INVESTORS

Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders

The Board has developed and enunciated a strategy and business model as detailed on the Company’s website at https://www.strategicminerals.net.

The principal growth strategy for the Company is the advancement and development of critical mineral assets in the UK, supported by sustainable cash flow generation from its US asset base.

The Board considers the Company’s strategy provides a framework for medium to longer term growth in shareholder value.

The major risks to the Company’s overall strategy stem from the potential failure to maintain access to the Cobre magnetite stockpile and overextending its cash requirements.

In relation to cash flow management of the Company, the Directors closely monitor existing and expected cash flow resources and plans for committing these to project development and covering of corporate overheads. In addition, the Board regularly is in contact with market participants to ensure that sufficient interest and awareness is maintained in the market and that the Company can, generally, raise funding as required.

A consideration of broader risks of the Company can also be found at pages 10 to 12 of this report and the financial instruments Note 3 of these financial statements.

The Company’s corporate purpose is to create sustainable long-term value for shareholders by responsibly discovering, developing and monetising critical mineral assets, with a particular focus on tungsten, tin and other strategic minerals essential to the green transition and digital economy. This purpose underpins the Board’s strategic decisions and the Company’s business model, and guides how the Company engages with its employees, host communities and other stakeholders.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

The Directors recognise that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board seeks to embody and promote a corporate culture that is based on sound ethical values as it believes the tone and culture set by the Board impacts all aspects of the Company, including the way that employees and other stakeholders behave.

The Company has adopted a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016. The Code sets out the circumstances and procedures by which shares can be bought and sold and is supplied to all persons discharging managerial duties.

The formation of the Safety Committee and the way options are allocated to Directors and key management/consultants has created a team environment in which the running of the Company is aligned with medium to longer term shareholder goals.

The Board monitors the Company’s culture through regular reporting from operational management, review of safety and wellbeing metrics, and direct engagement with personnel across the Company’s sites in Cornwall, New Mexico and Australia. The Board is satisfied that the Company’s workforce is treated in a manner consistent with its values of integrity, safety, and responsible stewardship of natural resources.

These measures enable the Company to determine that ethical values and behaviours are recognised and respected.

The Board monitors culture through regular operational reporting, one-to-one discussions with management and direct engagement with personnel at all operating sites. Where any behaviour is identified as falling short of the Company’s values, the Board addresses this promptly through appropriate management action. The Company operates an open-door reporting policy and is developing a formal whistleblower framework to allow employees and consultants to raise concerns in confidence. The Board will keep these arrangements under review as the Company’s workforce and operations expand.

Principle 3: Seek to understand and meet shareholder needs and expectations

As the Company is involved in the mining industry, the Board is highly cognisant of its responsibility not only to shareholders but in the broader community. As such, it has adopted a policy to ensure adequate community consultation is undertaken in the areas where we operate. Notably, in New Mexico USA, Cornwall UK and Leigh Creek Australia, communication with local residents and active involvement in the community has been encouraged. Additionally, the Company has a policy to, where possible, employ local residents when undertaking operations. To date, this has proven highly successful with all locations recording either none or extremely low levels of community dissent.

Environmental & Climate-Related Responsibilities: The Board recognises that climate change and environmental stewardship are material considerations for the Company’s long-term strategy, particularly given the nature of its mineral assets and operations. Although the Company is at a pre-production stage for its flagship Redmoor project, the Board incorporates environmental planning into its development framework and expects that the Pre-Feasibility Study for Redmoor will include assessment of climate-related risks and opportunities, energy consumption, carbon footprint, and environmental permitting requirements. The Board will continue to develop its approach to climate-related disclosures as the Company advances towards production, including the publication of a Sustainability Report.

Shareholder input and communication has been actively sought by the Board through direct contact with shareholders at both the Annual General Meeting, shareholder information evenings (sometimes combined with the Annual General Meeting), monitoring of social media platforms, regular RNS releases and direct one on one meetings with larger investors. At all times, due regard is given to the price sensitive nature of comments.

All shareholders are encouraged to attend the Company’s Annual General Meeting and investors have access to current information on the Company through its website and via the info@strategicminerals.net email address.

At this stage, the principal environmental and social disclosures are contained in the Strategic Report, including the Company’s approach to health and safety, community engagement and environmental stewardship at each of its assets.

As the Company’s operations develop, the Board are targeting more comprehensive quantitative ESG disclosure, including the preparation of its first comprehensive Sustainability Report.

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The management of the business and the execution of the Group’s strategy are subject to a number of risks. The Group regularly reviews the principal risks that face the business and assesses appropriate responses to mitigate and, where possible, eliminate potential adverse impact.

The Board is constantly undertaking a review of risk and, as a mining company, has adopted and engendered a safety culture within the Group to ensure that personnel safety is considered above financial reward.

The Board obtains assurance over the effectiveness of its risk management and internal control arrangements through review of management accounts and financial reporting at each board meeting, direct oversight by the Audit Committee of financial reporting and audit findings, and operational reporting from site management at Cobre and from the Cornwall Resources team. Given the size of the Company, the Board does not consider it proportionate to maintain a formal internal audit function at this stage, but will keep this position under review as the Company’s operations expand.

Information in relation to the Key Risks and Uncertainties that are relevant to the Group are set on page 10-12 of this report.

The Board recognises that its employees and site-based consultants are fundamental to operational delivery and that their engagement, safety and wellbeing are material to the long-term success of the business. The Company maintains direct communication with all site personnel and encourages open reporting of safety or conduct concerns.

Environmental responsibilities, including land stewardship, regulatory permitting and climate-related risks, are embedded in the Company’s project development planning, and will be published as part of its upcoming Sustainability Report. The Board will continue to develop its approach to formal stakeholder mapping and reporting on environmental and social matters as the Company grows.

The Board currently has one independent non-executive director and acknowledges the need for greater independent representation within its members. It is committed to keeping its composition under active review and intends to seek to strengthen its independent non-executive representation as the Company’s resources and operational complexity increase. The Board is also aware of the expectations of diversity characteristics and will incorporate these considerations into any future director recruitment process.

Board Committees

The Board has established separate sub-committees for Audit, Remuneration and Safety.

Given the composition of the Board and the size of the Company, it is felt a separate Nomination Committee is not yet warranted. However, as the Company's operations expand, the Board will monitor this aspect of operations and will respond accordingly. The Board collectively undertakes the function of such a committee and where conflicts arise the Directors exclude themselves from voting on such matters.

Further information on the Company’s Audit, Remuneration, and Safety Committees and their policies are set out under Principle 9 below.

Member details of the committees as at the date of this report are:

Members	Remuneration Committee	Safety Committee	Audit Committee
Charles Manners - Executive Chairman	Member	Member	Chair
Mark Burnett - Executive Director		Chair	Member
Philip Haydn-Slater - Non-Executive Director	Chair

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

There are currently three (3) Board Directors (one of which is non-executive) and the Board considers that, at this time, this is appropriate to the Company’s current level of operations, although this is reviewed formally at least annually. The Board is considered well balanced in that:

Charles Manners - Executive Chairman (appointed Non-Executive Chairman 1 September 2024, then as Executive Chairman 12 August 2025).

Mr Manners has been the largest shareholder in SML for a number of years. He worked in investment banking from 1985 until 2009, latterly as a Senior Managing Director and Head of Fixed Income Sales at Nomura International PLC. From 2009 to 2016, he was a co-founder and partner in an advisory firm, focussed on tailored structured solutions. He was a Non-Executive Director of Asset Trust Housing Association Limited, a regulated provider of affordable shared ownership housing, and is a Director and Chairman of the Board of Campden Charities. In addition, he is an extensive investor, focussed primarily on natural resources, healthcare and real estate.

Mark Burnett - Executive Director (appointed as Non-Executive Director 1 September 2024 then as Executive Director 15 November 2024).

Mr Burnett is Director of Mining Investments at RAB Capital, a leading mining specialist investor in London, with over 10 years investing and corporate finance experience in extractive industries across North America, Australia and Europe. He is has held a number of Non-Executive and Interim-Chair roles in listed companies throughout the crucial minerals industry, operating in Africa and the USA.

Philip Haydn-Slater - Independent Non-Executive Director (appointed 25 January 2025).

Mr Haydn-Slater has significant public and private company exposure, covering corporate finance, investments, and Board positions of publicly listed companies.

He is currently the Non-Executive Chairman of Riverfort Global Opportunities PLC. He was previously Non-Executive Director of RA International PLC, as well as ASX Listed ADX Energy Ltd and Sacgasco Ltd.

All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.

Role of the Chairman

The Chairman’s role is multifaceted, encompassing leadership, effective board functioning, communication, and oversight of governance practices. He is responsible for leading the board, setting agendas, facilitating discussions, and ensuring all board members have a voice. The chair also acts as a key communicator, representing the board to stakeholders and shareholders. He oversees the board's performance, including annual reviews, and is responsible for setting high governance standards.

Attendance at Board and Committee Meetings

The Board aims to meet at least eight times a year and as required from time to time to consider specific issues required for decision by the Board.

The Company held nine Board meetings and several sub-committee meetings during the reporting period and the number of meetings attended by each of the Directors of the Company during the year to 31 December 2025 is listed below.

The Directors attended all Board meetings and committee meetings that they were eligible and required to attend, except Mr Peter Wale who did not attend two Board meetings.

Directors		Board Meetings	Remuneration Committee	Audit Committee	Safety Committee
Mark Burnett	Executive Director	4	1	-	1
Charles Manners	Executive Chairman	4	2	2	1
Philip Haydn-Slater	Non-Executive Director	4	2	-	-
P Wale	Executive Director (resigned 24 March 2025)	-	-	-	-

Directors’ conflict of interest

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 are reported to and, where appropriate, agreed with the rest of the Board.

Time Commitment of Directors

All current Directors are remunerated on a fixed fee basis. Directors are also eligible for the award of share options.

Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair

Biographies for the Directors can be found in the ‘Board of Directors and Corporate Management’ section of the company website at www.strategicminerals.net.

The Board is not dominated by one person or group of people. The Board undertakes regular reviews of its capacity to guide the Company in seeking to implement the Company’s strategy. The Board also reviews periodically the appropriateness and opportunity for continuing professional development whether formal or informal.

Independent advice

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, Chief Financial Officer, and the Company’s Nominated Adviser, lawyers and auditors.

Re-election of Directors

The Board notes a recommendation that all directors stand for re-election at each Annual General Meeting. The Board has considered this recommendation but has determined that, at this stage of the Company’s development, it will continue to follow the rotation provisions set out in its Articles of Association, under which executive directors are not subject to annual re-election. Accordingly, only one Non-Executive Director, will stand for re-election at the forthcoming AGM. The Board will keep this position under review.

Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

Given the size of the Company and the small but critical nature of the roles of the Directors, formal board performance measures have not been independently developed. The Company relies upon the market and shareholder feedback to assess the Board’s performance.

The Board acknowledges that, given its small size, the temporary or permanent departure of any director would place material additional demands on the remaining directors. In the event of unplanned absence, the Board has discussed and agreed informal cover arrangements to ensure continuity of decision-making and regulatory compliance.

Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Directors recognise that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board seeks to embody and promote a corporate culture that is based on sound ethical values as it believes the tone and culture set by the Board impacts all aspects of the Company, including the way that employees and other stakeholders behave.

The Company has adopted a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016. The Code sets out the circumstances and procedures by which shares can be bought and sold and is supplied to all persons discharging managerial duties.

The formation of the Safety Committee and the way options are allocated to Directors and key management/consultants has created a team environment in which the running of the Company is aligned with medium to longer term shareholder goals.

The Board monitors the Company’s culture through regular reporting from operational management, review of safety and wellbeing metrics, and direct engagement with personnel across the Company’s sites in Cornwall, New Mexico and Australia. The Board is satisfied that the Company’s workforce is treated in a manner consistent with its values of integrity, safety, and responsible stewardship of natural resources.

These measures enable the Company to determine that ethical values and behaviours are recognised and respected.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

As a resource development company, the Board considers that the crucial governance structures and processes revolve around Safety, Audit and Remuneration.

Safety Committee

Safety is a critical matter, particularly given the capacity for harm to employees and consultants. The purpose of the Safety Committee is to ensure that our vision, to provide a safe workplace where no harm comes to anyone, is applied at all of the Company’s locations and that a culture of safety purveys throughout the organisation.

The Company believes that all reasonable efforts should be undertaken to ensure incidents are prevented, management have ultimate accountability for health and safety but everyone on site has a responsibility to ensure no one comes to harm and employees have the responsibility to stop any job or activity they believe is unsafe and could cause harm to people.

The Safety Committee attempts to monitor, and report to the full Board, on the achievement of the Company in devoting the necessary resources needed to create a working environment, both physically and supervisorial, in which our people and others under our influence and control can work without sustaining injury or suffering ill health; ensuring no business target takes priority over health and safety; using risk assessments to identify hazards and unsafe behaviours and introduce actions to reduce the risk to acceptable levels; investigating and reporting all accidents and dangerous occurrences and preventing future incidents; setting safety targets with the aim of preventing incidents and accidents and communicate the performance to all employees; ensuring all employees are competent to carry out the tasks assigned to them by providing the relevant information, instruction, training and supervision required; encouraging everyone to contribute to working safely and preventing accidents; designing, constructing, operating and maintaining all equipment, buildings and structures to ensure a safe operation; and comply with all current legislation and codes of practice.

Audit Committee

The purpose of the Audit Committee is to provide formal and transparent arrangements for considering how to apply the financial reporting and internal control principles set out in the QCA Code and to maintain an appropriate relationship with the Company's auditors. The key terms are as follows:

• to monitor the integrity of the financial statements of the Company and Group, and any formal announcement relating to the Company's performance;

• to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;

• to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;

• to keep under review the effectiveness of the Company's financial reporting and internal control policies and systems;

• to review key judgements and estimates relating to the impairment assessment of project assets – LCCM, CRL; and

• to assess the ability of the Company and Group to continue as a going concern.

Further details of Board committees are given under Principle 4 above.

Remuneration Committee

The Committee has adopted a remuneration policy designed to attract, retain and motivate directors and senior management of the calibre required to deliver the Company’s strategy, while aligning their interests with those of shareholders and avoiding remuneration structures that incentivise excessive risk-taking. The Remuneration Committee reviews the remuneration policy annually and makes recommendations to the full board.

The Board is aware of the recommendation for an advisory vote on the Directors’ remuneration report at the Annual General Meeting but has determined not to adopt it at this time. The Company has not historically provided for such a vote and, given the current size and stage of development of the Company, does not consider it proportionate to do so. The Board will keep this position under review.

Securities Trading

The Company has adopted a share dealing code for dealings in shares by Directors and senior employees which is compliant with the Market Abuse Regulation (EU) No 596/2014 (“MAR”) and appropriate for an AIM company. The Directors will comply with MAR and AIM Rule 21 relating to dealings and will take all reasonable steps to ensure compliance by persons discharging managerial responsibility (“PDMR”) and persons closely associated with them.

Suitability of governance structures

The Board intends that the Company’s governance structures evolve over time in parallel with its objectives, strategy and business model to reflect the development of the Company.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Directors believe a healthy dialogue exists between the Board, the Company’s shareholders and other stakeholders. The Board regularly has reports on shareholder feedback through summary of social media comments, and undertakes site visits, shareholder webinars and customer visits throughout the year.

In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. The outcomes of all shareholder votes are disclosed in a clear and transparent manner via a regulatory information service, such as RNS of the London Stock Exchange.

The Company’s website includes historical annual reports, notices of general meetings and RNS announcements over the last five years. The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.

The Company will include, when relevant, in its annual report, any matters of note arising from the Audit or Remuneration Committees.

The key governance developments during the year ended 31 December 2025 include the appointment of Philip Haydn-Slater as Independent Non-Executive Director in January 2025, the transition of Charles Manners to Executive Chairman in August 2025 and the Company’s adoption of the 2023 QCA Code. The Board is cognisant of growing investor expectations around sustainability reporting and intends to develop its disclosures progressively. A Sustainability Report will soon be published at which point the Board will be in a position to provide more structured reporting on climate-related risks, energy use and environmental impact.

EXTERNAL AUDITOR

During the year the Board met with the auditor to discuss the audit process and the matters the auditor identified during the audit. The Board will continue to meet with the auditor at least twice a year to consider the results, internal procedures and controls and matters raised by the auditor. The Board considers auditor independence and objectivity and the effectiveness of the audit process. It also considers the nature and extent of the non-audit services supplied by the auditor reviewing the ratio of audit to non-audit fees and ensures that an appropriate relationship is maintained between the Group and its external auditor. The current auditor has not supplied any non-audit services.

The Group controls the provision of non-audit services by the external auditor in order that their objectivity and independence are safeguarded and approved of the non-audit services provided by the external auditors. As part of the decision to recommend the appointment of the external auditor, the Board considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor and considers whether there should be a full tender process.

There are no contractual obligations restricting the Board’s choice of external auditor. Moore Kingston Smith LLP were appointed as auditors of the Company for the financial year. A resolution to reappoint Moore Kingston Smith LLP will be put to the shareholders at the next Annual General Meeting.