## ANNUAL REPORT AND ## FINANCIAL STATEMENTS ## FOR THE YEAR ENDED 31 MARCH 2023 Page 1 Annual Report and Financial Statements Year to 31 March 2023 ### COMPANY INFORMATION | Directors Patrick Doherty Chairman | | --- | | Richard O'Shea Chief Executive Officer Registered Office & Business 39 Castleyard Independent auditors Lowry & Associates Registrars Computershare Investor Services (Ireland) Ltd Financial Advisors Novum Securities Ltd | | John O'Connor Chief Financial Officer Solicitors OBH Partners Address 20/21 St Patrick's Road 70 Northumberland Road 3100 Lake Drive Bankers Bank of Ireland 2nd Floor, | | David Blaney Chief Operating Officer Pembroke Street Upper Dalkey Ballsbridge Citywest Business Campus 46 Parliament Street 7-10 Chandos Street | Page 2 Antony Legge Non-executive Director Dublin D02 AT22 Co. Dublin A96 W640 Dublin D04 VH66 Dublin D24 AK82 Kilkenny London W1G 9DQ (appointed 27 October 2022) Republic of Ireland Republic of Ireland Company secretary John O'Connor Republic of Ireland Registered number 482509 Republic of Ireland Republic of Ireland United Kingdom Annual Report and Financial Statements Year to 31 March 2023 ### CONTENTS Page 3 Directors’ Responsibility Statement Directors' Report Notes to the Financial Statements Audit Committee Report CEO’s Report Statement of Changes in Equity Statement of Other Comprehensive Income Independent Auditors' Report Risk Management Report Remuneration Committee Report Board of Directors Statement of Cash Flows Corporate Governance Report Chairman's Report Statement of Financial Position Statement of Profit or Loss Page 26 38 23 36 34 28 14 24 37 17 35 33 8 5 7 4 Annual Report and Financial Statements Year to 31 March 2023 ### CHAIRMAN’S REPORT 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 Page 4 Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 ## CHIEF EXECUTIVE'S REPORT 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 Page 5 Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 ## CHIEF EXECUTIVE'S REPORT (continued) 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 €672,367 (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 ![img-0.jpeg](img-0.jpeg) Page 6 6 Annual Report and Financial Statements Year to 31 March 2023 ### THE BOARD 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. Page 7 **Unicorn Mineral Resources PLC** Annual Report and Financial Statements Year to 31 March 2023 ## **DIRECTORS' REPORT** ### **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. **Page 8** Annual Report and Financial Statements Year to 31 March 2023 ### DIRECTORS’ REPORT (continued) 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. 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: 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. Shareholder Number of Percentage of Percentage of Number of Page 9 | Units | Issued Share | issued Share Shares | Shares | | Year to Year to | | | --- | --- | --- | --- | --- | --- | --- | | Intangible Assets €’s | | | 31 March 2023 31 March 2022 Capital | Capital | 167,879 95,512 | 1 | | Sanderson Capital Partners Ltd Exploration Costs Capitalised B.R.G. (Geotechnics) Ltd Woodland Capital Limited Evelyn Partners Gross Funds Raised John McKeon €’s €’s | 2,000,000 1,450,000 2,700,000 1,000,000 2,000,000 1,450,000 2,700,000 1,000,000 | 886,033 886,033 | 31 March 2023 28 July 2023 7.21% 3.19% 5.22% 9.73% 3.60% | 7.21% 3.19% 5.22% 9.73% 3.60% 1,075,562 | 292,500 72,367 3,753 | | Annual Report and Financial Statements Year to 31 March 2023 ### DIRECTORS’ REPORT (continued) 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: 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. Page 10 | Director | Options Options | % % Shares Shares | | | | --- | --- | --- | --- | --- | | | | | 3 | 2 1 | | Richard O’Shea Antony Legge John O’Connor Patrick Doherty David Blaney As at 31 March 2023 As at 31 March 2022 1,100,000 3,600,000 | 1,100,000 3,500,000 4.14 0.90 3.53 1.33 100,000 13.27 600,000 900,000 900,000 1,050,000 0.0 9.9 2,450,500 600,000 900,000 900,000 5.69 0.00 1.35 4.23 2.00 1,150,000 2,750,500 | 250,000 780,500 370,000 250,000 980,500 370,000 | - - | - | **Unicorn Mineral Resources PLC** Annual Report and Financial Statements Year to 31 March 2023 ## **DIRECTORS' REPORT (continued)** 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 Page 11 Annual Report and Financial Statements Year to 31 March 2023 ### DIRECTORS’ REPORT (continued) 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. Page 12 Annual Report and Financial Statements Year to 31 March 2023 ### DIRECTORS’ REPORT (continued) 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 Page 13 Annual Report and Financial Statements Year to 31 March 2023 ### RISK MANAGEMENT REPORT 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. Page 14 Annual Report and Financial Statements Year to 31 March 2023 ### RISK MANAGEMENT REPORT (continued) 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. Page 15 Annual Report and Financial Statements Year to 31 March 2023 ### RISK MANAGEMENT REPORT (continued) 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. Page 16 Annual Report and Financial Statements Year to 31 March 2023 ### CORPORATE GOVERNANCE REPORT 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. Page 17 Annual Report and Financial Statements Year to 31 March 2023 ### CORPORATE GOVERNANCE REPORT (continued) 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. Page 18 Annual Report and Financial Statements Year to 31 March 2023 ### CORPORATE GOVERNANCE REPORT (continued) 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. Page 19 Annual Report and Financial Statements Year to 31 March 2023 ### CORPORATE GOVERNANCE REPORT (continued) 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 Page 20 Annual Report and Financial Statements Year to 31 March 2023 ### CORPORATE GOVERNANCE REPORT (continued) 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. Page 21 Annual Report and Financial Statements Year to 31 March 2023 ### CORPORATE GOVERNANCE REPORT (continued) 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. Page 22 Annual Report and Financial Statements Year to 31 March 2023 ### AUDIT COMMITTEE REPORT 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. Page 23 **Unicorn Mineral Resources PLC** Annual Report and Financial Statements Year to 31 March 2023 ## REMUNERATION COMMITTEE REPORT 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 | - | Page 24 **Unicorn Mineral Resources PLC** Annual Report and Financial Statements Year to 31 March 2023 ## REMUNERATION COMMITTEE REPORT (continued) 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} | 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^{2} | 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. Page 25 Annual Report and Financial Statements Year to 31 March 2023 ### DIRECTORS’ RESPONSIBILITY STATEMENT 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 Page 26 Annual Report and Financial Statements Year to 31 March 2023 ### DIRECTORS’ RESPONSIBILITY STATEMENT (continued) • 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 Page 27 Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 ## INDEPENDENT AUDITOR'S REPORT ### 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's 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. Page 28 Annual Report and Financial Statements Year to 31 March 2023 ### INDEPENDENT AUDITOR’S REPORT (continued) 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. | Valuation and recoverability of intangible assets The work undertaken to mitigate the risks were | | --- | | (refer Note 13) as follows: | | The Company carries a material amount of We reviewed and challenged management’s | | intangible assets in relation to capitalised costs assessment of impairment of exploration | | associated with Company’s exploration activities activities, considered whether there are any | | in both the consolidated balance sheet and indicators of impairment. We found the | Page 29 parent company balance sheet. As a result, the judgements used by management in their Key Audit Matter following risks arise: How our scope addressed this matter impairment assessment were reasonable. Annual Report and Financial Statements Year to 31 March 2023 ### INDEPENDENT AUDITOR’S REPORT (continued) 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 • Costs may have been incorrectly capitalised We verified the capitalised exploration costs information included in the Annual Report, other than the Financial Statements and our auditors’ meet the eligibility criteria detailed in IAS 38 for and not conform with all the 6 step criteria report thereon. Our opinion on the Financial Statements does not cover the other information and, that given site. detailed in IAS 38. except to the extent otherwise explicitly stated in our report, we do not express any form of assurance We substantively tested additions in the year conclusion thereon. • The carrying value of the capitalised cost may back to supporting documentation to include be overstated and the realisation of these Our responsibility is to read the other information and, in doing so, consider whether the other licences held by the company to identify terms intangible assets is dependent on the information is materially inconsistent with the Financial Statements or our knowledge obtained in the and commitments in relation to those licences. discovery and successful development of audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or economic zinc reserves, which is subject to a We also considered the adequacy of the number of risks and uncertainties, including disclosures included in the financial statements obtaining title to licences and the ability of the in accordance with IFRS. Page 30 Company to raise sufficient finance to develop the projects. Annual Report and Financial Statements Year to 31 March 2023 ### INDEPENDENT AUDITOR’S REPORT (continued) 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: Page 31 Annual Report and Financial Statements Year to 31 March 2023 ### INDEPENDENT AUDITOR’S REPORT (continued) • 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 Page 32 Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 # **STATEMENT OF PROFIT OR LOSS** | | Note | Year to 31 March 2023 € | Year to 31 March 2022 € | | --- | --- | --- | --- | | Administrative Expenses | 7 | (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 | cents | | --- | --- | --- | --- | | Profit/(Loss) per share – Basic & Diluted | 12 | (0.02) | (0.03) | The Notes on pages 38 to 53 form part of these Financial Statements Page 33 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 Year to | | | --- | --- | --- | --- | --- | | Fair Value measurement of options and | 18 | (418,253) | | - | | Total Comprehensive Loss for the year Loss for the year warrants | Note 31 March 2023 31 March 2022 | (842,832) (424,579) (515,712) (515,712) | | € € | Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 # **STATEMENT OF FINANCIAL POSITION** | | Note | As at 31 March 2023 € | As at 31 March 2022 € | | --- | --- | --- | --- | | Assets | | | | | Non-current assets | | | | | Intangible assets | 13 | 167,879 | 95,512 | | | | 167,879 | 95,512 | | Current assets | | | | | Trade and other receivables | 14 | 65,415 | 18,504 | | Cash and cash equivalents | 19 | 532,734 | 152,877 | | | | 598,149 | 171,381 | | Total assets | | 766,028 | 266,893 | | Current Liabilities | | | | | Warrants & Options | 18 | 269,079 | - | | Trade and other liabilities | 15 | 71,253 | 119,547 | | | | 340,332 | 119,547 | | Total liabilities | | 340,332 | 119,547 | | Net assets | | 425,696 | 147,346 | | Issued capital and reserves | 17 | | | | Share capital | 16 | 277,557 | 184,557 | | Share premium reserve | 16 | 2,045,611 | 1,166,603 | | Share based payments reserve | 18 | 149,174 | - | | Other Reserves | 18 | (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 The Notes on pages 38 to 53 form part of these Financial Statements Page 35 Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 # **STATEMENT OF CHANGES IN EQUITY** | | Share capital € | Share premium € | Share 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) | (515,712) | | Total comprehensive income for the year | - | - | - | - | (515,712) | (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) | (424,579) | | Fair Value of Warrants and Options | - | - | - | (418,253) | - | (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) | - | - | - | (103,554) | | Share based payments | - | - | 149,174 | - | - | 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 | The Notes on pages 38 to 53 form part of these Financial Statements Page 36 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 Year to | | | --- | --- | --- | | Issue of ordinary shares Cash and cash equivalents at the end of the year Cash and cash equivalents at the start of the year Net cash used in investing activities Increase/(decrease) in trade and other payables Purchase of intangibles Net cash increase in cash and cash equivalents Adjustments for Cash flows from operating activities Cash flows from financing activities Movements in working capital Cash generated from operating activities Impairment losses on intangible assets Cash flows from investing activities Loss for the year Net cash from financing activities Net cash used in operating activities (Increase)/decrease in trade and other receivables 16 19 15 13 13 14 | (155,815) (224,093) (515,712) (155,815) 303,603 152,877 144,034 291,619 303,603 (519,784) (424,579) (424,579) (519,784) 972,008 532,734 152,877 379,857 972,008 55,508 12,770 (72,367) (3,753) (48,294) (72,367) (3,753) (46,911) 8,842 | - | | 31 March 2022 Note 31 March 2023 | | € € | Annual Report and Financial Statements Year to 31 March 2023 ### NOTES TO THE FINANCIAL STATEMENTS 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 The Notes on pages 38 to 53 form part of these Financial Statements Page 38 Annual Report and Financial Statements Year to 31 March 2023 ### NOTES TO THE FINANCIAL STATEMENTS (continued) 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 The Notes on pages 38 to 53 form part of these Financial Statements Page 39 Annual Report and Financial Statements Year to 31 March 2023 ### NOTES TO THE FINANCIAL STATEMENTS (continued) 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. The Notes on pages 38 to 53 form part of these Financial Statements Page 40 Annual Report and Financial Statements Year to 31 March 2023 ### NOTES TO THE FINANCIAL STATEMENTS (continued) 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: The Notes on pages 38 to 53 form part of these Financial Statements Page 41 | New standard or interpretation IAS 1 EU Endorsement status Presentation of financial Mandatory effective 1 January 2023 | | --- | | statements date (period beginning) | | IAS 8 Accounting Estimates 1 January 2023 | Annual Report and Financial Statements Year to 31 March 2023 ### NOTES TO THE FINANCIAL STATEMENTS (continued) 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 The Notes on pages 38 to 53 form part of these Financial Statements Page 42 **Unicorn Mineral Resources PLC** Annual Report and Financial Statements Year to 31 March 2023 ## NOTES TO THE FINANCIAL STATEMENTS (continued) 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. The Notes on pages 38 to 53 form part of these Financial Statements **Page 43** Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 # **NOTES TO THE FINANCIAL STATEMENTS (continued)** # 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 | The Notes on pages 38 to 53 form part of these Financial Statements Page 44 Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 # **NOTES TO THE FINANCIAL STATEMENTS (continued)** 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. | No. | | Management | 5 | - | | | 5 | - | 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. The Notes on pages 38 to 53 form part of these Financial Statements Page 45 Annual Report and Financial Statements Year to 31 March 2023 ### NOTES TO THE FINANCIAL STATEMENTS (continued) 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. | | Share Fees: Fees: Share Total Fees: Fees: Tota l | | | | | --- | --- | --- | --- | --- | | Services Options Services Options | Other Other | | | The Notes on pages 38 to 53 form part of these Financial Statements Page 46 | | Loss attributable to the ordinary equity holders of the Company Antony John Patrick Richard (424,579) (515,712) | | | | | | services services | | as as | | | | | | 2023 2022 | | | | used in calculating earnings per share: Weighted average number of shares Basic EPS Potential diluted weighted average number of shares Diluted EPS 22,430,459 23,899,363 14,968,541 16,379,911 142,967 O’Connor Doherty O’Shea Legge 12,566 12,566 David Blaney 31,734 31,734 41,254 41,254 14,359 14,359 43,054 43,054 142,967 director director | | (0.02) (0.03) (0.02) (0.03) € € € € € € € € - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - | € € | 2023 2022 | Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 **NOTES TO THE FINANCIAL STATEMENTS (continued)** 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 | The Notes on pages 38 to 53 form part of these Financial Statements Page 47 Unicorn Mineral Resources PLC Annual Report and Financial Statements Year to 31 March 2023 # **NOTES TO THE FINANCIAL STATEMENTS (continued)** # 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 Number | 2023 € | 2022 Number | 2022 € | | --- | --- | --- | --- | --- | | 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 The Notes on pages 38 to 53 form part of these Financial Statements Page 48 **Unicorn Mineral Resources PLC** Annual Report and Financial Statements Year to 31 March 2023 # **NOTES TO THE FINANCIAL STATEMENTS (continued)** 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. The Notes on pages 38 to 53 form part of these Financial Statements **Page 49** Annual Report and Financial Statements Year to 31 March 2023 ### NOTES TO THE FINANCIAL STATEMENTS (continued) Options 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. st 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. Weighted Weighted average average exercise exercise The Notes on pages 38 to 53 form part of these Financial Statements Page 50 | Number of Number of | price in price in | | | | | --- | --- | --- | --- | --- | | Antony Legge Director 28 Mar 2030 | Expiry Date Exercise Price | Date of Grant 100,000 29 Mar 2023 Options | £0.065 | 1 | | Granted during the year Outstanding at the end of the year Outstanding at beginning of year Expired during the year Exercised during the year Exercisable at the end of the year Year to 31 March 2023 Year to 31 March 2023 3,600,000 3,600,000 3,600,000 3,600,000 3,600,000 3,600,000 | £0.0504 £0.0504 Options 100,000 Options £0.065 | pence pence £0.05 £0.05 £0.05 £0.05 | - - - - - - - - - - | 2 | | David Blaney Richard O'Shea John O'Connor Patrick Doherty | 27 Oct 2028 27 Oct 2028 27 Oct 2028 27 Oct 2028 | 1,100,000 900,000 600,000 900,000 28 Oct 2021 28 Oct 2021 28 Oct 2021 28 Oct 2021 | £0.05 £0.05 £0.05 £0.05 | | **Unicorn Mineral Resources PLC** Annual Report and Financial Statements Year to 31 March 2023 # **NOTES TO THE FINANCIAL STATEMENTS (continued)** 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. The Notes on pages 38 to 53 form part of these Financial Statements Page 51 **Unicorn Mineral Resources PLC** Annual Report and Financial Statements Year to 31 March 2023 ## NOTES TO THE FINANCIAL STATEMENTS (continued) 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 2022. 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. The Notes on pages 38 to 53 form part of these Financial Statements **Page 52** Annual Report and Financial Statements Year to 31 March 2023 ### NOTES TO THE FINANCIAL STATEMENTS (continued) 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. The Notes on pages 38 to 53 form part of these Financial Statements Page 53