## ANNUAL REPORT ## FOR THE YEAR ENDED ## 31 DECEMBER 2022 INTRODUCTION ### 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 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 HIGHLIGHTS & OVERVIEW # 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 £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 | ANNUAL REPORT 2022 HIGHLIGHTS & OVERVIEW Deep Lead tin workings near Taronga firsttin.com 3 STRATEGIC REPORT ## CHAIRMAN'S STATEMENT ## FOR THE YEAR ENDED 31 DECEMBER 2022 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 First Tin came to market in April 2022, successfully The surge in demand for tin in the next decade will raising £20m to progress its two low capex, high be driven by the global transition to clean energy margin tin assets, located in the Tier 1 jurisdictions of and technological revolutions. Tin remains crucial in Australia (Taronga) and Germany (Tellerhäuser). the creation of any electronic device found in electric vehicles, computers and control equipment, power With both of the Company’s assets having transmission and other renewable technologies. In demonstrated compelling economics at today’s tin particular, the rise in the solar, battery and big data price of US$25,000 in previous independent studies, industries is expected to drive demand. Electric the Company has rapidly set to work on commencing vehicles now amount to 15% of car sales after record Definitive Feasibility Studies (“DFS”) at each asset sales in 2021 and 2022 and are expected to rise to to capitalise on the advanced nature of our projects. 60% of sales by 2030. Solar power generation also While we have experienced some minor delays at experienced strong growth at 40% year-on-year, and Tellerhäuser due to issues with our drilling contractor, data storage requirements are expected to increase we have made strong operational progress at 10-fold by 2030. It is therefore essential that this Taronga and aim to complete the DFS there by the demand is met by companies that are dedicated to end of 2023 as previously indicated. During the supplying tin responsibly. Currently, 97% of global period under review, First Tin undertook substantial tin supply comes from emerging or developing drill programmes at both our assets after a period of economies, with tin mining in these regions often over 40 years of inactivity at each project. These have linked to local conflicts and poor ESG standards confirmed historical mineralisation at both Taronga and practices. Indeed, most of the world’s tin comes and Tellerhäuser, as well proving up extensions to the from alluvial mining, a highly unsustainable and previously known resources, highlighting the strong environmentally damaging practice. Conversely, potential to increase the overall resource and create First Tin is focused on becoming a sustainable, exploration upside. Substantial progress has also professional, responsible, and regulated tin supplier been made in proving up the mineral processing and in conflict-free, low political risk jurisdictions. final flow sheets at both assets and in developing sustainable solutions for their respective water and ### power requirements. Demand for tin is driven by the ### global transition to clean energy Whilst the ongoing macro-economic challenges ### and technological revolutions 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 During the period under review, it was pleasing to and, with a significant tin deficit anticipated by the report that Taronga Mines Pty Ltd, an Australian International Tin Association (ITA) from 2025 onwards, registered, 100% owned subsidiary of First Tin, we are hopeful that higher prices will emerge in future was awarded a significant grant of A$494,038 by periods. The Company still aims to have both of its the Government of New South Wales in Australia assets enter production during this deficit period in under its Critical Minerals and High-Tech Metals order to help mitigate this future supply gap and to Activation Fund. The grant reinforces the support take advantage of any increases in the tin price. and commitment we have from the Government 4 FIRST TIN l ANNUAL REPORT 2022 STRATEGIC REPORT CHAIRMAN'S STATEMENT CONTINUED and will help fund the ongoing development on this in strategy, project development and delivery of important tin deposit. renewable energy projects, to provide a feasibility study on renewable energy supply options for We were also pleased to welcome Nick Mather Taronga. This workstream is designed to benefit all to the Board as a Non-Executive Director on our stakeholders. 30 September 2022. Nick has 40 years' experience in all aspects of resource exploration and brings Looking to the future of First Tin, we remain technical expertise and a track record of successful confident in our ability to progress both our assets in business development which will be valuable as Australia and Germany. The global clean energy and we focus on achieving the Company's objective technological revolutions and resultant significant of becoming a low-cost tin producer, through future demand for tin, remain an exciting opportunity exploration and development of our two flagship to First Tin and our ability to deliver a sustainable assets in Germany and Australia. answer to the global supply shortage, remains our focused objective. ### First Tin has a strong I would like to take this opportunity to thank my fellow Directors, the First Tin team and our ### commitment to ESG principles shareholders for their ongoing commitment and support as we strive for another busy and successful First Tin’s commitment to strong Environmental, year ahead. 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 Mr C Cannon Brookes partnership agreement with BID Energy Partners, Non-executive Chairman an Australia based energy company specialising Examining drill core samples Tellerhäuser Deeps firsttin.com 5 STRATEGIC REPORT ## WORLD TIN DEPOSITS MAP ### TELLERHÄUSER ### GOTTESBERG 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 ![img-0.jpeg](img-0.jpeg) 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 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 Tellerhäuser, 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 8 FIRST TIN | ANNUAL REPORT 2022 STRATEGIC REPORT CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED and 478m twin drilling completed in four drillholes) with better results including (downhole widths) as shown in the table opposite. 41m 0.20% Sn from surface 22m 0.12% Sn from 62m The drill rig is now infilling this area with the aim of adding tonnage 19m 0.20% Sn from surface to the Company’s existing Indicated Resource. 9m 0.20% Sn from 133m 32m 0.28% Sn from 118m Drilling has also been undertaken in an area previously assumed 33m 0.18% Sn from 109m to be barren, in the centre of the Newmont resource area. To date, 56m 0.12% Sn from 5m 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 (“REZ”), 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) Blast-hole drilling for bulk 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 sample collection at Taronga High-Tech Metals Activation Fund. firsttin.com 9 STRATEGIC REPORT CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED TELLERHÄUSER – GERMANY suggested a Net Present Value ("NPV") of US$264 Our Tellerhäuser project is one of the world’s most million (using an 8% discount rate) and an Internal advanced tin deposits. It is located in the tin district Rate of Return ("IRR") of 58%. of Saxony, which enjoys an exceptionally long history of mining, and has an active Mining Licence for the We commenced a DFS in the summer of 2022 and extraction of mineral resources valid until 30 June began drilling as part of this. This programme has 2070. It has major existing infrastructure benefits been focused on adding high grade tin mineralisation which ensure that future development capital from the Dreiberg zone to the Indicated Resources expenditure will remain low. already present at the project, thus enabling it to be used for economic evaluation under JORC A Scoping Study, undertaken in 2021, demonstrated guidelines. We successfully intersected high grade tin that an operation with a throughput rate of 500,000 mineralisation at depth along strike from the known tonnes per annum is financially robust with a low resources at the Tellerhäuser project from each of the projected start-up capital expenditure of US$49 four holes drilled, returning the following intercepts: million, which, at US$30,000 per tonne of tin, 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 the forthcoming tin deficit expected to be of a long- confirmed the skarn horizon is present, continuous term nature, our project is still well aligned to provide and tin mineralised as was previously identified critical supply to meet rising demand. by Wismut over 40 years ago. This suggests that the skarn horizon is continuous for at least 1.5km On a more pleasing note, drilling to date has southeast of the Indicated Resources at Dreiberg and obtained enough drill core to undertake mineral is open to the southeast. processing test work from Dreiberg with half of the core from the drillholes being sent to ALS in Burnie, The next Dreiberg hole, the fifth drilled by First Tin, is Australia. This will be the first mineral processing scheduled to commence in Q2 2023. Should this also testwork conducted on Dreiberg mineralisation in prove successful, the programme may be expanded over 40 years and will be useful as variability testwork to define additional Indicated Resources in the for the project as a whole. Dreiberg area. Another recent positive development is the discovery We are currently in the process of selecting a new of a considerable amount of additional historical drilling contractor due to the poor performance of drilling data for the Tellerhäuser project area. the previous one which has put the proposed drilling Following granting of the Mining Licence in 2021, programme behind schedule by around six-months. Saxore was able to request additional historic data, in Unfortunately, this means that the DFS at Tellerhäuser particular drillholes targeting uranium mineralisation, is now targeted to be completed in 2024 instead of that were also assayed for tin and other metals. end of 2023, as previously expected. However, with 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 Tellerhäuser drilling programme, plus the additional historical data recently received, we expect to publish an updated JORC compliant Resource Statement for Tellerhäuser 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 Tellerhäuser based on the results of the updated Resource Statement may require further funding beyond the existing budget. ![img-1.jpeg](img-1.jpeg) Furthermore, post period end we received good news in respect to the permitting process at Tellerhäuser, 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 Tellerhäuser, 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 CHIEF EXECUTIVE OFFICER'S REPORT CONTINUED # **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 "leave-no-trace solutions" 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 Tellerhäuser. # **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. ![Handwritten signature of Mr T Buenger]() Chief Executive Officer ![img-2.jpeg](img-2.jpeg) 12 FIRST TIN | ANNUAL REPORT 2022 Drilling commences at Dreiberg Deep firsttin.com 13 STRATEGIC REPORT # 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. ### 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 £20 million (before expenses) of new equity capital to complete further resource drilling and feasibility studies on both its Tellerhäuser 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 ("SME") 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 ("Saxore"), was granted a permit by the Saxon Mining Office for the exploration and mining over the "Rittersgrün" field which contains the Tellerhäuser 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. 14 FIRST TIN | 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 Mitigation: The Group continues to execute its for its plans in the short-medium term, to bring both fund-raising strategies to obtain the required of its Projects into production, it will need to raise capital to adequately fund the Projects and working additional capital. Such capital could be by way of capital of the business. The Group continues to equity financing, which will dilute existing shareholders monitor capital market conditions and identify and or by way of mezzanine capital or debt funding which engage further strategic and institutional investors could see the Company subject to various banking directly and through its advisors and brokers. covenants. COMMODITY PRICES Risk: The Company’s future value and its potential Mitigation: The Group is 100% exposed to the tin future revenues will be highly dependent on global tin price; however, the cash costs of both of the assets prices. Although tin prices are, as at the date of these remain within our budget which is conservatively financial statements, increasing and above long-term based on the long-term tin price as modelled by averages, there can be no guarantee that the tin price external advisors. 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. NATURE OF MINERAL EXPLORATION AND DEVELOPMENT Risk: Mineral exploration and development can Mitigation: Management, in designing and be highly speculative in nature and involve a high planning the Group’s operations, incorporates degree of risk. The economics of developing mineral contingency planning. The Group has multiple properties are affected by many factors including mining faces to minimise geological and mining the cost of operations, variations of the grade of ore risk to operations. 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. LITIGATION RISK Risk: The Company may face litigation from third Mitigation: Management maintains on-going parties aimed at delaying or stopping the Company’s dialogue with the local relevant government bodies operations or could potentially be impact by a third and stakeholders regarding its operations to ensure party attempting to litigate against a licensing authority. that such groups are well informed and also to help Such litigation could be brought by environmental ensure that the Group is informed at an early stage pressure groups or competitors and could result in the of any issues of concern that such groups may Company having to spend management time and cash have. The Group employs staff and consultants who on dealing with such proceedings. 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 Mitigation: Acting in an ethical, responsible and typical hazards and health and safety risks present transparent manner is fundamental to realising the in exploring and exploiting natural resources. This significant business benefits gained from building includes accidents, industrial disputes and litigation trusted and constructive relationships with all our from third parties. Any such events could materially stakeholders, and to maintaining our socio-political impact the Company’s financial condition. 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 Mitigation: To minimise the Group’s risk, the Group exchange risk as it is domiciled in the UK but with tries to match the currency holdings with future operations in Germany and Australia, and, in addition operating cash flows. Funds are pooled centrally as tin is priced in US Dollars. There can be no in the head office bank accounts to the maximum guarantee that exchange rates between the Pound, extent possible. The Group has converted Euro, Australian Dollar and US Dollar will not become 12-months of budgeted operating expenses into more volatile in the future. 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 Mitigation: The Group has recognised the sensitive development of advanced hard rock tin potential future requirement for the appointment projects in conflict free, low political risk jurisdictions. of a Sustainability Manager. It has engaged The Company’s goal is to minimise our CO2 footprint with expert consultants in this field to establish and implement ‘leave no trace’ solutions wherever emissions reporting, guidance and publications. possible, and develop and operate low-carbon Additionally it has established relationships with sustainable tin mines that support the current global external parties to drive the ESG process forward. 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. 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 Mitigation: To deliver on the principles and personnel. The loss of one or more of its key personnel commitments as stated in our People policy. Visible could have an adverse impact on the business of leadership in the development of our people, the Group. 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 Mitigation: The Group monitors IT and fraud risk and release of sensitive information pose ongoing and and continues to invest in people, process and real risks. 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 | | Total number at | | Total number | | | --- | --- | --- | --- | --- | --- | | of directors | | management level | | of employees | | | | 6 | | 9 | | 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 we can deliver our shared objectives. During 2022, There have been no material events to report since internal communications and reporting lines were the year end. strengthened, the growing number of employees were kept informed of all the workstreams across the Company and helped to raise key issues with S172 STATEMENT directors and executives. The directors of the Company, as those of all UK companies, must act in accordance with a set CUSTOMERS of general duties. These duties are detailed in First Tin is in the process of developing its assets. section 172 of the UK Companies Act 2006 which is However understanding our future customers and summarised as follows: even their customers and what matters to them is of paramount importance to the Company. A ‘A director of a company must act in the way they comprehensive knowledge of the tin market, product consider, in good faith, would be most likely to applications, end users and delivery of this resource promote the success of the company for the benefit in a clean and ethical manner is at the core of First of the shareholders as a whole and, in doing so have Tin’s corporate values. regard (amongst other matters) to: SUPPLIERS • the likely consequences of any decisions in the We have long-standing, close relationships with our long-term; suppliers, service providers and consultants and • the interests of the company’s employees; are in regular contact with them. Fostering good business relationships with key stakeholders including • the need to foster the company’s business suppliers is important to the Company’s success relationships with suppliers, customers and others; and we are committed to acting ethically and with • the impact of the company’s operations on the integrity in all business dealings and relationships. community and environment; COMMUNITIES AND ENVIRONMENT • the desirability of the company maintaining a First Tin is committed to utilising industry best reputation for high standards of business conduct; practices and achieving the highest standards and of environmental management and safety. The • the need to act fairly as between members of the Company also seeks and maintains positive company.’ relationships with its local communities and endeavour to continuously assess and monitor SHAREHOLDERS environmental impact, promote internally and First Tin seeks to develop a broad investor base across our industry best practices for environmental with those who share our values and are supportive management and safety. of our strategy. Engagement with shareholders is a key element to this objective and is achieved TELLERHÄUSER through various ways. Besides engaging through the A social management plan will be developed, Company’s Annual General Meeting and through including stakeholder engagement using publication of full and half-year financial results, various formats to ensure open and transparent Directors and members of the executive team, communication and negotiation with local supported by the Company’s broker and Investor government, businesses and residents. This will Relations advisors, engage with investors directly, include public information events, community mainly through regulatory news, press releases and meetings, local council meetings; field visits with other publications, as well as presentations and responsible authorities; development of a Project investor talks. website; as well as presence on social media platforms such as Facebook; local print media EMPLOYEES and press releases; a temporary staffed office in Our current and future success is underpinned by our Rittersgrün; and information sessions with poster ability to engage, motivate and adapt our workforce. presentations to describe details of the project. Creating the right environment for employees The information strategy developed by Saxore where their various strengths are recognised and and the participation in social projects is to convey their contributions are valued, helps to ensure that 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 Department as part of the Mine Development Panel stakeholder public relations work programme for the process. A Scoping Meeting will also be held with construction, operational and closure phases will be the NSW Department of Planning and Environment established. as part of the formal commencement of the development approvals process. We have been in Community Development could include infrastructure contact with the local parliamentary representatives improvements in the immediate area. Initial and have held meetings with Glen Innes Severn discussions with the Breitenbrunn community have Council to inform them of our plans and progress been held regarding the construction of a separate and seek preliminary input into local issues requiring pavement and cycle path, refurbishment of a small consideration. The route for mining permissions in bridge, and the integration of access to the local NSW is well regulated and specified and we have swimming pool to solve anticipated traffic problems followed all required protocols to date and intend to arising from overlap of access to the public pool and continue to do so. the mine. There is also an intention to contribute to the preservation of the public pool in Rittersgrün. BUSINESS CONDUCT As explained in more detail in the Corporate TARONGA Governance section on pages 24 to 28, values and We have held several meetings with our close culture are an integral part of our strategy and the neighbours and maintain regular email contact Board strives to promote a culture based on high advising them of our current activities. We have also business conduct standards. hosted two community information forums for the Emmaville community to provide an overview of the ACTING FAIRLY AS BETWEEN MEMBERS OF THE Company’s plans and seek early input and feedback COMPANY on issues important to the community. As part of Having assessed all necessary factors, and as our commitment to ongoing engagement, we have supported by the processes described above, the appointed a community liaison officer who lives in Directors consider the best approach to delivering on Emmaville and is responsible for organising and the Company’s strategy. This is done after assessing posting regular newsletters and compiling community the impact on all stakeholders and is performed feedback. In addition to feedback received through in such a manner so as to act fairly as between the engagement directly with the Company, the Company’s members. community will be provided with an opportunity to support or object to the Project as part of the This report was approved by the Board on development approvals process. We have begun 11 April 2023 and signed on its behalf by: 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. Mr T Buenger Chief Executive Officer 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 firsttin.com 19 STRATEGIC REPORT ## ENVIRONMENTAL, SOCIAL AND ## GOVERNANCE ("ESG") ## FOR THE YEAR ENDED 31 DECEMBER 2022 INTEGRITY • Do what is right; • Do what we say we will do; and • Be inclusive. RESPECT ## OUR VISION • For the environment • For our employees (including their health, safety and wellbeing) ### A conflict-free source • For the local communities in which we operate ### of tin through sustainable, ### professional, responsible, ### and regulated mining. 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 “greener future” • Managing our impacts at every stage of development and production ## OUR PRIORITIES SAFETY MINIMISING OUR MINIMISING OUR ETHICAL AND RECRUITMENT AND POSITIVE ## 1 2 CO 2 FOOTPRINT 3 ENVIRONMENTAL 4 RESPECTFUL 5 MATERIALS 6 LEGACY FOOTPRINT A core value; we aim for a From an early stage of our mine Through identification and Behaviour that is built on a Source and hire locally. Prepare to leave a positive fatality and injury free workplace. project; utilising renewable implementation of transparent relationship with legacy for the local energy supply, screenings, and “leave-no-trace solutions” local communities and their environment. electrification options for future wherever possible. culture and laws. mine equipment wherever possible. 20 FIRST TIN l ANNUAL REPORT 2022 STRATEGIC REPORT ## TARGETS TARONGA: WE COMMIT TO: • Design, build and operate a state of the art, environmentally sensitive and conflict-free tin mining operation; • Establish a contractual arrangement with the • Investigate the options to share water supply from legitimate First Nations land claimants for the land our purchased water allocation rights with the plot that partially overlaps where the northern local community, subject to the outcome of the southern pit mineralisation are; water bores and exploration results; • Support locals through two dedicated internship • Investigate the options to supersize the intended positions that will offer training opportunities for PV power generation plant in order to achieve a mining industry relevant positions, on a rotating low, or even CO2-free, energy footprint; and basis; • Plan a tree planting initiative based on the • Inclusive employment policies that encourage recommendations of local experts and Glen Innes diversity and gender balance; Severn Council. ## TARGETS TELLERHÄUSER: WE COMMIT TO: • Design, build and operate a state of the art, environmentally sensitive and conflict-free tin mining operation with a “leave-no-trace”, mine waste-free, surface footprint wherever possible; geothermal heat that we can extract out of the to-be-pumped and treated ground water; • Develop a policy for a professional training/ apprenticeship program to support locals to • Support the technology development for low qualify as potential future employees; CO2, or CO2-free, tin smelting and refining options as co-financier of a study at the local • Investigate the options to supply the future university; and Tellerhäuser mine with renewable energy in order to achieve a low, or even CO2-free, energy • Integrate electrical driven equipment as one footprint. Identify the potential use for the option into our DFS. ## OUR PRIORITIES SAFETY MINIMISING OUR MINIMISING OUR ETHICAL AND RECRUITMENT AND POSITIVE ## 1 2 CO 2 FOOTPRINT 3 ENVIRONMENTAL 4 RESPECTFUL 5 MATERIALS 6 LEGACY FOOTPRINT A core value; we aim for a From an early stage of our mine Through identification and Behaviour that is built on a Source and hire locally. Prepare to leave a positive fatality and injury free workplace. project; utilising renewable implementation of transparent relationship with legacy for the local energy supply, screenings, and “leave-no-trace solutions” local communities and their environment. electrification options for future wherever possible. culture and laws. mine equipment wherever possible. 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 PRINCIPAL CLIMATE-RELATED RISKS AND TO ASSESSING AND MANAGING CLIMATE- OPPORTUNITIES ARISING IN CONNECTION RELATED RISKS AND OPPORTUNITIES; WITH THE ENTITY’S OPERATIONS; The Audit and Risk Committee is responsible At this stage of the development of the Group’s for reviewing and monitoring the suitability and assets the Directors have elected to not make a effectiveness of the Company’s risk management detailed disclosure in this regard as specific climate- policies and processes. Since the Group’s IPO during related risks and opportunities will be defined further April 2022 the Audit and Risk Committee approved into the development programme. 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 TIME PERIODS BY REFERENCE TO WHICH the mitigations to those risks (appropriate to the THOSE RISKS AND OPPORTUNITIES ARE current stage of the Group’s development). On the ASSESSED; recommendation of the Audit and Risk Committee the Board formally adopted the risk management The Group’s risk management framework is reviewed framework during the period. The Environmental, at least twice annually which the Board feels is Social and Governance Committee is responsible appropriate at this stage of the development for ensuring that environmental and climate-related programme. However the framework is fluid and issues are incorporated into all aspects of the Group’s might be analysed, adapted and expanded more development as well as assessing the Group’s internal frequently as First Tin moves towards being a controls to demonstrate and record conformity with sustainable tin producer. As noted in the ESG the Group’s stated environmental goals which can be Report (pages 20 to 21) the Group will identify reviewed in the ESG Report on pages 20 to 21. and implement ‘leave no trace’ solutions wherever possible, including utilising renewable energy supply, screenings, and electrification options for future mine PROCESSES FOR IDENTIFYING, ASSESSING equipment. AND MANAGING CLIMATE-RELATED RISKS ARE INTEGRATED INTO THE ENTITY’S OVERALL RISK MANAGEMENT PROCESS; ACTUAL AND POTENTIAL IMPACTS OF THE PRINCIPAL CLIMATE-RELATED RISKS AND Given the early stage of the development of the OPPORTUNITIES ON THE ENTITY’S BUSINESS Group’s assets the Directors have elected to not MODEL AND STRATEGY; make a detailed disclosure in this regard, the Group has appropriate governance structures and At this stage of the development of the Group’s procedures in place to identify risks and implement assets the Directors have elected to not make a further risk management procedures as its assets are detailed disclosure in this regard as the impact of developed. At this time the Group operates from two climate-related risks and opportunities will be defined corporate offices, with no operational tin production further into the development programme. As noted activity. As such Scope 1, Scope 2 and Scope 3 in the Chief Executive Officer’s Report on pages 8 to greenhouse gas (GHG) emissions are not produced 12 the Group has stringent environmental controls and climate-related risks are minimal. Future risks are and procedures in place to minimise and mitigate actively managed as part of the feasibility studies of its impact on land, water, air quality, climate, and both Projects. 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 TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED 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 ‘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. Solar panels powering Taronga office firsttin.com 23 CORPORATE GOVERNANCE ## CORPORATE GOVERNANCE STATEMENT ## FOR THE YEAR ENDED 31 DECEMBER 2022 The Company is managed under the direction and that its strategy, business model and performance supervision of the Board of Directors. Among other are clearly understood. Understanding what analysts things, the Board sets the vision and strategy for and investors think about us, and in turn, helping the Company in order to effectively implement these audiences understand our business, is a key the Company’s business model which is to be the part of driving our business forward and we actively largest listed supplier of sustainable tin for the fourth seek dialogue with the market. We do so via retail industrial revolution – decarbonise and electrify – by and institutional investor roadshows, attending bringing our capex lite, advanced-stage projects into and presenting at investor conferences, meeting production. with independent investment analysts and financial journalists and our regular reporting. Good corporate governance creates shareholder value by improving performance while reducing or The Directors actively seek to build a relationship mitigating risks that the Company faces as we seek to with institutional shareholders. The Chief Executive create sustainable growth over the medium to long- Officer (“CEO”) and other Directors will make term. It is my role as Chairman to lead the Board presentations to institutional shareholders and effectively and to oversee the adoption, delivery analysts from time-to-time in part to listen to their and communication of the Company’s corporate feedback and have a direct conversation on any areas governance model. of concern. The Board as a whole is kept informed of the views and concerns of major shareholders by The Listing Rules require all companies admitted briefings from the CEO. Any significant investment to the Standard Segment of the FCA’s Official List reports from analysts will be circulated to the Board. to adopt and comply with a recognised corporate The Non-Executive Chairman is also available to governance code. In this regard, the Board has meet with major shareholders if required to discuss adopted the Quoted Companies Alliance Corporate issues of importance to them. Governance Code (the “Code”). It was decided that the Code was more appropriate for the The Annual General Meeting (“AGM”) is one forum Company’s size and stage of development than the for dialogue with shareholders and the Board. The more prescriptive Financial Reporting Council’s UK Notice of Meeting is sent to shareholders at least Corporate Governance Code. The narrative that 21 clear days before the AGM. The Chair of the follows sets out in broad terms how we comply with Board and all Committee Chairs, together with all the Code at this point in time and we will provide other Directors, will routinely attend the AGM and are annual updates to the report going forward. available to answer questions raised by shareholders. For each vote, the number of proxy votes received for, against and withheld is announced at the PRINCIPLE 1: meeting. The results of the AGM will subsequently be ESTABLISH A STRATEGY AND BUSINESS MODEL published on the Company’s website. WHICH PROMOTE THE LONG-TERM VALUE FOR SHAREHOLDERS | First Tin plans to establish sustainable tin production | PRINCIPLE 3: | | --- | --- | | and processing from its flagship assets, the | TAKE INTO ACCOUNT WIDER STAKEHOLDER | | Tellerhäuser project in Saxony, Germany and the | AND SOCIAL RESPONSIBILITIES AND THEIR | | Taronga Project in New South Wales, Australia. | IMPLICATIONS FOR LONG-TERM SUCCESS | Engaging with all our stakeholders strengthens our First Tin is developing advanced hard rock tin relationships and helps us make better business projects in Tier 1 jurisdictions; Germany and Australia decisions to deliver on our commitments. The with an ambition to follow these streams of critic Board is regularly updated on wider stakeholder mineral into the electric vehicle, renewable energy engagement to stay abreast of stakeholder insights and semi-conductor supply chain. 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. | PRINCIPLE 2: | Some examples of stakeholders aside from our | | --- | --- | | SEEK TO UNDERSTAND AND MEET | shareholders are our clients and our suppliers. The | | SHAREHOLDER NEEDS AND EXPECTATIONS | Board therefore closely monitors and reviews the | | The Company is committed to listening and | results of the Company’s engagement with those | | communicating openly with its shareholders to ensure | groups to ensure alignment of interests. | 24 FIRST TIN l ANNUAL REPORT 2022 CORPORATE GOVERNANCE CORPORATE GOVERNANCE STATEMENT CONTINUED | PRINCIPLE 4: | STANDARDS AND POLICIES | | --- | --- | | EMBED EFFECTIVE RISK MANAGEMENT, | The Board is committed to maintaining appropriate | | CONSIDERING BOTH OPPORTUNITIES AND | standards for all the Group’s business activities and | | THREATS, THROUGHOUT THE ORGANISATION | ensuring that these standards are set out in written | policies where appropriate. The Board acknowledges FINANCIAL CONTROLS that the Group’s international operations may give The Company’s Audit and Risk Committee comprises rise to possible claims of bribery and corruption. Ingo Hofmaier (Chairman), Catherine Apthorpe and In consideration of the UK Bribery Act the Board Seamus Cornelius. The Audit and Risk Committee reviews the perceived risks to the Group arising from meets as often as required and at least twice a year. bribery and corruption to identify aspects of the The Audit and Risk Committee’s main functions business which may be improved to mitigate such include reviewing the effectiveness of internal risk. The Board has adopted a zero-tolerance policy control systems and risk assessment, making toward bribery and has reiterated its commitment recommendations to the Board in relation to the to carry out business fairly, honestly and openly. The appointment and remuneration of the Company’s Company has also adopted a share Dealing Code, in auditors and monitoring and reviewing annually conformity with the requirements of the Listing Rules their independence, objectivity, effectiveness and for Companies and the Market Abuse Regime (MAR) qualifications. and will take steps to ensure compliance by the Board and senior staff with the terms of the code. In The Audit and Risk Committee also monitors summary, the code stipulates that those covered by the integrity of the financial statements of the it should: not deal in any securities of the Company Company and Group, including its annual and unless prior written notice of such proposed dealings interim reports and any other formal announcement has been given to the Board and written clearance relating to financial performance. The Audit and received from the Board; not purchase or sell Risk Committee is responsible for overseeing the any securities of the Company in the two months Company’s relationship with the external auditors, immediately preceding the announcement of the including making recommendations to the Board Company’s half-yearly or annual results; not use on the appointment of the external auditors and another person, company or organisation to act as their remuneration. The Audit and Risk Committee an agent, or nominee, partner, conduit or in another considers the nature, scope and results of the capacity, to deal in any securities on their behalf auditors’ work and reviews, and can develop and where that third person would breach obligations implements policies on the supply of non-audit under this paragraph; and immediately inform the services that are provided by the external auditors Board of any dealings in the Company’s shares. where appropriate. The Audit and Risk Committee focuses particularly on compliance with legal All material contracts are required to be reviewed requirements, accounting standards and the relevant and signed by a Director of the Company and Listing Rules and ensuring that an effective system reviewed by our external counsel. of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing The Company has a social media policy. The and approving the annual report and accounts objective of the policy is to minimise the risks to the remains with the Board. The identity of the Chairman Company through use of social media. The policy of the Audit and Risk Committee is reviewed on deals with the use of all forms of social media, an annual basis and the membership of the Audit all social networking sites, internet postings, the and Risk Committee, and its terms of reference are Company’s website, non-regulatory news feeds and kept under review. The Audit and Risk Committee blogs. It applies to use of social media for business members are all considered independent Non- purposes as well as personal use that may affect Executive Directors and no member has links with the the Company in any way. The policy covers all Company’s external auditors. employees, officers, consultants, contractors, interns, casual workers and agency workers. firsttin.com 25 CORPORATE GOVERNANCE CORPORATE GOVERNANCE STATEMENT CONTINUED PRINCIPLE 5: The Board makes decisions regarding the MAINTAIN THE BOARD AS A WELL-FUNCTIONING, appointment and removal of Directors and there BALANCED TEAM LED BY THE CHAIR is a formal, rigorous and transparent procedure for The Board comprises the Non-Executive Chairman, appointments. The Company’s Articles of Association one Executive Director and four Non-Executive require that: any Director who has held office at Directors. The Board considers that the Non- the time of the three previous AGMs and who did Executive Directors bring an independent judgement not retire at either of them must retire from office to bear. The Board is satisfied that it has a suitable and may offer him or herself for re-election by the balance between independence on the one hand, shareholders; and that any new Directors appointed and knowledge of the Company on the other, to during the year must stand for election at the AGM enable it to discharge its duties and responsibilities immediately following their appointment. effectively. All Directors are encouraged to use their All Directors are able to take independent independent judgement and to challenge all matters, professional advice in the furtherance of their whether strategic or operational. The Chairman holds duties, if necessary, at the Company’s expense. In update meetings with each Director to ensure they addition, the Directors have direct access to the are performing as they are required. advice and services of the Company Secretary and Legal Counsel. During the financial year to 31 December 2023, at least 4 Board meetings will take place (5 Board PRINCIPLE 7: meetings were held during the financial year to EVALUATE BOARD PERFORMANCE BASED ON 31 December 2022). Key Board activities in the CLEAR AND RELEVANT OBJECTIVES, SEEKING coming year will include: the review of the progress CONTINUOUS IMPROVEMENT of the feasibility studies; discuss critical gate stages; The Company is constantly assessing the individual review and development of the long-term strategy of contributions of each of the members of the Board the Group; review and approval of the annual plan and and executive team to ensure that: their contribution budget; assessing any potential acquisition candidates is relevant and effective, that they are committed and received take-over offers, as the case might be; and where relevant, they have maintained their the continued open dialogue with the investment independence. Over the next 12 months we intend community; to consider our financial and non-financial to continue to review the performance of the team policies; to discuss the Company’s capital structure as a unit to ensure that the members of the Board and financial strategy, including capital investments, collectively function in an efficient and productive funding and shareholder returns; to discuss internal manner. governance processes; to review the Company’s risk management system and profile; and to review PRINCIPLE 8: feedback from shareholders post full and half year PROMOTE A CORPORATE CULTURE THAT IS results. The Company has effective procedures in BASED ON ETHICAL VALUES AND place to monitor and deal with conflicts of interest. BEHAVIOURS The Board is aware of the other commitments and The Board believes that the promotion of a corporate interests of its Directors, and changes to these culture based on sound ethical values and behaviours commitments and interests must be reported to and, is essential to maximise shareholder value. With where appropriate, agreed with the rest of the Board. regard to the structure and size of the Company, the Board is confident the ethical values are being PRINCIPLE 6: adhered to through multiple ways. Many employees ENSURE THAT BETWEEN THEM THE are members of professional bodies and/or are DIRECTORS HAVE THE NECESSARY UP-TO-DATE educated to a very high academic level. Having a EXPERIENCE, SKILLS AND CAPABILITIES relevant professional degree and being a member The Board is satisfied that, between the Directors, it in good standing of the professional body aligns has an effective and appropriate balance of skills and with the culture the Company cultivates to obtain its experience, including in the areas of mining, mineral objectives. The Company will only meet its objectives processing, commodity markets, ESG, corporate if all of its employees are ethical, fair and transparent finance and capital markets. All Directors receive in their dealings with our stakeholders. The feedback regular and timely information on the Company’s of the Company’s clients of their relationship with operational and financial performance. Relevant every member of the Company is requested to assist information is circulated to the Directors in advance the Company in reinforcing its corporate culture. of meetings. 26 FIRST TIN l ANNUAL REPORT 2022 CORPORATE GOVERNANCE CORPORATE GOVERNANCE STATEMENT CONTINUED PRINCIPLE 9: The Board is supported by the Audit and Risk MAINTAIN GOVERNANCE STRUCTURES AND Committee, the ESG Committee, the Remuneration PROCESSES THAT ARE FIT FOR PURPOSE AND and Nominations Committee. Each Committee has SUPPORT GOOD DECISION-MAKING BY THE access to such resources, information and advice as BOARD it deems necessary, at the cost of the Company, to The Board meets at least four times each year in enable the committee to discharge its duties. The accordance with its scheduled meeting calendar. Audit and Risk and Remuneration and Nominations The Board sets direction for the Company through a Committees comprise not less than three members, formal schedule of matters reserved for its decision. all of whom are independent Non-Executive Prior to the start of each financial year, a schedule of Directors. dates for that year’s four Board meetings is compiled to align as far as reasonably practicable with the The ESG Committee comprises not less than Company’s financial calendar while also ensuring an three members, of which two are independent. appropriate spread of meetings across the financial The ESG Committee meets at least twice annually year. This may be supplemented by additional to review the Group’s operations to ensure that meetings as and when required. During the financial the environment and its positive contribution year to 31 December 2023, the Board will meet for at to society, is incorporated in all aspects of the least four scheduled meetings. Group’s development. To review the Group’s stated responsibilities with respect to environmental, social The Board and its Committees receive appropriate and ESG policy and assessment of the Group’s and timely information prior to each meeting; a internal controls used to demonstrate and record formal agenda is produced for each meeting, and conformity with the Group’s stated ESG goals. The Board and committee papers are expected to be current members of the Committee are Mr C Cannon distributed well before meetings take place. Any Brookes, Mr I Hofmaier and Mr S Cornelius. Director may challenge Company proposals and decisions are taken democratically after discussion. The Nominations and Remuneration Committee Any Director who feels that any concern remains ensures the time required from a Non-Executive unresolved after discussion may ask for that concern Director is reviewed and whether each Non-Executive to be noted in the minutes of the meeting, which are Director is spending enough time to fulfil his or then circulated to all Directors. Any specific actions her duties. The structure, size, composition, skills, arising from such meetings are agreed by the Board knowledge and experience of the Board and the or relevant committee and then followed up by the leadership needs of the Company to ensure that Company’s management. the Company continues to compete effectively in its market place. The Committee also ensures that The Board is responsible for the long-term success remuneration is aligned to the implementation of the of the Company. There is a formal schedule of Company strategy and effective risk management, matters reserved to the Board. It is responsible taking into account the views of shareholders and for overall Group strategy; approval of major is also assisted by executive pay consultants as investments; approval of the annual and interim and when required. The current members of the results; annual budgets; dividend policy; and Board Committee are Mr I Hofmaier, Ms C Apthorpe and structure. It monitors the exposure to key business Mr S Cornelius. 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. firsttin.com 27 CORPORATE GOVERNANCE CORPORATE GOVERNANCE STATEMENT CONTINUED | PRINCIPLE 10: | presentations) is also available to shareholders, | | --- | --- | | COMMUNICATE HOW THE COMPANY | investors and the public on the Company’s corporate | | IS GOVERNED AND IS PERFORMING | website, www.firsttin.com. The Board receives | | BY MAINTAINING A DIALOGUE WITH | regular updates on the views of shareholders | | SHAREHOLDERS AND OTHER RELEVANT | through briefings and reports from the CEO and the | | STAKEHOLDERS | Company’s brokers. The Company communicates | | The Company communicates with shareholders | with institutional investors frequently through | | through the Annual Report and Accounts, full- | briefings with management. In addition, analysts’ | | year and half-year announcements, the AGM, RNS | notes and brokers’ briefings are reviewed to | | announcements, EGM’s as required, and one-to- | achieve a wide understanding of investors’ views. | | one meetings with large existing or potential new | The Company will also communicate to individual | | shareholders. A range of corporate information | investors and private client brokers, investor | | (including all Company announcements and | roadshows and presentations at investor conferences. | 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 DUTIES OF THE ESG COMMITTEE to present the ESG Committee Report for REGULAR REVIEWS the year ended 31 December 2022. Review the Company’s operations to ensure that the environment and making a positive contribution There are three members of the ESG Committee. to society, is incorporated in all aspects of the I chair the Committee and the other members are Company’s development and the Company’s stated Ingo Hofmaier and Charlie Cannon Brookes. Our responsibilities with respect to environmental, social biographies setting out our skills and qualifications and ESG policy. Conduct an assessment of the can be found on pages 34 to 35 of this report. We Company’s internal controls used to demonstrate are all independent Non-Executive Directors. It is and record conformity with the Company’s stated intended that the ESG Committee meets at least ESG goals. The Committee shall review its own twice a year and the Committee is responsible for performance, constitution and terms of reference ensuring that the ESG policy and practices are a core and make recommendations to the Board about considerationacross all functions of the Company. any matters arising. Furthermore the Committee I report to the Board after each Committee meeting shall keep abreast of external trends or regulatory and I will attend each Annual General Meeting of the changes that may be relevant to the Company and its Company, either in person or virtually operations and understand shareholders’ views and expectations with regards to ESG matters and take In the period between 8 April 2022 and 31 December account thereof. 2022 the Committee has met once, with two members in attendance. RECOMMENDATIONS TO THE BOARD The Committee makes recommendations to the The ESG Committee plays a vital role at First Tin Board with regards to changes to the Company’s by ensuring that the Company has an effective existing environmental, occupation, health & and appropriate ESG policy and practices in place, safety and policies and practices that it sees fit to allowing for the implementation of a principle based ensure that the Company’s commitment to these and stakeholder focused ESG strategy. I ensure is maintained and demonstrated. As the Company that the ESG Committee provides the appropriate progresses through the financial year ending 31 guidance, governance and oversight to management December 2023 the Committee shall assist the Board in order to help facilitate the effective delivery with the development of internal KPIs to allow the of the projects in Germany and Australia with Company to assess its activities with respect to its environmental, social and governance considerations stated goals and the method of monitoring and at the core of the Company’s decision making reporting on those KPIs. process. 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 DUTIES OF THE AUDIT COMMITTEE pleased to present the Audit and Risk INTERNAL CONTROL AND RISK ASSESSMENT Committee Report for the year ended The Committee assists the Board in discharging 31 December 2022. its duty to ensure that the financial statements presented by the Company to its shareholders There are three members of the Audit and Risk conform with all legal and regulatory requirements Committee. I chair the Committee and the other and that the Company and its subsidiaries’ members are Seamus Cornelius and Catherine financial reporting and internal control policies Apthorpe. Our biographies setting out our skills and procedures for the identification, assessment and qualifications can be found on pages 34 to and reporting of risks are adequate, by keeping 35 of this report. We are all independent Non- such matters under review and making appropriate Executive Directors. It is intended that the Audit recommendations to the Board. and Risk Committee meets at least twice a year and the Committee is responsible for ensuring that RISK IDENTIFICATION AND ASSESSMENT the Company’s financial performance is properly The Committee advises the Board on the Company’s monitored and reported and for providing oversight risk strategy, risk policies and current risk exposures; of the Company’s risk management and system of overseas the implementation and maintenance of internal controls. I report to the Board after each the overall risk management framework and systems; Committee and I will attend each Annual General reviews the Company’s risk assessment processes Meeting of the Company. and capability to identify and manage new risks; and reviews the effectiveness of the Company’s IT In the period between 8 April 2022 and 31 December systems and procedures. 2022 the Committee has met twice, with all three members in attendance. EXTERNAL AUDIT The Committee considers and makes The Audit and Risk committee plays a vital role at recommendations to the Board regarding the First Tin by ensuring that the Company has effective appointment and reappointment of the Company’s and appropriate risk management and internal external auditor, as well as any questions relating control systems, backed up by comprehensive to their resignation or removal. The Committee financial, governance and reporting functions. I oversees the relationship with the external auditor, ensure that the Audit and Risk Committee provides including, but not limited to, the approval of their the appropriate guidance, governance and oversight remuneration and terms of engagement, whether in to management in order to identify and manage relation to audit or non-audit services, and annually risks, helping to facilitate the effective delivery of the assesses the auditor’s independence, objectivity, Projects in Germany and Australia. 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 AUDIT AND RISK COMMITTEE REPORT CONTINUED FINANCIAL STATEMENTS WHISTLEBLOWING The Committee monitors the integrity of the financial The Company has a whistleblowing policy in place statements of the Company, including the annual and which sets out the formal process by which an interim reports, preliminary results announcements employee of the Group may, in confidence, raise and any other formal announcement relating to concerns about possible improprieties in financial its financial performance. It reviews any significant reporting or other matters. financial. reporting issues and judgments, and challenges, where necessary, and the Company’s ANTI-BRIBERY financial statements before submission to the Board. The Company has an anti-bribery and anti-corruption The Committee keeps under review the consistent policy which sets out its zero-tolerance position and application of accounting policies and practices on a provides information and guidance to employees year-to-year basis, and across the Company. on how to recognize and deal with bribery and corruption issues. MEETINGS The Committee meets prior to the annual audit with the external auditor to discuss the audit plan and EXTERNAL AUDITOR again prior to the publication of the annual results. The Committee considered the independence and These meetings are attended by the external audit effectiveness of the external auditor. The Annual partner, Chair of the Committee, the CFO and the Report 2022 is the second year Crowe U.K. LLP has Company Secretary. Additional formal meetings are been auditing and Leo Makin has been the audit held as necessary. partner for the same period. During the period, the Committee: Mr I Hofmaier • met with the external auditor and discussed Chair – Audit and Risk Committee their audit report and audit plan for the financial 11 April 2023 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. firsttin.com 31 CORPORATE GOVERNANCE ## REMUNERATION AND NOMINATIONS ## COMMITTEE REPORT ## FOR THE YEAR ENDED 31 DECEMBER 2022 INGO HOFMAIER CHAIR On behalf of the Committee, I am DUTIES OF THE REMUNERATION AND pleased to present the Remuneration and NOMINATIONS COMMITTEE Nominations Committee Report for the REGULAR REVIEWS year ended 31 December 2022. The Remuneration and Nominations Committee is responsible for assisting the Board in relation to There are three members of the Remuneration and the appointment of members to the Board and of Nominations Committee. I chair the Committee “C-level” Senior Management, including, without and the other members are Seamus Cornelius and limitation, the Chief Executive Officer, Chief Financial Catherine Apthorpe. Our biographies setting out Officer, Chief Operating Officer and Chief Human our skills and qualifications can be found on pages Resources officer (to the extent that the Company has 34 to 35 of this report. We are all independent or requires such positions), and for the review of the Non-Executive Directors. It is intended that the performance of such persons. Remuneration and Nomination Committee meets at least twice a year. The Committee reviews regularly the time required from a Non-Executive Director and whether each In the period between 8 April 2022 and 31 December Non-Executive Director is spending enough time 2022 the Committee has met once, with all three to fulfil his or her duties, reviews comparable members in attendance. compensation data to ensure that Directors and “C-level” 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 “C-level” Senior Management by implementing processes to assess the necessary and desirable skill sets of Board members and “C-level” 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 “C-level” Senior Management, 32 FIRST TIN l ANNUAL REPORT 2022 CORPORATE GOVERNANCE REMUNERATION AND NOMINATIONS COMMITTEE REPORT CONTINUED identifying and recommending suitable candidates • To review compensation studies to ensure for appointment to the Board or “C-level” Senior Directors are being adequately remunerated. It Management positions, recommending policies, was noted that the directors of First Tin currently procedures and an organisational design to draw less than the average of comparable improve corporate performance and governance companies listed in London. In light of the board diversity, ensuring that related policies and Company’s weak share price performance, procedures, once adopted, are implemented such having suffered from the significant fall in tin that the performance of each member of the Board prices starting in the second quarter of 2022, the and of “C-level” Senior Management is reviewed Committee believes the current remuneration is and assessed each year in accordance with the appropriate and suggested fees should remain as procedures and policies. is for now; • To commence work on the Board competency and RECOMMENDATIONS TO THE BOARD skills matrix for approval in early 2023; The Committee undertakes to make recommendations to the Board about plans for • To consider requirements of Board composition an orderly succession of the Chairman and Non- and potential changes in light of current diversity Executive Directors and a formal, rigorous and and ESG expectations. The Committee in transparent procedure to be used by them. The particular discussed a recent amendment to the Committee also considers and recommends, if FCA’s Listing Rules with regards to the number appropriate, the reappointment of any Non-Executive of women of London Stock Exchange main Director at the conclusion of their specified term of market plc boards. It was agreed that should office or under the retirement by rotation provisions a new Director or person covered under the in the Company’s Articles of Association. The rules need to be appointed, the First Tin Board Committee considers and makes recommendations should consider the ratios stipulated and aim for on the membership of the Audit and Risk Committee, compliance; the Remuneration Nominations Committee and the • After the retirement of Martyn Knight as CFO Environmental, Social and Corporate Governance of First Tin, the Committee considered the Committee in consultation with the Chairmen of appointment of a new CFO in December 2022. those Committees. The Committee may also, at any The decision was taken to engage the services time, recommend to the Board the appointment of of Jane Lowden, a partner in F. W. Smith, Riches additional Non-Executive Directors and any Executive & Co Chartered Accountants, as Finance Adviser Directors (if such are considered to be appropriate). to the Board. Jane is an experienced accountant, who is well known to the Group and advises a MEETINGS number of quoted companies; The Committee met in November 2022 with all | members in attendance. The focus of the discussions | | • To consider the appointment of a Senior | | | --- | --- | --- | --- | | during the meeting and work undertaken during the | | | Independent Director based in London, from | | year was: | | | among the existing Non-Executive Directors; and | | • To consider whether each committee member is | | • To review and suggest the award of the 2022 | | | | spending enough time to fulfil his or her duties. | | bonus for the CEO of the Company and suggest | | | Looking at the time spent, being at least 2 | | the KPIs in 2023. | days a month, the Committee agreed that time | commitments seem to be in line with market | Mr I Hofmaier | | --- | --- | | practice and that the increased demand in early | Chair – Remuneration and Nominations Committee | | 2022 was natural given that the Company had | 11 April 2023 | just listed and needed to develop its governance framework; firsttin.com 33 CORPORATE GOVERNANCE ## BOARD OF DIRECTORS ## AS AT 31 DECEMBER 2022 THOMAS BUENGER CHARLES CATHERINE APTHORPE CANNON BROOKES INDEPENDENT NON- CHIEF EXECUTIVE OFFICER NON-EXECUTIVE CHAIRMAN EXECUTIVE DIRECTOR | Thomas holds a PhD in metallurgy | Charles has over 20 years’ | Catherine is a qualified Solicitor | | --- | --- | --- | | from Freiberg University with | investment experience. He is a | (England and Wales) since 2004 | | more than 25 years’ experience | Director of Arlington Group Asset | and Company Secretary with over | | in base metal and semiconductor | Management Limited (AGAM) and | 10 years of experience in the | | industry. He is a base metals | has successfully led a number of | mining sector across a number of | | senior executive with wide | IPO and RTO transactions on the | jurisdictions. She has extensive | | breadth of knowledge across | London markets. Prior to AGAM | experience in fundraisings, due | | multiple disciplines across the | he worked for Arlington Group | diligence exercises, acquisitions, | | base metals industry with focus on | plc, an AIM quoted investment | strategic investments, project | | non-ferrous metals, copper, PGMs | company and managed all of its | management, and debt financing. | | and recycling. Thomas is a former | public equity portfolio, as well | Catherine was nominated and | | board member, chief operating | as Jupiter Asset Management, | selected for the Top 100 Global | | officer and chief technical offer | ABN Amro and Barclays de Zoete | Inspiration Women in Mining | | of Aurubis AG, a world leading | Wedd. He has advised and sat on | 2016. Catherine is currently Group | | copper and multi metal producer. | the board of a number of different | Corporate Counsel & Company | | | funds, trusts and other operating | Secretary with Capital Limited, a | | | public companies. | 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 INGO HOFMAIER NICHOLAS MATHER INDEPENDENT NON- INDEPENDENT NON- EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR | Seamus is an experienced public | Ingo has 20 years of investment | 40 years’ exploration, resource | | --- | --- | --- | | company director and corporate | banking, corporate finance and | company creation and Executive | | lawyer. Since 2010 he has served | project development experience | and Non-Executive Director | | as a non-executive director on | in Europe, the Americas and | management experience. He is | | numerous public listed companies. | Asia. He was instrumental in | the founder and co-founder of | | He also has over 20 years’ | building the metals and mining | numerous companies including | | experience as a corporate lawyer | practice of Hannam & Partners, | DGR Global Limited, Orbis Gold, | | and for most of his legal career | a London-based merchant bank, | Arrow Energy Ltd and SolGold | | was a Shanghai based partner | with experience across complex | plc. He also sits on several Boards | | of a major international law firm. | joint-venture, M&A, equity | including SolGold plc, Armour | | Most of his work during this time | investments, capital markets, and | Energy and Lakes Blue Energy NL | | involved advising multi-national | corporate finance transactions. | and Clara Resources Australia Ltd. | | corporations on their investment | Ingo is currently the CEO of | | | and business in China. He also | Omico Mining Corp, a private | | | acted for large Chinese SOEs on | company developing a copper | | | outbound acquisitions. Seamus is | asset in Namibia. Formerly he was | | | currently the Executive Chairman | the CFO of SolGold and senior | | | of Danakali Limited and Non- | business development executive | | | Executive Chairman of Element 25 | with Rio Tinto, Capgemini, | | | Limited, Buxton Resources Limited | and a Financial Controller and | | | and Duketon Mining Limited. | later Commercial Director with | | Wienerberger, an Austrian building material group with significant interests in Germany. 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 The Remuneration and Nominations Committee takes into The current base salaries of remuneration to: account a number of factors when setting salaries, including: the Directors can be found in the Directors’ Remuneration • help recruit and retain • the scope and complexity of the role; section. key individuals; and • the skills and experience of the individual; The Board retains discretion • reflect the individual’s • salary levels for similar roles within the industry; to make higher increases experience, role, rank in certain circumstances, and contribution within • pay elsewhere in the Company. for example, following an the Company. Salaries are reviewed, but not necessarily increased, increase in the scope and/ annually. 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 The Company may provide the Executive Director and The expense of providing the package, in order to help management as well as employees with accident insurance, benefit. recruit and retain key pension insurance and similar benefits in line with legal individuals. requirements in the jurisdiction of employment of the respective employee. 36 FIRST TIN l ANNUAL REPORT 2022 CORPORATE GOVERNANCE DIRECTORS' REMUNERATION REPORT CONTINUED POLICY TABLE CONTINUED Purpose and link to strategy Criteria Performance conditions and cost REMUNERATION ELEMENT: ANNUAL BONUS | To incentivise and reward | The Executive Director is eligible to participate in a | 100% of the award will be | | --- | --- | --- | | the achievement of annual | discretionary bonus plan. | assessed against Company | | financial, operational and | | metrics including operational, | • Maximum bonus levels and the proportion payable for on- individual objectives which permitting, feasibility target performance are considered in the light of market are key to the delivery of studies, offtake partners, bonus levels for similar roles among the industry sector. the Company’s short-term environmental & social, health strategy. • Objectives / KPIs will be set annually by management and safety and share price and submitted to the Remuneration and Nominations performance. Committee, to ensure that the Executive Director remains A sliding scale of between 0% targeted and focused on the delivery of the Company’s and 100% of the maximum short-term goals. award is paid dependent on • The Remuneration and Nominations Committee approve the level of performance. targets set by management which require appropriate The maximum potential cash levels of performance, taking into account internal and bonus entitlement for the external expectations of performance. Executive Director under the As soon as practicable after the year end, the Remuneration plan is up to Euro 150,000. and Nominations Committee meets to review performance against objectives and determines pay-out levels. REMUNERATION ELEMENT: SHARE OPTION PLAN | • To incentivise and reward | Under the terms of the share option plan, the Remuneration | None | | --- | --- | --- | | the creation of long-term | and Nominations Committee may issue options over shares | | | shareholder value. | up to 10% of the issued share capital of the Company from | | time to time. The Executive Director, employees and certain • To align the interests consultants are eligible for awards. of the eligible employees with those of shareholders. • To help recruit and retain key individuals. DIRECTORS’ REMUNERATION (AUDITED) The table below sets out the Directors’ remuneration and fees: Performance Share based Basic fees related bonus 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 firsttin.com 37 CORPORATE GOVERNANCE # DIRECTORS' REMUNERATION REPORT CONTINUED # DIRECTORS' REMUNERATION (AUDITED) CONTINUED | | 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 | | --- | --- | --- | | | % | % | | 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). | | Monarch 2022 | Monarch 2021 | Total warrants | | --- | --- | --- | --- | | 2021 | % | % | % | | 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 38 FIRST TIN | ANNUAL REPORT 2022 STRATEGIC REPORT 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. 10% FTSE 100 0 -10% -20% -30% -40% First Tin -50% -60% -70% -80% Apr May Jun Jul Jul Aug Sep Oct Nov Dec Jan Feb Mar 22 22 22 22 22 22 22 22 22 22 23 23 23 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 firsttin.com 39 CORPORATE GOVERNANCE ## DIRECTORS' REPORT ## FOR THE YEAR ENDED 31 DECEMBER 2022 The directors present their report and the consolidated financial statements for the year ended 31 December 2022. PRINCIPAL ACTIVITIES S L Fabian (resigned 24 March 2022) C J Apthorpe (appointed 8 April 2022) | The Company owns two advanced tin projects, one in | S I Cornelius (appointed 8 April 2022) | | --- | --- | | Germany and one in Australia, and is seeking to bring | I Hofmaier (appointed 8 April 2022) | | both projects into production in order to be able to | N Mather (appointed 30 September 2022) | | deliver a sustainable answer to the material supply | T Buenger | | issues faced by industrial tin consumers. | C Cannon Brookes | The Company’s aim is to become a global tin producer supplying fully traceable and verifiable tin DIRECTORS’ REMUNERATION units into global industries with high tin usage needs. The Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 36 to 39. RESULTS AND DIVIDENDS No ordinary dividends were paid during the year. DIRECTORS’ AND OFFICERS’ The directors do not recommend payment of a final INDEMNITY INSURANCE dividend. The Group has Directors’ and Officers’ liability insurance in place which provides cover against DIRECTORS liabilities arising against them in that capacity. The Directors who served throughout the year and SHARE CAPITAL up to the date of signing of the annual report were as follows: The Company’s shares as at 31 December 2022 comprised 265,534,972 Ordinary shares of £0.001 M E Thompson (resigned 24 March 2022) each. The shares have attached to them full voting, A J Truelove (resigned 24 March 2022) dividend and capital distribution (including on winding A M J Collette (resigned 24 March 2022) 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 Percentage 2022 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% 40 FIRST TIN l ANNUAL REPORT 2022 CORPORATE GOVERNANCE DIRECTORS' REPORT CONTINUED First Day of Dealings, London Stock Exchange 8 April 2022 STREAMLINED ENERGY AND CARBON During the year the Company’s shares were admitted REPORTING to trading on the London Stock Exchange raising equity of £20 million. The Streamlined Energy and Carbon Reporting (“SECR”) Regulations require quoted companies The Directors have prepared financial projections and and large unquoted companies that have consumed plans for a period of at least 12 months from the date more then 40,000 kilowatt-hours (kWh) of energy of approval of these financial statements. Based on in the reporting period to include energy and the current management plan, management believes carbon information within their Directors’ Report. that these funds are sufficient for the expenditure to The Group do not currently exceed this threshold date as well as the planned forecast expenditure for and are therefore exempt from the SECR reporting the forthcoming twelve months. requirements in this Annual Report. It is anticipated that additional capital will need to be raised by the end of the second quarter of 2024 EVENTS AFTER THE REPORTING PERIOD in order to continue to fund the Group’s activities at their planned levels beyond this date. This represents There have been no material events to report since a material uncertainty that may cast significant doubt the year end. 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 GOING CONCERN managed to a successful outcome, and based on that assessment, the Group and the Company will The Group currently has no income and meets have adequate resources to continue in operational its working capital requirements through raising existence for the foreseeable future. Accordingly, development finance. In common with many these financial statements have been prepared on businesses engaged in exploration and evaluation the going concern basis. activities prior to production and sale of minerals the Group will require additional funds and/or funding The financial statements do not reflect any facilities in order to fully develop its business plan. adjustments that would be required to be made if Ultimately the viability of the Group is dependent on they were to be prepared on a basis other than the future liquidity in the exploration and study period going concern basis. and this, in turn, depends on the availability of external funding. firsttin.com 41 CORPORATE GOVERNANCE BOARD OF DIRECTORS CONTINUED DIRECTORS’ RESPONSIBILITIES WEBSITE PUBLICATION STATEMENT The Directors, who were in office at the date of The Directors are responsible for preparing the approval of this report, confirm that, so far as they are annual report and the consolidated financial aware, there is no relevant audit information of which statements in accordance with applicable law and the Company’s auditor is unaware and that they have regulations. Company law requires the directors taken all reasonable steps to make themselves aware to prepare the Group and the Company financial of any relevant audit information and to establish that statements for each financial year. Under that law the Company’s auditor is aware of that information. the directors have elected to prepare the Group financial statements in accordance with UK adopted The Directors are responsible for preparing International Accounting Standards and elected to the financial statements in accordance with the prepare the Company financial statements under Disclosure and Transparency Rules (“DTR”) of the United Kingdom Generally Accepted Accounting United Kingdom’s Financial Conduct Authority and Practice (United Kingdom Accounting Standards with International Financial Reporting Standards as including FRS 101 Reduced Disclose Framework) and adopted by the United Kingdom. applicable law. The Directors confirm to the best of their knowledge Under company law, the Directors must not approve that: the financial statements unless they are satisfied that • the financial statements have been prepared in they give a true and fair view of the state of affairs accordance with the relevant financial reporting of the Group and the Company and of the profit or framework and give a true and fair view of the loss of the Group for that period. In preparing these assets, liabilities, financial position and profit or financial statements, the Directors are required to: loss of the Group and the Company; and • select suitable accounting policies and then apply • the Strategic Report and Directors’ Report include them consistently; a fair review of the development and performance • make judgements and estimates that are of the business and the financial position of reasonable and prudent; the Group and the Company, together with a description of the principal risks and uncertainties • state whether applicable accounting standards that it faces; and have been followed, subject to any material departures disclosure and explained in the • the annual report and financial statements, taken financial statements; as a whole, are fair, balanced, and understandable and provide the information necessary for • prepare the Strategic Report, Directors’ Report shareholders to assess the Group’s position, and Directors’ Remuneration Report which comply performance, business model and strategy. with the requirements of the Companies Act 2006; and • prepare the financial statements on the going ANNUAL GENERAL MEETING concern basis unless it is inappropriate to presume that the Group and the Company will continue in The Company’s Annual General Meeting will be business. held on 27 June 2023 at 1st Floor, 47/48 Piccadilly, The Directors are responsible for keeping adequate London, W1J 0DT. accounting records that are sufficient to show and explain the Company’s transactions and disclose with On behalf of the Board on 11 April 2023. 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. Mr C Cannon Brookes Non-executive Chairman 42 FIRST TIN l ANNUAL REPORT 2022 CORPORATE GOVERNANCE Visible cassiterite at Tellerhäuser firsttin.com 43 INDEPENDENT AUDITORS' REPORT ## INDEPENDENT AUDITORS' REPORT ## TO THE SHAREHOLDERS OF FIRST TIN PLC OPINION BASIS FOR OPINION We have audited the financial statements of First Tin We conducted our audit in accordance with PLC (the “Parent Company”) and its subsidiaries (the International Standards on Auditing (UK) (ISAs “Group”) for the year ended 31 December 2022, (UK)) and applicable law. Our responsibilities which comprise: under those standards are further described in the Auditor’s responsibilities for the audit of the • the consolidated statement of comprehensive financial statements section of our report. We are income for the year ended 31 December 2022; independent of the Group and the Parent Company in accordance with the ethical requirements that • the consolidated and Company statements of are relevant to our audit of the financial statements financial position as at 31 December 2022; in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our • the consolidated statements of cash flows for the other ethical responsibilities in accordance with these year then ended 31 December 2022; requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide • the consolidated and Company statements of a basis for our opinion. changes in equity for the year then ended; and • the notes to the financial statements, including significant accounting policies. MATERIAL UNCERTAINTY RELATING TO GOING CONCERN The financial reporting framework that has been We draw attention to note 3.2 in the financial applied in the preparation of the Group financial statements, which indicates that the Group needs statements is applicable law and UK-adopted to raise additional capital to continue financing International Accounting Standards. The financial the Group’s exploration activities beyond the 12 reporting framework that has been applied in the months from the date of approval of these financial preparation of the Company financial statements statements. As stated in note 3.2, these events or is applicable law and United Kingdom Accounting conditions, along with the other matters as set forth Standards, including Financial Reporting Standard in note 3.2, indicate that a material uncertainty exists 101 Reduced Disclosure Framework (United Kingdom that may cast significant doubt on the Group and Generally Accepted Accounting Practice). the Parent Company’s ability to continue as a going concern. Our opinion is not modified in respect of In our opinion: this matter. • the financial statements give a true and fair view The Board is responsible for ensuring that it is of the state of the Group’s and of the Parent appropriate to prepare the financial statements using Company's affairs as at 31 December 2022 and of the going concern basis and that it has sufficient the Group’s loss for the year then ended; resources to remain in operational existence for a period of at least 12 months from the date of • the Group financial statements have been approving these financial statements. properly prepared in accordance with UK-adopted international accounting standards; In auditing the financial statements, we have concluded that the directors’ use of the going • the Parent Company financial statements have concern basis of accounting in the preparation of the been properly prepared in accordance with financial statements is appropriate. Our evaluation of United Kingdom Generally Accepted Accounting the directors’ assessment of the Group’s and Parent Practice; Company’s ability to continue to adopt the going concern basis of accounting included the following: • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 44 FIRST TIN l ANNUAL REPORT 2022 INDEPENDENT AUDITORS' REPORT # INDEPENDENT AUDITORS' REPORT CONTINUED 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: £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: £80,000) based on 0.5% of the Company's total assets at the year end. We use a different level of materiality ('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: £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 ("Saxore") 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. firsttin.com 45 INDEPENDENT AUDITORS' REPORT INDEPENDENT AUDITORS' REPORT CONTINUED 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 Our audit procedures in respect of the acquisition | of the exploration and evaluation (E&E) assets. | comprised of the following: | | | --- | --- | --- | | During the year, the Group completed the | • Reviewed the sale and purchase agreements to gain an | | | acquisition of Taronga Mines Pty Limited for | | understanding of the assets acquired, liabilities assumed | | consideration of £19.6 million. Accounting | | and the overall nature of the transactions; | for this acquisition is complex and involves • Reviewed the management’s assessment of the judgement including around the assessment of accounting is in accordance with IFRS 3 (amended), the fair value of assets acquired and liabilities ensuring the acquisition met the criteria to be assumed. The valuation of identified intangible accounted for as asset acquisitions as opposed to a assets can be a subjective process and there business combination; is a risk that the accounting treatment may be incorrect and as such this was an area of focus. • 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. 46 FIRST TIN l ANNUAL REPORT 2022 INDEPENDENT AUDITORS' REPORT INDEPENDENT AUDITORS' REPORT CONTINUED Key audit matter How the scope of our audit addressed the key audit matter VALUATION OF INTANGIBLE ASSETS CONTINUED IFRS 3 (amended) Business Combinations We reviewed management’s assessment which concluded allows an entity to account for the acquisition that there are no facts or circumstances that suggest that as an asset acquisition rather than as a business there are any indicators of impairment of the asset or that combination. As such the transaction has been the recoverable amount is less than the carrying value. accounted for as asset acquisitions. In considering this assessment, we reviewed the following At the reporting date the carrying value of sources of evidence: the Group’s E&E assets were £27.37 million • board minutes, budgets and other operational plans (2021: £3.38 million). There may be evidence setting out the Group’s current plans for the continued of impairment to the carrying value of the E&E commercial appraisal of the mining development assets; assets. • current licence reserves appraisals; The carrying value of intangible assets is detailed in note 13 and the acquisition of Taronga Mines • current and forward metal prices; and Pty Limited is detailed in note 4 and note 21 of • current plans and intentions for the asset with the financial statements. 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 We obtained management’s impairment assessment of in the financial statements of the Company was investments in subsidiaries and verified the accuracy of £19.19 million (2021: £1.19 million) and long- the inputs used in the assessment. We also compared term receivable from subsidiaries was £15.5 the carrying value of the investments to the recoverable million (2021: £6.84 million). amounts of the underlying assets. Management considered the recoverability of We considered with management whether any indications the investments as at year end to determine if of impairment existed. This includes considering the there are indicators that may suggest the asset is existence of any indication of discontinued exploration impaired. activities, management’s future plans for the business, the ability of the business to continue to raise new investment Impairment assessments require significant and the market capitalisation of the Group. judgement and there is a risk that the valuation of the assets may be incorrect, and any potential Based on our analysis of the assessment of the recoverable impairment charge. amounts, we agree with the management’s view that there was no impairment to recognise during the year. We also Investments in, and amounts due from, consider the associated disclosures to be appropriate. subsidiaries are detailed in note 5, note 6 and note 7. 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. firsttin.com 47 INDEPENDENT AUDITORS' REPORT INDEPENDENT AUDITORS' REPORT CONTINUED OTHER INFORMATION • the parent company financial statements are not The Directors are responsible for the other in agreement with the accounting records and information contained within the annual report. returns; or The other information comprises the information • certain disclosures of Directors' remuneration included in the annual report, other than the financial specified by law are not made; or statements and our auditor’s report thereon. Our opinion on the financial statements does not cover • we have not received all the information and the other information and, except to the extent explanations we require for our audit. otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS Our responsibility is to read the other information As explained more fully in the Directors’ and, in doing so, consider whether the other responsibilities statement set out on page 42, the information is materially inconsistent with the directors are responsible for the preparation of the financial statements or our knowledge obtained financial statements and for being satisfied that they in the audit or otherwise appears to be materially give a true and fair view, and for such internal control misstated. If we identify such material inconsistencies as the Directors determine is necessary to enable the or apparent material misstatements, we are required preparation of financial statements that are free from to determine whether this gives rise to a material material misstatement, whether due to fraud or error. misstatement in the financial statements themselves. If, based on the work we have performed, we In preparing the financial statements, the Directors conclude that there is a material misstatement of this are responsible for assessing the Group’s and Parent other information, we are required to report that fact. Company’s ability to continue as a going concern, We have nothing to report in this regard. disclosing, as applicable, matters related to going concern and using the going concern basis of OPINION ON OTHER MATTER PRESCRIBED BY accounting unless the Directors either intend to THE COMPANIES ACT 2006 liquidate the Group or the Parent Company or to In our opinion based on the work undertaken in the cease operations, or have no realistic alternative but course of our audit to do so. • the information given in the strategic report and the Directors’ report for the financial year for AUDITOR’S RESPONSIBILITIES FOR THE AUDIT which the financial statements are prepared is OF THE FINANCIAL STATEMENTS consistent with the financial statements; and Our objectives are to obtain reasonable assurance about whether the financial statements as a whole • the Directors’ report and strategic report have are free from material misstatement, whether due been prepared in accordance with applicable to fraud or error, and to issue an auditor’s report legal requirements. that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that MATTERS ON WHICH WE ARE REQUIRED TO an audit conducted in accordance with ISAs (UK) REPORT BY EXCEPTION will always detect a material misstatement when it In light of the knowledge and understanding of exists. Misstatements can arise from fraud or error the Group and the Parent Company and their and are considered material if, individually or in the environment obtained in the course of the audit, we aggregate, they could reasonably be expected to have not identified material misstatements in the influence the economic decisions of users taken on strategic report or the Directors’ report. the basis of these financial statements. We have nothing to report in respect of the following Irregularities, including fraud, are instances of non- matters where the Companies Act 2006 requires us compliance with laws and regulations. We design to report to you if, in our opinion: procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of • adequate accounting records have not been kept irregularities, including fraud. The extent to which our by the parent company, or returns adequate for procedures are capable of detecting irregularities, our audit have not been received from branches including fraud is detailed below: not visited by us; or 48 FIRST TIN l ANNUAL REPORT 2022 INDEPENDENT AUDITORS' REPORT INDEPENDENT AUDITORS' REPORT CONTINUED We obtained an understanding of the legal and OTHER MATTERS WHICH WE ARE REQUIRED regulatory frameworks within which the Group TO ADDRESS operates, focusing on those laws and regulations that We were appointed by the Board on 31 March 2022 have a direct effect on the determination of material to audit the financial statements for the year ending amounts and disclosures in the financial statements. 31 December 2022. Our total uninterrupted period The laws and regulations we considered in this of engagement is 2 years covering the periods ended context were the Companies Act 2006 and Taxation 31 December 2021 to 31 December 2022. legislation. The non-audit services, where we acted as reporting We identified the greatest risk of material impact on accountant on the Company’s listing to the London the financial statements from irregularities, including Stock Exchange in April 2022, are not activities which fraud, to be the override of controls by management. are prohibited under the FRC’s Ethical Standard Our audit procedures to respond to management and we remain independent of the company in override risks included enquiries of management conducting our audit. Fees paid for audit and non- about their own identification and assessment risk audit services are provided in note 6. of irregularities, testing a risk-based selection of journals, reviewing accounting estimates for biases, Our audit opinion is consistent with the additional assessing the accounting treatment of non-routine report to the audit committee. transactions, corroborating amounts and balances recognised to supporting documentation on a USE OF OUR REPORT sample basis and ensuring accounting policies are This report is made solely to the company's appropriate under IFRS’s and applicable law. members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit Owing to the inherent limitations of an audit, there is work has been undertaken so that we might state an unavoidable risk that we may not have detected to the Company's members those matters we are some material misstatements in the financial required to state to them in an auditor's report and statements, even though we have properly planned for no other purpose. To the fullest extent permitted and performed our audit in accordance with auditing by law, we do not accept or assume responsibility to standards. We are not responsible for preventing anyone other than the Company and the Company's non-compliance and cannot be expected to detect members as a body, for our audit work, for this non-compliance with all laws and regulations. report, or for the opinions we have formed. These inherent limitations are particularly significant in the case of misstatement resulting from fraud as Leo Malkin this may involve sophisticated schemes designed to Senior Statutory Auditor avoid detection, including deliberate failure to record for and on behalf of transactions, collusion or the provision of intentional Crowe U.K. LLP misrepresentations. Statutory Auditor London A further description of our responsibilities is available on the Financial Reporting Council’s website 11 April 2023 at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. firsttin.com 49 FINANCIAL STATEMENTS ## CONSOLIDATED STATEMENT OF ## COMPREHENSIVE INCOME ## FOR THE YEAR ENDED 31 DECEMBER 2022 | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | | 31 December | | 31 December | | | Notes | | 2022 | | 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 | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | | 31 December | | 31 December | | | Notes | | 2022 | | 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 | Mergers' fixed 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 Taranga | 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 | ANNUAL REPORT 2022 FINANCIAL STATEMENTS ## CONSOLIDATED STATEMENT OF CASH ## FLOWS ## FOR THE YEAR ENDED 31 DECEMBER 2022 | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 December | | 31 December | | | | 2022 | | 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 (“Taronga”) 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 # NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ### 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 "Group"). 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 £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. 34 FIRST TIN | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED firsttin.com 55 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 “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 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. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 56 FIRST TIN l ANNUAL REPORT 2022 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 “functional currency”). 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 “other comprehensive income” 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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED firsttin.com 57 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. 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 | 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 (£) | | | | **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 | ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 12 SHARE BASED PAYMENTS POLICIES CONTINUED firsttin.com 61 12 SHARE-BASED PAYMENTS Share options and warrants The Group adopted the First Tin Option Plan (“FT Option Plan”), 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 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 | ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED # **13 INTANGIBLE ASSETS** | | Exploration and evaluation assets | | --- | --- | | | £ | | **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 Tellerhäuser 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 ("E&E") 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 ('Saxore') (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 | 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 66 FIRST TIN l ANNUAL REPORT 2022 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. 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 18 FINANCIAL INSTRUMENTS 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 ("Taronga") 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 liabilities 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 | | --- | --- | | | € | | **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. 68 FIRST TIN | 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 | | --- | --- | | | £ | | **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 ("Arlington") 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 ("Tungsten") 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 ("Treliver") 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 | | --- | --- | --- | --- | --- | | | 1 | 2 | 3 | 4 | | 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 | 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 | Conversion loss 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 FINANCIAL STATEMENTS ## COMPANY STATEMENT OF ## FINANCIAL POSITION ## AS AT 31 DECEMBER 2022 | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | | 31 December | | 31 December | | | Notes | | 2022 | | 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 72 FIRST TIN l ANNUAL REPORT 2022 FINANCIAL STATEMENTS ## 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 # NOTES TO THE COMPANY STATEMENTS ## FOR THE YEAR ENDED 31 DECEMBER 2022 ### 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 "Reduced Disclosure Framework" 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 "Reduced Disclosure Framework": - 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(n), B64(n)(i), B64(o)(i), B64(p), B64(q)(i), 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 | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED 3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED 3.4 Financial assets Impairment of financial assets Financial assets are recognised in the Company's The Company assesses on a forward-looking basis the statement of financial position when the Company expected credit loss associated with its receivables becomes party to the contractual provisions of the carried at amortised cost. The impairment methodology instrument. applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company Financial assets are classified into specified categories. applies the simplified approach permitted by IFRS 9, The classification depends on the Company’s business resulting in trade receivables recognised and carried model for managing the financial assets and the at original invoice amount less an allowance for any contractual terms of the cash flows. uncollectible amounts based on expected credit losses. Financial assets are initially measured at fair value plus The Company recognises a loss allowance for expected transaction costs, other than those classified as fair value credit losses on investments in debt instruments that are through profit or loss (FVTPL) or fair value through other measured at amortised cost. The amount of expected comprehensive income (FVOCI), which are measured at credit losses is updated at each reporting date to reflect fair value. changes in credit risk since initial recognition of the respective financial instrument. Loans and receivables Trade receivables are recognised initially at the amount Derecognition of financial assets of consideration that is unconditional, unless they Financial assets are derecognised only when the contain significant financing components when they are contractual rights to the cash flows from the asset expire, recognised at fair value. They are subsequently measured or when it transfers the financial asset and substantially all at amortised cost using the effective interest method, less the risks and rewards of ownership to another entity. loss allowance. 3.5 Financial liabilities Loans and other receivables that have fixed or Financial liabilities are classified as either financial determinable payments and are held for collection of liabilities at fair value through profit or loss or other contractual cash flows, where those cash flows represent financial liabilities. solely payments of principal and interest, are measured at amortised cost using the effective interest method, less Other financial liabilities any impairment. Other financial liabilities, including trade and other payables, are initially measured at fair value, and are Interest is recognised by applying the effective subsequently measured at amortised cost, using the interest rate, except for short-term receivables when effective interest rate method. the recognition of interest would be immaterial. The effective interest method is a method of calculating the Derecognition of financial liabilities amortised cost of a debt instrument and of allocating the Financial liabilities are derecognised when, and only interest income over the relevant period. The effective when, the Company’s obligations are discharged, interest rate is the rate that exactly discounts estimated cancelled, or they expire. future cash receipts through the expected life of the debt instrument to the net carrying amount on initial 3.6 Equity instruments recognition. 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. firsttin.com 75 NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED 3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED 3.7 Taxation 3.8 Foreign exchange The tax expense represents the sum of the tax currently Transactions in currencies other than pounds sterling are payable and deferred tax. recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary Current tax assets and liabilities that are denominated in foreign The tax currently payable is based on taxable profit for currencies are retranslated at the rates prevailing on the the year. Taxable profit differs from net profit as reported reporting date. Gains and losses arising on translation are in the income statement because it excludes items of included in profit or loss for the period. income or expense that are taxable or deductible in other years and it further excludes items that are never taxable 3.9 Critical accounting estimates and judgements or deductible. The Company’s liability for current tax Details of the Company’s significant accounting is calculated using tax rates that have been enacted or judgements and critical accounting estimates are set out substantively enacted by the reporting date. in these financial statements and include: Deferred tax Recoverability of long-term receivables Deferred tax is the tax expected to be payable or At each reporting date, loans made to subsidiaries are recoverable on differences between the carrying amounts reviewed to determine whether there is any indication of assets and liabilities in the financial statements and that those assets are impaired. If there is an indication of the corresponding tax bases used in the computation possible impairment, the recoverable amount of the asset of taxable profit and is accounted for using the balance is estimated and compared with its carrying amount. Any sheet liability method. Deferred tax liabilities are resulting impairment loss is recognised immediately in generally recognised for all taxable temporary differences profit or loss. and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available The Directors have reviewed the loans at 31 December against which deductible temporary differences can be 2022 and have concluded that there are no indicators of utilised. Such assets and liabilities are not recognised if impairment. the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in 4 PROFIT FOR THE FINANCIAL PERIOD a transaction that affects neither the tax profit nor the The Company has taken advantage of section 408 of the accounting profit. Companies Act 2006 and, consequently, a Profit and Loss Account for the Company alone has not been presented. 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. 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 | | £ | | --- | --- | | 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 | | £ | | --- | --- | | 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 Sarkar | 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 | ANNUAL REPORT 2022 NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED ## 12 SHARE CAPITAL | | 2022 | 2021 | | --- | --- | --- | | | 1 | 1 | | **Allotted, called up and fully paid** | | | | 265,534,972 (2021: 138,868,305) Ordinary shares of 60.001 each | 265,535 | 138,868 | Movement of the share capital is disclosed on Note 21 to the consolidated financial statements. | | 2022 | 2021 | | --- | --- | --- | | | 1 | 1 | | 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 ADDITIONAL INFORMATION 80 FIRST TIN l ANNUAL REPORT 2022 80 FIRST TIN l ANNUAL REPORT 2022 ADDITIONAL INFORMATION ## 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 This report is printed on paper certified in accordance with the FSC® (Forest Stewardship Council®). 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