General

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders of the Company, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board is committed to sound corporate governance practices, which both are in the interest of its Shareholders and contribute to effective and efficient decision-making.

The Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, NI 58-101 Disclosure of Corporate Governance Practices, prescribes certain disclosure by the Company of its corporate governance practices and NP 58-201 Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. This paragraph sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101 and NP 58-201.

As a result of its listing on the TSX-V and being a reporting issuer in the Canadian province of British Columbia, the Company has already established corporate governance practices and procedures appropriate for a publicly listed company in Canada. The Company complies with Canadian corporate governance standards appropriate for publicly listed companies, including the adoption of a Code of Business and Ethics and an updated Corporate Disclosure and Trading Policy.

The Board further complies with the ten Principles set out in the corporate governance guidelines for smaller quoted companies published by the Quoted Companies Alliance (the QCA Code), with the exception of Principle 7 relating to the evaluation of board performance, which is not required under Canadian corporate governance standards and which the Board does not consider appropriate at the present stage of its corporate development when it is still acquiring first functionality as a producing gold company. In addition, Canadian reporting obligations do not require a chairman’s corporate governance statement as contemplated by the QCA Code. However, the Board intends to implement additional disclosure in line with the QCA Code, to the extent appropriate for a Company of its size and stage of development, as further detailed in a corporate governance comparison table showing the Company’s compliance with Canadian corporate governance standards and the QCA Code and which is available on the Company’s website. This comparison table will be updated periodically.

Board

The Board is responsible for the conduct of the Company’s affairs generally. The Board is responsible for reviewing and approving the Company’s operating plans and budgets as presented by management. The Board is responsible for identifying the principal risks of the Company’s business and for ensuring these risks are effectively monitored and mitigated to the extent practicable. Succession planning, including the recruitment, supervision, compensation and performance assessment of the Company’s senior management personnel also falls within the ambit of the Board’s responsibilities. The Board is responsible for ensuring effective communications by the Company with its shareholders and the public and for ensuring that the Company adheres to all regulatory requirements with respect to the timeliness and content of its disclosure. In keeping with its overall responsibility for the stewardship of the financial affairs of the Company, the Board created an audit committee which is responsible for the integrity of the Company’s internal control and management information systems.

The Board is responsible for approving annual operating plans recommended by management. Board consideration and approval is also required for all material contracts and business transactions and all debt and equity financing proposals.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements.

The Board is currently comprised of one executive officer and six non-executive directors. Mr. Lawson holds the positions of President and Chief Executive Officer of the Company and, therefore, does not meet the definition of independence set forth in NI 52-110. The Board considers that Adrian Coates, Julian Barnes and Collin Ellison are “independent” from a UK corporate governance perspective, notwithstanding the interests in Common Shares and the options over Common Shares held by them. The Board has established an Audit Committee, a Remuneration and Nomination Committee and a Technical Committee, with formally delegated duties and responsibilities, as described below.

Audit Committee

The Company has adopted a charter for the Audit Committee. The primary function of the Audit Committee is to assist the Company’s Board of Directors in fulfilling its financial oversight responsibilities by supervising the Company’s external auditor and reviewing the financial reports and other financial 33information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Audit Committee’s primary duties and responsibilities are to:

• supervise the performance of the Company’s external auditors;
• serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements; and
• provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

The Audit Committee is currently comprised of three Directors, Adrian Coates, Julian Barnes and Folli Adeoye, and is chaired by Adrian Coates. All members are considered “financially literate” within the meaning of Nl 52-110 and Adrian Coates and Julian Barnes are considered “independent” within the meaning of Nl 52-110 and the corporate governance guidelines for smaller quoted companies published by the QCA Code. For the purposes of this charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The Audit Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Remuneration and Nomination Committee

The main objectives of the Remuneration and Nomination Committee are to establish a sound remuneration policy framework and benefits plan; review the adequacy and form of compensation of directors and management as a whole; review that appropriate and required disclosure is made (in annual filings) of director and executive remuneration, in accordance with regulatory requirements and good governance practices; further an environment and framework where management talent and potential is assessed and developed in line with the requirements of the Company; review key executive positions within the Company to ensure robust succession planning exists; undertake performance evaluations of the directors and management of the Company; review the structure, size and composition of the Board and make recommendations with regards to any changes to ensure an appropriate level of skills, knowledge, experience and diversity is achieved and that the Board is operating to a best practice standard of governance; identify and nominate, for the approval of the Board, candidates to fill vacancies on the Board as and when they arise; review the independence of independent directors on behalf of the Board; work and liaise as necessary with other Board committees; and make recommendations to the Board in respect of the matters contemplated in the Remuneration and Nomination Committee charter.

The Remuneration and Nomination Committee is currently comprised of Collin Ellison, Adrian Coates, Folorunso Adeoye and Kayode Aderinokun and is chaired by Collin Ellison. A quorum shall be any three members, with at least two being non-executive directors. The Remuneration and Nomination Committee will meet at least twice a year or at the discretion of the Chairman of the Remuneration and Nomination Committee.

Technical Committee

The role of the Technical Committee is to provide oversight and guidance to the Company in achieving success in its exploration and development operations. The Technical Committee is comprised of Julian Barnes, Collin Ellison, Olusegun Lawson and designated members of the Board and other senior employees, and is chaired by Julian Barnes. The Technical Committee will meet at least twice a year and otherwise as required.

Dealing Code and Dealing Notification Policy

The Company has adopted, with effect from Admission, a revised dealing code and dealing notification policy for Directors and applicable employees of the Group for the purpose of ensuring compliance by such persons with the provisions of the AIM Rules relating to dealings in the Company’s securities (including, in particular, Rule 21 of the AIM Rules) and MAR, as well as applicable Canadian securities laws. The Directors consider that this dealing code and dealing notification policy is appropriate for a company whose shares are admitted to trading on AIM and the TSX-V, and will take all reasonable steps to ensure compliance by the Directors and any relevant employees with such policy.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics to be followed by the Directors and the Company’s officers and employees. The purpose of the Code is to, among other things, prescribe the minimum moral and ethical standards of conduct required of all Company personnel, avoid conflict of interest, protect confidential information and comply with the applicable government laws and securities rules and regulations.

Corporate Governance Comparison

Last updated October 27, 2023