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ANNUAL REPORT
FOR THE YEAR ENDED
31 DECEMBER 2022
The Company’s aim is
to become a global tin
producer supplying fully
traceable and verifiable tin
units into global industries
with high tin usage needs.
The Company owns two
advanced tin projects, in
Germany and in Australia,
and is seeking to bring both
projects into production in
order to be able to deliver
a sustainable answer to the
material supply issues faced
by industrial tin consumers.
Indications of mineralisation
of tin and copper in the
orebody at Taronga
FIRST TIN l ANNUAL REPORT 2022
INTRODUCTION
CONTENTS
HIGHLIGHTS & OVERVIEW 2
Key Financial Highlights 2
STRATEGIC REPORT 4
Chairman's Statement 4
World Tin Deposits Map 6
Chief Executive Officer's Report 8
Strategic Report 14
Environmental, Social and Governance ("ESG") 20
Task Force on Climate-related Financial Disclosures 22
CORPORATE GOVERNANCE 24
Corporate Governance Statement 24
ESG Committee Report 29
Audit and Risk Committee Report 30
Remuneration and Nominations Committee Report 32
Board of Directors 34
Directors' Remuneration Report 36
Directors' Report 40
INDEPENDENT AUDITORS' REPORT 44
Independent Auditors' Report 44
FINANCIAL STATEMENTS 50
Consolidated Statement of Comprehensive Income 50
Consolidated Statement of Financial Position 51
Consolidated Statement of Changes in Equity 52
Consolidated Statement of Cash Flows 53
Notes to the Consolidated Financial Statements 54
Company Statement of Financial Position 72
Company Statement of Changes in Equity 73
Notes to the Company Statements 74
ADDITIONAL INFORMATION 81
Company Information 81
firsttin.com
1
KEY FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2022
PROVED A
POSITIVE YEAR
FOR FIRST TIN
OVERALL NET ASSETS INCREASED
by £34,214,550 to £41,783,866
(2021: £7,569,316)
+452%
CASH RESERVES INCREASED
by £11,319,459 to £13,823,173
(2021: £2,503,714)
+452%
THE COMPANY SUCCESSFULLY
RAISED
Ā£20m
and listed on the Standard segment
of the London Stock Exchange
THE COMPANY WAS AWARDED
APPROXIMATELY
A$500,000
by the Government of NSW under
its Critical Minerals and High-Tech
Metals Activation Fund
2 FIRST TIN l ANNUAL REPORT 2022
HIGHLIGHTS & OVERVIEW
Deep Lead tin workings
near Taronga
firsttin.com 3
HIGHLIGHTS & OVERVIEW
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
First Tin came to market in April 2022, successfully
raising £20m to progress its two low capex, high
margin tin assets, located in the Tier 1 jurisdictions of
Australia (Taronga) and Germany (TellerhƤuser).
With both of the Company’s assets having
demonstrated compelling economics at today’s tin
price of US$25,000 in previous independent studies,
the Company has rapidly set to work on commencing
Definitive Feasibility Studies (ā€œDFSā€) at each asset
to capitalise on the advanced nature of our projects.
While we have experienced some minor delays at
TellerhƤuser due to issues with our drilling contractor,
we have made strong operational progress at
Taronga and aim to complete the DFS there by the
end of 2023 as previously indicated. During the
period under review, First Tin undertook substantial
drill programmes at both our assets after a period of
over 40 years of inactivity at each project. These have
confirmed historical mineralisation at both Taronga
and TellerhƤuser, as well proving up extensions to the
previously known resources, highlighting the strong
potential to increase the overall resource and create
exploration upside. Substantial progress has also
been made in proving up the mineral processing and
final flow sheets at both assets and in developing
sustainable solutions for their respective water and
power requirements.
Whilst the ongoing macro-economic challenges
during the period certainly had a material short term
negative impact on the spot tin price, post period
end the spot price has started to strengthen again
and, with a significant tin deficit anticipated by the
International Tin Association (ITA) from 2025 onwards,
we are hopeful that higher prices will emerge in future
periods. The Company still aims to have both of its
assets enter production during this deficit period in
order to help mitigate this future supply gap and to
take advantage of any increases in the tin price.
The surge in demand for tin in the next decade will
be driven by the global transition to clean energy
and technological revolutions. Tin remains crucial in
the creation of any electronic device found in electric
vehicles, computers and control equipment, power
transmission and other renewable technologies. In
particular, the rise in the solar, battery and big data
industries is expected to drive demand. Electric
vehicles now amount to 15% of car sales after record
sales in 2021 and 2022 and are expected to rise to
60% of sales by 2030. Solar power generation also
experienced strong growth at 40% year-on-year, and
data storage requirements are expected to increase
10-fold by 2030. It is therefore essential that this
demand is met by companies that are dedicated to
supplying tin responsibly. Currently, 97% of global
tin supply comes from emerging or developing
economies, with tin mining in these regions often
linked to local conflicts and poor ESG standards
and practices. Indeed, most of the world’s tin comes
from alluvial mining, a highly unsustainable and
environmentally damaging practice. Conversely,
First Tin is focused on becoming a sustainable,
professional, responsible, and regulated tin supplier
in conflict-free, low political risk jurisdictions.
Demand for tin is driven by the
global transition to clean energy
and technological revolutions
During the period under review, it was pleasing to
report that Taronga Mines Pty Ltd, an Australian
registered, 100% owned subsidiary of First Tin,
was awarded a significant grant of A$494,038 by
the Government of New South Wales in Australia
under its Critical Minerals and High-Tech Metals
Activation Fund. The grant reinforces the support
and commitment we have from the Government
Despite the Company facing strong macro headwinds which
included higher inflation rates, supply chain issues, Covid-19
lockdowns in China and the threat of a global recession, I am
pleased to report on the strong operational progress that the
Company has made during the year ended 31 December 2022,
our first as a listed company.
CHARLES CANNON BROOKES
NON-EXECUTIVE CHAIRMAN
4 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
and will help fund the ongoing development on this
important tin deposit.
We were also pleased to welcome Nick Mather
to the Board as a Non-Executive Director on
30 September 2022. Nick has 40 years' experience
in all aspects of resource exploration and brings
technical expertise and a track record of successful
business development which will be valuable as
we focus on achieving the Company's objective
of becoming a low-cost tin producer, through
exploration and development of our two flagship
assets in Germany and Australia.
First Tin has a strong
commitment to ESG principles
First Tin’s commitment to strong Environmental,
Social and Governance (ESG) principles has been
at the forefront of our Company since inception,
and we remain committed to developing a conflict-
free source of tin through sustainable, professional,
responsible, and regulated mining. In line with
this, in April 2023 (post period end), we signed a
partnership agreement with BID Energy Partners,
an Australia based energy company specialising
in strategy, project development and delivery of
renewable energy projects, to provide a feasibility
study on renewable energy supply options for
Taronga. This workstream is designed to benefit all
our stakeholders.
Looking to the future of First Tin, we remain
confident in our ability to progress both our assets in
Australia and Germany. The global clean energy and
technological revolutions and resultant significant
future demand for tin, remain an exciting opportunity
to First Tin and our ability to deliver a sustainable
answer to the global supply shortage, remains our
focused objective.
I would like to take this opportunity to thank
my fellow Directors, the First Tin team and our
shareholders for their ongoing commitment and
support as we strive for another busy and successful
year ahead.
Mr C Cannon Brookes
Non-executive Chairman
CHAIRMAN'S STATEMENT CONTINUED
Examining drill core
samples TellerhƤuser
Deeps
firsttin.com 5
STRATEGIC REPORT
WORLD TIN DEPOSITS MAP
GOTTESBERG
TELLERHƄUSER
6 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
Together, First Tin’s assets represent the 5th largest
undeveloped tin reserves globally, outside Russia,
Kazakhstan and the Democratic Republic of Congo.
TARONGA
FIRST TIN
World tin deposits
>50,000t Sn
OECD Countries
Non OECD Countries
firsttin.com 7
STRATEGIC REPORT
CHIEF EXECUTIVE OFFICER'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
We have achieved a range of milestones towards this
objective since listing on the London Stock Exchange
in April 2022 and in just one year have rapidly put
the building blocks in place to progress Definitive
Feasibility Studies ("DFS") at both of our assets. We
also began our fully funded deep drilling operations
at TellerhƤuser, Germany and commenced drilling at
our Taronga Tin project in Australia, with the intention
of expanding the existing resources at each asset.
The period under review has not been without its
challenges, with the ongoing war in Ukraine, impact
of China’s strict Covid-19 lockdowns and fears of
a global recession all putting extreme pressure on
the spot tin price. However, our assets show robust
economics at US$25,000 tin and we have confidence
that our production schedule is well aligned with a
sustained tin deficit forecast from 2025, which has the
potential to create significant price rises.
This deficit is being driven by tin’s role as a critical
metal, vital for the decarbonisation and electrification
of the world. Yet Europe has very little tin supply,
particularly from conflict-free jurisdictions such as
those in which we operate. Increasing EV uptake and
the surge in solar and data centres is driving demand,
yet Indonesia, which at 34% is the largest producer
of primary tin globally, has stated its intention to
reduce non-beneficiated tin metal exports in favour
of manufactured tin products, while consumer stocks
of tin remain at historical low.
Together, First Tin’s assets represent the 5th largest
undeveloped tin reserves globally, outside China,
Russia, Kazakhstan and the Democratic Republic of
Congo. They are located in tier 1 jurisdictions and
have been de-risked significantly, with extensive
historical work undertaken to date. We intend to
deliver a new, ESG compliant source of tin and
the solid economics that our assets have already
demonstrated (by scoping and pre-feasibility studies)
provides the Company with significant leverage to
higher tin prices.
TARONGA – AUSTRALIA
Our Taronga project, situated in New South
Wales, is a low risk asset in a low risk jurisdiction.
Acquired in 2022 by First Tin, it is surrounded by
excellent existing infrastructure and benefits from
over a century of development and abundant
underexplored tin showings, providing major
exploration upside potential. Significant exploration
work was undertaken by BHP in 1933, 1958, and
1964, and by the Newmont Joint Venture from 1979
to 1983.
Following the commencement of a DFS in August
2022, First Tin began drilling operations just a month
later. Diamond drilling was conducted with the aim
of confirming historical data by twinning historical
holes drilled by Newmont, while RC drilling focused
on testing for extensions to the south of Newmont's
Southern Zone deposit in order to add tonnage to
the Indicated Resources.
Diamond drilling was completed post period end
with a total of 1,619m drilled in 12 holes. Pleasingly,
the results have confirmed the previous Newmont
results with the alignment between First Tin and
Newmont’s drillholes generally being very good.
RC extension drilling is ongoing, but we were
pleased to report in January 2023 that the
programme to date has extended the known
mineralisation by approximately 400m to the south
of the Newmont area and is still open to the south.
2,435m have been completed to date (1,957m of
infill and extension drilling completed in 13 drillholes
I am pleased to report that 2022 saw First Tin make strong
progress in developing both of our assets in Australia
and Germany, with the ultimate goal of delivering on a
low-capex, value-accretive path to achieve annual tin
production of 6,000 tonnes or more.
THOMAS BUENGER
CHIEF EXECUTIVE OFFICER
8 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
and 478m twin drilling completed in four drillholes) with better results
including (downhole widths) as shown in the table opposite.
The drill rig is now infilling this area with the aim of adding tonnage
to the Company’s existing Indicated Resource.
Drilling has also been undertaken in an area previously assumed
to be barren, in the centre of the Newmont resource area. To date,
results have been received for one drillhole which returned several
zones of tin mineralisation. This confirms that tin mineralisation
continues in this previously assumed barren zone and has enabled a
revised geological interpretation of the mineralisation as being
semi-continuous across this zone.
As well as drilling for confirmatory and extension purposes, 670m of
diamond drilling has been completed for geotechnical purposes and
300m of RC drilling has been completed for ground-water monitoring.
The fully funded DFS continues at pace, and is on track to be
completed by the end of 2023. The project is shaping up well, with
alternative energy studies highlighting the economic and social
licence benefits of using low carbon power generation, in line
with our corporate values. In line with this, post period end
we were pleased to sign an agreement with BID Energy
Partners to provide a feasibility study on renewable energy
supply options for Taronga. Taronga is well placed to take
advantage of renewable energy as it is located within
the New England Renewable Energy Zone (ā€œREZā€), one
of the priority REZs in New South Wales. It has high
solar capacity and good wind speed characteristics,
and is located very close to a power line.
Positive progress with our
Environmental Impact Study
Our Environmental Impact Study is also progressing
positively. We are also advancing mineral processing
studies and no red flags have been identified to date.
We are pleased to confirm that results so far, underpin
our previous hypotheses that most tin will be liberated via
a simple coarse crush.
Most data collection is planned to be completed and
results received in H1 or early H2, when some major decisions
concerning the size and style of operation will be finalised and the
Feasibility Study can progress from that point forward with a single
option. We look forward to sharing more results as they come
to hand.
I am also delighted to note that the New South Wales (NSW)
government has shown its support for the project by providing a
grant of almost A$0.5M to the project from its Critical Minerals and
High-Tech Metals Activation Fund.
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED
41m 0.20% Sn from surface
22m 0.12% Sn from 62m
19m 0.20% Sn from surface
9m 0.20% Sn from 133m
32m 0.28% Sn from 118m
33m 0.18% Sn from 109m
56m 0.12% Sn from 5m
Blast-hole drilling for bulk
sample collection at Taronga
firsttin.com 9
STRATEGIC REPORT
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED
TELLERHƄUSER – GERMANY
Our TellerhƤuser project is one of the world’s most
advanced tin deposits. It is located in the tin district
of Saxony, which enjoys an exceptionally long history
of mining, and has an active Mining Licence for the
extraction of mineral resources valid until 30 June
2070. It has major existing infrastructure benefits
which ensure that future development capital
expenditure will remain low.
A Scoping Study, undertaken in 2021, demonstrated
that an operation with a throughput rate of 500,000
tonnes per annum is financially robust with a low
projected start-up capital expenditure of US$49
million, which, at US$30,000 per tonne of tin,
suggested a Net Present Value ("NPV") of US$264
million (using an 8% discount rate) and an Internal
Rate of Return ("IRR") of 58%.
We commenced a DFS in the summer of 2022 and
began drilling as part of this. This programme has
been focused on adding high grade tin mineralisation
from the Dreiberg zone to the Indicated Resources
already present at the project, thus enabling it
to be used for economic evaluation under JORC
guidelines. We successfully intersected high grade tin
mineralisation at depth along strike from the known
resources at the TellerhƤuser project from each of the
four holes drilled, returning the following intercepts:
Drillhole Number From To Interval Sn Zn In Ag Notes
(m) (m) (m) (%) (%) (ppm) (g/t)
SAXDRE25 794.65 795.30 0.65 0.34 0.74 34.90 11.30 Upper Skarn
and 805.70 807.20 1.50 0.75 1.00 33.20 5.60 Lower Skarn
incl. 806.00 806.60 0.60 1.43 1.99 61.50 10.90 0.5% Sn cut-off
SAXDRE24 810.30 816.20 5.90 0.40 0.74 43.00 5.90 Skarn
incl. 811.60 813.00 1.40 1.26 2.16 130.30 20.0 0.5% Sn cut-off
SAXDRE34 886.60 890.45 3.85 0.63 1.29 58.40 4.50 Skarn/schist
incl. 887.75 889.10 1.35 1.49 0.78 122.10 7.10 0.5% Sn cut-off
SAXDRE31 877.20 880.10 2.90 0.71 0.48 56.40 6.50 Skarn/marble
incl. 877.65 878.60 0.95 2.02 1.39 163.0 18.70 0.5% Sn cut-off
These highly encouraging drilling results have
confirmed the skarn horizon is present, continuous
and tin mineralised as was previously identified
by Wismut over 40 years ago. This suggests that
the skarn horizon is continuous for at least 1.5km
southeast of the Indicated Resources at Dreiberg and
is open to the southeast.
The next Dreiberg hole, the fifth drilled by First Tin, is
scheduled to commence in Q2 2023. Should this also
prove successful, the programme may be expanded
to define additional Indicated Resources in the
Dreiberg area.
We are currently in the process of selecting a new
drilling contractor due to the poor performance of
the previous one which has put the proposed drilling
programme behind schedule by around six-months.
Unfortunately, this means that the DFS at TellerhƤuser
is now targeted to be completed in 2024 instead of
end of 2023, as previously expected. However, with
the forthcoming tin deficit expected to be of a long-
term nature, our project is still well aligned to provide
critical supply to meet rising demand.
On a more pleasing note, drilling to date has
obtained enough drill core to undertake mineral
processing test work from Dreiberg with half of the
core from the drillholes being sent to ALS in Burnie,
Australia. This will be the first mineral processing
testwork conducted on Dreiberg mineralisation in
over 40 years and will be useful as variability testwork
for the project as a whole.
Another recent positive development is the discovery
of a considerable amount of additional historical
drilling data for the TellerhƤuser project area.
Following granting of the Mining Licence in 2021,
Saxore was able to request additional historic data, in
particular drillholes targeting uranium mineralisation,
that were also assayed for tin and other metals.
10 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED
This data is currently being added to the main
database and should result in a more robust resource
model and may lead to additional resource tonnes
being added very cost effectively. The additional
identified data represents an equivalent of around
3,500m of core drilling from surface, 4,500m of core
drilling from underground and a number of other
channel samples. Based on the new data from the
TellerhƤuser drilling programme, plus the additional
historical data recently received, we expect to publish
an updated JORC compliant Resource Statement for
TellerhƤuser in June/July 2023.
The Saxonian Mining Authority
confirming the asset’s eligibility
to move straight to the
construction and operational
permitting process
While waiting for additional drilling results to
be returned and while the new historical drilling
data is being analysed, the DFS will continue
to progress and will focus on the areas of
mineral processing as well as investigating
optimal mining methods, mine access
and environmental studies. All these
activities are well financed until end
of 2023. A potential adjusted and
extended drilling programme for
TellerhƤuser based on the results of
the updated Resource Statement
may require further funding
beyond the existing budget.
Furthermore, post period end we
received good news in respect
to the permitting process at
TellerhƤuser, with the Saxonian
Mining Authority confirming the
asset’s eligibility to move straight
to the construction and operational
permitting process. This reduces
the overall permitting timeframe by
a period of up to 12-18 months. This
decision was made due to the minimal
environmental footprint that the project
is anticipated to have throughout both the
construction and production phases.
GOTTESBERG
During the period, we also commenced drilling at
our Gottesberg project, which we believe represents
a possible satellite orebody development for
processing at TellerhƤuser, due to its close proximity.
A historical project of historic significance, it has an
existing JORC resource of 42.1Mt grading 0.27% Sn
(114,000t tin).
16 holes have been drilled for a total length of
2080.5m across seven drill sites in the project area,
and we have been pleased with the results to date,
which have confirmed a higher-grade section within
the existing resource. This has validated the Board's
belief that a higher-grade core exists within the large
but moderate grade deposit. Of particular note was a
high-grade intercept of 73.3m @ 0.49% tin from 91.7m
which included 15.6m @ 0.74% tin from 149.4m.
firsttin.com 11
STRATEGIC REPORT
MOU WITH ERF
During the period, First Tin signed a non-binding
Memorandum of Understanding ("MOU") with
Ecobat Resources Freiberg GmbH ("ERF"), a market
leader in the collection, recycling, production, and
distribution of resources for battery systems. Our
intention is to jointly establish a fully integrated 'mine
to metal' value chain in Germany, which is closely
aligned with our strategy to provide a fully traceable,
ESG compliant supply of tin to Germany and the EU
from conflict-free locations.
ESG
First Tin is committed to provide an ethically sourced
supply of tin through sustainable, professional,
responsible, and regulated mining. Our priorities
remain to minimize our CO2 footprint from an early
stage by utilising renewable energy and by using
electrification options wherever possible for future
mine equipment. We focus on safety as one of the
Company’s core values and aim for a fatality and
injury free workplace.
The Company will also try to minimise its
environmental footprint through identification
and implementation of ā€œleave-no-trace solutionsā€
wherever possible and will operate in an ethical
and respectful way that is built on a transparent
relationship with local communities and their culture
and laws. Wherever possible First Tin will source
goods and hire employees locally and will plan to
leave a positive legacy on its local environment.
During the period under review, First Tin received its
inaugural environmental, social and governance (ESG)
rating from Digbee. Digbee is a leading independent
assessment platform for ESG disclosure in the
mining industry. Based on ESG achievements in the
Company’s first six months of operations since listing
on the London Stock Exchange in April 2022, First Tin
achieved an overall rating of BB.
The Digbee ESG assessment is a further
demonstration of our commitment to transparent
reporting of our performance and progress as we
work to achieve the highest levels of ESG compliance
and practice across our operations.
FINANCE REVIEW
In respect of the financial results, First Tin posted
a comprehensive loss for the period of £3.1m and
ended the period with a healthy cash position of
£13.8m and a net asset value of £41.8m. Expenditure
during the period was primarily focussed on
drilling activities and other DFS related costs as
well as on strategic land and property acquisitions.
The Company believes that it has adequate cash
resources to fund its operating activities throughout
2023 allowing it to deliver a DFS study at Taronga in
late 2023 while at the same time advancing the DFS
work currently ongoing at TellerhƤuser.
OUTLOOK
2022 has been a year of a strong operational
performance for First Tin at both our assets in
Australia and Germany. We expect 2023 to be
another busy and exciting year for us where we will
continue to build on the momentum achieved last
year to add further value to our assets.
This will be achieved through the completion of our
DFS at Taronga and the delivery of updated resources
for each project in 2023. We have already gathered a
significant amount of data from both and, with no red
flags having emerged to date, we remain optimistic
for the future.
Our macro view of the tin market remains bullish
with tin spot prices having risen in recent years,
with record highs in March 2022 of US$49,000
per tonne. It is clear that the demand for
tin will remain strong in the years ahead
as the metal continues to be an important
component for soldering electronics including
semiconductors, solar panels, electronic
systems in electric vehicles (EVs) and
batteries. These significant drivers, together
with a rapid increase in battery production
and the rise of big data, are expected to
create a material tin deficit from 2025 and
we are confident that First Tin remains well
positioned to take advantage of this opportunity
and become a material tin supplier from its
conflict-free and low political risk jurisdictions.
We have the right strategy and business model to
unlock the significant value potential of our tin assets
and pursue our purpose to develop a sustainable tin
mining company to generate a long-term value for all
our stakeholders.
Mr T Buenger
Chief Executive Officer
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED
12 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
Drilling commences
at Dreiberg Deep
firsttin.com 13
PRINCIPAL ACTIVITIES
The Company owns two advanced tin projects, one in
Germany and one in Australia, and is seeking to bring
both projects into production in order to be able to
deliver a sustainable answer to the material supply
issues faced by industrial tin consumers.
The Company’s aim is to become a global tin
producer supplying fully traceable and verifiable tin
units into global industries with high tin usage needs.
BUSINESS REVIEW
A review of the business is set out in the Chief
Executive Officer’s report on pages 8 to 12.
FINANCIAL REVIEW
The Group reported a loss after tax of £3,242,946
(2021: £1,212,677) and a net asset value of
£41,783,886 (2021: £7,569,316) for the year
under review.
At 31 December 2022 the Group had cash balances
of £13,823,173 (2021: £2,503,714).
The Group completed its IPO on the Standard List of
the London Stock Exchange on 8 April 2022, raising
Ā£20 million (before expenses) of new equity capital
to complete further resource drilling and feasibility
studies on both its TellerhƤuser and Taronga assets.
These studies will provide the basis to secure
additional funding and to accelerate a path to mining
production on both projects.
Also on 8 April 2022, the Company issued 60 million
shares at 30 pence per share as part of its acquisition
of Taronga. The business was acquired in line with the
Company’s aim of being able to deliver a sustainable
answer to the material supply issues faced by
industrial tin consumers.
PRINCIPAL RISKS AND UNCERTAINTIES
The Directors consider the following to be the key
risks and uncertainties applicable to the Group’s
activities:
DEPENDENCE ON TWO PROJECTS
At the date of the Company’s admission to the
London Stock Exchange the Company owns two
projects. The Company’s success will be dependent
on those two projects and issues at one project may
adversely affect the other and, in turn, the Company.
LICENCES AND PERMISSIONS
The ability of the Group to progress its projects
is highly dependent on it maintaining existing
licences, successfully applying for extensions to such
licences and acquiring future necessary licences and
permissions. In the event that the Company does not
do so the results of its operations will be materially
adversely affected.
On 16 September 2020, Saxony Minerals and
Exploration AG (ā€œSMEā€) filed an objection with the
Saxon Mining Office (being the awarding body in
Saxony for mining licences) against a notice dated
13 August 2020 pursuant to which the Company’s
subsidiary in Germany, Saxore Bergbau GmbH
(ā€œSaxoreā€), was granted a permit by the Saxon
Mining Office for the exploration and mining over the
ā€œRittersgrünā€ field which contains the TellerhƤuser
project. On 26 January 2021, the Saxon Mining Office
ordered the immediate enforcement of the permit
awarded to Saxore. SME applied to the Chemnitz
Administrative Court on 12 April 2021 for a ruling
that its September 2020 objection would suspend the
permit but this was rejected by the Court on
12 July 2021 with the Court noting that it considered
the permit to be lawfully granted and that the
objection was unfounded.
SME filed an appeal on 22 July 2021 with the Saxon
Higher Administrative Court but this was rejected
on 22 March 2022. In its decision, the Saxon Higher
Administrative Court noted that the appeal was
unfounded, that the immediate enforcement of the
"Rittersgrün" permit was lawful and that the granting
of the "Rittersgrün" permit to Saxore did not violate
any rights of SME. The decision of the Saxon Higher
Administrative Court on the immediate enforcement
of the permit is final, and no further appeal by SME
is possible against this decision. Neither Saxore nor
the Company were directly party to such proceedings
and the two Court decisions, confirming that the
immediate enforcement of the "Rittersgrün" permit
(mining licence) was lawful, is a strong sign that the
Courts regard the granting of the permit itself as
lawful and the objection of SME as unfounded.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The Directors present their strategic report for First Tin Plc for the year ended
31 December 2022.
14 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
STRATEGIC REPORT CONTINUED
PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)
REQUIREMENT FOR FURTHER CAPITAL
Risk: Whilst the Company has sufficient working capital
for its plans in the short-medium term, to bring both
of its Projects into production, it will need to raise
additional capital. Such capital could be by way of
equity financing, which will dilute existing shareholders
or by way of mezzanine capital or debt funding which
could see the Company subject to various banking
covenants.
Mitigation: The Group continues to execute its
fund-raising strategies to obtain the required
capital to adequately fund the Projects and working
capital of the business. The Group continues to
monitor capital market conditions and identify and
engage further strategic and institutional investors
directly and through its advisors and brokers.
COMMODITY PRICES
Risk: The Company’s future value and its potential
future revenues will be highly dependent on global tin
prices. Although tin prices are, as at the date of these
financial statements, increasing and above long-term
averages, there can be no guarantee that the tin price
will remain at price levels seen in the last two years. A
depressed tin price will adversely affect the Company’s
ability to raise future funding and its ability to produce
future positive cash flows.
Mitigation: The Group is 100% exposed to the tin
price; however, the cash costs of both of the assets
remain within our budget which is conservatively
based on the long-term tin price as modelled by
external advisors.
NATURE OF MINERAL EXPLORATION AND DEVELOPMENT
Risk: Mineral exploration and development can
be highly speculative in nature and involve a high
degree of risk. The economics of developing mineral
properties are affected by many factors including
the cost of operations, variations of the grade of ore
mined, fluctuations in the price of minerals, costs of
development, infrastructure and processing equipment
and such other factors as government regulations,
including regulations to royalties, allowable production,
importing and exporting of minerals and environmental
protection.
Mitigation: Management, in designing and
planning the Group’s operations, incorporates
contingency planning. The Group has multiple
mining faces to minimise geological and mining
risk to operations.
LITIGATION RISK
Risk: The Company may face litigation from third
parties aimed at delaying or stopping the Company’s
operations or could potentially be impact by a third
party attempting to litigate against a licensing authority.
Such litigation could be brought by environmental
pressure groups or competitors and could result in the
Company having to spend management time and cash
on dealing with such proceedings.
Mitigation: Management maintains on-going
dialogue with the local relevant government bodies
and stakeholders regarding its operations to ensure
that such groups are well informed and also to help
ensure that the Group is informed at an early stage
of any issues of concern that such groups may
have. The Group employs staff and consultants who
are experienced in both German and Australian
mining legislation to ensure that the Group is in
compliance with legislation at all times.
firsttin.com 15
STRATEGIC REPORT
STRATEGIC REPORT CONTINUED
PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)
MINING INDUSTRY RISKS AND HAZARDS
Risk: The Company’s operations will be subject to
typical hazards and health and safety risks present
in exploring and exploiting natural resources. This
includes accidents, industrial disputes and litigation
from third parties. Any such events could materially
impact the Company’s financial condition.
Mitigation: Acting in an ethical, responsible and
transparent manner is fundamental to realising the
significant business benefits gained from building
trusted and constructive relationships with all our
stakeholders, and to maintaining our socio-political
license to operate. A key focus is strengthening
our sustainability governance and management
framework at all levels of the organisation,
including reinforcement of our performance
standards to support growth. We allocate sufficient
resources to ensure the long-term physical,
chemical and biological stability of the site, or
social benefits to our host communities.
FOREIGN EXCHANGE RISK
Risk: The Company will be exposed to foreign
exchange risk as it is domiciled in the UK but with
operations in Germany and Australia, and, in addition
as tin is priced in US Dollars. There can be no
guarantee that exchange rates between the Pound,
Euro, Australian Dollar and US Dollar will not become
more volatile in the future.
Mitigation: To minimise the Group’s risk, the Group
tries to match the currency holdings with future
operating cash flows. Funds are pooled centrally
in the head office bank accounts to the maximum
extent possible. The Group has converted
12-months of budgeted operating expenses into
the relevant currencies to avoid month to month
fluctuations in the foreign exchange rates.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
Risk: First Tin is committed to the environmentally
sensitive development of advanced hard rock tin
projects in conflict free, low political risk jurisdictions.
The Company’s goal is to minimise our CO2 footprint
and implement ā€˜leave no trace’ solutions wherever
possible, and develop and operate low-carbon
sustainable tin mines that support the current global
clean energy and technological revolutions.
First Tin is also supporting a decarbonised future and is
committed to best-in-class environmental responsibility.
The impacts of climate change are increasingly being
felt around the world and First Tin is committed to
being a zero-carbon emissions company as agreed
to by nations participating in the Paris Agreement of
2015. The Company applies stringent environmental
controls and procedures to minimise and mitigate
its impact on land, water, air quality, climate and
biodiversity and complies with the requirements of all
applicable legislation, regulation and rules. First Tin
has undertaken a third party independent ESG audit
assessment and is a qualified candidate for European
Raw Material Alliance funding and support.
Mitigation: The Group has recognised the
potential future requirement for the appointment
of a Sustainability Manager. It has engaged
with expert consultants in this field to establish
emissions reporting, guidance and publications.
Additionally it has established relationships with
external parties to drive the ESG process forward.
16 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
STRATEGIC REPORT CONTINUED
PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)
KEY PERSONNEL RISK
Risk: The Group is reliant on a number of key
personnel. The loss of one or more of its key personnel
could have an adverse impact on the business of
the Group.
Mitigation: To deliver on the principles and
commitments as stated in our People policy. Visible
leadership in the development of our people,
diversity and inclusion. Sustained resourcing of the
professional development and training initiatives.
The Group is in the process of implementing
a compensation policy that seeks to recruit
suitable talent and to remunerate talent at levels
commensurate with market levels.
CYBER ATTACKS AND ONLINE FRAUD
Risk: The potential for cyber security attacks, misuse
and release of sensitive information pose ongoing and
real risks.
Mitigation: The Group monitors IT and fraud risk
and continues to invest in people, process and
technology to protect our information systems and
assets.
FINANCIAL RISK MANAGEMENT
The Group’s operations are subject to a variety of financial risks including price risk, credit risk and liquidity
risk. Details of the Group’s financial risk management policies are set out in the Note 19 to the Consolidated
Financial Statements.
FUTURE DEVELOPMENTS
The Group actively monitors the appropriate laws and regulations in each of its jurisdictions. At present
there are no major changes foreseen in this regard that will have a material effect on the development of the
Group’s assets. Consideration is given to various risk factors (set out above) which may have a bearing on the
Group’s progress and all of these factors are subject to change.
GENDER DIVERSITY
The breakdown by gender of the current number of people employed by the Group as at 31 December 2022
is as follows:
DIRECTORS MANAGEMENT EMPLOYEES
Total number
of directors
6
Total number at
management level
9
Total number
of employees
27
Female (1) Male (5) Female (1) Male (8) Female (6) Male (21)
firsttin.com 17
STRATEGIC REPORT
STRATEGIC REPORT CONTINUED
EVENTS AFTER THE REPORTING DATE
There have been no material events to report since
the year end.
S172 STATEMENT
The directors of the Company, as those of all UK
companies, must act in accordance with a set
of general duties. These duties are detailed in
section 172 of the UK Companies Act 2006 which is
summarised as follows:
ā€˜A director of a company must act in the way they
consider, in good faith, would be most likely to
promote the success of the company for the benefit
of the shareholders as a whole and, in doing so have
regard (amongst other matters) to:
• the likely consequences of any decisions in the
long-term;
• the interests of the company’s employees;
• the need to foster the company’s business
relationships with suppliers, customers and others;
• the impact of the company’s operations on the
community and environment;
• the desirability of the company maintaining a
reputation for high standards of business conduct;
and
• the need to act fairly as between members of the
company.’
SHAREHOLDERS
First Tin seeks to develop a broad investor base
with those who share our values and are supportive
of our strategy. Engagement with shareholders is
a key element to this objective and is achieved
through various ways. Besides engaging through the
Company’s Annual General Meeting and through
publication of full and half-year financial results,
Directors and members of the executive team,
supported by the Company’s broker and Investor
Relations advisors, engage with investors directly,
mainly through regulatory news, press releases and
other publications, as well as presentations and
investor talks.
EMPLOYEES
Our current and future success is underpinned by our
ability to engage, motivate and adapt our workforce.
Creating the right environment for employees
where their various strengths are recognised and
their contributions are valued, helps to ensure that
we can deliver our shared objectives. During 2022,
internal communications and reporting lines were
strengthened, the growing number of employees
were kept informed of all the workstreams across
the Company and helped to raise key issues with
directors and executives.
CUSTOMERS
First Tin is in the process of developing its assets.
However understanding our future customers and
even their customers and what matters to them
is of paramount importance to the Company. A
comprehensive knowledge of the tin market, product
applications, end users and delivery of this resource
in a clean and ethical manner is at the core of First
Tin’s corporate values.
SUPPLIERS
We have long-standing, close relationships with our
suppliers, service providers and consultants and
are in regular contact with them. Fostering good
business relationships with key stakeholders including
suppliers is important to the Company’s success
and we are committed to acting ethically and with
integrity in all business dealings and relationships.
COMMUNITIES AND ENVIRONMENT
First Tin is committed to utilising industry best
practices and achieving the highest standards
of environmental management and safety. The
Company also seeks and maintains positive
relationships with its local communities and
endeavour to continuously assess and monitor
environmental impact, promote internally and
across our industry best practices for environmental
management and safety.
TELLERHƄUSER
A social management plan will be developed,
including stakeholder engagement using
various formats to ensure open and transparent
communication and negotiation with local
government, businesses and residents. This will
include public information events, community
meetings, local council meetings; field visits with
responsible authorities; development of a Project
website; as well as presence on social media
platforms such as Facebook; local print media
and press releases; a temporary staffed office in
Rittersgrün; and information sessions with poster
presentations to describe details of the project.
The information strategy developed by Saxore
and the participation in social projects is to convey
transparency and create trust among residents,
18 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
STRATEGIC REPORT CONTINUED
S172 STATEMENT (CONTINUED)
politicians and authorities. A community and
stakeholder public relations work programme for the
construction, operational and closure phases will be
established.
Community Development could include infrastructure
improvements in the immediate area. Initial
discussions with the Breitenbrunn community have
been held regarding the construction of a separate
pavement and cycle path, refurbishment of a small
bridge, and the integration of access to the local
swimming pool to solve anticipated traffic problems
arising from overlap of access to the public pool and
the mine. There is also an intention to contribute to
the preservation of the public pool in Rittersgrün.
TARONGA
We have held several meetings with our close
neighbours and maintain regular email contact
advising them of our current activities. We have also
hosted two community information forums for the
Emmaville community to provide an overview of the
Company’s plans and seek early input and feedback
on issues important to the community. As part of
our commitment to ongoing engagement, we have
appointed a community liaison officer who lives in
Emmaville and is responsible for organising and
posting regular newsletters and compiling community
feedback. In addition to feedback received through
engagement directly with the Company, the
community will be provided with an opportunity
to support or object to the Project as part of the
development approvals process. We have begun
engagement with the First Nations community and
plan to accelerate this during the next six months. An
independent community and social licence consultant
has been engaged as part of the environmental
assessment process and a report on potential
social and community impacts will accompany the
development application.
GOVERNMENT AND REGULATORS
Maintaining respectful and collaborative relationships
with our regulatory authorities is vital to the success
of our business. We believe that the strength of these
relationships will allow us to make a sustainable and
beneficial contribution to the regions in which we
operate.
We have held preliminary meetings with Department
of Regional NSW, including the Mining, Exploration
and Geoscience division and Resources Regulator,
to outline the status of exploration and preliminary
mine planning and will hold further meetings with the
Department as part of the Mine Development Panel
process. A Scoping Meeting will also be held with
the NSW Department of Planning and Environment
as part of the formal commencement of the
development approvals process. We have been in
contact with the local parliamentary representatives
and have held meetings with Glen Innes Severn
Council to inform them of our plans and progress
and seek preliminary input into local issues requiring
consideration. The route for mining permissions in
NSW is well regulated and specified and we have
followed all required protocols to date and intend to
continue to do so.
BUSINESS CONDUCT
As explained in more detail in the Corporate
Governance section on pages 24 to 28, values and
culture are an integral part of our strategy and the
Board strives to promote a culture based on high
business conduct standards.
ACTING FAIRLY AS BETWEEN MEMBERS OF THE
COMPANY
Having assessed all necessary factors, and as
supported by the processes described above, the
Directors consider the best approach to delivering on
the Company’s strategy. This is done after assessing
the impact on all stakeholders and is performed
in such a manner so as to act fairly as between the
Company’s members.
This report was approved by the Board on
11 April 2023 and signed on its behalf by:
Mr T Buenger
Chief Executive Officer
firsttin.com 19
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE ("ESG")
FOR THE YEAR ENDED 31 DECEMBER 2022
OUR VISION
A conflict-free source
of tin through sustainable,
professional, responsible,
and regulated mining.
INTEGRITY
• Do what is right;
• Do what we say we will do;
and
• Be inclusive.
RESPECT
• For the environment
• For our employees (including their health,
safety and wellbeing)
• For the local communities in which we operate
PERFORMANCE
• For delivering outcomes to progress
the green and technological revolutions
• For enhancing the community
• For a return to our shareholders
GLOBAL RESPONSIBILITY
• Assisting in the transition to a ā€œgreener futureā€
• Managing our impacts at every stage of
development and production
OUR PRIORITIES
1
SAFETY
2
MINIMISING OUR
CO
2
FOOTPRINT 3
MINIMISING OUR
ENVIRONMENTAL
FOOTPRINT
4
ETHICAL AND
RESPECTFUL 5
RECRUITMENT AND
MATERIALS 6
POSITIVE
LEGACY
A core value; we aim for a
fatality and injury free workplace.
From an early stage of our mine
project; utilising renewable
energy supply, screenings, and
electrification options for future
mine equipment wherever possible.
Through identification and
implementation of
ā€œleave-no-trace solutionsā€
wherever possible.
Behaviour that is built on a
transparent relationship with
local communities and their
culture and laws.
Source and hire locally. Prepare to leave a positive
legacy for the local
environment.
20 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
• Design, build and operate a state of the art,
environmentally sensitive and conflict-free tin
mining operation;
• Establish a contractual arrangement with the
legitimate First Nations land claimants for the land
plot that partially overlaps where the northern
southern pit mineralisation are;
• Support locals through two dedicated internship
positions that will offer training opportunities for
mining industry relevant positions, on a rotating
basis;
• Inclusive employment policies that encourage
diversity and gender balance;
• Investigate the options to share water supply from
our purchased water allocation rights with the
local community, subject to the outcome of the
water bores and exploration results;
• Investigate the options to supersize the intended
PV power generation plant in order to achieve a
low, or even CO2-free, energy footprint; and
• Plan a tree planting initiative based on the
recommendations of local experts and Glen Innes
Severn Council.
OUR PRIORITIES
1
SAFETY
2
MINIMISING OUR
CO
2
FOOTPRINT 3
MINIMISING OUR
ENVIRONMENTAL
FOOTPRINT
4
ETHICAL AND
RESPECTFUL 5
RECRUITMENT AND
MATERIALS 6
POSITIVE
LEGACY
A core value; we aim for a
fatality and injury free workplace.
From an early stage of our mine
project; utilising renewable
energy supply, screenings, and
electrification options for future
mine equipment wherever possible.
Through identification and
implementation of
ā€œleave-no-trace solutionsā€
wherever possible.
Behaviour that is built on a
transparent relationship with
local communities and their
culture and laws.
Source and hire locally. Prepare to leave a positive
legacy for the local
environment.
TARGETS TARONGA:
WE COMMIT TO:
TARGETS TELLERHƄUSER:
WE COMMIT TO:
• Design, build and operate a state of the art,
environmentally sensitive and conflict-free tin
mining operation with a ā€œleave-no-traceā€, mine
waste-free, surface footprint wherever possible;
• Develop a policy for a professional training/
apprenticeship program to support locals to
qualify as potential future employees;
• Investigate the options to supply the future
TellerhƤuser mine with renewable energy in
order to achieve a low, or even CO2-free, energy
footprint. Identify the potential use for the
geothermal heat that we can extract out of the
to-be-pumped and treated ground water;
• Support the technology development for low
CO2, or CO2-free, tin smelting and refining
options as co-financier of a study at the local
university; and
• Integrate electrical driven equipment as one
option into our DFS.
firsttin.com 21
STRATEGIC REPORT
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES
FOR THE YEAR ENDED 31 DECEMBER 2022
First Tin is committed to extracting resources responsibly and the importance
placed on sustainability is at the core of the Group’s development programme
and future operations.
GOVERNANCE ARRANGEMENTS IN RELATION
TO ASSESSING AND MANAGING CLIMATE-
RELATED RISKS AND OPPORTUNITIES;
The Audit and Risk Committee is responsible
for reviewing and monitoring the suitability and
effectiveness of the Company’s risk management
policies and processes. Since the Group’s IPO during
April 2022 the Audit and Risk Committee approved
a risk management framework which includes a risk
appetite statement and risk register which identifies
and analyses the main risks of the Group along with
the mitigations to those risks (appropriate to the
current stage of the Group’s development). On the
recommendation of the Audit and Risk Committee
the Board formally adopted the risk management
framework during the period. The Environmental,
Social and Governance Committee is responsible
for ensuring that environmental and climate-related
issues are incorporated into all aspects of the Group’s
development as well as assessing the Group’s internal
controls to demonstrate and record conformity with
the Group’s stated environmental goals which can be
reviewed in the ESG Report on pages 20 to 21.
PROCESSES FOR IDENTIFYING, ASSESSING
AND MANAGING CLIMATE-RELATED RISKS ARE
INTEGRATED INTO THE ENTITY’S OVERALL RISK
MANAGEMENT PROCESS;
Given the early stage of the development of the
Group’s assets the Directors have elected to not
make a detailed disclosure in this regard, the
Group has appropriate governance structures and
procedures in place to identify risks and implement
further risk management procedures as its assets are
developed. At this time the Group operates from two
corporate offices, with no operational tin production
activity. As such Scope 1, Scope 2 and Scope 3
greenhouse gas (GHG) emissions are not produced
and climate-related risks are minimal. Future risks are
actively managed as part of the feasibility studies of
both Projects.
PRINCIPAL CLIMATE-RELATED RISKS AND
OPPORTUNITIES ARISING IN CONNECTION
WITH THE ENTITY’S OPERATIONS;
At this stage of the development of the Group’s
assets the Directors have elected to not make a
detailed disclosure in this regard as specific climate-
related risks and opportunities will be defined further
into the development programme.
TIME PERIODS BY REFERENCE TO WHICH
THOSE RISKS AND OPPORTUNITIES ARE
ASSESSED;
The Group’s risk management framework is reviewed
at least twice annually which the Board feels is
appropriate at this stage of the development
programme. However the framework is fluid and
might be analysed, adapted and expanded more
frequently as First Tin moves towards being a
sustainable tin producer. As noted in the ESG
Report (pages 20 to 21) the Group will identify
and implement ā€˜leave no trace’ solutions wherever
possible, including utilising renewable energy supply,
screenings, and electrification options for future mine
equipment.
ACTUAL AND POTENTIAL IMPACTS OF THE
PRINCIPAL CLIMATE-RELATED RISKS AND
OPPORTUNITIES ON THE ENTITY’S BUSINESS
MODEL AND STRATEGY;
At this stage of the development of the Group’s
assets the Directors have elected to not make a
detailed disclosure in this regard as the impact of
climate-related risks and opportunities will be defined
further into the development programme. As noted
in the Chief Executive Officer’s Report on pages 8 to
12 the Group has stringent environmental controls
and procedures in place to minimise and mitigate
its impact on land, water, air quality, climate, and
biodiversity and complies with the requirements of
all applicable legislation, regulation, and rules in
countries of its operation.
22 FIRST TIN l ANNUAL REPORT 2022
STRATEGIC REPORT
ANALYSIS OF THE RESILIENCE OF THE
ENTITY’S BUSINESS MODEL AND STRATEGY,
TAKING INTO CONSIDERATION DIFFERENT
CLIMATE-RELATED SCENARIOS;
At this stage of the development of the Group’s
assets the Directors have elected to not make a
detailed disclosure in this regard. As noted in the
Chairman’s Statement on pages 4 to 5 First Tin is
confident in its ability to progress both assets in
Australia and Germany in a sustainable fashion. The
global clean energy and technological revolutions
and resultant significant future demand for tin, are
an exciting opportunity for First Tin and its ability
to deliver a sustainable answer to the global supply
shortage.
TARGETS USED BY THE GROUP
TO MANAGE CLIMATE-RELATED
RISKS AND TO REALISE CLIMATE-
RELATED OPPORTUNITIES AND OF
PERFORMANCE AGAINST THOSE
TARGETS;
At this stage of the development
of the Group’s assets the Directors
have elected to not make a detailed
disclosure in this regard as specific
targets will be defined further into the
development programme. As noted in
the ESG Report (pages 20 to 21) the
Group will identify and implement ā€˜leave
no trace’ solutions wherever possible
and endeavour to minimise First Tin’s
CO2 footprint from an early stage.
KEY PERFORMANCE INDICATORS (KPIS)
USED TO ASSESS PROGRESS AGAINST
TARGETS USED TO MANAGE CLIMATE-
RELATED RISKS AND REALISE CLIMATE-RELATED
OPPORTUNITIES AND OF THE CALCULATIONS
ON WHICH THOSE KPIS ARE BASED.
At this stage of the development of the Group’s
assets the Directors have elected to not make a
detailed disclosure in this regard as specific risks and
opportunities will be defined closer to the transition
from development to production. The Group’s CEO
has environmental targets built into personal KPIs for
the financial year ending 31 December 2023.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Solar panels powering
Taronga office
firsttin.com 23
STRATEGIC REPORT
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company is managed under the direction and
supervision of the Board of Directors. Among other
things, the Board sets the vision and strategy for
the Company in order to effectively implement
the Company’s business model which is to be the
largest listed supplier of sustainable tin for the fourth
industrial revolution – decarbonise and electrify – by
bringing our capex lite, advanced-stage projects into
production.
Good corporate governance creates shareholder
value by improving performance while reducing or
mitigating risks that the Company faces as we seek to
create sustainable growth over the medium to long-
term. It is my role as Chairman to lead the Board
effectively and to oversee the adoption, delivery
and communication of the Company’s corporate
governance model.
The Listing Rules require all companies admitted
to the Standard Segment of the FCA’s Official List
to adopt and comply with a recognised corporate
governance code. In this regard, the Board has
adopted the Quoted Companies Alliance Corporate
Governance Code (the ā€œCodeā€). It was decided
that the Code was more appropriate for the
Company’s size and stage of development than the
more prescriptive Financial Reporting Council’s UK
Corporate Governance Code. The narrative that
follows sets out in broad terms how we comply with
the Code at this point in time and we will provide
annual updates to the report going forward.
PRINCIPLE 1:
ESTABLISH A STRATEGY AND BUSINESS MODEL
WHICH PROMOTE THE LONG-TERM VALUE FOR
SHAREHOLDERS
First Tin plans to establish sustainable tin production
and processing from its flagship assets, the
TellerhƤuser project in Saxony, Germany and the
Taronga Project in New South Wales, Australia.
First Tin is developing advanced hard rock tin
projects in Tier 1 jurisdictions; Germany and Australia
with an ambition to follow these streams of critic
mineral into the electric vehicle, renewable energy
and semi-conductor supply chain.
PRINCIPLE 2:
SEEK TO UNDERSTAND AND MEET
SHAREHOLDER NEEDS AND EXPECTATIONS
The Company is committed to listening and
communicating openly with its shareholders to ensure
that its strategy, business model and performance
are clearly understood. Understanding what analysts
and investors think about us, and in turn, helping
these audiences understand our business, is a key
part of driving our business forward and we actively
seek dialogue with the market. We do so via retail
and institutional investor roadshows, attending
and presenting at investor conferences, meeting
with independent investment analysts and financial
journalists and our regular reporting.
The Directors actively seek to build a relationship
with institutional shareholders. The Chief Executive
Officer (ā€œCEOā€) and other Directors will make
presentations to institutional shareholders and
analysts from time-to-time in part to listen to their
feedback and have a direct conversation on any areas
of concern. The Board as a whole is kept informed
of the views and concerns of major shareholders by
briefings from the CEO. Any significant investment
reports from analysts will be circulated to the Board.
The Non-Executive Chairman is also available to
meet with major shareholders if required to discuss
issues of importance to them.
The Annual General Meeting (ā€œAGMā€) is one forum
for dialogue with shareholders and the Board. The
Notice of Meeting is sent to shareholders at least
21 clear days before the AGM. The Chair of the
Board and all Committee Chairs, together with all
other Directors, will routinely attend the AGM and are
available to answer questions raised by shareholders.
For each vote, the number of proxy votes received
for, against and withheld is announced at the
meeting. The results of the AGM will subsequently be
published on the Company’s website.
PRINCIPLE 3:
TAKE INTO ACCOUNT WIDER STAKEHOLDER
AND SOCIAL RESPONSIBILITIES AND THEIR
IMPLICATIONS FOR LONG-TERM SUCCESS
Engaging with all our stakeholders strengthens our
relationships and helps us make better business
decisions to deliver on our commitments. The
Board is regularly updated on wider stakeholder
engagement to stay abreast of stakeholder insights
into the issues that matter most to them and our
business, and to enable the Board to understand
and consider these issues in decision-making.
Some examples of stakeholders aside from our
shareholders are our clients and our suppliers. The
Board therefore closely monitors and reviews the
results of the Company’s engagement with those
groups to ensure alignment of interests.
24 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STATEMENT CONTINUED
PRINCIPLE 4:
EMBED EFFECTIVE RISK MANAGEMENT,
CONSIDERING BOTH OPPORTUNITIES AND
THREATS, THROUGHOUT THE ORGANISATION
FINANCIAL CONTROLS
The Company’s Audit and Risk Committee comprises
Ingo Hofmaier (Chairman), Catherine Apthorpe and
Seamus Cornelius. The Audit and Risk Committee
meets as often as required and at least twice a year.
The Audit and Risk Committee’s main functions
include reviewing the effectiveness of internal
control systems and risk assessment, making
recommendations to the Board in relation to the
appointment and remuneration of the Company’s
auditors and monitoring and reviewing annually
their independence, objectivity, effectiveness and
qualifications.
The Audit and Risk Committee also monitors
the integrity of the financial statements of the
Company and Group, including its annual and
interim reports and any other formal announcement
relating to financial performance. The Audit and
Risk Committee is responsible for overseeing the
Company’s relationship with the external auditors,
including making recommendations to the Board
on the appointment of the external auditors and
their remuneration. The Audit and Risk Committee
considers the nature, scope and results of the
auditors’ work and reviews, and can develop and
implements policies on the supply of non-audit
services that are provided by the external auditors
where appropriate. The Audit and Risk Committee
focuses particularly on compliance with legal
requirements, accounting standards and the relevant
Listing Rules and ensuring that an effective system
of internal financial and non-financial controls is
maintained. The ultimate responsibility for reviewing
and approving the annual report and accounts
remains with the Board. The identity of the Chairman
of the Audit and Risk Committee is reviewed on
an annual basis and the membership of the Audit
and Risk Committee, and its terms of reference are
kept under review. The Audit and Risk Committee
members are all considered independent Non-
Executive Directors and no member has links with the
Company’s external auditors.
STANDARDS AND POLICIES
The Board is committed to maintaining appropriate
standards for all the Group’s business activities and
ensuring that these standards are set out in written
policies where appropriate. The Board acknowledges
that the Group’s international operations may give
rise to possible claims of bribery and corruption.
In consideration of the UK Bribery Act the Board
reviews the perceived risks to the Group arising from
bribery and corruption to identify aspects of the
business which may be improved to mitigate such
risk. The Board has adopted a zero-tolerance policy
toward bribery and has reiterated its commitment
to carry out business fairly, honestly and openly. The
Company has also adopted a share Dealing Code, in
conformity with the requirements of the Listing Rules
for Companies and the Market Abuse Regime (MAR)
and will take steps to ensure compliance by the
Board and senior staff with the terms of the code. In
summary, the code stipulates that those covered by
it should: not deal in any securities of the Company
unless prior written notice of such proposed dealings
has been given to the Board and written clearance
received from the Board; not purchase or sell
any securities of the Company in the two months
immediately preceding the announcement of the
Company’s half-yearly or annual results; not use
another person, company or organisation to act as
an agent, or nominee, partner, conduit or in another
capacity, to deal in any securities on their behalf
where that third person would breach obligations
under this paragraph; and immediately inform the
Board of any dealings in the Company’s shares.
All material contracts are required to be reviewed
and signed by a Director of the Company and
reviewed by our external counsel.
The Company has a social media policy. The
objective of the policy is to minimise the risks to the
Company through use of social media. The policy
deals with the use of all forms of social media,
all social networking sites, internet postings, the
Company’s website, non-regulatory news feeds and
blogs. It applies to use of social media for business
purposes as well as personal use that may affect
the Company in any way. The policy covers all
employees, officers, consultants, contractors, interns,
casual workers and agency workers.
firsttin.com 25
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STATEMENT CONTINUED
PRINCIPLE 5:
MAINTAIN THE BOARD AS A WELL-FUNCTIONING,
BALANCED TEAM LED BY THE CHAIR
The Board comprises the Non-Executive Chairman,
one Executive Director and four Non-Executive
Directors. The Board considers that the Non-
Executive Directors bring an independent judgement
to bear. The Board is satisfied that it has a suitable
balance between independence on the one hand,
and knowledge of the Company on the other, to
enable it to discharge its duties and responsibilities
effectively. All Directors are encouraged to use their
independent judgement and to challenge all matters,
whether strategic or operational. The Chairman holds
update meetings with each Director to ensure they
are performing as they are required.
During the financial year to 31 December 2023,
at least 4 Board meetings will take place (5 Board
meetings were held during the financial year to
31 December 2022). Key Board activities in the
coming year will include: the review of the progress
of the feasibility studies; discuss critical gate stages;
review and development of the long-term strategy of
the Group; review and approval of the annual plan and
budget; assessing any potential acquisition candidates
and received take-over offers, as the case might be;
the continued open dialogue with the investment
community; to consider our financial and non-financial
policies; to discuss the Company’s capital structure
and financial strategy, including capital investments,
funding and shareholder returns; to discuss internal
governance processes; to review the Company’s
risk management system and profile; and to review
feedback from shareholders post full and half year
results. The Company has effective procedures in
place to monitor and deal with conflicts of interest.
The Board is aware of the other commitments and
interests of its Directors, and changes to these
commitments and interests must be reported to and,
where appropriate, agreed with the rest of the Board.
PRINCIPLE 6:
ENSURE THAT BETWEEN THEM THE
DIRECTORS HAVE THE NECESSARY UP-TO-DATE
EXPERIENCE, SKILLS AND CAPABILITIES
The Board is satisfied that, between the Directors, it
has an effective and appropriate balance of skills and
experience, including in the areas of mining, mineral
processing, commodity markets, ESG, corporate
finance and capital markets. All Directors receive
regular and timely information on the Company’s
operational and financial performance. Relevant
information is circulated to the Directors in advance
of meetings.
The Board makes decisions regarding the
appointment and removal of Directors and there
is a formal, rigorous and transparent procedure for
appointments. The Company’s Articles of Association
require that: any Director who has held office at
the time of the three previous AGMs and who did
not retire at either of them must retire from office
and may offer him or herself for re-election by the
shareholders; and that any new Directors appointed
during the year must stand for election at the AGM
immediately following their appointment.
All Directors are able to take independent
professional advice in the furtherance of their
duties, if necessary, at the Company’s expense. In
addition, the Directors have direct access to the
advice and services of the Company Secretary and
Legal Counsel.
PRINCIPLE 7:
EVALUATE BOARD PERFORMANCE BASED ON
CLEAR AND RELEVANT OBJECTIVES, SEEKING
CONTINUOUS IMPROVEMENT
The Company is constantly assessing the individual
contributions of each of the members of the Board
and executive team to ensure that: their contribution
is relevant and effective, that they are committed
and where relevant, they have maintained their
independence. Over the next 12 months we intend
to continue to review the performance of the team
as a unit to ensure that the members of the Board
collectively function in an efficient and productive
manner.
PRINCIPLE 8:
PROMOTE A CORPORATE CULTURE THAT IS
BASED ON ETHICAL VALUES AND
BEHAVIOURS
The Board believes that the promotion of a corporate
culture based on sound ethical values and behaviours
is essential to maximise shareholder value. With
regard to the structure and size of the Company,
the Board is confident the ethical values are being
adhered to through multiple ways. Many employees
are members of professional bodies and/or are
educated to a very high academic level. Having a
relevant professional degree and being a member
in good standing of the professional body aligns
with the culture the Company cultivates to obtain its
objectives. The Company will only meet its objectives
if all of its employees are ethical, fair and transparent
in their dealings with our stakeholders. The feedback
of the Company’s clients of their relationship with
every member of the Company is requested to assist
the Company in reinforcing its corporate culture.
26 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STATEMENT CONTINUED
PRINCIPLE 9:
MAINTAIN GOVERNANCE STRUCTURES AND
PROCESSES THAT ARE FIT FOR PURPOSE AND
SUPPORT GOOD DECISION-MAKING BY THE
BOARD
The Board meets at least four times each year in
accordance with its scheduled meeting calendar.
The Board sets direction for the Company through a
formal schedule of matters reserved for its decision.
Prior to the start of each financial year, a schedule of
dates for that year’s four Board meetings is compiled
to align as far as reasonably practicable with the
Company’s financial calendar while also ensuring an
appropriate spread of meetings across the financial
year. This may be supplemented by additional
meetings as and when required. During the financial
year to 31 December 2023, the Board will meet for at
least four scheduled meetings.
The Board and its Committees receive appropriate
and timely information prior to each meeting; a
formal agenda is produced for each meeting, and
Board and committee papers are expected to be
distributed well before meetings take place. Any
Director may challenge Company proposals and
decisions are taken democratically after discussion.
Any Director who feels that any concern remains
unresolved after discussion may ask for that concern
to be noted in the minutes of the meeting, which are
then circulated to all Directors. Any specific actions
arising from such meetings are agreed by the Board
or relevant committee and then followed up by the
Company’s management.
The Board is responsible for the long-term success
of the Company. There is a formal schedule of
matters reserved to the Board. It is responsible
for overall Group strategy; approval of major
investments; approval of the annual and interim
results; annual budgets; dividend policy; and Board
structure. It monitors the exposure to key business
risks and reviews the annual budgets and their
performance in relation to those budgets. There
is a clear division of responsibility at the head of
the Company. The Chairman is responsible for
running the business of the Board and for ensuring
appropriate strategic focus and direction. The CEO is
responsible for proposing the strategic focus to the
Board, implementing it once it has been approved
and overseeing the management of the Company
through the executive team.
The Board is supported by the Audit and Risk
Committee, the ESG Committee, the Remuneration
and Nominations Committee. Each Committee has
access to such resources, information and advice as
it deems necessary, at the cost of the Company, to
enable the committee to discharge its duties. The
Audit and Risk and Remuneration and Nominations
Committees comprise not less than three members,
all of whom are independent Non-Executive
Directors.
The ESG Committee comprises not less than
three members, of which two are independent.
The ESG Committee meets at least twice annually
to review the Group’s operations to ensure that
the environment and its positive contribution
to society, is incorporated in all aspects of the
Group’s development. To review the Group’s stated
responsibilities with respect to environmental, social
and ESG policy and assessment of the Group’s
internal controls used to demonstrate and record
conformity with the Group’s stated ESG goals. The
current members of the Committee are Mr C Cannon
Brookes, Mr I Hofmaier and Mr S Cornelius.
The Nominations and Remuneration Committee
ensures the time required from a Non-Executive
Director is reviewed and whether each Non-Executive
Director is spending enough time to fulfil his or
her duties. The structure, size, composition, skills,
knowledge and experience of the Board and the
leadership needs of the Company to ensure that
the Company continues to compete effectively in
its market place. The Committee also ensures that
remuneration is aligned to the implementation of the
Company strategy and effective risk management,
taking into account the views of shareholders and
is also assisted by executive pay consultants as
and when required. The current members of the
Committee are Mr I Hofmaier, Ms C Apthorpe and
Mr S Cornelius.
firsttin.com 27
CORPORATE GOVERNANCE
PRINCIPLE 10:
COMMUNICATE HOW THE COMPANY
IS GOVERNED AND IS PERFORMING
BY MAINTAINING A DIALOGUE WITH
SHAREHOLDERS AND OTHER RELEVANT
STAKEHOLDERS
The Company communicates with shareholders
through the Annual Report and Accounts, full-
year and half-year announcements, the AGM, RNS
announcements, EGM’s as required, and one-to-
one meetings with large existing or potential new
shareholders. A range of corporate information
(including all Company announcements and
presentations) is also available to shareholders,
investors and the public on the Company’s corporate
website, www.firsttin.com. The Board receives
regular updates on the views of shareholders
through briefings and reports from the CEO and the
Company’s brokers. The Company communicates
with institutional investors frequently through
briefings with management. In addition, analysts’
notes and brokers’ briefings are reviewed to
achieve a wide understanding of investors’ views.
The Company will also communicate to individual
investors and private client brokers, investor
roadshows and presentations at investor conferences.
CORPORATE GOVERNANCE STATEMENT CONTINUED
28 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
ESG COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
SEAMUS CORNELIUS
CHAIR
On behalf of the Committee, I am pleased
to present the ESG Committee Report for
the year ended 31 December 2022.
There are three members of the ESG Committee.
I chair the Committee and the other members are
Ingo Hofmaier and Charlie Cannon Brookes. Our
biographies setting out our skills and qualifications
can be found on pages 34 to 35 of this report. We
are all independent Non-Executive Directors. It is
intended that the ESG Committee meets at least
twice a year and the Committee is responsible for
ensuring that the ESG policy and practices are a core
considerationacross all functions of the Company.
I report to the Board after each Committee meeting
and I will attend each Annual General Meeting of the
Company, either in person or virtually
In the period between 8 April 2022 and 31 December
2022 the Committee has met once, with two
members in attendance.
The ESG Committee plays a vital role at First Tin
by ensuring that the Company has an effective
and appropriate ESG policy and practices in place,
allowing for the implementation of a principle based
and stakeholder focused ESG strategy. I ensure
that the ESG Committee provides the appropriate
guidance, governance and oversight to management
in order to help facilitate the effective delivery
of the projects in Germany and Australia with
environmental, social and governance considerations
at the core of the Company’s decision making
process.
DUTIES OF THE ESG COMMITTEE
REGULAR REVIEWS
Review the Company’s operations to ensure that
the environment and making a positive contribution
to society, is incorporated in all aspects of the
Company’s development and the Company’s stated
responsibilities with respect to environmental, social
and ESG policy. Conduct an assessment of the
Company’s internal controls used to demonstrate
and record conformity with the Company’s stated
ESG goals. The Committee shall review its own
performance, constitution and terms of reference
and make recommendations to the Board about
any matters arising. Furthermore the Committee
shall keep abreast of external trends or regulatory
changes that may be relevant to the Company and its
operations and understand shareholders’ views and
expectations with regards to ESG matters and take
account thereof.
RECOMMENDATIONS TO THE BOARD
The Committee makes recommendations to the
Board with regards to changes to the Company’s
existing environmental, occupation, health &
safety and policies and practices that it sees fit to
ensure that the Company’s commitment to these
is maintained and demonstrated. As the Company
progresses through the financial year ending 31
December 2023 the Committee shall assist the Board
with the development of internal KPIs to allow the
Company to assess its activities with respect to its
stated goals and the method of monitoring and
reporting on those KPIs.
Mr S Cornelius
Chair – ESG Committee
11 April 2023
firsttin.com 29
CORPORATE GOVERNANCE
AUDIT AND RISK COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
INGO HOFMAIER
CHAIR
On behalf of the Committee, I am
pleased to present the Audit and Risk
Committee Report for the year ended
31 December 2022.
There are three members of the Audit and Risk
Committee. I chair the Committee and the other
members are Seamus Cornelius and Catherine
Apthorpe. Our biographies setting out our skills
and qualifications can be found on pages 34 to
35 of this report. We are all independent Non-
Executive Directors. It is intended that the Audit
and Risk Committee meets at least twice a year
and the Committee is responsible for ensuring that
the Company’s financial performance is properly
monitored and reported and for providing oversight
of the Company’s risk management and system of
internal controls. I report to the Board after each
Committee and I will attend each Annual General
Meeting of the Company.
In the period between 8 April 2022 and 31 December
2022 the Committee has met twice, with all three
members in attendance.
The Audit and Risk committee plays a vital role at
First Tin by ensuring that the Company has effective
and appropriate risk management and internal
control systems, backed up by comprehensive
financial, governance and reporting functions. I
ensure that the Audit and Risk Committee provides
the appropriate guidance, governance and oversight
to management in order to identify and manage
risks, helping to facilitate the effective delivery of the
Projects in Germany and Australia.
DUTIES OF THE AUDIT COMMITTEE
INTERNAL CONTROL AND RISK ASSESSMENT
The Committee assists the Board in discharging
its duty to ensure that the financial statements
presented by the Company to its shareholders
conform with all legal and regulatory requirements
and that the Company and its subsidiaries’
financial reporting and internal control policies
and procedures for the identification, assessment
and reporting of risks are adequate, by keeping
such matters under review and making appropriate
recommendations to the Board.
RISK IDENTIFICATION AND ASSESSMENT
The Committee advises the Board on the Company’s
risk strategy, risk policies and current risk exposures;
overseas the implementation and maintenance of
the overall risk management framework and systems;
reviews the Company’s risk assessment processes
and capability to identify and manage new risks;
and reviews the effectiveness of the Company’s IT
systems and procedures.
EXTERNAL AUDIT
The Committee considers and makes
recommendations to the Board regarding the
appointment and reappointment of the Company’s
external auditor, as well as any questions relating
to their resignation or removal. The Committee
oversees the relationship with the external auditor,
including, but not limited to, the approval of their
remuneration and terms of engagement, whether in
relation to audit or non-audit services, and annually
assesses the auditor’s independence, objectivity,
qualifications, expertise, resources and effectiveness.
The Audit Committee meets the external auditor at
least twice a year and reviews the findings of
the audit.
30 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
The Committee monitors the integrity of the financial
statements of the Company, including the annual and
interim reports, preliminary results announcements
and any other formal announcement relating to
its financial performance. It reviews any significant
financial. reporting issues and judgments, and
challenges, where necessary, and the Company’s
financial statements before submission to the Board.
The Committee keeps under review the consistent
application of accounting policies and practices on a
year-to-year basis, and across the Company.
MEETINGS
The Committee meets prior to the annual audit with
the external auditor to discuss the audit plan and
again prior to the publication of the annual results.
These meetings are attended by the external audit
partner, Chair of the Committee, the CFO and the
Company Secretary. Additional formal meetings are
held as necessary.
During the period, the Committee:
• met with the external auditor and discussed
their audit report and audit plan for the financial
year 2022;
• approved the publication of the annual and
half-year financial results during the calendar
year 2022;
• as part of the annual report preparation made a
going concern assessment of the Company and
discussed future equity placings and financing
requirements with management;
• considered and approved the annual review of
internal controls, including relevant policies;
• reviewed the risk register and discussed the same
with management and defined the risk appetite
the Board is willing to accept;
• decided that due to the size and nature of the
operation, there was not a current need for an
internal audit function; and
• assessed the independence of the auditor and
approved their fees for audit-related services.
WHISTLEBLOWING
The Company has a whistleblowing policy in place
which sets out the formal process by which an
employee of the Group may, in confidence, raise
concerns about possible improprieties in financial
reporting or other matters.
ANTI-BRIBERY
The Company has an anti-bribery and anti-corruption
policy which sets out its zero-tolerance position and
provides information and guidance to employees
on how to recognize and deal with bribery and
corruption issues.
EXTERNAL AUDITOR
The Committee considered the independence and
effectiveness of the external auditor. The Annual
Report 2022 is the second year Crowe U.K. LLP has
been auditing and Leo Makin has been the audit
partner for the same period.
Mr I Hofmaier
Chair – Audit and Risk Committee
11 April 2023
AUDIT AND RISK COMMITTEE REPORT CONTINUED
firsttin.com 31
CORPORATE GOVERNANCE
REMUNERATION AND NOMINATIONS
COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
On behalf of the Committee, I am
pleased to present the Remuneration and
Nominations Committee Report for the
year ended 31 December 2022.
There are three members of the Remuneration and
Nominations Committee. I chair the Committee
and the other members are Seamus Cornelius and
Catherine Apthorpe. Our biographies setting out
our skills and qualifications can be found on pages
34 to 35 of this report. We are all independent
Non-Executive Directors. It is intended that the
Remuneration and Nomination Committee meets at
least twice a year.
In the period between 8 April 2022 and 31 December
2022 the Committee has met once, with all three
members in attendance.
DUTIES OF THE REMUNERATION AND
NOMINATIONS COMMITTEE
REGULAR REVIEWS
The Remuneration and Nominations Committee
is responsible for assisting the Board in relation to
the appointment of members to the Board and of
ā€œC-levelā€ Senior Management, including, without
limitation, the Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer and Chief Human
Resources officer (to the extent that the Company has
or requires such positions), and for the review of the
performance of such persons.
The Committee reviews regularly the time required
from a Non-Executive Director and whether each
Non-Executive Director is spending enough time
to fulfil his or her duties, reviews comparable
compensation data to ensure that Directors and
ā€œC-levelā€ Senior Management are being adequately
remunerated, and to a level which will attract, retain,
and motivate appropriately qualified and skilled
individuals, its own performance, constitution and
terms of reference and make recommendations to
the Board about any matters arising.
BOARD AND SENIOR MANAGEMENT
APPOINTMENTS
The Committee assists the Board with regards to
the nomination of Board members and ā€œC-levelā€
Senior Management by implementing processes
to assess the necessary and desirable skill sets of
Board members and ā€œC-levelā€ Senior Management
by considering experience, expertise, skills and past
performance. Reviewing the composition of each
Committee and presenting recommendations for
Committee memberships to the Board, developing
criteria for seeking candidates for a position on
the Board and ā€œC-levelā€ Senior Management,
INGO HOFMAIER
CHAIR
32 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
identifying and recommending suitable candidates
for appointment to the Board or ā€œC-levelā€ Senior
Management positions, recommending policies,
procedures and an organisational design to
improve corporate performance and governance
board diversity, ensuring that related policies and
procedures, once adopted, are implemented such
that the performance of each member of the Board
and of ā€œC-levelā€ Senior Management is reviewed
and assessed each year in accordance with the
procedures and policies.
RECOMMENDATIONS TO THE BOARD
The Committee undertakes to make
recommendations to the Board about plans for
an orderly succession of the Chairman and Non-
Executive Directors and a formal, rigorous and
transparent procedure to be used by them. The
Committee also considers and recommends, if
appropriate, the reappointment of any Non-Executive
Director at the conclusion of their specified term of
office or under the retirement by rotation provisions
in the Company’s Articles of Association. The
Committee considers and makes recommendations
on the membership of the Audit and Risk Committee,
the Remuneration Nominations Committee and the
Environmental, Social and Corporate Governance
Committee in consultation with the Chairmen of
those Committees. The Committee may also, at any
time, recommend to the Board the appointment of
additional Non-Executive Directors and any Executive
Directors (if such are considered to be appropriate).
MEETINGS
The Committee met in November 2022 with all
members in attendance. The focus of the discussions
during the meeting and work undertaken during the
year was:
• To consider whether each committee member is
spending enough time to fulfil his or her duties.
Looking at the time spent, being at least 2
days a month, the Committee agreed that time
commitments seem to be in line with market
practice and that the increased demand in early
2022 was natural given that the Company had
just listed and needed to develop its governance
framework;
• To review compensation studies to ensure
Directors are being adequately remunerated. It
was noted that the directors of First Tin currently
draw less than the average of comparable
companies listed in London. In light of the
Company’s weak share price performance,
having suffered from the significant fall in tin
prices starting in the second quarter of 2022, the
Committee believes the current remuneration is
appropriate and suggested fees should remain as
is for now;
• To commence work on the Board competency and
skills matrix for approval in early 2023;
• To consider requirements of Board composition
and potential changes in light of current diversity
and ESG expectations. The Committee in
particular discussed a recent amendment to the
FCA’s Listing Rules with regards to the number
of women of London Stock Exchange main
market plc boards. It was agreed that should
a new Director or person covered under the
rules need to be appointed, the First Tin Board
should consider the ratios stipulated and aim for
compliance;
• After the retirement of Martyn Knight as CFO
of First Tin, the Committee considered the
appointment of a new CFO in December 2022.
The decision was taken to engage the services
of Jane Lowden, a partner in F. W. Smith, Riches
& Co Chartered Accountants, as Finance Adviser
to the Board. Jane is an experienced accountant,
who is well known to the Group and advises a
number of quoted companies;
• To consider the appointment of a Senior
Independent Director based in London, from
among the existing Non-Executive Directors; and
• To review and suggest the award of the 2022
bonus for the CEO of the Company and suggest
the KPIs in 2023.
Mr I Hofmaier
Chair – Remuneration and Nominations Committee
11 April 2023
REMUNERATION AND NOMINATIONS COMMITTEE REPORT CONTINUED
firsttin.com 33
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
AS AT 31 DECEMBER 2022
THOMAS BUENGER
CHIEF EXECUTIVE OFFICER
Thomas holds a PhD in metallurgy
from Freiberg University with
more than 25 years’ experience
in base metal and semiconductor
industry. He is a base metals
senior executive with wide
breadth of knowledge across
multiple disciplines across the
base metals industry with focus on
non-ferrous metals, copper, PGMs
and recycling. Thomas is a former
board member, chief operating
officer and chief technical offer
of Aurubis AG, a world leading
copper and multi metal producer.
CHARLES
CANNON BROOKES
NON-EXECUTIVE CHAIRMAN
Charles has over 20 years’
investment experience. He is a
Director of Arlington Group Asset
Management Limited (AGAM) and
has successfully led a number of
IPO and RTO transactions on the
London markets. Prior to AGAM
he worked for Arlington Group
plc, an AIM quoted investment
company and managed all of its
public equity portfolio, as well
as Jupiter Asset Management,
ABN Amro and Barclays de Zoete
Wedd. He has advised and sat on
the board of a number of different
funds, trusts and other operating
public companies.
CATHERINE APTHORPE
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Catherine is a qualified Solicitor
(England and Wales) since 2004
and Company Secretary with over
10 years of experience in the
mining sector across a number of
jurisdictions. She has extensive
experience in fundraisings, due
diligence exercises, acquisitions,
strategic investments, project
management, and debt financing.
Catherine was nominated and
selected for the Top 100 Global
Inspiration Women in Mining
2016. Catherine is currently Group
Corporate Counsel & Company
Secretary with Capital Limited, a
leading mining services company
listed on the main market of the
LSE, and a Non-Executive Director
of Panthera Resources plc (AIM).
34 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
BOARD OF DIRECTORS CONTINUED
SEAMUS CORNELIUS
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Seamus is an experienced public
company director and corporate
lawyer. Since 2010 he has served
as a non-executive director on
numerous public listed companies.
He also has over 20 years’
experience as a corporate lawyer
and for most of his legal career
was a Shanghai based partner
of a major international law firm.
Most of his work during this time
involved advising multi-national
corporations on their investment
and business in China. He also
acted for large Chinese SOEs on
outbound acquisitions. Seamus is
currently the Executive Chairman
of Danakali Limited and Non-
Executive Chairman of Element 25
Limited, Buxton Resources Limited
and Duketon Mining Limited.
INGO HOFMAIER
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Ingo has 20 years of investment
banking, corporate finance and
project development experience
in Europe, the Americas and
Asia. He was instrumental in
building the metals and mining
practice of Hannam & Partners,
a London-based merchant bank,
with experience across complex
joint-venture, M&A, equity
investments, capital markets, and
corporate finance transactions.
Ingo is currently the CEO of
Omico Mining Corp, a private
company developing a copper
asset in Namibia. Formerly he was
the CFO of SolGold and senior
business development executive
with Rio Tinto, Capgemini,
and a Financial Controller and
later Commercial Director with
Wienerberger, an Austrian
building material group with
significant interests in Germany.
NICHOLAS MATHER
NON-EXECUTIVE DIRECTOR
40 years’ exploration, resource
company creation and Executive
and Non-Executive Director
management experience. He is
the founder and co-founder of
numerous companies including
DGR Global Limited, Orbis Gold,
Arrow Energy Ltd and SolGold
plc. He also sits on several Boards
including SolGold plc, Armour
Energy and Lakes Blue Energy NL
and Clara Resources Australia Ltd.
firsttin.com 35
CORPORATE GOVERNANCE
DIRECTORS' REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company’s policy is to maintain levels of remuneration sufficient to attract,
motivate and retain senior executives of the highest calibre who can deliver
growth in shareholder value. Executive Directors’ remuneration currently
consists of basic salary, benefits (including pensions allowance), performance-
related bonus and participation in a share option plan.
The Company continues to seek to strike an appropriate balance between fixed and performance-related
rewards, reinforcing a clear link between pay and performance. The performance targets for staff, senior
executives and the Executive Director continue to be aligned to the key drivers of the business strategy,
thereby creating a strong alignment of interest between staff, Executive Director and shareholders. The
Remuneration and Nominations Committee will continue to review the Company’s remuneration policy and
make amendments, as and when necessary, to ensure it remains fit for purpose and continues to drive high
levels of executive performance and remains both affordable and competitive in the market.
The policy is subject to shareholder approval through the votes cast at the upcoming AGM to be held on 27
June 2023.
POLICY TABLE
Purpose and link to strategy Criteria Performance conditions and cost
REMUNERATION ELEMENT: BASE SALARY
To provide fixed
remuneration to:
• help recruit and retain
key individuals; and
• reflect the individual’s
experience, role, rank
and contribution within
the Company.
The Remuneration and Nominations Committee takes into
account a number of factors when setting salaries, including:
• the scope and complexity of the role;
• the skills and experience of the individual;
• salary levels for similar roles within the industry;
• pay elsewhere in the Company.
Salaries are reviewed, but not necessarily increased,
annually.
The current base salaries of
the Directors can be found in
the Directors’ Remuneration
section.
The Board retains discretion
to make higher increases
in certain circumstances,
for example, following an
increase in the scope and/
or responsibility of the role
or the development of the
individual in the role or by
benchmarking.
REMUNERATION ELEMENT: OTHER BENEFITS
To provide a basic benefits
package, in order to help
recruit and retain key
individuals.
The Company may provide the Executive Director and
management as well as employees with accident insurance,
pension insurance and similar benefits in line with legal
requirements in the jurisdiction of employment of the
respective employee.
The expense of providing the
benefit.
36 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
Purpose and link to strategy Criteria Performance conditions and cost
REMUNERATION ELEMENT: ANNUAL BONUS
To incentivise and reward
the achievement of annual
financial, operational and
individual objectives which
are key to the delivery of
the Company’s short-term
strategy.
The Executive Director is eligible to participate in a
discretionary bonus plan.
• Maximum bonus levels and the proportion payable for on-
target performance are considered in the light of market
bonus levels for similar roles among the industry sector.
• Objectives / KPIs will be set annually by management
and submitted to the Remuneration and Nominations
Committee, to ensure that the Executive Director remains
targeted and focused on the delivery of the Company’s
short-term goals.
• The Remuneration and Nominations Committee approve
targets set by management which require appropriate
levels of performance, taking into account internal and
external expectations of performance.
As soon as practicable after the year end, the Remuneration
and Nominations Committee meets to review performance
against objectives and determines pay-out levels.
100% of the award will be
assessed against Company
metrics including operational,
permitting, feasibility
studies, offtake partners,
environmental & social, health
and safety and share price
performance.
A sliding scale of between 0%
and 100% of the maximum
award is paid dependent on
the level of performance.
The maximum potential cash
bonus entitlement for the
Executive Director under the
plan is up to Euro 150,000.
REMUNERATION ELEMENT: SHARE OPTION PLAN
• To incentivise and reward
the creation of long-term
shareholder value.
• To align the interests
of the eligible
employees with those of
shareholders.
• To help recruit and retain
key individuals.
Under the terms of the share option plan, the Remuneration
and Nominations Committee may issue options over shares
up to 10% of the issued share capital of the Company from
time to time. The Executive Director, employees and certain
consultants are eligible for awards.
None
DIRECTORS’ REMUNERATION (AUDITED)
The table below sets out the Directors’ remuneration and fees:
Basic fees
Performance
related bonus
Share based
payments Total
2022 £ £ £ £
Mr T Buenger 268,519 109,748 374,347 752,614
Mr S I Cornelius 32,769 - - 32,769
Mr I Hofmaier 32,769 - - 32,769
Ms C Apthorpe 29,128 - - 29,128
Mr C Cannon Brookes 29,250 - - 29,250
Mr N Mather 7,500 - - 7,500
399,935 109,748 374,347 884,030
DIRECTORS' REMUNERATION REPORT CONTINUED
POLICY TABLE CONTINUED
firsttin.com 37
CORPORATE GOVERNANCE
Fees
Share based
payments Total
2021 £ £ £
Mr M E Thompson 12,000 – 12,000
Mr A J Truelove 52,640 – 52,640
Mr A M J Collette 12,000 – 12,000
Mr G D Stanley 94,806 – 94,806
Mr S L Fabian 72,000 14,609 86,609
Mr C Cannon Brookes 9,000 – 9,000
Mr T Buenger 96,564 149,000 245,564
349,010 163,609 512,619
PENSION ARRANGEMENTS (AUDITED)
There were no pensions or other similar arrangements in place with any of the Directors during the years
ended 31 December 2022 or 2021.
PAYMENTS TO PAST DIRECTORS (AUDITED)
No payments were made to past directors in the years ended 31 December 2022 or 2021.
DIRECTORS’ INTERESTS (AUDITED)
The Directors held the following interest in the share capital of the Company either directly or beneficially:
Ordinary shares
2022
Percentage of
issued shares
No. %
Clara Resources Australia Limited
1
60,000,000 22.60
Arlington Partners Fund Ltd
2
21,566,667 8.12
T Buenger 3,510,400 1.32
S Cornelius 83,333 0.03
1 Mr N Mather is a director of Clara Resources Australia Limited
2 Mr C Cannon Brookes is a beneficial owner of Arlington Partners Fund Ltd
The Directors held the following aggregate interest in share options either directly or beneficially (further
information relating to these awards can be found in note 12 to the Consolidated Financial Statements).
Warrants
2022
Warrants
2021
Total
warrants
2021 No. No. No.
Arlington Group Asset Management
1
2,568,000 2,500,000 5,068,000
T Buenger 4,500,000 – 4,500,000
1 Mr C. Cannon Brookes is a beneficial owner of Arlington Group Asset Management Ltd
DIRECTORS' REMUNERATION REPORT CONTINUED
DIRECTORS’ REMUNERATION (AUDITED) CONTINUED
38 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
PERFORMANCE GRAPH (UNAUDITED)
The Company’s shares were admitted to trading on the main market of the London Stock Exchange on 8 April
2022. The chart below shows the performance of the Company’s shares against the FTSE all share index.
CHANGE IN DIRECTOR AND EMPLOYEE REMUNERATION (AUDITED)
As the Company only listed on 8 April 2022, there is no comparable remuneration to disclose for the
prior year. Full disclosure on the percentage change for Director and employee remuneration, in line with
regulations, will be provided in future Annual Reports.
RELATIVE IMPORTANCE OF THE SPEND ON PAY (UNAUDITED)
The table below shows the Group’s expenditure on employee pay compared to distributions to shareholders:
2022 2021
2021 No. No.
Distribution to shareholders – –
Total employee pay 1,265,440 362,155
This report was approved by the Board on 11 April 2023 and signed on its behalf by:
Mr C Cannon Brookes
Non-executive Chairman
-80%
-70%
-60%
-50%
-40%
-30%
-20%
-10%
0
10%
Apr
22
May
22
Jun
22
Jul
22
Jul
22
Aug
22
Sep
22
Oct
22
Nov
22
Dec
22
Jan
23
Feb
23
Mar
23
First Tin
FTSE 100
firsttin.com 39
STRATEGIC REPORT
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
PRINCIPAL ACTIVITIES
The Company owns two advanced tin projects, one in
Germany and one in Australia, and is seeking to bring
both projects into production in order to be able to
deliver a sustainable answer to the material supply
issues faced by industrial tin consumers.
The Company’s aim is to become a global tin
producer supplying fully traceable and verifiable tin
units into global industries with high tin usage needs.
RESULTS AND DIVIDENDS
No ordinary dividends were paid during the year.
The directors do not recommend payment of a final
dividend.
DIRECTORS
The Directors who served throughout the year and
up to the date of signing of the annual report were as
follows:
M E Thompson (resigned 24 March 2022)
A J Truelove (resigned 24 March 2022)
A M J Collette (resigned 24 March 2022)
S L Fabian (resigned 24 March 2022)
C J Apthorpe (appointed 8 April 2022)
S I Cornelius (appointed 8 April 2022)
I Hofmaier (appointed 8 April 2022)
N Mather (appointed 30 September 2022)
T Buenger
C Cannon Brookes
DIRECTORS’ REMUNERATION
The Directors’ remuneration is detailed in the
Directors’ Remuneration Report on pages 36 to 39.
DIRECTORS’ AND OFFICERS’
INDEMNITY INSURANCE
The Group has Directors’ and Officers’ liability
insurance in place which provides cover against
liabilities arising against them in that capacity.
SHARE CAPITAL
The Company’s shares as at 31 December 2022
comprised 265,534,972 Ordinary shares of £0.001
each. The shares have attached to them full voting,
dividend and capital distribution (including on winding
up) rights; they do not confer any rights of redemption.
SUBSTANTIAL SHAREHOLDERS
The Company has been notified of the following interests of 3 per cent. or more in its issued share capital as at
6 April 2023:
Ordinary shares
2022
Percentage
holding
No. %
Clara Resources 60,000,000 22.60%
Baker Steel Capital Managers LLP 37,128,014 13.98%
Arlington Partners Fund Limited 21,566,667 8.12%
Janus Henderson 13,234,148 4.98%
Lau Sheung Man 12,623,611 4.75%
Sparta AG 11,666,667 4.39%
UBS Wealth Mgmt. 8,874,518 3.34%
The directors present their report and the consolidated financial statements for the year
ended 31 December 2022.
40 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
STREAMLINED ENERGY AND CARBON
REPORTING
The Streamlined Energy and Carbon Reporting
(ā€œSECRā€) Regulations require quoted companies
and large unquoted companies that have consumed
more then 40,000 kilowatt-hours (kWh) of energy
in the reporting period to include energy and
carbon information within their Directors’ Report.
The Group do not currently exceed this threshold
and are therefore exempt from the SECR reporting
requirements in this Annual Report.
EVENTS AFTER THE REPORTING PERIOD
There have been no material events to report since
the year end.
GOING CONCERN
The Group currently has no income and meets
its working capital requirements through raising
development finance. In common with many
businesses engaged in exploration and evaluation
activities prior to production and sale of minerals the
Group will require additional funds and/or funding
facilities in order to fully develop its business plan.
Ultimately the viability of the Group is dependent on
future liquidity in the exploration and study period
and this, in turn, depends on the availability of
external funding.
During the year the Company’s shares were admitted
to trading on the London Stock Exchange raising
equity of £20 million.
The Directors have prepared financial projections and
plans for a period of at least 12 months from the date
of approval of these financial statements. Based on
the current management plan, management believes
that these funds are sufficient for the expenditure to
date as well as the planned forecast expenditure for
the forthcoming twelve months.
It is anticipated that additional capital will need to
be raised by the end of the second quarter of 2024
in order to continue to fund the Group’s activities at
their planned levels beyond this date. This represents
a material uncertainty that may cast significant doubt
the Group’s and Company’s ability to continue as
a going concern. However, the Directors have a
reasonable expectation that this uncertainty can be
managed to a successful outcome, and based on
that assessment, the Group and the Company will
have adequate resources to continue in operational
existence for the foreseeable future. Accordingly,
these financial statements have been prepared on
the going concern basis.
The financial statements do not reflect any
adjustments that would be required to be made if
they were to be prepared on a basis other than the
going concern basis.
DIRECTORS' REPORT CONTINUED
First Day of Dealings, London Stock Exchange 8 April 2022
firsttin.com 41
CORPORATE GOVERNANCE
DIRECTORS’ RESPONSIBILITIES
STATEMENT
The Directors are responsible for preparing the
annual report and the consolidated financial
statements in accordance with applicable law and
regulations. Company law requires the directors
to prepare the Group and the Company financial
statements for each financial year. Under that law
the directors have elected to prepare the Group
financial statements in accordance with UK adopted
International Accounting Standards and elected to
prepare the Company financial statements under
United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards
including FRS 101 Reduced Disclose Framework) and
applicable law.
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 state of affairs
of the Group and the Company and of the profit or
loss of the Group for that period. In preparing these
financial statements, the Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state whether applicable accounting standards
have been followed, subject to any material
departures disclosure and explained in the
financial statements;
• prepare the Strategic Report, Directors’ Report
and Directors’ Remuneration Report which comply
with the requirements of the Companies Act 2006;
and
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group and the Company will continue in
business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company. They have general responsibility for
taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent
and detect fraud and other irregularities.
WEBSITE PUBLICATION
The Directors, who were in office at the date of
approval of this report, confirm that, so far as they are
aware, there is no relevant audit information of which
the Company’s auditor is unaware and that they have
taken all reasonable steps to make themselves aware
of any relevant audit information and to establish that
the Company’s auditor is aware of that information.
The Directors are responsible for preparing
the financial statements in accordance with the
Disclosure and Transparency Rules (ā€œDTRā€) of the
United Kingdom’s Financial Conduct Authority and
with International Financial Reporting Standards as
adopted by the United Kingdom.
The Directors confirm to the best of their knowledge
that:
• the financial statements have been prepared in
accordance with the relevant financial reporting
framework and give a true and fair view of the
assets, liabilities, financial position and profit or
loss of the Group and the Company; and
• the Strategic Report and Directors’ Report include
a fair review of the development and performance
of the business and the financial position of
the Group and the Company, together with a
description of the principal risks and uncertainties
that it faces; and
• the annual report and financial statements, taken
as a whole, are fair, balanced, and understandable
and provide the information necessary for
shareholders to assess the Group’s position,
performance, business model and strategy.
ANNUAL GENERAL MEETING
The Company’s Annual General Meeting will be
held on 27 June 2023 at 1st Floor, 47/48 Piccadilly,
London, W1J 0DT.
On behalf of the Board on 11 April 2023.
Mr C Cannon Brookes
Non-executive Chairman
BOARD OF DIRECTORS CONTINUED
42 FIRST TIN l ANNUAL REPORT 2022
CORPORATE GOVERNANCE
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firsttin.com 43
CORPORATE GOVERNANCE
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF FIRST TIN PLC
OPINION
We have audited the financial statements of First Tin
PLC (the ā€œParent Companyā€) and its subsidiaries (the
ā€œGroupā€) for the year ended 31 December 2022,
which comprise:
• the consolidated statement of comprehensive
income for the year ended 31 December 2022;
• the consolidated and Company statements of
financial position as at 31 December 2022;
• the consolidated statements of cash flows for the
year then ended 31 December 2022;
• the consolidated and Company statements of
changes in equity for the year then ended; and
• the notes to the financial statements, including
significant accounting policies.
The financial reporting framework that has been
applied in the preparation of the Group financial
statements is applicable law and UK-adopted
International Accounting Standards. The financial
reporting framework that has been applied in the
preparation of the Company financial statements
is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard
101 Reduced Disclosure Framework (United Kingdom
Generally Accepted Accounting Practice).
In our opinion:
• the financial statements give a true and fair view
of the state of the Group’s and of the Parent
Company's affairs as at 31 December 2022 and of
the Group’s loss for the year then ended;
• the Group financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards;
• the Parent Company financial statements have
been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice;
• the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are
independent of the Group and the Parent Company
in accordance with the ethical requirements that
are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide
a basis for our opinion.
MATERIAL UNCERTAINTY RELATING TO GOING
CONCERN
We draw attention to note 3.2 in the financial
statements, which indicates that the Group needs
to raise additional capital to continue financing
the Group’s exploration activities beyond the 12
months from the date of approval of these financial
statements. As stated in note 3.2, these events or
conditions, along with the other matters as set forth
in note 3.2, indicate that a material uncertainty exists
that may cast significant doubt on the Group and
the Parent Company’s ability to continue as a going
concern. Our opinion is not modified in respect of
this matter.
The Board is responsible for ensuring that it is
appropriate to prepare the financial statements using
the going concern basis and that it has sufficient
resources to remain in operational existence for
a period of at least 12 months from the date of
approving these financial statements.
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of
the directors’ assessment of the Group’s and Parent
Company’s ability to continue to adopt the going
concern basis of accounting included the following:
44 FIRST TIN l ANNUAL REPORT 2022
INDEPENDENT AUDITORS' REPORT
We have obtained and reviewed the Board’s paper
setting out the going concern assessment and
examined supporting working capital forecasts. Our
audit procedures were as follows:
• We assessed the appropriateness of the approach,
assumptions and arithmetic accuracy of the model
used by management when performing their
going concern assessment;
• We tested the integrity of the going concern
model, reviewed and challenged the underlying
data and key assumptions used to make the
assessment; and
• We reviewed and considered potential
downside scenarios and the resultant impact on
available funds, to assess the reasonableness of
economic assumptions on the Group’s liquidity
requirements.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
OVERVIEW OF OUR AUDIT APPROACH
MATERIALITY
In planning and performing our audit we applied
the concept of materiality. An item is considered
material if it could reasonably be expected to change
the economic decisions of a user of the financial
statements. We used the concept of materiality to
both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we
determined overall materiality for the Group
financial statements as a whole to be £300,000 (2021
Ā£100,000), based on 0.75% percent of Group total
assets. We consider an asset-based measure to be
appropriate because of the stage of development
of the assets. Materiality for the Parent Company
financial statements as a whole was set at £100,000
(2021: Ā£80,000) based on 0.5% of the Company’s
total assets at the year end.
We use a different level of materiality (ā€˜performance
materiality’) to determine the extent of our testing
for the audit of the financial statements. Performance
materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity
risk and our evaluation of the specific risk of each
audit area having regard to the internal control
environment. This is set at £210,000 (2021: £70,000)
for the group and £70,000 (2021: £56,000) for the
parent.
Where considered appropriate performance
materiality may be reduced to a lower level, such
as, for related party transactions and directors’
remuneration.
We agreed with the Audit Committee to report to
it all identified errors in excess of £9,000 (2021:
Ā£3,000). Errors below that threshold would also be
reported to it if, in our opinion as auditor, disclosure
was required on qualitative grounds.
OVERVIEW OF THE SCOPE OF OUR AUDIT
Our Group audit was scoped by obtaining an
understanding of the Group and its environment,
including the Group’s system of internal control, and
assessing the risks of material misstatement in the
financial statements. We also addressed the risk of
management override of internal controls, including
assessing whether there was evidence of bias by the
Directors that may have represented a risk of material
misstatement.
We identified two significant components, being
the principal operating subsidiaries, Saxore Bergbau
GmbH (ā€œSaxoreā€) and Taronga Mines Pty Limited.
Our Group audit strategy focused on the Parent
Company and both of the significant components,
which were subject to a full scope audit. The audit
of Saxore was principally performed in Germany
by a local Crowe member firm under the direction
and supervision of the Group audit team. All Group
companies were within the scope of our audit testing.
INDEPENDENT AUDITORS' REPORT CONTINUED
firsttin.com 45
INDEPENDENT AUDITORS' REPORT
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, 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) that we identified. These matters included 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.
This is not a complete list of all risks identified by our audit.
Key audit matter How the scope of our audit addressed the key audit matter
VALUATION OF INTANGIBLE ASSETS
The carrying value of intangible assets comprise
of the exploration and evaluation (E&E) assets.
During the year, the Group completed the
acquisition of Taronga Mines Pty Limited for
consideration of £19.6 million. Accounting
for this acquisition is complex and involves
judgement including around the assessment of
the fair value of assets acquired and liabilities
assumed. The valuation of identified intangible
assets can be a subjective process and there
is a risk that the accounting treatment may be
incorrect and as such this was an area of focus.
Our audit procedures in respect of the acquisition
comprised of the following:
• Reviewed the sale and purchase agreements to gain an
understanding of the assets acquired, liabilities assumed
and the overall nature of the transactions;
• Reviewed the management’s assessment of the
accounting is in accordance with IFRS 3 (amended),
ensuring the acquisition met the criteria to be
accounted for as asset acquisitions as opposed to a
business combination;
• Tested management’s valuation of intangible assets for
accuracy and benchmarked key assumptions including
estimated future metal prices and discount rate;
• Engaged a valuation specialist to assist us in auditing
the discount rate used in the valuation model; and
• Discussions were held with the Group’s valuers and
management to determine whether the valuation
methodologies used are appropriate and acceptable
within the mining sector.
INDEPENDENT AUDITORS' REPORT CONTINUED
46 FIRST TIN l ANNUAL REPORT 2022
INDEPENDENT AUDITORS' REPORT
Key audit matter How the scope of our audit addressed the key audit matter
VALUATION OF INTANGIBLE ASSETS CONTINUED
IFRS 3 (amended) Business Combinations
allows an entity to account for the acquisition
as an asset acquisition rather than as a business
combination. As such the transaction has been
accounted for as asset acquisitions.
At the reporting date the carrying value of
the Group’s E&E assets were Ā£27.37 million
(2021: £3.38 million). There may be evidence
of impairment to the carrying value of the E&E
assets.
The carrying value of intangible assets is detailed
in note 13 and the acquisition of Taronga Mines
Pty Limited is detailed in note 4 and note 21 of
the financial statements.
We reviewed management’s assessment which concluded
that there are no facts or circumstances that suggest that
there are any indicators of impairment of the asset or that
the recoverable amount is less than the carrying value.
In considering this assessment, we reviewed the following
sources of evidence:
• board minutes, budgets and other operational plans
setting out the Group’s current plans for the continued
commercial appraisal of the mining development assets;
• current licence reserves appraisals;
• current and forward metal prices; and
• current plans and intentions for the asset with
management.
Based on the above audit procedures, we consider the
accounting for the intangible assets and the related
valuations of the intangible assets to be reasonable and in
line with our expectations. We also reviewed the related
disclosures in the notes to the financial statements for
compliance with accounting standards and consistency with
the results of our work, with no matters arising.
CARRYING VALUE OF INVESTMENTS AND INTERCOMPANY RECEIVABLES - COMPANY
The carrying value of investments in subsidiaries
in the financial statements of the Company was
£19.19 million (2021: £1.19 million) and long-
term receivable from subsidiaries was £15.5
million (2021: £6.84 million).
Management considered the recoverability of
the investments as at year end to determine if
there are indicators that may suggest the asset is
impaired.
Impairment assessments require significant
judgement and there is a risk that the valuation
of the assets may be incorrect, and any potential
impairment charge.
Investments in, and amounts due from,
subsidiaries are detailed in note 5, note 6 and
note 7.
We obtained management’s impairment assessment of
investments in subsidiaries and verified the accuracy of
the inputs used in the assessment. We also compared
the carrying value of the investments to the recoverable
amounts of the underlying assets.
We considered with management whether any indications
of impairment existed. This includes considering the
existence of any indication of discontinued exploration
activities, management’s future plans for the business, the
ability of the business to continue to raise new investment
and the market capitalisation of the Group.
Based on our analysis of the assessment of the recoverable
amounts, we agree with the management’s view that there
was no impairment to recognise during the year. We also
consider the associated disclosures to be appropriate.
Our audit procedures in relation to these matters were designed in the context of our audit opinion as a
whole. They were not designed to enable us to express an opinion on these matters individually and we
express no such opinion.
INDEPENDENT AUDITORS' REPORT CONTINUED
firsttin.com 47
INDEPENDENT AUDITORS' REPORT
INDEPENDENT AUDITORS' REPORT CONTINUED
OTHER INFORMATION
The Directors are responsible for the other
information contained within the annual report.
The other information comprises the information
included in the annual report, other than the financial
statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover
the other information and, except to the extent
otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained
in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required
to determine whether this gives rise to a material
misstatement in the financial statements themselves.
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.
We have nothing to report in this regard.
OPINION ON OTHER MATTER PRESCRIBED BY
THE COMPANIES ACT 2006
In our opinion based on the work undertaken in the
course of our audit
• the information given in the strategic report and
the Directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
• the Directors’ report and strategic report have
been prepared in accordance with applicable
legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO
REPORT BY EXCEPTION
In light of the knowledge and understanding of
the Group and the Parent Company and their
environment obtained in the course of the audit, we
have not identified material misstatements in the
strategic report or the Directors’ report.
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
• adequate accounting records have not been kept
by the parent company, or returns adequate for
our audit have not been received from branches
not visited by us; or
• the parent company financial statements are not
in agreement with the accounting records and
returns; or
• certain disclosures of Directors' remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
RESPONSIBILITIES OF THE DIRECTORS FOR THE
FINANCIAL STATEMENTS
As explained more fully in the Directors’
responsibilities statement set out on page 42, the
directors are responsible for the preparation of the
financial statements and for being satisfied that they
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 Group’s and Parent
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 Group or the Parent Company or to
cease operations, or have no realistic alternative but
to do so.
AUDITOR’S 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 auditor’s 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 (UK)
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.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below:
48 FIRST TIN l ANNUAL REPORT 2022
INDEPENDENT AUDITORS' REPORT
INDEPENDENT AUDITORS' REPORT CONTINUED
We obtained an understanding of the legal and
regulatory frameworks within which the Group
operates, focusing on those laws and regulations that
have a direct effect on the determination of material
amounts and disclosures in the financial statements.
The laws and regulations we considered in this
context were the Companies Act 2006 and Taxation
legislation.
We identified the greatest risk of material impact on
the financial statements from irregularities, including
fraud, to be the override of controls by management.
Our audit procedures to respond to management
override risks included enquiries of management
about their own identification and assessment risk
of irregularities, testing a risk-based selection of
journals, reviewing accounting estimates for biases,
assessing the accounting treatment of non-routine
transactions, corroborating amounts and balances
recognised to supporting documentation on a
sample basis and ensuring accounting policies are
appropriate under IFRS’s and applicable law.
Owing to the inherent limitations of an audit, there is
an unavoidable risk that we may not have detected
some material misstatements in the financial
statements, even though we have properly planned
and performed our audit in accordance with auditing
standards. We are not responsible for preventing
non-compliance and cannot be expected to detect
non-compliance with all laws and regulations.
These inherent limitations are particularly significant
in the case of misstatement resulting from fraud as
this may involve sophisticated schemes designed to
avoid detection, including deliberate failure to record
transactions, collusion or the provision of intentional
misrepresentations.
A further description of our responsibilities is
available on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
OTHER MATTERS WHICH WE ARE REQUIRED
TO ADDRESS
We were appointed by the Board on 31 March 2022
to audit the financial statements for the year ending
31 December 2022. Our total uninterrupted period
of engagement is 2 years covering the periods ended
31 December 2021 to 31 December 2022.
The non-audit services, where we acted as reporting
accountant on the Company’s listing to the London
Stock Exchange in April 2022, are not activities which
are prohibited under the FRC’s Ethical Standard
and we remain independent of the company in
conducting our audit. Fees paid for audit and non-
audit services are provided in note 6.
Our audit opinion is consistent with the additional
report to the audit committee.
USE OF OUR REPORT
This report is made solely to the company's
members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Company's members those matters we are
required to state to them in an auditor's 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
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Leo Malkin
Senior Statutory Auditor
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
11 April 2023
firsttin.com 49
INDEPENDENT AUDITORS' REPORT
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
Notes
Year ended
31 December
2022
Year ended
31 December
2021
£ £
Administrative expenses (3,240,389) (1,321,977)
Operating loss 6 (3,240,389) (1,321,977)
Other gains and losses 8 - 167,795
Finance costs 9 (2,557) (58,495)
Loss before tax (3,242,946) (1,212,677)
Income tax expense 10 - -
Loss for the year (3,242,946) (1,212,677)
Other comprehensive income/(loss):
Exchange differences on translation of
foreign operations 118,937 (117,093)
Changes in the fair value of equity instruments 8 - (582,750)
Other comprehensive income/(loss) for the year 118,937 (699,843)
Total comprehensive loss for the year (3,124,009) (1,912,520)
Total comprehensive loss attributable to
the equity holders of the company (3,124,009) (1,912,520)
Basic loss - pence per share 11 (1.40) (1.02)
Basic loss - pence per share 11 (1.40) (1.02)
The Notes on pages 54 to 71 form an integral part of these Consolidated Financial Statements.
50 FIRST TIN l ANNUAL REPORT 2022
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Notes
Year ended
31 December
2022
Year ended
31 December
2021
£ £
Assets
Non-current assets
Intangible assets 13 27,367,552 3,380,913
Investments 14 - 1,543,670
Property, plant and equipment 15 1,589,748 28,851
28,957,300 4,953,434
Current assets
Trade and other receivables 16 808,711 413,620
Cash and cash equivalents 13,823,173 2,503,714
14,631,884 2,917,334
Liabilities
Current liabilities
Trade and other payables 17 (1,805,298) (301,452)
Net current assets 12,826,586 2,615,882
Total assets less current liabilities 41,783,886 7,569,316
Net assets 41,783,886 7,569,316
Capital and reserves
Called up share capital 21 265,535 138,868
Share premium account 21 18,391,046 17,931,296
Merger relief reserve 22 17,940,000 –
Warrant reserve 22 269,138 95,372
Retained earnings 22 4,887,594 (10,507,856)
Translation reserve 22 30,573 (88,364)
Shareholders’ funds 41,783,886 7,569,316
The Notes on pages 54 to 71 form an integral part of these Consolidated Financial Statements.
The financial statements were approved and authorised for issue by the Board on 11 April 2023 and were
signed on its behalf by:
Mr C Cannon Brookes
Non-executive Chairman Company number 07931518
firsttin.com 51
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Share
capital
Share
premium
Merger
relief
reserve
Warrant
reserve
Retained
earnings
Translation
reserve
Total
equity
£ £ £ £ £ £ £
At 1 January 2022 138,868 17,931,296 - 95,372 (10,507,856) (88,364) 7,569,316
Comprehensive income:
Loss for the year - - - - (3,242,946) - (3,242,946)
Other comprehensive loss - - - - - 118,937 118,937
Total comprehensive loss - - - - (3,242,946) 118,937 (3,124,009)
Transactions with owners:
Capital reduction - (17,931,296) - - 17,931,296 - -
Issuance of shares (net of
issuance costs) 66,667 18,564,812 - - - - 18,631,479
Shares issued to acquire
Taronga 60,000 - 17,940,000 - - - 18,000,000
Share based payments - (173,766) - 173,766 707,100 - 707,100
Total transactions with
owners 126,667 459,750 17,940,000 173,766 18,638,396 - 37,338,579
At 31 December 2022 265,535 18,391,046 17,940,000 269,138 4,887,594 30,573 41,783,886
Share
capital
Share
premium
Shares to
be issued
Warrant
reserve
Retained
earnings
Translation
reserve
Total
equity
£ £ £ £ £ £ £
At 1 January 2021 70,177 10,264,409 50,411 – (8,861,429) 28,729 1,552,297
Comprehensive income:
Loss for the year – – – – (1,212,677) – (1,212,677)
Other comprehensive income – – – – (582,750) (117,093) (699,843)
Total comprehensive income – – – – (1,795,427) (117,093) (1,912,520)
Transactions with owners:
Accrued interest on convertible
loan notes – – 54,247 – – – 54,247
Issuance of shares 68,691 7,747,650 (104,658) – – – 7,711,683
Share based payments – (80,763) – 95,372 149,000 – 163,609
Total transactions with
owners 68,691 7,666,887 (50,411) 95,372 149,000 – 7,929,539
At 31 December 2021 138,868 17,931,296 – 95,372 (10,507,856) (88,364) 7,569,316
The Notes on pages 54 to 71 form an integral part of these Consolidated Financial Statements.
52 FIRST TIN l ANNUAL REPORT 2022
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH
FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
Year ended
31 December
2022
Year ended
31 December
2021
£ £
Cash flows from operating activities
Operating loss (3,240,389) (1,321,977)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation of tangible assets 20,597 8,845
Share-based payment expense 707,100 163,609
Increase in trade and other receivables (357,635) (317,770)
Increase in trade and other payables 1,503,846 113,731
Cash used in operations (1,366,481) (1,353,562)
Interest paid (2,557) (4,248)
Net cash flows used in operating activities (1,369,038) (1,357,810)
Cash flows from investing activities
Purchase of intangible fixed assets (5,288,557) (588,255)
Purchase of property, plant and equipment (600,907) (28,165)
Initial consideration to acquire Taronga - (734,182)
Loan advanced to Taronga - (813,762)
Proceeds from sale of investment - 333,000
Cash acquired on acquisition of Taronga 102 -
Net cash flows in investing activities (5,889,362) (1,831,364)
Cash flows from financing activities
Proceeds from issue of shares 19,000,000 5,601,000
Share issuance costs (368,521) –
Interest paid in respect of convertible loans - (200,000)
Net cash flows from financing activities 18,631,479 5,401,000
Net increase in cash 11,373,079 2,211,826
Cash and cash equivalents at beginning of year 2,503,714 245,740
Exchange loss on cash and cash equivalents (53,620) 46,148
Cash at the end of period 13,823,173 2,503,714
As disclosed in Note 19 and Note 12, the material non-cash transactions relate to the issue of new shares
as part of the consideration to acquire Taronga Mines Pty Ltd (ā€œTarongaā€) and the settlement of broker
commission.
The Notes on pages 55 to 78 form an integral part of these Consolidated Financial Statements.
firsttin.com 53
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1 GENERAL INFORMATION
The Company is a public company limited by shares,
incorporated in England and Wales under the Companies
Act 2006. The Company’s registered address is First Floor,
47/48 Piccadilly, London, England, W1J 0DT.
On 15 March 2022 the Company re-registered as a public
company in the name of First Tin Plc.
The financial statements comprise of financial information
of the Company and its subsidiary (the ā€œGroupā€). The
principal activities of the Company and the Group and
the nature of their operations are disclosed elsewhere in
these financial statements.
2 PRESENTATION OF FINANCIAL STATEMENTS
The financial statements are presented in pounds
sterling, as this is the currency of the primary economic
environment that the Group operates in.
3 SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation
These financial statements have been prepared on the
going concern basis in accordance with International
Financial Reporting Standards as adopted by the UK
and the requirements of the Companies Act 2006. The
financial statements have been prepared on a historical
cost basis.
3.2 Going concern
The Group currently has no income and meets its working
capital requirements through raising development
finance. In common with many businesses engaged in
exploration and evaluation activities prior to production
and sale of minerals the Group will require additional
funds and/or funding facilities in order to fully develop
its business plan. Ultimately the viability of the Group is
dependent on future liquidity in the exploration and study
period and this, in turn, depends on the availability of
external funding.
During the year the Company’s shares were admitted to
trading on the London Stock Exchange raising equity of
Ā£20 million. At 31 December 2022, the Group had cash of
£13.8 million (2021: £2.5 million).
The Directors have prepared financial projections and
plans for a period of at least 12 months from the date
of approval of these financial statements. Based on the
current management plan, management believes that
these funds are sufficient for the expenditure to date
as well as the planned forecast expenditure for the
forthcoming twelve months.
It is anticipated that additional capital will need to be
raised by the end of the second quarter of 2024 in
order to continue to fund the Group’s activities at their
planned levels beyond this date. This represents a
material uncertainty that may cast significant doubt the
Group’s and Company’s ability to continue as a going
concern. However, the Directors have a reasonable
expectation that this uncertainty can be managed to a
successful outcome, and based on that assessment, the
Group and Company will have adequate resources to
continue in operational existence for the foreseeable
future. Accordingly, these financial statements have been
prepared on the going concern basis.
The financial statements do not reflect any adjustments
that would be required to be made if they were to be
prepared on a basis other than the going concern basis.
3.3 Basis of consolidation
The consolidated financial statements incorporate
the financial statements of the Company and entities
controlled by the Company (its subsidiaries). Control
is achieved where the Company has power over the
investee, is exposed or has rights to variable returns from
its involvement with the investee and has the ability to
use its power to affect its returns.
Changes in the Group’s interests in subsidiaries that do
not result in a loss of control are accounted for as equity
transactions.
The results of subsidiaries acquired or disposed of are
included in the consolidated Statement of Comprehensive
Income from the effective date of acquisition or up to the
effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial
information of subsidiaries to bring the accounting
policies used into line with those used by the Group.
All intra-group transactions, balances and unrealised
gains on transactions between group companies are
eliminated on consolidation.
3.4 Intangible assets other than goodwill
Exploration and evaluation assets
The Group capitalises costs which directly relate to
exploration and evaluation activities in areas for which it
has obtained appropriate legal rights and there is a high
degree of confidence in the feasibility of the project.
Capitalised exploration and evaluation costs include
acquisition of rights to explore, topographical, geological,
geochemical and geophysical studies, exploration drilling,
sampling and activities in relation to the evaluation of the
technical feasibility and commercial viability of extracting
a mineral resource. General and administrative costs
directly associated with such activities are also capitalised.
Exploration and evaluation costs are carried at cost
less any impairment and are not amortised prior to the
conclusion of the appraisal activities. If the appraisal
activities establish the existence of commercial
reserves and the decision is made to develop the site,
then the carrying value of the associated exploration
and evaluation assets is tested for impairment and
subsequently reclassified as development and production
assets. If commercial reserves have not been found,
or exploration and evaluation activities have been
abandoned, then the associated exploration and
evaluation assets are fully impaired.
Impairment charges and exploration costs incurred prior
to obtaining legal rights are expensed in the profit and
loss as incurred.
54 FIRST TIN l ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
3.5 Property, plant and equipment
Items of property, plant and equipment that do not
form part of the exploration and evaluation assets are
carried as cost less accumulated depreciation and are
depreciated on a straight-line basis over the following
expected useful economic lives:
Land and buildings Land is not depreciated
Motor vehicles 3 years
Fixtures and fittings 3 - 15 years
3.6 Impairment of non-financial assets
At each reporting date, the Directors assess whether
there is any indication that a Group’s asset, other
than deferred tax assets, may be impaired. Where an
indicator of impairment exists, the Directors make an
estimate of the recoverable amount. An impairment loss
is recognised in profit and loss whenever the carrying
amount of the asset or cash generating unit exceeds its
recoverable amount.
Recoverable amount is the higher of fair value less costs
to sell and ā€œvalue-in-useā€. In assessing ā€œvalue-in-useā€,
the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects
current market assessments of the time-value of money
and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash-generating unit) is
reduced to its recoverable amount. An impairment loss
is recognised immediately in the profit and loss, unless
the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (or cash-generating unit)
is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been
determined had no impairment loss been recognised
for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately
in the profit and loss, unless the relevant asset is carried
at a revalued amount greater than cost, in which case the
reversal of the impairment loss is treated as a revaluation
increase.
3.7 Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-
maker, who is responsible for allocating resources and
assessing performance of the operating segments, has
been identified as the Board of Directors.
3.8 Cash and cash equivalents
Cash and cash equivalents include cash in hand,
deposits held at call with banks, other short-term liquid
investments with original maturities of three months or
less and bank overdrafts. Bank overdrafts are shown
within borrowings in current liabilities.
3.9 Financial assets
Financial assets are recognised in the Statement of
Financial Position when the Group becomes party to the
contractual provisions of the instrument.
Financial assets are classified into specified categories.
The classification depends on the Group’s business model
for managing the financial assets and the contractual
terms of the cash flows. Financial assets are initially
measured at fair value plus transaction costs.
Loans and receivables
Trade receivables are recognised initially at the amount
of consideration that is unconditional, unless they contain
significant financing components, in which case they are
recognised at fair value. They are subsequently measured
at amortised cost using the effective interest method less
loss allowance.
Loans and other receivables that have fixed or
determinable payments and are held for collection of
contractual cash flows, where those cash flows represent
solely payments of principal and interest, are measured
at amortised cost using the effective interest method less
any impairment.
Interest is recognised by applying the effective
interest rate, except for short-term receivables when
the recognition of interest would be immaterial. The
effective interest method is a method of calculating the
amortised cost of a debt instrument and of allocating the
interest income over the relevant period. The effective
interest rate is the rate that exactly discounts estimated
future cash receipts through the expected life of the
debt instrument to the net carrying amount on initial
recognition.
Impairment of financial assets
The Group assesses on a forward-looking basis the
expected credit loss associated with its receivables
carried at amortised cost. The impairment methodology
applied depends on whether there has been a significant
increase in credit risk. For trade receivables, the Group
applies the simplified approach permitted by IFRS 9,
resulting in trade receivables recognised and carried
at original invoice amount less an allowance for any
uncollectible amounts based on expected credit losses.
The Group recognises a loss allowance for expected
credit losses on investments in debt instruments that are
measured at amortised cost. The amount of expected
credit losses is updated at each reporting date to reflect
changes in credit risk since initial recognition of the
respective financial instrument.
Derecognition of financial assets
Financial assets are derecognised only when the
contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially all
the risks and rewards of ownership to another entity.
firsttin.com 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
3.10 Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or other
financial liabilities.
Other financial liabilities
Other financial liabilities, including trade and other
payables, are initially measured at fair value, and are
subsequently measured at amortised cost, using the
effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only
when, the Group’s obligations are discharged, cancelled,
or they expire.
3.11 Equity instruments
Equity instruments issued by the Company are recorded
at the proceeds received, net of direct issue costs.
Dividends payable on equity instruments are recognised
as liabilities once they are no longer at the discretion of
the Company.
3.12 Taxation
The tax expense represents the sum of the tax currently
payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit
for the year. Taxable profit differs from net profit as
reported in the profit and loss 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 Group’s liability for current tax
is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax
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 balance
sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available
against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from
the initial recognition of other assets and liabilities in
a transaction that affects neither the tax profit nor the
accounting profit.
The carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profits
will be available to allow all or part of the 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. Deferred tax is charged
or credited in the profit and loss, 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 the Group has a
legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
3.13 Foreign exchange
Functional and presentation currency
Items included in the financial statements of each of
the Group’s entities are measured using the currency of
the primary economic environment in which the entity
operates (the ā€œfunctional currencyā€). The consolidated
financial statements are presented in pound sterling,
which is the Group’s functional and presentation currency.
Transactions and balances
Transactions in currencies other than the functional
currency are recorded at the rates of exchange prevailing
at the dates of the transactions. At each reporting date,
monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing
on the reporting date. Gains and losses arising on
translation are included in profit or loss for the period.
Group companies
For the purpose of presenting the consolidated financial
statements, the assets and liabilities of the Group’s
foreign operations are translated at exchange rates
prevailing on the reporting date. Income and expense
items are translated at the average exchange rates for
each period, unless exchange rates fluctuate significantly
during that period, in which case the exchange rates at
the date of transaction are used. All resulting exchange
differences are recognised in ā€œother comprehensive
incomeā€ and accumulated in equity.
3.14 Leases
The Directors assess whether a Group’s contract is, or
contains, a lease at inception of the contract. Payments
associated with short-term leases or leases of low value
assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases
with a lease-term of 12 months or less without a purchase
option.
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
56 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
3.15 Share-based payments
Equity-settled share-based payments to employees and
others providing similar services are measured at the fair
value of the equity instruments at the grant date. The fair
value excludes the effect of non-market-based vesting
conditions. Details regarding the determination of the fair
value of equity-settled share-based transactions are set
out in Note 12 to these financial statements.
The fair value determined at the grant date of the equity-
settled share-based payments is expensed on a straight-
line basis over the vesting period, based on the Directors’
estimate of the number of equity instruments that will
eventually vest. At each reporting date, the Directors
revises their estimate of the number of equity instruments
expected to vest as a result of the effect of non-market-
based vesting conditions. The impact of the revision of
the original estimates, if any, is recognised in profit or
loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to reserves.
Equity-settled share-based payment transactions with
parties other than employees are measured at the fair
value of the goods or services received, except where
that fair value cannot be estimated reliably, in which
case they are measured at the fair value of the equity
instruments granted, measured at the date the entity
obtains the goods or the counterparty renders the
service.
3.16 New and amended standards adopted by the Group
The Group has applied the following amendments for the
first time for the annual reporting period commencing
1 January 2022:
• Property, Plant and Equipment: Proceeds before
Intended Use – Amendments to IAS 16
• Onerous Contracts – Cost of Fulfilling a Contract –
Amendments to IAS 37
• Annual Improvements to IFRS Standards 2018-2020;
and
• Reference to the Conceptual Framework –
Amendments to IFRS 3
The amendments listed above did not have any impact
on the amounts recognised in prior periods and are
not expected to significantly affect the current or future
periods.
3.17 New standards and interpretations not yet adopted
Certain new accounting standards, amendments to
accounting standards and interpretations have been
published that are not mandatory for 31 December
2022 reporting periods and have not been early
adopted by the Group. These standards, amendments
or interpretations are not expected to have a material
impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
4 CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENTS
The preparation of the Group’s financial statements
under IFRS requires the Directors to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets
and liabilities. Estimates and judgements are continually
evaluated and are based on historical experience and
other factors including expectations of future events that
are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Details of the Group’s significant accounting judgements
used in the preparation of these financial statements
include:
Recoverability of intangible exploration and evaluation
assets
Where a project is sufficiently advanced, the
recoverability of intangible exploration and evaluation
assets is assessed by comparing the carrying value to
internal and operator estimates of the net present value
of projects. Intangible exploration assets are inherently
judgemental to value. The amounts for intangible
exploration and evaluation assets represent active
exploration projects. These amounts will be written-off to
the profit and loss as exploration costs unless commercial
reserves are established, or the determination process is
completed and there are no indications of impairment.
Acquisition of Taronga
On 8 April 2022, the Company acquired the entire issued
share capital of Taronga Mines Pty Limited. The Company
acquired a collection of assets comprising some property
and exploration equipment and the Taronga exploration
and evaluation assets. The Company evaluated the
acquisition to determine whether it met the definition
of a business in accordance with IFRS 3 and concluded
that since there were no processes or outputs present
at the time of acquisition, it did not gain control of an
integrated set of assets and therefore the acquisition was
that of a group of assets and not of a business.
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
firsttin.com 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
5 SEGMENTAL ANALYSIS
In the opinion of the Board of Directors the Group has one operating segment, being the exploitation of mineral rights.
The Group also analyses and measures its performance into geographic regions, specifically Germany and Australia.
Non-current assets by region are summarised below:
2022 2021
£ £
Germany 6,824,224 3,409,764
Australia 22,133,076 1,543,670
28,957,300 4,953,434
6 OPERATING LOSS
The operating loss for the year is stated after charging the following:
2022 2021
£ £
Depreciation 20,597 8,845
Expenses relating to short-term leases 90,914 44,586
Share-based payment expense (Note 12) 707,100 14,609
IPO and acquisition related costs 737,040 –
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the Company
and consolidated financial statements 62,000 35,000
Fees payable to the Company’s auditor for other services:
Other transaction work 218,000 130,800
Review of interim accounts 5,500 –
Amounts reclassified as prepayments – (130,800)
Total auditor's remuneration 285,500 35,000
58 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
7 STAFF COSTS AND DIRECTORS’ REMUNERATION
2022 2021
£ £
Wages and salaries 1,124,086 309,857
Social security costs 104,671 52,298
Pension costs 36,683 –
1,265,440 362,155
Amount capitalised as intangible asset (791,342) (117,548)
Total staff cost recognised in the profit and loss 474,098 244,607
The average number of staff employed by the Group, including Directors, is detailed below:
2022 2021
No. No.
Management and administration 11 3
Geology and environment 12 3
Average number of staff employed by the Group 23 6
Directors’ remuneration and fees are disclosed in the Directors’ Remuneration Report on pages 36 to 39. The Directors are
regarded as the key management personnel.
8 OTHER GAINS AND LOSSES
2022 2021
£ £
Gain on fair value of conversion option – 167,795
In 2021 the Group disposed of an equity investment in Panthera Resources Plc, a company listed on the AIM market of the
London Stock Exchange. The loss on disposal of £582,750 was recognised in other comprehensive income.
9 FINANCE COSTS
2022 2021
£ £
Interest on convertible loan notes – 54,247
Bank charges and other finance costs 2,557 4,248
2,557 58,495
firsttin.com 59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
10 INCOME TAX EXPENSE
2022 2021
£ £
Current tax – –
Deferred tax – –
– –
Loss before taxation on continued operations (3,242,946) (1,212,677)
Loss on before taxation multiplied by standard rate of UK
corporation tax of 19% (2021 – 19%)
Difference in overseas tax rate (616,159) (230,409)
Expenses not deductible for tax (174,737) (61,154)
Income and gains not subject to tax 257,155 31,519
Effect of tax losses not recognised as deferred tax assets 533,741 260,044
Total tax charge for the year – –
The Group has tax losses carried forward of approximately £12.3 million (2021: £7.4 million). The unutilised tax losses have
not been recognised as a deferred tax asset due to uncertainty over the timing of future profits and gains.
An increase in the UK corporation tax rate from 19% to 25% for the financial year beginning 1 April 2023 was substantively
enacted on 24 May 2021.
11 LOSS PER ORDINARY SHARE
2022 2021
Loss for the year attributable to the ordinary equity holders of the Company (Ā£)
Basic loss per Ordinary share (3,242,946) (1,212,677)
Weighted average number of Ordinary Shares issued 231,872,871 118,813,650
Basic loss per Ordinary share (pence) (1.40) (1.02 )
Diluted loss per Ordinary share
Weighted average number of Ordinary Shares issued 232,112,833 122,593,003
Diluted loss per Ordinary share (pence) (1.40) (1.02 )
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all
potential dilutive warrants, options and convertible loans over ordinary shares. Potential ordinary shares resulting from the
exercise of warrants, options and the conversion of convertible loans have an anti-dilutive effect due to the Group being in a
loss position. As a result, diluted loss per share is disclosed as the same value as basic loss per share.
60 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
12 SHARE-BASED PAYMENTS
Share options and warrants
The Group adopted the First Tin Option Plan (ā€œFT Option Planā€), effective from 8 April 2022. In addition to the FT Option
Plan the Group as certain outstanding warrants and options issued under previous schemes.
The options issued under previous schemes vest 7 business days after the grant date, have an exercise price of 13p and, if
they remain unexercised after 4 years, they expire. If the employees leave the Company, the options expire 90 days after
their leaving date.
The options issued under the FT Option Plan vested on admission to the London Stock Exchange and are exercisable for
periods between 2 and 3 years from issue.
No. of options
2022
No. of options
2021
No. of warrants
2022
No. of warrants
2021
£ £ £ £
Outstanding at beginning of period 1,560,000 2,210,000 3,168,000 2,407,048
Granted during the period 8,500,000 – 2,500,000 3,168,000
Expired during the period – (650,000) – (2,407,048)
Outstanding at the end of the period 10,060,000 1,560,000 5,668,000 3,168,000
Exercisable at the end of the period 10,060,000 1,560,000 5,668,000 3,168,000
Weighted average exercise price (pence) 30 13 26 20
Share options outstanding at the end of the year have the following expiry dates and exercise prices.
Grant date Expiry date
Exercise
price
No. of options
2022
No. of options
2021
pence No. No.
4 March 2019 4 March 2023 13 1,560,000 1,560,000
6 April 2022 5 April 2025 33 8,500,000 –
10,060,000 1,560,000
Weighted average remaining contractual life of options
outstanding at the end of the year 1.94 1.17
Warrants outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date Expiry date
Exercise
price
No. of options
2022
No. of options
2021
pence No. No.
27 April 2021 9 April 2024 20 2,668,000 2,668,000
29 June 2021 9 April 2024 20 500,000 500,000
29 March 2022 6 April 2024 33 2,500,000 –
5,668,000 3,168,000
Weighted average remaining contractual life of options
outstanding at the end of the year 1.27 2.20
12 SHARE BASED PAYMENTS POLICIES CONTINUED
firsttin.com 61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
12 SHARE BASED PAYMENTS POLICIES CONTINUED
Fair value of options granted
The assessed fair value at the grant date of options granted during the year ended 31 December 2022 was £0.08 per option .
The fair value at grant date is determined using the Black-Scholes model, which takes into account the following inputs:
2022 2021
Grant date 8 April 2022 –
Exercise price 33 pence –
Market value at grant date 30 pence –
Expected term 3 years –
Volatility 44% –
Risk free rate 1.5% –
The volatility is calculated based upon the volatilities of peer group companies since there is insufficient historic data
available for the Group.
Fair value of warrants granted
The Group issued 2,500,000 warrants (2021 – 3,168,000) at an exercise price of 33 pence, exercisable over a period of two
years from the date of grant. The fair value was calculated at £173,766 (2021 - £80,763). The fair value was determined
using the Black-Scholes model, with the following inputs: market value at grant date of 30 pence, expected term of 2 years,
volatility of 46% and risk free rate of 1.4%.
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
2022 2021
£ £
Recognised in profit or loss:
Options issued to Directors under the FT Option Plan 582,317 –
Options issued to staff and consultants under the FT Option Plan 124,783 –
Warrants issued to consultants – 14,609
707,100 14,609
Recognised against share premium:
Warrants issued in respect of broker services 173,766 80,763
Shares issued in settlement of broker commission 1,000,000 -
1,173,766 80,763
1,880,766 95,372
62 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
13 INTANGIBLE ASSETS
Exploration and
evaluation assets
Ā£
Cost
At 1 January 2021 2,950,227
Additions 588,255
Currency translation (157,569)
As at 31 December 2021 3,380,913
Additions 5,288,557
Acquisition of Taronga (Note 19) 18,558,503
Currency translation 139,579
As at 31 December 2022 27,367,552
The intangible assets relate to the TellerhƤuser and Taronga tin projects located in southern Saxony in the east of Germany
and Australia, respectively.
The Directors assess for impairment when facts and circumstances suggest that the carrying amount of an Exploration
and evaluation (ā€œE&Eā€) asset may exceed its recoverable amount. In making this assessment, the Directors have regard to
the facts and circumstances noted in IFRS 6 paragraph 20. In performing their assessment of each of these factors, at 31
December 2022, the Directors have:
a) reviewed the time period that the Group has the right to explore the area and noted no instances of expiration, or
licences that are expected to expire in the near future and not be renewed;
b) determined that further E&E expenditure is either budgeted or planned for all licences;
c) not decided to discontinue exploration activity due to there being a lack of quantifiable mineral resource; and
d) not identified any instances where sufficient data exists to indicate that there are licences where the E&E spend is
unlikely to be recovered from successful development or sale.
On the basis of the above assessment, the Directors are not aware of any facts or circumstances that would suggest the
carrying amount of the E&E asset may exceed its recoverable amount.
firsttin.com 63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
14 INVESTMENTS
2022 2021
£ £
Investment deposit – 734,182
Long-term receivables – 809,488
– 1,543,670
In November 2021, the Company entered into a Sale and Purchase Agreement with Aus Tin, the parent entity of Taronga,
to acquire the entire share capital of Taronga for an initial cash consideration of £734,182 (AUD$1,350,000) followed by the
issue of 60,000,000 ordinary shares of the Company on completion. The acquisition was subject to a number of conditions
including the Company’s share capital being admitted to trading on the main market of the London Stock Exchange and
completing a capital raising of £20 million by no later than 30 June 2022. The Company also provided an unsecured, interest
free loan to Taronga to the value of £813,762 (AUD$1,505,000) as working capital. The acquisition was completed on 8 April
2022 as disclosed further in Note 19.
No provision for impairment was recognised as at 31 December 2022 or 2021.
The table below sets out the Company’s subsidiaries. The subsidiaries have share capital consisting solely of ordinary shares
and the proportion of ownership interests held equals the voting rights. The registered office address is also their principal
place of business:
Name of company Place of operation Principal activity Shareholding
Saxore Bergbau GmbH (ā€œSaxoreā€)
(incorporated in Germany)
Platz der Oktoberopfer
1A 09599 Freiberg
Germany
Mineral exploration 100%
Taronga Mines Pty Ltd
(incorporated in Australia)
2 Glen Innes Road,
Emmaville, NSW 2371
Australia
Mineral exploration 100%
First Tin Australia Pty Ltd
(incorporated in Australia)
2 Glen Innes Road,
Emmaville, NSW 2371
Australia
Dormant 100%
64 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
15 PROPERTY, PLANT AND EQUIPMENT
Land &
buildings
Motor
vehicles
Fixtures and
fittings Total
£ £ £ £
Cost
At 1 January 2021 – 15,550 41,957 57,507
Additions – 24,842 3,323 28,165
Currency translation – (1,589) (7,483) (9,072)
At 31 December 2021 – 38,803 37,797 76,600
Additions 415,220 110,583 75,104 600,907
Acquisition of Taronga (Note 19) 965,939 – 34,202 1,000,141
Currency translation (21,179) 1,658 3,119 (16,402)
At 31 December 2022 1,359,980 151,044 150,222 1,661,246
Depreciation
At 1 January 2021 – 13,518 33,059 46,577
Charge for the year – 4,811 4,034 8,845
Currency translation – (762) (6,911) (7,673)
At 31 December 2021 – 17,567 30,182 47,749
Charge for the year – 9,334 11,263 20,597
Currency translation – 1,160 1,992 3,152
At 31 December 2022 – 28,061 43,437 71,498
Net book value
At 31 December 2022 1,359,980 122,983 106,785 1,589,748
At 31 December 2021 – 21,236 7,615 28,851
16 TRADE AND OTHER RECEIVABLES
2022 2021
£ £
Prepayments and other receivables 386,287 311,549
Recoverable value added taxes 422,424 102,071
808,711 413,620
firsttin.com 65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
17 TRADE AND OTHER PAYABLES
2022 2021
£ £
Trade payables 761,512 210,521
Accruals 949,004 79,449
Other payables 94,782 11,482
1,805,298 301,452
18 FINANCIAL INSTRUMENTS
The principal financial instruments used by the Group from which financial instrument risk arises are as follows:
Financial assets
2022 2021
£ £
Measured at amortised cost
Cash and cash equivalents 13,823,173 2,503,714
Trade and other receivables 52,428 67,736
13,875,601 2,571,450
Financial liabilities
2022 2021
£ £
Liabilities measured at amortised cost
Trade and other payables 1,805,298 301,452
All financial assets and liabilities are due within one year.
The main risks arising from the Group's activities are market risk, credit risk and liquidity risk.
Market risk
Market risk is the risk that the fair value of future cash flows will fluctuate because of changes in market price. This risk is
primarily comprised of interest risk and foreign currency risk.
66 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
18 FINANCIAL INSTRUMENTS CONTINUED
Foreign currency risk management
As highlighted earlier in these financial statements, the presentation currency of the Group is pound sterling. The Group has
foreign currency denominated assets and liabilities. Exposures to exchange rate fluctuations therefore arise. The Group pays for
invoices denominated in a foreign currency in the same currency as the invoice therefore suffers from a level of foreign currency
risk. The Group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk.
The carrying amount of the Group's foreign currency denominated monetary assets and monetary liabilities as at 31 December
2022 is as follows:
2022 2021
£ £
Australian Dollars
Long-term receivables – 809,488
Cash balances 5,616,478 –
5,616,478 809,488
Euro
Cash balances 4,973,867 –
As at 31 December 2022, if all foreign currencies in which the Group transacts, had strengthened or weakened by 10%
against pound sterling with all other variables held constant, post-tax loss for the year would have increased/(decreased) by:
2022 2021
£ £
Strengthened by 10% increase in post-tax loss 962,765 75,583
Weakened by 10% decrease in post-tax loss (1,176,716) (89,932)
The rate of 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and
represents management's assessment of the reasonable possible change in foreign exchange rates. The sensitivity analysis
includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for
a 10% change in foreign currency rates. A positive number above indicates an increase in loss (increase in profit) or other
equity where the pound sterling strengthens by 10% against the relevant currency. For a 10% weakening of the pound
sterling against the relevant currency, there would be an equal and opposite impact on the profit or loss and other equity.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. Credit risk arises principally from the Group's cash balances and other receivables.
The Group gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk.
The Group considers the banks and financial institutions have low credit risks. Therefore, the Group is of the view that the
loss allowance is immaterial and hence no provision is required.
The concentration of the Group’s credit risk is considered by counterparty, geography and currency. The Group does not
have any significant concentrations of credit risk at the reporting date related to external third parties.
As at 31 December 2022, the Group held no collateral as security against any financial asset. No financial assets were past
their due date and there were no problems with the credit quality of any financial assets in the year. As a result, there has
been no impairment of financial assets during the year.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the
Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. An allowance for
impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction
in the recoverability of the cash flows. Management considers the above measures to be sufficient to control the credit risk
exposure.
The Group recognises a loss allowance for expected credit losses in debt instruments at each reporting date. As at
31 December 2022 and 2021, no impairment was recognised.
firsttin.com 67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Liquidity risk
Liquidity risk is the risk that an entity may not be able to generate sufficient cash resources to settle its obligations as they
fall due. The Directors monitor cash flow requirements regularly and adopt a prudent liquidity risk management approach to
ensure sufficient cash is available for operational expenses.
The following tables detail the Group’s remaining contractual maturity for its financial liabilities with agreed repayment
periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest
date on which the Group can be required to pay.
2022 2021
£ £
Due within 1 month
Trade and other payables 1,805,298 301,452
Fair values
The Directors consider that the carrying amount of loans and receivables and other financial liabilities approximates to their
fair value because of the short-term nature of such assets the effect of discounting is negligible.
Capital management
For the purposes of capital management, capital includes issued capital and all other equity reserves attributable to the
equity holders of the Company. The primary objective of the Directors’ capital management is to ensure that the Group will
be able to continue as a going concern while sustaining the future development of the business.
19 ACQUISITION OF SUBSIDIARY
On 8 April 2022, First Tin Plc acquired 100% of the share capital of Taronga Mines Pty Ltd (ā€œTarongaā€) in exchange for a
combination of cash, shares in First Tin Plc and assumption of the liability due to First Tin Plc. The assets were acquired in
line with the Company’s aim of being able to deliver a sustainable answer to the material supply issues faced by industrial tin
consumers. The acquisition has been accounted for as an asset acquisition, with the cost of the group of assets and liabilitie s
allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase.
Total consideration transferred as part of the acquisition was:
Fair value
Ā£
Consideration
Total cash transferred 734,182
Shares transferred (60,000,000 shares at 30p) 18,000,000
Assumption of liability due to First Tin Plc 862,020
19,596,202
The fair value of the 60,000,000 shares issued as part of the consideration paid for Taronga of £18 million was based on the
Company’s share price of 30 pence per share as at 8 April 2022.
18 FINANCIAL INSTRUMENTS CONTINUED
68 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
19 ACQUISITION OF SUBSIDIARY CONTINUED
The total consideration has been allocated to the individual identifiable assets and liabilities on the basis of their relative fair
values at the date of purchase as follows:
Fair value
Ā£
Recognised amounts of assets acquired and liabilities assumed
Property, plant and equipment - plant and machinery 34,202
Property, plant and equipment - land and buildings 965,939
Intangibles – exploration and evaluation assets 18,558,503
Cash balances 102
Other current assets 37,456
Total identifiable net assets 19,596,202
The loss reported by Taronga Mines Pty Ltd included in the consolidated statement of comprehensive income for the
period is £376,101. There would have been no material difference to the consolidated loss for the year if the acquisition had
occurred on 1 January 2022.
20 RELATED PARTY TRANSACTIONS
Directors’ remuneration and fees
Directors’ remuneration and fees are disclosed in the Directors’ Remuneration Report on pages 36 and 39.
Other fees and transactions
Mr C Cannon Brookes was a director of Arlington Group Asset Management Limited (ā€œArlingtonā€) for the reporting period.
During the year, Arlington invoiced and was paid £876,004 (2021: £420,499) in respect of fund-raising commissions and
expenses, financial advisory fees and director’s fees.
Mr M E Thompson and Mr S L Fabian were directors of Tungsten West Plc (ā€œTungstenā€) for the reporting period. During the
year, Tungsten invoiced and was paid £nil (2021: £8,000) in respect of shared office rental charges.
Mr M E Thompson was a director of Treliver Minerals Trustees Limited (ā€œTreliverā€) for the reporting period. During 2021,
Treliver repaid an unsecured interest free loan of £69,818. At 31 December 2022 £nil (2021: £nil) was owed to the Group.
firsttin.com 69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
21 SHARE CAPITAL AND SHARE PREMIUM
2022 2021
£ £
Allotted, called up and fully paid share capital
265,534,972 (2021: 138,868,305) Ordinary shares of £0.001 each 265,535 138,868
Movements in ordinary shares
No. of shares Share capital Share premium Total
£ £ £
Opening balance at 1 January 2021 70,176,522 70,177 10,264,409 10,334,586
Shares issued on conversion of loan notes 27,691,781 27,691 2,187,651 2,215,342
Shares issued as part of fundraising 40,000,002 40,000 5,960,000 6,000,000
Shares issued to T Buenger under the terms of his
CEO contract 1,000,000 1,000 – 1,000
138,868,305 138,868 18,412,060 18,550,928
Less: issuance costs – – (400,001) (400,001)
Less: warrant expense – – (80,763) (80,763)
Opening balance at 1 January 2022 138,868,305 138,868 17,931,296 18,070,164
Shares issued on IPO 66,666,667 66,667 19,933,333 20,000,000
Shares issued to acquire Taronga 60,000,000 60,000 - 60,000
265,534,972 265,535 37,864,629 38,130,164
Less: issuance costs settled in shares – – (1,000,000) (1,000,000)
Less: issuance costs settled in cash – – (368,521) (368,521)
Less: warrant expense – – (173,766) (173,766)
Less: capital reduction – – (17,931,296) (17,931,296)
Closing balance at 31 December 2022 265,534,972 265,535 18,391,046 18,656,581
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not
confer any rights of redemption.
In March 2022, as part of the re-registration to a public limited company, the Company completed a capital reduction which
reduced the share premium by £17,931,296. This was offset against its retained deficit.
On 8 April 2022 the Company issued 66,666,667 Ordinary shares of £0.001 each at 30 pence per share under the terms of
its Initial Public Offering.
On 8 April 2023 the Company issued 60,000,000 Ordinary shares of £0.001 each at 30 pence per share as part of the
consideration for the acquisition of Taronga (see Note 19).
70 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
22 RESERVES
The warrant reserve is used to hold the fair value of warrants issued but not yet exercised.
The merger reserve is used to hold the premium on share issued to acquire subsidiaries where merger relief applies under
Section 612, Companies Act 2006.
The retained earnings reserve contains the accumulated losses of the Group.
The translation reserve is used to hold the accumulated gains and losses on translation of overseas subsidiaries.
23 NET DEBT RECONCILIATION
The table below sets out an analysis of net funds and the movements in net funds for each of the years presented:
2022 2021
£ £
Cash and cash equivalents 13,823,173 2,503,714
Net funds 13,823,173 2,503,714
Cash and cash
equivalents
Convertible
loan note Total
£ £ £
Net funds
Net debt as at 1 January 2021 245,740 (2,478,479) (2,232,739)
Cash flows 2,211,826 – 2,211,826
Currency translation 46,148 – 46,148
Movement in fair value – 781,955 781,955
Shares issued on redemption of loan – 1,696,524 1,696,524
At 31 December 2021 2,503,714 – 2,503,714
Cash flows 11,371,009 - 11,371,009
Currency translation (51,550) - (51,550)
At 31 December 2022 13,823,173 - 13,823,173
24 ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no controlling party.
25 EVENTS AFTER THE REPORTING PERIOD
There have been no material events to report since the year end.
firsttin.com 71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Notes
Year ended
31 December
2022
Year ended
31 December
2021
£ £
Assets
Non-current assets
Investment in subsidiaries 6 19,192,381 458,199
Investment deposit in Taronga 7 – 734,182
Long-term receivables 8 15,495,521 6,840,848
34,687,902 8,033,229
Current assets
Trade and other receivables 9 98,548 317,755
Cash and cash equivalents 12,295,992 2,411,508
12,394,540 2,729,263
Liabilities
Current liabilities
Trade and other payables 10 (350,914) (129,749)
Net current assets 12,043,626 2,599,514
Total assets less current liabilities 46,731,528 10,632,743
Net assets 46,731,528 10,632,743
Equity
Called up share capital 12 265,535 138,868
Share premium account 12 18,391,046 17,931,296
Merger relief reserve 13 17,940,000 –
Warrant reserve 13 269,138 95,372
Retained earnings 13 9,865,809 (7,532,793)
Total equity 46,731,528 10,632,743
The notes on pages 74 to 79 form part of these financial statements.
The Company made a loss in the year of £1,239,794 (2021: loss of £979,461).
The financial statements were approved by the Board of Directors and authorised for issue on 11 April 2023
and are signed on its behalf by:
Mr C Cannon Brookes
Non-executive Chairman Company number 07931518
COMPANY STATEMENT OF
FINANCIAL POSITION
AS AT 31 DECEMBER 2022
72 FIRST TIN l ANNUAL REPORT 2022
FINANCIAL STATEMENTS
COMPANY STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Share
capital
Share
premium
account
Merger
relief
reserve
Warrant
reserve
Retained
earnings
Total
equity
£ £ £ £ £ £
At 1 January 2022 138,868 17,931,296 – 95,372 (7,532,793) 10,632,743
Loss for the year – – – – (1,239,794) (1,239,794)
Total comprehensive loss for
the year – – – – (1,239,794) (1,239,794)
Transactions with owners:
Capital reduction – (17,931,296) – – 17,931,296 –
Issuance of shares, net of costs 66,667 18,564,812 – – – 18,631,479
Shares issued to acquire
Taronga 60,000 – 17,940,000 – – 18,000,000
Share-based payments – (173,766) – 173,766 707,100 707,100
Total transactions with owners 126,667 459,750 17,940,000 173,766 18,638,396 37,338,579
At 31 December 2022 265,535 18,391,046 17,940,000 269,138 9,865,809 46,731,528
Share
capital
Share
premium
account
Shares to
be issued
Warrant
reserve
Retained
earnings
Total
equity
£ £ £ £ £ £
At 1 January 2021 70,177 10,264,409 50,411 – (6,119,582) 4,265,415
Loss for the year – – – – (979,461) (979,461)
Other comprehensive loss for
the year – – – – (582,750) (582,750)
Total comprehensive loss for
the year – – – – (1,562,211) (1,562,211)
Transactions with owners:
Accrued interest on convertible
loan notes - - 54,247 - - 54,247
Issuance of shares 68,691 7,747,650 (104,658) - - 7,711,683
Share-based payments - (80,763) - 95,372 149,000 163,609
Total transactions with owners 68,691 7,666,887 (50,411) 95,372 149,000 7,929,539
At 31 December 2021 138,868 17,931,296 - 95,372 (7,532,793) 10,632,743
The notes on pages 74 to 79 form part of these financial statements.
firsttin.com 73
FINANCIAL STATEMENTS
1 GENERAL INFORMATION
First Tin Plc is a public company limited by shares
incorporated in England and Wales. The registered office
is First Floor, 47/48 Piccadilly, London, England, W1J 0DT.
2 BASIS OF PREPARATION
These financial statements have been prepared in
accordance with Financial Reporting Standard 101
ā€œReduced Disclosure Frameworkā€ and the Companies Act
2006. The financial statements have been prepared under
the historical cost convention.
The Company has taken advantage of the following
disclosure exemptions in preparing these financial
statements, as permitted by FRS 101 ā€œReduced
Disclosure Frameworkā€:
• The requirements of paragraphs 45(b) and 46 to 52
of IFRS 2 Share-based Payment;
• The requirements of paragraphs 62, B64(d), B64(e),
B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii),
B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business
Combinations;
• The requirements of paragraph 33(c) of IFRS 5
Non-Current Assets Held for Sale and Discontinued
Operations;
• The requirements of IFRS 7 Financial Instruments:
Disclosures;
• The requirements of paragraphs 91 to 99 of IFRS 13
Fair Value Measurement;
• The requirement in paragraph 38 of IAS 1
Presentation of Financial Statements to present
comparative information in respect of:
• Paragraph 79(a)(iv) of IAS 1;
• Paragraph 73(e) of IAS 16 Property, Plant and
Equipment;
• Paragraph 118(e) of IAS 38 Intangible Assets;
• The requirements of paragraphs 10(d), 10(f), 16,
38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of
IAS 1 Presentation of Financial Statements;
• The requirements of paragraphs 134 to 136 of IAS 1
Presentation of Financial Statements;
• The requirements of IAS 7 Statement of Cash Flows;
• The requirements of paragraphs 30 and 31 of IAS
8 Accounting Policies, Changes in Accounting
Estimates and Errors;
• The requirements of paragraphs 17 and 18A of IAS
24 Related Party Disclosures;
• The requirements in IAS 24 Related Party Disclosures
to disclose related party transactions entered into
between two or more members of a Group;
• The requirements of paragraphs 134(d) to 134(f) and
135(c) to 135(e) of IAS 36 Impairments of Assets;
3 SIGNIFICANT ACCOUNTING POLICIES
3.1 Investment in subsidiaries
Investments in subsidiaries are stated at cost less
accumulated impairment.
3.2 Impairment
At each reporting date, the Company assesses whether
there is any indication that an asset, other than
inventories and deferred tax assets, may be impaired.
Where an indicator of impairment exists, the Company
makes an estimate of the recoverable amount. An
impairment loss is recognised in profit or loss whenever
the carrying amount of the asset or cash generating unit
exceeds its recoverable amount.
Recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects
current market assessments of the time value of money
and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash-generating unit) is
reduced to its recoverable amount. An impairment loss is
recognised immediately in the income statement, unless
the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (or cash-generating unit)
is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been
determined had no impairment loss been recognised for
the asset (or cash-generating unit) prior years. A reversal
of an impairment loss is recognised immediately in profit
or loss, unless the relevant asset is carried at a revalued
amount greater than cost, in which case the reversal of
the impairment loss is treated as a revaluation increase.
3.3 Cash and cash equivalents
Cash and cash equivalents include cash in hand,
deposits held at call with banks, other short-term liquid
investments with original maturities of three months or
less, and bank overdrafts. Bank overdrafts are shown
within borrowings in current liabilities.
74 FIRST TIN l ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
NOTES TO THE COMPANY STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
3.4 Financial assets
Financial assets are recognised in the Company's
statement of financial position when the Company
becomes party to the contractual provisions of the
instrument.
Financial assets are classified into specified categories.
The classification depends on the Company’s business
model for managing the financial assets and the
contractual terms of the cash flows.
Financial assets are initially measured at fair value plus
transaction costs, other than those classified as fair value
through profit or loss (FVTPL) or fair value through other
comprehensive income (FVOCI), which are measured at
fair value.
Loans and receivables
Trade receivables are recognised initially at the amount
of consideration that is unconditional, unless they
contain significant financing components when they are
recognised at fair value. They are subsequently measured
at amortised cost using the effective interest method, less
loss allowance.
Loans and other receivables that have fixed or
determinable payments and are held for collection of
contractual cash flows, where those cash flows represent
solely payments of principal and interest, are measured
at amortised cost using the effective interest method, less
any impairment.
Interest is recognised by applying the effective
interest rate, except for short-term receivables when
the recognition of interest would be immaterial. The
effective interest method is a method of calculating the
amortised cost of a debt instrument and of allocating the
interest income over the relevant period. The effective
interest rate is the rate that exactly discounts estimated
future cash receipts through the expected life of the
debt instrument to the net carrying amount on initial
recognition.
Impairment of financial assets
The Company assesses on a forward-looking basis the
expected credit loss associated with its receivables
carried at amortised cost. The impairment methodology
applied depends on whether there has been a significant
increase in credit risk. For trade receivables, the Company
applies the simplified approach permitted by IFRS 9,
resulting in trade receivables recognised and carried
at original invoice amount less an allowance for any
uncollectible amounts based on expected credit losses.
The Company recognises a loss allowance for expected
credit losses on investments in debt instruments that are
measured at amortised cost. The amount of expected
credit losses is updated at each reporting date to reflect
changes in credit risk since initial recognition of the
respective financial instrument.
Derecognition of financial assets
Financial assets are derecognised only when the
contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially all
the risks and rewards of ownership to another entity.
3.5 Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or other
financial liabilities.
Other financial liabilities
Other financial liabilities, including trade and other
payables, are initially measured at fair value, and are
subsequently measured at amortised cost, using the
effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only
when, the Company’s obligations are discharged,
cancelled, or they expire.
3.6 Equity instruments
Equity instruments issued by the Company are recorded
at the proceeds received, net of direct issue costs.
Dividends payable on equity instruments are recognised
as liabilities once they are no longer at the discretion of
the Company.
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
firsttin.com 75
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
3.7 Taxation
The tax expense represents the sum of the tax currently
payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for
the year. Taxable profit differs from net profit as reported
in the income statement 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 reporting date.
Deferred tax
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 balance
sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available
against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from
the initial recognition of other assets and liabilities in
a transaction that affects neither the tax profit nor the
accounting profit.
The carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profits
will be available to allow all or part of the 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. Deferred tax is charged or
credited in the income statement, 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 the Company has
a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
3.8 Foreign exchange
Transactions in currencies other than pounds sterling are
recorded at the rates of exchange prevailing at the dates
of the transactions. At each reporting date, monetary
assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the
reporting date. Gains and losses arising on translation are
included in profit or loss for the period.
3.9 Critical accounting estimates and judgements
Details of the Company’s significant accounting
judgements and critical accounting estimates are set out
in these financial statements and include:
Recoverability of long-term receivables
At each reporting date, loans made to subsidiaries are
reviewed to determine whether there is any indication
that those assets are impaired. If there is an indication of
possible impairment, the recoverable amount of the asset
is estimated and compared with its carrying amount. Any
resulting impairment loss is recognised immediately in
profit or loss.
The Directors have reviewed the loans at 31 December
2022 and have concluded that there are no indicators of
impairment.
4 PROFIT FOR THE FINANCIAL PERIOD
The Company has taken advantage of section 408 of the
Companies Act 2006 and, consequently, a Profit and Loss
Account for the Company alone has not been presented.
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
76 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
5 STAFF COSTS AND DIRECTORS’ REMUNERATION
2022 2021
£ £
Wages and salaries 104,339 10,602
Social security costs 6,750 1,055
Total staff cost recognised in the profit and loss 111,089 11,657
The average number of staff employed by the Company, including Directors, is detailed below:
2022 2021
No. No.
Management and administration 3 1
Directors’ remuneration and fees are disclosed in the Directors’ Remuneration Report on pages 36 to 39.
6 INVESTMENT IN SUBSIDIARIES
Ā£
At 1 January 2021 and 31 December 2021 458,199
Acquisition of Taronga 18,734,182
At 31 December 2022 19,192,381
7 INVESTMENT DEPOSIT IN TARONGA
Ā£
At 1 January 2022 734,182
Reclass to investment in subsidiaries (734,182)
At 31 December 2022 –
8 LONG-TERM RECEIVABLES
Loan to
Taronga
Loan to
Saxore Total
£ £ £
Cost
At 1 January 2022 809,488 6,031,360 6,840,848
Additions 3,947,621 4,256,602 8,204,223
Currency translation (2,263) 452,713 450,450
At 31 December 2022 4,754,846 10,740,675 15,495,521
firsttin.com 77
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
9 TRADE AND OTHER RECEIVABLES
2022 2021
£ £
Other receivables – 12,000
VAT recoverable 32,291 61,024
Prepayments 66,257 244,731
98,548 317,755
10 TRADE AND OTHER PAYABLES
2022 2021
£ £
Trade payables 21,129 70,978
Other payables 6,663 –
Accruals 323,122 58,771
350,914 129,749
11 RELATED PARTY TRANSACTIONS
Directors’ remuneration and fees
Directors’ remuneration and fees are disclosed in the Directors’ Remuneration Report on pages 36 and 39.
Other fees and transactions
Other fees and transactions with the Company are disclosed in Note 20 to the consolidated financial statements.
The Company was also owed £10,740,675 (2021: £6,031,360) by Saxore, a wholly owned subsidiary incorporated in
Germany. In the year to 31 December 2022 a net of £3,898,759 (2021: £945,106) was advanced by the Company to Saxore,
and interest of £357,843 (2021: £214,815) was accrued in respect of the loan. The loan carries interest at 4% over the
European Central Bank rate per annum.
In addition, the Company was owed £4,754,846 by Taronga, a wholly owned subsidiary (see Note 19 to the Consolidated
Financial Statements) incorporated in Australia. In the year to 31 December 2022 a net of £3,851,785 (2021: £809,488) was
advanced by the Company to Taronga, and interest of £95,836 (2021: £nil) was accrued in respect of the loan. The loan
carries interest at 4% over the Bank of England base rate per annum.
78 FIRST TIN l ANNUAL REPORT 2022
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
12 SHARE CAPITAL
2022 2021
£ £
Allotted, called up and fully paid
265,534,972 (2021: 138,868,305) Ordinary shares of £0.001 each 265,535 138,868
Movement of the share capital is disclosed on Note 21 to the consolidated financial statements.
2022 2021
£ £
Share premium account 18,391,046 17,931,296
13 RESERVES
The merger reserve is used to hold the premium on share issued to acquire subsidiaries where merger relief applies under
Section 612, Companies Act 2006.
The warrant reserve is used to hold the fair value of warrants issued but not yet exercised.
The retained earnings reserve contains the accumulated losses of the Company.
firsttin.com 79
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
80 FIRST TIN l ANNUAL REPORT 2022
ADDITIONAL INFORMATION
80 FIRST TIN l ANNUAL REPORT 2022
COMPANY
INFORMATION
DIRECTORS
C Cannon Brookes
T Buenger
C J Apthorpe (appointed 8 April 2022)
S I Cornelius (appointed 8 April 2022)
I Hofmaier (appointed 8 April 2022)
N Mather (appointed 30 September 2022)
SECRETARY
Mr R G J Ainger (appointed 15 March 2022)
COMPANY NUMBER
07931518
REGISTERED OFFICE
First Floor 47/48 Piccadilly
London
England W1J 0DT
AUDITOR
Crowe U.K. LLP
55 Ludgate Hill
London EC4M 7JW
BANK
SG Kleinwort Hambros Bank Limited
8 St James’s Square
London SW1Y 4JU
FINANCIAL ADVISOR/JOINT BROKER
Arlington Group Asset Management Limited
47/48 Piccadilly
London W1J 0DT
FINANCIAL PUBLIC RELATIONS
SEC Newgate UK Limited
14 Greville Street
London EC1N 8SB
JOINT BROKER
WH Ireland Group plc
24 Martin Lane
London EC4R 0DR
REGISTRAR
Share Registrars Limited
3 The Millenium Centre
Crosby Way
Farnham GU9 7XX
SOLICITOR
Charles Russell Speechlys LLP
5 Fleet Place
London EC4M 7RD
firsttin.com 81
ADDITIONAL INFORMATION
This report is printed on paper
certified in accordance with the FSCĀ®
(Forest Stewardship CouncilĀ®).
Woodrow Press Ltd aims to reduce at
source the effect its operations have
on the environment and is committed
to continual improvement, prevention
of pollution and compliance with any
legislation or industry standards.
FIRST TIN
First Floor
47/48 Piccadilly
London W1J 0DT
firsttin.com