Climate Change Data

Environmental Metrics

ESG Focus Areas

• sustainable and responsible exploration
• health, safety and environment
• community links
• job creation
• employee well-being
• environmental rehabilitation
• adoption of transformative technologies

Social Achievements

• Promote health, safety and environment considerations in all planning and decision making
• Open dialogue recognising the rights and aspirations of local communities
• Conduct exploration with the lowest impact as possible on the natural environment
• Endeavour to rehabilitate the local environment or any other beneficial uses of land
• Accelerate adoption of transformative technologies, such as artificial intelligence, data analytics and cloud computing

Governance Achievements

• The Directors recognise the importance of sound corporate governance and have undertaken to take account of the requirements of the QCA Code
• The Board notes that all AIM companies must provide details on their corporate websites of the recognised code that they have decided to apply, how they comply with such code and, where the company departs from such code, an explanation of the reasons for doing so
• From Admission, the Company’s website at www.fulcrummetals.com will set out the extent of any non-compliance with the QCA Code by the Company on Admission
• The Board will, on Admission, comprise six Directors, of which three are executive and three are non-executive, including the Chairman, who is deemed to be independent and will have the casting vote in the event of a tie in a Board vote.
• The Board collectively has significant experience in the mining industry and of service on the boards of public companies.
• The Company has adopted a social media policy
• The Company has adopted an anti-corruption and bribery policy

Climate Goals & Targets

Environmental Challenges

• The Group’s performance may be affected by changes in legal, regulatory and tax requirements in any of the jurisdictions in which it operates as well as overall global financial conditions.
• There can be no certainty that the Group will be able to implement successfully the strategy set out in this Document.
• No representation is or can be made as to the future performance of the Group and there can be no assurance that the Group will achieve its objectives.
• The Group’s business may be affected by the general risks associated with all companies in the mining and exploration industry which could have a material impact on its future prospects, and which could cause actual results to differ materially from expectations.
• The exploration and mining industry is highly speculative and incurs greater risks than most other industries.
• The areas in which the Group is interested may not contain commercially recoverable volumes of gold, base metals, uranium or any other minerals.
• Resource market prices are affected by numerous factors beyond the Group’s control including inflation, global and regional consumption patterns, demand and supply, speculative activities, 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 Group’s intended future operations may be subject to these kinds of governmental regulations in any region in which it operates.
• All operational activity is subject to general and specific regulations and restrictions governing mining and processing, land tenure and use, environmental requirements (including site specific environmental licences, permits and remediation requirements), workplace health and safety, social impacts and other laws.
• Amendments to current laws, regulations and permits governing operations and activities of mining companies, including tax and environmental laws and regulations which are evolving in these countries, or more stringent implementation thereof, could have a material adverse impact on the Group and its business.
• All phases of the Group’s operations in Canada are subject to environmental regulation in that jurisdiction.
• Environmental approvals and permits are currently, and may also in the future be, required in connection with the Group’s operations.
• Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.
• Compliance with environmental laws requires ongoing expenditure and considerable capital commitments from the Group.
• Noncompliance may subject the Group to significant penalties, including the suspension or revocation of its rights in respect of its concessions or assets, causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.
• The Group may be required to compensate those suffering loss or damage by reason of the mining activities conducted by the Group and may have civil, administrative or criminal fines or penalties imposed for violations of applicable environmental laws or regulations if not adequately covered by any insurance policy the Group has.
• There is no assurance that existing or future environmental regulation will not materially adversely affect the Group’s business, financial condition and results of operations.
• During exploration and in operation, the Projects will have an impact on the environment.
• The Claims and Permits may be impacted by undetected defects, litigation, revocation, non-renewal or alteration by regulatory authorities.
• The Claims and Permits may be subject to undetected defects.
• Failure to comply with all applicable laws and regulations, including failure to pay taxes, meet minimum expenditure requirements or carry out and report assessment work may invalidate title to or rights under Claims and Permits.
• All of the interests in Claims and Permits in which the Group has or may earn an interest will be subject to applications for renewal or grant (as the case may be).
• The renewal or grant of the terms of each interest in land and permits are usually at the discretion of the relevant local government authority.
• If a concession is not renewed or granted, the Group may suffer significant damage through loss of the opportunity to develop and discover any Mineral Resources on that concession area.
• The outbreak of COVID-19 negatively impacted economic conditions globally.
• There are risks and uncertainties that the Group may suffer loss including, but not limited to, loss of personnel, loss of access to resources, loss of contractors, loss of ability to attract and retain personnel, delays or increased costs in developing its Projects and an adverse impact on the share price of the Group.
• The Coronavirus outbreak has seen a number of and changeable travel restrictions and quarantining requirements.
• These restrictions, if reimposed as a result of another worldwide pandemic, may have a detrimental impact on the operations of the Company in terms of access to its Projects by key management personnel, disruption to operations and delays or increased costs in accessing resources and supplies.
• The outbreak of Coronavirus has demonstrated the need to have contingency plans in place in relation to the outbreak of pandemics, and has also resulted in a number of companies across the globe being essentially shut down for an extended period of time.
• The impact of this is that the Group will have to ensure that its future plans include an appropriate amount of contingency planning for the current Coronavirus and future pandemics but are also likely to result in some prices from suppliers being higher than previously thought, as they too include contingencies into their pricing models and work to ensure they remain profitable despite periods of lock down or disruption.
• While the Company will seek to manage the effect of Coronavirus on its personnel and operations, if and when necessary, there can be no assurance that Coronavirus will not have an adverse effect on the future operations of the Group’s projects or an investment in the Company.
• Investment in the Ordinary Shares may not be suitable for all readers of this Document.
• Investment in shares traded on AIM involves a higher degree of risk, and such shareholdings may be illiquid.
• An investment in the Ordinary Shares may be difficult to realise.
• Prospective investors should be aware that the value of an investment in the Company may go down as well as up and that the market price of the Ordinary Shares may not reflect the underlying value of the Company.
• The share price of quoted companies can be highly volatile and shareholdings can be illiquid.
• There can be no assurance that an active or liquid trading market for the Ordinary Shares will develop or, if developed, that it will be maintained.
• The Placing Price may not be indicative of prices that will prevail in the trading market, and investors may not be able to resell the new Ordinary Shares at or above the price they paid for them.
• The price of the Ordinary Shares may fall in response to market appraisal of the Group’s business, financial condition, operating results and prospects, or in response to regulatory changes affecting its operations.
• The price at which the Ordinary Shares are quoted and the price which investors may realise for their Ordinary Shares will be influenced by a large number of factors, some specific to the Group and its operations and others which may affect quoted companies generally.
• Shareholders should therefore be aware that the value of the Ordinary Shares can go down as well as up.
• The market value of the Ordinary Shares can fluctuate and may not always reflect the underlying net asset value or the prospects of the Group.
• The market price of the Ordinary Shares could be negatively affected by sales of substantial amounts of such shares in the public markets, including following the expiry of the lock-in period in respect of the Locked-in Persons and Existing Shareholders, or the perception that these sales could occur.
• Following Admission, the Locked-in Persons will own, in aggregate, approximately 61.96 per cent. of the Enlarged Share Capital.
• The sale of a substantial number of Ordinary Shares by the Locked-in Persons and Existing Shareholders in the public market after the lock-in restrictions expire (or are waived), or the perception that these sales may occur, may depress the market price of the Ordinary Shares and could impair the Company’s ability to raise capital through the sale of additional equity securities.
• The Company will need to raise further capital in the future to be able to achieve its stated goals which could potentially be through public or private equity financings or by raising debt securities convertible into Ordinary Shares, or rights to acquire these securities.
• Any such issues may exclude pre-emption rights pertaining to the then outstanding shares.
• If the Company raises significant amounts of capital by these or other means, it will be likely to cause dilution for the Company’s Existing Shareholders.
• Moreover, the further issue of Ordinary Shares could have a negative impact on the trading price and increase the volatility of the market price of the Ordinary Shares.
• The Company may also issue further Ordinary Shares, or issue share options or any other scheme put in place by the Company, as part of its employee remuneration policy, or issue further Ordinary Shares or warrants over Ordinary Shares to third parties in respect of services provided to the Group, which could in aggregate create a substantial dilution in the value of the Ordinary Shares and the proportion of the Company’s share capital in which investors are interested.
• There can be no assurance as to the level of future dividends, if any.
• In the near-medium term, the Directors do not intend to pay dividends as the focus will be on investing in the development of its assets.
• Subject to compliance with the Act and the Articles, the declaration, payment and amount of any future dividends are subject to the discretion of the Directors, and will depend on, inter alia, the Group’s earnings, financial position, cash requirements, availability of profits and the Group’s ability to access, and repatriate within the Group, cash flow and profits generated outside of Ireland.
• A dividend may never be paid and, at present, there is no intention to pay a dividend in the short to medium term.
• Shareholders outside the United Kingdom may not be able to participate in future equity offerings
• The Act provides for pre-emptive rights to be granted to Shareholders in the Company, unless such rights are disapplied by a special resolution in accordance with the Articles.
• However, securities laws of certain jurisdictions may restrict the Company or the Company’s ability to allow the participation of Shareholders in future offerings.
• In particular, Shareholders based in the United States may not be entitled to exercise these rights unless either the rights and Ordinary Shares are registered under the US Securities Act, or the rights and Ordinary Shares are offered pursuant to an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act.
• Any Shareholder who is unable to participate in future equity offerings may suffer dilution.
• The Ordinary Shares are, and any dividends to be paid on them will be, denominated in Pounds Sterling.
• An investment in Ordinary Shares by an investor whose principal currency is not Pounds Sterling exposes the investor to foreign currency exchange rate risk.
• Any depreciation in the value of pounds sterling in relation to such foreign currency will reduce the value of the investment in the Ordinary Shares or any dividends in relation to such foreign currency.
• The presentation of financial information in accordance with IFRS requires that management apply certain accounting policies and make certain estimates and assumptions which affect reported amounts in the Company’s consolidated financial statements.
• The accounting policies may result in non-cash charges to net earnings and write-downs of net assets in the consolidated financial statements.
• Such non-cash charges and write-downs may be viewed unfavourably by the market and may result in an inability to borrow funds and/or may result in a decline in the Ordinary Share price.
• If securities or industry analysts do not publish research or publish unfavourable or inaccurate research about the business, the Company’s share price and trading volume of the Ordinary Shares could decline.
• The trading market for the Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about the Company or its business.
• The Directors may be unable to sustain coverage by well-regarded securities and industry analysts.
• If either none or only a limited number of securities or industry analysts maintain coverage of the Company, or if these securities or industry analysts are not widely respected within the general investment community, the trading price for the Ordinary Shares could be negatively impacted.
• In the event that the Company obtains securities or industry analyst coverage, if one or more of the analysts who cover the Company downgrade the Ordinary Shares or publish inaccurate or unfavourable research about the Group’s business, the share price would be likely to decline.
• If one or more of these analysts cease coverage of the Company or fail to publish reports regularly, demand for the Ordinary Shares could decrease, which might cause the share price and trading volume to decline.
• On Admission, the Concert Party will hold 30.84 per cent. of the Enlarged Share Capital.
• Investors may negatively perceive this level and concentration of share ownership due to the influence that the Concert Party may resultantly exert, which may adversely affect the market value of the Ordinary Shares.
• The Concert Party may have the ability to determine the outcome of matters requiring Shareholder approval, including appointments to the Board and significant corporate transactions.
• In addition, the interests of the Concert Party may be different from the interests of the Group or other Shareholders as a whole.
• This control could also have the effect of delaying or preventing an acquisition or other change of control of the Group.
• Additional funding is likely to be required in order to complete the proposed future exploration and development plans on the Projects.
• There is no assurance that any such funds will be available.
• Failure to obtain financing (under current and future financing arrangements), on a timely basis, could cause the Group to reduce or delay its proposed operations.
• The sources of funds that will be available to the Group from Admission for its Project will be derived from the net proceeds of the Placing.
• There can be no assurance that the Projects will be profitable.
• The Company expects to incur losses until such time as it develops and commences profitable mining operations on the Project.
• The development of infrastructure on the Fulcrum Projects will require the commitment of substantial financial resources.
• The amount and timing of expenditures will depend on a number of factors outside the Company’s control.
• There can be no assurance that the Group will achieve profitability.
• Credit risk arises from the potential that a counter party will fail to perform its obligations.
• Any changes in management’s estimate of the recoverability of the amount due will be recognised in the period of determination and any adjustment may be significant.
• The carrying amount of accounts and related party receivables represents the maximum credit exposure.
• The Group’s cash will be held in major UK, Irish and Canadian banks, and as such the Group is exposed to the risks of those financial institutions.
• Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due.
• The Company’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses.
• Liquidity risk arises primarily from the non-collection of its financial instruments, primarily its sales income, accounts payable and accrued liabilities, all with maturities of one year or less.
• Changes in tax laws in the countries that are applicable to the Company, in particular the UK, Ireland and Canada, or any other subordinate legislation or the practice of any relevant taxation authority could have a material adverse effect on the Company.
• An investment in the Company may involve complex tax considerations which may differ for each investor and each investor is advised to consult their own tax advisers.
• Any tax legislation and its interpretation and the legal and regulatory regimes which apply in relation to an investment in the Company may change at any time.
• The Group has established a system of internal controls for financial reporting.
• Effective internal controls are necessary for the Group to provide reliable financial reports and to help prevent fraud, but notwithstanding this, the Group cannot be certain that such measures will ensure that the Group will maintain adequate control over financial processes and reporting.
• Failure to implement required controls, or difficulties encountered in their implementation, could harm the Group’s results of operations or cause it to fail to meet its reporting obligations.
• If the Group or its independent auditor discovers a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in the Group’s financial statements and adversely affect the market price of the common shares.
• Bribery and corruption are by their nature deceptive and each act or instance of bribery or corruption can taint not only the individuals involved but an entire organisation or process, sometimes long into the future.
• The Group is subject to stringent bribery and corruption regulation across all its operations.
• Taking all reasonable measures to prevent bribery and corruption being perpetrated on, or within, the business is critical to the business model.
• Reputational damage, legal liability and financial loss could result from breach of any of these regulations and guidelines.
• The Group has adopted an anti-corruption and bribery policy and put in place (and will monitor) operational procedures to manage the potential issues that could arise under the UK Bribery Act 2010, but there can be no guarantee that the directors and employees of the Group or its other associates will abide by these procedures and as such the Group, its Directors and employees could be exposed to criticism or prosecution under the UK Bribery Act 2010.
• The Group may be subject to substantial liability claims due to the inherently hazardous nature of its business or for acts and omissions of contractors, sub-contractors or operators.
• Any indemnities the Group may receive from such parties may be limited or may be difficult to enforce if such contractors, sub-contractors or operators lack adequate resources.
• The Group can give no assurance that the proceeds of insurance applicable to covered risks will be adequate to cover expenses relating to losses or liabilities.
• Accordingly, the Group may suffer material losses from uninsurable or uninsured risks or insufficient insurance coverage.
• The Group is also subject to the risk of unavailability, increased premiums or deductibles, reduced cover and additional or expanded exclusions in connection with its insurance policies and those of operators of assets it does not itself operate.
• The Group’s revenues will be derived outside of the UK and the Company’s operations and profitability may be adversely affected by movements in foreign currency exchange rates, particularly by movements in the Euro and the Canadian Dollar, through both transaction and conversion risks.
• The Group’s operational and functional currency is Sterling.
• The Group’s ongoing capital and operational expenditures are primarily in Canadian Dollar.
• The Group’s involvement in the exploration for and development of the Fulcrum Projects may result in the Group becoming subject to liability for pollution, property damage, personal injury or other hazards.
• In accordance with industry practice, the Group may not be fully insured against all of these risks, nor are all such risks insurable.
• Although the Group anticipates maintaining liability insurance in an amount that the Group considers consistent with industry practice, the nature of these risks is such that liabilities could exceed policy limits, in which event the Group could incur significant costs that could have a material adverse effect upon the Group’s financial condition.
• In addition, such risks may not in all circumstances be insurable or, in certain circumstances, the Group may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons.
• The payment of such uninsured liabilities would reduce the funds available to the Group.
• The occurrence of a significant event that the Group is not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on the Group’s financial position, results of operations or prospects.
• The Company will have directors and officers insurance cover in place and the policy will be in effect on or around Admission.
• In the normal course of the Group’s operations, it may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, related to, but not limited to, personal injuries, property damage, property tax, land rights, the environment and contractual disputes.
• The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to the Group and, as a result, could have a material adverse effect on the Group’s assets, liabilities, business, financial condition and results of operations.
• There is no certainty that the expenditure to be made in development of the Group’s Project will result in profitable commercial operations.
• Mining exploration requires the acceptance and support of a wide range of local community stakeholders.
• Failure to share the benefits of operations with local communities such as creation of jobs, local procurement or community investment activities, may cause delays or disruptions to our operations and may undermine our social licence to operate.

Mitigation Strategies

• The Board regularly reviews the risks facing the Company and seeks to exploit, avoid or mitigate those risks as appropriate.
• The Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of the Company’s risk appetite including the identification, assessment and monitoring of Fulcrum’s principal risks.
• The Audit and Risk Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on.
• Risk management is regularly on the agenda of the Board, Audit and Risk Committee and other senior management meetings.
• Additionally, the Board reviews the mechanisms of internal control and risk management it has implemented on an annual basis and assesses both for effectiveness.
• The Board considers that in light of the control environment described above, an internal audit function is not considered necessary or practical due to the size of the Company and the day-to-day control exercised by the Executive Directors.
• However, the Board will monitor the need for an internal audit function.
• The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
• The Company’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses.
• The Group has adopted an anti-corruption and bribery policy and put in place (and will monitor) operational procedures to manage the potential issues that could arise under the UK Bribery Act 2010

Supply Chain Management

Climate-Related Risks & Opportunities

Reporting Standards

Frameworks Used: JORC Code, 2012 Edition

Environmental Metrics

ESG Focus Areas

• Environmental
• Social
• Governance

Environmental Achievements

• Collaboration with Extrakt Process Solutions to extract metals from tailings using environmentally friendly technology.
• Postponement of drilling program at Tully due to less than ideal ground conditions.

Social Achievements

• Offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation.
• Equity incentives are offered to employees.

Governance Achievements

• Adherence to the Quoted Company Alliance's Corporate Governance Code for Small and Mid-Size Quoted Companies.
• Establishment of an AIM rules and UK market compliance committee, an audit and risk committee, and a nomination committee.

Climate Goals & Targets

Environmental Challenges

• Fluctuations in exchange rates of the Canadian Dollar against £ Sterling.
• Need for additional financial resources for exploration activities, licence obligations, and operating costs.
• Risks associated with the ability of mineral discoveries to generate operational cash flows.
• Uncertainty regarding the generation of revenue in the near term.

Mitigation Strategies

• The company successfully raised £3m in the year ended 31 December 2023 through a combination of issuing new shares and Director loan conversions.
• Plans to raise further capital to meet future obligations.
• Prioritising and investing in projects that can be brought into production more quickly with minimal investment.
• Divesting its uranium portfolio to focus on gold tailings projects.

Supply Chain Management

Climate-Related Risks & Opportunities

Reporting Standards

Frameworks Used: QCA Code of Practice

Third-party Assurance: Adler Shine LLP