Page 1

ANNUAL REPORT AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

Annual Report and

Financial Statements

Year to 31 March 2023

COMPANY INFORMATION

Page 2

Directors

Patrick Doherty Chairman

Richard O'Shea Chief Executive Officer

John O'Connor Chief Financial Officer

David Blaney Chief Operating Officer

Antony Legge Non-executive Director

(appointed 27 October 2022)

Company secretary

John O'Connor

Registered number

482509

Registered Office & Business

Address

39 Castleyard

20/21 St Patrick's Road

Dalkey

Co. Dublin A96 W640

Republic of Ireland

Independent auditors

Lowry & Associates

70 Northumberland Road

Ballsbridge

Dublin D04 VH66

Republic of Ireland

Bankers

Bank of Ireland

46 Parliament Street

Kilkenny

Republic of Ireland

Solicitors

OBH Partners

Pembroke Street Upper

Dublin D02 AT22

Republic of Ireland

Financial Advisors

Novum Securities Ltd

2nd Floor,

7-10 Chandos Street

London W1G 9DQ

United Kingdom

Registrars

Computershare Investor Services (Ireland) Ltd

3100 Lake Drive

Citywest Business Campus

Dublin D24 AK82

Republic of Ireland

Annual Report and

Financial Statements

Year to 31 March 2023

CONTENTS

Page 3

Page

Chairman's Report

CEO’s Report

Board of Directors

Directors' Report

Risk Management Report

Corporate Governance Report

Audit Committee Report

Remuneration Committee Report

Directors’ Responsibility Statement

Independent Auditors' Report

Statement of Profit or Loss

Statement of Other Comprehensive Income

Statement of Financial Position

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

Annual Report and

Financial Statements

Year to 31 March 2023

CHAIRMAN’S REPORT

Page 4

As Chairman of Unicorn Mineral Resources Plc, a company focussing on metals exploration in Ireland

(primarily zinc), I am delighted to have been involved over the last two years in the transformation of

the Company leading to its listing on the London Stock Exchange on 27 October 2022 and, in the

process, raising c.€1.08m, before costs.

The proceeds of these funds are mainly being used for the exploration of Unicorn’s flagship project

around Kilmallock in Limerick, Ireland and I am delighted that the planned, three month drilling

program started in May 2023. Previous drilling on the Kilmallock Property has intersected significant,

high-grade zinc, lead, and silver mineralisation at a number of zones. With these licences being located

just 20km south of Glencore’s Pallasgreen Deposit, which has an inferred resource of 45 million tonnes

at 7.2% Zinc, we have high hopes for this area.

Unicorn is dedicated to creating shareholder value and your directors will strive over the next few years

to make Unicorn a successful exploration company. Unicorn is also aware of its corporate

responsibilities in an ever changing world. At Unicorn, we pride ourselves on being skilled, responsible

operators. We function with the clear mandate of being in full compliance with corporate standards,

applicable environmental laws, regulation and permit requirements.

I look forward to meeting shareholders, new and old, at this year’s Annual General Meeting in

September, where we hope to be able to update shareholders positively on Unicorn’s Kilmallock drilling

program.

Paddy Doherty

Chairman

Annual Report and

Financial Statements

Year to 31 March 2023

CHIEF EXECUTIVE’S REPORT

Page 5

I am pleased to deliver the first CEO’s statement since the Company’s listing on the London Stock

Exchange in October 2022.

Highlights

• Listed on the London Stock Exchange in October 2022, raising c.€1.08m gross (c.€0.84m net of

costs)

• Drilling permissions granted in April 2023

• Drilling programme at Kilmallock commenced in May 2023

• Assay results of the core samples from the drill programme expected in September 2023

• Loss for the year of c.€0.4m (2022: c.€0.5m)

• Year end cash balance of c.€0.5m, with net assets of c.€0.4m

Overview

The year to 31 March 2023 has been an exciting period that saw the fulfilment of the Company’s

ambition to achieve a listing on the London Stock Exchange. The Board recognised that a successful

exploration of the Company’s prospects required additional funding and that a listing on the London

market, with its base of sophisticated investors interested in mineral exploration, would be the best

path to securing the necessary finances.

Following the listing in October 2022, which raised €836,272 net of fees and expenses, it took a further

six months to gain the necessary licences and permissions, with the Geoscience Regulation Office

(GSRO) of the Department of Environment, Climate and Communications, confirming in April 2023 that

drilling may proceed on Unicorn’s Kilmallock licence area in the Limerick Basin. Groundwork carried

out following the listing in 2022, led to a detailed target review which revised the drilling plan to a three

stage, six hole drilling programme, comprising c.1,250m of drilling using a single rig. This commenced

in May 2023, with the drilling results expected to be assayed in August/ September 2023.

Update on Drilling Programme

The drilling programme at Kilmallock was designed to follow up on historic high grade Zinc, Lead,

Copper and Silver mineralisation previously discovered at Kilmallock by Boliden. It was proposed to

drill six exploration drill holes to test for Waulsortian Reef hosted Zinc, Lead, Copper and Silver massive

sulphide mineralisation. The original plan had been for 7 holes to an aggregate depth of 2,150m; but

this plan was refined through a detailed target review following groundwork carried out following the

listing in October 2022. The drilling plan was revised to a three stage, six hole drilling programme,

comprising c.1,250m of drilling using a single rig, as announced in May 2023. The proposed drilling

was located in a region where historic exploration has discovered, but left undefined and undelineated,

two high grade mineralised bodies at Ballycullane and Bulgaden. The Ballycullane mineralisation is

dominated by shallow, sub-outcropping oxides, probably related to a weathered massive sulphide

body. The Bulgaden zone is located 1.2km to the southeast and consists of primary, massive sulphide

mineralisation, rich in Zinc and Lead, with a significant Silver endowment.

The drilling programme was designed to test the base of the Waulsortian Reef target zone for

extensions to the currently defined zinc and lead rich mineralising system and to refine and define the

understanding of the geological / structural setting of the mineralising system. Priority Drilling Ltd. Are

Annual Report and

Financial Statements

Year to 31 March 2023

CHIEF EXECUTIVE’S REPORT (continued)

Page 6

the diamond drilling contractor and the rig, an Atlas Copco CS14, mobilised to site on 15 May 2023.

Visual analysis of the drill results indicate a major fault zone that is striking roughly north-south and

dipping steeply to the east, which is interpreted to control the historic mineralisation. The Company

has amended its drill programme to confirm the revised structural / geological model and test the more

prospective hanging-wall side of the fault.

The drilling programme is now expected to be completed by mid August 2023, the core samples will

then be despatched for analysis with the results due back in 4-6 weeks thereafter.

Financials

The main event of the year was the IPO, which raised €1,075,562 before expenses. This was on top of

the €292,500, also before expenses, raised in the pre-IPO round in the previous financial year, primarily

to meet the fees of the listing. Against this injection of cash aggregating to €1,368,062, the Company

incurred total professional fees and commissions of €419,076, giving a total cash injection over 2022

and 2023 of €948,986. Administrative expenses for the year to 31 March 2023 fell slightly to €424,579

(2022: €515,712), despite the inclusion of Director’s remuneration of €142,976 for the period from the

IPO (2022: €0), due to the write-off in 2022 of €291,619 on the surrendering of the Waterford licences.

Exploration expenses of €£72,367 (2022: €3,753) were capitalised.

Outlook

The next key step for the Company is completing the drilling programme on its flagship Kilmallock

property in the Limerick Basin in Ireland. The property has had some positive results from previous

drilling and is located 20km south of the Pallas Green project owned by Glencore. In addition, drilling

by another operator on the Ballywire prospect 10km to the east of Kilmallock has recently produced

some good results which is encouraging for the Limerick Basin in general. I look forward to updating

shareholders over the next few months as the assay results come to hand.

Richard O’Shea

Chief Executive

Annual Report and

Financial Statements

Year to 31 March 2023

THE BOARD

Page 7

Patrick Doherty, Non-Executive Chairman (appointed 1 July 2015)

Patrick Doherty is an Electrical Engineer with over 40 years of experience and is a Founding Partner,

Chairman and Managing Director of the Electro Automation Group of companies, based in Ireland and

operating across Europe since 1984 in Design, Commissioning and Maintenance of Car Parking Equipment,

Automatic Gates and Doors, Security Equipment, Access controls, and intelligent traffic system divisions in

tolling and one-off design engineering projects. Mr. Doherty is also the Chairman of Easytrip, which is

Ireland’s leading independent e-payment service in the transport industry.

Richard O’Shea, Chief Executive Officer (appointed 25 March 2010)

Richard O’Shea is a Mechanical Engineer with over 40 years of experience working as a Consultant

Mechanical Engineer specializing in the Design of Conveyor, Elevator and Packaging Systems for the Dairy,

Food, Pharmaceutical and Chemical Industries. He has been in senior management in a number of

engineering companies including 13 years as Technical Manager of Castle Conveyors and Elevators Limited

and 6 years as Chief Executive Officer and Director of Castle Automation Limited, both based in County

Kilkenny, Ireland. He has 25 years of experience working with exploration companies including 5 years as

Director and Chief Executive Officer of London AIM listed Ovoca Bio plc (formerly Ovoca Gold plc).

John O’Connor, Chief Financial Officer (appointed 25 March 2010)

John O’Connor, BBS, FCA, is a Chartered Accountant with over 25 years of experience in exploration

companies including as Chief Financial Officer of Ovoca Bio plc., Finance Director/Company Secretary for

SonCav Group and Managing Director for ECF Sovereign, which provides company secretarial and

incorporation services . He is a Member and Fellow of the Institute of Chartered Accountants in Ireland. Mr.

O’Connor has a BBS in Economics and Accounting from Trinity College, Dublin.

David Blaney, Chief Operating Officer (appointed 24 September 2013)

Dave Blaney, P.Geo., has 35 years of experience in the exploration industry and is the Founder and Partner

of BRG, where his work has focused on the Irish Midlands Orefield and where he has worked on a number

of significant Irish discoveries over the past 20 years including at the Lisheen Mine and Pallas Green project.

Previously, he worked for two major multinational mining and exploration companies, Noranda Exploration

Ireland Ltd., and Rio Tinto plc, holding a range of positions from junior Field Geologist to Country Manager.

Mr. Blaney is a Member of the Irish Association for Economic Geology, a Member of the Institute of

Geologists of Ireland, and a Member of the Federation of European Geologists. He has a M.Sc. in

Geotechnical Engineering, Design and Management from Nottingham Trent University

Antony Legge, Non Executive Director (appointed 27 October 2022)

Antony is an experienced plc director and a proven corporate financier, with many years of experience

working with small listed clients in the London stock markets, giving him a good understanding of the

pressures faced by growth companies and the importance of sound corporate governance. Antony has

worked for Dowgate Capital Advisers, Astaire Securities and Daniel Stewart & Co. Before becoming a

corporate financier, Antony worked as an equity analyst at Beeson Gregory and in investment management,

including a time at Imperial College Innovations with a portfolio of early stage university spinouts. Since

leaving Daniel Stewart, Antony has worked as a nonexecutive director on various companies. Antony is

Chairman of the Parish Finance and General Purposes Committee of his local Catholic Church. He has a BSc

in Economics and Accounting from Bristol University.

Annual Report and

Financial Statements

Year to 31 March 2023

DIRECTORS’ REPORT

Page 8

General Information

The Company is a public limited company with its shares admitted to the Official List (by way of

Standard Listing under Chapter 14 of the Listing Rules) of the London Stock Exchange’s Main Market

for listed securities and is incorporated and domiciled in the Republic of Ireland. The address of its

registered office is 39 Castleyard, 20/21 St Patrick’s Road, Dalkey, Co. Dublin. The registered number

of the company is 482509.

Principal Activities and Review of Business

The principal activity of the Company during the period was the exploration for minerals and precious

metals. The Company’s activities are carried out solely in the Republic of Ireland. The review of the

business and future strategy is covered in the Chairman’s Report on page 4 and the Chief Executive’s

Report on pages 5-6

Results and Dividends

Exploration expenses, which are capitalised, increased to €72,367 (2022: €3,753), with the loss for the

financial year amounting to €424,579 (2022: €515,712). The Directors do not recommend payment of

a dividend.

At the end of the financial year, the Company had assets of €766,028 (2022: €266,893) and liabilities

of €340,332 (2022: €119,547). The net assets of the Company had increased to €425,393 (2022:

€147,346).

Financing

On 27 October 2022 floated on the standard segment of the Standard List of the London Stock

Exchange, raising €1,075,562 before listing costs (€836,272 after listing costs) through the issue of

9,300,000 ordinary shares at a price of £0.10 per share.

Key Performance Indicators (KPIs)

The Board monitors the activities and performance of the Company on a regular basis and uses both

financial and non-financial indicators to assess the Company’s performance.

Non-financial KPIs

The KPI for year to 31 March 2023 was the IPO in October 2022 and the raising of funding for the initial

stage of the drilling programme on the Kilmallock properties alongside further ground geophysics at

the Lisheen property.

The KPI for 2023/2024 is to carry out this exploration programme.

Annual Report and

Financial Statements

Year to 31 March 2023

DIRECTORS’ REPORT (continued)

Page 9

Financial KPIs

The current financial KPIs are to raise sufficient funds to meet the Company’s exploration programme

and to continue to grow the Company’s asset base through the exploration of its mineral licences.

Units

Year to

31 March 2023

Year to

31 March 2022

Gross Funds Raised

€’s

1,075,562

292,500

Exploration Costs Capitalised

€’s

72,367

3,753

Intangible Assets

€’s

167,879

95,512

Events after the reporting date

The main event in the Company’s development following the year end was the commencement in May

2023 of the drilling programme. There has been no event that would have resulted in a change to the

accounts (see also Note 22 to the Financial Statements).

Capital Structure and Issue of Shares

Details of the Company’s share capital, which comprises 27,755,664 ordinary shares, together with

details of the movements during the year are set out in Note 16 to the Financial Statements. The

Company has one class of ordinary share which carries no right to fixed income. There are no

restrictions on the transfer of shares

Significant Shareholders

The Company has been notified that, in addition to the interest of the Directors set out below, as at 31

March 2023 and the date of this report, the following shareholders own 3% or more of the issued share

capital of the Company:

28 July 2023

31 March 2023

Shareholder

Number of

Percentage of

issued Share

Capital

Number of

Percentage of

Issued Share

Capital

Evelyn Partners

2,700,000

9.73%

2,700,000

9.73%

Sanderson Capital Partners Ltd

2,000,000

7.21%

2,000,000

7.21%

Woodland Capital Limited

1,450,000

5.22%

1,450,000

5.22%

John McKeon

1,000,000

3.60%

1,000,000

3.60%

B.R.G. (Geotechnics) Ltd

886,033

3.19%

886,033

3.19%

Notes

1. David Blaney is a director of B.R.G. (Geotechnics) Ltd but no longer a shareholder.

The Directors have not been notified of any other holding of 3% or more in the capital of the Company.

Annual Report and

Financial Statements

Year to 31 March 2023

DIRECTORS’ REPORT (continued)

Page 10

Warrants and Options

As at 31 March 2022, there were warrants unexercised for a total of 10,000,000 Ordinary shares at a

strike price of £0.10. The Company issued warrants for a further 1,001,000 Ordinary shares at a strike

price of £0.10 on 27 October 2022 as part of the IPO. At the balance sheet date of 31 March 2023,

there were warrants unexercised for a total of 11,001,000 Ordinary shares; which expire between 19

October 2026 and 27 October 2027, as set out in Note 18 to the Financial Statements.

As at 31 March 2023, there were 3,700,000 unexercised options, as set in Note 18 to the Financial

Statements. 3,600,000 of these options are held by directors, as set out below and.

Directors’ Interests

As at the date of this report, the interests of the directors in the ordinary shares of the Company are

as follows:

As at 31 March 2023

As at 31 March 2022

Director

Options

Patrick Doherty

980,500

3.53

900,000

780,500

4.23

900,000

Richard O’Shea

1,150,000

4.14

1,100,000

1,050,000

5.69

1,100,000

John O’Connor

250,000

0.90

600,000

250,000

1.35

600,000

David Blaney

370,000

1.33

900,000

370,000

2.00

900,000

Antony Legge

0.0

100,000

0.00

2,750,500

9.9

3,600,000

2,450,500

13.27

3,500,000

Notes:

1. These figures include the 125,000 ordinary shares Patrick Doherty’s wife, Orla O’Donnchadha.

2. These figures include the 300,000 ordinary shares and 200,000 options held by Richard O’Shea’s

wife, Mary.

3. This figure does not include the 886,033 shares in the Company held by B.R.G (Geotechnics) Ltd,

of which David Blaney is a director. David Blaney and his wife owned 50% of B.R.G (Geotechnics)

Ltd until July 2023. David Blaney and his wife no longer hold shares in B.R.G (Geotechnics) Ltd.

As at the date of these Financial Statements, there have been no changes to the Directors’ holdings

since the date of the year end.

Transactions Involving Directors

Save as set out below and other than as disclosed in Note 11 to the Financial Statements, there have

been no contracts or arrangements of significance during the year in which the Directors of the

Company were interested.

Managing Conflicts of Interest

The Companies Act 2014 (Ireland) permits the directors of public companies to authorise director’s

conflicts and potential conflicts of interest, where appropriate, and the Company’s Constitution contain

provisions to this effect.

Annual Report and

Financial Statements

Year to 31 March 2023

DIRECTORS’ REPORT (continued)

Page 11

The Company engaged B.R.G. (Geotechnics) Ltd during the year ended 31 March 2023 for the provision

of geological services for which it incurred costs of €56,544 (exclusive of VAT). The Company has

engaged BRG for these services since 2010. David Blaney who is a director of the Company is also a

director of B.R.G. (Geotechnics) Ltd and until 1 July 2023, with his wife, owned 50% of B.R.G.

(Geophysics) Ltd.

Corporate Governance

A statement on Corporate Governance is set out on pages 17 to 22.

The Company’s corporate governance policies and procedures will continue to be reviewed regularly

and may change further as its business develops and in response to further regulatory and other

relevant guidance.

Gender Analysis

A split of the directors by gender at the end of the financial year is: Male: 5 and Female: Nil. The

Company has no employees other than the Directors. The Board recognises the need to operate a

gender diverse business and will ensure that any future employment or changes to the Board considers

the necessary diversity requirements and compliance with all employment law. The Board is satisfied

that it has the experience and sufficient training and qualifications to operate this business at this stage

of its development.

Climate Related Financial Disclosures

The Company is working towards implementing the recommendations of the Task Force on Climate-

Related Financial Disclosures (“TCFD”). As the Board’s understanding of the impacts of climate change

and possible responses continue to evolve, the Directors will refine their assessment of climate-related

risks and pursue further initiatives to enhance the Company’s climate resilience and climate-related

financial disclosures.

The Board Is responsible in overseeing the Company’s environmental, safety and health, and corporate

social responsibility programmes, policies, and will put into place measures to monitor performance

on these matters, and constantly strives to reduce the environmental impact of its operations.

Electoral Act 1997

The Company did not make any political donations during the year (2022 : € Nil).

Going Concern

The financial position of the Company and its cashflows are set out in the Financial Statements

accompanying this report. As at 31 March 2023, the Company had net cash and cash equivalents of

c€532,000. As at the date of this report, and having completed most of the planned drilling

programme, the Company’s net cash and cash equivalents stand at c€183,000.

The Directors have reviewed the Company’s monthly cash flow forecasts and conclude that the

Company has sufficient funds to continue operating into 2024. Thereafter, the Company will need to

Annual Report and

Financial Statements

Year to 31 March 2023

DIRECTORS’ REPORT (continued)

Page 12

raise further funds to continue operations. Additional finds will also be needed for the next phase of

the Company’s exploration plans for the Kilmallock and Lisheen properties.

The Directors have concluded that these circumstances give rise to a material uncertainty relating to

going concern, arising from events or conditions that may cast significant doubt on the entity’s ability

to continue as a going concern if a further fund raise was unsuccessful. However, considering the

recent successful listing in October 2022, the Directors are confident that they can continue to adopt

the going concern basis in preparing the Financial Statements. The Financial Statements do not include

any adjustment that may arise in the event that the Company is unable to raise finance, realise its

assets and discharge its liabilities in the normal course of business. The assessment as to whether the

going concern basis is appropriate has also taken into account all information available up to the date

of authorisation of these Financial Statements and the Directors are not aware of any other indicators

which would give doubt to the going concern status of the Company.

Compliance Statement

The directors are responsible for securing the Company’s compliance with its relevant obligations

(compliance with both company and tax law) and with respect to each of the following three items,

the Directors confirm that it has been done.

The Directors confirm:

• the existence of a compliance policy statement;

• appropriate arrangements or structures put in place to secure material compliance with the

company’s relevant obligations;

• a review of such arrangements and structures has taken place during the year.

Accounting records

The measures taken by the Directors to ensure compliance with the requirements of Sections 281 to

285, Companies Act 2014, regarding proper books of accounts, are the implementation of necessary

policies and procedures for adequately recording transactions, the employment of competent

accounting personnel with appropriate expertise and the provision of adequate resources to the

finance function. The Directors also ensure that the Company retains the source documentation for

these transactions. The books of accounts of the Company are maintained at 39 Castleyard, 20/21 St

Patrick’s Road, Dalkey, Co Dublin.

Auditors

The London listing required a change of auditors, and after MFOR Audit Services Limited t/a Brophy

Gillespie Chartered Accountants resigned, the company appointed Lowry & Associates, Chartered

Accountants as our auditors.

The new auditors, Lowry & Associates, Chartered Accountants have indicated their willingness to

continue in office in accordance with the provisions of section 383(2) of the Companies Act 2014.

Annual Report and

Financial Statements

Year to 31 March 2023

DIRECTORS’ REPORT (continued)

Page 13

Statement on Relevant Audit Information

In accordance with section 330 of the Companies Act 2014, so far as each of the persons who are

directors at the time this report is approved are aware, there is no relevant audit information of which

the statutory auditors are unaware. The Directors have taken all steps that they ought to have taken

to make themselves aware of any relevant audit information and they have established that the

statutory auditors are aware of that information.

This report was approved by the Board on 28 July 2023 and signed on its behalf by:

Paddy Doherty Richard O’Shea

Director Director

Annual Report and

Financial Statements

Year to 31 March 2023

RISK MANAGEMENT REPORT

Page 14

Risk management is one of the core responsibilities of the Board and it is central to the decision-making

process. The Board’s fundamental duties as to management are:

• Assessing (quantitively and qualitatively) the principal risks to the Company. Principal risks

are those risks or combination of risks that could seriously affect the performance, future

prospects or reputation of the Company;

• Recognising and assessing emerging risks. Emerging risks are those which have not yet

occurred but are at an early stage and anticipated to increase in significance over the medium

to long term time horizon; and

• Risk management oversight and promotion of a risk mitigation culture.

Risk management is designed to manage, rather than eliminate the risk of failure to achieve the

Company’s business objectives and can only provide reasonable and not absolute assurance against

material misstatement or loss.

The Directors have carried out a robust assessment of the principal risks facing the Company, including

those that threaten its business model, future performance, solvency or liquidity. They consider that

the following are the principal risk factors that could materially and adversely affect the Company’s

future operating results or financial position.

Exploration Risk

There is no assurance that the Company’s exploration and development activities will be successful,

and statistically few properties that are explored are ultimately developed into profitable producing

mines. The risk is mitigated by conservatively managing exploration funds such that subsequent

exploration expenditures are not committed until results from previous stages have been evaluated.

Exploration and development activities may be delayed or adversely affected by factors outside the

Company’s control, in particular: climatic conditions, existence of commercial deposits of zinc and

other minerals, unknown geological conditions; remoteness of locations; actions of governments or

other regulatory authorities (relating to, inter alia, the grant, maintenance or renewal of any required

authorisations, environmental regulations or changes in law).

Licence risk

The Company’s exploration activities are dependent upon the grant of appropriate licences,

concessions, leases, permits and regulatory consents which may be withdrawn or made subject to

limitations or performance criteria. Under its licences and certain other contractual agreements to

which the Company is or may in the future become party, the Company is or may become subject to

payment and other obligations. In particular, the Company may be required to expend the funds

necessary to meet the minimum work commitments attaching to its licences. Failure to meet these

work commitments will render the licences in question liable to be revoked. Further, if any contractual

obligations are not complied with when due, in addition to any other remedies which may be available

to other parties, this could result in dilution or forfeiture of interests held by the Company. The

Company may not have or be able to obtain financing for all such obligations as they arise.

Annual Report and

Financial Statements

Year to 31 March 2023

RISK MANAGEMENT REPORT (continued)

Page 15

Estimates of mineral reserves and mineral resources

Estimates of mineral reserves and mineral resources for exploration and development projects are, to

a large extent, based on the interpretation of geological data obtained from drill holes and other

sampling techniques and feasibility studies which derive estimates of costs based upon anticipated

tonnage and mineralization grades to be mined, extracted and processed, the configuration of the

areas of mineralization, expected recovery rates, estimated operating costs, anticipated climatic

conditions and other factors. Mineral resource estimates are estimates only and no assurance can be

given that any particular grade, stripping ratio or grade of minerals will in fact be realised or that an

identified reserve or resource will ever qualify as a commercially mineable (or viable) deposit which

can be legally and economically exploited. As a result of these uncertainties, there can be no assurance

that any potential mineral resources programmes will result in profitable commercial mining

operations.

Commodity Price Risk

The demand for, and price of zinc and other minerals is dependent on global and local supply and

demand, actions of governments or cartels and general global economic and political developments.

Economic Risk

The business and exploration environment is subject to volatility and geopolitical issues. Recent higher

levels of inflation may impact on the purchase price of materials and services to the Company, and of

the availability of these materials and services.

Reliance on third parties

The Company is reliant on third party service providers for drilling and geological reporting. There can

be no assurance that such parties will be able to provide these services in the time scale and at the

cost anticipated by the Company. In the event that the identified parties are unable to provide these

services, alternative third parties will be sourced and engaged, however this may have an impact on

timing and anticipated costs to enable the Company to execute its strategy.

Access to land to carry out exploration activity is at the gift of the landowner. The licence does provide

legal rights of access but these are not normally exercised. It is critical that the Company maintains

good relationships with relevant landowners to ensure access to land to carry out work.

Key Personnel

The Company has a small management team, and the loss of a key individual could have an adverse

effect on the future of the Company’s business. The Company’s future success will also depend in large

part upon its ability to attract and retain highly skilled personnel. There can be no assurance that the

Company will be successful in attracting and retaining such personnel. The Company seeks to create a

workplace that attracts, retains, and engages its workforce. Efforts are also made to attract new talent

and skilled people.

Annual Report and

Financial Statements

Year to 31 March 2023

RISK MANAGEMENT REPORT (continued)

Page 16

Environmental Risk

There may also be unforeseen environmental liabilities resulting from both the future and/or historic

exploration or mining activities, which may be costly to remedy. In addition, potential environmental

liabilities as a result of unfulfilled environmental obligations by the previous owners may impact the

Company. Environmental management systems are in place to mitigate environmental hazard risks.

The Company uses advisors with specialist knowledge in mining and related environmental

management for reducing the impacts of environmental risk.

Climate Change Risk

Climate change and associated legislation or regulatory actions to reduce its impact may affect the

Company’s suppliers and business model, and consequently may affect its operations and growth. This

impact could be amplified by the perception that the Company is undertaking activities that are

harmful to the environment.

Uninsured risk

The Company, as a participant in exploration and development programmes, may become subject to

liability for hazards that cannot be insured against or third-party claims that exceed the insurance

cover. The Company may also be disrupted by a variety of risks and hazards that are beyond control,

including geological, geotechnical and seismic factors, environmental hazards, industrial accidents,

occupational and health hazards and weather conditions or other acts of God.

Financial Risk

Financial risk is addressed in Note 20 to the Financial Statements.

Exchange Rate

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates

against the Company’s reporting currency, Euros. The Company expects to continue to raise funds in

London and Europe in sterling. The Company conducts its business in the Republic of Ireland and its

expenditures are denominated in Euros. The Company has not hedged its exposure to currency

fluctuations.

Financing Risk

The development of the Company’s properties will depend on the its ability to obtain financing through

the raising of equity capital, joint venture of projects, debt financing, farm outs or other means. There

is no assurance that the Company will be successful in obtaining the required financing. If the Company

is unable to obtain additional financing as needed, some interests may be relinquished, and/or the

scope of the operations reduced.

Annual Report and

Financial Statements

Year to 31 March 2023

CORPORATE GOVERNANCE REPORT

Page 17

The Directors recognise the importance of corporate governance and ensuring that appropriate

corporate governance procedures are in place. The Company has decided to comply with the Quoted

Companies Alliance corporate governance guidelines for quoted companies (“QCA Code”), which is

specifically designed for growing companies, as the corporate governance framework to ensure

adequate corporate governance standards as befits the nature of the Company’s business and the stage

attained in the continuing evolution of the Company, and in-line with its corporate strategy and

business goals. As a Company with a Standard Listing, the Company is not required to comply with the

provisions of the UK Corporate Governance Code.

The QCA Code sets out 10 principles, which are listed below with an explanation of how Unicorn

Mineral Resources plc applies each of the principles and the reason for any aspect of non-compliance.

The same information can be viewed at the following link

http://unicornmineralresources.com/corporate-governance/.

The QCA Code is available from the QCA at https://www.theqca.com/shop/guides/

1. Establish a strategy and business model which promote long-term value for shareholders

The Company’s strategy is to explore for zinc (and associated metals such as lead and silver) in Ireland,

one of the most prospective countries in the world for zinc (as well as Europe’s largest producer) and

where zinc projects have recently attracted major investment. Our objective is to create shareholder

value by Unicorn Mineral Resources plc being regarded as a leading junior metals explorer in Ireland,

as a preferred investment and/or as a preferred joint venture partner for larger mining companies and

investment funds.

Unicorn Mineral Resources plc will also seek further opportunities in Ireland and in safe jurisdictions

beyond Ireland as long as those jurisdictions are attractive in terms of mineral prospectivity, security

of tenure and overall political stability.

The Company intends to deliver on its strategy by: (1) defining additional reserves and resources at its

projects and surrounding licence areas; (2) securing appropriate funding; (3) maintaining a flat, low-

cost organisational structure; and (4) use our reputation and knowledge to be alert to emerging

opportunities, adapting our strategies accordingly.

2. Seek to understand and meet shareholder needs and expectations

The Board is committed to maintaining good communication and having constructive dialogue with its

shareholders. Through shareholder feedback, the Company ensures that it remains in touch with the

information requirements of our shareholders, their expectations regarding their investment, and the

motivation behind their voting decisions. The Director’s consider shareholders’ motivations and

expectations to be broadly correlated with that of the Company and the Company’s strategy

Currently, no third party research on the Company and its prospects is being published and the

Company has undertaken limited investor relations activity whilst the initial exploration drilling has

been carried out. The Company will review this as circumstances change and the initial drilling results

are available.

Annual Report and

Financial Statements

Year to 31 March 2023

CORPORATE GOVERNANCE REPORT (continued)

Page 18

Investors have access to current information on the Company though its website

(www.unicornmineralresources.com) and the Company provides regulatory, financial and business

news updates through the Regulatory News Service. In addition, all shareholders are encouraged to

attend the Company’s Annual General Meeting.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term

success

The Board is committed to having the highest degree possible of corporate social responsibility in how

the Company undertakes its activities. We aim to have an uncompromising stance on health, safety,

environment and community relations. The Company policy is that all activities are carried out in

compliance with safety regulations, in a culture where the safety of personnel is paramount. Unicorn

Mineral Resources plc will ensure an appropriate level of contact and negotiation with all stakeholders

including operating partners, landowners, community groups and regional and national authorities.

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

organisation

The Board is responsible for the Company’s system of internal controls, the setting of appropriate

policies on those controls, the regular assurance that the system is functioning effectively and that it is

effective in managing business risk.

The Board regularly reviews the risks to which the Company 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. It is ultimately responsible for the

management, governance, controls, risk management, direction and performance of the Company.

The principal risks and uncertainties facing the Company at this stage in this development and in the

foreseeable future are detailed in on pages 14-16. The Company’s financial risk management policies

are set out in Note 20 to the Financial Statements.

5. Maintain the board as a well-functioning, balanced team

The Board currently consists of five directors: Non-Executive Chairman, Patrick Doherty; Chief

Executive Officer, Richard O’Shea; Chief Finance Officer (and Company Secretary), John O’Conner; Chief

Operating Officer, Dave Blaney; and one Non-Executive Director, Antony Legge. This is not in

compliance with the QCA Code, which requires at least two independent non-executive directors.

However the Board considers that appropriate oversight of the Company is provided by the currently

constituted Board having regard to the current size and resources of the Company.

All directors are subject to re-election intervals as prescribed in the Company’s Articles of Association.

At each Annual General Meeting one-third of the Directors who are subject to retirement by rotation,

shall retire from office. They can then offer themselves for re-election.

Given its relatively small size, the Company has no formal succession planning process in place.

Executive directors of the Company are required to work such hours as are required to fulfil their

obligations to the Company and have service contracts with a 4-week notice period. They are not

precluded from having other outside business commitments.

Annual Report and

Financial Statements

Year to 31 March 2023

CORPORATE GOVERNANCE REPORT (continued)

Page 19

Non-executive directors have letters of appointment with a 4-week notice period and are required to

be available to attend Board meetings and to deal with both regular and ad hoc matters. Their letters

of appointment provide no indicative time commitment, but they are required to devote sufficient time

as may reasonably be necessary for the proper performance of their duties.

The Board held four scheduled meetings during the year, during which the Board received reports for

consideration on all significant strategic, operational and financial matters.

The Audit Committee, which is chaired by Antony Legge, with Patrick Doherty and John O’Connor being

the other members of the committee, met once during the year.

The Remuneration Committee, which is chaired by Patrick Doherty, with Antony Legge and Richard

O’Shea being the other members of the committee, met once during the year.

There was a full attendance by all Board members at the Board and Committee meetings during the

year.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and

capabilities

The Board considers the current balance of sector, financial and public market skills and experience of

its Directors is appropriate for the size and stage of development of the Company and that its Directors

(whose biographies are set out on page 7) have the skills and requisite experience necessary to

constructively challenge and execute the Company’s strategy and discharge their fiduciary duties

effectively. The Board is committed to ensuring diversity of skill and experience.

The Board delegates certain of its responsibilities to the Board Committees, listed within this report,

which have clearly defined terms of reference. All Directors have access to the advice and services of

the Company’s solicitors and the Company Secretary, who is responsible for ensuring that all Board

procedures are followed. Any Director may take independent professional advice at the Company’s

expense in the furtherance of his duties.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous

improvement

The Company adopted its Corporate Governance Code in October 2022, on its admission to the Main

Market of the London Stock Exchange and so no evaluation occurred in the year to 31 March 2023.

The first performance evaluation process is scheduled to be carried out for the financial year to 31

March 2024.

The review will conclude on the Board performance, on the performance of Committees and on the

performance of individual Directors, including the Chairman. Key areas identified in the review will be

considered and evaluated. The Chairman will oversee their implementation in the period following the

review.

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

The Directors are committed to maintaining high standards of corporate governance, integrity, and

social responsibility, commensurate with the size, stage of development and financial status of the

Company, and to managing the Company in an efficient, honest, ethical and transparent manner.

Annual Report and

Financial Statements

Year to 31 March 2023

CORPORATE GOVERNANCE REPORT (continued)

Page 20

The corporate culture of the Company is promoted throughout its employees and contractors and is

underpinned by compliance with local regulations and the implementation and regular review and

enforcement of various policies, including Health & Safety Policy, Share Dealing Policy, and Privacy

Policy. The Company policy is that all Company activities are carried out in compliance with safety

regulations, in a culture where the safety of personnel is paramount. The Company will ensure an

appropriate level of contact and negotiation with all stakeholders including landowners, community

groups and regional and national authorities.

The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of

the Company and that this will impact performance. The Board is very aware that the tone and culture

set by the Board will greatly impact all aspects of the Company and the way that employees behave.

The exploration for, and development, of mineral resources can have significant impact in the areas

where the Company and its contractors are active and it is important that the communities in which

we operate view the Company’s activities positively. Therefore, the importance of sound ethical values

and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.

The Board places great importance on this aspect of corporate life and seeks to ensure that this is

reflected in all the Company does.

9. Maintain governance structures and processes that are fit for purpose and support good decision-

making by the board

Roles and Responsibilities of the Board

The Board has overall responsibility for all aspects of the business. The Board’s role is to agree the

Company’s long-term direction and strategy and monitor achievement its business objectives, while

ensuring that they are properly pursued within a robust framework of risk management and internal

controls. The Board meets formally at least four times a year for these purposes and holds additional

meetings when necessary to transact other business. The matters reserved for the Board include:

• determining strategy and policy;

• reviewing and ratifying risk management and compliance systems and controls;

• approving major capital expenditure, acquisitions and disposals;

• approving and monitoring budgets and the integrity of financial reporting;

• approving interim and annual financial reports;

• approving significant changes to the organisational structure;

• approving any issues of shares or other securities;

• ensuring high standards of corporate governance and regulatory compliance;

• setting the remuneration of non-executive Directors; and

• the appointment of the Company’s auditors.

The Chairman’s role involves the leadership of the Board and he is responsible for overseeing the

running of the Board, ensuring that no individual or group dominates the Board’s decision-making and

ensuring the non-executive director is properly briefed on all operational and financial matters. The

Chairman also has overall responsibility for corporate governance matters in the Company.

The Chief Executive leads the Company’s executive management team in the execution of its strategy.

He also plays a pivotal role in developing and reviewing the strategy in consultation with the Board and

in engaging with shareholders.

The Chief Financial Officer has responsibility for assessing financial controls, including the preparation

and review of the Company’s financial statements. As the Company Secretary, he also is responsible

Annual Report and

Financial Statements

Year to 31 March 2023

CORPORATE GOVERNANCE REPORT (continued)

Page 21

for ensuring that Board procedures are followed, and applicable rules and regulations are complied

with.

The Chief Operating Officer is responsible for overseeing the Company’s exploration and drilling

programme and for engaging with landowners where drilling is to occur.

The Board is supported by the Audit and Remuneration committees. Due to its size, the Company does

not have a Nomination Committee. The Board carries out the tasks and responsibilities of a

Nomination Committee.

Audit Committee

The Audit Committee is responsible for ensuring that the financial information of the Company is

properly reported on and monitored, including by conducting reviews of the annual and interim

accounts, results announcements, internal control systems and procedures and accounting policies

and compliance and meeting with the auditors and reviewing findings of the audit with the external

auditor.

The Audit Committee also is responsible for considering and making recommendations to assist the

Board on the appointment of the auditors and the audit fee; including reviewing the scope and results

of the audit and considering the cost-effectiveness, independence and objectivity of the auditor, taking

account of any non-audit services provided by them.

As the Company has not established a dedicated compliance committee, the Audit Committee is tasked

also with monitoring and reviewing the Company’s risk management procedures and arrangements

for compliance by the Company.

The Audit Committee is chaired by the non-executive director, Antony Legge, and includes the

Chairman, Patrick Doherty, and the Chief Financial Officer and Company Secretary, John O’Connor.

Remuneration Committee

The Remuneration Committee is chaired by the Chairman, Patrick Doherty, and includes the Chief

Executive Officer, Richard O’Shea, and the non-executive director, Antony Legge. The Remuneration

Committee meets at least once a year to determine, within agreed terms of reference and taking into

consideration external data and comparative third party remuneration, the Company’s policy on the

remuneration of executives and specific remuneration packages for Directors, including incentive

payments or awards. The Remuneration Committee is also responsible for recommending and/or

approving grants of awards under the Company’s share option plan.

Share Dealing Policy

The Company has an established code for Directors’ and employees’ dealings in securities that sets out

the requirements and procedures for the Board and applicable employees’ dealings in any of its

Ordinary Shares in accordance with the provisions of UK Market Abuse Regulation and is appropriate

for a company whose securities are traded on the London Stock Exchange.

Annual Report and

Financial Statements

Year to 31 March 2023

CORPORATE GOVERNANCE REPORT (continued)

Page 22

10. Communicate how the company is governed and is performing by maintaining a dialogue with

shareholders and other relevant stakeholders

The Board is committed to maintaining good communication and having constructive dialogue with its

shareholders. Investors have access to current information on the Company though its website

www.unicornmineralresources.com and through the Non-Executive Chairman who is available to

answer investor relations enquiries. In addition, all shareholders are encouraged to attend the

Company’s Annual General Meeting.

The Company’s financial reports can be found here: https://unicornmineralresources.com/share-

holder-information/.

A complete history of Investor Notices can be found here: https://

unicornmineralresources.com/regulatory-news-alerts/

Departures from the QCA Code

Principle 5: The Board should have at least two independent non-executive directors – The Company

has only one independent non-executive director. This is not in compliance with the QCA Code, which

requires at least two independent non-executive directors. However the Board considers that

appropriate oversight of the Company is provided by the currently constituted Board having regard to

the current size and resources of the Company.

Principle 7: Regular review of the Board’s performance – The Company did not carry out a review in

the year to 31 March 2023 as the QCA Code was only adopted during this year. A review will be carried

out for the year to 31 March 2024.

Annual Report and

Financial Statements

Year to 31 March 2023

AUDIT COMMITTEE REPORT

Page 23

The Audit Committee is responsible for ensuring that the financial information of the Company is

properly reported on and monitored, and for considering and making recommendations to assist the

Board on the appointment of the auditors and the audit fee. The Audit Committee is also responsible

for monitoring the Company’s risk management and compliance processes.

As the Company’s previous auditor, MFOR Audit Services Limited t/a Brophy Gillespie Chartered

Accountants, did not hold the necessary public interest entity registration in Ireland, it was necessary

for the Company to appoint a new auditor. Following discussions with several potential firms in

Ireland, the Committee recommended the appointment of Lowry & Associates, based in Ballsbridge,

Dublin.

This year, following the Company’s listing in October 2022, a charge in relation to the fair value of the

options and warrants issued by the Company has been included in the Financial Statements. The

details of the impact of this change can be found in Note 18 to the Financial Statements. There has

been no re-statement of the 2022 audited numbers.

The only key audit matter identified by the independent auditor was in relation to the valuation and

recoverability of the Company’s intangible assets, being the capitalised costs in relation to the

Company’s exploration activities. The Company’s auditor found the judgements used by management

in their impairment assessment were reasonable and verified that the capitalised exploration costs

meet the eligibility criteria detailed in IAS 38 for that given site. (See Note 13 to the Financial

Statements).

The Committee noted areas of non-compliance, being:

(i) there being fewer than the two independent non-executive directors as recommended by the

QCA Code;

(ii) the board not achieving the target of gender diversity as recommended by the Listing Rules of

the London Stock Exchange; and

(iii) further implementation of climate related financial disclosures as recommended by the Listing

Rules of the London Stock Exchange.

The Committee continues to work towards reducing these area of non-compliance, which have been

disclosed in full in this report, as commensurate with the size and stage of development of the

Company as it moves forward.

Annual Report and

Financial Statements

Year to 31 March 2023

REMUNERATION COMMITTEE REPORT

Page 24

The Remuneration Committee is responsible for determining and recommending to the Board the

remuneration of executives and specific remuneration packages for directors, including incentive

payments or awards of options. The Committee considers cashflow availability as well as the

performance of the Company both over the previous 12 months and projected performance.

Performance of the Company is measured in terms of the exploration and development of existing

licences, the acquisition of any new licences and the finances raised to fund these activities. The level

of any remuneration determined is derived from companies of a comparable size or operating in a

similar sector.

When determining the Remuneration policy, the Committee were mindful to ensure that the

remuneration policy and other remuneration practices were clear, simple, predictable, proportionate,

safeguarded the reputation of the Company and were aligned to the Company’s culture and strategy.

The key factors are:

Clarity Remuneration arrangements should be transparent and promote effective

engagement with shareholders and the workforce.

Simplicity Remuneration structures should avoid complexity and their rationale and

operation should be easy to understand.

Risk Remuneration arrangements should ensure reputational and other risks from

excessive rewards, and behavioural risk that can arise from target-based

incentive plans, are identified and mitigated.

Predictability The range of possible values of rewards to individual directors and any other

limits or discretions should be identified and explained at the time of approving

the policy.

Proportionality The link between individual awards, the delivery of strategy and the long-term

performance of the company should be clear.

Alignment to Culture Incentive schemes should drive behaviours consistent with the Company’s

purpose, values and strategy.

The Directors’ service contracts commenced on the date of listing, 27 October 2023, with the salaries

and notice periods being as set out below:

Director

Position

Committee Work

Salary

Notice Period

Patrick Doherty

Chairman

Audit and Remuneration

£30,000

4 weeks

Richard O'Shea

CEO

Remuneration

£75,000

4 weeks

John O'Connor

CFO & Co. Sec.

Audit

£65,000

4 weeks

David Blaney

COO

£50,000

4 weeks

Antony Legge

Non-Executive

Audit and Remuneration

£20,000

4 weeks

Directors’ Remuneration, including employer’s PRSI, during the year ended 31 March 2023 was as

follows:

2023

2022

Remuneration and other emoluments – Executive Directors

€116,042

Remuneration and other emoluments – Non Executive Directors

€26,925

142,967

Annual Report and

Financial Statements

Year to 31 March 2023

REMUNERATION COMMITTEE REPORT (continued)

Page 25

Prior to the listing in October 2022, none of the directors was paid a salary with their remuneration

being by way of options that had been granted in October 2021, replacing 3,950,000 options dating

back to 2010. On 29 March 2023, the Remuneration Committee approved the granting of options over

100,000 to Antony Legge, with an exercise price of 6.5p per share.

The options currently held by the Directors are set out below:

Director

Options

Exercise Price

Date of Grant

Expiry Date

Patrick Doherty

900,000

£0.05

28 October 2021

27 October 2028

Richard O'Shea

1,100,000

£0.05

28 October 2021

27 October 2028

John O'Connor

600,000

£0.05

28 October 2021

27 October 2028

David Blaney

900,000

£0.05

28 October 2021

27 October 2028

Antony Legge

100,000

£0.065

29 March 2023

28 March 2030

Notes:

1. 200,000 of these options are held by Mary Molloy, the wife of Richard O’Shea.

The total number of options granted to directors represents 12.97% of the 27,755,664 ordinary shares

in issue as at the date of this report.

The Committee remains confident that the remuneration policy has operated as intended in terms of

company performance and quantum.

Annual Report and

Financial Statements

Year to 31 March 2023

DIRECTORS’ RESPONSIBILITY STATEMENT

Page 26

The Directors are responsible for preparing the annual report and the Company’s financial statements,

in accordance with applicable law and regulations.

Company law requires the Directors to prepare Company financial statements for each financial year.

Under that law, the Directors are required to prepare the financial statements in accordance with IFRS

as adopted by the European Union and applicable laws including Article 4 of the IAS Regulation. The

Directors have elected to prepare the Company’s financial statements in accordance with IFRS as

adopted by the European Union as applied in accordance with the Companies Acts 2014.

Under company law the Directors must not approve the financial statements unless they are satisfied

that they give a true and fair view of the assets, liabilities and financial position of the Company and

Company and of the Company’s profit or loss for that year. In preparing each of the Company’s

financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with IFRS as adopted by the European

Union, and as regards the Company, as applied in accordance with the Companies Act 2014; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume

that the Company will continue in business

The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 and the

Transparency Rules of the Central Bank of Ireland to include a management report containing a fair

review of the business and a description of the principal risks and uncertainties facing the Company.

The Directors are responsible for keeping adequate accounting records which disclose with reasonable

accuracy at any time the assets, liabilities, financial position and profit or loss of the Company, and

which enable them to ensure that the financial statements of the Company comply with the provisions

of the Companies Act 2014. They are also responsible for safeguarding the assets of the Company, and

hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for preparing a Directors’ Report which complies with the

requirements of the Companies Act 2014.

The Directors are responsible for the maintenance and integrity of the corporate and financial

information included on the Company’s website www.UnicornMineralResources.com. Legislation in

Ireland concerning the preparation and dissemination of financial statements may differ from

legislation in other jurisdictions.

Each of the Directors, whose names are set out on page 7 of this Annual Report, confirm that, to the

best of each person’s knowledge and belief:

• The Financial Statements, prepared in accordance with IFRS as adopted by the European Union,

and as applied in accordance with the provisions of the Companies Act 2014, give a true and fair

view of the assets, liabilities, financial position of the Company as at 31 March 2023 and of the

profit or loss of the Company for the year then ended;

• The Directors’ Report includes a fair review of the development and performance of the business

and the position of the Company, together with a description of the principal risks and

uncertainties that they face; and

Annual Report and

Financial Statements

Year to 31 March 2023

DIRECTORS’ RESPONSIBILITY STATEMENT (continued)

Page 27

• The Annual Report and Financial Statements, taken as a whole, provide the information

necessary to assess the Company’s performance, business model and strategy and is fair,

balanced, and understandable and provides the information necessary for the shareholders to

assess the Company’s position and performance, business model and strategy.

The Directors’ Responsibility Statement was approved by the Board on 28 July 2023.

Paddy Doherty Richard O’Shea

Chairman Director

Annual Report and

Financial Statements

Year to 31 March 2023

INDEPENDENT AUDITOR’S REPORT

Page 28

Opinion

We have audited the financial statements of Unicorn Mineral Resources PLC (the ‘Company’) for the

year ended 31 March 2023 which comprise the Statement of Profit or Loss, the Statement of

Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the

Statement of Changes in Equity and the related notes, including a summary of significant accounting

policies set out in note 1. The financial reporting framework that has been applied in their preparation

is Irish law and International Financial Reporting Standards (IFRSs) as adopted by the European Union

as applied in accordance with the provisions of the Companies Act 2014.

In our opinion the Financial Statements:

• give a true and fair view of the assets, liabilities, and financial position of the Company as at

31 March 2023 and of its loss for the year then ended;

• have been properly prepared in accordance with IFRSs as adopted by the European Union; and

• have been properly prepared in accordance with the requirements of the Companies Act 2014.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs

(Ireland)) and applicable law. Our responsibilities under those standards are further described in the

auditor’' responsibilities for the audit of the Financial Statements section of our report. We are

independent of the Company in accordance with the ethical requirements that are relevant to our

audit of the Financial Statements in Ireland, including the Ethical Standard for Auditors (Ireland) issued

by the Irish Auditing and Accounting Supervisory Authority (IAASA) 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.

Material uncertainty related to going concern

In auditing the financial statements, we have concluded that the Directors use of the going concern

basis of accounting in preparation of these financial statements is appropriate.

We draw attention to Note 21 to the Financial Statements, concerning the Company’s ability to

continue as a going concern. The Company incurred a loss for the financial year of €424,579 (2022: loss

€515,712) and the Company had net current assets of €257,817 (2022: net current assets €51,834) at

the statement of financial position date leading to concern about the Company and Company’s ability

to continue as a going concern.

The Company had a cash balance of €532,734 (2022: €152,877) at the statement of financial position

date.

The going concern assumption of the Company is that the Company has sufficient funds to continue

operations into 2024, and thereafter the Company will need to raise further funds to continue

operations.

These events and conditions, indicate that a material uncertainty exists that may cast significant doubt

on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this

matter.

Annual Report and

Financial Statements

Year to 31 March 2023

INDEPENDENT AUDITOR’S REPORT (continued)

Page 29

Our evaluation of the Directors’ assessment of the Company’s ability to adopt the going concern basis

of accounting included:

• Obtaining an understanding of the Company’s relevant controls over the preparation and review

of cash flow projections and assumptions used in the cash flow forecasts to support the going

concern assumption and assessed the design and implementation of these controls;

• Challenging the key assumptions used in the cash flow forecasts by agreement to historical run

rates, expenditure commitments and other supporting documentation

• Testing the clerical accuracy of the cash flow forecasts;

• Sensitivity analysis on the cash flow forecasts to assess the amount of headroom available to

the Company based on its year end cash position;

• Assessment of the Company’s ability to raise additional finance; and

• Assessment of the adequacy of the disclosures in the financial statements with a particular focus

on appropriate disclosure of the key uncertainties relating to going concern.

• Our responsibilities and the responsibilities of the Directors with respect to going concern are

described in the relevant sections of this report.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in

the Financial Statements. In particular, we looked at areas involving significant accounting estimates

and judgement by the Directors and considered future events that are inherently uncertain. We also

addressed the risk of management override of controls, including among other matters consideration

of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the Financial Statements of the current period and include the most significant assessed

risks of material misstatement (whether or not due to fraud) we identified, including those which had

the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing

the efforts of the engagement team. These matters were addressed in the context of our audit of the

Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

Key Audit Matter

How our scope addressed this matter

Valuation and recoverability of intangible assets

(refer Note 13)

The Company carries a material amount of

intangible assets in relation to capitalised costs

associated with Company’s exploration activities

in both the consolidated balance sheet and

parent company balance sheet. As a result, the

following risks arise:

The work undertaken to mitigate the risks were

as follows:

We reviewed and challenged management’s

assessment of impairment of exploration

activities, considered whether there are any

indicators of impairment. We found the

judgements used by management in their

impairment assessment were reasonable.

Annual Report and

Financial Statements

Year to 31 March 2023

INDEPENDENT AUDITOR’S REPORT (continued)

Page 30

• Costs may have been incorrectly capitalised

and not conform with all the 6 step criteria

detailed in IAS 38.

• The carrying value of the capitalised cost may

be overstated and the realisation of these

intangible assets is dependent on the

discovery and successful development of

economic zinc reserves, which is subject to a

number of risks and uncertainties, including

obtaining title to licences and the ability of the

Company to raise sufficient finance to develop

the projects.

We verified the capitalised exploration costs

meet the eligibility criteria detailed in IAS 38 for

that given site.

We substantively tested additions in the year

back to supporting documentation to include

licences held by the company to identify terms

and commitments in relation to those licences.

We also considered the adequacy of the

disclosures included in the financial statements

in accordance with IFRS.

Our application of materiality

The materiality applied to the Company’s financial statements was €30,641. This has been calculated

using Gross Assets benchmarks which we have determined, in our professional judgements, to be the

most appropriate benchmarks within the financial statements relevant to the members of the

Company in assessing financial performance.

Performance materiality for the financial statements was set at €24,513, being 80% of materiality, for

purposes of assessing the risks of material misstatement and determining the nature, timing and

extent of further audit procedures.

We have set it at this amount to reduce to an appropriately low level the probability that the aggregate

of uncorrected and undetected misstatements exceeds the Company’s materiality. We judged this

level to be appropriate based on our understanding of the group and its financial statements, as

updated by our risk assessment procedures and our expectation regarding current period

misstatements.

We report to the Audit Committee all corrected and un-corrected misstatements we identified through

our audit in excess of €2,000. We evaluate any uncorrected misstatements against both the

quantitative measures of materiality discussed above and in light of other relevant qualitative

considerations in forming our opinion.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2014

Other Information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual Report, other than the Financial Statements and our auditors’

report thereon. Our opinion on the Financial Statements does not cover the other information and,

except to the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the Financial Statements or our knowledge obtained in the

audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or

Annual Report and

Financial Statements

Year to 31 March 2023

INDEPENDENT AUDITOR’S REPORT (continued)

Page 31

apparent material misstatements, we are required to determine whether there is a material

misstatement in the Financial Statements or a material misstatement of the other information. If,

based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact.

In our opinion, based on the work undertaken in the course of the audit, we report that:

• the information given in the Directors’ Report for the financial year for which the financial

statements are prepared is consistent with the Financial Statements; and

• the Directors’ Report has been prepared in accordance with applicable legal requirements.

We have obtained all the information and explanations which, to the best of our knowledge and belief,

are necessary for the purposes of our audit.

In our opinion the accounting records of the Company were sufficient to permit the Financial

Statements to be readily and properly audited, and the Financial Statements are in agreement with

the accounting records.

Matters on which we are required to report by exception

Based on the knowledge and understanding of the Company and its environment obtained in the

course of the audit, we have not identified material misstatements in the Directors’ Report.

The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of Directors’

remuneration and transactions required by sections 305 to 312 of the Act are not made. We have

nothing to report in this regard.

Respective responsibilities

Responsibilities of Directors for the Financial Statements

As explained more fully in the Directors' Responsibilities Statement on page 26, the Directors are

responsible for the preparation of the Financial Statements in accordance with the applicable financial

reporting framework that give a true and fair view, and for such internal control as the Directors

determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Directors are responsible for assessing the Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the directors either intend to liquidate the Company or

to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these Financial Statements.

As part of an audit in accordance with ISAs (Ireland), we exercise professional judgment and maintain

professional scepticism throughout the audit. We also:

Annual Report and

Financial Statements

Year to 31 March 2023

INDEPENDENT AUDITOR’S REPORT (continued)

Page 32

• Identify and assess the risks of material misstatement of the Financial Statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion of the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the Directors.

• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Company’s ability to continue as a

going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditors’ report to the related disclosures in the Financial Statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditors’ report. However, future events or conditions

may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure, and content of the financial statements, including

the disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s shareholders, as a body, in accordance with Section 391

of the Companies Act 2014. Our audit work has been undertaken so that we might state to the

Company’s shareholders those matters we are required to state to them in an auditors’ report and for

no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for

this report, or for the opinions we have formed.

David Bolger (Senior Statutory Auditor)

for and on behalf of

Lowry & Associates

70 Northumberland Road

Ballsbridge

Dublin

D04 VH66

28 July 2023

Annual Report and

Financial Statements

Year to 31 March 2023

STATEMENT OF PROFIT OR LOSS

The Notes on pages 38 to 53 form part of these Financial Statements Page 33

Year to

31 March 2023

Year to

31 March 2022

Note

€

Administrative Expenses

(424,579)

(515,712)

Loss from Operations

(424,579)

(515,708)

Tax Expenses

Loss before Tax

(424,579)

(515,712)

Loss for the Year

(424,579)

(515,712)

Earnings per share attributable to ordinary equity holders of the

company

cents

Profit/(Loss) per share – Basic & Diluted

(0.02)

(0.03)

Annual Report and

Financial Statements

Year to 31 March 2023

STATEMENT OF OTHER COMPREHENSIVE INCOME

The Notes on pages 38 to 53 form part of these Financial Statements Page 34

Year to

31 March 2023

Year to

31 March 2022

Note

€

Loss for the year

(424,579)

(515,712)

Fair Value measurement of options and

warrants

(418,253)

Total Comprehensive Loss for the year

(842,832)

(515,712)

Annual Report and

Financial Statements

Year to 31 March 2023

STATEMENT OF FINANCIAL POSITION

The Notes on pages 38 to 53 form part of these Financial Statements Page 35

As at

31 March 2023

As at

31 March 2022

Note

€

Assets

Non-current assets

Intangible assets

167,879

95,512

167,879

95,512

Current assets

Trade and other receivables

65,415

18,504

Cash and cash equivalents

532,734

152,877

598,149

171,381

Total assets

766,028

266,893

Current Liabilities

Warrants & Options

269,079

Trade and other liabilities

71,253

119,547

340,332

119,547

Total liabilities

340,332

119,547

Net assets

425,696

147,346

Issued capital and reserves

Share capital

277,557

184,557

Share premium reserve

2,045,611

1,166,603

Share based payments reserve

149,174

Other Reserves

(418,253)

Retained earnings

(1,628,393)

(1,203,814)

Total Equity

425,696

147,346

The Financial Statements on pages 33 to 37 were approved and authorised for issue by the board of

directors and were signed on its behalf by:

Richard O’Shea

Director

John O’Connor

Director

28 July 2023

Annual Report and

Financial Statements

Year to 31 March 2023

STATEMENT OF CHANGES IN EQUITY

The Notes on pages 38 to 53 form part of these Financial Statements Page 36

capital

premium

based

payment

reserve

Other

Reserves

Retained

earnings

Total

equity

€

At 1 April 2021

128,557

919,000

(688,102)

359,455

Comprehensive income

for the year

Loss for the year

(515,712)

Total comprehensive

income for the year

(515,712)

Contributions by and

distributions to owners

Issue of share capital

56,000

247,603

303,603

Total contributions by

and distributions to

owners

56,000

247,603

303,603

At 1 April 2022

184,557

1,166,603

(1,203,814)

147,346

Comprehensive income

for the year

Loss for the year

(424,579)

Fair Value of Warrants

and Options

(418,253)

Total comprehensive

income for the year

(418,253)

(424,579)

(842,832)

Contributions by and

distributions to owners

Issue of share capital

93,000

982,562

1,075,562

Share issue expenses

(103,554)

Share based payments

149,174

Total contributions by

and distributions to

owners

93,000

879,009

149,174

(418,253)

(424,579)

278,350

At 31 March 2023

277,557

2,045,611

149,174

(418,253)

(1,628,393)

425,696

Annual Report and

Financial Statements

Year to 31 March 2023

STATEMENT OF CASH FLOWS

The Notes on pages 38 to 53 form part of these Financial Statements Page 37

Year to

31 March 2023

Year to

31 March 2022

Note

€

Cash flows from operating activities

Loss for the year

(424,579)

(515,712)

Adjustments for

Impairment losses on intangible assets

291,619

(424,579)

(224,093)

Movements in working capital

(Increase)/decrease in trade and other receivables

(46,911)

12,770

Increase/(decrease) in trade and other payables

(48,294)

55,508

Cash generated from operating activities

(519,784)

(155,815)

Net cash used in operating activities

(519,784)

(155,815)

Cash flows from investing activities

Purchase of intangibles

(72,367)

(3,753)

Net cash used in investing activities

(72,367)

(3,753)

Cash flows from financing activities

Issue of ordinary shares

972,008

303,603

Net cash from financing activities

972,008

303,603

Net cash increase in cash and cash equivalents

379,857

144,034

Cash and cash equivalents at the start of the year

152,877

8,842

Cash and cash equivalents at the end of the year

532,734

152,877

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS

The Notes on pages 38 to 53 form part of these Financial Statements Page 38

1. Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in

these Financial Statements.

1.1. Going concern

The preparation of financial statements requires an assessment on the validity of the going

concern assumption. The validity of the going concern concept is dependent on the Company

having available adequate financial resources to continue operations in 2024, and thereafter

finance being available for the continuing working capital requirements of the Company and

finance for the development of the Company’s projects becoming available. Based on the

assumptions that the Company has adequate financial resources to continue operation and

confidence that finance will become available, the Directors believe that the going concern basis

is appropriate for these accounts. Should the going concern basis not be appropriate,

adjustments would have to be made to reduce the value of the company’s assets, in particular

the intangible assets, to their realisable values. Further information concerning going concern is

outlined in Note 21.

1.2. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax payable is based on the taxable profit for the year. Taxable profit differs from the

loss as reported in the statement of comprehensive income because it excludes items of income

or expense that are taxable or deductible in other years and it further excludes items that are

never taxable or deductible. The Company’s liability for current tax is calculated using tax rates

that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax is the tax expected to be payable or recoverable on differences between the

carrying amounts of assets and liabilities in the financial statements and the corresponding tax

bases used in the computation of taxable profit and is accounted for using the statement of

financial position liability method. Deferred tax liabilities are generally recognised for all taxable

temporary differences and deferred tax assets are recognised for all deductible temporary

differences, carry forward of unused tax assets and unused tax losses to the extent that it is

probable that taxable profits will be available against which deductible temporary differences

and the carry forward of unused tax credits and unused tax losses can be utilised. Such assets

and liabilities are not recognised if the temporary difference arises from the initial recognition

of goodwill or from the initial recognition (other than in a business combination) of other assets

and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Unrecognised deferred tax assets are reassessed at each statement of financial position date

and are recognised to the extent that it has become probable that future taxable profits will

allow the deferred tax asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the

liability is settled or the asset is realised, based on tax rates (and tax laws) that have been

enacted or substantively enacted at the statement of financial position date. Deferred tax is

charged or credited in the statement of comprehensive income, except when it relates to items

charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off

current tax assets against current tax liabilities and when they relate to income taxes levied by

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 39

the same taxation authority and the Company intends to settle its current tax assets and

liabilities on a net basis.

1.3. Intangible assets

Exploration and evaluation assets

Exploration expenditure relates to the initial search for mineral deposits with economic

potential in Ireland.

Evaluation expenditure arises from a detailed assessment of deposits that have been identified

as having economic potential.

The costs of exploration properties and cost of licences to explore for or use minerals, which

include the cost of acquiring prospective properties and exploration rights and costs incurred in

exploration and evaluation activities, are capitalised as intangible assets as part of exploration

and evaluation assets.

Exploration costs are capitalised as an intangible asset until technical feasibility and commercial

viability of extraction of reserves are demonstrable, when the capitalised exploration costs are

reclassed to property, plant and equipment. Exploration costs include an allocation of

administration and salary costs (including share based payments) as determined by

management.

Prior to reclassification to property, plant and equipment, exploration and evaluation assets are

assessed for impairment and any impairment loss recognised immediately in the statement of

comprehensive income

Intangible assets with finite useful lives that are acquired separately are carried at cost less

accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a

straight-line basis over their estimated useful lives. The estimated useful life and amortisation

method are reviewed at the end of each reporting period, with the effect of any changes in

estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives

that are acquired separately are carried at cost less accumulated impairment losses.

Impairment of intangible assets other than goodwill

Exploration and evaluation assets are assessed for impairment on a licence by licence basis when

facts and circumstances suggest that the carrying amount may exceed its recoverable amount.

The company reviews for impairment on an ongoing basis and specifically if any of the following

occurs:

(a) the period for which the Company has a right to explore under the specific licences has

expired or is expected to expire;

b) further expenditure on exploration and evaluation in the specific area is neither budgeted

or planned;

c) the exploration and evaluation has not led to the discovery of economic reserves;

d) sufficient data exists to indicate that although a development in the specific area is likely

to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be

recovered in full from successful development or by sale.

1.4. Financial Instruments

Financial assets and financial liabilities are recognised in the Company’s statement of financial

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 40

position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at transaction price. Transaction

costs that are directly attributable to the acquisition or issue of financial assets and financial

liabilities (other than financial assets and financial liabilities at fair value) are added to or

deducted from the fair value of the financial assets or financial liabilities, as appropriate, on

initial recognition. Transaction costs directly attributable to the acquisition of financial assets or

financial liabilities are recognised immediately at fair value through other comprehensive

income (“FVOCI”).

The Company includes in this category cash and other receivables. Due to the nature of the

financial assets being short-term in nature, the carrying value approximates fair value.

Impairment of financial assets

The Company only holds receivables at amortised cost, with no significant financing component

and which have maturities of less than 12 months and as such, has implemented the simplified

approach for expected credit losses (ECL) model under IFRS 9 to account for all receivables.

Therefore, the Company does not track changes in credit risk, but instead, recognizes a loss

allowance based on lifetime ECLs at each reporting date.

A financial asset is derecognised only when the contractual rights to cash flows from the financial

asset expires, or when it transfers the financial asset and substantially all the associated risks

and rewards of ownership to another entity. Gains and losses on derecognition are generally

recognised in the profit or loss.

Financial liabilities measured subsequently at amortised cost

Financial liabilities that are not:

(i) contingent consideration of an acquirer in a business combination,

(ii) held for trading, or

(iii) designated as at FVOCI,

are measured subsequently at amortised cost using the effective interest method. The Company

includes in this category trade and other payables.

The effective interest method is a method of calculating the amortised cost of a financial liability

and of allocating interest expense over the relevant period. The effective interest rate is the rate

that exactly discounts estimated future cash payments (including all fees and points paid or

received that form an integral part of the effective interest rate, transaction costs and other

premiums or discounts) through the expected life of the financial liability, or (where

appropriate) a shorter period, to the amortised cost of a financial liability.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct

issue costs.

Warrants and Options

Warrants and options issued are classified separately as equity or as a liability at FVOCI in

accordance with the substance of the contractual arrangement. Warrants or options classified

as liabilities at FVOCI are stated at fair value, with any gains and losses arising on remeasurement

recognised in the statement of other comprehensive income.

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 41

2. Reporting entity

Unicorn Mineral Resources PLC (the ‘Company’) is a limited company incorporated and

registered in Ireland. The Company’s registered office is at 39 Castleyard, 20/21 St Patrick’s

Road, Dalkey, Co. Dublin. The Company’s principal activity is set out in the Director’s Report.

3. Basis of preparation

The Financial Statements have been prepared in accordance with International Financial

Reporting Standards, International Accounting Standards and Interpretations as adopted by the

EU (collectively IFRSs). They were authorised for issue by the Company’s board of directors on

28 July 2023.

Details of the Company’s accounting policies, including changes during the year, are included in

Note 1.

In preparing these Financial Statements, management has made judgments, estimates and

assumptions that affect the application of the Company accounting policies and the reported

amounts of assets, liabilities, income, and expenses. Actual results may differ from these

estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates

are recognised prospectively.

The areas where judgments and estimates have been made in preparing the financial

statements and their effects are disclosed in Note 5.

3.1. Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following

items, which are measured on an alternative basis on each reporting date.

3.2. Changes in accounting policies

International Financial Reporting Standards

New and amended standards mandatory for the first time for the financial periods beginning on

or after 1 January 2022

The International Accounting Standards Board (IASB) issued various amendments and revisions

to International Financial Reporting Standards and IFRIC interpretations. The amendments and

revisions were applicable for the period ended 31 December 2022 but did not result in any

material changes to the financial statements of the Company.

New standards, amendments and interpretations in issue but not yet effective or not yet

endorsed and not early adopted

The following standards and interpretations to published standards are not yet effective:

New standard or interpretation

EU Endorsement status

Mandatory effective

date (period beginning)

IAS 8

Accounting Estimates

1 January 2023

IAS 1

Presentation of financial

statements

1 January 2023

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 42

There was no material impact to the financial statements in the current period from these

standards, amendments and interpretations.

4. Functional and Presentation Currency

These Financial Statements are presented in Euros, which is the Company’s functional currency.

All amounts have been rounded to the nearest Euro, unless otherwise indicated.

5. Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the Company’s accounting policies above, management has made the

following judgements that have the most significant effect on the amounts recognised in the

financial statements.

Exploration and evaluation assets

The assessment of whether general administration costs and salary costs are capitalised or

expensed involves judgement. Management considers the nature of each cost incurred and

whether it is deemed appropriate to capitalise it within intangible assets.

Costs which can be demonstrated as project related are included within exploration and

evaluation assets. Exploration and evaluation assets relate to prospecting, exploration and

related expenditure in Ireland.

The Company’s exploration activities are subject to a number of significant and potential risks

including:

• uncertainties over development and operational risks;

• compliance with licence obligations;

• ability to raise finance to develop assets;

• liquidity risks; and

• going concern risks;

The recoverability of intangible assets is dependent on the discovery and successful

development of economic reserves which is subject to a number of uncertainties, including the

ability to raise finance to develop future projects. Should this prove unsuccessful, the value

included in the statement of financial position would be written off to the statement of

comprehensive income. The recoverability of investments in subsidiaries and intercompany

receivables is dependent on the recoverability of intangible assets.

Key sources of estimation uncertainty

The preparation of financial statements requires management to make estimates and

assumptions that affect the amounts reported for assets and liabilities as at the statement of

financial position date and the amounts reported for revenues and expenses during the year.

The nature of estimation means that actual outcomes could differ from those estimates. The

key sources of estimation uncertainty that may have a significant risk of causing material

adjustment to the carrying amounts of assets and liabilities within the next financial year are

discussed below. The Company undertakes periodic reviews to assess the risk factors and have

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 43

concluded that there is little or no risk that will cause material adjustments to be made in the

next financial year.

Impairment Intangible Assets

The assessment of intangible assets for any indications of impairment involves a degree of

estimation. If an indication of impairment exists, a formal estimate of recoverable amount is

performed and an impairment loss recognised to the extent that carrying amount exceeds

recoverable amount Recoverable amount is determined as the higher of fair value less costs to

sell and value in use. The assessment requires judgements as to the likely future commerciality

of the assets and when such commerciality should be determined; future revenues, capital and

operating costs and the discount rate to be applied to such revenues and costs.

Valuation of Warrants and Options

The issued warrants and options are classified as liabilities at FVOCI and are stated at fair value,

with any gains and losses arising on re-measurement recognised in the Statement of

Comprehensive Income.

The fair value of the warrants and options is measured using an appropriate option pricing

model, taking into account the terms and conditions upon which the warrants and options were

issued. The model used by the Company is the Black Scholes model. The Company has made

estimates as to the volatility of its own shares based on the historic volatility for the same period

of time as equals the life of the warrant or option.

6. Segment information

The Company is engaged in one business segment only: exploration of mineral resource projects.

Therefore only an analysis by geographical segment has been presented.

6.1. Segment revenues and results

The following is an analysis of the Company’s revenue and results from continuing operations

by reportable segment:

Segment revenue

Segment profit/(loss)

2023

2022

2023

2022

€

Ireland

(424,579)

(515,712)

(424,579)

(515,712)

Fair value losses

Loss before tax (continuing operations)

(424,579)

(515,712)

The accounting policies of the reportable segments are the same as the Company’s accounting

policies described in Note 1. Segment profit represents the profit before tax earned by each

segment without allocation of central administration costs and directors’ salaries, share of profit

of associates, share of profit of a joint venture, gain recognised on disposal of interest in former

associate, investment income, other gains, and losses, as well as finance costs. This is the

measure reported to the chief operating decision maker for the purposes of resource allocation

and assessment of segment performance.

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 44

6.2. Segment assets and liabilities

Segment assets

2023

2022

€

Ireland

766,028

266,893

Total segment assets

766,028

266,893

Total assets

766,028

266,893

Segment liabilities

Ireland

340,332

119,547

Total segment liabilities

340,332

119,547

Total liabilities

340,332

119,547

Other segment information

Depreciation and

amortisation

Additions to non-

current assets

2023

2022

2023

2022

€

Ireland

291,619

72,367

3,753

291,619

72,367

3,753

Geographical information

The Company operates in one geographical area – Republic of Ireland.

7. Expenses by nature

2023

2022

€

Professional fees

217,040

202,756

Foreign exchange (gain)/ loss

(968)

1,064

Director’s remuneration

142,967

Other administrative expenses

65,540

20,273

Amortisation – intangible assets

291,619

424,579

515,712

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 45

In addition to the above professional fees, the Company incurred costs of €103,554 in relation

to commission paid for the listing on the London Stock Exchange. In accordance with IAS 32

these costs have been deducted from Share Premium (Note 16).

8. Auditors’ remuneration

During the year, the Company obtained the following services from the Company’s auditors:

2023

2022

€

Fees payable to the Company’s auditors for the audit of the

Company’s financial statements

20,000

10,000

9. Employee benefit expenses

2023

2022

Employee benefit expenses (including directors) comprise:

€

Wages and salaries

134,284

National Insurance

8,683

142,967

The monthly average number of persons, including the directors, employed by the Company

during the year was as follows:

2023

2022

No.

Management

10. Director’s remuneration

2023

2022

€

Directors’ emoluments – Executive

116,042

Directors’ emoluments – Non-Executive

26,925

142,967

11. Related party and other transactions

Key Management Compensation and Directors’ Remuneration

The remuneration of the directors, who are considered to be the key management personnel,

is set out below.

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 46

2023

2022

Fees:

Services

director

Fees:

Other

services

Options

Total

Fees:

Services

director

Fees:

Other

services

Options

Tota l

€

David Blaney

31,734

Patrick

Doherty

14,359

Antony

Legge

12,566

John

O’Connor

41,254

Richard

O’Shea

43,054

142,967

The Directors have also been issued with Options over 3,600,000 Ordinary shares, as set out in

Note 18 to the Financial Statements.

12. Earnings per share

The calculation of earnings per share is (EPS) based on the loss attributable to equity holders

divided by the weighted average number of shares in issue during the year. The diluted EPS is

calculated by adjusting the number of shares for the effects of dilutive options and other dilutive

potential ordinary shares.

2023

2022

€

Loss attributable to the ordinary equity holders of the Company

used in calculating earnings per share:

(424,579)

(515,712)

Weighted average number of shares

22,430,459

14,968,541

Potential diluted weighted average number of shares

23,899,363

16,379,911

Basic EPS

(0.02)

(0.03)

Diluted EPS

(0.02)

(0.03)

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 47

13. Intangible assets

Exploration &

Evaluation Assets

Cost

€

At 1 April 2021

751,572

Additions external

3,753

At 31 March 2022

755,325

Additions external

72,367

At 31 March 2023

827,692

Development

expenditure

Accumulated amortisation and impairment

€

At 1 April 2021

368,194

Charge for the year owned

291,619

At 31 March 2022

659,813

Charge for the year owned

At 31 March 2023

659,813

Net book value

€

At 1 April 2021

383,378

At 31 March 2022

95,512

At 31 March 2023

167,879

At the beginning of the year the Company held six licences which cover areas in Co. Limerick,

Co. Tipperary and Co. Laois. Additional expenditure on these licences during the year amounted

to €72,367 (2022:€3,753). The six licences were still held by the Company at the end of the year.

14. Trade and other receivables

2023

2022

€

Other receivables

65,415

18,504

Total trade and other receivables

65,415

18,504

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 48

15. Trade and other payables

2023

2022

€

Trade payables

40,167

103,847

Other payables

700

Accruals

20,452

15,000

Other payables tax and social security payments

10,634

Total trade and other payables

71,253

119,547

It is the Company’s normal practice to agree terms of transactions, including payment terms,

with suppliers and provided suppliers perform in accordance with the agreed terms, it is the

Company’s policy that payment is made between 30 — 45 days.

16. Share capital

Authorised

2023

2022

Number

€

Number

€

Shares treated as equity

200,000,000

2,000,000

200,000,000

2,000,000

Issued and fully paid

Ordinary Shares of £0.01 each

Number

Share Capital

Share Premium

€

As at 1 April 2021

12,855,664

128,557

919,000

Shares issued during the year

5,600,000

56,000

247,603

As at 31 March 2022

18,455,664

184,557

1,166,603

Shares issued during the year

9,300,000

93,000

982,562

Share issue expenses

(103,554)

As at 31 March 2023

27,255,664

277,557

2,045,611

Movements in Share Capital

On 27 October 2022, the Company raised €1,075,562 through the issue of 9,300,000 ordinary

shares of £0.01 each, at a price of £0.10, to provide working capital and fund development costs.

17. Reserves

Share premium

The share premium reserve comprises of a premium arising on the issue of shares. Share issue

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 49

expenses are deducted against the share premium reserve when incurred.

Called up share capital

The called up ordinary share capital reserve comprises of the nominal value of the issued share

capital of the company.

Retained earnings

Retained deficit comprises of accumulated profits and losses incurred in the current and prior

years.

Share based payment reserve

The share payment reserve arises on the grant of share options as outlined in Note 18.

Other Reserve

The other reserve arises on the fair value valuation of the warrants and options, using the Black

Scholes model as outlined in Note 18. The initial recognition of the fair value of the warrants

and options has been recognised in the Statement of Comprehensive Income.

18. Warrants and Options

Warrants

Year to 31 March 2023

Year to 31 March 2022

Number of

Warrants

Weighted

average

exercise

price in

pence

Number of

Warrants

Weighted

average

exercise

price in

pence

Outstanding at beginning of year

10,000,000

£0.10

10,000,000

£0.10

Granted during the year

1,001,000

£0.10

Expired during the year

Exercised during the year

Outstanding and exercisable at the end

of the year

11,001,000

£0.10

10,000,000

£0.10

At 1 April 2022 there were Warrants unexercised for a total of 10,000,000 Ordinary shares at a

strike price of £0.10. During the year, the Company issued Warrants for a further 1,001,000

Ordinary shares at a strike price of £0.10. At the balance sheet date of 31 March 2023 there

were Warrants unexercised for a total of 11,001,000 Ordinary shares, which expire between 19

October 2026 and 27 October 2027.

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 50

Options

Year to 31 March 2023

Number of

Options

Weighted

average

exercise

price in

pence

Number of

Options

Weighted

average

exercise

price in

pence

Outstanding at beginning of year

3,600,000

£0.05

3,600,000

£0.05

Granted during the year

100,000

£0.065

Expired during the year

Exercised during the year

Outstanding at the end of the year

3,600,000

£0.0504

3,600,000

£0.05

Exercisable at the end of the year

3,600,000

£0.0504

3,600,000

£0.05

At 1 April 2022 there were Options unexercised over a total of 3,600,000 Ordinary shares at a

strike price of £0.05. During the year, the Company issued Options for a further 100,000 Ordinary

shares at a strike price of £0.065. At the balance sheet date of 31 March 2023 there were

Options unexercised over a total of 3,700,000 Ordinary shares, which expire between 27

October 2028 and 31 March 2030.

Share based payments

The Company plan provides for a grant price equal to the average quoted market price of the

ordinary shares on the date of grant. Equity-settled share-based payments are measured at fair

value at the date of grant.

3,600,000 of the Options have been issued to directors, as set out below.

Director

Options

Exercise Price

Date of Grant

Expiry Date

Patrick Doherty

900,000

£0.05

28 Oct 2021

27 Oct 2028

Richard O'Shea

1,100,000

£0.05

28 Oct 2021

27 Oct 2028

John O'Connor

600,000

£0.05

28 Oct 2021

27 Oct 2028

David Blaney

900,000

£0.05

28 Oct 2021

27 Oct 2028

Antony Legge

100,000

£0.065

29 Mar 2023

28 Mar 2030

Using the Black Scholes valuation, the fair value of the share based payments as at 31

March

2023 was €149,174.

Valuation of Options and Warrants

The fair value of Warrants and Options is measured by use of the Black-Scholes valuation. In the

financial statements for the year ended 31 March 2022, prior to the Company’s listing on the

London Stock Exchange, there was no provision made for the provision for the fair value of the

Warrants and Options.

Using the Black Scholes valuation, the fair value of the Warrants as at 31 March 2023 was

€264,937 and the fair value of the Options was £153,516, of which €149,174 relates to the

Options issued to the Directors and €4,142 for the non-director Options.

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 51

The €149,174 fair value of the Director Options and the fair value of the Options and non-

directors options of €269,079 has been recognised in the Statement of Other Comprehensive

Income.

The Directors have not restated the prior year financial statements as it has been considered

that this amount is not a material adjustment and does not impact the true and fair view of the

financial statements.

19. Notes supporting statement of cash flows

2023

2022

€

Cash at bank available on demand

532,734

152,877

Cash and cash equivalents in the statement of financial position

532,734

152,877

20. Financial Instruments and Financial Risk Management

The Company’s principal financial instruments comprise cash and cash equivalents. The main

purpose of these financial instruments is to provide finance for the Company’s operations. The

Company has various other financial assets and liabilities such as receivables and trade payables,

which arise directly from its operations.

It is, and has been throughout 2023 and 2022, the Company’s policy that no trading on

derivatives be undertaken.

The main risks arising from the Company’s financial instruments are foreign currency risk, credit

risk, liquidity risk, interest rate risk and capital risk. The board reviews and agrees policies for

managing each of these risks which are summarised below.

Foreign currency risk

The Company undertakes certain transactions denominated in foreign countries. Hence,

exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within

approved policy parameters utilising forward exchange contracts where appropriate.

At the year ended 31 March 2023 and 31 March 2022, the Company had no outstanding forward

exchange contracts.

Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations

resulting in financial loss to the Company. As the Company does not, as yet, have any sales to

third parties, this risk is limited.

The Company’s financial assets comprise receivables and cash and cash equivalents. The credit

risk on cash and cash equivalents is limited because the counterparties are banks with high credit

ratings assigned by international credit rating agencies. The Company’s exposure to credit risk

arise from default of its counterparty, with a maximum exposure equal to the carrying amount

of cash and cash equivalents in its consolidated balance sheet.

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 52

The Company does not have any significant credit risk exposure to any single counterparty or

any group of counterparties having similar characteristics. The Company defines counterparties

as having similar characteristics if they are connected entities.

Liquidity risk management

Liquidity risk is the risk that the Company will not have sufficient funds to meet liabilities.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which

has built an appropriate liquidity risk management framework for the management of the

Company’s short, medium, and long-term funding and liquidity management requirements. The

Company manages liquidity by maintaining adequate reserves and by continuously monitoring

forecast and actual cash flows and matching the maturity profiles of financial assets and

liabilities. Cash forecasts are regularly produced to identify the liquidity requirements of the

Company. To date, the Company has relied on shareholder funding and loan arrangements to

finance its operations.

The expected maturity of the Company’s financial assets (excluding prepayments) as at 31

March 2023 and 31 March 2022 was less than one month.

The Company expects to meet its other obligations from operating cash flows with an

appropriate mix of funds and equity investments. The Company further mitigates liquidity risk

by maintaining an insurance programme to minimise exposure to insurable losses.

The Company had no derivative financial instruments as at 31 March 2023 and 31 March 2022.

Interest rate risk

The Company’s exposure to the risk of changes in market interest rates relates primarily to the

Company’s holdings of cash and short-term deposits.

It is the Company’s policy as part of its disciplined management of the budgetary process to

place surplus funds on short-term deposit in order to maximise interest earned.

Capital Risk Management

The primary objective of the Company’s capital management is to ensure that it maintains a

healthy capital ratio in order to support its business and maximise shareholder value.

The capital structure of the Company consists of issued share capital, share premium and

reserves. The Company manages its capital structure and makes adjustments to it, in light of

changes in economic conditions. No changes were made in the objectives, policies or processes

during the years ended 31 March 2023 and 31 March 2023. The Company’s only capital

requirement is its authorised minimum capital as a plc.

21. Going concern

The Company incurred a loss for the financial year of €424,579 (2022: loss €515,712) and the

Company had net current assets of €257,817 (2022: net current assets €51,834) at the statement

of financial position date leading to concern about the Company and Company’s ability to

continue as a going concern.

The Company had a cash balance of €532,734 (2022: €152,877) at the Statement of Financial

Position date.

Annual Report and

Financial Statements

Year to 31 March 2023

NOTES TO THE FINANCIAL STATEMENTS (continued)

The Notes on pages 38 to 53 form part of these Financial Statements Page 53

The Directors have reviewed the Company’s monthly cash flow forecasts and conclude that the

Company has sufficient funds to continue operating into 2024. Thereafter, the Company will

need to raise further funds to continue operations. Additional funds will also be needed for the

next phase of the Company’s exploration plans for the Kilmallock and Lisheen properties.

The Directors have concluded that these circumstances give rise to a material uncertainty

relating to going concern, arising from events or conditions that may cast significant doubt on

the entity’s ability to continue as a going concern if a further fund raise was unsuccessful.

However, considering the recent successful listing in October 2022, the Directors are confident

that they can continue to adopt the going concern basis in preparing the Financial Statements.

The Financial Statements do not include any adjustment that may arise in the event that the

Company is unable to raise finance, realise its assets and discharge its liabilities in the normal

course of business. The assessment as to whether the going concern basis is appropriate has

also taken into account all information available up to the date of authorisation of these

Financial Statements and the Directors are not aware of any other indicators which would give

doubt to the going concern status of the Company.

22. Post balance sheet events

There were no material post balance sheet events affecting these Financial Statements.

23. Approval of financial statements

The financial statements were approved by the board of directors on 28 July 2023.