Investing Policy

the Company intends that the Acquisition will focus on precious and base metals assets, with a primary focus on gold and associated metals occurring within the same deposit or mineralised system, which may include base metals.

the Company intends that the Acquisition will comprise operating assets or development-stage assets with identified Mineral Resources that provide a credible pathway to operational cashflow within a five-year time horizon. Indicatively, this may involve a project development period of approximately two to three years, including evaluation and engineering studies, followed by an indicative construction period of approximately two years. In exceptional circumstances, the Company may also consider early-stage exploration opportunities where there is a compelling opportunity to create value within a reasonable timeframe. Such early stage opportunities are not expected to be the object of the initial Acquisition but may be considered subsequently to build out a pipeline of projects, or where they have direct synergies with a core asset.

the Company’s geographic focus will be on assets located in jurisdictions that the Directors consider to be more established mining jurisdictions within Europe, Middle East, Africa and Central Asia. The Directors and management have experience across many of these jurisdictions, making them the preferred jurisdictions where the Management Team can leverage its experience and networks. The Company may, however, consider investment opportunities outside this primary geographic focus where the Directors believe that a compelling opportunity has arisen. Priority countries for the Acquisition may include, within Europe and the Middle East, countries within Scandinavia and Central and Western Europe and Saudi Arabia and, within Africa and Central Asia, Cote d'Ivoire, Senegal, Guinea and Kazakhstan.

The Company intends to complete the Acquisition and become an operating company, as defined by the AIM Rules for Companies, within 18 months of Admission. The Acquisition, which would result in the Company becoming an operating company, may comprise direct or indirect acquisitions of controlling interests or minority interests with a commercially viable pathway to obtaining control in producing and/or non-producing development assets with a maiden resource in precious and base metals. This could be structured as a direct acquisition of an asset or of an equity position in quoted or unquoted companies, partnerships or incorporated or unincorporated joint ventures but only where the Company will be the sole operator.

Once suitable assets to comprise the Acquisition have been identified, it is anticipated that the Company will acquire, directly or indirectly, one or more assets which will provide the Company with a controlling interest in the relevant target company or business. The Company will, in the first instance, look to complete an Acquisition which gives it a controlling interest in the relevant target investment opportunity. However, the acquisition of a non-controlling interest may be considered where deemed suitably attractive, where the Company will become the operator immediately on Acquisition and if there is a commercially viable route to acquiring a controlling interest over time. The Acquisition may comprise a single asset or business, or a number of related assets acquired as part of a single transaction. Following completion of the Acquisition, the Company may seek to broaden its portfolio through further acquisitions where the Directors consider this to be in the best interests of the Company and its Shareholders.

When making the Acquisition the Company places no limitation on the size of the investment it seeks to make. However, given the nature of the assets the Company seeks to acquire, the Company envisages a total investment size of up to US$1 billion including acquisition costs and capital expenditure. The Company and any financiers may utilise equity, debt, streaming, royalty, or prepayment/offtake financing or other forms of finance to fund the Acquisition. The debt facilities may include, although may not be limited to, a combination of acquisition finance, stream finance, revolving style credit facilities and/or convertible loan style facilities. The Directors believe that utilising leverage will enable the Company to make larger acquisitions and may enhance shareholder returns. Furthermore, access to debt facilities will reduce the Company’s reliance on equity markets as its only source of external capital. From Admission there is no limit on the Directors’ ability to borrow or incur indebtedness.

it is anticipated that any returns to Shareholders will be delivered through an appreciation in the Company’s share price. The Company’s current intention ahead of the Acquisition as regards distributions is to retain any earnings for its further operations, per the Company’s dividend policy.