Company registration number: 07931518
FIRST TIN PLC
ANNUAL REPORT
FOR THE 18 MONTH PERIOD ENDED
30 JUNE 2024
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FIRST TIN PLC
CONTENTS
Page
Company Information
1
Chairman’s Statement
2
Chief Executive Officer’s Report
4
Strategic Report
10
ESG Report
27
Task Force on Climate-related Financial Disclosures
29
Corporate Governance Statement
31
ESG Committee Report
36
Audit and Risk Committee Report
38
Remuneration and Nominations Committee Report
41
Directors' Renumeration Report
43
Board of Directors
47
Directors’ Report
48
Independent Auditors' Report
52
Consolidated statement of comprehensive income
60
Consolidated statement of financial position
61
Consolidated statement of changes in equity
62
Consolidated statement of cash flows
64
Notes to the consolidated financial statements
65
Company statement of financial position
89
Company statement of changes in equity
90
Notes to the company financial statements
92
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Page 1
COMPANY INFORMATION
Directors
C. Cannon Brookes
W. A. Scotting
R. G. J. Ainger
B. R. Smith
P. L. Gunzburg
Company Secretary
R. G. J. Ainger
Registered Number
07931518
Registered Office
First Floor
47/48 Piccadilly
London, 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
Zeus Capital Limited
125 Old Broad Street
London, EC2N 1AR
Registrar
Share Registrars Limited
3 The Millenium Centre
Crosby Way
Farnham, GU9 7XX
Solicitor
Charles Russell Speechlys LLP
5 Fleet Place
London, EC4M 7RD
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Page 2
CHAIRMAN’S STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2024
I am pleased to report that the 18 months to 30 June 2024 has been a period of strong progress with significant
milestones achieved at both our flagship assets, Taronga, in Australia, and Tellerhäuser, in Germany. We have
successfully navigated the ever-changing landscape of the tin industry, resolute in our commitment to advance
our projects and deliver a meaningful supply of sustainable, conflict-free tin to the market.
The period under review has been extremely busy, culminating in the publication of the Definitive Feasibility Study
(DFS) for our Australian Taronga project, and the announcement of a significant increase to the JORC-compliant
Mineral Resource Estimate (MRE) for Tellerhäuser.
The DFS for Taronga highlighted the attractiveness of this low capex, low risk, and high margin project, validating
our investment thesis and confirming its potential as a major tin resource. As will be discussed in more detail in
the CEO Report, the DFS followed substantial drilling that delivered an expanded MRE, various energy,
environmental and processing studies, and metallurgical test work, all of which contribute to Taronga being low
risk and competitively positioned towards the lowest quartile of the global cash cost curves.
Importantly, multiple opportunities to extend the mine life and improve recoveries to enhance the overall project
value have been identified and we are now focused on proving them up in the near term. Extending the life of the
mine through focused infill and extension drilling to define and convert potential additional resources around the
current pits is a major opportunity. This work takes advantage of recent soil sampling which indicates wide and
continuous mineralisation.
Higher recoveries from ongoing processing and metallurgical testwork is another key opportunity, and following
the end of the reporting period, we were pleased to announce that subsequent mineral processing testwork has
revealed improved end-to-end recovery, higher than those previously reported in the DFS. We are collecting
more samples to repeat this work, which we hope will confirm these recoveries.
The permitting process continues to progress and since the period end we have received the New South Wales
(NSW) Planning Secretary's Environmental Assessment Requirements (SEARs). This brings us closer to
submitting Taronga’s Environmental Impact Statement (EIS) and then receiving in the second half of 2025 the
project’s Development Approval.
For those that are new to our business, and this market, tin has a critical role in the manufacturing of electronics,
renewable energy technologies, and electric vehicles, and the rise in the solar, battery, and big data industries is
driving demand. During the period under review, tin prices rose to near two-year highs, peaking at over $35,000
per tonne in April 2024. This surge was fuelled by supply disruptions in major producing countries like Myanmar
and Indonesia, alongside rising demand and optimism about potential interest rate cuts.
Despite tin being the best performer amongst the base metals in 2024, it has not been immune from the recent
metals price volatility, with the tin price briefly dropping below US$30,000 per tonne post-period end. It is
therefore pleasing to note that the Taronga DFS has confirmed the robust and potentially scalable economics of
this prospective project even at a conservative base-case tin price of US$26,000 per tonne. This means that any
price above this is additional upside potential on the strong IRR and pre-tax NPV8 reported in May 2024, and
with demand expected to outpace supply in the short to medium term, the outlook for tin remains strong.
At our Tellerhäuser asset in Saxony, Germany, we also made substantial progress during the period with respect
to permitting and preparation for its DFS. We are pleased to report that in March 2023 the Saxonian Mining
Authority confirmed the asset’s eligibility for a fast-track process, expediting the path to securing the necessary
mining permit and that in June 2023 the documentation for the mine permit application was submitted to the
authorities. In April 2024, we published an updated MRE for the project. The revised estimates, which
incorporate data from historic drilling, reinforce the robustness of our Tellerhäuser resource and increase our
confidence in the promising potential of this asset as we move forward with its development.
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Page 3
CHAIRMAN’S STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2024
During the period, we announced the appointment of Bill Scotting as Chief Executive Officer, who officially began
his role in January 2024. Bill has over 35 years of industry experience and a proven track record in the metals
and mining sector and the Board is confident that under Bill’s leadership, First Tin is best placed to continue
making strong operational progress at both our flagship assets.
On behalf of the Board, I would like to thank Thomas Buenger for his significant contribution to First Tin since its
IPO in April 2022. We wish him all the best for the future.
We were also pleased to welcome Ross Ainger to the Board as a Non-Executive Director on 6 September 2023.
Ross, who has been Company Secretary since March 2022, has extensive knowledge of the business and has
already proven to be of great value to the Board. Seamus Cornelius stepped down from the Board as a Non-
Executive Director on 6 September 2023. On behalf of the Board, I would like to thank Mr Cornelius for his
valuable contribution to First Tin since its IPO in April 2022.
Post period end, we successfully completed a strategic placing to raise £2.1 million. This capital raise has
strengthened our financial position and provides us with the resources to continue adding value to our portfolio
in the near term. On 28 October 2024 we announced a placing of 133,333,334 million ordinary shares, raising
£8 million; this placing remains conditional on shareholder approval at a General Meeting convened for 19
November 2024. The Company has obtained signed undertakings from shareholders representing 172,868,250
ordinary shares in the Company, equating to 54.27% of the current issued share capital, to irrevocably vote in
favour of the resolutions. The strong support from both new and existing investors underscores the confidence
in our strategic direction and the promising opportunities that lie ahead in the tin mining sector. We were also
pleased to welcome Metals X Limited as a key strategic investor during July 2024. Metals X brings decades of
tin mining and processing expertise, along with a strong balance sheet, and we look forward to working with them
to advance our high margin, low capex projects for the benefit of all stakeholders.
Brett Smith, Executive Director of Metals X, and Peter Gunzburg, Chairman of Metals X, joined the First Tin board
as Non-Executive Directors, while Clara Resources' Board representative Nicholas Mather stepped down as a
Non-Executive Director, effective 11 July 2024. Catherine Apthorpe and Ingo Hofmaier also stepped down as
Non-Executive Directors on 30 September 2024. I would like to thank Mr. Mather, Ms Apthorpe and Mr Hofmaier
for their valuable contributions to the Board during this formative period for the Company since the IPO in 2022.
As we embark on the next phase of development at both our assets, our focus remains on completing the EIS
and navigating final approval processes with regulatory authorities, optimising the DFS value, and advancing
discussions around financing and off-take agreements for Taronga, while progressing permitting for Tellerhäuser.
The potential upside of our Taronga project is substantial and I am confident that it is well-positioned to be the
world's next new tin mine. Our rigorous development plans aim to unlock the full value of this asset, ensuring a
steady and reliable stream of high-quality sustainable tin into the market. This will not only help alleviate the
current global supply deficit but also position First Tin as a key player in the tin industry for years to come.
On behalf of the Board, I extend my thanks to everyone at First Tin for their dedication and hard work, which
have been instrumental in us achieving this significant progress at both our assets. I would also like to thank our
shareholders who have supported us throughout the period.
C Cannon Brookes
Chairman
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FIRST TIN PLC
CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 4
The change in our accounting reference date means that the period under review covers 18 months, from 1
January 2023 to 30 June 2024, and having joined First Tin at the start of 2024, I am pleased with the significant
progress made during the period.
This has been a positive period for the Company during which our predominant focus was the delivery in May
2024 of the Definitive Feasibility Study (DFS) at our Taronga asset in Australia, which confirmed its potential as
a low capex, low risk and high margin tin mine with attractive economics. We were pleased to regularly report
on the successful progression of numerous crucial workstreams, ranging from proving up the Mineral Resource
Estimate (MRE) to power studies, consolidation of our exploration prospects and the recent progress on the
permitting process.
Tin, an overlooked critical metal essential for the future
Before we delve into the activities during the period, first a look at the tin market. Often called the "glue in
electronics," tin holds significant strategic value and is classified as a critical material in many regions due to
vulnerabilities in supply chains. Tin has been used for centuries and continues to play a crucial role in today's
technology, being essential in industries like electronics, printed circuit boards (PCBs), semiconductors, and
renewable energy systems. As a key element in the energy transition and digital transformation, tin is witnessing
increased demand, driven by advancements in areas such as electronic devices, robotics, 5G, and artificial
intelligence.
Over the reporting period, we observed substantial disruptions in supply, including declining feedstock and ore
quality in China, delays in obtaining licenses and operational difficulties with offshore dredging in Indonesia, and
conflict-related suspensions of mining activities in Myanmar's Wa state.
Although demand was cyclically constrained in 2023, supply limitations resulted in the tin market closing the year
with only a minor surplus. Entering 2024, tin has become the top performer among base metals, as supply issues
coincide with a recovery in demand. Tin prices surged from US$23,000 per tonne at the end of November 2023
to over US$35,000 per tonne in April 2024, finishing the review period at US$33,200 per tonne. Post-period,
some volatility occurred in line with broader market trends due to macroeconomic uncertainties, with tin briefly
dipping below US$30,000 in late July 2024 before rebounding to around US$33,000 by the end of August.
As demand continues to rise, stagnant supply, operational challenges for producers, the depletion or
environmental unsustainability of easily mined alluvial deposits, and declining inventories suggest a looming
supply deficit. This points to the likelihood of structurally higher prices to support the development of new tin
mining projects.
We remain confident that First Tin is well-positioned to capitalise on this opportunity and in line with our vision,
emerge as a significant tin supplier. We intend to do this from assets located in developed, conflict-free countries
that have low political risk to ensure the security of supply and confidence in the provenance of our product. This
is increasingly important in a world experiencing various conflicts and that is focused on clean technologies and
responsible business.
Confirming Taronga’s attractive economics
The work undertaken during the period at Taronga, Australia, has underpinned our belief that this highly
prospective and low-risk development asset is well-positioned to be the world’s next new tin mine. We have also
confirmed the asset to be highly scalable having identified multiple opportunities to create significant value
upside.
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CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 5
The upgrade we delivered to the MRE was a positive step towards the delivery of our DFS. Having kicked off the
period under review with positive results from confirmatory and extension drilling totalling 6295.7m in 59 holes
since IPO, the potential to deliver a meaningful increase on the previous MRE was clear. This was validated
some months later, in September 2023, when we increased the size of the Taronga resource by over 240% to
133 million tonnes, demonstrating the true scale of this strategic asset. Prepared by independent geological
consultants H&S Consultants Pty Ltd in accordance with the 2012 JORC Code & Guidelines, the updated MRE
was reported using a 0.05% tin (Sn) cut-off to a maximum depth of 300m below surface (650mRL).
Category
Tonnage
(Million)
Grade (% Sn)
Tin (Tonnes)
Measured
33.0
0.13
44,200
Indicated
38.9
0.11
42,000
Sub-Total
(M&I)
71.9
0.12
86,200
Inferred
61.1
0.09
61,100
TOTAL
133.0
0.10
138,300
(further details including the JORC Table 1 can be found on the Company’s website.)
The previous 2014 MRE was calculated using a 0.10% Sn cut-off. The lower cut-off for the updated MRE is based
on revised economic considerations including higher 3-year trailing tin prices, lower AUD:USD exchange rates
and preliminary estimates of mining, processing and G&A costs.
A direct comparison with the 2014 MRE by using a 0.10% Sn cut-off is:
2014 MRE
H&SC 2023 MRE
Percentage
Change
(%)
Tonnes
(Million)
Grade
(%Sn)
Tin
(Tonnes)
Tonnes
(Million)
Grade
(%Sn)
Tin (Tonnes)
Measured
-
-
-
21.5
0.17
35,700
-
Indicated
26.9
0.17
45,200
16.5
0.16
26,000
(42.5)
Sub-Total
26.9
0.17
45,200
38.0
0.16
61,700
36.5
Inferred
9.4
0.13
12,000
13.4
0.14
18,600
55
TOTAL
36.3
0.16
57,200
51.7
0.16
80,300
40.4
The comparison represents a 40% increase in total contained tin metal based on the same cut-off. The difference
is primarily due to:
• Exploration drilling by First Tin successfully extending the Mineral Resource to the southwest of the
existing estimate
• A new geological interpretation
• A reconfigured grade interpolation technique
The MRE announced during the period also included a Measured Resource category for the first time. This was
based on the successful hole twinning drill programme conducted by First Tin which validated the Newmont
drilling data alongside a more in-depth study of the Newmont QAQC data which confirmed the reliability of the
historic drilling data.
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CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 6
Processing testwork was also a key workstream during the period and having identified that the mineralisation is
easily liberated using a simple and cost-effective crushing and gravity separation processing option, it has been
pleasing to show continually improved recoveries over the past 18 months. We continue to enhance these further,
and post period end we were able to show plus 75% end-to-end tin recovery from a higher-grade sample,
suggesting better recoveries than those previously reported and used in the DFS. Looking ahead, it is proposed
to collect more samples to repeat this work and confirm these excellent recoveries and excitingly, the potential
for even higher recoveries can also be seen with slight modifications to the current process plant design. We
look forward to reporting on this in due course.
The fact that the mineralogy at this asset is amenable to low-tech, and therefore low-cost, processing techniques
has played an important role in the compelling economics of Taronga, as demonstrated in the DFS. Not only
does it positively affect the capex, but with all-in-sustaining-costs (AISC) of US$15,843 per tonne of tin sold,
Taronga sits in the lowest half, close to lowest quartile, on the global cash curve.
At a conservative base case tin price of US$26,000 per tonne, the DFS provides a pre-tax NPV8 and IRR of
A$143 million and 24% respectively for an operation delivering an average annual production of 3,600 tonnes of
tin in concentrate. At a tin price of US$33,097 per tonne, which was in place at the same time as the DFS was
published, the pre-tax NPV8 increases to A$331 million and IRR to 42%, demonstrating the significant leverage
this project has to higher tin prices.
In addition, the DFS confirmed the following based on a 5Mtpa (million tonnes per annum) throughput:
• Pre-production CAPEX of A$176 million, including A$28 million for an on-site solar and gas power plant
for behind the grid power generation
• EBITDA margin above 50% at current tin price
• Payback - after tax of 2.97 years at a US$26,000 per tonne price
Power trade-off studies for the DFS concluded that a combination of gas engines for base load power and night-
time operations, complemented by solar panels for daytime support, emerges as the most economical and
environmentally conscious power solution for Taronga. To enable this, the main three stage crusher would only
operate during day-light hours. With this approach, it is estimated that 53% of the site’s power demand would be
generated by solar, and potentially reduce the power cost by 58% compared to grid power. It is estimated that
around 14,700 tonnes per year of CO2 emissions will be saved compared to the use of grid power.
Delivering on Taronga’s substantial expansion potential
Looking to the months ahead, we have identified the potential to drive value for shareholders through a life of
mine extension from 9 to 15 years. To prove this up, we will be conducting infill and extension drilling to define
and convert potential additional resources including from:
• Converting inferred resources as per pit optimisation work to enable deeper, wider pits
• Potential parallel zones immediately NW of the current pits
• Extensions to the NE and SW of the current pits (mineralisation not closed off)
• Between the two pits where recent drilling has returned previously unknown mineralisation
• Potential parallel zones to the SE of the current pits
We are also progressing with our Environmental Impact Statement (EIS), which is on track for completion early
in 2025. As such, on 5 September 2024, we announced receipt of the New South Wales (NSW) Planning
Secretary’s Environmental Assessment Requirements (SEARs), allowing work on the EIS to continue advancing.
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CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 7
On the topic of expansion, during the period, we were successful in confirming the thesis that the Taronga deposit
is part of a bigger tin district.
This first came to light through the receipt of results from wide spaced drilling undertaken in August 2023 at our
Tin Beetle prospect, approximately 9km from the Taronga project and one of at least six additional satellite
prospects near Taronga.
Mineralisation was confirmed over the 2.3km
2
area tested with significant intercepts including:
• 48m @ 0.18% Sn from 2m incl. 21m @ 0.32% Sn from 2m and 3m @ 0.28% Sn from 42m
• 30m @ 0.10% Sn from surface incl. 7m @ 0.16% Sn from 21m (entire hole mineralised)
• 18m @ 0.07% Sn from 17m incl. 9m @ 0.10% Sn from 17m
• 78m @ 0.08% Sn from 7m incl. 12m @ 0.11% Sn from 7m and 12m @ 0.13% Sn from 48m
• 57m @ 0.05% Sn from 62m
• 27m @ 0.08% Sn from 76m incl. 14m @ 0.12% Sn from 77m and 5m @ 0.18% Sn from 85m
These results have underpinned our confidence that there may be potential for a hub and spoke approach,
whereby the Taronga processing facility represents a hub for several potential satellite deposits, potentially
enabling both increased tin production and additional extensions to the life of mine beyond that of the Taronga
deposit itself. We now have at least six advanced additional prospects, Tin Beetle, Pound Flat, McDonalds, Big
Plant Creek, Poverty Point and Taylors/Dalcoath which are at the target definition or drill testing/resource
definition stage. We are excited to prove these up in the future and have further drilling proposed.
As a result, we are increasing our landholding and in October 2023 we were granted a large, 276.6km
2
Exploration License covering the majority of the Tingha Tin Field, located approximately 50km southwest of the
Taronga Project. Tingha is one of three main tin fields in northern NSW and south-eastern Queensland that form
the New England Tin Corridor. Our fully owned subsidiary Taronga Mines Pty Ltd currently holds the majority
of the Emmaville Tin Field under its existing tenure and following the granting of the Tingha license, it now has
access to most of the known tin mineralised areas in north-eastern New South Wales.
In May 2024, we further consolidated our tenement holdings in the Taronga district by acquiring an additional
licence, EL 9200, which covers the majority of the known deep lead deposits in the district. These have been the
source of around half the tin historically mined in the district and represent an attractive target to supplement tin
production from the Taronga hard rock deposit. The grades in the deep leads can be significant, with historical
reports of 1.5 hundredweight of cassiterite per cubic yard (approximately 3% Sn), which compares well with the
average grades mined in alluvial operations of 0.02% to 0.10% Sn. As well as the deep leads, potential exists
for extensions of the Tin Beetle and Pound Flat mineralisation into this new licence area.
In summary, as well as confirming the attractive economics associated with developing the Taronga deposit as
currently defined during the period, we are delighted to have confirmed the upside potential available through a
range of workstreams – expansion of the resource, enhancement of the recoveries and through the development
of the wider area.
As such, there is a lot to be excited about with this project, and it was pleasing to see this sentiment shared by
Australia's largest tin producer, Metals X Limited ("Metals X") which became a 23% shareholder of First Tin post
period end, in July 2024. Metals X brings decades of expertise in tin mining and processing, along with a strong
balance sheet, which we are confident will be highly beneficial as we advance our portfolio.
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CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 8
Upgrading the MRE at Tellerhäuser
We have also made progress at Tellerhäuser in Germany during the period. Like Taronga, this asset is close to
infrastructure and located in a developed, conflict-free economy in a historic tin district.
In April 2024, we were delighted to publish the updated MRE for this advanced asset, in accordance with the
2012 JORC Code & Guidelines. As such:
• The total Indicated plus Inferred tin MRE at 0.20% Sn cut-off increased by 35% to 138,600t tin from the
H&S Consultants Pty Ltd ("H&SC") 2019 estimate of 102,900t tin
• The total Indicated only tin MRE at 0.20% Sn cut-off increased from the H&SC estimate by 37% from
32,700t tin to 45,000t tin
• The additional MRE tonnage in the Indicated category, obtained by a combination of lower cut-off grade
and increased data density, will enable a longer mine life to be considered in economic evaluations
The updated MRE is:
Resource
Class
Domain
Density
[t/m³]
Volume
[Mm³]
Tonnage[Mt]
Sn[%]
Sn [t]
Fe₂O₃[%]
Zn[%]
Ag[ppm]
In[ppm]
Indicated
Skarn 3.60 1.44 5.18 0.57 29,700 17.94 0.78 3.92 40.17
Mineralised Schist 2.90 1.65 4.79 0.32 15,300 1.92 0.04 0.94 3.39
Total Indicated 3.26 3.09 9.97 0.45 45,000 10.24 0.42 2.49 22.49
Inferred
Skarn 3.60 3.17 11.42 0.65 74,000 12.25 0.96 3.67 41.77
Mineralised Schist 2.90 2.26 6.55 0.30 19,600 2.33 0.03 0.71 1.09
Total Inferred 3.34 5.43 17.97 0.52 93,600 8.63 0.62 2.59 26.94
This was based on an additional 42,726 tin assays being included in the database, of which 1,164 were above
the cut-off grade. Much of this was derived from our assessment of additional historic drilling data from previously
inaccessible old Wismut exploration drillholes discovered in archives pertaining to the Tellerhäuser project area.
The Wismut drillhole data could now be reviewed due to a change in the law (Geological Data Act). The additional
identified data represents an equivalent of 1311 underground drillholes, surface drillholes, and channel samples
with a total length of more than 44,900m, meaning this updated MRE was delivered at a relatively low cost to the
Company.
As highlighted when we published the Tellerhäuser MRE, the cut-off has been reduced from 0.50% Sn to 0.20%
Sn due to improved tin prices. At the previously reported 0.50% cut-off grade, there is a 49% increase in
Indicated and Inferred tin MRE from the previous Bara estimate 2021, which was quoted in the IPO prospectus.
Alongside the MRE work, further progress on permitting was made over the reporting period. In March 2023
the Saxonian Mining Authority confirmed the asset's eligibility to move straight to the construction and operational
permitting process, which is expected to reduce the overall permitting timeframe by a period of up to 12-18
months. This decision was supported by the project’s minimal environmental footprint anticipated throughout
both the construction and production phases. Subsequently, in June 2023 the Company submitted the
documentation for its mine permit application to the Saxonian Mining Authority.
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CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 9
Infrastructure requirements were progressed, with an analysis and comparison of alternative transport routes
from the site completed. The German Rail Infrastructure Agency (DB InfraGo AG) informed us that space has
been reserved at the railway station (Grünstädtel) for our future planning. Work commenced on the baseline
study for power requirements underground as well as on the surface.
Gottesberg, Germany
Progress on Gottesberg has been relatively constrained as the Company has focused on Taronga and
Tellerhäuser. It has a large resource base and excellent mineral processing characteristics and could benefit
from lessons learned at Taronga. It is proposed to more closely evaluate this project over the next 12-24 months.
Outlook
We are positive about the months ahead, during which our focus is on:
• The completion of the EIS and permitting process for Taronga leading to receipt of Developmental
Approval.
• Optimisation and enhancement of the value of the Taronga DFS through additional metallurgical testing
work and increase to the mine life from planned extension and infill drilling and conversion of inferred
resources.
• Progress permitting and undertake fieldwork to retain exploration licenses in Germany.
• Evaluating project financing options to advance Taronga through engineering design and into
construction.
With primary supply stagnating and major producers facing challenges, including diminishing reserves and
operational disruptions, a supply deficit looms. This means that our assets, which are located in developed
countries with strong oversight of environmental standards, are of even more strategic importance. With this in
mind, we are confident with respect to the tin market and believe that our assets are well positioned for future
success.
I would like to thank all our shareholders for your ongoing support of First Tin.
W A (Bill) Scotting
Chief Executive Officer
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FIRST TIN PLC
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 10
The Directors present their strategic report for First Tin Plc for the 18 month period ended 30 June 2024.
Principal activities
Business review
A review of the business is set out in the Chief Executive Officer’s report on pages 4 to 9.
Financial review
The Group reported a loss after tax of £3,033,055 (year ended 31 December 2022: £3,242,946) and a net asset
value of £37,884,956 (31 December 2022: £41,783,886) for the period under review.
At 30 June 2024 the Group had cash balances of £1,345,629 (31 December 2022: £13,823,173), with the Group
having invested £8,536,853 (year ended 31 December 2022: £5,288,557) in the purchase of exploration and
evaluation assets during the period.
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FIRST TIN PLC
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 11
Principal risks and uncertainties
The Directors consider the following to be the key risks and uncertainties applicable to the Group’s activities:
Dependence on the Tellerhäuser and Taronga projects
The only operations of the Company are the Tellerhäuser and Taronga projects. As a result, the success of the
Company is highly dependent on the success of these two projects.
The Taronga project aims to develop an open pit tin mine and processing facility to produce c.6,000 tonnes per year
of tin concentrate. A Definitive Feasibility Study (DFS) has been published for the project which indicates an
economic return based on a pre-production capital expenditure of AUD176m. The project is currently going
through the permitting process, and it is anticipated that an Environmental Impact Study will be submitted to relevant
authorities early in 2025, with development approval anticipated later in 2025.
The Tellerhäuser project aims to develop an underground polymetallic tin mine and processing plant to produce
c.5,500 tonnes per year of tin concentrate. The Company has published a Pre-feasibility/Options Study in respect
of the project, and is currently progressing through permitting in Germany.
Whilst the Company is progressing both projects, it should be noted Taronga and Tellerhäuser are at relatively early
stages of development, are capital intensive, and neither project is currently cash generative. Any adverse
developments which affect either of the two projects (for example if development approval is not forthcoming for
Taronga or if the conclusions of the Tellerhäuser Pre-feasibility/Options Study prove to be incorrect), or the
Company’s rights to develop either project, is likely to adversely affect the Company’s business and financial
condition.
In particular, in the event that there are issues with one project which require unanticipated funds to be spent to
remedy such issues, and/or management time to be expended in dealing with those issues, that may adversely
affect the ability of the Company to proceed with its plans with the other project as forecast. This would likely have
a material adverse impact on the Company’s results of operations, cash flows and financial condition.
Dependence on the renewal or continuance in force of mineral and surface access rights, planning and
environmental permissions and other appropriate licences which may be revoked if their conditions are
not complied with
The Company’s operations at the Tellerhäuser and Taronga projects are dependent upon the grant, renewal or
continuance in force of various mineral and surface access rights, planning and environmental permissions and
other appropriate licences, permits, authorisations, regulatory approvals and consents and contractual agreements
which may be valid only for a defined time period, may be subject to limitations and may provide for termination,
revocation or withdrawal in certain circumstances.
The Group holds a number of licences, the conditions relating to which are currently being complied with. Whilst the
Board is confident that the Company will continue to fulfil the necessary conditions to maintain the good standing of
these mining and exploration related licences in order to continue to be able to execute its business strategy, this
cannot be guaranteed. If any member of the Group fails to fulfil the specific terms of any of its licences or if it
operates its business in a manner that violates applicable law, governmental regulators may impose fines or
suspend or terminate the right, concession, licence, permit or other authorisation, any of which could have a material
adverse effect on the Group’s results of operations, cash flows and financial condition.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 12
Principal risks and uncertainties (continued)
Whilst the Company has diligently investigated title to all mineral claims and, to the best of its knowledge, title to all
properties owned as at the date of this Document by Group companies are in good standing, this should not be
construed as a guarantee of title. Although the Company is not aware that any such issues exist or have previously
existed, the properties may be subject to undetected title defects. If a title defect does exist, it is possible that the
Group could lose all or part of its interest in properties to which the title defect relates.
The Company’s financial position and requirements for further capital to fully fund projects
The Company is loss-making and has no current source of revenue. Whilst the Company will, following completion
of the Placing, have a budget and sufficient working capital for its short- and near-term activities and plans for 15
months from such date, the ability of the Company to fully fund the exploration and development of its Taronga and
Tellerhäuser projects beyond such period will be dependent upon the Company successfully raising additional
finance. However, it is currently anticipated that the Company will continue to be loss-making through and beyond
such 15-month period.
As noted above, the Taronga DFS estimates that the required pre-production capital expenditure for that project will
be AUD176m and to bring the Tellerhäuser project to production is likely to also involve significant capital
expenditure.
Exploration, development and production activities are capital intensive and inherently uncertain in their outcome
and it may also be the case that the capital expenditure required to bring the Taronga project to production materially
exceeds the estimates set out in the DFS.
The Company’s current and any future projects may involve unprofitable efforts, due either to unsuccessful drilling
campaigns or from mines that are productive but do not produce sufficient net revenues to return a profit after
development, operating and other costs. In addition, drilling hazards or environmental damage could significantly
affect operating costs, and production from successful mines may be adversely affected by conditions including
delays in obtaining governmental approvals or consents. Production delays and declines, whether or not as a result
of the foregoing conditions, may result in lower revenue or cash flows from operating activities until such time, if at
all, that the delay or decline is cured or arrested. In the event that such cash flows are reduced in the future, the
Company may be forced to scale back, or delay, discretionary capital expenditure resulting in delays to, or the
postponement of, the Company’s planned production and development activities which could have a material
adverse effect on its business, results of operations, financial condition or prospects.
Commodity prices
The underlying value of the Company’s assets and its potential future earnings and profitability and therefore long-
term viability will depend, in large part, on the global market price of tin and the quality and marketability of such
minerals extracted from the Company’s projects.
Whilst tin prices reached historic highs in 2022, this is considered to have been caused by tin production failing to
meet unprecedented demand following the economic recovery which followed 2020’s global recession and the
increased consumption triggered by world-wide investments into the renewable energy and electromobility sectors,
and since the highs seen in 2022, tin prices have fallen back (although remain above historic averages). Whilst
the Company takes a conservative view as to future prices, overproduction and/or a further or continued reduction
in demand may depress prices below the Company’s current worst-case scenarios. In such circumstances the
Company’s anticipated profitability may be adversely affected.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 13
Principal risks and uncertainties (continued)
Resource market prices are affected by numerous factors beyond the Company’s control, including inflation, global
and regional consumption patterns, demand and supply, speculative activities, trading activities by market
participants, international political and economic trends, currency exchange fluctuations, interest rates, production
costs and increased production due to new and improved extraction and production methods. The aggregate effect
of these factors on resource prices is impossible for the Company to predict. The Company monitors commodity
prices in forecasting its cash flow requirements for the funding of its ongoing exploration and corporate activities
and estimated development costs in bringing assets into production. The Company does not presently invest in
commodity hedges to mitigate this risk. While the Company seeks to manage its capital and operating expenditures
to maximise shareholder returns, ultimately the value of the Company’s projects and its financial performance may
be highly dependent on commodity prices which are outside of the Company’s control.
If commodity prices fall beyond the reasonable expectations of the Company, the ability of the Company to profitably
extract commodities from its projects may be materially impacted, which will have a negative effect on the
Company’s financial results.
Supply chain issues
The Group’s inability to timely acquire strategic consumables, raw materials, drilling and processing equipment
could have an adverse impact on its results of operations and financial condition. Periods of high demand for
supplies can arise when availability of supplies is limited. This can cause costs to increase above normal inflation
rates. Interruption to supplies or increase in costs could adversely affect the operating results and cash flows of the
Group.
Whilst the Group does not require any specialist or bespoke equipment and its supply risks are typical for a mining
company with projects of the size, type and location of Taronga and Tellerhäuser, the Group's operations will require
the purchase or hire of drilling rigs and operators, engineering design capacity and fabrication capacity for
processing equipment. A decrease in the availability of these supplies or inflationary effects may impact the pricing
and/or cause delays to development. In such circumstances the Company’s financial results may be impacted.
Mineral estimates may prove inaccurate
The Company has, and will in the future, publish information in respect of Measured, Indicated, and Inferred
Resources for both Taronga and Tellerhäuser in accordance with the JORC 2012 Code and Guidelines.
There are numerous uncertainties which the Company faces that are inherent in estimating quantities of reserves
and any subsequent cash flows to be derived from such reserves, including many factors that are beyond the control
of the Company. Estimation of Mineral Reserves and Mineral Resources (which cannot be measured in an exact
manner) is a subjective process aimed at understanding the statistical probabilities of recovery.
The interpretation and estimates of the amounts of Mineral Reserves and Mineral Resources, both as announced
by the Company prior to the date of this Document and as may be announced in the future, are subjective and the
results of drilling, testing and production subsequent to the date of any particular estimate may result in substantial
revisions to the original interpretation and estimates. Moreover, different mining engineers may assess estimates
of Mineral Reserves, Mineral Resources and cash flows differently based on the same available data. Actual
production, revenues and expenditures with respect to Mineral Reserves and Mineral Resources will vary from
estimates, and the variances may be material.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 14
Principal risks and uncertainties (continued)
Estimates of economically recoverable Mineral Reserves and any future net cash flows are based upon a number
of variable factors and assumptions, such as historical production from the properties, production rates, ultimate
reserve recovery, timing and amount of capital expenditures, marketability, processing recovery rates, grade, royalty
rates, assumed effects of regulation by governmental agencies and future operating costs, all of which may vary
from actual results. All such estimates are, to some degree, speculative, and classifications of reserves are only
attempts to define the degree of speculation involved. For those reasons, estimates of the economically recoverable
reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery
and estimates of future net revenues expected therefrom prepared by different engineers, or by the same engineers
at different times, may vary. The Company’s actual production, revenues and development and operating
expenditures with respect to its reserves will vary from estimates thereof, and such variations could be material.
If the actual Mineral Reserves or Mineral Resources of the Company are less than the current estimates or of lesser
quality than expected, the Company may be unable to recover and produce the estimated levels or grade of its
commodities and, as a result, the Company may not recover its initial outlay of capital expenditures and operating
costs of any such operation and there may be a material adverse effect on the business, prospects, financial
condition or results of operations of the Company.
Mining and Mineral Processing volumes, recoveries and costs may prove inaccurate
Estimates of future net cash flows are based upon a number of variable operational factors and assumptions,
including, but not limited to mining production rates, grade, mining strip ratio, processing rates and mineral recovery
through processing, plant and equipment utilisation rates, concentrate grade and marketability, royalty rates,
assumed effects of regulation by governmental agencies and future operating costs, all of which may vary from
actual results.
If the actual mining volumes, processing rates and recoveries of the Company are less than the current estimates
or of lesser quality than expected, the Company may be unable to recover and produce the estimated levels or
grade of its commodities and, as a result, the Company may not recover its initial outlay of capital expenditures and
operating costs of any such operation and there may be a material adverse effect on the business, prospects,
financial condition or results of operations of the Company.
Litigation risk
Undertaking mineral exploration and mining activities carries with it a risk of being subject to third party litigation.
This can take the form of litigation aimed at stopping activities brought by local or national environmental pressure
groups and litigation brought by actual or potential competitors. In the event of the Company being threatened with
litigation or being subject to a formal law suit, the Company may have to spend significant management time and
costs in assessing or defending such claims which will adversely affect results of operations. Whilst both Germany
and Australia have very well advanced legal systems, there remains the possibility that such actions could be made
by a vexatious or frivolous litigant.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 15
Principal risks and uncertainties (continued)
There is also the possibility that a third party could bring a claim against a relevant licensing authority in order to
seek a delay to, stopping of, or revocation of, a licence award to a group Company. For example, the Company is
aware that, in Germany, a third party brought an objection against the Saxony State Mining authority in relation to
the permit awarded to its German subsidiary, Saxore Bergbau GmbH, over the Rittersgrün field. The Saxony
Mining authority has both rejected that third party’s objections and ordered the immediate enforcement of Saxore’s
permit. The third party also tried to annul this immediate enforcement at the Courts but failed, and both the
administrative court of Chemnitz and the Saxon Higher Administrative Court confirmed the immediate enforcement
of the Rittersgrün permit. These Court decisions concerning the immediate enforcement are a strong sign that they
regard the Rittersgrün permit as lawful and that the Courts will reject any action against the granting of the permit
itself. The third party has raised a further appeal in respect of the Saxony Mining authority’s decision, but the
Company believes that this appeal will be unsuccessful in light of the earlier decision of both Courts.
Although Saxore would be able to apply for a new permit in such circumstances, such an event would delay
development of the project and take up significant amounts of management time which could have a materially
adverse effect on the Company’s results of operations and/or financial condition.
Infrastructure risks
Mining, processing, development and exploration activities depend, to a significant degree, on adequate
infrastructure. In the course of developing its operations, the Company will need to construct and support the
construction of infrastructure, including bulk civil works, water supplies, tailings storage facilities, power facilities and
communications, in particular in relation to Taronga. Whilst the Company has budgeted for such line items,
unexpected adverse weather, sabotage, government or other interference in the maintenance or provision of such
infrastructure could result in increased costs which would materially adversely affect the Group’s operations,
financial condition, and results of operations.
Any such issues arising in respect of the supporting infrastructure or on the Group’s sites could materially adversely
affect the Group’s results of operations or financial condition. Furthermore, any failure or unavailability of the Group’s
operational infrastructure (for example, through equipment failure, lack of qualified employees) could materially
adversely affect its activities.
Environmental legislation compliance
Environmental legislation is evolving in a manner that is expected to require stricter standards and enforcement,
increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers, directors and employees. There is no
assurance that future changes in environmental regulation, will not adversely affect operations at the Company’s
projects, in particular given environmental hazards may exist on the Company’s properties which are unknown to
the Company.
The Company’s current and future operations, including exploration and project development activities, are subject
to environmental regulations promulgated by, in Germany, each of the Saxony state government, the German
federal government, and the EU, and in Australia, the New South Wales state government and the Australian federal
government. The cost of complying with current laws and regulations, particularly as the Company’s operations
expand, and with new legislation brought in after the date of this Document, may have a material impact on
management time and the Company’s cash reserves.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 16
Principal risks and uncertainties (continued)
The Group is subject to foreign exchange risks
The functional currency of the Company is Pounds Sterling. However, it will incur operating costs in Euros and
Australian Dollars and tin is priced in US Dollars. Therefore, fluctuations in exchange rates of the Pound against
those currencies in which a Group Company generates revenue and/or incurs expenses may materially affect the
Group’s translated results of operations. This may increase or decrease the results of operations and may adversely
affect the Group’s financial condition as stated in Pounds Sterling. In addition, the Company may not be able to
effectively hedge certain cash resources against risks associated with currency exchange rates and/or commodity
prices. Any significant adverse fluctuations in currency rates could have a material adverse effect on the Company’s
business, financial condition and results of operations.
The Group is subject to a number of mining industry risks and hazards
The Company’s operations are, and will continue to be, subject to all of the hazards and risks normally incidental to
exploring, developing and exploiting natural resources. Some of these risks include, but are not limited to,
environmental hazards, industrial accidents, industrial and labour disputes, litigation from third parties, unusual or
unexpected geological formations or other geological or grade problems, unanticipated changes in metallurgical
characteristics and mineral recovery, unanticipated ground or water conditions, cave-ins, flooding, rock bursts,
periodic interruptions due to bad or hazardous weather conditions, unfavourable operating conditions, cost
overruns, land claims and other unforeseen events.
Should any of these risks and hazards adversely affect the Group’s mining operations or activities, it may cause an
increase in the cost of operations to the point where it is no longer economically feasible to continue, it may require
the Group to write down the carrying value of the Company’s projects, it may cause delays or a stoppage in mineral
exploration, development or production, it may result in damage to or destruction of mineral properties or processing
facilities, and may result in personal injury or death or legal liability, all of which may have a material adverse effect
on the Group’s financial condition, results of operation, and future cash flows.
Labour disruptions may cause delays and in increase in costs
The potential for conflict with employees may occur at any one of the Group’s operations. Labour interruptions may
be employed to advocate for labour, political or social goals. Labour interruptions have the potential to increase
operational costs and decrease revenues by suspending the business activities or increasing the cost of labour or
substitute labour, which may not be available. If such disruptions are material, they may adversely affect the Group’s
results of operations, cash flows and financial condition.
The Company’s operations may be affected by natural disasters
Natural disasters, including drought, floods, fire, extreme winter weather and the physical effects of climate change,
all of which are outside the Group’s control, may adversely affect the Group’s operations. Operating difficulties, such
as unexpected geological variations that could result in significant failure, could affect the costs and feasibility of its
operations for indeterminate periods. Damage to or breakdown of a physical asset, including as a result of fire,
flood, explosion or natural catastrophe, can result in a loss of assets and financial losses. Insurance (if capable of
being obtained by the Group) may provide protection from some, but not all, of the costs that may arise from
unforeseen events, but the occurrence of a significant adverse event not fully covered by insurance could have a
material adverse effect on the Group’s business, results of operations, financial condition and prospects.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 17
Principal risks and uncertainties (continued)
Not all risks which the Company faces are insurable
The Company will maintain insurance cover with respect to its operations in accordance with international mining
practice, including third party liability insurance up to specified limits. However, the Company will be unable to insure
against all risks and may be exposed under certain circumstances to uninsurable hazards and risks which may
result in financial liability, property damage, personal injury or other hazards or liability for the acts or omissions of
sub-contractors, operators and joint venture partners. Although indemnities may in the future be provided by
subcontractors, operators and joint venture partners, such indemnities may be difficult to enforce given the financial
positions of those giving the indemnities or due to the jurisdiction in which the Company may seek to enforce the
indemnities, potentially leaving the Company exposed to claims by third parties.
There is also no guarantee that the Company will be able to maintain adequate insurance cover in the future at
rates which are considered reasonable. Accordingly, the Company could incur substantial losses if an event which
is not fully covered by insurance occurs, which would have a material adverse effect on the Group’s business,
results of operations and financial condition.
Reputation and brand strength could be adversely affected by quality related issues or negative publicity
At its projects the Company intends to produce tin products of high quality that are verifiable. If a counterparty is
unhappy with the quality of product received, or if any actions undertaken by the Company at its projects results in
adverse publicity, for example operational failure or a breakdown in public relations between the Group and local
stakeholders in each project, the intended reputation and/or brand strength of the Company will be adversely
affected. This could result in potential customers and suppliers being unwilling to deal with the Company, which,
if it occurred, would have an adverse effect on the Company’s results of operations.
Geographical factors
The Company operates across three countries, each of which has different laws, taxes and operating regulations.
Although all three jurisdictions are first world stable economic environments, the Company’s business and results
of operations are affected by changes in both global economic conditions and the individual markets in which it
operates. Terrorist acts, civil unrest and other similar disturbances, as well as natural catastrophes, can impact
economic conditions and consumer confidence, degrade infrastructure, disrupt supply chains and otherwise result
in business interruption. A variety of factors may adversely affect results of operations and financial conditions
during periods of economic uncertainty or instability, social or labour unrest or political upheaval in the markets in
which it operates. For example, operations and supply chains may be disrupted. Periods of economic upheaval
may also expose the Company to greater counterparty risks, including with customers, suppliers and financial
institutions, who may become insolvent or otherwise unable to perform their obligations. The Company may also
experience greater fluctuations in foreign currency movements, increased commodity prices and increased
transportation, trade and energy costs. Periods of economic and political upheaval may also lead to government
actions, such as imposition of martial law, trade restrictions, foreign ownership restrictions, capital, price or currency
controls, nationalisation or expropriation of property or other resources, or changes in legal and regulatory
requirements, including those resulting in potentially adverse tax consequences.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 18
Governmental actions to reduce climate change may disrupt operations and/or reduce consumer
demand for products
Although the Company intends to operate its business to the highest possible standards, the wider mining sector
has been targeted by climate change and environmental activists because of the pollution output generated by
companies operating in the mining industry. This may lead to further governmental actions which affect all such
companies, irrespective of their actual environmental performance and the minerals which they are extracting.
Such legislation may involve additional taxes, operating restrictions and/or further legislation which requires
significant spending by the Company to become and remain compliant. In such circumstances, the Company’s
results of operations may be materially affected.
The Company may be unable to attract and retain qualified personnel, including key senior management
The Company invests in recruiting and training talented personnel and senior management. The Company’s
business depends, in part, on the ability of executive officers and senior management to provide uninterrupted
leadership and direction for its business, and, in particular, on the ability to recruit, train and maintain qualified
personnel to drive the Group’s mining activities. This need is all the more acute in the context of a growing business.
The market for talent is intensely competitive and may become increasingly more competitive. The Company’s
ability to attract and retain key management and other personnel is dependent on a number of factors, including
prevailing market conditions, attractiveness of competitors as potential employers, working conditions and culture
and the ability to offer attractive compensation packages.
If the Company cannot keep its key workers and/or cannot adequately replace any leaver, this may impact the ability
of the Company to progress its planned mining activities. In such an event, the Company’s expected results of
operations may be adversely affected.
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 18 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 number of people employed by the Group at the date of signing is as follows:
Male
No.
Female
No.
Total
No.
Directors
5
-
5
Management
5
1
6
Employees
4
3
7
14
4
18
Principal risks and uncertainties (continued)
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 19
Events after the reporting date
On 10 July 2024 the Company announced that it had conditionally raised £2,100,000 (before expenses) pursuant
to a placing of 53,000,000 new ordinary shares at a price of 4 pence per Ordinary Share. The issuance of those
shares was subsequently approved by shareholders at a General Meeting on 29 July 2024. The shares were
admitted to trading on 1 August 2024.
On 11 July 2024 the Company announced that that Australia's largest tin producer Metals X Limited had
completed an on-market purchase of 60,000,000 existing ordinary shares at a price of 4 pence per share from
Clara Resources Limited. As part of the acquisition, the Company invited Metals X to nominate two directors to
the First Tin board. Therefore, Brett Smith, Executive Director of Metals X Limited, and Peter Gunzburg, Chairman
of Metals X Limited, joined the board, effective 11 July 2024. As such, Clara's board representative Mr. Nicholas
Mather stepped down as a Non-Executive Director. In addition, Metals X Limited agreed to subscribe for
11,500,000 ordinary shares in the Company in the placing. As a result, Metals X Limited holds approximately
23% of the current issued share capital of the Company.
On 28 August 2024 the Company announced that Ms Catherine Apthorpe and Mr Ingo Hofmaier had given notice
of their intention to step down as Non-Executive Directors of the Company at the end of third quarter, effective
30 September 2024. Following the announcement of Metals X Limited's strategic stake in the Company and
the appointment of its two representatives on 11 July 2024, the Board was being re-sized to better reflect the
next stage of the Company's development. Pursuant to these changes the Board has decided to simplify its
governance structure for the next financial year. As such, matters dealt with by both the Remuneration and
Nomination Committee and the ESG Committee will be assumed by the Board, the Audit and Risk Committee
shall remain in situ, Ross Ainger will chair the Committee and Bill Scotting will be a member. This simplified
structure will remain under review until such time that the Board deems it appropriate to revisit the requirement
for additional separate committees, in line with the Company’s development.
On 28 October 2024, the Company announced a placing of 133,333,334 million ordinary shares at 6 pence per
share, raising £8 million before expenses. At the date of signing of the financial statements the placing is
conditional upon shareholder approval at a General Meeting convened on 19 November 2024.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 20
S172 statement
The directors of the Company, as those of all UK companies, must act in accordance with a set of general duties.
These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:
‘A director of a company must act in the way they consider, in good faith, would be most likely to promote the
success of the company for the benefit of the shareholders as a whole and, in doing so have regard (amongst
other matters) to:
• the likely consequences of any decisions in the long-term;
• the interests of the company’s employees;
• the need to foster the company’s business relationships with suppliers, customers and others;
• the impact of the company’s operations on the community and environment;
• the desirability of the company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between members of the company.’
Shareholders
First Tin seeks to develop a broad investor base with those who share our values and are supportive of our
strategy. Engagement with shareholders is a key element to this objective and is achieved through various ways.
Besides engaging through the Company’s Annual General Meeting and through publication of full and half-year
financial results, Directors and members of the executive team, supported by the Company’s broker and Investor
Relations advisors, engage with investors directly, mainly through regulatory news, press releases and other
publications, as well as presentations and investor talks.
Employees
Our current and future success is underpinned by our ability to engage, motivate and adapt our workforce.
Creating the right environment for employees where their various strengths are recognised and their contributions
are valued, helps to ensure that we can deliver our shared objectives. During the period, internal communications
and reporting lines remained a focus and while the number of employees reduced during the period, employees
were kept informed of all the workstreams across the Company and helped to raise key issues with directors and
executives.
Customers
First Tin is in the process of developing its assets. However, understanding our future customers and even their
customers and what matters to them is of paramount importance to the Company. A comprehensive knowledge
of the tin market, product applications, end users and delivery of this resource in a clean and ethical manner is
at the core of First Tin’s corporate values.
Suppliers
We have long-standing, close relationships with our suppliers, service providers and consultants and are in
regular contact with them. Fostering good business relationships with key stakeholders including suppliers is
important to the Company’s success and we are committed to acting ethically and with integrity in all business
dealings and relationships.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 21
S172 statement (continued)
Communities and environment
First Tin is committed to utilising industry best practices and achieving the highest standards of environmental
management and safety. The Company also seeks and maintains positive relationships with its local communities
and endeavour to continuously assess and monitor environmental impact, promote internally and apply industry
best practices for environmental management and safety.
Tellerhäuser
Social:
The Life of Mine Plan (LOMP) was submitted to the mines-authority on 25 May 2023. The mines authority
provided the plan to 21 public stakeholders for official statements. Saxore is currently revising the LOMP to
incorporate reasonable additional requirements of the stakeholders. Saxore has voluntarily published the plan to
the public on the company’s website, to provide specific information for those who are not entitled to participate
directly in the permitting process.
The Life of Mine Plan (necessary to start mining under German law) requires an Environmental Impact
Assessment (EIA) as mandatory for projects with significant impacts. A social impact assessment is not
required by law. But undertaking an E(S)IA, even if not required by law, can improve the acceptance and
likelihood of approval of the Project. German legislation describes the required content of the E(S)IA report and
includes details of investigations and evaluations to determine the energy demand; type and amount of raw
materials and resources used and expected residues, emissions and waste.
Mining has a complex relationship with society, but Saxore assume that it has also various positive socio-
economic effects that can be expected with the start of ore mining.
The Environmental and Social review has not identified any permitting, environmental or social fatal flaws or red
flags from the desk-top review of environmental and social data in the provided reports. However,
understanding that this project is still in the early stages of development, there are areas where more work is
required to bring the project up to international guidelines and best practice compliance. There are also issues
identified that could impact Project schedules and budget.
The citizens of the community have been informed about the project plan in a townhall meeting. Questions about
truck traffic, the effects on deep wells and possible radiation pollution were discussed with lively participation.
Due to the early stage of the project, it was agreed to inform more specifically in further events. It was
announced that a citizens' initiative would be founded to organize the dialogue.
Saxore committed a feasibility study considering alternative routes for the expected truck traffic. The logistic
study has been carried out and the outcome was discussed with the citizens’ initiative this year. Further events
regarding potential impacts on water and radiation are scheduled on a regular basis.
With the start of mining at the Tellerhäuser Project, several positive impacts regarding socio-economic aspects
are expected. Besides employees working directly for the project, approximately 3 times the number of jobs are
expected to be indirectly created in the region. It is Saxore’s intention to educate its employees and grow its
talents in collaboration with regional training institutes. A community and stakeholder public relations work
programme for the construction, operational and closure phases will be established. Hence, a strengthening of
the regional economic structure is expected.
Further to this, the development of expertise in various sectors such as geology, mining, processing technology
and environmental protection is also expected.
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FOR THE PERIOD ENDED 30 JUNE 2024
Page 22
S172 statement (continued)
The development of the project could result in an improvement in the local infrastructure, for example, road
construction, development of the railway station and/or network expansion is possible.
Saxore engages with the local population, to alleviate any possible fears and to create trust. In a social
management plan, we will use diverse formats to guarantee an open and transparent communication and
negotiation with local government, businesses and residents. The instruments and tools we plan to use include:
• Public information events (for example citizens' meetings, local council meetings)
• Field visits together with responsible authorities (for example with the mining authority or water authority)
• Release a website and constantly update it, as well as company sites on social media platforms
• Local print media and press releases
Environmental:
A preliminary Environmental Impact Assessment has been conducted at Tellerhäuser. The result was that no
full Environmental Impact Assessment is necessary, as no applicable thresholds have been exceeded according
to EIA law. The decision was gazetted by the mines authority on 17 March 2023.
A biotope and flora mapping including an area of 33 ha was finalised in 2019 and updated in 2024. No strictly
protected flora species have been identified within the affected project area. A protected moss species is inside
the mapped area but outside the planned land use. In the mapped area 7 protected biotopes have been detected.
Only two protected biotopes (0.06 ha) are directly affected by land use. For these areas mitigation and
compensation measures are necessary that will be described in the accompanying landscape preservation plan
to be finalised end of 2024. A linear, strictly protected biotope (creek with riparian vegetation) is crossing the
project area but is not affected by the project. A buffer zone of ten metres to the biotope is observed.
Several species groups have been surveyed in specific studies between 2019 and 2024. That includes avifauna,
amphibian/reptile fauna, lepidoptera, mammals and macrozoobenthos. The monitoring will be finalised in
September 2024.
As strictly protected species (according to habitat directive, CD 92/43/EEC) the hazel dormouse (only nest-
building, no individual) and five bat species have been detected in the project area. Further species with
“threatened” status have been identified. These will be managed by compensation and preventive measures
close to the project area. Measures for animals protected by the habitat directive are described in a special
species protection statement, which has been finalised but not yet published. For the “threatened” species
mitigation and compensation measures will be described in the accompanying landscape preservation plan to be
finalised end of 2024.
The clearing of wood in the project area will be compensated by forestation of open land areas in Saxony. Saxore
already identified enough compensation areas for submitting the LOMP.
No special protected areas, FFH-habitats, special areas of conservation, nature protection or landscape
protection areas, etc. are affected by the project. The same applies to drinking water and ground water protection
areas. The project area is within a flood source area. For construction of the surface infrastructure in this area
Saxore must apply for an exception.
Between 2019 and 2023 a surface water survey was carried out twice a year as baseline study for local water
quantity and quality. A ground water flow model was finalised in 2023 to simulate the impact of mine dewatering
to the environment. According to the results of the groundwater modelling there is no impact on the surface water
system, and hence to nature protection areas is expected. No water from the natural local water system will be
used for the mine.
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Page 23
S172 statement (continued)
To obtain permission to discharge mine water into the local catchment area a list of 64 substances/parameters
has been prepared by Saxore and agreed by the water authority according to the German Surface Water Directive
and the EU Water Framework Directive. As a result, five substances (arsenic, iron, manganese, radium, uranium)
must be treated in a water treatment plant in order to be discharged without causing pollution. The remaining
sludge will be backfilled underground and immobilised. The final agreement with the water authority on the
discharge parameters will be settled in 2024.
Another environmentally relevant aspect to be considered is radon. The local geological background causes an
elevated radiological concentration compared to the German average. For this reason, radon expansion
modelling was carried out in the area of the planned portal in the Kunnersbach valley and the ventilation shafts
as these pathways to the surface for radon. The modelling has shown that the annual additional radon dose to
the population from any emissions from the mine is insignificant in these areas.
The project area is within an archeologically relevant region (mining history). All excavation work in the topsoil
will be monitored by a state archaeological team during future construction work. This may impact construction
work.
Dust, noise and vibration studies have been done and no impact on the local inhabitants is expected due to the
distance of the mine site from populated areas.
No red flags have been identified to date.
Taronga
Social:
Stakeholder consultation is ongoing. Community meetings were held with near neighbours and the broader
community, newsletters have been distributed and a number of local events were attended or sponsored during
the period.
All interactions to date have been generally positive with strong support from most of the local community and
First Nations people, and interest in employment opportunities. Issues raised by nearby landholders relate to
potential noise, dust and vibrations, and we are working towards alleviating these issues and ensuring
compliance with all regulations. The local council is very supportive of the project.
Environmental:
The Environmental Impact Statement is currently in preparation and expected to be completed early in 2025.
The scoping study and request for SEARs (planning secretary’s environmental assessment requirements) was
lodged on 5th August 2024 and SEARs were received on 4th September 2024.
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Page 24
S172 statement (continued)
Environmental baseline studies were ongoing throughout the period with the following work in progress:
• Water Supply: Water balances have been undertaken for both surface and underground water sources.
Maximum groundwater requirements (assuming zero surface water is available) is around 17 litres per
second. Two bores have been installed within 1.3km of the proposed processing plant site and pump
testing has commenced in September 2024. It is anticipated that these bores, combined with surface
water runoff, will be sufficient to supply all of the mine water requirements. A detailed groundwater
model is currently being prepared and optimisation of the site wide water balance (surface water and
groundwater) is underway.
• Site Layout: The site layout has been finalised subject to an additional water storage dam being
designed as part of the site wide water balance optimisation. A Road Safety Audit has been completed
to identify the need for any off site road improvements.
• Mine Camp: Discussions with the Glen Innes Severn council are continuing for use of the Glen Innes
airport area as a mine camp.
• Material Characterisation: All testwork has been completed and a report is in preparation. The
material being mined is generally non-acid forming to low capacity potentially acid forming. Some
metals and other elements may be leachable and hence water diversions and catchments have been
designed to ensure no waste or process water is discharged.
• Biodiversity: Surveys are ongoing. Several endangered species have been identified and mitigation
measures are being planned to ensure any threats are minimised and offset areas are being put aside
to mitigate long term effects and satisfy all legislative and statutory requirements.
• Traffic and Transportation: Studies, including traffic counts on public roads, have been undertaken and
are ongoing in some areas. No major issues are anticipated at this stage.
• Heritage: Two separate walk-overs by First Nations people have been undertaken and only two minor
artefacts have been located. An additional walk-over of areas not previously covered is planned.
• Soil and Land Capability: This study has been largely completed and it has shown that there is no
biophysical strategic agricultural land (BSAL) affected by the proposed project.
• Surface Water: Surface water monitoring has been underway for over 12 months and monitoring is
continuing. Water is generally slightly alkaline apart from one sample site that is mildly acidic. Elevated
levels of sulphate, arsenic, zinc and fluoride are observed. A site wide water balance model is currently
being optimised and flooding risks assessed.
• Groundwater: Groundwater monitoring has been underway for over 12 months and monitoring is
continuing. Water is alkaline apart from two bores that are slightly acidic. Elevated levels of sulphate,
arsenic, manganese, iron and fluoride are observed. A groundwater model is currently being prepared
to inform the assessment and groundwater impacts and approvals for production bores.
• Air Quality: This is currently being assessed and will include a separate assessment of greenhouse gas
emissions in accordance with NSW and Commonwealth requirements and targets.
• Noise: This is currently being assessed.
• Blasting and Vibration: This is currently being assessed.
• Hazards: A preliminary Hazards Analysis is being prepared to assess the transport and storage of
blasting agents.
• Human Health Assessment: This is planned to be undertaken once the air quality and Noise and vibration
studies are complete.
• Social Impact Assessment: Assessment is continuing (see above).
• Estimated Development Cost: The estimated development cost (EDC) has been assessed as part of the
DFS. This will be formalised as per the SEARs and NSW Government requirements.
• Economics: An assessment of the economic impacts of the project is planned once all other studies
are complete.
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FOR THE PERIOD ENDED 30 JUNE 2024
Page 25
S172 statement (continued)
Climate Considerations
First Tin has a policy of minimising its greenhouse gas emissions and to this end, has decided to have a behind
the meter power supply consisting of a 10MW solar farm supported by an 8MW gas powered generator and a
single 2MW diesel generator for emergency back-up only.
In order to take full advantage of solar power, it has been decided to only crush rock (the single largest power
draw at the mine-site) during daylight hours. This has the added benefit of minimising noise during the night.
These initiatives are estimated to result in a saving of around 14,780t CO
2
per year compared with using Grid
power.
A full analysis of greenhouse gas emissions is currently being undertaken as part of the Air Quality assessment
for the EIS.
Offset Areas
First Tin currently owns approximately 25km
2
of Freehold land around the project area.
Studies are currently underway on the areas not required for mine infrastructure to assess their environmental
significance and value as offset areas.
It is likely that much of this area has a high environmental value as much of it has not been affected by previous
mining or farming activities. It is proposed to set aside much of this area in perpetuity as an environmental
conservation area.
Permitting
A Mining Lease application (MLA 642) has been applied for over the mineralisation and all required site
infrastructure. This triggered the “Right to Negotiate” process with Native Title holders.
No Native Title was registered within the required time frame and the Right to Negotiate process is now
considered to be complete as per notification from the Mining, Exploration and Geoscience division of the
Department of Regional NSW.
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.
The Company has held preliminary meetings with Department of Regional NSW, including the Mining,
Exploration and Geoscience division and Resources Regulator, to outline the status of exploration and
preliminary mine planning and will hold further meetings with the Department as part of the Mine Development
Panel process. A draft Scoping Report was issued post period end on 24 July 2024 with representatives of the
Biodiversity, Conservation and Science Division (BCS) of the NSW Department of Climate Change, Energy, the
Environment and Water. No further matters were raised and as noted above, the Scoping Report and request for
SEARs was formally lodged on 5 August 2024. We have been in contact with the local parliamentary
representatives and have held meetings with Glen Innes Severn Council to inform them of our plans and progress
and seek preliminary input into local issues requiring consideration. The route for mining permissions in NSW is
well regulated and specified and we have followed all required protocols to date and intend to continue to do so.
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STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 26
S172 statement (continued)
Business conduct
As explained in more detail in the Corporate Governance section on pages 31 to 35, values and culture are an
integral part of our strategy and the Board strives to promote a culture based on high business conduct standards.
Acting fairly as between members of the Company
Having assessed all necessary factors, and as supported by the processes described above, the Directors
consider the best approach to delivering on the Company’s strategy. This is done after assessing the impact on
all stakeholders and is performed in such a manner so as to act fairly as between the Company’s shareholders.
This report was approved by the Board on 30 October 2024 and signed on its behalf by:
W. Scotting
Chief Executive Officer
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ESG REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 27
Our vision
A conflict-free source of tin through sustainable, professional, responsible, and regulated mining.
Values
Integrity
• Do what is right.
• Do what we say we will do.
• Be inclusive.
Respect
• For the environment.
• For our employees (including their health, safety and wellbeing).
• For the local communities in which we operate.
Performance
• For delivering outcomes to progress the green and technological revolutions.
• For enhancing the community.
• For a return to our shareholders.
Global responsibility
• Assisting in the transition to a “greener future”.
• Managing our impacts at every stage of development and production.
Our priorities
Safety
A core value; we aim for a fatality, injury and illness free workplace.
Minimising our CO2 footprint
From an early stage of our mine project; utilising renewable energy supply and electrification options for future
mine equipment wherever possible.
Minimising our environmental footprint
Through identification and implementation of “leave-no-trace solutions” wherever possible.
Ethical and respectful
Behaviour that is built on a transparent relationship with local communities and their culture and laws.
Recruitment and materials
Source and hire locally wherever possible.
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Page 28
Positive legacy
Prepare to leave a positive legacy for the local environment.
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 legitimate First Nations land claimants for the land plot that
partially overlaps where the northern and southern pit mineralisation are;
• Support locals through two dedicated internship positions that will offer training opportunities for mining
industry relevant positions, on a rotating basis;
• Inclusive employment policies that encourage diversity and gender balance;
• Investigate the options to share water supply from our purchased water allocation rights with the local
community, subject to the outcome of the water bores and exploration results;
• Investigate the options to supersize the intended solar power generation plant in order to achieve a low, or
even CO
2
-free, energy footprint; and
• Plan a tree planting initiative based on the recommendations of local experts and Glen Innes 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;
• Develop a policy for a professional training/apprenticeship program to support locals to qualify as
potential future employees;
• Investigate the options to supply the future Tellerhäuser mine with renewable energy in order to achieve
a low, or even CO
2
-free, energy footprint. Identify the potential use for the geothermal heat that we can
extract out of the to-be-pumped and treated ground water;
• Support the technology development for low CO
2
, or CO
2
-free, tin smelting and refining options as co-
financier of a study at the local university; and
• Integrate electrical driven equipment as one option into our DFS.
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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
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Page 29
First Tin is committed to extracting resources responsibly and sustainability is at the core of the Group’s
development programme and aspirations for future operations.
Governance arrangements in relation to assessing and managing climate-related risks and opportunities
The Audit and Risk Committee is responsible for reviewing and monitoring the suitability and effectiveness of the
Company’s risk management policies and processes. Since the Group’s IPO during April 2022 the Audit and
Risk Committee approved a risk management framework which includes a risk appetite statement and risk
register which identifies and analyses the main risks of the Group along with the mitigations to those risks
(appropriate to the current stage of the Group’s development). On the recommendation of the Audit and Risk
Committee the Board formally reviewed the risk management framework during the period. The Board is
responsible for ensuring that environmental and climate related issues are incorporated into all aspects of the
Group’s development as well as assessing the Group’s internal controls to demonstrate and record conformity
with the Group’s stated environmental goals which can be reviewed in the ESG Report on pages 27 to 28.
Processes for identifying, assessing and managing climate-related risks are integrated into the entity’s
overall risk management process
Given the relatively early stage of the development of the Group’s assets the Directors have elected to not make
a detailed disclosure in this regard. The Group has appropriate governance structures and procedures in place
to identify risks and implement further risk management procedures as its assets are developed. Currently the
Group operates from two corporate offices, with no operational tin production activity. As such Scope 1, Scope 2
and Scope 3 greenhouse gas (GHG) emissions are not produced and climate-related risks are minimal. Future
risks are actively assessed as part of the feasibility studies of both Projects. The Company expects to further
develop the risk management framework during the course of 2025, with implementation occurring during the
course of 2026 and 2027, at which point it is anticipated the Taronga asset will enter the early stages of
production.
Principal climate-related risks and opportunities arising in connection with the entity’s operations
At this relatively early stage of the development of the Group’s assets the Directors have elected to not make a
detailed disclosure in this regard as specific climate-related risks and opportunities will be defined further into the
development programme. However, during the period the Group has paid particular attention to the potential
climate-related issues concerning water, soil, biodiversity, waste, and clean air. The Group has conducted
detailed analysis around the use of renewable energy for the Taronga project, culminating in the proposal to
install a solar energy facility, which is estimated will generate 53% of the site’s power requirements and save
around 14,700 tonnes of CO
2
. The Definitive Feasibility Study published for Taronga in May 2024 details the
current environmental legislation that the Group will need adhere to in the context of climate-related risks and
opportunities, however the Directors remain cognisant of the ever-changing regulatory landscape. An
Environmental Impact Statement (EIS) is being prepared for the regulatory approval process for the Taronga
project. As such, the Group expects to further formalise its views in this regard during the course of 2025 and
2026 with implementation occurring during the course of 2026.
Time periods by reference to which those risks and opportunities are assessed
The Group’s risk management framework is reviewed at least twice annually which the Board feels is appropriate
at this stage of the development programme. However, the framework is fluid and might be analysed, adapted
and expanded more frequently as First Tin moves towards being a sustainable tin producer. As noted in the
ESG Report (pages 27 to 28) the Group will identify and implement ‘leave no trace’ solutions wherever possible,
including potentially utilising renewable energy supply, screenings, and electrification options for future mine
equipment. Pursuant to the completion of the Environmental Impact Statement for Taronga, which is anticipated
during Q1 2025, the Company expects to formalise the risk management framework in this regard, with
implementation occurring during the course of 2026.
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Page 30
Actual and potential impacts of the principal climate-related risks and opportunities on the entity’s
business model and strategy
At this stage of the development of the Group’s assets the Directors have elected to not make a detailed
disclosure in this regard as the impact of climate related risks and opportunities will be defined further into the
development programme. The Group is developing stringent environmental controls and procedures in place to
minimise and mitigate its impact on land, water, air quality, climate, and biodiversity and complies with the
requirements of all applicable legislation, regulation, and rules in countries of its operation. As noted above, the
Group has conducted detailed analysis around the use of renewable energy for the Taronga project, culminating
in the proposal to install a solar energy facility, which is estimated will generate 53% of the site’s power
requirements and save around 14,700 tonnes of CO
2
.
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 2 to 3 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 are driving significant future demand for tin, creating an exciting opportunity for First Tin
and its ability to deliver a sustainable answer to the anticipated global tin supply shortage. The decision to invest
in solar energy for Taronga is expected to provide economic and supply benefits in an uncertain future energy
supply environment, as well a reduction in the project’s CO
2
emissions.
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 27 to 28) the Group will identify and implement ‘leave no trace’ solutions wherever
possible and endeavour to minimise First Tin’s CO
2
footprint from an early stage, as evidenced by the selection
of solar as part of the Taronga energy supply mix. The Company expects to formalise its views in this regard
during the course of 2025 with formal implementation occurring during the course of 2026.
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 Company expects to formalise its views in this regard during the course of 2025
and implement such KPI’s during the course of 2026 and 2027 as Taronga is expected to move into production.
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CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
Page 31
The Company is managed under the direction and supervision of the Board of Directors. Among other things, the
Board sets the vision and strategy for the Company in order to effectively implement the Company’s business
model which is to become a global tin producer supplying fully traceable and verifiable tin units into global
industries with high tin requirements.
Good corporate governance creates shareholder value by improving performance while reducing or mitigating
risks that the Company faces as we seek to create sustainable growth over the medium to long-term. It is my role
as Chairman to lead the Board effectively and to oversee the adoption, delivery and communication of the
Company’s corporate governance model.
The Listing Rules require all companies admitted to the Standard Segment of the FCA’s Official List to adopt and
comply with a recognised corporate governance code. In this regard, the Board has adopted the Quoted
Companies Alliance Corporate Governance Code (the “Code”). It was decided that the Code was more
appropriate for the Company’s size and stage of development than the more prescriptive Financial Reporting
Council’s UK Corporate Governance Code. The narrative that follows sets out in broad terms how we comply
with the Code at this point in time and we will provide annual updates to the report going forward.
Principle 1: Establish a strategy and business model which promote the long-term value for
shareholders
In the short to medium term First Tin plans to establish sustainable tin mining and processing from its two flagship
assets, the Taronga Project in New South Wales, Australia and the Tellerhäuser project in Saxony, Germany.
By developing these advanced hard rock tin projects in the Tier 1 jurisdictions of Australia and Germany, First
Tin will support the global energy transition and digital transformation by supplying critically needed compliant
and verifiable tin into the electric vehicle, renewable energy and semi-conductor supply chains.
By virtue of its expanding exploration portfolio and resource base, First Tin is also developing a range of options
for longer term growth in tin supply and shareholder value.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Company is committed to listening and communicating openly with its shareholders to ensure that its
strategy, business model and performance are clearly understood. Understanding what analysts and investors
think about us, and in turn, helping these audiences understand our business, is a key part of driving our business
forward and we actively seek dialogue with the market. We do so via retail and institutional investor roadshows,
attending and presenting at investor conferences, meeting with independent investment analysts and financial
journalists and our regular reporting.
The Directors actively seek to build a relationship with institutional shareholders. The Chief Executive Officer
(“CEO”) and other Directors will make presentations to institutional shareholders and analysts from time-to-time
in part to listen to their feedback and have a direct conversation on any areas of concern. The Board as a whole
is kept informed of the views and concerns of major shareholders by briefings from the CEO. Any significant
investment reports from analysts will be circulated to the Board. The Non-Executive Chairman is also available
to meet with major shareholders if required to discuss issues of importance to them.
The Annual General Meeting (“AGM”) is one forum for dialogue with shareholders and the Board. The Notice of
Meeting is sent to shareholders at least 21 clear days before the AGM. The Chair of the Board and all Committee
Chairs, together with all other Directors, will routinely attend the AGM and are available to answer questions
raised by shareholders. For each vote, the number of proxy votes received for, against and withheld is announced
at the meeting. The results of the AGM will subsequently be published on the Company’s website.
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CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
Page 32
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for
long-term success
Engaging with all our stakeholders strengthens our relationships and helps us make better business decisions to
deliver on our commitments. The Board is regularly updated on wider stakeholder engagement to stay abreast
of stakeholder insights into the issues that matter most to them and our business, and to enable the Board to
understand and consider these issues in decision-making. Some examples of stakeholders aside from our
shareholders are the nearby communities to our projects, our potential future customers and our suppliers. The
Board therefore closely monitors and reviews the results of the Company’s engagement with those groups to
ensure alignment of interests.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout
the organisation
Financial controls
The Company’s Audit and Risk Committee comprises Ross Ainger (Chairman) and Bill Scotting. The Audit and
Risk Committee meets as often as required and at least twice a year. The Audit and Risk Committee’s main
functions include reviewing the effectiveness of internal control systems and risk assessment, overseeing the
Company’s relationship with the external auditors, including making recommendations to the Board in relation to
the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their
independence, objectivity, effectiveness and qualifications.
The Audit and Risk Committee also monitors the integrity of the financial statements of the Company and Group,
including its annual and interim reports and any other formal announcement relating to financial performance.
The Audit and Risk Committee considers the nature, scope and results of the auditors’ work and reviews, and
can develop and implements policies on the supply of non-audit services that are provided by the external
auditors where appropriate. The Audit and Risk Committee focuses particularly on compliance with legal
requirements, accounting standards and the relevant Listing Rules and ensuring that an effective system of
internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving
the annual report and accounts remains with the Board. The identity of the Chairman of the Audit and Risk
Committee is reviewed on an annual basis and the membership of the Audit and Risk Committee, and its terms
of reference are kept under review. The Audit and Risk Committee Chairman is considered to be an independent
Non-Executive Director and no member has links with the Company’s external auditors.
Standards and policies
The Board is committed to maintaining appropriate standards for all the Group’s business activities and ensuring
that these standards are set out in written policies where appropriate. The Board acknowledges that the Group’s
international operations may give rise to possible claims of bribery and corruption. In consideration of the UK
Bribery Act the Board reviews the perceived risks to the Group arising from bribery and corruption to identify
aspects of the business which may be improved to mitigate such risk. The Board has adopted a zero-tolerance
policy toward bribery and has reiterated its commitment to carry out business fairly, honestly and openly. The
Company has a share Dealing Code, in conformity with the requirements of the Listing Rules for Companies and
the Market Abuse Regime (MAR) and ensures compliance by the Board and senior staff with the terms of the
code. In summary, the code stipulates that those covered by it should: not deal in any securities of the Company
unless prior written notice of such proposed dealings has been given to the Board and written clearance received
from the Board; not purchase or sell any securities of the Company in the 30 days immediately preceding the
announcement of the Company’s half-yearly or annual results; not use another person, company or organisation
to act as an agent, or nominee, partner, conduit or in another capacity, to deal in any securities on their behalf
where that third person would breach obligations under this paragraph; and immediately inform the Board of any
dealings in the Company’s shares.
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CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
Page 33
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout
the organisation (continued)
Standards and policies (continued)
All material contracts are required to be reviewed and signed by a Director of the Company and reviewed by our
external counsel.
The Company has a social media policy. The objective of the policy is to minimise the risks to the Company
through use of social media. The policy deals with the use of all forms of social media, all social networking sites,
internet postings, the Company’s website, non-regulatory news feeds and blogs. It applies to use of social media
for business purposes as well as personal use that may affect the Company in any way. The policy covers all
employees, officers, consultants, contractors, interns, casual workers and agency workers.
Principle 5: Maintain the Board as a well-functioning, balanced team led by the chair
The Board comprises the Non-Executive Chairman, one Executive Director and three Non-Executive Directors.
The Board is satisfied that it has a suitable balance between governance on the one hand, and knowledge of the
Company on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are
encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.
The Chairman holds update meetings with each Director to ensure they are performing as they are required.
During the financial year to 30 June 2025, at least 4 Board meetings will take place (8 Board meetings were held
during the financial period to 30 June 2024). Key Board activities in the coming year will include: the review of
the progress of the environmental work and permitting; review and approval of drilling programmes at Taronga
to convert inferred resources to indicated, measured; review and approval of site preparation at Taronga; review
and development of the long-term strategy of the Group; review and approval of the annual plan and budget;
assessing any potential acquisition candidates and received take-over offers, as the case might be; the continued
open dialogue with the investment community; to consider our financial and non-financial policies; to discuss the
Company’s capital structure and financial strategy, including capital investments, funding and shareholder
returns; to discuss internal governance processes; to review the Company’s risk management system and profile;
and to review feedback from shareholders post full and half year results. The Company has effective procedures
in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests
of its Directors, and changes to these commitments and interests must be reported to and, where appropriate,
agreed with the rest of the Board.
Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills
and capabilities
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and
experience, including in the areas of mining, mineral processing, commodity markets, ESG, corporate finance
and capital markets. All Directors receive regular and timely information on the Company’s operational and
financial performance. Relevant information is circulated to the Directors in advance of meetings.
The Board makes decisions regarding the appointment and removal of Directors and there is a formal, rigorous
and transparent procedure for appointments. The Company’s Articles of Association require that: any Director
who has held office at the time of the three previous AGMs and who did not retire at either of them must retire
from office and may offer him or herself for re-election by the shareholders; and that any new Directors appointed
during the year must stand for election at the AGM immediately following their appointment.
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at
the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company
Secretary and Legal Counsel.
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CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
Page 34
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous
improvement
The Company is constantly assessing the individual contributions of each of the members of the Board and
executive team to ensure that: their contribution is relevant and effective, that they are committed and where
relevant, they have maintained their independence. Over the next 12 months we intend to continue to review the
performance of the team as a unit to ensure that the members of the Board collectively function in an efficient
and productive manner.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is
essential to maximise shareholder value. With regard to the structure and size of the Company, the Board is
confident the ethical values are being adhered to through multiple ways. Many employees are members of
professional bodies and/or are educated to a very high academic level. Having a relevant professional degree
and being a member in good standing of the professional body aligns with the culture the Company cultivates to
obtain its objectives. The Company will only meet its objectives if all its employees are ethical, fair and transparent
in their dealings with our stakeholders. The feedback of the Company’s clients of their relationship with every
member of the Company is requested to assist the Company in reinforcing its corporate culture.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good
decision-making by the Board
The Board meets at least four times each year in accordance with its scheduled meeting calendar. The Board
sets direction for the Company through a formal schedule of matters reserved for its decision. Prior to the start
of each financial year, a schedule of dates for that year’s four Board meetings is compiled to align as far as
reasonably practicable with the Company’s financial calendar while also ensuring an appropriate spread of
meetings across the financial year. This may be supplemented by additional meetings as and when required.
During the financial year to 30 June 2025, the Board will meet for at least four scheduled meetings.
The Board receive appropriate and timely information prior to each meeting; a formal agenda is produced for
each meeting, and Board and committee papers are expected to be distributed well before meetings take place.
Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any
Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in
the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such
meetings are agreed by the Board or relevant committee and then followed up by the Company’s management.
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters
reserved to the Board. It is responsible for overall Group strategy; approval of major investments; approval of the
annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to key
business risks and reviews the annual budgets and their performance in relation to those budgets. There is a
clear division of responsibility at the head of the Company. The Chairman is responsible for running the business
of the Board and for ensuring appropriate strategic focus and direction. The CEO is responsible for proposing
the strategic focus to the Board, implementing it once it has been approved and overseeing the management of
the Company through the executive team.
The Board is supported by the Audit and Risk Committee. The Committee has access to such resources,
information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge
its duties.
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CORPORATE GOVERNANCE STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 35
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue
with shareholders and other relevant stakeholders
The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year
announcements, the AGM, RNS announcements, EGM’s as required, and one-to-one meetings with large
existing or potential new shareholders. A range of corporate information (including all Company announcements
and presentations) is also available to shareholders, investors and the public on the Company’s corporate
website, www.firsttin.com. The Board receives regular updates on the views of shareholders through briefings
and reports from the CEO and the Company’s brokers. The Company communicates with institutional investors
frequently through briefings with management. In addition, analysts’ notes and brokers’ briefings are reviewed to
achieve a wide understanding of investors’ views. The Company will also communicate to individual investors
and private client brokers, investor roadshows and presentations at investor conferences.
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FIRST TIN PLC
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) COMMITTEE REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 36
During the period there were three members of the ESG Committee. Ross Ainger chaired the Committee and
the other members were Ingo Hofmaier and Charlie Cannon Brookes. Each member of the Committee was a
Non-Executive Director, Ross Ainger and Ingo Hofmaier were deemed to be independent by the Board. It was
intended that the ESG Committee met at least twice a year and the Committee is responsible for ensuring that
the ESG policy and practices are a core consideration across all functions of the Company. The chair reported
to the Board after each Committee meeting and has attended each Annual General Meeting of the Company,
either in person or virtually.
In the period between 1 January 2023 and 30 June 2024 the Committee met three times, with all members in
attendance.
The ESG Committee has ensured that the Company has an effective and appropriate ESG policy and practices
in place, allowing for the implementation of a principle based and stakeholder focused ESG strategy. The Board
will continue to ensure that the appropriate guidance, governance and oversight is provided to management in
order to help facilitate the effective delivery of the projects in Germany and Australia with environmental, social
and governance considerations at the core of the Company’s decision making process.
Duties of the ESG Committee
Regular reviews
Review the Company’s operations to ensure that the environment and making a positive contribution to society,
is incorporated in all aspects of the Company’s development and the Company’s stated responsibilities with
respect to environmental, social and ESG policy. Conduct an assessment of the Company’s internal controls
used to demonstrate and record conformity with the Company’s stated ESG goals. The Committee has reviewed
its own performance, constitution and terms of reference and make recommendations to the Board about any
matters arising. Furthermore, the Committee has kept abreast of external trends or regulatory changes that may
be relevant to the Company and its operations and understand shareholders’ views and expectations with regards
to ESG matters and take account thereof.
Recommendations to the Board
The Committee made recommendations to the Board with regards to changes to the Company’s existing
environmental, occupation, health & safety and policies and practices that it sees fit to ensure that the Company’s
commitment to these is maintained and demonstrated. During the financial period ending 30 June 2024 the
Committee assisted the Board with the introduction of high level, internal KPIs for management to allow the
Company to assess its activities with respect to its stated goals and the method of monitoring and reporting on
those KPIs. Such practices are proportionate to the stage of development of the Company’s assets and will
continue to be developed and reviewed as appropriate.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) COMMITTEE REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 37
Meetings
The Committee met during March 2023, October 2023 and March 2024 and focused on the following topics.
During the period, the Committee:
• Formalised a standardised ESG vision and key messages statement;
• The ESG vision and key messages were adopted by the Board as part of the Company’s ESG Policy;
• Made recommendations to the Board on both environmental and social KPI’s for management;
• Gave consideration to shareholder expectations and values in developing its ESG vision for the future;
• Gave consideration to recognised ESG standards and policies that may become appropriate to adopt as
the Company moves from development to operational in the future: and
• Considered asset specific future ESG initiatives which included the potential use of electric vehicles and
solar farms.
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FIRST TIN PLC
AUDIT AND RISK COMMITTEE REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 38
During the Period there were three members of the Audit and Risk Committee. Ingo Hofmaier chaired the
Committee and the other members were Ross Ainger and Catherine Apthorpe. Each member of the Committee
was a Non-Executive Director and all were deemed to be independent by the Board. It is intended that the Audit
and Risk Committee meets at least twice a year and the Committee is responsible for ensuring that the
Company’s financial performance is properly monitored and reported and for providing oversight of the
Company’s risk management and system of internal controls. The chair reports to the Board after each
Committee and will attend each Annual General Meeting of the Company.
In the period between 1 January 2023 and 30 June 2024 the Committee met five times, with all members in
attendance.
The Audit and Risk committee plays a vital role at First Tin by ensuring that the Company has effective and
appropriate risk management and internal control systems, backed up by comprehensive financial, governance
and reporting functions. The chair ensures that the Audit and Risk Committee provides the appropriate guidance,
governance and oversight to management in order to identify and manage risks, helping to facilitate the effective
delivery of the Projects in Germany and Australia.
Duties of the Audit Committee
Internal control and risk assessment
The Committee assists the Board in discharging its duty to ensure that the financial statements presented by the
Company to its shareholders conform with all legal and regulatory requirements and that the Company and its
subsidiaries’ financial reporting and internal control policies and procedures for the identification, assessment
and reporting of risks are adequate, by keeping such matters under review and making appropriate
recommendations to the Board.
Risk identification and assessment
The Committee advises the Board on the Company’s risk strategy, risk policies and current risk exposures;
overseas the implementation and maintenance of the overall risk management framework and systems; reviews
the Company’s risk assessment processes and capability to identify and manage new risks; and reviews the
effectiveness of the Company’s IT systems and procedures.
External audit
The Committee considers and makes recommendations to the Board regarding the appointment and
reappointment of the Company’s external auditor, as well as any questions relating to their resignation or removal.
The Committee oversees the relationship with the external auditor, including, but not limited to, the approval of
their remuneration and terms of engagement, whether in relation to audit or non-audit services, and annually
assesses the auditor’s independence, objectivity, qualifications, expertise, resources and effectiveness. The
Audit Committee meets the external auditor at least twice a year and reviews the findings of the audit.
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AUDIT AND RISK COMMITTEE REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 39
Financial statements
The Committee monitors the integrity of the financial statements of the Company, including the annual and interim
reports, preliminary results announcements and any other formal announcement relating to its financial
performance. It reviews any significant financial reporting issues and judgments, and challenges, where
necessary, and the Company’s financial statements before submission to the Board. The Committee keeps under
review the consistent application of accounting policies and practices on a year-to-year basis, and across the
Company.
Meetings
The Committee meets prior to the annual audit with the external auditor to discuss the audit plan and again prior
to the publication of the annual results. These meetings are attended by the external audit partner, Chair of the
Committee, the Financial Advisor to the Board and the Company Secretary. Additional formal meetings are held
as necessary.
During the period the Committee met during January 2023, April 2023, September 2023, January 2024 and
March 2024 and focused on the following topics:
• met with the external auditor and discussed their audit report and audit plan for the financial period to 30
June 2024;
• approved the publication of the annual and half-year financial results and interim twelve-month results
during the calendar year 2023;
• as part of the annual report preparation made a going concern assessment of the Company and the Group
and discussed future financing requirements with management;
• considered and approved the annual review of internal controls, including relevant policies;
• reviewed the risk register and discussed the same with management and defined the risk appetite the
Board is willing to accept;
• decided that due to the size and nature of the operation, there was not a current need for an internal audit
function; and
• assessed the independence of the auditor and approved their fees for audit-related services.
Whistleblowing
The Company has a whistleblowing policy in place which sets out the formal process by which an employee of
the Group may, in confidence, raise concerns about possible improprieties in financial reporting or other matters.
Anti-bribery
The Company has an anti-bribery and anti-corruption policy which sets out its zero-tolerance position and
provides information and guidance to employees on how to recognize and deal with bribery and corruption issues.
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FIRST TIN PLC
AUDIT AND RISK COMMITTEE REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 40
External auditor
The Committee considered the independence and effectiveness of the external auditor. The Annual Report 2024
is the third year Crowe U.K. LLP has been auditing and Leo Makin has been the audit partner for the same period.
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FIRST TIN PLC
REMUNERATION AND NOMINATIONS COMMITTEE REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 41
During the period there were three members of the Remuneration and Nominations Committee. Ingo Hofmaier
chaired the Committee and the other members were Ross Ainger and Catherine Apthorpe. Each member of the
Committee was a Non-Executive Director, and all were deemed to be independent by the Board. It was intended
that the Remuneration and Nomination Committee met at least twice a year.
In the period between 1 December 2023 and 30 June 2024 the Committee met four times, with all three members
in attendance.
Duties of the Remuneration and Nominations Committee
Regular reviews
The Remuneration and Nominations Committee is responsible for assisting the Board in relation to the
appointment of members to the Board and of “C-level” Senior Management, including, without limitation, the Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Human Resources officer (to the
extent that the Company has or requires such positions), and for the review of the performance of such persons.
Reviewing the time required from a Non-Executive Director and whether each Non-Executive Director is spending
enough time to fulfil his or her duties, reviews comparable compensation data to ensure that Directors and “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,
identifying and recommending suitable candidates for appointment to the Board or “C-level” Senior Management
positions, recommending policies, procedures and an organisational design to improve corporate performance
and governance board diversity, ensuring that related policies and procedures, once adopted, are implemented
such that the performance of each member of the Board and of “C-level” Senior Management is reviewed and
assessed each year in accordance with the procedures and policies.
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FIRST TIN PLC
REMUNERATION AND NOMINATIONS COMMITTEE REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 42
Recommendations to the Board
The Committee undertakes to make recommendations to the Board about plans for an orderly succession of the
Chairman and Non-Executive Directors and a formal, rigorous and transparent procedure to be used by them.
The Committee also considers and recommends, if appropriate, the reappointment of any Non-Executive Director
at the conclusion of their specified term of office or under the retirement by rotation provisions in the Company’s
Articles of Association. The Committee considers and makes recommendations on the membership of the Audit
and Risk Committee, the Remuneration Nominations Committee and the Environmental, Social and Corporate
Governance Committee in consultation with the Chairmen of those Committees. The Committee may also, at any
time, recommend to the Board the appointment of additional Non-Executive Directors and any Executive
Directors (if such are considered to be appropriate).
Meetings
The Committee met in March, September, October and November 2023 with all members in attendance. The
focus of the discussions during the meeting and work undertaken during the year was:
• To consider whether each committee member is spending enough time to fulfil his or her duties. Looking
at the time spent, being at least 2 days a month, the Committee agreed that time commitments seem to
be in line with market practice and that the increased demand in early 2023 was due to specific
circumstances and proposed appointments during the year;
• To review compensation studies to ensure Directors are being adequately remunerated. It was noted that
the directors of First Tin currently draw less than the average of comparable companies listed in London.
In light of the Company’s weak share price performance and a focus on carefully managing the Company’s
cash position the Committee believes the current remuneration is appropriate and suggested fees should
remain as is for now;
• A Board competency and skills matrix was created and adopted by the Board;
• Pursuant to the resignation of Seamus Cornelius as a Non-Executive Director of First Tin, the Committee
considered the appointment of Ross Ainger in September 2023. The decision was taken to appoint Ross
Ainger as his replacement, effective from September 2023 and pursuant to an orderly handover of
responsibilities;
• Pursuant to the resignation of Thomas Buenger as CEO of First Tin, the Committee considered the
appointment of a new CEO in November 2023. The decision was taken to appoint Bill Scotting as his
replacement, effective from January 2024 and pursuant to an orderly handover of responsibilities;
• Further consideration given to the appointment of a Senior Independent Director based in London, from
among the existing Non-Executive Directors, although not yet determined; and
• To review and make recommendations to the Board on discretionary bonus payments to management
during the year. Noting that none were paid during the period.
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FIRST TIN PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 43
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 6
December 2024.
Policy table
Remuneration
element
Purpose and link to
strategy
Criteria
Performance conditions
and cost
Base salary
To provide fixed
remuneration to:
• help recruit and retain key
individuals; and
• reflect the individual’s
experience, role, rank and
contribution within the
Company.
The Board takes into
account a number of factors
when setting salaries,
including:
• the scope and complexity
of the role;
• the skills and experience
of the individual;
• salary levels for similar
roles within the industry;
• pay elsewhere in the
Company.
Salaries are reviewed, but
not necessarily increased,
annually.
The current base salaries of
the Directors can be found
in the Directors’
Remuneration section.
The Board retains discretion
to make higher increases in
certain circumstances, for
example, following an
increase in the scope and/or
responsibility of the role or
the development of the
individual in the role or by
benchmarking.
Other benefits
To provide a basic benefits
package, in order to help
recruit and retain key
individuals.
The Company may provide
the Executive Director and
management as well as
employees with accident
insurance, pension
insurance and similar
benefits in line with legal
requirements in the
jurisdiction of employment
of the respective employee.
The expense of providing
the benefit
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FIRST TIN PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 44
Policy table (continued)
Remuneration
element
Purpose and link to
strategy
Criteria
Performance conditions
and cost
Annual bonus
To incentivise and reward
the achievement of annual
financial, operational and
individual objectives which
are key to the delivery of the
Company’s short-term
strategy.
At present no annual bonus
is paid to the Executive
Director. The Board will
review this during the
financial year to 30 June
2025.
None.
Share option
plan
• To incentivise and reward
the creation of long-term
shareholder value.
• To align the interests of
the eligible employees with
those of shareholders.
• To help recruit and retain
key individuals.
Under the terms of the
share option plan (the
“Share Option Plan”), the
Remuneration and
Nominations Committee
may issue options over
shares up to 10% of the
issued share capital of the
Company from time to time.
The Executive Director,
employees and certain
consultants are eligible for
awards.
None
Directors’ remuneration (audited)
The table below sets out the Directors’ remuneration and fees:
Performance
Share
related
based
Basic fees
bonus
payments
Total
£
£
£
£
2024
Mr W. A. Scotting
75,000
-
-
75,000
Mr C. Cannon Brookes
52,500
-
-
52,500
Mr R. G. J. Ainger
36,964
-
-
36,964
Mr T Buenger
282,809
-
-
282,809
Mr S I Cornelius
30,000
-
-
30,000
Mr I Hofmaier
67,500
-
-
67,500
Ms C Apthorpe
60,000
-
-
60,000
Mr N Mather
40,385
-
-
40,385
645,158
-
-
645,158
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FIRST TIN PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 45
Directors’ remuneration (audited) (continued)
Performance
Share
related
based
Basic fees
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
Pension arrangements (audited)
There were no pensions or other similar arrangements in place with any of the Directors during the periods ended
30 June 2024 or 31 December 2022.
Payments to past Directors (audited)
No payments were made to past directors in the periods ended 30 June 2024 or 31 December 2022.
Directors’ interests (audited)
The Directors held the following interest in the share capital of the Company either directly or beneficially as at
30 June 2024:
No.
ordinary
Percentage
shares
of issued
2024
shares
No.
%
Clara Resources Australia Limited
1
60,000,000
22.56%
Arlington Group Asset Management Ltd
2
23,016,667
8.67%
W A Scotting
500,000
0.19%
1
Mr N Mather is a director of Clara Resources Australia Limited
2
Mr C. Cannon Brookes is a beneficial owner of Arlington Group Asset Management Ltd
The Directors have no interest in share options either directly or beneficially.
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FIRST TIN PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 46
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.
Percentage change in Directors’ remuneration
There was no change in basic salary for the Directors in place during the current and prior periods. Accordingly,
no table has been presented.
Relative importance of the spend on pay (unaudited)
The table below shows the Group’s expenditure on employee pay compared to distributions to shareholders:
2024
2022
£
£
Distribution to shareholders
-
-
Total employee pay
2,340,045
1,265,440
This report was approved by the Board on 30 October 2024 and signed on its behalf by:
C Cannon Brookes
Director
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FIRST TIN PLC
BOARD OF DIRECTORS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 47
William (Bill) Scotting
Chief Executive Officer
Bill is an internationally experienced CEO, Director, senior executive, and consultant with over 35 years’
experience in globally leading companies, primarily related to metals and mining. Previous roles include Head of
Corporate Development at copper producer, Aurubis; CEO of zinc producer, Nyrstar; CEO of ArcelorMittal’s
Mining division; Head of Strategy and Head of Performance Enhancement at ArcelorMittal; Metallurgist at BHP;
Consultant at McKinsey & Company and CRU International. Bill has an MBA (with Distinction) from Warwick
Business School in the UK, and a B.Sc. (Metallurgy) from the University of Newcastle in NSW, Australia, where
he was awarded the Australasian Institute of Metals Prize for Metallurgy. He was a member of the World
Economic Forum Global Advisory Council for Mining & Metals from 2010-2012.
Charles Cannon Brookes
Non-Executive Chairman
Charles is an Executive Director and Chief Investment officer of Duke Capital Limited and is focused on deal
origination, due diligence, execution and monitoring as well as UK plc responsibilities. He has over 20 years
investment experience and has advised and sat on the boards of several different funds, trusts and other publicly
traded investment companies. Prior to Duke, he owned and was the CIO of Arlington Group Asset Management
Limited which acted as the UK based, FCA regulated investment management company to the Arlington Special
Situations Fund. Earlier in his career Charles worked at Jupiter Asset Management, ABN Amro and Barclays
de Zoete Wedd.
Ross Ainger
Independent Non-Executive Director
Ross has worked as in independent corporate consultant since January 2020, advising public, private and FCA
Authorised and Regulated firms on a variety of different mandates. He previously worked at Arlington Group
Asset Management, a commodities focused investment management, corporate finance, and advisory business;
Merrill Lynch Investment Managers; Deutsche Bank and Reuters.
Brett Smith
Non-Executive Director
Brett has served on the board of private mining and exploration companies and has over 32 years international
experience in the engineering, construction and mineral processing businesses. He is Executive Director and
Deputy Chairman of Hong Kong listed company APAC Resources Limited, Executive Director of MetalsX Limited
and Hong Kong listed company Dragon Mining Limited and a Non-executive Director of ASX listed companies
Prodigy Gold NL and Tanami Gold NL.
Peter Gunzburg
Non-Executive Director
Peter has over 20 years’ experience acting as a public company director, stockbroker and investor. He has
previously been a director of BARD1 Life Sciences Limited, Resolute Ltd, Australian Stock Exchange Ltd, Eyres
Reed Ltd, CIBC World Markets Australia Ltd and Fleetwood Corporation Ltd. He is currently Chairman of MetalsX
Limited.
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FIRST TIN PLC
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 48
The directors present their report and the consolidated financial statements for the 18 month period ended 30
June 2024.
Principal activities
The Company owns two advanced tin projects, one in Germany and one in Australia, and is seeking to bring both
projects into production in order to be able to deliver a sustainable answer to the material supply issues faced by
industrial tin consumers.
The Company’s aim is to become a global tin producer supplying fully traceable and verifiable tin units into global
industries with high tin usage needs.
Results and dividends
No ordinary dividends were paid during the period. The directors do not recommend payment of a final dividend.
Directors
The Directors who served throughout the year and up to the date of signing of the annual report were as follows:
W. A. Scotting (appointed 1 January 2024)
C. Cannon Brookes
C. J. Apthorpe (resigned 30 September 2024)
I. Hofmaier (resigned 30 September 2024)
N. Mather (resigned 11 July 2024)
R. G. J. Ainger (appointed 6 September 2023)
T. Buenger (resigned 31 December 2023)
S. I. Cornelius (resigned 6 September 2023)
B. R. Smith and P. L. Gunzburg were appointed as directors on 11 July 2024.
Directors’ renumeration
The Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 43 to 46.
Directors’ and Officers’ Indemnity Insurance
The Group has Directors’ and Officers’ liability insurance in place which provides cover against liabilities arising
against them in that capacity.
Substantial shareholders
The Company has been notified of the following interests of 3 per cent. or more in its issued share capital as at
30 October 2024:
No.
ordinary
Percentage
shares
holding
Metals X Limited
73,500,000
23.07%
Baker Steel Capital Managers LLP
44,128,014
13.85%
Arlington Group Asset Management Ltd
34,976,669
10.98%
Lau Sheung Man
12,623,611
3.96%
Janus Henderson
12,000,000
3.77%
Sparta AG
11,666,667
3.66%
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FIRST TIN PLC
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 49
Share capital
The Company’s shares as at 30 June 2024 comprised 265,534,972 Ordinary shares of £0.001 each. The shares
have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not
confer any rights of redemption.
Streamlined Energy and Carbon Reporting
The Streamlined Energy and Carbon Reporting (“SECR”) Regulations require quoted companies and large
unquoted companies that have consumed more than 40,000 kilowatt-hours (kWh) of energy in the reporting
period to include energy and carbon information within their Directors’ Report. The Group do not currently
exceed this threshold and are therefore exempt from the SECR reporting requirements in this Annual Report.
Events after the reporting period
On 10 July 2024 the Company announced that it has conditionally raised £2,100,000 (before expenses pursuant
to a placing of 53,000,000 new ordinary shares at a price of 4 pence per Ordinary Share. The issuance of those
shares was subsequently approved by shareholders at a General Meeting on 29 July 2024. The shares were
admitted to trading on 1 August 2024.
On 11 July 2024 the Company announced that that Australia's largest tin producer Metals X Limited had
completed an on-market purchase of 60,000,000 existing ordinary shares at a price of 4 pence per share from
Clara Resources Limited. As part of the acquisition, the Company invited Metals X to nominate two directors to
the First Tin board. Therefore, Brett Smith, Executive Director of Metals X Limited, and Peter Gunzburg, Chairman
of Metals X Limited, joined the board, effective 11 July 2024. As such, Clara's board representative Mr. Nicholas
Mather stepped down as a Non-Executive Director. In addition, Metals X Limited agreed to subscriber for
11,500,000 ordinary shares in the Company in the placing. As a result, Metals X Limited holds approximately
23% of the current issued share capital of the Company.
On 28 August 2024 the Company announced that Ms Catherine Apthorpe and Mr Ingo Hofmaier had given notice
of their intention to step down as Non-Executive Directors of the Company at the end of third quarter, effective
30 September 2024. Noting that following the announcement of Metals X Limited's strategic stake in the
Company and the appointment of its two representatives on 11 July 2024, the Board was being re-sized to better
reflect the next stage of the Company's development. Pursuant to these changes the Board has decided to
simplify its governance structure for the next financial year. As such, matters dealt with by both the Remuneration
and Nomination Committee and the ESG Committee will be assumed by the Board, the Audit and Risk Committee
shall remain in situ, Ross Ainger will chair the Committee and Bill Scotting will be a member. This simplified
structure will remain under review until such time that the Board deems it appropriate to revisit the requirement
for additional separate committees, in line with the Company’s development.
On 28 October 2024, the Company announced a placing of 133,333,334 million ordinary shares at 6 pence per
share, raising £8 million before expenses. At the date of signing of the financial statements the placing is
conditional upon shareholder approval at a General Meeting convened on 19 November 2024.
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
evaluation period and this, in turn, depends on the availability of external funding.
At 30 June 2024, the Group had cash balances of £1.3 million. On 10 July 2024 the Company raised £2.1 million
(before expenses) by way of a placing of 53 million new ordinary shares at a price of 4 pence per share.
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FIRST TIN PLC
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 50
Going Concern (continued)
On 28 October 2024, the Company announced a placing of 133,333,334 million ordinary shares at 6 pence per
share, raising £8 million before expenses. This will provide sufficient working capital for 15 months from the date
of signing of these financial statements, based on financial projections prepared by the Directors. At the date of
signing of the financial statements the placing is conditional upon shareholder approval at a General Meeting
convened on 19 November 2024. Therefore, until the placing becomes unconditional pursuant to shareholder
approval, this represents a material uncertainty that may cast significant doubt on the Group’s ability to continue
as a going concern. However, the Company has obtained signed undertakings from shareholders representing
172,868,250 ordinary shares in the Company, equating to 54.27% of the current issued share capital, to vote in
favour of the resolutions published in the Notice of General Meeting on 31 October 2024. The Directors believe
this provides a significant mitigation to the going concern risk.
Accordingly, these financial statements have been prepared on the going concern basis and do not reflect any
adjustments that would be required to be made if they were to be prepared on a basis other than the going
concern basis.
Directors’ responsibilities statement
The Directors are responsible for preparing the annual report and the consolidated financial statements in
accordance with applicable law and regulations. Company law requires the directors to prepare the Group and
the Company financial statements for each financial year. Under that law the directors have elected to prepare
the Group financial statements in accordance with UK adopted International Accounting Standards and elected
to prepare the Company financial statements under United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards including FRS 101 Reduced Disclose Framework) and applicable law.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group
for that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures
disclosure and explained in the financial statements;
• prepare the Strategic Report, Directors’ Report and Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Group and the Company. They have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and the Company and to prevent and detect fraud and other
irregularities.
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FIRST TIN PLC
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
Page 51
Website publication
The Directors, who were in office at the date of approval of this report, confirm that, so far as they are aware,
there is no relevant audit information of which the Company’s auditor is unaware and that they have taken all
reasonable steps to make themselves aware of any relevant audit information and to establish that the
Company’s auditor is aware of that information.
The Directors are responsible for preparing the financial statements in accordance with the Disclosure and
Transparency Rules (“DTR”) of the United Kingdom’s Financial Conduct Authority and with International Financial
Reporting Standards as adopted by the United Kingdom.
The Directors confirm to the best of their knowledge that:
• the financial statements have been prepared in accordance with the relevant financial reporting framework
and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and
the Company; and
• the Strategic Report and Directors’ Report include a fair review of the development and performance of the
business and the financial position of the Group and the Company, together with a description of the principal
risks and uncertainties that it faces; and
• the annual report and financial statements, taken as a whole, are fair, balanced, and understandable and
provide the information necessary for shareholders to assess the Group’s position, performance, business
model and strategy.
Annual General Meeting
The Company’s Annual General Meeting will be held on 6 December 2024 at 12.00pm at 1
st
Floor, 47/48
Piccadilly, London, W1J 0DT.
On behalf of the Board on 30 October 2024.
C Cannon Brookes
Director
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INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FIRST TIN PLC
Page 52
Opinion
We have audited the financial statements of First Tin PLC (the “Parent Company”) and its subsidiaries (the
“Group”) for the period ended 30 June 2024, which comprise:
• the consolidated statement of comprehensive income;
• the consolidated and Company statements of financial position;
• the consolidated statements of cash flows for the year then ended;
• the consolidated and Company statements of changes in equity; and
• the notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is
applicable law and UK-adopted International Accounting Standards (UK IAS). The financial reporting framework
that has been applied in the preparation of the Parent Company financial statements is applicable law and United
Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework
(United Kingdom Generally Accepted Accounting Practice).
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s
affairs as at 30 June 2024 and of the Group’s loss for the period then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted
International Accounting Standards;
• the Parent Company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice;
• the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the Group and the Parent Company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 3.1 in the financial statements, which indicates that the Group needs to raise additional
capital to fully develop its business plan. The ability of the Group and the Parent Company to continue as a going
concern is subject to a material uncertainty to the equity funding, which is conditional on shareholder approval.
These events or conditions, along with other matters as set forth in Note 3.1, indicate that a material uncertainty
exists that may cast significant doubt on the Group and the Parent Company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
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INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FIRST TIN PLC
Page 53
Material uncertainty related to going concern (continued)
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the Group’s and Parent Company’s ability to continue to adopt the going concern basis of
accounting included the following:
• We confirmed our understanding of the Group’s going concern assessment process. We have obtained
and reviewed the Board’s paper setting out the going concern assessment and examined supporting
financial projections;
• We assessed the appropriateness of the approach, assumptions and arithmetic accuracy of the model
used by management when performing their going concern assessment;
• We discussed with management the quantum and timing of the future fund raises, we also obtained
appropriate supporting evidence regarding progress of fundraising activities;
• 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; and
• We assessed the adequacy of the disclosures made in the financial statements.
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 (31 December 2022 £300,000), 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 (31 December 2022: £100,000) 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. Performance materiality was set at 70% of materiality for the financial
statements as a whole, which equate to £210,000 (31 December 2022: £210,000) for the group and £70,000 (31
December 2022: £70,000) 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 (31 December 2022:
£9,000). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was
required on qualitative grounds.
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INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FIRST TIN PLC
Page 54
Overview of our audit approach (continued)
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. We reviewed the work of the local audit team remotely and communicated with the team and local
management on a regular basis. The audit of the Company and Taronga Mines Pty Limited was conducted from
the UK. All Group companies were within the scope of our audit testing.
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.
In addition to the matter described in the material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report. This is
not a complete list of all risks identified by our audit.
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INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FIRST TIN PLC
Page 55
Key audit matter
How the scope of our audit addressed the key audit
matter
Valuation of intangible assets
The carrying value of intangible
assets comprise of the exploration
and evaluation (E&E) assets.
At the reporting date the carrying
value of the Group’s E&E assets
were £35.97 million (31 December
2022: £27.37 million), as detailed in
note 13 to the financial statements.
There is a risk that costs are
capitalised which do not meet the
criteria set out within IFRS 6. There
may also be evidence of impairment
to the carrying value of exploration
and evaluation assets.
As part of our risk assessment, we
determined that the carrying value of
the asset is the core asset for the
valuation of the Group and
impairment assessment requires the
use of judgment and estimates which
are likely give rise to significant risk.
We confirmed and assessed the existence and the
design effectiveness of control around the approval of
capitalised expenditure and management’s impairment
assessment for exploration and evaluation assets.
For a sample of cost capitalised we validated the costs
incurred were correctly measured and appropriately
allocated to the mining projects.
We reviewed management’s assessment which
concluded that there are no facts or circumstances that
suggest that there are any indicators of impairment of the
asset or that the recoverable amount is less than the
carrying value.
In considering this assessment, we reviewed the
following sources of evidence:
• The right to explore the area and the validity of the
exploration licence;
• board minutes, budgets and other operational plans
setting out the Group’s current plans for the
continued commercial appraisal of the mining
development assets;
• current and forward metal prices; and
• current plans and intentions for the asset with
management.
Based on the above audit procedures, we consider the
accounting for the intangible assets and the related
valuations of the intangible assets to be reasonable and
in line with our expectations. We also reviewed the
related disclosures in the notes to the financial
statements for compliance with accounting standards
and consistency with the results of our work, with no
matters arising.
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INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FIRST TIN PLC
Page 56
Key audit matter
How the scope of our audit addressed the key audit
matter
Carrying value of investments and
intercompany receivables – Parent
Company
The carrying value of investments in
subsidiaries in the financial
statements of the Parent Company
was £19.19 million (2022: £19.19
million) and long-term receivable
from subsidiaries was £26.92 million
(2022: £15.5 million), are detailed in
note 5, note 6 and note 7.
Management considered the
recoverability of the investments as
at year end to determine if there are
indicators that may suggest the asset
is impaired.
Impairment assessments require
significant judgement and there is a
risk that the valuation of the assets
may be incorrect, and any potential
impairment charge.
We obtained and assessed the management’s
impairment assessment of investments in subsidiaries
and long-term receivables. We challenged Management
on their aggregated carrying amount is more than the
Company’s market capitalisation, which is an indication
of impairment. Our procedures included:
• Obtained and reviewed the recoverable amount,
which is determined by the economic net present
value (NPV) model;
• Verified the accuracy of the key assumption of the
underlying data prevailing metal pricing and
discount rate used in the assessment model;
• Tested the model for arithmetic accuracy;
• Performed sensitivity analysis to the economic NPV
model with varying long term forecast metal pricing
and discount rate;
Based on the work performed, we concurred with
management’s assessment that the asset is not impaired
and considered the associated disclosures to be
appropriate.
Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole.
They were not designed to enable us to express an opinion on these matters individually and we express no such
opinion.
Other information
The directors are responsible for the other information contained within the annual report. The other information
comprises the information included in the annual report, other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we
are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
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INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FIRST TIN PLC
Page 57
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion based on the work undertaken in the course of our audit
• the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the directors’ report and strategic report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns;
or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 50, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent
Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FIRST TIN PLC
Page 58
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing
on those laws and regulations that have a direct effect on the determination of material amounts and disclosures
in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006
and Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud,
to be the override of controls by management. Our audit procedures to respond to management override risks
included enquiries of management about their own identification and assessment risk of irregularities, testing a
risk-based selection of journals, reviewing accounting estimates for biases, assessing the accounting treatment
of non-routine transactions, corroborating amounts and balances recognised to supporting documentation on a
sample basis and ensuring accounting policies are appropriate under IFRS’s and applicable law.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
material misstatements in the financial statements, even though we have properly planned and performed our
audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot
be expected to detect non-compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may
involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions,
collusion or the provision of intentional misrepresentations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by Board on 31 March 2022 to audit the financial statements for the year ending 31 December
2022. Our total uninterrupted period of engagement is 3 years covering the periods ended 31 December 2021 to
30 June 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and the Parent Company in conducting our audit. No other
non-audit services were provided to the Group or the Parent Company.
Our audit opinion is consistent with the additional report to the audit committee.
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INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FIRST TIN PLC
Page 59
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members
those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's
members as a body, for our audit work, for this report, or for the opinions we have formed.
Leo Malkin
Senior Statutory Auditor
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
30 October 2024
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FIRST TIN PLC
Page 60
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2024
Period | Year | ||
ended | ended | ||
30 Jun | 31 Dec | ||
Note | 2024 | 2022 | |
£ | £ | ||
Administrative expenses | ( | ( | |
Operating loss | 6 | ( | ( |
Finance income | 8 | ||
Finance costs | 9 | ( | ( |
Loss before tax | ( | ( | |
Income tax expense | 10 | ||
Loss for the period | ( | ( | |
Other comprehensive (loss)/income | |||
Exchange differences on translation of foreign | |||
operations | ( | ||
Other comprehensive (loss)/income for the period | ( | ||
Total comprehensive loss for the period | ( | ( | |
Total comprehensive loss attributable to the equity holders of the company | ( | ( | |
Basic loss - pence per share | 11 | ( | ( |
Diluted loss - pence per share | 11 | ( | ( |
The Notes on pages 65 to 88 form an integral part of these Consolidated Financial Statements.
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FIRST TIN PLC
REGISTERED NUMBER: 07931518
Page 61
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
30 Jun | 31 Dec | ||
Note | 2024 | 2022 | |
£ | £ | ||
Non-current assets | |||
Intangible assets | 13 | ||
Property, plant and equipment | 15 | ||
Current assets | |||
Trade and other receivables | 16 | ||
Cash and cash equivalents | |||
Current liabilities | |||
Trade and other payables | 17 | ( | ( |
Net current assets | |||
Total assets less current liabilities | |||
Net assets | |||
Capital and reserves | |||
Called up share capital | 20 | ||
Share premium account | 20 | ||
Merger relief reserve | 21 | ||
Warrant reserve | 21 | ||
Retained earnings | 21 | ||
Translation reserve | 21 | ( | |
Shareholders’ funds |
The Notes on pages 65 to 88 form an integral part of these Consolidated Financial Statements.
Company number: 07931518
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024
The Notes on pages 65 to 88 form an integral part of these Consolidated Financial Statements.
Merger | |||||||
Share | Share | relief | Warrant | Retained | Translation | Total | |
capital | premium | reserve | reserve | earnings | reserve | equity | |
£ | £ | £ | £ | £ | £ | £ | |
At 1 January 2023 | |||||||
Loss for the period | ( | ( | |||||
Other comprehensive loss for the period | ( | ( | |||||
Total comprehensive loss | ( | ( | ( | ||||
for the period | |||||||
At 30 June 2024 | ( |
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
The Notes on pages 65 to 88 form an integral part of these Consolidated Financial Statements.
Merger | |||||||
Share | Share | relief | Warrant | Retained | Translation | Total | |
capital | premium | reserve | reserve | earnings | reserve | equity | |
£ | £ | £ | £ | £ | £ | £ | |
At 1 January 2022 | ( | ( | |||||
Loss for the year | ( | ( | |||||
Other comprehensive income | |||||||
for the year | |||||||
Total comprehensive loss | |||||||
for the year | ( | ( | |||||
Transactions with owners: | |||||||
Capital reduction | ( | ||||||
Issuance of shares (net of issuance costs) | |||||||
Shares issued to acquire | |||||||
Taronga | |||||||
Share-based payments | ( | ||||||
Total transactions with owners | |||||||
At 31 December 2022 |
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2024
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Cash flows from operating activities | ||
Operating loss | ( | ( |
Adjustments to reconcile loss before tax to net | ||
cash flows: | ||
Depreciation of tangible assets | ||
Loss on disposal of tangible assets | ||
Share-based payment expense | ||
Decrease/(increase) in trade and other receivables | ( | |
(Decrease)/increase in trade and other payables | ( | |
Cash used in operations | ( | ( |
Interest paid | ( | ( |
Net cash flows used in operating activities | ( | ( |
Cash flows from investing activities | ||
Purchase of intangible fixed assets | ( | ( |
Receipt of government grants | ||
Purchase of property, plant and equipment | ( | ( |
Cash acquired on acquisition of Taronga | ||
Interest received | ||
Net cash flows used in investing activities | ( | ( |
Cash flows from financing activities | ||
Proceeds from issue of shares | ||
Share issuance costs | ( | |
Net cash flows generated | ||
from financing activities | ||
Net (decrease)/increase in cash | ( | |
Cash and cash equivalents at beginning of period | ||
Exchange loss on cash and cash equivalents | ( | ( |
Cash at the end of period |
The Notes on pages 65 to 88 form an integral part of these Consolidated Financial Statements.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 65
1.
General Information
The Company is a public company limited by shares, incorporated in England and Wales
Companies Act 2006. The Company’s registered address is First Floor, 47/48 Piccadilly, London, England,
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 UK listed parent
company.
3.
Material accounting policy information
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FOR THE PERIOD ENDED 30 JUNE 2024
Page 66
3.
Material accounting policy information (continued)
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FOR THE PERIOD ENDED 30 JUNE 2024
Page 67
3.
Material accounting policy information (continued)
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FOR THE PERIOD ENDED 30 JUNE 2024
Page 68
3.
Material accounting policy information (continued)
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FOR THE PERIOD ENDED 30 JUNE 2024
Page 69
3.
Material accounting policy information (continued)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 70
3.
Material accounting policy information (continued)
3.12
Taxation (continued)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 71
3.
Material accounting policy information (continued)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 72
3.
Material accounting policy information (continued)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 73
5.
Segmental analysis
In the opinion of the Board of Directors the Group has one operating segment, being the exploitation of
mineral rights.
Period | Year | |
ended | ended | |
30 June | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Germany | 8,847,849 | 6,824,224 |
Australia | 28,554,656 | 22,133,076 |
37,402,505 | 28,957,300 |
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Depreciation | 74,211 | 20,597 |
Expenses relating to short-term leases | 144,411 | 90,914 |
Share-based payment expense (Note 12) | - | 707,100 |
IPO and acquisition related costs | - | 737,040 |
Auditor’s renumeration: | ||
Fees payable to the Company’s auditor for the audit of the Company and consolidated | ||
financial statements | 96,000 | 62,000 |
Fees payable to the Company’s auditor for Other services: Other transaction work | - | 218,000 |
Review of interim accounts | - | 5,500 |
Total auditor’s renumeration | 96,000 | 285,500 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 74
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Wages and salaries | 2,060,861 | 1,124,086 |
Social security costs | 202,185 | 104,671 |
Pension costs | 76,999 | 36,683 |
2,340,045 | 1,265,440 | |
Amount capitalised as intangible asset | (1,597,588) | (791,342) |
Total staff cost recognised in the profit | ||
and loss | 742,457 | 474,098 |
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
No. | No. | |
Management and administration | 11 | 11 |
Geology and environment | 7 | 12 |
Average number of staff employed | ||
by the Group | 18 | 23 |
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Bank interest receivable | 130,236 | - |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 75
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Bank charges and other finance costs | 25 | 2,557 |
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Current tax | - | - |
Deferred tax | - | - |
- | - |
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Loss before taxation on continued operations | (3,033,055) | (3,242,946) |
Loss on before taxation multiplied by standard rate of UK corporation tax of 24% (2022 – 19%) | (727,933) | (616,159) |
Difference in overseas tax rate | (256,301) | (174,737) |
Expenses not deductible for tax | (170,217) | 257,155 |
Utilisation of losses brought forward | (82,213) | |
Effect of tax losses not recognised as deferred tax assets | 1,236,664 | 533,741 |
Total tax charge for the period | - | - |
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FOR THE PERIOD ENDED 30 JUNE 2024
Page 76
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
Loss for the period attributable to the ordinary | ||
equity holders of the Company (£) | (3,033,055) | (3,242,946) |
Basic loss per Ordinary share | ||
Weighted average number of Ordinary shares | ||
in issue | 265,534,972 | 231,872,871 |
Basic loss per Ordinary share (pence) | (1.14) | (1.40) |
Diluted loss per Ordinary share | ||
Weighted average number of Ordinary shares | ||
in issue | 265,534,972 | 232,112,833 |
Diluted loss per Ordinary share (pence) | (1.14) | (1.40) |
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 expired during the period ended 30 June 2024.
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 77
12.
Share-based payments (continued)
Share options and warrants (continued)
No. of | No. of | No. of | No. of | |
options | options | warrants | warrants | |
2024 | 2022 | 2024 | 2022 | |
Outstanding at beginning of period | 10,060,000 | 1,560,000 | 5,668,000 | 3,168,000 |
Granted during the period | - | 8,500,000 | - | 2,500,000 |
Expired during the period | (1,560,000) | - | (5,668,000) | - |
Outstanding at the end of the period | 8,500,000 | 10,060,000 | - | 5,668,000 |
Exercisable at the end of the period | 8,500,000 | 10,060,000 | - | 5,668,000 |
Weighted average exercise price (pence) | 33 | 30 | - | 26 |
Exercise | No. of | No. of | ||
price | Options | Options | ||
Grant date | Expiry date | pence | 2024 | 2022 |
4 March 2019 | 4 March 2023 | 13 | - | 1,560,000 |
6 April 2022 | 5 April 2025 | 33 | 8,500,000 | 8,500,000 |
8,500,000 | 10,060,000 | |||
Weighted average remaining contractual life of options | ||||
outstanding at the end of the period | 0.76 | 1.94 |
Exercise | No. of | No. of | ||
price | Options | Options | ||
Grant date | Expiry date | pence | 2024 | 2022 |
27 April 2021 | 9 April 2024 | 20 | - | 2,668,000 |
29 June 2021 | 9 April 2024 | 20 | - | 500,000 |
29 March 2022 | 6 April 2024 | 33 | - | 2,500,000 |
- | 5,668,000 | |||
Weighted average remaining contractual life of options | ||||
outstanding at the end of the period | - | 1.27 |
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. No options were granted during the period ended 30 June 2024. The fair value at
grant date is determined using the Black-Scholes model, which takes into account the following inputs:
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 78
12.
Share-based payments (continued)
Share options and warrants (continued)
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
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% |
Period | Year | |
ended | ended | |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
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 |
- | 707,100 | |
Recognised against share premium: | ||
Warrants issued in respect of broker services | - | 173,766 |
Shares issued in settlement of broker commission | - | 1,000,000 |
- | 1,173,766 | |
- | 1,880,766 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 79
Exploration | |
and | |
evaluation | |
assets | |
£ | |
Cost | |
At 1 January 2022 | 3,380,913 |
Additions | 5,288,557 |
Acquisition of Taronga | 18,558,503 |
Currency translation | 139,579 |
At 31 December 2022 | 27,367,552 |
Additions | 8,536,853 |
Government grants | (256,965) |
Currency translation | (678,765) |
At 30 June 2024 | 34,968,675 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 80
Name of company | Place of operation | Principal activity | Shareholding | |
Saxore Bergbau GmbH | Platz der Oktoberopfer 1A | Mineral exploration | 100% | |
(“Saxore”) | 09599 | Freiberg | ||
(incorporated in Germany) | Germany | |||
Taronga Mines Pty Ltd | 2 Glen Innes Road, | Mineral exploration | 100% | |
(incorporated in Australia) | Emmaville, NSW 2371 | |||
Australia | ||||
First Tin Australia Pty Ltd | 2 Glen Innes Road, | Dormant | 100% | |
(incorporated in Australia) | Emmaville, NSW 2371 | |||
Australia |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 81
Land & | Motor | Fixtures & | ||
Buildings | Vehicles | Fittings | Total | |
£ | £ | £ | £ | |
Cost | ||||
At 1 January 2022 | - | 38,803 | 37,797 | 76,600 |
Additions | 415,220 | 110,583 | 75,104 | 600,907 |
Acquisition of Taronga | 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 |
Additions | 847,609 | 18,801 | 169,203 | 1,035,613 |
Disposals | - | (30,755) | (7,967) | (38,722) |
Currency translation | (92,238) | (7,844) | (2,860) | (102,942) |
At 30 June 2024 | 2,115,351 | 131,246 | 308,598 | 2,555,195 |
Depreciation | ||||
At 1 January 2022 | - | 17,567 | 30,182 | 47,749 |
Charge for period | - | 9,334 | 11,263 | 20,597 |
Currency translation | - | 1,160 | 1,992 | 3,152 |
At 31 December 2022 | - | 28,061 | 43,437 | 71,498 |
Charge for period | - | 18,813 | 55,398 | 74,211 |
Disposal | - | (15,277) | (5,436) | (20,713) |
Currency translation | - | (991) | (2,640) | (3,631) |
At 30 June 2024 | - | 30,606 | 90,759 | 121,365 |
Net book value | ||||
At 30 June 2024 | 2,115,351 | 100,640 | 217,839 | 2,433,830 |
At 31 December 2022 | 1,359,180 | 122,983 | 106,785 | 1,589,748 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 82
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Prepayments and other receivables | 259,210 | 386,287 |
Recoverable value added taxes | 30,790 | 422,424 |
290,000 | 808,711 |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Trade payables | 691,493 | 761,512 |
Accruals | 404,016 | 949,004 |
Other payables | 57,669 | 94,782 |
1,153,178 | 1,805,298 |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Measured at amortised cost | ||
Cash and cash equivalents | 1,345,629 | 13,823,173 |
Trade and other receivables | 177,007 | 52,428 |
1,522,636 | 13,875,601 |
30 Jun | 31 Dec | |
2024 | 2022 | |
Liabilities measured at amortised | £ | £ |
cost | ||
Trade and other payables | 1,153,178 | 1,805,298 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 83
18.
Financial instruments (continued)
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Australian dollars | ||
Cash balances | 189,351 | 5,616,478 |
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Euro | ||
Cash balances | 446,286 | 4,973,867 |
30 Jun | 31 Dec | |
2024 | 2022 | |
Strengthened by 10% increase | £ | £ |
in post-tax loss | 57,786 | 962,765 |
Weakened by 10% decrease in post-tax | ||
loss | (70,625) | (1,176,716) |
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FOR THE PERIOD ENDED 30 JUNE 2024
Page 84
18.
Financial instruments (continued)
30 Jun | 31 Dec | |
2024 | 2022 | |
£ | £ | |
Due within 1 month | ||
Trade and other payables | 1,153,178 | 1,805,298 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 85
18.
Financial instruments (continued)
30 Jun | 31 Dec | |||
2024 | 2022 | |||
£ | £ | |||
Allotted, called up and fully paid share capital | ||||
265,534,972 | (2022: | 265,534,972) Ordinary shares of £0.001 each | 265,535 | 265,535 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 86
20.
Share capital and share premium (continued)
No. of | Share | Share | ||
shares | Capital | premium | Total | |
£ | £ | £ | ||
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) |
Balance at 31 December 2022 | ||||
and 30 June 2024 | 265,534,972 | 265,535 | 18,391,046 | 18,656,581 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 87
2024 | 2022 | |
£ | £ | |
Cash and cash equivalents | 1,345,629 | 13,823,173 |
Net funds | 1,345,629 | 13,823,173 |
Cash and | |
cash | |
equivalents | |
£ | |
Net funds | |
At 1 January 2022 | 2,503,714 |
Cash flows | 11,371,009 |
Currency translation | (51,550) |
At 31 December 2022 | 13,823,173 |
Cash flows | (12,389,745) |
Currency translation | (87,799) |
At 30 June 2024 | 1,345,629 |
23.
Ultimate controlling party
In the opinion of the Directors, there is no controlling party.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 88
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Page 89
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE PERIOD ENDED 30 JUNE 2024
Note
2024
2022
£
£
Non-current assets
Investment in subsidiaries
6
19,192,381
19,192,381
Long-term receivables
7
26,915,042
15,495,521
46,107,423
34,687,902
Current assets
Trade and other receivables
8
43,609
98,548
Cash and cash equivalents
1,087,803
12,295,992
1,131,412
12,394,540
Current liabilities
Trade and other payables
9
(165,441)
(350,914)
Net current assets
965,971
12,043,626
Total assets less current liabilities
47,073,394
46,731,528
Net assets
47,073,394
46,731,528
Equity
Called up share capital
11
265,535
265,535
Share premium account
11
18,391,046
18,391,046
Merger relief reserve
12
17,940,000
17,940,000
Warrant reserve
12
269,138
269,138
Retained earnings
12
10,207,675
9,865,809
Total equity
47,073,394
46,731,528
The Company made a profit in the period of £341,866 (2022: loss of £1,239,794).
The financial statements were approved by the Board of directors and authorised for issue on 30 October 2024
and are signed on its behalf by:
C Cannon Brookes
Director
Company number: 07931518
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024
The Notes on pages 92 to 99 form an integral part of these Company Financial Statements.
Share
Merger
Share
premium
relief
Warrant
Retained
Total
capital
account
reserve
reserve
earnings
equity
£
£
£
£
£
£
At 1 January 2023
265,535
18,391,046
17,940,000
269,138
9,865,809
46,731,528
Profit for the period
-
-
-
-
341,866
341,866
Total comprehensive income
-
-
-
-
341,866
341,866
for the period
At 30 June 2024
265,535
18,391,046
17,940,000
269,138
10,207,675
47,073,394
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Page 91
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
The Notes on pages 92 to 99 form an integral part of these Company Financial Statements.
Share
Merger
Share
premium
relief
Warrant
Retained
Total
capital
account
reserve
reserve
earnings
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
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NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 92
1.
General Information
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(m), B64(n)(ii),
B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;
• The requirements of paragraph 33(c) of IFRS 5 Non-
Current Assets Held for Sale and
Discontinued Operations;
• The requirements of IFRS 7 Financial Instruments: Disclosures;
• The requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
•
The requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present
comparative information in respect of:
• Paragraph 79(a)(iv) of IAS 1;
• Paragraph 73(e) of IAS 16 Property, Plant and Equipment;
• Paragraph 118(e) of IAS 38 Intangible Assets;
•
The requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and
111 of IAS 1 Presentation of Financial Statements;
• The requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements;
• The requirements of IAS 7 Statement of Cash Flows;
• The requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors;
• The requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;
•
The requirements in IAS 24 Related Party Disclosures to disclose related party transactions
entered into between two or more members of a Group;
•
The requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of
Assets;
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NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 93
3.
Material accounting policy information
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 t
he 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.
3.4
Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company
becomes party to the contractual
provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the
Company’s
business model for managing the
financial assets and the contractual terms of the cash flows.
Financial assets are
initially measured at fair value plus transaction costs, other than those classified
as fair value through profit or loss (FVTPL)
or fair value through other comprehensive income
(FVOCI), which are measured at fair value.
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NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 94
3.
Material accounting policy information (continued)
3.4
Financial assets (continued)
Loans and receivables
Trade receivables
are recognised initially at the amount of consideration that is unconditional, unless
they contain significant financing components when they are recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method, less loss allowance.
Loans and other receivables that have fixed or determinable payments and are held for collection of
contractual cash flows, where those cash flows represent solely payments of principal and interest,
are measured at amortised cost
using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short
-
term receivables when
the recognition of interest would be immaterial. The effective interest method is a method of
calculating the amortised cost of a debt instrument and of allocating the interest income over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts through the expected life of the debt instrument to the net carrying amount on initial
recognition.
Impairment of financial assets
The Company assesses on a forward
-
looking basis the expected credit loss associated with its
receivables carried at amortised cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk. For trade receivables, the Company applies the
simplified approach permitted by IFRS 9, resulting in trade receivables recognised and carried at
original invoice amount less an allowance for any uncollectible amounts based on expected credit
losses.
The Company recognises a loss allowance for expected credit losses on investments in debt
instruments that are measured at amortised cost. The amount of expected credit losses is updated at
each reporting date to reflect changes in credit risk since initia
l 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.
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NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 95
3.
Material accounting policy information (continued)
3.5
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other
financial liabilities.
Other financial
liabilities
Other financial liabilities, including trade and other payables, are initially measured at fair value, and
are subsequently measured at amortised cost, using the effective interest rate method
.
Derecognition of financial
liabilities
Financial liabilities are derecognised when, and only when, the Company’s obligations are
discharged, cancelled, or they expire.
3.6
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue
costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer
at the discretion of the Company.
3.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from net profit
as reported in the income statement because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never taxable or deductible. The
Company’s liab
ility for current tax is calculated using tax rates that have been enacted or substantively
enacted by the reporting date.
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NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 96
3.
Material accounting policy information (continued)
3.7
Taxation (continued)
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 deferr
ed 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 calcu
lated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the
income statement, except when it relates to items charged or credited directly to equity, in
which case
the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
Company has a legally enforceable right to offset current tax assets and liabilities and the deferred
tax assets and liabilities relate to taxes levied by the same tax authority.
3.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing
at the dates of the transactions. At each reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at
the rates prevailing on the reporting date. Gains
and losses arising on translation are included in profit or loss for the period.
3.9
Critical accounting estimates and judgements
Details of the Company’s significant accounting judgements and critical accounting estimates are set
out
in these financial statements and include:
Carrying value
of investments in subsidiary undertakings and long-term receivables
At each reporting date,
investments in and
loans made to subsidiaries are reviewed to determine
whether there is any indication that those assets are impaired. If there is an indication of possible
impairment, the recoverable amount of the asset is estimated and compared with its carrying amount.
Any resulting impairment loss is recognised immediately in profit or loss.
The Directors have reviewed the carrying value of these assets at 30 June 2024 and, whilst there has
been a fall in the Company’s market capitalisation during the period, the estimated valuations of the
underlying mining assets remain substantially in excess of the carrying value of the investments in
and loans to subsidiary undertakings.
Accordingly, the Directors consider that no impairment of
these assets is required.
4.
Profit for the financial period
The Company has taken advantage of section 408 of the Companies Act 2006 and, consequently, a Profit
and Loss Account for the Company alone has not been presented.
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NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 97
5.
Staff costs and Director’s renumeration
Period
Year
ended
ended
30 Jun
31 Dec
2024
2022
£
£
Wages and salaries
282,983
104,339
Social security costs
19,380
6,750
Total staff cost recognised in the profit
and loss
302,363
111,089
The average number of staff employed by the Company, including Directors, is detailed below:
Period
Year
ended
ended
30 Jun
31 Dec
2024
2022
No.
No.
Management and administration
4
3
Directors’ remuneration and fees are disclosed in the Directors’ Remuneration Report on pages 43 to 46.
6.
Investment in subsidiaries
£
At 1 January 2022
458,199
Acquisition of Taronga
18,734,182
At 30 June 2024 and 31 December 2022
19,192,381
7.
Long-term receivables
Loan to
Loan to
Taronga
Saxore
Total
£
£
£
Cost
At 1 January 2023
4,754,846
10,740,675
15,495,521
Additions
8,076,474
4,240,109
12,316,583
Currency translation
(365,003)
(532,059)
(897,062)
At 30 June 2024
12,466,317
14,448,725
26,915,042
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NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 98
8.
Trade and other receivables
30 Jun
31 Dec
2024
2022
£
£
VAT recoverable
4,068
32,291
Prepayments
39,541
66,257
43,609
98,548
9.
Trade and other payables
30 Jun
31 Dec
2024
2022
£
£
Trade payables
-
21,129
Other payables
18,200
6,663
Accruals
147,241
323,122
165,441
350,914
10.
Related party transactions
Directors’ remuneration and fees
Directors’ remuneration and fees are disclosed in the Directors’ Remuneration Report on pages 43 to 46.
Other fees and transactions
Other fees and transactions with the Company are disclosed in
Note 19
to the consolidated financial
statements.
The Company was owed
£14,448,725 (2022: £10,740,675) by Saxore
, a wholly owned subsidiary
incorporated in Germany. In the
period to 30 June 2024 a net of £2,752,185 (2022: £3,898,759
) was
advanced
by the Company to Saxore, and interest of £1,487,924 (2022: £357,843) 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 £12,466,317 (2022: £4,754,846)
by Taronga, a wholly owned
subsidiary
incorporated in Australia. In the period to 30 June 2024 a net of £6,873,600 (2022: £3,851,785
)
was advanced by the Company to Taronga, and interest of
£1,202,874 (2022: £95,836
) was accrued in
respect of the loan. The loan carries interest at 4% over the Bank of England base rate per annum.
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NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
Page 99
11.
Share capital
30 Jun
31 Dec
2024
2022
£
£
Allotted, called up and fully paid
265,534,972 (2022: 265,534,972) Ordinary shares of £0.001 each
265,535
265,535
Movement of the share capital is disclosed in Note 20 to the consolidated financial statements
30 Jun
31 Dec
2024
2022
£
£
Share premium account
18,391,046
18,391,046
12.
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.