The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

13 April 2021

Trident Royalties Plc

("Trident" or the "Company" or the "Group")

Final Results

Trident Royalties Plc (AIM:TRR, FSX:5KV), the growth-focused mining royalty and streaming company, is pleased to announce its audited final results for the year ended 31 December 2020.

The Annual Report for the period ended 31 December 2020 is set out in full below.

Chairman's Statement

It gives me great pleasure to deliver my inaugural Chairman's Statement for Trident Royalties, in its new guise, following its successful evolution from a cash shell to diversified mining royalty company.  Trident is a company which, over the past 12 months, has formulated and executed its new business model and strategy thus enabling investors to capitalise on the new commodities 'supercycle' being forecast by many analysts and commentators.

Our business model has not simply evolved by being in the right place at the right time; its strength lies in careful and considered value-building through the acquisition of royalties and streams to deliver exposure to commodity prices as a percentage of mining turnover, with multiple upside opportunities.

Mining investors often quote the phrase that "everything is either mined or grown".  Whilst simplistic, there is a certain wisdom to this statement as it clearly demonstrates our continued reliance on raw materials for every element of our modern lives.

However, the mining industry, and perhaps more importantly, global demand dynamics, have changed fundamentally in the past 20 years.  This evolution is accelerating, driven by broader recognition across the globe, by policy makers, governmental bodies, and capital markets, that electrification is happening on a scale that was not anticipated even 10 years ago.  Accordingly, it is fuelling a market for key commodities such as lithium, graphite, and cobalt, and also renewing demand for other technology metals including copper and nickel.  This changing dynamic has also had a profound impact on commodities such as iron ore, the price of which soared in 2020, as companies and governments internationally look to recalibrate their infrastructure to support this new age of electrification.

Similarly, precious metals continue to deliver high returns for investors; the gold price was certainly one of the winners in 2020 and despite a retrace in early 2021, we are comfortable in our exposure to quality gold assets and may look to expand our portfolio of gold royalties in the future.

Commodities across the spectrum have been impacted by improved market sentiment, with the likes of Goldman Sachs declaring its expectation for long-term growth and strong commodity prices.  Encouraged by comments such as these, investors have been flocking to FTSE mining giants, some of which have presented new and attractive dividend policies in recent weeks.  However, previous supercycles have also taught us that alongside increasing metal spot prices, operating costs can also surge putting pressure on margins, essentially denying investors the full advantage of positive commodity movements.

With this in mind, a key benefit of the royalties and streaming business model becomes apparent, as royalties provide an alternative way to gain exposure to commodity prices - whilst being largely insulated from the issues associated with direct equity ownership.  These issues, which are often aggravated during commodity bull runs, include operating cost increases, capital cost overruns, equity dilution and misguided M&A as businesses look to expand near term production notwithstanding potential long term value destruction. 

Royalties and streams also provide additional tangible benefits to retail and institutional investors alike, as they are considered high yielding investments ranking senior in the capital structure and often secured and traded at attractive valuation multiples.  Furthermore, the scale and commodity diversity which a royalty and streaming model can offer, inherently enhances value, with the opportunity to receive long term returns whilst retaining the optionality and agility to flex in line with market trends and demand fundamentals.

Portfolio diversification is a key pillar of our growth strategy as we look to broadly mirror the commodity exposure of the global mining sector, while competitors are predominately precious metals focused.  As well as providing a key differential compared to our peers, this portfolio diversification also seeks to lower risk and mitigate revenue volatility.

During the year under review, and in the first months of 2021, we have made significant progress to this end and now have royalties spanning copper, iron ore, gold and most recently, lithium, a key battery metal.  This adds an enormously valuable and strategically important dimension to our business as we ultimately look to establish a balanced, diversified portfolio to represent the exposure of the global mining sector.

Our ability to build this portfolio, over a relatively short space of time, is attributable to the active deal sourcing model that we have developed: acquiring existing assets from natural sellers as well as writing new royalties and streams.  We have a global mandate, targeting royalties in resource-friendly jurisdictions worldwide, while competitors are heavily weighted to the Americas, which has also resonated with investors and generated interest in our business across the equity capital market.

This was most recently demonstrated through the approximately £20.67m fundraising, which was supported by new and existing shareholders, in conjunction with the Thacker Pass Lithium Project royalty acquisition.  This fundraising, together with the equity placing conducted in May 2020 in conjunction with our admission on AIM, provided Trident with the ability to execute multiple value accretive transactions which have laid the foundations for this period of rapid growth for our business.

Indeed, the Thacker Pass transaction should be seen as a significant step change for Trident and one which represents a major milestone on the path to achieving critical mass, more than doubling the capital deployed by Trident to date.  Once this scale and critical mass have been achieved, we expect strong cash generation to support an attractive dividend policy, providing investors with a desirable mix of inflation protection (through exposure to commodities), capital growth and income. I believe that we are well on our way to achieving this after delivering a commendable performance in 2020 and into Q1 2021, despite the significant headwinds of the COVID-19 pandemic.

The strength of our business model is now clear to see: led by our CEO Adam Davidson, alongside his highly skilled and professional team, with a foundation of high-quality royalties that we believe will bear fruit for our investors over the short, medium, and long-term, Trident is positioned for rapid growth with minimal expansion to our cost base.

I would like to take this opportunity to thank our shareholders, both long-standing and loyal backers and those new to the register, along with my fellow Board members and our executive team for their support and look forward to reporting on our progress over the coming months as we embark on this next truly exciting period in our development.

James Kelly

12 April 2021

Chief Executive Officer's Statement     

2020 was a landmark year which saw the genesis of Trident Royalties as a new London listed mining royalty and streaming company.  As an experienced resources investor myself, I have watched numerous TSX-listed royalty companies consistently outperform mining equities over the past decade.  The market awareness for the compelling investment proposition offered by royalty companies is therefore not a new phenomenon; however, until recently, there has been a clear gap in the royalty universe.   

This was the driving force behind our decision to establish a mining royalty business which differentiates itself through: 

1.     a listing in London and a global investment mandate targeting attractive assets in resource-friendly jurisdictions worldwide - while most listed mining royalty and streaming companies have a primary listing on the TSX, with heavy focus on assets in the Americas;

2.     a strategy to build a balanced, diversified portfolio reflecting the global mining sector (excluding thermal coal) - while the royalty and streaming industry is otherwise dominated by peers which are predominately precious metals focused; and  

3.   a broad and flexible approach to transaction quantum, initially targeting attractive small-to-mid sized transactions thus capitalising on opportunities which may be overlooked by larger royalty companies. 

With this investment philosophy in place, we announced our maiden royalty acquisition in March 2020 alongside our intention to move our listing to AIM and change of name to 'Trident Royalties'. 

Our decision to move to AIM, which is frequently cited as the world's most successful growth market, was preceded by a £16.0m fundraise (before expenses) completed at the end of May 2020.  At the time this was the largest equity placing associated with a new listing in any sector across the London markets following the beginning of the COVID-19 pandemic, which had decimated global markets in late February and early March.  This was, I believe, a truly outstanding achievement and served as a measure of the appetite that investors had for our strategy and their confidence in our ability to execute. 

Recent coverage has highlighted that AIM  has weathered the market volatility better than many other exchanges.  The value of the AIM all-share index grew by 22% in the year to 31 January 2021, whereas the FTSE all-share index fell by 10%.  Investors have clearly identified AIM as an incubator for ambitious companies such as Trident, and the Board recognises that AIM is a more suitable market and regulatory environment for our business, particularly during this high growth phase of our development.   

Within a space of weeks from its admission to AIM, Trident secured its second royalty agreement, a staged Gross Revenue Royalty over production from the operating Mimbula copper mine and associated stockpiles (the "Mimbula Mine") located in Zambia's prolific Copperbelt Province.  Through this royalty, Trident is entitled to royalty payments on production from 1 July 2020 and extending in perpetuity.  The asset is currently ramping-up production, having sold its first LME registered Grade A copper with a 99.99% purity in June 2020.  The Mimbula Mine has a large, well-defined JORC (2012) compliant total Mineral Resource of 84m tonnes of ore grading 0.95% copper for a total of 798,000 tonnes of contained copper at a 0.3% cut-off and significant exploration upside potential. 

The Mimbula Mine royalty represented Trident's second cash generative royalty, building on the acquisition of a 1.5% free on board revenue royalty over part of the Koolyanobbing Iron Ore Operation in Western Australia, which completed in June 2020.  The royalty covers part of the Deception Pit at Koolyanobbing, which is owned and operated by Mineral Resources Limited, and which contains a JORC compliant Reserve of 9.3Mt @ 59.9% Fe and Resource (inclusive of Reserves) of 19.5Mt @ 59.9% Fe.   

Diversifying our burgeoning royalty portfolio was an early objective for the Board, and in July 2020 Trident completed its first precious metals royalty through an opportunistic acquisition of a royalty over the Spring Hill Gold Project in Australia's Northern Territory.  This royalty provides for a fixed payment of A$13.30 per ounce of gold produced from Spring Hill. Trident structured the transaction to minimise full payment of consideration until particular production milestones are achieved, whilst retaining uncapped exposure to the growth of the asset. 

Australia is a jurisdiction which remains appealing to Trident, with Western Australia ranked as the top jurisdiction in the world for mining investment, based on the Investment Attractiveness Index, in the 2019 Fraser Institute Annual Survey of Mining Companies. 

Further Australian gold exposure was achieved with the acquisition of a portfolio of four gold royalties over the Talga Project (operated by Novo Resources), the Warrawoona Project (operated by Calidus Resources), the Mosquito Creek Project (operated by Nimble Resources) and the Bullfinch Project (operated by Torque Metals).  These projects, which are at various stages of development from exploration to in-construction, are important elements of Trident's disciplined and targeted acquisition strategy of straddling both early-stage royalty assets, which have been proven to generate significant equity value for stakeholders of royalty companies, together with cash generative royalties providing immediate revenue. 

Building on Trident's precious metals exposure in Australia, the Company acquired a significant 1.5% Net Smelter Return ("NSR") over the Lake Rebecca Gold Project, a high-quality resource stage asset which has demonstrated the potential for fast-track development by a highly credible operator, Apollo Consolidated.  The Lake Rebecca royalty is expected to provide material and long-term revenue commencing in 2023 with significant upside potential to both scale and mine life.  Trident believes that Lake Rebecca is on track to support a circa 90-100koz/a operation and will become a key element of Trident's growth.   Lake Rebecca demonstrates Trident's ability to not just source attractive deals, but also to pay the right price when compared to some of the more expensive royalty deals concluded by our peers.

The last royalty acquired during the financial year (which was completed on 9 April) truly diversified Trident's geographic reach, with the acquisition of a portfolio of three royalties over the Pukaqaqa Copper Project in Peru, which is majority-owned and operated by NYSE- and TSX-listed Nexa Resources.  Pukaqaqa is a cornerstone project within Nexa´s growth pipeline and comprises 34 concessions covering 11,125.87 ha located in the Huancavelica region of Peru, an established mining district.  Pukaqaqa is an advanced stage project with a Mineral Resource Estimate including a Measured and Indicated Resource of 309m tonnes at 0.41% Cu (approximately 1.26m tonnes of contained copper), with an additional Inferred Resource of 40.1m tonnes at 0.34% Cu for 136,340 tonnes contained copper.  The most recent technical report contemplates an open-pit mining operation to feed a 30,000 tonne-per-day processing plant to produce copper and molybdenum concentrates over a 19-year mine life highlighting the significant scale anticipated once in production.   

Two of the Pukaqaqa royalties are to be acquired from a wholly-owned subsidiary of Orion Resource Partners ("Orion") while the third is via the acquisition of the Peruvian holding company.  Orion is the same firm from which Trident acquired its largest royalty to date over the Thacker Pass Lithium Project and which is now a significant shareholder in the Company.  The Thacker Pass transaction, which was agreed post period end on 19 March 2021, alongside a £20.67m fundraise, was Trident's seventh and most substantial transaction.   

As well as significant scale, being the largest lithium reserve and resource in the United States with a conceptual mine life of 46 years, it also brought commodity diversity to our portfolio as lithium is a key battery mineral.  This transaction comprised the acquisition of a 60% interest in a gross revenue royalty ("GRR") over Thacker Pass for US$28.0m, which is subject to a partial buy-back which Trident expects to be exercised by the operator during the first year of operation, for proceeds to Trident of US$13.2m, resulting in a net cost to Trident of US$14.8m.  The key permits are now in place at Thacker Pass and construction is targeted to commence in late 2021 or early 2022, with Phase 1 production expected to start ramping up in 2024.  Further details of these acquisitions are set out in the operational review below.

This royalty acquisition added an important new dimension to the Trident portfolio in terms of commodity, geography and scale, but perhaps more critically, it has demonstrated that Trident is now establishing critical mass.  This critical mass is vital as it will deliver improved access to capital, material revenue growth with fixed overheads and will support accretive initiatives such as a progressive dividend policy and access to lower-cost leverage.  Thacker Pass can therefore be viewed as a catalyst for a period of rapid growth and that is exactly what the Trident Board is looking to achieve.  We have a small and motivated group of executives dedicated to executing Trident's growth strategy and have a healthy pipeline of potential additional acquisitions currently under consideration.  2021 will be a highly active phase for our company as we capitalise on the positive momentum that we have generated, carefully deploy the capital that we have raised, and direct it towards opportunities which will deliver the long-term capital growth, dividend income and an inflation hedge for our investors. 

On behalf of the executive team, I would like to extend my thanks to our shareholders, partners and the Board for their vision, support and commitment as we look to a period of high impact news flow and delivery. 

Adam Davidson

12 April 2021

Operational Review

Producing Assets

KOOLYANOBBING IRON ORE PROJECT

Location: Western Australia

Operator: Mineral Resources (ASX: MIN)

Commodity: Iron ore

Mine Type: Open pit

Stage: Production

Royalty: 1.5% free on board

Total Resource: 9.3Mt @ 59.9% Fe reserve and 19.5Mt @59.9% Fe

Trident owns a 1.5% free on board revenue royalty covering part of the producing Koolyanobbing Iron Ore Operation in Western Australia. The royalty is over tenement ML77/1259 which covers part of the Deception Pit at Koolyanobbing. Trident estimates up to 75% of the Deception Pit may contain mineralisation over which payment would be made under the Koolyanobbing royalty.

Koolyanobbing is operated by Mineral Resources which acquired the asset from Cliffs Natural Resources in 2018. Since its acquisition, Mineral Resources has materially increased production at Koolyanobbing from 6Mtpa in 2018 to an annualised rate of 11Mtpa as of Feb 2020. Additional capital expenditure is anticipated to further increase production. Mineral Resources has previously announced its intention to build a long-life iron ore export business in the Yilgarn region utilising the company's industry innovative approach to mine development.

The royalty provides Trident with attractive exposure to a significant and growing iron ore asset, operated by an innovative and renowned operator with a strong balance sheet in a world-class jurisdiction. As a royalty over an operating asset, the royalty provides access to material cashflow which assists in bringing scale and diversification to Trident's growing royalty portfolio.

During the year Trident received US$1.67m in royalty income which represents a 35% return on the cash invested to date.

MIMBULA COPPER PROJECT

Location: Zambia

Operator: Moxico Resources Plc (private)

Commodity: Copper

Mine Type: Open Pit

Stage: Production

Royalty: Gross Revenue Royalty 1.25%

Total Resources: 93.7Mt @ 0.97% TCu

Trident owns a 1.25% GRR over all copper produced from the Mimbula Mine in Zambia, which is operated by Moxico Resources Plc. The GRR will decrease to 0.3% upon US$5.0m being paid on the royalty, with a subsequent decrease to 0.2% once the royalty has been paid on 575,000 tonnes of copper. In addition, the GRR is subject to a Minimum Payment Schedule in which the higher of the minimum amount, or the GRR amount, are due; specifically:

No required minimum payments on production in 2020 (GRR rate still applies);

Minimum payments of US$375,000 per quarter in 2021;

Minimum payments of US$500,000 per quarter in 2022; and

Minimum payments of US$750,000 in each of the first two quarters of 2023.

At current copper prices, Moxico's long-term production profile is expected to exceed that required for the Minimum Payment Schedule. The GRR is applicable to production from the Mimbula Mine, comprising of 100% of production from licences 21816-HQ-LML (Mimbula), 8440-HQ-SML (Zuka), and on 50% of the production from licence 8514-HQ-SML (OB18). The licences collectively cover 1,271 ha. Mimbula is located adjacent to the Konkola Copper mining complex and has excellent access to infrastructure.

Mimbula has JORC (2012) in-situ Measured and Indicated Resources of 69.8Mt grading 0.96% total copper ("TCu") for approximately 668,000 tonnes of contained copper and an Inferred Resources of 14.2Mt grading 0.92% TCu for approximately 130,000 as at August 2019. In addition, the Company has a non-compliant Resource on the Zuka licence of 7.3Mt grading 1.1% TCu for 80,400 tonnes of contained copper. A 0.3% cut-off has been used to calculate all mineral resources.  The Company has a strategic, life-of-mine tolling agreement with Konkola Copper Mines ("KCM") in which the oxide ores are currently being processed through the Nchanga Tailings Leach Plant ("TLP"), producing LME Grade A copper cathode.

Pre-development Assets

LAKE REBECCA GOLD PROJECT

Location: Western Australia

Operator: Apollo Consolidated (ASX: AOP)

Commodity: Gold

Mine Type: Open pit

Stage: Pre-development

Royalty: 1.5% net smelter royalty

Total Resource: 27.1Mt @ 1.2g/t Au for 1.035Moz

Trident acquired an existing 1.5% NSR gold royalty over the production of the Lake Rebecca Gold Project located in Western Australia.  

Lake Rebecca has a JORC (2012) compliant published Resource of over 1Moz at a cut-off grade of 0.5g/t across 3 deposits within wholly contained pit shells, and is being actively progressed towards development by Apollo Consolidated Limited ("Apollo") - a well-funded, ASX listed mining company. Lake Rebecca provides Trident with an uncapped precious metal royalty, in an attractive jurisdiction with material upside beyond the maiden resource announced in early 2020.

The Royalty covers E28/1610 which hosts the entirety of the plus million-ounce Maiden JORC (2012) Mineral Resource Estimate (MRE) announced by Apollo on 10th February 2020. The Lake Rebecca Gold Project comprises three distinct deposits: Rebecca, Duchess and Duke. Rebecca is hosted on the north- eastern periphery of the E28/1610 tenement with Duchess and Duke nearer to the centre of the tenement area and located approximately 4km from Rebecca. Apollo has identified the 4km corridor between Rebecca & Duchess/Duke as highly prospective and has been the target of recent step-out drill programmes.  Apollo has also commenced the process of converting this to a mining lease. The royalty also covers the newly discovered Cleo mineralised zone which is located 1.5km west of the Rebecca deposit. This recently drilled zone has intercepted some significant gold intercepts and remains open at depth.

The Lake Rebecca deposits are located on the eastern margin of the Norseman-Wiluna Greenstone Belt at the southern end of the Laverton Tectonic Zone. Broadly defined as structurally associated orogenic gold deposits, the gold mineralisation is hosted by broad zones of disseminated, pyrite and pyrrhotite, sulphides associated with deformation and silicification in dominantly granite and gneiss hosts rocks.

Trident considers there is good potential of Apollo achieving material resource tonnage increases and resource classification upgrades to the current Mineral Resource Estimate as well as having the potential to outline new exploration upside, within the wider tenement covered by the royalty zone.

Infill drilling since the completion of the February MRE has intersected wide high-grade zones, most notably within the south Jennifer structure of the Rebecca deposit, this structure together with the accompanying Maddy and Laura structures have the potential to add mineralisation to the optimised in-pit Mineral Resources. The current block model shows these higher-grade structures also contain significant mineralised material below the current pit shell and Apollo reports that the Rebecca mineralised corridor remains open over its more than 1.7km strike length.

Apollo is expected to publish an updated mineral resource estimate in Q2 2021 which is expected to incorporate the successful drilling programme described above.

PUKAQAQA COPPER PROJECT

Location: Peru

Operator: Nexa Resources (TSX:NEXA)

Commodity: Copper, Molybdenum

Mine Type: Open pit

Stage: Pre-development

Royalty (sliding scale NSR): Over 3 Royalties

Total Resources: 349.1Mt @ 0.40% Cu

Trident acquired a portfolio of three existing royalties over the Pukaqaqa Copper Project, a pre-development stage copper asset located in the Huancavelica region in Peru. The Pukaqaqa Project comprises 34 concessions covering 11,125.8ha and containing NI 43-101 compliant Measured and Indicated Resources of 309m tonnes at 0.41% Cu (approximately 1.26m tonnes of contained copper), with an additional Inferred Resource of 40.1m tonnes at 0.34% Cu for 136,340 tonnes contained copper.

The project is being advanced by NYSE- and TSX-listed Nexa Resources, an established South America-focused mid-tier producer with five operating base metals mines (plus an additional mine under construction) and three operating smelters in Peru and Brazil. The most recent technical report contemplates an open-pit mining operation to feed a 30,000 tonne-per-day processing plant to produce copper and molybdenum concentrates over an initial 19-year mine life. Nexa has allocated a total of US$16m towards advancing the project over the last three years.

Trident believes there exists significant potential to expand and upgrade the sizeable mineral resource inventory through drilling along strike and down-dip, as well as with additional infill drilling. Additionally, there are up to seven named exploration targets situated within a 6km radius from the existing deposit, adding potential mine life to the operation. There is also potential for the skarn deposit to overlay large scale copper porphyry mineralisation. Based on the current resource and at a processing rate of 30,000 tonnes-per-day, Trident believes that Pukaqaqa has the potential to produce around 35,000 tonnes of copper per year, along with potential molybdenum, gold, and silver credits.

Trident's first all-share consideration deal helps grow the portfolio while adding a renowned royalty investor, Orion Resource Partners, to the shareholder register. The acquisition was completed after the year-end and consequently been treated as a capital commitment in these financial statements.

SPRING HILL GOLD ROYALTY

Location: Australian Northern Territory

Operator: PC Gold Pty (private)

Commodity: Gold

Mine Type: Open pit

Stage: Pre-development

Royalty: fixed rate A$13.30 per oz (where the gold price is > A$1,500/oz)

Total Resource: 8.8Mt @ 1.26g/t Au for 355koz

Spring Hill is located within the highly prospective Pine Creek region in Australia's Northern Territory, which has historically produced over 3Moz of gold across multiple deposits and contains more than 10Moz of undeveloped Resources. Gold contained at Spring Hill is freely leachable via conventional processing methods and contains a material proportion of gravity recoverable gold which is susceptible to low capital cost gravity concentration and leaching techniques. 

Spring Hill has a JORC (2012) compliant open pit Inferred Mineral Resource Estimate of 8.79Mt grading 1.26g/t Au for 355,000 ounces of contained gold at 0.5g/t Au cut-off, as at January 2017. In addition, Spring Hill has an Exploration Target of 119,000 - 734,000 ounces supported by mineralisation open at depth and along strike.  The project is strategically located within 30km of an existing gold processing plant which successfully processed Spring Hill material in 2017.

The Spring Hill Gold Royalty provides Trident with attractive exposure to a strategically located and growing gold asset. The asset is operated by an experienced team in a favourable jurisdiction for mining and permitting activities continue to progress successfully with the final recommendation report completed by the Australian permitting authorities on 23 December 2020.

WESTERN AUSTRALIA GOLD ROYALTIES

Project: Various

Location: Western Australia

Stage: Pre-development

Operator: various

Royalty (NSR): various

Talga Talga

The royalty covers granted Mining Lease M45/618 which is owned and operated by TSX listed Novo Resources Corporation. Located in the Pilbara region of Western Australia, historical drilling has identified shallow dipping, near-surface gold zones including 7m @ 14.4g/t Au and 3m @ 24.8g/t Au.

Warrawoona

The royalty covers exploration licence E45/3381, which forms part of the broader Warrawoona Gold Project, owned and operated by ASX-listed gold developer Calidus Resources. The royalty zone covers the down dip extension of the 1Moz orebody at Klondyke and is estimated to contain a portion of the Indicated and Inferred Resource. Calidus recently applied to convert this portion of the royalty area to a Mining Lease. Calidus published the results of a study in September 2020 which contemplated an 90koz/annum operation at Warrawoona at a pre-production capital cost of A$120M and AISC of US$1,290/oz. Construction of the project has been fully funded and begun in Q1 2021.

Mosquito Creek

The royalty covers exploration licence E46/1035 which was acquired by Nimble Resources in November 2017. The royalty zone sits to the north east of the Millenium Mill acquired by Novo, is considered prospective for gold as evidenced by historical workings, soil and rock geochemistry and previous drilling. In February of 2021, Nimble entered into a JV agreement with Calidus. The tenement sits 85km from Warrawoona and along strike from mineralised trends identified on adjacent tenements.

Bullfinch

The royalty covers Mining Leases E77/2222, E77/2251, E77/2350 which is owned and operated by Torque Metals. Torque recently delisted from the Sydney Stock Exchange and after undertaking a capital raising which included funding to advance drilling at the Bullfinch Project. Torque is currently intending to list on the Australian Stock Exchange (ASX) and undertake a A$5.0m fundraise. The royalty tenements are located in the prospective Yilgarn goldfields, located within 70km of two existing processing plants. Trident notes that some of the Torque Metals are subject to a forfeiture application at the time of the acquisition.

The acquisition was completed after the year-end and consequently has been treated as a capital commitment in these financial statements.

Asset acquired after the reporting date

THACKER PASS LITHIUM ROYALTY

Location: Nevada USA

Operator: Lithium Americas Corp (TSX:LAC)

Commodity: Lithium

Mine Type: Open pit

Stage: Pre-development (fully funded and permitted)

Total Resource: 385Mt @ 2,917 ppm for 6Mt lithium carbonate

Royalty: Gross Revenue Royalty (1.75% following buy-back - 60% attributable to Trident)

On 19 March 2021, Trident announced the acquisition of a 60% interest in a GRR over the Thacker Pass Lithium Project from Alnitak Holdings LLC a special purpose vehicle indirectly owned by Orion Mine Finance (which retains ownership of the remaining 40%) for US$28.0m.  The project is the largest known lithium reserve and resource in North America and is 100% owned and operated by Lithium Americas Corp.  The acquisition was completed on the same day.

Thacker Pass currently contains CIM compliant Mineral Reserves of 3.1Mt Lithium Carbonate Equivalent ("LCE"), the largest lithium reserve in the United States, with a mine life of 46 years based on Reserves. With the Total Resources amounting to circa 8.3Mt LCE plus further as yet undrilled exploration targets, there is significant additional resource upside to potentially provide further reserve conversion to increase the mine life or support a production expansion.

The key terms of the royalty are as follows:

·      A gross revenue royalty on all mineral products generated at the mine of 8% (4.8% attributable to Trident) until US$22.0m is paid, after which the GRR drops to 4%.

·      The GRR may be reduced to 1.75% (1.05% attributable to Trident) at any time by the operator making a one-time payment of US$22.0m (US$13.2m attributable to Trident).

·      Trident notes that the PFS assumes the US$22.0m buyback is completed within the first year of operation.

Prior to the acquisition of the royalty, Orion had engaged with other parties in respect of a possible sale of the royalty.  One unsuccessful bidder has commenced legal proceedings in Ontario, Canada, against Orion Resource Partners - further detail is given in note 25.

Further details of the Group's royalties is provided on its website at www.tridentroyalties.com.

Environmental, Social and Governance Report ("ESG")

We strive to comply with the highest levels of ESG and use it as a foundation for our investments. We seek to only invest in royalties or streams where the asset owner runs safe, efficient, cost-effective mines and projects; as well as compliance with environmental protection policies, community development, transparency and governance while minimising the potential for harmful impacts from its operations to the lowest levels reasonably expected. Also, as a minimum, we will insist on full compliance by investee businesses with anti-bribery and corruption, and anti-slavery legislation and regulation. We believe that our commitment to these principles will make us an investment partner of choice. Considering our approach to ESG and, in particular, our dedication towards environmental standards, the directors within the firm have decided not to seek any royalty or stream investments in thermal (or energy) coal assets.

Environmental

The nature of our investments is such that we do not directly operate any of our properties underlying its royalty portfolio and, consequently, we cannot always influence how the projects are operated. Nevertheless, a responsible approach to a project's environmental impact and its sustainability management is essential to the success of the project over its life. Therefore, as part of our investment decision process, we carefully consider the environmental aspects of any potential asset purchase during the due diligence phase. We typically engage with consultants who have the requisite expertise to ensure that it can consider any risks in this regard. When conducting the due diligence of a potential investment's environmental impact we typically analyse the following:

·      Whether the operator is committed to the principles of the International Council on Mining and Metals or other relevant standards

·      Water management and reduction plans within the firm

·      Other environmental programmes and initiatives put in place by the operator, including carbon reduction and biodiversity protection

Environmental highlights across our investments

Our newly acquired Thacker Pass royalty highlights our continued commitment towards investing in royalties and streams within companies that consider their environmental impact. The Thacker Pass lithium project which is 100% owned by Lithium Nevada Corp, a US corporation and wholly owned subsidiary of Lithium Americas, recently announced that it has joined a coalition made up of 30 founding companies to launch the Zero Emission Transportation Association, an organisation dedicated to achieving 100% electric vehicle sales in the United States by 2030.

Notably, another of our royalty investments Mimbula Copper Project also reached a significant environmental milestone in April 2020, as it produced the first copper cathode from the processing of surface material at the KCM Tailings Leach Plant. In March 2020 Mimbula Copper also had their Environmental & Social Impact Assessment approved, maintaining Moxico's commitment to environmental protection.

Social Initiatives

Across 2020, we continually monitored the social governance within the companies we invested in. Positive social and community relationships are essential to profitable, sustainable and successful mining activities.

We acknowledge that, whilst our activities have little direct contact with communities, we can still positively influence the social practices and policies of companies in which we conduct business with. We therefore endeavour to ensure that the companies we work with have appropriate procedures in place to facilitate this engagement. More specifically, our investment decision process for potential asset purchases involves due diligence relating to the full range of issues, including the social and community aspects of the project. When conducting due diligence into potential investments, we typically assess the community initiatives put in place by the company and the engagement that they have with indigenous peoples.

Governance Initiatives

We endeavour to only finance businesses that are respectful of their staff, support gender equality, and build safe and inclusive environments for them to work within. Therefore, when conducting the due diligence into potential investments we typically assess the following aspects as part of our governance:

·      Safety records

·      Workplace standards, protections and policies

Internal Governance

We strive to create a safe and healthy working environment for the wellbeing of our staff, and to create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Group. Our Board contains personnel with a good history of running businesses that have been compliant with all relevant laws and regulations and there have been no instances of non-compliance in respect of environment matters.

QCA Corporate Governance Code

We adhere to the QCA Corporate Governance code and its ten key principles as detailed in our Corporate Governance Report.

Risk Management

The Board has overall responsibility for the management and maintenance of systems and processes to manage and mitigate risk and ensure delivery of the Group's strategic priorities.  The Board does not consider that given the current size of the Group, that a separate Risk Committee is required and that risk management is sufficiently governed by the Board, its sub-committees and the senior management team.  The management of risk is subject to regular review by the Board and changes will be implemented as necessary and as the Group continues to grow.

The Chief Executive Officer and senior management are responsible for the day-to-day implementation of the risk management process and provide regular feedback to the Board for consideration. The Group assesses each risk and the requirement for mitigation, taking into account the appetite for the impact of the risks on the strategic objectives of the business.

A short statement on the impact of Covid-19 is given in the Directors Report.

Risks and uncertainties

The following section provides an overview of the principal risks and uncertainties that have the potential to impact the implementation of the Group's strategy and business model.

The Group is subject to number of financial risk including capital risk, commodity price risk, credit risk, liquidity risk and foreign exchange risk.  Full details are provided in note 21.

Section 172 Statement

This section serves as our section 172(1) statement and should be read in conjunction with the Operational Review of this report and the Company's Corporate Governance Statement. Section 172 of the Companies Act 2006 requires Directors to act in a way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole, taking into account the factors listed in section 172 in regard to:

(a) the likely consequences of any decision in the long term;
 

(b)       the interests of the Company's employees;
 

(c)      the need to foster the Company's business relationships with suppliers, customers and others;
 

(d)  the impact of the Company's operations on the community and the environment;
 

(e)     the desirability of the Company maintaining a reputation for high standards of business conduct; and
 

(f)       the need to act fairly between members of the Company.

The Board views engagement with our shareholders and wider stakeholder groups as essential work. We are aware that we need to listen to each stakeholder group, so that we can understand specific interests, and foster effective and mutually beneficial relationships. By understanding our stakeholders, we can build their needs into the decisions we take.

The Board considers and discusses information from across the organisation to help it understand the impact of the Company's operations, and the interests and views of our key stakeholders. It also reviews strategy, financial and operational performance, as well as information covering areas such as key risks, and legal and regulatory compliance. This information is provided to the Board through reports sent in advance of each Board meeting, and through in-person presentations.

As a result of these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the Directors to comply with their legal duty under section 172 of the Companies Act 2006.

The following table acts as our section 172(1) statement by setting out the key stakeholder groups, their interests and how Trident Royalties Plc has engaged with them over the reporting period.

On behalf of the Board

James Kelly

Non-Executive Chairman

12 April 2021

Financial Review

Fundraise

In the 2019 Annual Report the Chairman and CEO announced that the Group was to pursue a new  strategy focused on building a diversified mining royalty and streaming company.  In order to facilitate this strategy Trident cancelled its shares from the Official List of the London Stock Exchange and was admitted to the AIM Market on 2 June 2020.  At the same time the Group issued 80m new shares at £0.20 raising net cash proceeds of £14.88m (~US$18.60m). Combined with its existing cash of US$4.0m, the Group commenced deploying its capital with the acquisition of a number of royalty assets.

Royalty acquisitions

The Group acquired the following royalties during the year:

·      Koolyanobbing iron ore 1.5% FOB revenue royalty covering part of the producing Koolyanobbing Iron Ore Operation located in Western Australia for A$6.65m plus costs (US$4.80m);

·      Mimbula copper staged gross revenue royalty over production from the operating Mimbula Copper Mine located in Zambia for US$5.00m;

·      Spring Hill gold fixed royalty covering production from the Spring Hill Gold Project located in Australia's Northern Territory for A$1.00m plus costs (US$0.77m) payable in stages; and 

·      Lake Rebecca gold 1.5% net smelter royalty over production from the Lake Rebecca Gold Project located in Western Australia for A$8.00m plus costs (US$5.62m).

In addition, the Group entered into binding, conditional agreements to acquire:

·      Pukaqaqa copper sliding scale royalty (1-2% net smelter) over production from the Pukaqaqa copper development operation in Peru for US$3m payable in equity; and

·      West Australian gold royalties over a variety of tenements and projects for A$0.8m, payable in cash and equity.

These acquisitions had not completed prior to the end of the financial year.

Reporting currency

The Group has a presentational reporting currency of the US dollar. The Australian subsidiary TRR Services Australia, which directly owns some of the Group's royalty assets, has a functional currency of Australian dollar. Accordingly, the Group is subject to foreign exchange gains and losses when reporting consolidated balances and results. In addition, the subsidiary has an intercompany loan balance with the parent company denominated in US dollar which results in gains and losses in the income statement.

During the year, the Australian dollar strengthened against the US dollar by approximately 8% increasing the value of those assets and liabilities denominated subject to conversion.  All other subsidiaries of the Group have US dollar functional currencies.

Statement of Financial Position

Royalty intangible assets consist of US$12.35m cost, less US$1.33m amortisation for total net book value of US$11.02m representing the Koolyanobbing, Spring Hill and Lake Rebecca acquisitions detailed above.  Translation at the year end exchange rate resulted in an increase in value to the asset of US$1.01m.

Royalty financial instruments were valued at US$7.45m representing the fair value of the Mimbula copper project in Zambia. The royalty financial instrument has been designated as fair value through profit and loss with the fair value gains and losses recognised in 'revaluation of royalty financial assets' line item in the income statement.  The royalty was acquired for US$5.0m and US$0.07m royalty income was received in the year and a fair value increase of US$2.53m was recognised in the income statement.

Trade and other receivables totalling US$0.78m (2019: US$0.01m) includes US$0.31m in respect of 4^th quarter 2020 royalty income due from Koolyanobbing and Mimbula receivable after the year-end.  Other receivables also include US$0.18m in respect of legal fees and cash consideration for the Pukaqaqa and Talga transactions signed before the year-end but not complete and US$0.26m in respect of VAT repayable in the UK following registration with HMRC. 

Trade and other payables totalling US$0.34m (2019: US$0.04m) consisted predominantly of trade payables, social security and taxation and accruals with all amounts within agreed payment terms.

Deferred contingent consideration of US$0.46m represents A$0.60m contingent payment due on the Spring Hill project based on the operator meeting certain production targets.  The amount has been treated as due > 1 year representing managements' assessment of when the project will become operational and the targets achieved.

Income Statement

Profit after taxation was US$1.71m (2019: US$0.69m loss) and basic earnings per share of 2.45c (2019: (3.13c).  The results were affected by the fair value gain on the Mimbula copper project of US$2.53m following its acquisition in June 2020. In addition, the Group made a foreign exchange gain totalling US$1.39m (2019: US$0.31m loss) mainly as a result of the retranslation of an intercompany loan balance between the parent company and the Australian subsidiary; and the conversion of cash balances denominated in non-US dollar currencies.

The Group incurred listing, broking and other advisory charges on its admission to AIM totalling US$1.86m of which US$0.20m was charged to the income statement and the balance to share premium.

The Group generated royalty income from its Koolyanobbing asset of US$1.67m, which equated to 35% of the royalty purchase price, in the year.  The amortisation charge was US$1.19m and total Group overheads of US$2.53m (2019: US$0.69m) of which US$0.99m related to employment costs; resulting in an operating loss of US$2.06m (2019: US$0.38m).

Cashflow

Net cash increased in the year by US$2.32m (2019: US$0.38m decrease).  Financing inflows were US$18.60m (2019: US$nil) from the equity fund raise; which were invested US$15.06m (2019: US$nil) in building the royalty intangible and financial assets portfolio, and US$1.26m (2019: US$0.38m) in operating activities.  In addition, the Group made foreign exchange gains on the cash totalling US$0.52m (2019: US$0.30 loss) for a final cash figure as at 31 December 2020 of US$6.97m (2019: US$4.14m).

Taxation

The corporation tax rates in the UK, US and Australia are 19%, 21% and 30% respectively.  During the year the Group undertook a transfer pricing review and implemented an appropriate profit allocation methodology.  The Group has recognised a current tax expense of US$0.12m (2019: US$nil) in relation to the UK and US entities and a deferred tax credit of US$0.17m (2019: US$nil) in relation to losses in the Australian subsidiary and other temporary differences for a net income tax credit of US$0.05m (2019: nil).

Events occurring after the reporting period

Subsequent to the year-end the Group announced an equity fund raise totalling £20.67m (US$28.30m) in order to complete the acquisition of the Thacker Pass lithium project in Nevada for US$28.00m.  Consideration was payable in cash US$26.00m and US$2.00m in new Trident shares issued at £0.34 on 24 March 2021.

Board of Directors

Adam Davidson - Executive Director and Chief Executive Officer

Adam Davidson has over 10 years' experience in the natural resources sector, most recently with Resource Capital Funds ("RCF"), a leading mining focused private equity firm. Adam has been a member of RCF's investment team since 2014. Prior to RCF, he held positions with BMO Capital Markets in Metals & Mining Equity Research and with Orica Mining Services in Strategic Planning. He has extensive mining capital markets experience across a breadth of jurisdictions and commodities. Adam began his career with T. Rowe Price and also served in the U.S. Marine Corps.  Adam is a graduate of the Australian Institute of Company Directors and previously served as a Non-Executive Director of private gold producer RG Gold. He earned his MBA from the College of William & Mary and completed a post-graduate in Mining Studies from the University of Arizona.

Al Gourley - Non-Executive Director

Al Gourley is the London Managing Partner of Fasken Martineau, an international law firm, where his practise focuses on finance and asset transactions in the natural resource industry. Mr. Gourley has served as a director of several TSX, TSX-V and AIM mining and mineral exploration companies, including a company that was acquired by Franco-Nevada for its gold royalty on the Newmont Ahafo Mine in Ghana. Mr. Gourley has direct mining industry experience having worked for the Noranda Group (1992 to 1995) and having served as CEO of an AIM-listed industrial mineral producer (2011 to 2012). Mr. Gourley is a member of the Solicitors Regulatory Authority (England and Wales), a member of the Ontario Law Society and Chairman of the Board of the World Association of Mining Lawyers (WAOML), whose Advisory Council he led from the date of its formation in 2014 until 2018. Mr. Gourley holds a BBA from Schulich School of Business and an LLB from the University of Ottawa.

James Kelly - Non-Executive Chairman

James Kelly has close to 20 years' experience in the mining and natural resource industry, with extensive experience in corporate finance, strategy and capital allocation. Mr Kelly was a senior member of the Xstrata plc group business development team and, following the merger with Glencore plc, was part of the team which founded Greenstone Resources LP, a mining private equity fund focused on post-exploration development assets. Mr Kelly served as an Executive Director of ASX listed Cradle Resources Limited from May 2016 to July 2017 having been appointed a Non-Executive Director in February 2016. Mr Kelly is a Fellow of the Institute of Chartered Accountants of England and Wales and holds a BA (Hons) from University College London.

Helen Pein - Non-Executive Director

Helen Pein has had a successful career spanning more than 30 years as an economic geologist in the natural resource sector. Helen is currently a director of Pan Iberia Ltd. (UK) and founder member of Panex Resources Pty. Ltd. (Mauritius and SA) a private company focusing on finding and developing global mining projects. Helen was formerly a director and shareholder of Pangea Exploration (Pty) Ltd for 20 years. She was part of the executive team which was directly responsible for the discovery and evaluation of a number of world class gold and mineral sands deposits throughout Africa (Burnstone, Tuluwaka, Buzwagi, Corridor Sands and Kwale). From 2012, Pangea was affiliated to Private Equity Company, Denham Capital International, providing asset analysis and technical evaluation of mining investments in Africa. Helen is a recipient of the Gencor Geology Award and Fellow of the Geological Society of South Africa and member of the International Society for Economic Geologists. She holds a B.Sc. Geoscience and a B.Sc. Geology (Hons) (Cum Laude), from the University of Stellenbosch SA. Helen sits on both the Nomination and Remuneration Committees.

Mark Potter - Non-Executive Director

Mark Potter is a director and Chief Investment Officer of AIM listed Metal Tiger Plc, a listed investment company for exploration and development stage mining companies. In addition, Mark is Non-Executive Chairman of ASX listed Artemis Resources Ltd, Non-Executive Director of AIM listed Thor Mining plc, and is the Founder and Partner of Sita Capital Partners LLP, an investment advisory firm specialising in investments in the mining industry.

Mark was formerly a director and Chief Investment Officer of Anglo Pacific Group plc, a London listed natural resources royalty company, where he successfully led a turnaround of the business through acquisitions, disposals of non-core assets, and successful equity and debt fundraisings. Prior to Anglo Pacific, Mark was a founding member and Investment Principal for Audley Capital Advisors LLP, a London based activist hedge fund, where he was responsible for managing its natural resources investments. Mark invested over US$300m during the period 2005 to 2012 in the mining sector, realising proceeds of over US$900m. The Audley European Opportunities Fund was nominated by Eurohedge as a top performing hedge fund in the event-driven space for 2006, 2007 and 2010.

Prior to Audley Capital, Mark worked in corporate finance for Salomon Smith Barney (Citigroup) and Dawnay, Day, a private equity and corporate finance advisory boutique during which time he completed over US$2 billion of M&A, equity and debt transactions. Mark holds an MA degree in Engineering and Management Studies from Trinity College, University of Cambridge.

Directors' Report

The Directors of the Company present their report, together with the audited Group financial statements of Trident Royalties plc for the year ended 31 December 2020.

Principal Activities

The Group's principal activity is to invest in mining royalties across the natural resources sector. Its current activities are located in the United Kingdom, Australia, US, Zambia and Peru.  Trident is domiciled and incorporated in the England and Wales with registration number 11328666.

Review of Business

A review of the current and future development of the Group's business is given in the Strategic Report which forms part of, and by reference is incorporated in, this Directors' Report.

The Group's Financial Risk Management objectives and policies are discussed in note 21. The principal risks and uncertainties faced by the Group are set out below.

Results and Dividends

The results of the Group for the year ended 31 December 2020 are set out in the Consolidated Statement of Comprehensive Income. The Directors do not recommend the payment of a dividend for the year.

Directors and Directors' Interests

The Directors who served during the year to date are as follows:

Adam Davidson

Al Gourley (appointed 4 May 2020)

James Kelly

Helen Pein (appointed 18 September 2020)

Mark Potter      

The direct and beneficial shareholdings of the Board in the Company as at 31 December 2020 were as follows:

*2,700,000 shares held directly and 2,300,000 shares held through Albert C Gourley Professional Corporation, a corporation controlled by Mr. Gourley

Substantial Shareholders

As at 9 April 2021, the total number of issued Ordinary Shares with voting rights in the Company was 178,102,362. The Company has been notified of the following interests of 3 per cent or more in its issued share capital.

*2,700,000 shares held directly and 3,100,000 shares held through Albert C Gourley Professional Corporation, a corporation controlled by Mr. Gourley

Changes in Share Capital

Details of transactions during the year, and subsequent to the year-end, that increased the share capital of the Company are detailed in note 19.  As at 31 December 2020, 105,362, 556 ordinary shares of 1p were in issue.

AGM Notice

A separate communication will be sent to shareholders and published on the Group's website regarding the 2021 AGM.

Corporate Governance

The Group has set out its full Corporate Governance Statement below. The Corporate Governance Statement forms part of this Directors' report and is incorporated into it by cross reference.

Greenhouse Gas Disclosures

The Group is an investment company, with 4 full time employees and the Board of Directors and no head office, and therefore has minimal carbon emissions. It is not practical to obtain emissions data and as such none is disclosed.  Further information of the Group's environmental impact is give in its Environmental and Social Governance Statement.

Supplier payment policy

It is the policy and normal practice of the Group to make payments due to suppliers in accordance with agreed terms and conditions, generally 30 days. Where suppliers offer early settlement discounts, these may be taken advantage of.

Directors' Insurance

During the year, Directors and Officers Liability Insurance was maintained for Directors and other Officers of the Group.

Events after the Reporting Period

Events since the balance sheet date are included in note 25.

Going Concern

The financial position of the Group and cash flows as at 31 December 2020 are set out below.  The Group meets its day-to-day working capital and other funding requirements with its current cash, raised through equity placings and revenue from its cash generating royalties. The Group actively manages its financial risks as set out in note 21 and operates Board-approved financial policies, that are designed to ensure that the Group maintains an adequate level of headroom and effectively mitigates financial risks.

On the basis of current financial projections (at least 12 months from the date of the approval of the financial statements), the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence, and meet its liabilities as they fall due, for the foreseeable future. Accordingly,  the Directors consider it appropriate to adopt the going concern basis in preparing these financial statements.

COVID-19

In the light of COVID-19, we take this opportunity to confirm our commitment to the health and safety of our employees, consultants and advisors. Non-essential travel has been eliminated and the appropriate social distancing protocols are being observed. 

The Group has not been made aware of any significant issues at the operations in which it has made investments.  Whilst the mining sector as a whole has been affected by Covid - mainly in respect to their supply chains - their very nature (usually self-contained mine sites) has been such that mitigation of Covid is easier than in other industries.  The Board continues to monitor the impact of COVID-19 on the ability of the Group to continue to pursue its strategy and will make appropriate changes should they be required.  There is not considered to be any material impacts on the reporting financial position and results of the Group as a result of COVID-19 as at the reporting date.

Brexit

The UK completed its withdrawal from the EU effective 1 January 2021.  The Group has no current trading with the EU bloc and holds no assets in the region.  Whilst future investment in the region cannot be ruled out there is currently no material impact on the Groups investments as a result of Brexit.

Section 172 Statement

A statement of how the Board has performed its duties under section 172 of the Companies Act 2006 can be found in the Strategic Report.

Political Donations

During the year, the Group did not make any political donations.

Disclosure of information to Auditors

The Directors confirm that:

·      So far as each Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

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

Auditor

A resolution proposing the re-appointment of PKF Littlejohn LLP as auditor is contained in the Notice of Annual General Meeting and will be put to shareholders at the Annual General Meeting.

This Directors' Report has been approved by the Board and signed on its behalf by:

James Kelly

Non-Executive Chairman

12 April 2021    

Corporate Governance Statement

The Company is committed to maintaining the highest standards in corporate governance throughout its operations and to ensure all of its practices are conducted transparently, ethically and efficiently. The Company believes scrutinising all aspects of its business and reflecting, analysing and improving its procedures will result in the continued success of the Company and deliver value to shareholders. Therefore, and in accordance with the AIM Rules for Companies, the Company has chosen to formalise its governance policies by complying with the UK's Quoted Companies Alliance Corporate Governance Code 2018 ("QCA Code").

The 10 principles set out in the QCA Code are listed below, with an explanation of how the Company applies each of the principles and the reason for any aspect of non-compliance.