Aim Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules for Companies and was last updated on 30 October 2019.

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.

Names of directors and responsibilities

See 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 Nomination Committee will meet at least once a year to evaluate and review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes. It will also be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nominations Committee is 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 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:
16 Great Queen Street
London WC2B 5DG

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 95,173,618 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

Director Ordinary Shares Held % of issued share capital
Adrian Collins 94,902 0.10%

This information was most recently updated on 30 October 2019.

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 68,883,299 72.38%

The percentage of shares not in public hands is 72.48%.

This information was most recently updated on 30 October 2019.

Restrictions on the transfer of securities

There are no restrictions on the transfer of securities

Corporate Governance Code

As an AIM company, Tri-Star is required to maintain on its website details of a recognised corporate governance code, how the Company complies with this code and an explanation of any departure from the code. The Board has concluded that it will seek to comply with the Quoted Companies Alliance’s Corporate Governance Code. See the Corporate Governance page for further details.

Investor Relations

Contact email address:

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.

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