Ormonde Mining : Annual Report 2023

Ormonde Mining plc

Annual Report and

Group Financial Statements

For the year ended 31 December 2023

Ormonde Mining plc

Annual Report and Group Financial Statements

Contents

Chair's Review	3
Directors' Report	6
Consolidated Statement of Comprehensive Income	22
Consolidated Statement of Financial Position	23
Company Statement of Financial Position	23
Consolidated Statement of Cashflows	25
Company Statement of Cashflows	26
Consolidated Statement of Changes in Equity	27
Company Statement of Changes in Equity	28
Notes to the Financial Statements	29
Directors and other information	52

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Ormonde Mining plc

Chair's Review

Introduction

The strategy of the Board over the past two and a half years has been to identify and invest in assets which provide exposure to high value exploration opportunities without requiring significant expenditure.

This led to two strategic investments being executed during the year under review, both of which the Directors believe hold medium-term potential to yield substantial returns. The first of these, in February 2023, was an acquisition of a 20% equity interest in Peak Nickel Limited ("Peak Nickel"), a private UK company advancing a high-grade battery metals project in Aberdeenshire, Scotland. The second, in September 2023, was the acquisition of a 36.2% controlling stake in Toronto-listed TRU Precious Metals Corporation (TSXV: TRU) ("TRU"), which is exploring a structural corridor in Newfoundland, Canada hosting over 45km of strike length that is highly prospective for gold and copper mineralisation.

Peak Nickel Investment

Ormonde's investment case for the Peak Nickel investment which was announced on 7 February 2023 was to gain targeted exposure to an early resource stage nickel sulphide project (including substantial copper and cobalt credits).

Peak Nickel's Rodburn Project in Aberdeenshire is in a tier one jurisdiction with indications of significant size. The investment by Ormonde helped enable an initial drilling programme last year - the first to have been carried out at the project for over 50 years, since a joint venture between Rio Tinto and Consolidated Gold Fields defined a near-surface (historical - non-compliant) resource of 3 million tonnes at 0.52% nickel and 0.27% copper ("Historical Resource").

The results and outcomes of this initial drilling programme (18 holes for 2,600m) were published on Peak Nickel's website (www.peaknickel.co.uk). In its most recent presentation (June 2024), Peak Nickel describes Rodburn as the "UK's highest-gradenickel-copper-cobalt project" and provides an updated Mineral Resource Estimate of a higher tonnage and grade than the Historical Resource. Peak Nickel has stated its intention (subject to funding) to drill a further 6,000 metres on the prospect this year.

Ormonde's technical team believes the Historical Resource has good potential for enlargement, and that the full size potential could be evidenced, at an early stage such that the project may attract the interests of a major seeking an asset with significant "clean" Class 1 nickel producing potential.

There have been some key market developments since the investment by Ormonde in Peak Nickel in early 2023. First, the quoted nickel price has fallen by around 42% from the peak of a price spike in early 2022, due in large part to increases in output from China and Indonesia (principally from carbon intensive laterite sources). The prevailing nickel price is now more consistent with the decade-long average but has undoubtedly weakened investor sentiment.

Another development of a more positive nature is that a neighbouring energy transition metal exploration company in Aberdeenshire, Aberdeen Minerals, announced the closing of an equity financing of up to £5.5 million earlier this month, with £3million subscribed by Central Asia Metals plc. Ormonde's Directors regard this as a strong endorsement of the potential for nickel projects in Aberdeenshire where Peak Nickel is exploring, particularly as the investment has been made in the current nickel price environment. Ormonde maintains its view that the opportunity to replace environmentally costly nickel laterite production with Class 1 nickel produced from sulphide sources in ethical mining jurisdictions will pay off in the medium term as such raw materials will be essential for the global energy transition.

Ormonde Mining plc

TRU Investment

On 30 June 2023, Ormonde announced its intention to acquire an initial 36.2% controlling equity interest in TRU's share capital for a total consideration of CA$3 million. Ormonde has the potential to increase its shareholding to up to 46% through the exercise of warrants. This investment was approved by Ormonde's shareholders on 25 August 2023 and completed on 5 September 2023.

TRU is exploring the Golden Rose Project ("Golden Rose"), a large and prospective early stage gold and copper prospect in Newfoundland, a jurisdiction which is ranked by the Fraser Institute as the most attractive for mining investment in Atlantic Canada and the ninth most attractive worldwide.

Golden Rose is bookended by two gold projects with reported resources. Directly to the southwest of Golden Rose, the Cape Ray Shear Zone Project, under active exploration by AuMEGA Metals (formerly Matador Mining Limited) contains 0.6 million ounces of Indicated and Inferred resources, while Calibre Mining to the northeast is in the advanced development and construction phase of the Valentine Gold Project, holding 5 million ounces of Measured, Indicated and Inferred resources with a projected annual production rate of 190,000 ounces of gold. Calibre Mining acquired the project last year for CA$345 million in a timely illustration of the kind of opportunity Ormonde's Directors believe exists for Golden Rose.

In addition to establishing several high-quality,high-grade,drill-ready gold targets on Golden Rose, exploration activities by TRU over the past three years have also identified copper and other critical mineral anomalies at numerous locations, the potential of which are being further investigated in the field this summer.

Since Ormonde's investment in TRU, the Company's technical team has been closely involved in analysing and identifying these significant exploration targets at Golden Rose. On foot of this analysis, the TRU management team has been engaged in discussion with potential partners, exploring financing structures with a view to advancing Golden Rose exploration whilst minimising TRU's cash outflow.

Spanish Gold Assets

Ormonde maintains a Spanish subsidiary in which there are two Investigation Permits prospective for gold located in the Zamora province in western Spain. These are legacy permits which have been subject to renewal applications for a number of years and were previously being advanced in a joint venture with another listed company.

With the price of gold more than doubling in the decade since work was last conducted on these permits, Ormonde is naturally exploring options to seek to realise value from these interests. In this regard, the Company is engaged with the relevant Spanish mines department seeking to achieve the renewals for these Investigation Permits.

Following the sale of the Group's La Zarza assets in Spain for EUR 2.3 million, which completed in September 2022, €1.3 million has been received to date, including €500,000 in September 2023. The remaining €1 million is due in two equal payments in September 2024 and 2025.

Financials

In September 2023, Ormonde acquired a 36.2% equity interest in TRU and subsequently by agreement appointed a majority of directors as its nominees to the Board of TRU thereby giving Ormonde effective control over the operating activities of TRU. As such, in accordance with Ormonde's accounting policies and IFRS accounting standards, the Company has consolidated within the following Financial Statements the results of TRU since September 2023 along with the relevant portion of TRU's assets and liabilities as at 31 December 2023. This accounting treatment resulted in the booking of a net gain of €886,000 on the equity investment for the year. Full details are set out in Note 8 and 13 to the Financial Statements.

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Ormonde Mining plc

In accounting for the Peak Nickel investment, the Company, under IFRS Accounting Standards is required to apply a specified fair value treatment. This has given rise, as detailed in note 8, to a valuation of GB£1.02M (€1.17M) to the Peak Nickel investment and a gain of €585,000 recognised through the income statement.

Accordingly, for the year under review, Ormonde recorded a total comprehensive income of €358,000 (2022: loss of €1.065 million). The Group had net assets of €10.48 million at 31 December 2023 (31 December 2022: net assets of €4.90 million), including cash and cash equivalents of €2.3 million (31 December 2022: €3.6 million).

Outlook

Whilst continuing to actively monitor the Company's investment portfolio, seeking to maximise the return from each of our investments for shareholders over the medium term, Ormonde is leveraging its highly accomplished internal technical resources to evaluate other investment opportunities and will update shareholders on developments in due course.

I am asked by shareholders from time to time when the value of Ormonde's investment portfolio will be fairly reflected in the Company's share price. Early-stage exploration is inherently slow to progress, especially so in challenging investment markets; however, we steadfastly believe Ormonde's projects to hold the potential to deliver returns in the medium-term worth multiples of the Company's investment. We look forward to the value of our investee companies growing as exploration continues, resources expand, and potential financing opportunities to accelerate the pace and scope of exploration emerge.

Brian Timmons

Brian Timmons

Chair

27 June 2024

Ormonde Mining plc

Directors' Report

For the year ended 31 December 2023

The Directors present the Annual Report and the Group Financial Statements for the year ended 31 December 2023 of Ormonde Mining plc ("the Company") and its subsidiaries (collectively "the Group").

Principal Activity

The principal activity of the Company and its subsidiaries comprises of exploration and development of mineral resource projects either by way of acquisition of mineral property licenses or the acquisition of equity interests in such companies.

The Company's ordinary shares are listed for trading on the Aquis Growth Market- London with effect from 5 September 2023 following the cancellation of its shares on the AIM Stock Exchange on the same day.

Review of Business and Future Developments

A detailed review of activities for the year and future prospects of the Group is contained in the Chair's Review at the commencement of this report.

Results and Dividends

The Consolidated Statement of Comprehensive Income for the year ended 31 December 2023 and the Consolidated Statement of Financial Position as at that date, are set out on pages 21 and 22 respectively.

No dividends were paid during the year and the Directors do not recommend the payment of a dividend.

Principal Risks and Uncertainties

The Group undertakes periodic reviews to identify risk factors which may affect its business and financial performance. The summary set out below is not exhaustive as it is not possible to identify all risks that may affect the Group, but the Directors consider the principal risks and uncertainties to be the following:

Exploration Risk

Exploration and development activities may be delayed or adversely affected by factors outside the Group's control, in particular: global pandemics; climatic conditions; performance of partners or suppliers; availability of qualified staff and contractors; availability, delays or failures in installing and commissioning plant and equipment; unknown geological conditions; remoteness of location; actions of host governments or other regulatory authorities relating to the grant, maintenance or renewal of any required authorisations; and environmental regulations or changes in law. The Company mitigates against these risks by carrying out appropriate due diligence in relation to the taking on of new licenses, the exploration location and ensuring the suitability of both staff and contractors.

Commodity Price Risk

The demand for, and price of, commodities is dependent on factors including global and local supply and demand, investment trends, actions of governments or cartels and general global economic and political developments. The Company where relevant will review commodity prices and would if suitable hedge future prices accordingly

Political Risk

The Group holds assets in Europe and Canada so therefore the Group may be subject to political, economic and other uncertainties, including but not limited to regime change, changes in national laws and mining policies and exposure to different legal systems.

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Ormonde Mining plc

Directors' Report (continued)

For the year ended 31 December 2023

The Company reviews carefully the countries in which it operates and is likely to do so to ensure that the political and economic situation is suitable and will consult with local partners before entering a new territory

Financial Risk

Financial risk is explained in Note 24.

Share Price

The share price movement in the year ranged from a low of €0.003 to a high of €0.096 (2022: €0.006 to €0.012).

The share price at the year-end was €0.003 (2022: €0.008).

Directors

The names of the current Directors are set out below and at the back of this report.

Details of Executive Directors

Brian Timmons

Chairman

Brian has over 30 years of experience in senior positions within companies across a range of industries, including fund management, investment banking, healthcare technology, bioscience, alternative energy and resource companies, e-commerce, telecoms and software IT. He is Non-Executive Chairman of Solar Alliance Energy, Inc., a TSX listed corporation and a director of Cre Biogen Inc., a Canadian agri- bioscience research & development company. Brian is a Fellow of the Association of Chartered Certified Accountants.

Brendan McMorrow

Chief Executive Officer

Brendan has over 25 years' experience in base and precious metals mining and oil & gas public companies listed in London, Toronto and Dublin. He has formerly been Chief Financial Officer of Circle Oil plc and served as a senior finance executive in Ivernia Inc. and Ivernia West plc - at the time these companies were respectively developing significant base metal mines in Western Australia and at Lisheen in Ireland. He is a non-executive Director of Karelian Diamond Resources plc, Conroy Gold and Natural Resources plc and Finance Director of Dunraven Resources PLC. Brendan is a Fellow of the Association of Chartered Certified Accountants.

Details of Non-Executive Directors

Keith O'Donnell

Non-Executive Director

Keith is a banker with 30 years' experience in cross border investment and corporate advisory roles. He is currently Senior Advisor at Portland Advisers, a boutique firm based in London with global expertise in the Conventional Energy, Renewable Energy, Mining, Satellite, and Infrastructure sectors. Keith is also Risk Adviser at Responsibility AG, a Swiss based fund manager focused on energy access and clean energy solutions for the developing world. He is a director of JZ Consultancy Ltd.

Keith is a member of the Chartered Institute of Bankers and holds an MBA from Bayes Business School, City University, London.

Ormonde Mining plc

Directors' Report (continued)

For the year ended 31 December 2023

In accordance with Section 329 of the Companies Act 2014, the beneficial shareholdings of the directors and company secretary and the movements thereon during the year ended 31 December 2023 were as follows.

	31 Dec '23	1 Jan '23
Directors	Ordinary Shares	Ordinary
		Shares
Brian Timmons	-	-
Brendan McMorrow	-	-
Keith O'Donnell	-	-

No director, secretary or any member of their immediate families had an interest in any subsidiary. There were no changes in shareholdings and share options held between 31 December 2023 and the date of signing the financial statements. Details on Director's remuneration and the share options held is shown later in the Directors report on page 12.

Transactions Involving Directors

Other than remuneration and the share options held, there have been no contracts or arrangements of significance during the year in which directors of the Company were interested.

Significant Shareholders

The Company has been informed or is aware that, at 31 December 2023 and the date of this report, the following shareholders own 3% or more of the issued share capital of the Company:

	Percentage of issued share capital
	27 June '24	31 Dec '23
Thomas Anderson	24.99%*	24.99%

* As notified on 24 December2021

The Directors are not aware of any other holding of 3% or more of the share capital of the Company.

Subsidiary Undertakings

Details of the Company's subsidiaries are set out in Note 12 to the financial statements.

Political Donations

There were no political donations during the year as defined by the Electoral Act 1997 (2022: €nil).

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Ormonde Mining plc

Directors' Report (continued)

For the year ended 31 December 2023

Directors' Responsibility Statement

The Directors are responsible for preparing the Directors' Report and the Group and Parent Company financial statements, in accordance with applicable law and regulations.

Irish Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under company law and in accordance with Aquis and Market rules, the Directors have elected to prepare the Group and the Parent Company's financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU ("EU IFRS") as applied in accordance with the provisions of the Companies Act 2014.

Under that 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 Parent Company and the Group and of the profit or loss of the Group for that period.

In preparing each of the Group and Parent Company financial statements, the Directors are required to:

• select suitable accounting policies and apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether the financial statements have been prepared in accordance with IFRS as adopted by the EU,

and note the effect and the reasons for any material departures in the financial statements from those standards and the Companies Act 2014; and

• prepare the Group and Parent Company financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors confirm that they have complied with the above requirements in preparing the Group and Parent Company financial statements. The directors are also responsible for ensuring that they meet their responsibilities under the Aquis rules.

The Directors are responsible for ensuring that the company keeps or causes to be kept adequate accounting records which correctly explain and record the transactions of the Group and Parent Company, enable at any time the assets, liabilities, financial position and profit or loss of the Group be determined with reasonable accuracy, enable them to ensure that the financial statements and Directors' Report comply with the Companies Act 2014 and enable the financial statements to be audited. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Going Concern

As further disclosed in Note 2, the Directors have reviewed budgets, projected cash flows and other relevant information, and on the basis of this review, are confident that the Company and the Group is in a position to have adequate financial resources to continue in operational existence for a period of twelve months from the date the financial statements were approved by the Directors.

The business has sufficient cash resources to meet the Group's annual operating costs for the foreseeable future.

Ormonde Mining plc

Directors' Report (continued)

For the year ended 31 December 2023

The future of the Company and the Group is also dependent on the successful future outcome of its exploration interests and the identification of additional assets in which to apply its cash resources. Additional resources may be required to bring such interests into production.

The Directors consider that in preparing the financial statements they have taken into account all information that could reasonably be expected to be available. Consequently, they consider that it is appropriate to prepare the financial statements on the going concern basis.

Corporate Governance

The Directors are committed to maintaining the highest standards of corporate governance commensurate with the size, stage of development and financial status of the Group. The Aquis Access Segment Rulebook 2.7 requires that each Aquis company must include on its website details of a recognised Corporate Governance Code that the Board of Directors has decided to apply, how the Company complies with that Code, and where it departs from its chosen Corporate Governance Code an explanation of the reasons for doing so.

The Ormonde Board of Directors has elected to apply the Quoted Companies Alliance Corporate Governance Code ("the QCA Code"). The QCA Code is constructed around ten broad principles and a set of disclosures that focus on the pursuit of growth in the medium to long-term, and a dynamic management framework accompanied by good communication to promote confidence and build trust. A detailed report on Ormonde's corporate governance practices and related disclosure under each of these ten principles is posted on the corporate governance page of the Company's website.

Details of the following Principles which require disclosure are set out as follows

Principle 1

Establish a strategy and business model which promotes long-term value for shareholders.

Our priority is to evaluate and execute new opportunities through which we can leverage our listing and balance sheet to generate shareholder value. We are doing so alongside reviewing our existing assets in Canada, UK and Spain to maximise values therein.

Principle 4

Embed effective risk management, considering both opportunities and threats, throughout the organisation The Board has embedded effective risk management within the Company's strategy in the following ways: Exploration risk: Risks associated with the Company's current exploration projects are high, as there can be no certainty that these or any such exploration projects will result in identifying an economic resource Commodity price risk: The nature of the Company's business means it remains exposed to the cyclical nature of commodity prices, but the Company's strategy reduces this risk exposure by focusing on quality projects and commodities with a positive supply-demandoutlook. Political risk: The Company's mineral exploration and development activities are currently focused in the Canadian and European jurisdiction, minimising exposure to political and economic uncertainties and unexpected changes to resource related legislation. Growth opportunities are being considered in other jurisdictions, with political and legislative stability continuing to be taken into account. Financial risk: The Company's financial risks are typical for an emerging international exploration and development company, including exposure to costs being higher than budgeted, results being below forecast, availability of required capital being affected by prevailing metal prices, etc.

The Board is responsible for maintaining the Group's system of internal control to monitor shareholders' investments and Group assets. The internal control system currently in place is described on page 13 of the Annual Report.

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