bank account s are held in Great Brit ish Pounds (“ GBP), Aust ralian Dollars (“ AUD” ) and Unit ed St ates of American Dollars (“ USD” ). The Company has payables t hat originat e in GBP, AUD, USD and Philippines Peso (“ PHP” ). As such t he Company is affected by changes in t he GBP exchange rat e compared t o t he follow ing currencies; AUD, and PHP. As at 30 September 2023 Cash and cash equivalent s Account s receivable Accounts payable Net foreign exchange exposure Translat ion t o GBP GBP equivalent As at 30 September 2022 Cash and cash equivalent s Account s receivable Accounts payable Net foreign exchange exposure Translat ion t o GBP GBP equivalent GBP 6,589 1,065,853 (101,043) 971,400 1 971,400 AUD 143,933 65,348 (135,171) 344,451 0.5271 181,560 PHP 129,771 1,000 (315,800) 446,571 0.0144 6,431 GBP AUD PHP 233,106 1,037,568 (135,923) 1,134,751 1 1,134,751 1,033,117 77,251 (114,461) 995,907 0.5783 575,933 44,789 - (220,200) 175,411 0.0153 2,684 Fair value of financial inst rument s The fair values of t he Company’s financial inst rument s at 30 Sept ember 2023 and 30 Sept ember 2022 did not differ materially from t heir carrying values. The Group measures fair values using t he follow ing fair value hierarchy t hat reflect s t he significance of the inputs used in making t he measurement s: (cid:127) (cid:127) Level 1: quot ed prices (unadjusted) in act ive market s for ident ical assets or liabilit ies; Level 2: valuat ion t echniques based on observable input s eit her direct ly (i.e. as prices) or indirectly (i.e. derived from prices); ECR M inerals plc | Annual Report 2023 79 NOTES TO THE FINANCIAL STATEM ENTS (cid:127) Level 3: valuat ion t echniques t hat include input s for t he asset or liabilit y t hat are not based on observable market data (unobservable input s). The follow ing t able provides an analysis of financial inst rument s t hat are measured subsequent t o init ial recognit ion at fair value, by t he level in t he fair value hierarchy int o w hich t he measurement is cat egorised. Group and Company 30 September 2023 Financial asset s at fair value t hrough profit or loss Group and Company 30 September 2022 Financial asset s at fair value t hrough profit or loss Level 1 £ 10,390 10,390 Level 1 £ 45,084 45,084 Level 2 Level 3 £ £ – – – – Level 2 Level 3 £ £ – – – – Tot al £ 10,390 10,390 Tot al £ 45,084 45,084 Liquidity risk The Group finances it s operat ions primarily t hrough t he issue of equit y share capit al and debt in order t o ensure sufficient cash resources are maint ained to meet short–t erm liabilit ies and fut ure project development requirements. M anagement monit ors availabilit y of funds in relat ion t o forecast expendit ures in order t o ensure t imely fundraising. Funds are raised in discret e t ranches t o finance act ivit ies for limit ed periods. Funds surplus to immediat e requirement s may be placed in liquid, low risk invest ment s. The Group’s abilit y t o raise finance is subject t o market perceptions of t he success of it s project s undert aken during t he year and subsequently. Due t o t he uncert ain st ate of financial market s, t here can be no certaint y t hat fut ure funding w ill cont inue t o be available. The t able below set s out t he mat urity profile of financial liabilit ies as at 30 September 2023. Due in less t han 1 mont h Due bet ween 1 and 3 mont hs Due bet ween 3 mont hs and 1 year Due aft er 1 year 19. SEGEM ENTAL REPORTING 2023 £ 156,074 – – – 156,074 2022 £ 206,684 – – – 206,684 The Group is engaged in mineral explorat ion and development and is considered to have one business segment. The Chief Operating Decision M aker is considered t o be t he Board of Directors, w ho segm ent explorat ion activit ies by geographical region in order t o evaluat e performance individually. The segment al breakdow n of explorat ion asset s is show n in Not e 10. As disclosed in t he Not e 10, t he explorat ion activit ies in t he Philippines have been im paired in full and all remaining mineral explorat ion asset s are in Aust ralia. ECR M inerals plc | Annual Report 2023 80 NOTES TO THE FINANCIAL STATEM ENTS M anagement informat ion in respect of profit or loss expendit ures is not segmented but is considered at Group level. 20. CASH USED IN OPERATIONS Year ended 30 Sept ember 2023 £ Group Year ended 30 Sept ember 2022 £ Year ended 30 Sept ember 2023 £ Company Year ended 30 Sept ember 2022 £ Not e Operating activities Loss for t he year before t ax Adjust ment s: Depreciat ion expense property, plant and equipment Share based payment s Loss/ (gain) on disposal of fixed asset s Loss/ (gain) on financial asset s at fair value Impairment of int angible asset s Im pairment of subsidiary Disposal of invent ory Int erest income Profit and loss on disposal Decrease/ (Increase) in accounts receivable (Decrease)/ Increase in accounts payable Net cash used in operations (1,772,670) (2,614,873) (3,104,695) (2,251,490) 131,541 104,165 5,961 7,989 156,380 219,923 - - 156,380 - - - 34,694 (3,623) 34,694 (3,623) - - - (3,112) - 62,660 1,576,822 - 5,081 (651) 12,887 (1,896) 22,542 1,998,399 - (1,106) - (28,285) 1,576,822 - (265) 2,086 (159,471) (12,968) 3,954 46,829 94,726 (1,183,552) (918,135) (869,281) (733,226) 21. EVENTS AFTER THE REPORTING DATE Subsequent t o t he year end, on 10 Oct ober 2023, t he Company issued 338,249,985 new ordinary shares pursuant t o a subscript ion w hich raised £580,000. This included shares issued t o advisers in lieu of expenses. On 20 Oct ober 2023, t he Company det ermined not t o proceed w it h t he proposed Hurricane acquisit ion and short ly ahead of t hat applied for EPM 28910 at Kondaparinga. This area is sit uat ed close t o t he original geological feat ures t hat first bought Hurricane t o t he at tent ion of our board and field t eam. Significant ly, it is also t w ice t he size of Hurricane. The Company’s invest ment in the project w as accordingly impaired at 30 Sept ember 2023. Also on 20 Oct ober 2023, t he Company cancelled share options over 54,000,000 ordinary shares. On 1 December 2023, t he Company issued 22,857,142 new ordinary shares t o certain Directors w ho opt ed t o t ake shares in lieu of salaries. ECR M inerals plc | Annual Report 2023 81 NOTES TO THE FINANCIAL STATEM ENTS On 12 December 2023, t he Company confirmed t hat access t o t he relevant sit es has been grant ed and accordingly reverse circulat ion ("RC" ) drilling programme has commenced at t he Cresw ick gold project in central Vict oria, Aust ralia w ith Drilling is underw ay at Kuboid Hill and Davey Road prospect s. On 14 December 2023, t he Company issued 25,714,284 new ordinary shares t o it s M anaging Director mem bers of it s board and Chief Operating Officer as part of t heir remunerat ion and a furt her 2,585,092 new ordinary shares in lieu of £6,000 of fees ow ed t o an adviser. On 18 December 2023, t he Company announced t hat it had agreed t o effect t he sale of t w o under-utilised non-core asset s, a drilling rig and an excavat or, for a t ot al considerat ion is A$420,000. first payment On 15 January 2024, of A$53,000 (excluding GST) relat ing t o t he hire purchase sale agreement wit h a mining operations company for it s Coret ech Drilling Rig. t he Company confirmed receipt of t he On 23 January 2024, t he Company announced Technical Direct or Adam Jones st epped dow n from t he board of direct ors w it h im mediat e effect but w ill cont inue in his role w it h ECR as chief geologist and technical direct or of explorat ion. On 15 February 2024, t he Company announced t hat David Tang has st epped dow n as Chairman of t he Company and Nick Tulloch has been appointed Chairman in his place, in addit ion t o his role as Executive Direct or of t he Company. David Tang has remained on t he board as a non-execut ive direct or. On 14 M arch 2024, t he Company issued 19,396,550 new ordinary shares t o members of it s board and managem ent t eam as part of t heir remunerat ion and a furt her 2,307,692 new ordinary shares in lieu of £6,000 of fees ow ed t o an adviser. Also on 14 M arch 2024, t he Company announced t hat it has successfully raised, subject only t o admission (w hich is expected t o be on 8 April 2024), £585,000 before expenses through t he placing of 195,000,000 new ordinary shares at a price of 0.30 pence per new ordinary share. ECR M inerals plc | Annual Report 2023 82 NOTICE OF ANNUAL GENERAL M EETING The Annual General M eeting of ECR M inerals plc (the “Company”) will be held at 11.00 am on 23 April 2024 at Office T3, Hurlingham Studios, Ranelagh Gardens, London SW 6 3PA. THIS DOCUM ENT IS IM PORTANT AND REQUIRES YOUR IM M EDIATE ATTENTION. If you are in any doubt as t o t he action you should t ake, you are recomm ended t o seek your ow n from your financial advice st ockbroker, bank manager, solicit or, accountant or ot her independent adviser aut horised under t he Financial Services and M arket s Act 2000 if you are resident in t he UK or, if you reside elsew here, another appropriat ely authorised financial adviser. If you have recently sold or t ransferred all of your shares in ECR M inerals plc please send t his notice and t he accompanying document s as soon as possible t o t he purchaser or t ransferee or t o t he person w ho arranged t he sale or t ransfer, so t hey can pass t hese document s t o t he person who now holds t he shares. Not ice is given t hat t he Annual General M eet ing of t he Company w ill be held at Office T3, Hurlingham St udios, Ranelagh Gardens, London SW6 3PA at 11.00 am on 23 April 2024. You w ill be asked t o consider and vot e on resolut ions below. Resolut ions 1 t o 10 (inclusive) w ill be proposed as ordinary resolut ions and resolut ions 11 and 12 (inclusive) as special resolut ions. t he Ordinary Resolutions 1. 2. To receive t he Company’s annual account s for t he financial year ended 30 Sept ember 2023 t oget her w it h the direct ors’ reports and audit or’s report on t hose account s. t he approve To direct ors’ remunerat ion report (excluding t he direct ors’ remunerat ion policy, set out in t he direct ors’ remunerat ion report), as set out in t he Company’s annual report and account s for t he financial year ended 30 Sept ember 2023. t he approve To direct ors’ remunerat ion policy, as set out in t he direct ors’ remunerat ion report, as set out in t he Company’s annual report and account s for t he financial year ended 30 Sept ember 2023. To re-elect Nicholas George Selby Tulloch as a Direct or of t he Company. To re-elect Weili (David) Tang as a Director of t he Company. re-elect Dr Trevor George t he To Davenport as a Direct or of Company. To re-elect Andrew Scot t as a Direct or of t he Company. To re-appoint PKF Lit tlejohn LLP as t he Company’s independent audit ors t o hold office from the conclusion of t his meet ing until t he conclusion of t he next Annual General M eeting at w hich account s are laid before t he Company. To aut horise t he direct ors of t he t he Company remunerat ion of independent audit ors of t he Company. det ermine t he t o 3. 4. 5. 6. 7. 8. 9. 10. That, t he direct ors of t he Company be and are generally and uncondit ionally aut horised pursuant t o section 551 of t he Companies Act 2006 (t he “ Act ” ) t o exercise all pow ers of t he Company t o allot equit y securit ies (as det ermined in section 560(1) of t he Act ) in t he Company and/ or t o grant right s t o subscribe t o convert any securit y int o such shares (“ Allot ment Right s” ), but so t hat t he maxim um amount of equit y securit ies t hat may be allot ted or made t he subject of Allot ment Right s under t his aut horit y for or ECR M inerals plc | Annual Report 2023 83 NOTICE OF ANNUAL GENERAL M EETING of t he passing of are shares w it h an aggregat e nominal value represent ing £9,000 approximat ely 50 per cent. of t he issued share Company’s current capit al, provided t hat t his aut horit y, unless duly renewed, varied or revoked by t he Company, will expire on t he dat e being fift een mont hs from t he dat e of t his resolut ion or, if earlier, t he conclusion of t he next Annual General M eet ing of t he Company t o be held aft er t he passing of t his resolut ion, save t hat t he Company may, before such expiry, make offers or agreem ent s w hich w ould or might require shares t o be allot ted or Allot ment Rights t o be grant ed aft er such expiry and, t he direct ors may allot shares and grant Allot ment Right s in pursuance of such an agreement notw it hst anding t hat t he aut horit y resolut ion has t his conferred by expired. offer or Special Resolutions 11. That , condit ional on t he passing of resolut ion 6, t he direct ors be and t hey are hereby empow ered pursuant t o section 570 of t he Act t o allot equit y securit ies (wit hin t he meaning of section 560 of t he Act ) for cash, pursuant t o t he aut horit y conferred by resolut ion 7 or by w ay of a sale of t reasury shares as if sect ion 561(1) of t he Act did not apply t o any such allot ment or sale, provided t hat t his pow er shall be limit ed t o: a. t he allot ment of equit y securit ies in connect ion wit h an offer by way of a right s issue, open offer or other offer: i. in proport ion t o t he holders of ordinary shares (as nearly as may be practicable) t o t heir respective holdings; and b. ii. t o holders of ot her equit y securit ies as required by t he right s of those securit ies or as otherw ise t he consider necessary, directors as arrangement s but subject t o such exclusions or t he other direct ors may deem necessary or expedient in relat ion t o t reasury shares, fractional ent it lement s, record dat es, legal or pract ical problems in or under t he law s of any t errit ory or t he requirement s of any applicable regulat ory body or st ock exchange; (otherw ise t o sub-paragraph t han t he allot ment (a) pursuant above) of equit y securit ies and the sale of t reasury shares up t o an aggregat e nominal amount of represent ing £9,000 approximat ely 50 per cent. of t he Company’s current issued share capit al, provided t hat t he pow er grant ed by t his resolut ion w ill expire on t he dat e being fift een mont hs from t he dat e of t he passing of t his resolut ion or, if earlier, t he conclusion of t he next Annual General M eet ing of t he Company t o be held aft er t he passing of t his resolut ion (unless renew ed, varied or revoked by t he Company prior t o or on such dat e), save t he Com pany may, before such expiry, make offers or agreement s w hich w ould or m ight require equit y securit ies t o be allot ted or t reasury shares t o be sold aft er such expiry and, t he direct ors may equity securit ies or sell t reasury shares in pursuance of such an offer or agreement notw it hst anding t hat t he aut horit y conferred by t his resolut ion has expired. allot t hat 12. That, a general meet ing of t he t han an Annual Com pany, ot her ECR M inerals plc | Annual Report 2023 84 NOTICE OF ANNUAL GENERAL M EETING General M eet ing, may be called on not less t han 14 clear days’ notice, provided t hat t he aut horit y grant ed by t his resolut ion shall expire at t he conclusion of t he next Annual General M eet ing of t he Company. Recommendation The Board believes t hat each of t he resolut ions t o be proposed at t he Annual General M eeting is in t he best int erests of t he Company and it s shareholders as a w hole. t he Directors unanimously recommend t hat ordinary shareholders vot e in favour of all of t he resolut ions proposed, as t he Direct ors int end t o do in respect of t heir ow n beneficial holdings. Accordingly, By order of t he Board Elizabet h Olaleye Company Secret ary Regist ered Office: Office T3, Hurlingham Studios Ranelagh Gardens London SW6 3PA Regist ered Number: SC680788 31 M arch 2024 ECR M inerals plc | Annual Report 2023 85 NOTICE OF ANNUAL GENERAL M EETING Explanatory notes to the proposed resolutions Resolut ions 1 to 10 (inclusive) are proposed as ordinary resolut ions, w hich means that for each of t hose resolut ions t o be passed, more than half t he vot es cast must be cast in favour of the resolution. Resolut ions 11 and 12 (inclusive) are proposed as special resolut ions, w hich means t hat for each of t hose resolut ions to be passed, at least three- quart ers of t he vot es cast must be cast in favour of t he resolut ion. Resolution 1 – Receipt of 2023 Annual Report and Financial Statements The Directors are required t o lay t he Company’s financial stat ements and t he Direct ors’ and audit or’s reports on t hose financial st at ement s (collect ively, t he “ 2023 Annual Report ” ) before shareholders each year at the Annual General M eet ing (“ AGM ” ). Resolution 2 – Approval of Directors’ remuneration report The Directors’ remunerat ion report (t he “ Direct ors’ Remuneration Report” ) is set out on page 40 to 44 of t he 2023 Annual Report and provides det ails of t he remuneration paid t o Direct ors in respect of t he year ended 30 Sept ember 2023, including base salary, t axable benefit s, share-based incent ives, pension-relat ed benefit s and any other it ems in t he nat ure of. The Directors’ Remunerat ion Report is subject t o an annual advisory shareholder vot e by w ay of an ordinary resolut ion. Resolution 2 is to approve t he Direct ors’ Remunerat ion Report . Resolution 3 – Approval of Directors’ remuneration policy The purpose of t his resolut ion is t o seek shareholder approval of t he 2023 Direct ors’ Remunerat ion Policy set out on pages 40 to 41 of the 2023 Annual Report. The 2023 Direct ors’ Remuneration Policy is based on t he follow ing key principles:      t he rat ionale and operation of t he policy should be easy t o underst and and t ransparent ; t here should be a st rong alignment bet ween rew ards and t he int erest s of our st akeholders, including shareholders and employees; t he policy should maint ain a focus on long- t erm performance; t he t ot al compensat ion package should be compet it ive t o ensure w e can ret ain and at t ract t o deliver our st rategic t alent objectives; and t he st ruct ure should meet t he expect ations of invest ors and our regulat ors. The vot e on t he 2023 Directors’ Remunerat ion Policy is by w ay of ordinary resolut ion. It is a binding vot e, meaning t hat, if approved, payment s to Direct ors may only be made if they are wit hin t he boundaries of t he policy. The policy sets out how t he Company proposes to pay t he Directors, including every element of remunerat ion t o w hich a Direct or may be entit led, as w ell as how the policy supports t he Company’s long-t erm st rat egy and performance. It also includes det ails of t he Company’s approach to recruit ment and payment for loss of office. If t he Company w ishes to make changes t o it s remunerat ion policy, it has t o put a new policy to shareholders for approval at a general meet ing. Once approved, the Company w ill only be able to t o current and make remuneration payment s prospect ive Direct ors and payment s for loss of office t o current or past Direct ors w it hin t he boundaries of t he new policy, unless t he payment is approved by a separate shareholder resolut ion. If approved by shareholders, t he policy w ill apply for a three-year term from the conclusion of t he AGM . We w ill keep t he issues on appropriate posit ioning of our execut ive Directors’ t ot al remunerat ion opportunit y under review t hroughout t he durat ion of t he policy. Resolutions 4 to 7 – Re-election of Directors In accordance wit h t he Company’s pract ice, every Direct or w ill st and for re-election at the AGM . The biographies on page 34 t o 35 of the 2023 Annual Report set out t he skills and experience w hich underpin t he cont ribut ion each Direct or brings to t he Board for t he long-t erm sust ainable success of t he Company. Based upon the review undert aken, t he Board has sat isfied it self that each of t he Direct ors is fully able t o discharge their dut ies t o t he Company and t hat t hey each have sufficient capacit y t o meet t heir commit ment s t o t he Company. The t erms of appointment of t he Directors are set out on pages 40 t o 41 of t he 2023 Annual Report . Resolution 8 – Re-appointment of auditor The Company is required t o appoint audit ors at each general meeting at w hich account s are laid before shareholders, t o hold office until the next such meeting. The Audit Commit tee has review ed t he effectiveness, performance, independence and objectivit y of the exist ing ext ernal audit or, PKF Lit t lejohn LLP, on behalf of t he Board, and concluded t hat t he ext ernal audit or w as in all respects re- effective. This t he appoint ment of PKF Lit t lejohn LLP until t he conclusion of t he next AGM . resolut ion proposes Resolution 9 – Authority to agree auditor’s remuneration This resolut ion seeks authorit y t he Audit Committ ee t o det ermine t he level of t he audit or’s remunerat ion. for Resolution 10 – Authority to allot shares ECR M inerals plc | Annual Report 2023 86 NOTICE OF ANNUAL GENERAL M EETING This resolut ion seeks shareholder approval t o grant t he Direct ors the authorit y t o allot shares in t he Company, or to grant right s t o subscribe for or convert any securities int o shares in the Company (“ Right s” ), pursuant to sect ion 551 of the Act (t he “ Sect ion 551 aut horit y” ). The aut horit y cont ained in t he resolut ion w ill be limit ed t o an aggregate nominal amount of £9,000, being 50 per cent . of t he Company’s issued ordinary share capit al as at 27 M arch 2024 (being t he last business day prior t o t he publication of t his not ice). The Company does not hold any shares in t reasury. If approved, t he Sect ion 551 authorit y shall, unless renew ed, revoked or varied by t he Company, expire at the end of t he Company’s next AGM aft er t he resolut ion is passed or, if earlier, at the close of business on 22 July 2025. The except ion to this is t hat the Direct ors may allot shares or grant rights aft er the authorit y has expired in connect ion wit h an offer or agreement made or ent ered int o before t he aut horit y expired. t hat pre-empt ive subject t he Direct ors Resolution 11 – Disapplication of pre-emption rights This resolut ion seeks shareholder approval t o grant t he Direct ors t he power t o allot equit y securit ies (as defined by sect ion 560 of t he Act) or sell t reasury shares of t he Company pursuant t o sections 570 and 573 of t he Act (t he “ Sect ion 570 and 573 power” ) w it hout first offering t hem to exist ing shareholders in proport ion t o their exist ing shareholdings. The pow er is limit ed t o allot ment s for cash in connect ion w it h any offers, t o consider arrangement s appropriat e t o deal w it h fractions and overseas requirement s, and otherwise pursuant t o non pre- emptive offers for cash up t o a maximum nominal value of £9,000, representing approximat ely 50% of t he Company’s issued ordinary share capit al as at 27 M arch 2024 (being t he last business day prior t o t he publication of t his not ice). If approved, t he Sect ion 570 and 573 pow er shall apply unt il t he end of t he Company’s next AGM aft er the resolut ions are passed or, if earlier, unt il t he close of business on 22 July 2025. The except ion t o t his is t hat t he Direct ors may allot equit y securit ies aft er t he pow er has expired in connect ion w it h an offer or agreement made or ent ered int o before t he power expired. Resolution 12 – Notice period for general meetings other than AGM s This resolut ion seeks shareholder approval t o allow t he Company to cont inue to call general meetings (ot her than AGM s) on 14 clear days’ notice. In accordance w it h t he Act, as amended by t he Companies (Shareholders’ Rights) Regulat ions 2009, t he not ice period required for general meet ings of t he Company is 21 clear days unless shareholders approve a short er not ice period (subject t o a minimum period of 14 clear days). In accordance w it h t he Act, the Company must make a means of elect ronic vot ing available t o all shareholders for t hat meet ing in order t o be able to call a general meeting on less than 21 clear days’ notice. The Company int ends t o only use t he short er not ice period w here t his flexibilit y is merit ed by t he purpose of the meet ing and is considered t o be in t he int erest s of shareholders generally, and not as a mat t er of rout ine. AGM s w ill cont inue t o be held on at least 21 clear days’ not ice. The approval will be effective until t he Company’s next AGM , w hen it is int ended t hat a similar resolut ion will be proposed. Explanatory notes as to the proxy, voting and attendance procedures at the Annual General M eeting (“AGM ”) The follow ing not es explain your general rights as a shareholder and your right t o att end and vot e at t his meeting or t o appoint someone else t o vote on your behalf. 1. To be ent it led t o at t end and vot e at t he General M eet ing (and for t he purpose of t he det erminat ion by t he Company of t he number of vot es t hey may cast ), shareholders must be regist ered in the Regist er of M embers of t he Company at close of t rading on 21 April 2024. Changes t o t he Regist er of M embers aft er t he relevant deadline shall be disregarded in det ermining t he right s of any person t o att end and vot e at t he General M eet ing. 2. Shareholders, or t heir proxies, int ending t o at t end t he General M eet ing in person are request ed, if possible, t o arrive at t he General M eet ing venue at least 20 minut es prior t o t he commencement of t he General M eet ing at 11.00 a.m. (UK t ime) on 23 April 2024 so t hat t heir shareholding may be checked against t he Company’s Regist er of M embers and at t endances recorded. 3. Shareholders are entit led to appoint another person as a proxy t o exercise all or part of t heir rights to att end and t o speak and vote on t heir behalf at the General M eet ing. A shareholder may appoint more t han one proxy in relat ion t o t he General M eet ing provided t hat each proxy is appoint ed to exercise t he rights att ached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a shareholder of t he Company. 4. In the case of joint holders, where more t han one of t he joint holders purport s to appoint a proxy, only t he appoint ment submit t ed by t he most senior holder w ill be accepted. Seniorit y is det ermined by t he order in which t he names of t he joint holders appear in t he Company’s ECR M inerals plc | Annual Report 2023 87 NOTICE OF ANNUAL GENERAL M EETING Regist er of M embers in respect of the joint appoint ment service may do so for t he General holding (t he first named being t he most senior). M eet ing (and any adjournment of t he General M eet ing) by using t he procedures described in 5. A vot e w it hheld is not a vot e in law , w hich means t he CREST M anual (available from t hat the vote w ill not be count ed in t he w w w .euroclear.com) CREST Personal M embers calculat ion of vot es for or against t he resolut ion. or ot her CREST sponsored members, and t hose If no vot ing indicat ion is given, your proxy w ill CREST members w ho have appoint ed a service vot e or abst ain from vot ing at his or her provider(s), should refer t o t heir CREST sponsor discret ion. Your proxy will vot e (or abst ain from or vot ing service provider(s), w ho will be able t o vot ing) as he or she t hinks fit in relat ion t o any t ake t he appropriat e action on t heir behalf. ot her mat t er w hich is put before t he General M eet ing. 6. You can vot e eit her: 10. In order for a proxy appoint ment or inst ruct ion made by means of CREST t o be valid, t he appropriat e CREST message (a ‘CREST Proxy Inst ruction’) must be properly aut henticated in (i) by logging on t o accordance wit h Euroclear UK & Int ernational w w w .invest orcent re.co.uk/ eproxy and Limit ed’s specificat ions and must cont ain t he follow ing t he inst ructions; informat ion required for such inst ructions, as described in t he CREST M anual. The message (ii) you may request a hard copy form of proxy must be t ransmit t ed so as t o be received by t he direct ly from t he regist rars, issuer’s agent Comput ershare Invest or Services Computershare Invest or Services PLC, on PLC by 11.00 a.m. on 21 April 2024. For t his 0870 702 0000. Calls are charged at t he purpose, t he t ime of receipt w ill be t aken t o st andard geographical rat e and w ill vary by mean t he t ime (as det ermined by t he t imest amp provider. Calls outside t he Unit ed Kingdom applied t o t he message by t he CREST applicat ion w ill be charged at t he applicable host) from which the issuer’s agent is able t o int ernational rat e. Lines are open bet ween ret rieve t he message by enquiry t o CREST in t he 09:00 – 17:30, M onday t o Friday excluding manner prescribed by CREST. Aft er this time, public holidays in England and Wales; or any change of inst ruct ions t o proxies appointed t hrough CREST should be communicat ed t o t he (iii) in the case of CREST members, by ut ilising appoint ee t hrough ot her means. t he CREST elect ronic proxy appoint ment service in accordance wit h t he procedures 11. CREST members and, w here applicable, t heir set out below . CREST sponsors or vot ing service providers should not e t hat Euroclear UK Int ernational 7. If you ret urn more t han one proxy appoint ment, Limit ed does not make available special eit her by paper or elect ronic communication, procedures in CREST for any particular message. t he appoint ment received last by t he Regist rar Normal syst em t imings and limit ations w ill, before t he latest t ime for t he receipt of proxies t herefore, apply in relation t o t he input of CREST w ill t ake precedence. You are advised t o read Proxy Inst ructions. It is the responsibilit y of t he t he terms and condit ions of use carefully. CREST member concerned t o t ake (or, if t he Elect ronic communicat ion facilit ies are open t o CREST member is a CREST personal member, or all shareholders and those who use t hem w ill not sponsored member, or has appoint ed a vot ing be disadvant aged. service provider(s), t o procure t hat his CREST sponsor or vot ing service provider(s) t ake(s)) 8. The return of a complet ed form of proxy, such act ion as shall be necessary t o ensure t hat elect ronic filing or any CREST Proxy Inst ruct ion a message is t ransmit t ed by means of t he CREST (as described in not e 11 below ) will not prevent syst em by any part icular time. In t his a shareholder from at t ending t he General connect ion, CREST members and, w here M eet ing and voting in person if he/ she w ishes t o applicable, their CREST sponsors or vot ing do so. syst em providers are referred, in part icular, t o t hose sect ions of t he CREST M anual concerning 9. CREST members w ho w ish to appoint a proxy or pract ical limit ations of t he CREST system and proxies through t he CREST elect ronic proxy t imings. The Company may t reat as invalid a ECR M inerals plc | Annual Report 2023 88 NOTICE OF ANNUAL GENERAL M EETING CREST Proxy Inst ruct ion in t he circumst ances set out in Regulation 35(5)(a) of t he Uncertificated 15. Any shareholder at t ending t he General M eet ing Securit ies Regulat ions 2001 (as adopt ed in t he has the right to ask questions. The Company Unit ed Kingdom and amended by t he European must cause t o be answ ered any such quest ion Union (Wit hdrawal) Act 2018). relating to t he business being dealt w it h at t he General M eet ing but no such answer need be 12. Unless ot herwise indicat ed on t he Form of given if: (a) t o do so w ould int erfere unduly wit h Proxy, CREST vot ing or any other elect ronic t he preparat ion for the General M eeting or vot ing channel inst ruct ion, the proxy will vot e as involve t he disclosure of confident ial t hey think fit or, at t heir discret ion, wit hhold informat ion; (b) the answ er has already been from vot ing. given on a w ebsit e in t he form of an answer t o a quest ion; or (c) it is undesirable in t he int erest s 13. Any corporat ion which is a shareholder can of t he Company or the good order of t he General appoint one or more corporate represent at ives M eet ing t hat t he quest ion be answered. w ho may exercise on it s behalf all of it s powers as a shareholder provided that no more t han 16. You may not use any elect ronic address (w it hin one corporat e representat ive exercises powers t he meaning of Sect ion 333(4) of t he Companies in relation t o t he same shares. Act 2006) provided in eit her t his Not ice or any relat ed document s (including t he form of proxy) 14. As at 27 M arch 2024 (being t he lat est practicable t o communicat e w it h t he Company for any business day prior t o the publication of t his purposes ot her t han t hose expressly st at ed. Not ice), the Company’s ordinary issued share capit al consist s of 1,619,086,760 ordinary 17. A copy of t his Not ice, and ot her informat ion shares, carrying one vot e each. Therefore, t he required by Section 311A of t he Companies Act t ot al vot ing right s in t he Company as at 27 2006, can be found on the Company’s websit e at M arch 2024 are 1,619,086,760. www.ecrminerals.com. ECR M inerals plc | Annual Report 2023 89 NOTICE OF ANNUAL GENERAL M EETING ECR M inerals plc | Annual Report 2023 90 

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