Last reviewed 4 February 2026
There is no prescribed corporate governance code for AIM companies and the London Stock Exchange prefers to give companies the flexibility to choose from a range of codes which suit their specific stage of development, sector and size.
The Chairman, Patrick Cheetham, has overall responsibility for the Corporate Governance of the Company. This Corporate Governance Statement was reviewed and amended by the Board on 4 February 2026.
The Board has adopted the 2023 QCA Corporate Governance Code (the “Code”) as the most suitable corporate governance code for the Company and applies the principles of the Code wherever possible and where appropriate to the Company’s size and available resources.
Set out below and in the following pages, and also set out on its website, are ten principles of the Code with an explanation of how the Company applies each principle and/or the reasons for any aspect of non-compliance.
The Board of Tertiary Minerals plc is composed of a Non-Executive Chairman (Patrick Cheetham), two independent Non-Executive Directors (Donald McAlister and Dr Mike Armitage), and a Managing Director (Dr Richard Belcher).
There are also three Board Committees: An Audit & Risk Committee, a Remuneration Committee and a Nomination Committee, each of which has been established to ensure proper governance and compliance with the Code.
This Corporate Governance Statement will be reviewed at least annually to ensure that the Company’s corporate governance framework evolves in line with the Company’s strategy and business plan.
Principle One: Establish a purpose, strategy and business model which promotes long-term value for shareholders.
The Company’s purpose is to responsibly explore for and then to develop mineral resources to deliver long-term value to shareholders and positive outcomes for its stakeholders.
The Company has a portfolio of exploration projects which are located in stable and democratic geologically prospective mining friendly jurisdictions. It has projects in Nevada, USA, and in recent years it has been building and developing a portfolio of mineral resource projects in Zambia.
The Company has a clearly defined strategy and business model, the details of which are set out in the Strategic Report of the Annual Report. Details of the challenges to the execution of the Company’s strategy and business model and how those will be addressed can be found in Risks and Uncertainties in the Strategic Report of the Annual Report.
The Board regularly reviews the progress of its projects and their development and periodically reviews how its strategy and business model contribute to the creation of sustainable value, taking account of financial, environmental and social drivers.
Principle Two: Promote a corporate culture that is based on ethical values and behaviours.
The Board recognises and strives to promote a corporate culture which is based on strong ethical and moral values. The Board also takes regular account of the significance of social, environmental and ethical matters affecting the business of the Group.
The Company practises responsible exploration as reflected in the Company’s Environmental, Social and Governance (“ESG”) Statement. By doing so the Board reduces project risk, avoids adverse environmental and social impacts, optimises benefits for all stakeholders while adding value to the Company’s projects.
The Group’s activities are carried out in accordance with the Company’s ESG policy to minimise negative environmental and social impact, and this policy is regularly reviewed. Where appropriate, all work is carried out after prior consultation with affected parties.
The Board ensures that the Company’s culture supports it purpose and values. Ethical behaviour, integrity, respect and environmental responsibility underpin all its activities and are re-enforced through the Company’s policies and codes.
The corporate culture of the Company is promoted to the Company’s employees, suppliers and contractors and is underpinned by the implementation and regular review, enforcement and documentation of various policies and codes: the Health & Safety Policy; the Environmental, Social and Governance Policy (“ESG Policy”); the Share Dealing Policy; the Bribery & Anti-Corruption Policy, the Bribery & Anti-Corruption Code of Conduct, the Privacy and Cookies Policy and the Social Media Policy. These policies and codes enable the Board and its employees to ensure that ethical values are recognised and respected.
Details of the Company’s ethical policies and its approach to ethical business practices are set out in the Environmental, Social and Governance Statement in the Annual Report and on the Company’s website.
The Board seeks to promote an open and inclusive work culture for its staff that fosters trust, respect and creativity. The Board takes account of the Company’s employees’ interests when making decisions, and suggestions from those employees aimed at improving the Group’s performance are welcomed. The Group will give full and fair consideration to applications for employment received regardless of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex or sexual orientation.
The Board monitors commentary on its purpose and culture through reports from the Board and staff and from stakeholder feedback.
Principle Three: Seek to understand and meet shareholder needs and expectations.
The Board is committed to maintaining good communication with its shareholders and investors and understanding their concerns and expectations. The Chairman, Managing Director and other members of the Board from time to time meet with shareholders and investors directly or through arrangements with the Company’s brokers to understand their investment requirements and expectations and to address their enquiries and concerns.
All shareholders are encouraged to attend the Company’s Annual General Meeting where they can meet and directly communicate with the Chairman and members of the Board. After the close of business at the Annual General Meeting, the Chairman makes an up-to-date corporate presentation and opens the floor to questions from shareholders.
The Chairman leads on ensuring that there is proactive engagement with shareholders on governance matters. The Chairs of the Audit & Risk, Remuneration and Nomination Committees make themselves available to meet with shareholders at Annual General Meetings to answer shareholder questions regarding the activities of their respective Committees.
Shareholders are also welcome to contact the Company via email at info@tertiaryminerals.com with any specific queries.
The Company also provides regulatory, financial and business news updates through the Regulatory News Service (RNS) and various media channels such as Proactive Investor, X (formerly known as Twitter), and LinkedIn. Shareholders also have access to information through the Company’s website, www.tertiaryminerals.com, which is updated on a regular basis and which includes the Company’s regulatory announcements and the latest corporate presentation on the Group. Contact details are also provided on the website.
Principle Four: Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success.
The Board’s primary goal is to create shareholder value in a responsible way that serves all stakeholders. The Board recognizes the importance of maintaining good relationships with all its stakeholders and practising responsible exploration in its project locations.
Environmental and social considerations are integral to the Company’s overall strategy and business model and ESG principles are now at the forefront of the Company’s governance.
Details of the Company’s ESG Policy and other governance policies, its approach to exploration and the recruitment of experienced and qualified personnel are set out in the Environmental, Social and Governance Statement in the Annual Report and on the Company website.
The Company has a broad range of stakeholders beyond its shareholders. These include the local communities in its exploration project locations, government and regulatory bodies, suppliers, contractors, consultants and local business partners The Board is committed to engaging positively with all its stakeholders in relation to its projects and for the Company to maintain sustainable relationships with them.
The Company maintains regular contact with the local communities in its exploration project locations, government and regulatory bodies, and also encourages feedback and local intelligence from them which is reported back to the Board.
The Company engages positively with local communities, regulatory authorities, suppliers and other stakeholders in its project locations and through regular communication and visits by the Chairman, staff members and local business associates, consultants and contractors. The Company encourages feedback through this engagement process which is reported back to the Board and which helps the Board to understand the needs and expectations of these stakeholders. It also helps the Board identify the key resources and foster the relationships on which the business relies.
The Group’s activities carried out in accordance with the ESG Policy have had only minimal environmental and social impact, and this policy is regularly reviewed. Where appropriate, all work is carried out after prior consultation with affected parties.
One further stakeholder group which is important to the Company and its culture are the Company’s employees. The Company’s employees play an important part in the delivery of our strategic objectives and positively contribute to the relationships which the Company has with the communities in which the Company operates. The Board seeks to promote an open and inclusive work culture for its employees that encourages staff expression and fosters trust, respect and creativity.
The health, safety and wellbeing of our employees is important to the Board as borne out by the Company’s policies, including the Health & Safety Policy, which has been established and is periodically updated. The Board believes the environment at its head office provides for an inclusive and engaging workplace for its employees where they can meet challenges and development opportunities in their employment.
Further details of the Company’s stakeholder engagement are set out in the Environmental, Social and Governance Statement in the Annual Report and on the Company website.
Principle Five: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats throughout the organisation.
The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible whilst recognising that its business opportunities carry an inherently high level of risk. The latest review was undertaken in November 2025.
The Company is developing a Risk Management Policy to encapsulate its risk management objectives and risk management strategies. The principal risks and uncertainties facing the Group at this stage in its development and in the foreseeable future are detailed in Risks and Uncertainties in the Strategic Report set out in the Annual Report, together with risk mitigation strategies employed by the Board.
All risks, including environmental and social risks which relate to the business, are recorded and monitored by the Board. Existing risks and emerging risks and the mitigation of such risks are regularly reviewed. The Board and the Audit & Risk Committee ensure appropriate internal controls are in place together with governance policies and compliance monitoring, to manage financial and operational risks. The Company’s internal controls are reviewed annually by the Company’s Auditor. The Company’s governance policies are set out in the Environmental, Social and Governance Statement in the Annual Report and on the Company website.
Assurance activities include regular Board oversight of its risk management effectiveness. Whilst considering existing and emerging risks and actively monitoring changes in the exploration and mining arena and regulatory developments, the Company’s risk framework also considers opportunities for value creation such as new projects, project advancement and strategic joint ventures which are aligned with the Company’s strategy to build a multi-project portfolio.
The Board places emphasis on transparency through regular communication and updates to shareholders and the stock market on the Company’s business and the risks and opportunities it faces. The Company’s approach to risk is aligned with good governance and demonstrates the Board’s commitment to promoting the Company’s long-term success.
Principle Six: Establish and maintain the board as a well-functioning, balanced team led by the chair.
The role of the members of the Board is to collectively agree the Group’s long-term direction and strategy, monitor the achievement of its business objectives and promote the interests of the Group. The members of the Board are also collectively responsible for maintaining and updating the Company’s corporate governance framework.
The Board meets formally four times a year for the purposes set out above and holds additional meetings when necessary to transact other business. The Board receives regular and timely reports for consideration on all significant strategic, operational and financial matters. Relevant information for consideration by the Board is circulated in advance of its meetings.
Further details on the Board’s meetings are provided in the Directors’ Report in the Annual Report. The Board is supported by the Audit & Risk, Remuneration and Nomination Committees, details of which, together with details of the Committee members and attendance records, can also be found in the Directors’ Report in the Annual Report. The Audit & Risk, Remuneration and Nomination Committees are each chaired by independent non-executive directors, thereby ensuring independent oversight.
The Board is comprised of a Non-Executive Chairman (Patrick Cheetham), two independent Non-Executive Directors (Donald McAlister and Dr Mike Armitage), and a Managing Director (Dr Richard Belcher). Details of the experience, skills and capabilities of the Directors are set out in Board of Directors in the Annual Report and their profiles can be viewed on the Company website here:
www.tertiaryminerals.com/board-of-directors
Whilst the Board only consists of four directors, the Board considers that the current Board structure is acceptable having regard to the size of the Group and the fact that it is not yet revenue-earning.
As the Company develops, the Board will have oversight of the Board’s requirements in terms of skills and experience and new members will be sought to strengthen the Board’s capability.
The Non-Executive Chairman, Patrick Cheetham, leads the Board and is responsible for maintaining the Board as a well-functioning, balanced team, ensuring that no individual or group dominates decision-making. The Chairman also oversees corporate governance and chairs the Nomination Committee, which applies rigorous and transparent procedures for Board appointments.
Patrick Cheetham is also currently the Chairman and Chief Executive Officer of Sunrise Resources plc (“Sunrise”). During the reporting period, Patrick Cheetham was employed as Chairman of Sunrise and his services as Chief Executive Officer of Sunrise were provided to Sunrise at cost, through a Management Services Agreement with the Company. However, since 1 January 2026, Patrick Cheetham has been employed directly by Sunrise in the capacity of Chairman and Chief Executive Officer. In the reporting period, Patrick Cheetham dedicated over 59% of his working time to the Company (2024: 59%).
The non-executive directors, Donald McAlister, Dr Mike Armitage and Patrick Cheetham, have committed the time necessary to fulfil their roles during the year and provide independent and objective judgment to Board decisions.
Non-executive directors are considered independent if they are independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. Despite serving as a non-executive director for more than nine years, Donald McAlister is considered by the Board to be independent using these criteria and the Board has greatly appreciated his contribution to the management of the Company over recent years.
The non-executive directors have nominal holdings of shares in the Company, largely as a result of taking shares in lieu of part of their directors’ fees, but also from nominal holdings of warrants and placing participation. The non-executive directors do not participate in performance related rewards.
At the Company’s Annual General Meeting, to be held on Thursday 19 March 2026, in accordance with the Articles of Association, Patrick Cheetham, Donald McAlister and Dr Richard Belcher will be put forward for re-election and election. Due to the size and nature of the business, and the fact that two of the four directors are already offered for re-election this year and one of the four directors is to be elected, the Board will not be following the Code recommendation that all directors are proposed for re-election. This recommendation will be reviewed on an annual basis.
Principle Seven: Maintain appropriate governance structures and ensure that individually and collectively, directors have the necessary up-to-date experience, skills and capabilities.
Patrick Cheetham, in his capacity as Non-Executive Chairman, has overall responsibility for the operation, leadership and governance of the Board and the Company’s approach to corporate governance. The Board is collectively responsible for delivering on the Company’s well-defined business strategy having due regard for the associated risks and opportunities. The Non-executives are responsible for bringing independent and objective oversight to Board decisions.
The Company’s corporate governance arrangements now in place are designed to support a corporate culture that understands and meets shareholder and stakeholder needs and expectations whilst delivering long-term value for shareholders. The Board regularly reviews its corporate governance framework to ensure it is effective and evolves with the Company’s strategy and business plan.
The Board is supported by the Audit & Risk, Remuneration and Nomination Committees, details of which, together with details of the Committee members and attendance records, can also be found in the Directors’ Report in the Annual Report. The Audit & Risk, Remuneration and Nomination Committees are each chaired by independent non-executive directors, thereby ensuring independent oversight.
The Board considers the current balance of sector, financial and public market skills and experience of its directors are relevant to the Company’s business and are appropriate for the current size and stage of development of the Company. The Board considers that it has the skills and experience necessary to execute the Company’s strategy and business plan and discharge its duties effectively.
The directors maintain their skills through membership of various professional bodies, attendance at mining conferences and through their various external appointments. Details of the current directors’ biographies are set out in Board of Directors in the Annual Report.
The Board receives regular and timely reports for consideration on all significant strategic, operational and financial matters. Relevant information for consideration by the Board is circulated in advance of its meetings.
All Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are observed. The Board also has access to and receives advice from its Nominated Adviser, the Company’s Auditor and lawyers as well as other advisers as and when advice or guidance is required.
All Directors are able to take independent professional advice, if required, in relation to their duties and at the Company’s expense. No external advice was sought by Board members in the last financial year.
Principle Eight: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.
The ultimate measure of the effectiveness of the Board is the Company’s progress against the long-term strategy and aims of the business. This progress is reviewed in Board meetings held at least four times a year.
The Board appreciates that an annual review of the Board’s performance is essential for effective governance and the development of the Board’s capabilities. A formal performance review of the Board and its Committees was conducted last year by way of an internal survey and an updated performance review of the Board and its Committees will be conducted later this year. In due course, it is planned for a performance review to be conducted by external advisers or consultants.
The Nomination Committee, which consists of the Chairman and the other two non-executive directors, meets at least once a year to lead the formal process of rigorous and transparent procedures for Board appointments. During its meetings, the Nomination Committee reviews the structure, size and composition of the Board, succession planning, leadership, key strategic and commercial issues, conflicts of interest, time required from non-executive directors to execute their duties effectively, the skills and experience of the Directors and the overall effectiveness of the Board.
The Board is aware of the need to refresh its membership from time to time and to match its skills set to those required for the development of its mineral interests and will consider appointing additional independent non-executive directors in the future.
Principle Nine: Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture.
Given the size of the Company and its Board, the Board’s remuneration approach has been designed to incentivise and retain its executive directors whose skills and experience are central to the Company delivering on its purpose and strategy. The Company has no senior management below Board level.
The Remuneration Committee meet regularly to discuss executive remuneration and to ensure that the executive directors are incentivised and motivated. The current remuneration arrangements for the Managing Director are relatively simple and comprise a combination of fixed salary and warrants and options. In addition, the Managing Director has an executive bonus scheme which is based on annual performance assessment.
The remuneration arrangements ensure alignment with shareholder interests and are appropriate in value for a company of Tertiary’s size and given its stage of development.
The Remuneration Committee considers both Company performance and the achievement of personal targets in determining executive rewards. The Remuneration arrangements for executives are regularly reviewed to ensure that the arrangements are in line with the Company’s culture.
The Code recommends that companies submit both their annual remuneration report and their remuneration policy to an advisory vote by shareholders. The Remuneration Committee is in the process of producing a full remuneration policy for the executives which will align the interests of the executive directors with the Board’s strategic objectives and with shareholder interests. Accordingly, the Company is not yet in a position to put a Remuneration Policy to a shareholders’ advisory vote. The Company intends to put the executive bonus scheme for the Managing Director to a shareholders advisory vote at a future Annual General Meeting and details of the executive bonus scheme are set out in the Remuneration Committee Report in the Annual Report.
Principle Ten: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders.
The Company regularly communicates with, and encourages feedback from, its shareholders who are its key stakeholder group. The Company’s website is regularly updated and users, including all stakeholders, can register to be alerted via email when material announcements are made. The Company’s contact details are on the website should stakeholders wish to make enquiries of management.
The Group’s financial reports for at least the past five years can be found here: www.tertiaryminerals.com/investor-media/financial-reports and the Company’s website also contains past regulatory announcements and Notices of Annual General Meetings.
The results of voting on all resolutions in general meetings are posted to the Company’s website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent votes.
