Description of business

The company’s goal is to become a leading antimony metal processing and technology company.  Tri-Star’s principal asset is its 40% share in Strategic & Precious Metals Processing LLC (“SPMP”) which is developing a 26,000 tonne per annum antimony and 50,000 oz of gold production facility in Sohar, Sultanate of Oman.  This project is referred to as the “SPMP Project” or “Project”.  Tri-Star also owns upstream antimony assets in Canada and Turkey.

 

Names of directors and responsibilities

Directors page

 

Role of the Board and Board Committees

The Company supports the concept of an effective board leading and controlling the Company.  The Board is responsible for approving Company policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved for decision. Procedures are in place for operational management to supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professional advice at the Company’s expense.

The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investments and the Group’s assets and for reviewing its effectiveness.  The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.

The Audit Committee meets at least twice a year to consider the integrity of the financial statements of the Company, including its annual and interim accounts, the effectiveness of the Company’s internal controls and risk management systems, auditor reports, and terms of appointment and remuneration for the auditors. The Audit Committee is currently chaired by David Fletcher who is a Non Executive Director on the Board of Tri-Star Resources Plc.

The Remuneration Committee meet at least twice a year and has as its remit the determination and review of, amongst others, the remuneration of executives on the Board and any share incentive plans of the Company. The Remuneration Committee is currently chaired by Adrian Collins who is an Independent Non Executive Director on the Board of Tri-Star Resources Plc.

The Board has considered the need for an internal audit function and Nominations Committee but has decided the size and complexity of the Group does not justify it at present. However, it will keep this decision under annual review.

 

Country of incorporation

Tri-Star Resources plc is incorporated in England, with

company registration number:

 

04863813

Registered office:

Suite 31, Second Floor, 107 Cheapside

London EC2V 6DN

Exchange Listings

The Company’s shares are traded and quoted on the AIM market of the London Stock Exchange. The Company’s shares are not traded or quoted on any other market.

 

Securities in issue

The Company’s issued share capital consists of 63,864,584 ordinary shares of 5 pence each.  No ordinary shares are held in treasury.  The ordinary shares are voting shares and carry the right for the holder to receive notice of, and attend meetings, of the Company and receive dividends.

The Company also has deferred shares which do not carry rights to vote, receive notice of or attend meetings of the Company or to receive dividends.

 

Directors’ Shareholdings

The holdings of the directors of Tri-Star are as follows:

Director

Ordinary shares held

Percentage of issued share capital

Mark Wellesley-Wood

24,748

0.04%

Karen O’Mahony

456,944

0.72%

Adrian Collins

94,902

0.15%

 

Ms O’Mahony’s shares are held by PEAL Investment Advisory Limited, a company in which Ms O’Mahony has a 75% equity interest and Odey Asset Management LLP has a 15% equity interest.

This information was most recently updated on 18 June 2018.

 

Substantial shareholdings

Interests in excess of 3% of the issued share capital of the Company are as follows:

 

Shareholder                                        Ordinary shares held                      Percentage of issued share capital

Odey Asset Management LLP              41,606,494                                                 65.15%

 

The percentage of shares not in public hands is 66.47%.

This information was most recently updated on 18 June 2018.

 

Restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

 

Corporate Governance Code

Tri-Star Resources plc is not required to comply with the UK Corporate Governance Code and does not voluntarily apply its full requirements. However, the Company’s corporate governance arrangements do meet many of the requirements that the Board considers most relevant, having consideration of the size, nature and scope of the Company’s activities. These arrangements are disclosed in the Company’s Annual Reports, copies of which can be viewed on this website.

 

Investor Relations

Contact email address:         ir@tri-starresources.com

 

Takeover Code

The Company is subject to the City Code on Takeovers and Mergers, as published by the Panel on Takeovers and Mergers and updated from time to time.