Company number: 11043077

CAERUS MINERAL RESOURCES PLC

ANNUAL REPORT AND CONSOLIDATED

FINANCIAL STATEMENTS FOR THE YEAR ENDED

31 DECEMBER 2022

CAERUS MINERAL RESOURCES PLC COMPANY INFORMATION

Contents

Company Information 3

Chairman’s Report 4

Strategic and Corporate Governance Report 6

Environment, Social and Governance Statement 15

Report Of The Directors 20

Directors’ Remuneration Report 24

Independent Auditor’s Report To The Members Of Caerus Mineral Resources Plc 29

Consolidated Statement of Profit or Loss and Other Comprehensive Income 37

Consolidated Statement of Financial Position 38

Parent Company Statement of Financial Position 39

Consolidated Statement of Changes in Equity 40

Parent Company Statement of Changes in Equity 41

Consolidated Statement of Cash Flows 42

Parent Company Statement of Cash Flows 43

Notes to the Consolidated Financial Statements 44

CAERUS MINERAL RESOURCES PLC COMPANY INFORMATION

Company Information

Directors Adrian Charles England

Christopher Lambert

Charles Oliver Long

Russell Thomson

Dominic Traynor

Company Secretary Orana Corporate LLP

Registered Office Eccleston Yards

25 Eccleston Place

London SW1W 9NF

Company Number 11043077

Independent Auditor PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London

E14 4HD

Registrars Share Registrars Limited

3 Millennium Centre

Crosby Way

Farnham

Surrey GU9 7XX

Brokers Novum Securities Limited

8-10 Grosvenor Gardens

Belgravia

London SW1W 0DH

Legal Druces LLP

Salisbury House

London Wall

London EC2M 5PS

CAERUS MINERAL RESOURCES PLC CHAIRMAN’S REPORT

Chairman’s Report

2022 was a tumultuous year for Caerus Mineral Resources ("CMR"). The composition of the Board

changed significantly, the Company agreed to divest its portfolio of assets, new corporate governance

structures and protocols were implemented, and, critically, the Company's strategy was refined.

Following my appointment in May, my primary objective was to ensure that shareholder value was

being created. It quickly became apparent that the Company's portfolio of assets faced significant

challenges. Accordingly, we initiated an operational and strategic review of the business.

The Company had previously reported positive operational developments regarding the Troulli and

Kalavasos assets. However, it was soon clear that these projects faced fundamental and likely

unresolvable challenges. The Troulli project, whilst offering good long-term potential, was destined to

require extensive capital expenditure and significant management time, which outweighed the potential

upside the asset provided. Following a thorough review, it was decided that Troulli was unlikely to be

large enough to be sufficiently economically attractive.

The Company’s previous management believed there was significant scope to build a copper resource

in the Kalavasos Project, where the Company held four licences. These licenses required approvals

from the Cyprus Ministry of Defence (the MOD) to develop the assets, approvals the former

management believed would be granted. At the request of the new Board, meetings with the Cypriot

Mines Service Department were conducted over the summer of 2022, during which it became apparent

the approvals would not be forthcoming as the MOD required the land for long-term purposes.

Further headwinds were experienced as the new management evaluated the governance structures and

specific contracts relating to the Company's joint Cypriot venture with Bezant Resources Plc. The

Company also reviewed the structure of its arrangement with BMG Resources Limited, a minority

shareholder in CMR's subsidiary company TDL. TDL was responsible for maintaining and progressing

several Cypriot projects. Evidently, the structure of those agreements, as signed, did not uphold

shareholders’ best interests and further justified the need for action regarding the Company’s Cypriot

strategy and assets.

The immediate outcome of these investigations was twofold. Firstly, the Company decided to make a

strategic change of focus away from its Cyprus assets. This resulted in agreeing to the disposal of the

assets in September, with the Company maintaining exposure to potential upside from the development

of the Troulli project. Secondly, CMR enhanced its corporate governance and implemented new

structures to ensure the Company always operates to high standards with all stakeholders. Reflecting

this, and following CMR's investigation into certain actions and commercial decisions made by the

previous management, the Company achieved settlement terms with former directors. The outcome of

this was the return of most of their CMR shares to the Company for no consideration and the termination

of their warrants.

When CMR took ownership with the gifting of the former director's shares, their market value was

approximately £600,000. However, IFRS accounting rules do not appear to have conceived of this

scenario, so we cannot report a profit on these shares. Similarly, the warrant cancellations, under IFRS

2, must be initially fully recognised in the current year P&L as a charge and, despite being cancelled,

cannot be reversed in the current year. The total charge of £167,485, in relation to cancelled warrants,

was recycled through the profit and loss reserve account and is shown in the ‘Statement of Changes In

Equity’. The warrant cancellation also has the advantage of reducing the shareholder's dilution.

Corporate governance has been further enhanced with the recent appointment of Adrian England as our

Non-Executive Independent Director and new legal advisors.

CAERUS MINERAL RESOURCES PLC CHAIRMAN’S REPORT

Outlook

The Board believes considerable shareholder value can be delivered if the Company remains focused

on its strategy of taking opportunities arising from and aligned to supporting the European electric

vehicle supply chain and its compliance with increasing global legislation.

CMR is committed to supplying the clean energy sector and will look to maximise opportunities created

through the Company's alliance with EV Metals Group plc ("EVM"). However, in addition to the EVM

alliance, the board is able to draw on its significant experience within the mining sector and the

management's extensive network and deep understanding of the industry’s dynamics. Accordingly,

alongside opportunities that emerge from the EVM alliance, the board has been evaluating opportunities

from its own network that fit its strategy. As the market recognises the long-term production deficit for

commodities required to supply the EV transition, not all vendor valuation expectations meet CMR’s

high hurdle of delivering long-term sustainable value. We continue to ensure rigorous financial

discipline when evaluating opportunities, and several opportunities in recent months have not

progressed. However, in the first six months of the year, the Company has built several new and

exciting relationships with owners of high-quality upstream and midstream assets where discussions

regarding partnership and investment are ongoing.

In recent weeks, CMR has decided to enter Morocco, which stands out as an extremely attractive

jurisdiction for upstream and potentially midstream battery materials projects. With deposits of copper,

manganese, nickel and potentially other clean technology metals and minerals, Morocco has proven

well-mineralised geology yet is largely under-explored. Morocco’s main trading partner is the European

Union, and its modern infrastructure, proximity to Europe and political stability make it an excellent

country for CMR to operate in. For a modest sum, CMR has agreed to acquire 80% of a local Moroccan

exploration company, led by a highly regarded geologist with extensive knowledge of the region. This

will enable CMR to enter into strategic upstream joint ventures in addition to creating its own portfolio

of 100% owned projects. I look forward to updating you as our Moroccan portfolio and partnerships

progress.

In December, we announced the payment of a deposit of £500,000 to secure the exclusivity of RIWAQ

and its portfolio of 146 exploration licences in Saudi Arabia. In May, we completed our review of the

RIWAQ portfolio and took the difficult decision not to pursue the opportunity. This was due to several

factors, including the early stage of the projects and the very large size of the portfolio, which our Board

decided would be too large a drain on CMR’s resources. This deposit was received back post the year

end. The Company is not currently planning to draw down on the existing CLN facility which is in

place with EVM.

I want to thank the Department of International Trade (DIT) for its help in the U.K. and overseas

territories, where we continue to evaluate opportunities. Our success will enable the U.K. market to

benefit from the essential commodities we can deliver for the security of a critical supply chain. 2022

was a year of turmoil, though significant progress was made to stabilise the Company and ensure

governance failings are not repeated. Beyond the Board and I would like to thank the FCA for assisting

us in steering our way through a very difficult path for the Company. I am pleased to report all these

issues are behind us now. The Company is now focused on developing excellent opportunities aligned

with its clear strategy. Importantly, we are making meaningful progress. I look forward to providing

our investors with updates over the next six months that return the Company to growth and value

creation for all stakeholders.

Christopher Lambert

Executive Chairman

11 July 2023

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

Strategic and Corporate Governance Report

The Directors present their Strategic Report and Corporate Governance Report of Caerus Mineral Resources

plc for the year ended 31 December 2022.

Principal Activity

The principal activity of the Group is the exploration for, and development of mineral resources and the

identification of future acquisition targets in the same industry.

Review of Business and Operations

A review of the Group’s Business and Operations is as detailed in the Chairman’s Report on pages 4 to 5.

Financial Review and Key Performance Indicators (“KPI”)

Loss for the year

The group loss for the year before taxation amounted to £5,526,529 (2021: loss of £987,970). This includes

the loss attributable to discontinued operations of £1,439,812 (2021: loss of £335,280) and a one-off

impairment charge of £2,918,303 relating to an agreed sale of the Group’s assets in Cyprus.

Cashflow and financing

During the year net cash outflow from operating activities was £889,114 (2019: £938,199). The decreased

outflow is primarily attributable to the write off of the debt from the Joint Venture and option agreements

with Bezant and Jubilee, costs which the Group had to meet without the budgeted partner. Cashflow

forecasts are reported to the Board on a monthly basis to ensure progress is in line with budget. Long term

forecasts are also provided to ensure that the strategy of the business can be adequately funded.

The Group did not receive any funding from shareholders during the year (2021: £4,050,000) and used its

cash reserves to fund both its operations in Cyprus and the deposit of £500,000 to secure the option to acquire

the assets from RIWAQ.

As a result, the Group had a £2.4m net decrease in cash and cash equivalents at year end.

Balance Sheet

During 2022, non-current assets decreased to £83,902 (2021: £2,599,329). This was due to the

reclassification of assets from non-current to current following the agreed sale of the Group’s assets in

Cyprus.

Current assets decreased to £1,158,857 (2021: £2,940,347), this was also due to the sale of the Cyprus assets

and the impairment charge related to this sale.

The total liabilities increased to £1,399,319 (2021: £588,359). This includes a liability of £1,126,589 which

relates to a clause in an amended SPA arising in one of the subsidiaries that is being sold in 2023. More

information is provided in note 25 to these financial statements. Management are disputing this liability.

This liability has been included on the balance sheet under ‘liabilities directly associated with assets

classified as held for sale’.

The three main financial KPIs for the Group are as follows. These would normally allow the Group to

monitor costs and plan future exploration and development activities, however due to the change of the

strategic direction of the Company are only provided for reference purposes:

Continuing and discontinued activities: 2022 2021

Cash and cash equivalents £142,018 £2,508,018

Administrative expenses as a percentage of total assets 93.9% 13.6%

Exploration costs capitalised during the yea

£1,003,612 £444,625

Cash has been used to fund the Group’s operations and facilitate its acquisition of future targets.

Administrative expenses are the expenses related to the Group’s ability to run the corporate functions to

ensure they can perform their operational commitments. Exploration costs capitalised during the year consist

of exploration expenditure on the Group’s exploration licences.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

Section 172(1) statement and stakeholder engagement

The Directors have acted to promote the success of the Company for the benefit of its members as a whole.

Members are the shareholders of the Company as listed in its shareholder register as well as underlying

shareholders that hold shares through dematerialised nominee accounts. The success of the Company is

dependent on strategy and decision making of the Directors, behaviour and actions of its employees and the

support of a wide range of stakeholders notably citizens and government departments of the countries in

which it operates. Strong relationships with its suppliers and the ability of those suppliers to deliver services

as required is also important to long term success.

The Directors also believe the long-term interests of its members is closely aligned to the Company making

a positive impact on local communities and minimising the impact on the environment. The Directors are

firmly of the belief that, above all else, the quality of its employees including management and contractors

defines the Company's interaction with all stakeholders and contributes greatly to success. As a result, the

character and core values of its Directors, employees and contractors is paramount to the success of the

Company.

Long term decision making

The Company has had a transformative year as it sought to divest its Cyprus assets and align its strategy to

the clean technology sector, positioning itself as an upstream supplier of mined raw materials for battery

chemical plants and Europe’s electric vehicle market. The potential Cyprus Asset sale has nearly completed

and the Directors continue to operate the Cyprus subsidiaries until completion, which is currently expected

at the end of September 2023. The decision to focus on larger scale battery metals upstream development

projects was informed by the growth in demand expected from clean energy technologies such as wind

turbines, electric vehicles and battery storage. Rising deployment of these technologies is expected to drive

exceptional demand growth especially in certain rare earth metals, nickel and lithium. Copper is also metal

of interest although strategically the Directors believe larger scale deposits are more likely to generate long-

term member value than small scale projects such as those discovered on its licenses in Cyprus.

Shareholders

The Company publishes regular announcements to ensure shareholders are kept up to

date with developments within the Group. Going forward the Directors expect to

increase the number of face-to-face meetings with its shareholders and potential

investors.

Employees and contractors

During the period under review the Company directly employed geologists and when

required engaged contractors to provide specialist technical services. Management and

the Company's Directors maintain regular direct contact with employees to ensure any

concerns they have are considered and action taken if necessary.

Suppliers

Procurement of technical services such as drilling, geophysics, geological and assaying

relies on the expertise of management and the availability of those services at the time

(both geographically and the supplier’s capacity). Relations with suppliers is maintained

through regular contact, prompt payment and where necessary ensuring high standards

of health and safety are maintained or implemented. Health and safety management by

the Company is most important during supplied drilling and geophysics work.

Local community

At the subsidiary level, management and the Company's employees maintain excellent

relationships with the local communities where they operate. During the year under

review, the Company used local businesses for the provision of certain services,

specifically for water supply, earth works and drilling support. This created and will

continue to create increased economic activity in the areas in which the Company

operates. Local management also maintains regular dialogue with the local population

and mayors to ensure support for and an informed view o

its activities.

Environment

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

The Company's current activities are restricted to exploration related activities with

drilling the most environmentally impactful due to the small-scale earth works required

- development of drill pads, water sumps and access roads in some cases. Considerations

include right sizing the drill-pads and sumps, managing runoff and post-drilling

rehabilitation. As part of Troulli’s development, baseline environmental studies were

undertaken at Troulli by an independent Cypriot consultancy.

Business Conduct Standards

The Company has established a range of policies and procedures and continues to develop these as it

grows. During the period under review, several policies were updated including its policies and process

relating to the Market Abuse Regulation, how and when to maintain insider lists and which software to use

as a management and disclosure tool. It has expanded its Board to ensure independence and stable corporate

governance. It also follows the QCA rules on corporate governance as disclosed in the Corporate Governance

Report which is included in this set of report and financial statements.

Principal Risks and Uncertainties

The principal risks and uncertainties lie in the future investment opportunities being available to the Group

to meet its strategy to acquire larger upstream development opportunities in the battery metals sector, aligned

to its strategy of supplying the battery chemicals industry. The Directors also consider the key risk for the

Group to be the maintenance of its reserves of cash and cash equivalents to meet this strategy.

The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors

consider the following risk factors are of particular relevance to the Group’s activities and to any investment

in the Group. It should be noted that the list is not exhaustive and that other risk factors not presently known

or currently deemed immaterial may apply.

The risk factors are summarised in the table below:

Description

Impact Mitigation

Strategic risks

• Successful acquisition of future opportunities

to build shareholder value, the generation of

future income streams or net asset growth

may not materialise.

•

Competitors with significantly greater

financial and technical resources will be able

to outbid the Company on future upstream

opportunities.

•

Over reliance on a small number of key

individuals, in particular the Directors. The

Company may be negatively affected by the

departure of these individuals.

High

• Board actively seeking to diversify current

portfolio risk by acquiring further exploration

assets.

•

Although actively engaged with EVM and

pursuing this strategy, the Company is also able

to pursue other strategic partners and projects.

•

The Company has a steady shareholder base

and will look to raise further finance as and

when new opportunities present themselves.

The Company will be able to initially place the

10,685,313 gifted ordinary shares to raise

finance.

•

The Company has issued share option grants to

its non-independent directors to incentivise and

retain these directors who are considered key to

enhancing the future market value of the

Company. The premium of the exercise price

relative to the share price on the date of issue

was added to ensure the directors are only

rewarded in line with the creation of

shareholder value.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

Commodity prices

• The value of further opportunities, assets and

potential earnings, will be affected by

fluctuation in metals and minerals prices (e.g.

Copper, Lithium, Nickel).

•

High inflation including of talent are

significantly increasing mining costs and this

could affect valuations of future acquisitions.

Medium

• The Company monitors commodity pricing

trends to ensure new opportunities are regularly

reassessed in light of expected price

movements to ensure these opportunities

continue to offer good value.

•

Demand for certain commodities is set to

increase as sustainability and clean

technologies are becoming a bigger focus. The

Company will continue to focus on those

commodities exposed to renewable energy

themes in its strategic plan.

Financial risks

• Difficulty raising external funding for new

investment opportunities and exploration

activities in volatile capital markets. The

future availability of such financing is

uncertain.

High

• Regular review of cashflow, working capital

and funding options are performed by the Board

to ensure the Company remains a Going

Concern.

•

Build strong and sustainable relationships with

key shareholders. Place the gifted shares to

avoid unnecessary dilution of the share base.

•

Prudent approach to budgeting and strong

financial stewardship - managing commitments

and liquidity to ensure the Group has sufficient

capital to meet spending commitments.

Environmental, social and governance risks

• ESG reporting is constantly evolving and is a

risk for the majority of mining and metal

companies. The Company must seek to

improve diversity, equity and inclusion as

well as be aware of the urgent priorities to

address climate change. All stakeholders

have increased expectations of the

Company’s ESG reporting and the Company

must meet these demands.

Medium

• ESG is part of the Company’s longer-term,

more strategic view and the Board will consider

ESG at each board meeting and understand how

their decisions will meet the various

stakeholder demands.

•

Policies and processes are being further

enhanced to ensure there is a more rigorous

reporting cycle in which requirements are

identified and met before giving rise to any

issues.

Legal and compliance risks

• Bribery and corruption.

• London Stock Exchange or the Financial

Conduct Authority Rule breaches

Medium

• The Company follows the QCA code of

corporate governance and this is set out in this

annual report and accounts. The Company also

has the various policies in place which are

overseen by the Audit Committee and reviewed

on a regular basis:

o Anti Bribery and Corruption

Policy

o Whistle Blowing Policy

o Anti Money Laundering Policy

• There have been board changes in the current

year and now contains Directors with

professional qualifications in law and

accounting. It is also able to consult with

outside advisers to ensure full compliance.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

CORPORATE GOVERNANCE

Introduction:

The Directors recognise the importance of sound corporate governance and seek to apply The Quoted

Company Alliance Corporate Governance Code for Small and Medium size Companies (2018) (the ‘QCA

Code’), which they believe is the most appropriate recognised governance code for a company of the

Company’s size and with a Standard Listing on the London Stock Exchange. The Directors believe that the

QCA Code will provide the Company with the framework to help ensure that a strong level of governance

is developed and maintained, enabling the Company to embed a governance culture into its organisation.

The QCA code can be found on our website: https://www.caerusmineralresources.com

The QCA Code has ten principles of corporate governance that the Company has committed to

apply within the foundations of the business. These principles are:

1. Establish a strategy and business model which promote long-term value for shareholders;

2. Seek to understand and meet shareholder needs and expectations;

3. Take into account wider stakeholder and social responsibilities and their implications for long term

success;

4. Embed effective risk management, considering both opportunities and threats, throughout the

organisation;

5. Maintain the board as a well-functioning balanced team led by the Chair;

6. Ensure that between them the Directors have the necessary up to date experience, skills and capabilities;

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;

8. Promote a corporate culture that is based on ethical values and behaviours;

9. Maintain governance structures and processes that are fit for purpose and support good decision-making

by the Board; and

10. Communicate how the Company is governed and is performing by maintaining a dialogue with

shareholders and other relevant stakeholders.

Here follows a short explanation of how the Company applies each of the principles, including where

applicable any deviation from those principles.

Principle One

Business Model and Strategy

The Board believes that considerable shareholder value can be delivered if the Company remains focused

on its strategy of taking opportunities aligned to the European Electric Vehicle supply chain and its

compliance with increasing global legislation. As a result of this focus, the Company is in early-stage

discussions with several key projects that offer exposure to clean energy commodities. In our efforts to

enhance the supply chain for the ever-growing demand for electric vehicles and drawing on the expertise of

the Board, we have also established a solid network of key strategic partners to assist us in achieving our

goals.

Principle Two

Understanding Shareholder Needs and Expectations

The Board is committed to maintaining good communication and having constructive dialogue with its

shareholders. Virtual roadshows have been held during the year and the Directors have met with shareholders

to discuss issues and provide feedback over the Group’s evolving strategy. In addition, all shareholders were

invited to attend the annual AGM that was held in 2022 and are again encouraged to attend the next AGM

that will be held in June 2023. Investors also have access to current information on the Group through its

website, www.caerusmineralresources.com

Principle Three

Considering wider stakeholder and social responsibilities

The Board recognises that the long-term success of the Group is reliant upon open communication with its

internal and external stakeholders: employees, investee companies, shareholders, contractors, suppliers,

regulators and other stakeholders. The Group has an ongoing relationship with a broad range of its

stakeholders and has regular and direct interaction where it provides these stakeholders with opportunities

to raise issues and provide feedback to the Group.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

Principle Four

Risk Management

The Board is responsible for ensuring that procedures are in place and being implemented effectively to

identify, evaluate and manage the significant risks faced by the Group. It has an established framework of

internal financial controls to address financial risk and is regularly reviewing the non-financial risks to ensure

all exposures are adequately managed. The Group maintains appropriate insurance cover in respect of legal

actions against the Directors as well as against material loss or claims against the Group. The principal risks

and uncertainties are as set out in the Strategic Report. An internal audit function is not considered necessary

or practical due to the size of the Group and the close control exercised by the Board as a whole.

Principle Five

A Well Functioning Board of Directors

The Board currently comprises of the Executive Chair, Chris Lambert, the Chief Executive, Charlie Long,

and three non-executive Directors, Russell Thomson, Dominic Traynor and Adrian England. Adrian England

is considered to be a fully independent director. Further information about the directors can be found on the

company website at www.caerusmineralresources.com.

The Chairman, Chris Lambert has a background in financial services and commodity trading in London over

a career spanning 25 years. He was head of global trading operations for a number of major banks and

commodity houses. He has extensive experience in non-executive and executive Chairman roles for public

companies and of asset identification and acquisition in the natural resources sector.

Charlie Long is a mining specialist with industry and financial services experience. He started his career in

mining over 20 years ago as the founder of a building materials quarrying company in China. He has worked

as a sell-side mining analyst for over 10 years, including at Singer Capital Markets, Sanlam Securities and

finnCap. Charlie was business development manager for AIM-listed Avesoro Resources and more recently

CFO for Audere Solutions, a UK based risk management advisory group.

Russell Thomson is a professional accountant (CPA) with over 30 years working experience in the

construction, engineering, railway, energy, natural resources and mining industries in Australia, SE Asia,

USA and South Africa. He has been a Director and CFO of EV Metals Group plc since 2014 and is a director

of all EV Metal subsidiaries. Russell was formerly the CFO and Director of ASX-listed Podium Minerals

Limited.

Dominic Traynor is a capital markets solicitor and company director with extensive experience in the public

markets and corporate governance. He is a partner at City law firm, Druces LLP and was a founding director

of both EV Metals Group plc and EV Metals UK Ltd. His other corporate positions include director of Prism

Group AG, an investment firm focussed on Fintech and money services and MAST Energy Developments

plc where he is a non-executive director and chairman of the audit committee. He was also a founding

director of AIM-listed SigmaRoc plc.

Adrian England has been in practice since 1982 when he started his professional life as a solicitor. His areas

of expertise include commercial litigation, property litigation, employment and business law. Over the

course of over 20 years, Adrian has represented numerous public limited companies in substantial

commercial litigation matters and undertakes most of his client’s advocacy in court.

All Directors are subject to re-election in accordance with both the requirements of the UK Companies Act

and the Company’s articles of association (“Articles”). The Company’s Articles state that Directors are

subject to re-election at intervals of no more than three years. The letters of appointment for all Directors

stipulate the time commitment that each Director is expected to provide to the Company. The executive

Directors are contracted to provide these services on an exclusive basis, though board approval may be given

to engage in outside paid work. The non-executive Directors acknowledge in their letter of appointment that

the nature of the role makes it impossible to be specific on maximum time commitment, but that there will

be a minimum of 2-3 days a month, which will include preparation for and attendance at monthly board

meetings. The Board Chairman serves as chair of every meeting of the Board of Directors.

The Board is expected to meet at least 6 times per year. It has established an Audit Committee and a

Remuneration Committee, particulars of which appear hereafter. The Board has agreed that decisions on

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

appointments to the Board are made by the Board as a whole and so has not created a Nominations

Committee. The Board considers that this is appropriate given the Group’s current stage of operations. It

shall continue to monitor the need to match resources to its operational performance and costs and the matter

will be kept under review going forward.

Attendance at Board and Committee Meetings

The Group will report annually in the Directors’ Report on the number of Board and committee meetings

held during the year and the attendance record of individual Directors. Directors meet formally and

informally both in person and by telephone. To date there have been at least bi-monthly informal meetings

of the Board and 17 formal meetings during 2022/3, and the volume and frequency of such meetings is

expected to continue at this rate.

Director Number of formal board meetings with possible attendance record in 2022/3

Adrian England

Christopher Lambert

Charles Long

Russell Thomson

Dominic Traynor

Mart

n Churchouse

1/1 (and 1/1 Audit Committee Meeting)

8/8

9/9

4/8 (and 2/2 Remuneration Committee Meetings and 2/2 Audit Committee Meetings)

7/8 (and 2/2 Remuneration Committee Meetings and 2/2 Audit Committee Meetings)

4/4

And

ew Daniels 4/4 (and 1/1 Remuneration Committee Meetin

)

Michael Johnson 4/4 (and 1/1 Remuneration Committee Meetin

)

Principle Six

Appropriate Skills and Experience of the Directors

The Board currently consists of five Directors and, in addition, the Company has employed the outsourced

services of Orana Corporate LLP to act as the Company Secretary. The Company believes that the Directors

have wide ranging experience working for, and, or advising businesses operating within the natural resources

sector. They also have an extensive network of relationships to reach key decision-makers to help achieve

their strategy.

The Board recognises that it currently has a limited, all male, Board and does not have a Finance Director.

This will form a part of any future recruitment consideration if the Board concludes that replacement or

additional Directors are required. The Board is aware, that as it grows, it will look to recruit and develop a

diverse and gender-balanced team.

There is no formal process to keep Directors’ skill sets up-to-date given their wealth of experience. However,

the Company’s lawyers, auditors and broker provide regular updates on governance, financial reporting and

Listing rules and the Board is able to obtain advice from other external bodies when necessary.

Hill Dickinson LLP, a commercial law firm, were engaged during the year to support the Board into an

investigation into the former Board and various corporate governance issues. The outcome of which was a

settlement with the former directors resulting in the cancellation of 1.1 million warrants and the gifting of

10.7 million shares back to the Company.

Principle Seven

Evaluation of Board Performance

Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an annual

basis in the form of peer appraisal and discussions to determine the effectiveness and performance against

targets and objectives. As a part of the appraisal the appropriateness and opportunity for continuing

professional development whether formal or informal is discussed and assessed.

Principle Eight

Corporate Culture

The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the

Group as a whole which in turn will impact the Group’s performance. The Directors are very aware that the

tone and culture set by the Board will greatly impact all aspects of the Group and the way that consultants

or other representatives behave. The corporate governance arrangements that the Board has adopted are

designed to instil a firm ethical code to be followed by Directors, consultants and representatives alike

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

throughout the entire organisation. The Group strives to achieve and maintain an open and respectful

dialogue with representatives, regulators, suppliers and other stakeholders. Therefore, the importance of

sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate

objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this

flows through all that the Group does. The Directors consider that at present the Group has an open culture

facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The

Group has adopted, with effect from the date on which its shares were admitted to the LSE’s main market

for listed securities, a code for Directors' dealings in securities which is appropriate for a company whose

securities are traded on this main market and is in accordance with the requirements of the Market Abuse

Regulation which came into effect in 2016.

Issues of bribery and corruption are taken seriously. The Group has a zero-tolerance approach to bribery and

corruption and has an anti-bribery and corruption policy in place to protect the Group, its employees and

those third parties to which the business engages with. The policy is provided to staff upon joining the

business and training is provided to ensure that all employees within the business are aware of the importance

of preventing bribery and corruption. Each employment contract specifies that the employee will comply

with the policies. There are strong financial controls across the business to ensure on going monitoring and

early detection.

Principle Nine

Maintenance of Governance Structures and Processes

The Group’s governance structures are appropriate for a company of its size. The Board also meets regularly

and the Directors continuously maintain an informal dialogue between themselves. The Chairman is

responsible for the effectiveness of the Board as well as primary contact with shareholders, while the

execution of the Group’s investment strategy is a matter reserved for the Chief Executive. The current

Governance structure is outlined below:

Audit committee – This is led by Adrian England (Chair). Russell Thomson and Dominic Traynor are also

on the committee. This committee has primary responsibility for monitoring the quality of internal controls

and ensuring that the financial performance of the Group is properly measured and reported. It receives

reports from the executive management and auditors relating to the interim and annual accounts and the

accounting and internal control systems in use throughout the Group. The Audit Committee meets at least

twice in each financial year and it has unrestricted access to the Company’s auditors.

Remuneration committee – This is led by Russell Thomson (Chair). Adrian England and Dominic Traynor

are also on the committee. The Remuneration Committee reviews the performance of the executive directors

and employees and makes recommendations to the Board on matters relating to their remuneration and terms

of employment. The Remuneration Committee also considers and approves the granting of share

options/warrants pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the

Company’s Remuneration Policy.

Principle Ten

Shareholder Communication

The Board is committed to maintaining good communication and having constructive dialogue with its

shareholders in compliance with regulations applicable to companies quoted on the LSE’s Main Market. All

shareholders are encouraged to attend the Company's Annual General Meeting where they will be given the

opportunity to interact with the Directors.

Investors also have access to current information on the Company through its website,

www.caerusmineralresources.com, and via Chris Lambert, Executive Chairman, who is available to answer

investor relations enquiries.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

Report of the Audit Committee

This report is prepared in accordance with the Quoted Companies Alliance (QCA) corporate governance

code for small and mid-sized quoted companies, revised in April 2018. A summary of the Committee’s role

and membership can be found in the Governance section of this Annual Report. Committee meetings are

held at least twice a year, and the external accountant is invited to attend together with the external auditor.

During the 2022, two meetings of the Committee were held during the year, and the following significant

issues were considered:

Significant issue Summary of significant issue Actions and Conclusion

Going concern Assessment of the Group’s ability to

continue as a going concern as part

of the preparation of the financial

statements.

This assessment of going concern

covers a period of at least 12 months

from the date of signing the financial

statements.

On 30 September 2022, the Board announced the

renewal of the EV Metals Strategic Alliance.

Although this strategy has not progressed as expected

the Company is still expecting to receive a total of

£312,300 in commission from the placing of EVM

shares as part of the Settlement Agreement with

previous Directors. The Directors are confident that

various fund raising opportunities are available in the

coming months and therefore the Committee, whilst

they draw attention to the material uncertainty that

exists at the date of these accounts, nevertheless

consider it appropriate to continue to adopt the going

concern basis of accounting in preparing the financial

statements. The going concern statement is detailed

in full in note 3 of the consolidated financial

statements.

Fair value of the

assets held for

resale

The assets held for resale as per the

Sales and Purchase Agreement

signed on 25 January 2023 were

assessed under the requirements of

IFRS 5.

Management concluded the fair value of the assets

held for resale should be recorded as £424,328. This

resulted in an impairment as set out in note 13 to the

consolidated financial statements.

Treasury shares 10,685,313 shares were gifted back

to the Company following the

settlement with the former Board.

There is no specific accounting

treatment for gifted shares.

Management concluded that the accounting treatment

in IAS 32 for Treasury Shares should be followed as

set out in note 20 to the consolidated financial

statements.

Share-based

payments

The Company issued share option

grants to its non independent

Directors. These were assessed in

accordance with IFRS 2 and the

charge will be calculated using

market based conditions

including

share price volatility, risk free rate,

and expected life.

Management used inputs from impartial external

sources in order to appropriately calculate share-

based payments reserve postings and share based

payments expense during the year. Calculations are

set out in note 23 to the consolidated financial

statements.

External Auditor's Fees

There was no significant non-audit work carried out by PKF subsequent to their appointment. Full details of

fees paid during the year may be found in note 6 to the financial statements.

Objectivity and Independence

The Committee continues to monitor the Auditor’s objectivity and independence and is satisfied that PKF

and the Company have appropriate policies and procedures in place to ensure that these requirements are

not compromised.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

Re-appointment of External Auditor

The Committee recommends to the Board the re-appointment of PKF Littlejohn LLP as Auditor at the

forthcoming 2023 annual general meeting (AGM), and PKF Littlejohn LLP has expressed its willingness to

continue in office.

Internal controls/audit

The Directors acknowledge their responsibility for the Groups’ system of internal control and for reviewing

their effectiveness. These internal controls are designed to safeguard the assets of the Group and ensure the

reliability of financial information for both internal use and external publication. Whilst the Directors are

aware no system can provide absolute assurance against material misstatement or loss, regular review or

internal controls are undertaken to ensure that they are adequate and effective.

The Group does not currently have an internal audit function due to the small size of the Group and limited

resources available. To date, the Committee has decided that an internal audit function is not required but

will continue to assess the situation on a regular basis.

Going Concern

The Directors, whilst they draw attention to the material uncertainty that exists at the date of these financial

statements, nevertheless consider it appropriate to continue to adopt the going concern basis of accounting

in preparing the financial statements. The going concern statement is detailed in full in note 2 of the

consolidated financial statements.

Environment, Social and Governance Statement

The Group is committed to providing a safe working environment for all its employees and to responsibly

manage all of the environmental interactions of its business. Its objective is to perform and achieve at a level

notably in excess of the regulatory minima required by the host countries in which it does business.

To meet these objectives, the Group has defined and adopted a Health, Safety, Environment, and Community

(“HSEC”) policy that applies to all Group activities in Cyprus and elsewhere.

The Group is committed to the implementation of a high standard of HSEC management and delivery from

exploration through production to eventual mine closure. Its field staff are accountable for delivery of the

HSEC policy and its Directors, Officers and Employees are responsible for compliance with the expected

high standards of HSEC performance.

The following specific commitments are made as regards HSEC matters:

Health & Safety

• Provision of health and safety training to all employees;

• All necessary measures are taken to minimise workplace injuries, and

• Establishment of management and advisory programmes for the prevention of transmissible diseases.

Environment

The Group prides itself on being a skilled and responsible developer. It functions with the clear mandate of

being in full compliance with corporate standards, applicable environmental laws, regulations and permit

requirements. It has an internal monitoring programme in place that plays a critical role in continuously

improving its environmental performance. This is reported to the Board annually.

The Group strives to minimise its environmental effects wherever and to:

• Comply with applicable laws, regulations and commitments wherever it operates;

• Ensure it has the necessary resources, procedures, training programmes and responsibilities in place to

achieve its environmental objectives;

• Strive to protect air and water quality, minimise consumption of water and energy, and protect natural

habitats and biodiversity;

• Promote an ongoing environmental dialogue with its stakeholders in the communities where it conducts

business;

• Collaborate with stakeholders to define environmental priorities and to protect the environment, and

• Consider the requirement for environmental protection in all aspects of exploration and development.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

Communities

As well as recognising the need to protect the natural environment the Group will follow best practices in:

• its interactions with local communities,

• respecting customs and cultural practices, and

• minimising intrusion upon lifestyles and traditions.

The Group will not violate human rights and will, wherever possible, favour employment for local people

when it recruits. It will strive to be recognised as a socially aware and responsible business.

Climate-Related Financial Disclosures

The Group recognises that climate change represents one of the most significant challenges facing the

world today. Under the Listing Rules compliance with the Task Force on Climate-Related Financial

Disclosures (TCFD) is required for premium and standard listed companies on a comply or disclose basis.

These new listing rules came into effect on 1st January 2021 for UK premium listed companies and 1st

January 2022 for those on the standard list.

TCFD Purpose

In contrast to the Streamlined Energy and Carbon Reporting disclosures which requires listed companies

to disclose their greenhouse gases emissions, CO

and energy usage, TCFD is primarily designed to

protect shareholders from the impacts of climate change by ensuring companies adapt to the risks and

opportunities that climate change presents. In the mining industry an example would be a brown thermal

coal exploration company presented with reduced market demand over the next 25 years.

TCFD adherence requires disclosure of greenhouse gas emissions as part of the Metrics and Targets

section. This creates a degree of overlap with SECR requirements, however TCFD’s focus is

understanding how GHG emissions may expose a company to future changes in law, regulation or market

dynamics which penalise higher polluting industry sectors, sub sectors or companies.

Climate change risks and opportunities

The following table includes our TCFD disclosures and where necessary explanations why the Company

has not fully met and the board’s plans to implement these in future.

Caerus Mineral Resources’ Governance, Strategy, Risk Management, Metrics and Targets

Governance

Board of director’s oversight The company does not currently have a risk or climate risk

committee although climate risk is discussed at board meetings

when relevant. A climate risk committee will be implemented

when deemed necessary, most likely once a development project

reaches the Bankable Feasibility Stage.

Since our strategy and business plan are to capitalise on climate

change by investing in Clean Technology raw materials, climate

change opportunity is embedded in our activity.

Assessment and management Climate related issues identified and discussed during the period

include the availability of water for a potential mining operation in

Cyprus (risk) and the availability of improved solar technology for

mine power (opportunity).

The environmental consultant engaged in Cyprus reports to the

subsidiary level director who reports directly to the board. A

Director has also met the environmental consultant.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

Strategy

Risks and opportunities Climate related issues identified and discussed include:

1. the availability of water due to changes in precipitation patterns

for a potential mining operation in Cyprus (risk) and;

2. the improving technology and lower cost of renewable solar

energy to power a mining operation (opportunity).

In the medium term, the directors believe that demand for Clean

Technologies will increase demand for a range of metals and

minerals including copper, nickel, aluminium and lithium. This

provides an opportunity which is the basis for the Company’s

strategy.

Strategy The company’s strategy is to acquire and develop mining projects

directly exposed to the Clean Technology economy of the future.

The company’s historical and future acquisitions, investments and

operating costs are intended to deliver the strategy of developing

Clean Technology metals and minerals.

Under all climate change scenarios, the board anticipates an

increase in Clean Technology demand and therefore the metals and

minerals that make these technologies possible.

Risk Management

Risk identification The company has identified key climate change related risks as

follows:

1. Supplier disruption.

2. Competition for clean technology related metals and

minerals projects.

3. Competition for equity capital between similar upstream

companies in the clean technology metals sub sector.

4. Climate change physical impacts on jurisdiction and

regions where metals and minerals deposits are located.

5. Potential for higher input costs, notably for fossil fuels

and building materials such as cement and steel.

6. Reduced demand for metal concentrates which have been

produced using higher than average GHG emissions

energy such as coal fired power.

Processes and management The company’s strategy is to acquire and develop mining projects

directly exposed to Clean Technology industries.

A key part of the mine development process are the Pre-Feasibility

and Bankable Feasibility studies, both of which include

investigations into mine emissions (gases and fluids) and waste

(including tailings). The PFS and BFS studies also include:

1. Investigations into the use of new technologies (especially

renewable sources of energy such as solar).

2. Environmental baseline studies.

3. Water supply studies, rainfall pattern change, and regional

hydrogeology.

4. Climate and weather patterns including average monthly

temperatures.

The PFS and BFS studies are authored by independent technical

experts and managed by senior management and board members.

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

For new project acquisitions, the company’s due diligence

processes include a desktop review which cover all the above

potential risks and opportunities.

Metrics and Targets

GHG metrics The company’s greenhouse gas emissions are currently low due to

the nature of operations. During the period under review the main

GHG emitters were:

1. Short distance travel in Cyprus.

2. Employee / contractor accommodation and associated

energy use.

3. Exploration drilling and associated logistics.

As noted in the Company’s SECR disclosure below, energy usage

was below 40,000 kWh and as a result complete Scope 1, 2 and 3

GHG data was not collected. During 2023 the Company will

implement improved GHG data collection methodology at the

Company and subsidiary levels although it expects GHG

emissions and energy usage to remain relatively low.

Climate related physical risks The Company’s exposure to physical risk relates to changes to the

environment where its development operations are based. The

principal physical risk identified in Cyprus is the potential for

reduced rainfall and how this impacts water supply at a future

operation. The Company is working on a metric which fairly

quantifies this and other physical risks.

At the UK Company level, the directors ensure that climate change risks and opportunities are embedded

in strategy. The directors are of the view that the successful acquisition and development of Clean

Technology metals projects is aligned to TCFD opportunities and will result in share price appreciation.

As a result, at this stage through an option scheme, the executive directors are incentivised to deliver

share price appreciation which is the only KPI for Directors.

Where it works with host communities, the Company aims to help build their understanding of how to

minimise greenhouse gas and other emissions.

The Board will ensure that in its strategic plans climate related risks and opportunities are identified over

the short, medium and long term and the impact of these risks are included in financial and scenario

planning. This will principally be achieved through understanding how risks and opportunities are likely

to affect the company’s development projects and planning accordingly.

Governance will be strengthened to ensure reporting on these climate related risks is meaningful and

transparent. Risk Management will include a process for identifying, assessing, and managing climate-

related risks and the Group will establish various metrics and targets to assess climate-related risks and

opportunities.

Streamlined Energy and Carbon Reporting

The Group’s current operations are limited to exploration activities in Cyprus and due diligence activities

in various other jurisdictions where it has and will continue to assess potential development projects for

investment. During 2022 the Company estimated journey distance in miles based on average daily

mileage at the Cyprus operations, this was used to estimate fuel consumption. A similar approach was

used to estimate the energy use in the rented accommodation. The Cyprus operations employed three

geologists who shared accommodation and a vehicle. Other significant GHG emissions related to

contractor drilling activity which consisted of one drill rig for two relatively short periods during FY23.

One of the requirements of the Streamlined Energy and Carbon Reporting (SECR) initiative is to report

energy use that is used to calculate the GHG emissions reported in the Directors’ Report. This needs to

be provided in kilowatt hours (kWh). However, only quoted companies and large unquoted companies

that have consumed more than 40,000 kilowatt-hours (kWh) of energy in the reporting period must

CAERUS MINERAL RESOURCES PLC STRATEGIC AND GOVERNANCE REPORT

include energy and carbon information within their directors’ report. The Group does not currently

exceed this threshold and is therefore presently exempt from the SECR reporting requirements.

The Group works to minimise its contribution to greenhouse gas emissions in Cyprus and will maintain

this focus at all future operations. The Group intends to publish GHG and energy emissions data in line

with the SECR regulations as the Group’s projects develop. As explained in the TCFD disclosure the

company will be implementing improved GHG data collection processes throughout the Group during

2023.

Whistleblowing

The Group has adopted a formal whistleblowing policy which aims to promote a very open dialogue with

all its employees which gives every opportunity for employees to raise concerns about possible

improprieties in financial reporting or other matters.

Diversity

The Board are aware of its lack of diversity in its Board and senior management. It has an all-white, male

Board and therefore do not meet any of the board diversity targets as detailed out in Policy Statement PS

22/3 of the Listing Rules and DTR requirements, on gender or ethnicity. The Board will address these

issues going forward, however, the Board is conscious that the Group is small, with no employees except

Directors and the recruitment of a diverse Board in the immediate future may not be feasible owing to the

necessary expertise required.

Events after the reporting date

Events after the reporting date are as described in the Chairman’s Report and Note 28 to the financial

statements.

Market Abuse Regulations

The Group is required to comply with article 18(2) of the Market Abuse Regulation (“MAR”) with

reference to insider dealing and unlawful disclosure of inside information. The LSE requires traded

companies to maintain insider lists as set out in the MAR. The Board has put in place a MAR compliance

process and this and the Company’s regulatory announcements are overseen by the Board of Directors.

This report was approved by the Board on 11 July 2023 and signed on its behalf by:

Charlie Long

Director

CAERUS MINERAL RESOURCES PLC REPORT OF THE DIRECTORS

Report Of The Directors

The Directors present their report, together with audited consolidated financial statements for the year ended

31 December 2022 (with comparative figures for the twelve month period ended 31 December 2021).

Caerus Mineral Resources plc (“the Company”) is incorporated and domiciled in England and Wales, with

Registered Number 11043077, under the Companies Act 2006. The Company was incorporated on 1

November 2017 under the name Leopard Mineral Investments Limited as a private limited company and

subsequently re-registered as a public limited company on 9 January 2018; and changed its name to Caerus

Mineral Resources plc on 18 September 2018.

The Company’s registered office is at Eccleston Yards, 25 Eccleston Place, London SW1W 9NF.

Principal Activities

The principal activity of the Group is the exploration for, and development of mineral resources, including

in Cyprus, and the identification of future acquisition targets in the same industry.

Results and Dividends

The total loss for the Group for the year ended 31 December 2022 was £5,526,529 (2021: loss of £987,970)

which included a one-off impairment of £2,918,303 which was incurred due to the proposed sale of the assets

in Cyprus. Cash held by the Group as at 31 December 2022 was £142,018 (2021: £2,508,108).

The Directors do not recommend the payment of a dividend (2021: £Nil). The nature of the Group's business

means that it is unlikely that the Directors will recommend a dividend in the coming years. The Directors

believe the Group should seek to generate capital growth for its Shareholders. The Group may recommend

distributions at some future date when it becomes commercially prudent to do so, having regard to the

availability of the Group's distributable profits and the retention of funds required to finance future growth.

Directors’ and Officers’ Indemnity Insurance

During the financial year, the Group maintained insurance cover for its Directors and Officers under a

Directors’ and Officers’ liability insurance policy. The Group has not provided any qualifying indemnity

cover for the Directors.

Business Review, Future Developments and Key Performance Indicators

A review of the business, future developments and key performance indicators are outlined in the Chairman’s

Report and the Strategic and Corporate Governance Report.

Directors

The Directors who held office during the year under review, and as at the date of this report, were as follows:

Adrian Charles England (appointed 1 December 2022)

Christopher Lambert (appointed 25 May 2022)

Charles Oliver Long (appointed 16 May 2022)

Russell Thomson (appointed 25 May 2022)

Dominic Traynor (appointed 25 May 2022)

Martyn John Churchouse (resigned 16 May 2022)

Prof Michael Stephen Johnson (resigned 16 May 2022)

Harold Andrew Daniels (resigned 11 July 2022)

Richard Hawken (appointed 16 May 2022, resigned 25 May 2022)

Brian Rowbotham (appointed 16 May 2022, resigned 25 May 2022)

CAERUS MINERAL RESOURCES PLC REPORT OF THE DIRECTORS

Directors’ interests

The beneficial interests of the Directors who held office at 31 December 2022 and their connected parties

in the share capital of the Company is included in the Remuneration report on pages 24-28.

Substantial shareholders

The Company has been notified of the following interests of 3 per cent. or more in its issued share capital

as at 17 May 2023 (as calculated using the TVR holding):

Number of

Ordinary shares

Percentage of

TVR** holding

Percentage of

overall holding

Caerus Mineral Resources Plc* 10,685,313 N/A 17.5%

EV Metals Group Plc 10,000,000 19.8% 16.3%

Hargreaves Lansdown (Nominees) Limited 7,511,318 14.9% 12.3%

Interactive Investor Service Nominees Limited 6,425,440 12.7% 10.5%

Jason Croppe

7,220,000 14.3% 11.8%

Indo European Mining PR Ltd 4,240,987 8.4% 6.9%

*Purchase of own shares

During the year the Company were gifted 10,685,313 Ordinary Shares (“Returned Shares”) with a nominal

value of £0.01. Nil consideration was paid by the Company for these shares as they were gifted back to the

Company by former directors as part of a settlement negotiated for the loss of value in the Company due to

previous management decisions.

**Total Voting Rights (“TVR”)

The Returned Shares are registered in the name of the Company and are non-voting shares, they are not

capable of being voted on by the Company in respect of any resolutions put forward at any future General

Meeting or Annual General Meeting. Therefore the TVR in the Company has been reduced to 50,525,945

Ordinary Shares carrying one vote per share and each shareholders voting rights will be increased on a pro-

rata basis. The Company's issued share capital, inclusive of the gifted shares held by the Company, will

remain at 61,211,258.

Directors’ remuneration

Directors’ remuneration is disclosed in the Directors’ Remuneration Report on pages 24-28.

Going concern

The financial statements have been prepared under the going concern assumption. Under the going concern

assumption, an entity is ordinarily viewed as continuing in business for at least the 12 month period from

the date of Board approval of the financial statements, with neither the intention nor the necessity of

liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. The Group

is not currently generating revenues and therefore an operating loss has been reported and is expected in the

12 months subsequent to the date of these financial statements.

On 10 May 2023, the Company received the return of a £500,000 deposit relating to the decision not to

pursue a potential acquisition. The Company is in addition expecting a receipt of £312,300 in relation to

commission payments received from EV Metals Group for the placing of their shares as part of the settlement

terms agreed with a former director.

The Company has the ability to place the approximately 10.7 million shares held by itself to raise additional

finance without dilution to the current shareholders.

The Company has performed a review of its financial resources taking into account, the cash currently

available to the Company which includes the following sources of funding, which though not available at

the date of the signing of these consolidated financial statements are expected to be available in the

immediate future.

CAERUS MINERAL RESOURCES PLC REPORT OF THE DIRECTORS

• The Company announced the sale of the Cyprus Assets and is expecting to receive a further

$428,001 in final payment by 30 September 2023.

• The Company has agreed to acquire 80% of a Moroccan company ‘Atlantic Research Minerals’ and

will be seeking to raise finance in the short term to fund the building of its exploration portfolio.

The Company has included these funds in its cash flow projections for the twelve month period from the

date of this report, and based on this review, and after considering reasonably possible operational downside

sensitivities and uncertainties, the Board, whilst acknowledging this material uncertainty, remains confident

of raising finance and therefore have concluded that there is a reasonable expectation that the Company has

access to adequate resources to continue in operational existence for the foreseeable future. For this reason,

the Directors have adopted the going concern basis in preparing the financial statements.

Post Balance Sheet Events

These are detailed out in note 28 to the financial statements.

Financial Risk Management

These are detailed out in note 26 to the financial statements.

Provision of Information to Auditors

The Directors who held office at the date of approval of this Report of the Directors confirm that, so far as

they are individually aware, there is no relevant audit information of which the Group’s auditor is unaware;

and each Director has taken all the steps that they ought to have taken as Director to make themselves aware

of any relevant audit information and to establish that the Group’s auditor is aware of that information.

PKF Littlejohn LLP have expressed their willingness to continue in office and a resolution to re-appoint

them will be proposed at the annual general meeting.

Corporate Governance

A report on Corporate Governance is set out in the Strategic Report.

Annual General Meeting

The Company will hold its Annual General Meeting for 2022 on 29 June 2023.

Listing

The Company’s ordinary shares have been traded on the standard segment of the Main market Listing of the

LSE since 19 March 2021. Novum Securities Limited is the Company’s broker.

Streamlined Energy and Carbon Reporting

This is referred to in the Strategic and Governance Report on pages 18-19.

Political and charitable contributions

The Company made a charitable donation of £100 in 2022 (2020 £575). No political donations were made

in either year.

Statement of Directors Responsibilities

The Directors are responsible for preparing the Annual Report, Report of the Directors, Remuneration Report

and the financial statements in accordance with applicable law and regulations.

CAERUS MINERAL RESOURCES PLC REPORT OF THE DIRECTORS

Company law requires the Directors to prepare consolidated financial statements for each financial year.

Under that law the Directors have elected to prepare the Group and Parent financial statements in accordance

with UK-adopted international accounting standards. Under 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 Group and the Company and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and accounting estimates that are reasonable and prudent;

• state whether applicable UK adopted international accounting standards have been followed,

subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume

that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the

Company and the Group and enable them to ensure that the financial statements and the Directors’

Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the

assets of the Company and the Group 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 United Kingdom governing the preparation and

dissemination of the financial statements may differ from legislation in other jurisdictions.

Directors’ Responsibility Statement Pursuant to Disclosure and Transparent Rules

Each of the Directors, whose names and functions are listed on page 3 confirm that, to the best of their

knowledge and belief:

• The Financial Statements prepared in accordance with UK adopted international accounting standards

and give a true and fair view of the assets, liabilities, financial position and loss of the Group and

Company; and

• the Annual Report and Financial Statements, including the Business review, includes a fair review of

the development and performance of the business and the position of the Group and Company, together

with a description of the principal risks and uncertainties that they face.

This report was approved and authorised for issue by the Board on 11 July 2023 and signed on its behalf by:

Charlie Long

Director

CAERUS MINERAL RESOURCES PLC REMUNERATION REPORT

Directors’ Remuneration Report

The Company has an established Remuneration Committee. The Committee reviews the scale and structure

of the Directors’ fees, taking into account the interests of shareholders and the performance of the Group

and Directors.

The Company’s auditors, PKF Littlejohn LLP are required by law to audit certain disclosures and where

disclosures have been audited, they are indicated as such.

Statement of Caerus Mineral Resources Plc’s policy on directors’ remuneration by the chair of the

Remuneration Committee

As chair of the Remuneration Committee I am pleased to introduce our Directors’ Remuneration Report.

One of the Remuneration Committee’s aims is to provide clear, transparent remuneration reporting for our

shareholders which adheres to the best practice corporate governance principles that are required for listed

organisations.

The Directors’ Remuneration Policy, is set out below.

Directors’ remuneration packages are designed to motivate and retain Directors, as well as have regard for

similar jobs in comparable companies. They also take into consideration reward for individual performance

and enhancing value to shareholders. The performance of the Directors will be reviewed annually and an

increase in salary is awarded in line with this evaluation. The current Board of Directors are all newly

appointed in the year and therefore no annual review has taken place.

The executive Directors’ remuneration package includes a basic annual salary, a minimum contribution to

the Company’s stakeholder pension plan, an award of options in line with individual performances.

The key activities of the Remuneration Committee are:

• to determine and agree with the Board the framework or broad policy for the remuneration of the

Company's chair, chief executive, and such other members of the executive management as it is designated

to consider;

• in determining such policy, take into account all factors which it deems necessary including relevant legal

and regulatory requirements;

• recommend and monitor the level and structure of remuneration for senior management;

• when setting remuneration policy for directors, review and have regard to the remuneration trends across

the Company, and review the on-going appropriateness and relevance of the remuneration policy;

• obtain reliable, up-to-date information about remuneration in other companies;

• approve the design of, and determine targets for, any performance related pay schemes operated by the

Company and approve the total annual payments made under such schemes;

• ensure that contractual terms on termination, and any payments made, are fair to the individual, and the

Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and

• oversee any major changes in employee benefits structures throughout the Company.

The Remuneration Committee comprises all three non-executive directors, with the Chair being Russell

Thomson.

Remuneration Components

The Company remunerates directors in line with best market practice in the industry in which it operates.

The components of Director remuneration that are considered by the Board for the remuneration of directors

in future years are likely to consist of:

• Base salaries

• Pension and other benefits

• Share incentive arrangements

The Remuneration Committee do not consider it necessary to have maximum amounts of each remuneration

component.

CAERUS MINERAL RESOURCES PLC REMUNERATION REPORT

The executive Chair’s remuneration package includes a basic annual salary, a car allowance and an award

of share options in line with individual performance. No other payments are made for compensation for loss

of office.

The Company has previously established a workplace pension scheme, however, there are currently no active

members of this scheme. The Company has not paid out any excess retirement benefits to any Directors or

past Directors. The Company has not paid any compensation to past Directors. Amounts paid by the Group

in respect of Directors’ services and options issued for performance are shown in note 23 to the financial

statements.

Recruitment Policy

Base salary levels will take into account market data for the relevant role, internal relativities, their individual

experience and their current base salary. For external and internal appointments, the Board may agree that

the Company will meet certain relocation and/or incidental expenses as appropriate.

Payment for loss of Office

The Committee will honour the Executive Director’s contractual entitlements. Service contracts do not

contain liquidated damages clauses. If a contract is to be terminated, the Committee will determine such

mitigation as it considers fair and reasonable in each case. There is no agreement between the Company and

its Executive Director or employees, providing for compensation for loss of office or employment that occurs

because of a takeover bid.

The Committee reserves the right to make additional payments where such payments are made in good faith

in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by

way of settlement or compromise of any claim arising in connection with the termination of an Executive

Director’s office or employment.

Service Agreements and letters of appointment

The Executive Chairman’s (Chris Lambert) service agreement , dated 22 August 2022, is not for a fixed term

and may be terminated by the Company or the Executive Director by giving 6 months’ notice. The current

salary is set at £144,000 per annum.

The Executive Director’s (Charlie Long) service agreement , dated 22 October 2022, is not for a fixed term

and may be terminated by the Company or the Executive Director by giving 6 months’ notice. The current

salary is set at £125,000 per annum.

The Non-Executive Directors (Russell Thomson, Dominic Traynor and Adrian England), have service

agreements, dated 10 October 2022, 10 October 2022 and 1 December 2022, respectively, with an

appointment period of minimum three years, and thereafter until terminated by either party not giving less

than one months’ prior written notice. The current salary is set at £40,000 per annum.

The terms of all Directors’ appointments are subject to their re-election by the Company’s shareholders at

any Annual General Meeting at which the all Directors stand for re-election.

CAERUS MINERAL RESOURCES PLC REMUNERATION REPORT

Director’s remuneration - (audited)

The table below sets out the remuneration received by the Directors for the year ended 31 December 2022

and 31 December 2021:

Year ended 31 December 2022

Year

ended 31

December

2021

Salary/Fees

Pensions

Share-based

payments

Total

Fees

Executive directors:

Chris Lambert 86,727 - 9,521 96,248 -

Charlie Long 78,536 - 7,141 85,677 -

Martyn Churchouse

48,125 1,027 314

49,466 116,005

213,388 1,027 16,976 231,391 116,005

Non-executive directors:

Adrian England

3,333 - - 3,333 -

Russell Thomson 24,091 - 2,142 26,233 -

Dominic Trayno

24,088 - 2,142 26,230 -

Professor Michael Johnson

- - 116,013

116,013 10,593

Harold Andrew Daniels

38,727 - - 38,727 70,701

90,239 - 120,297 210,536 81,294

TOTAL

303,627 1,027 137,273 441,927 197,299

Resigned as a Director on 16 May 2022

Resigned as a Director on 11 July2022

The warrants associated with these charges were cancelled in the year, there was no cashflow associated with this cost.

Richard Hawken and Brian Rowbotham received nil consideration for their directors’ services during either year.

No percentage change from the preceding financial year in respect of each Director or in respect of the

employees has been shown as none of the Directors have remained in position for a consistent period to

permit a meaningful comparison.

Statement of Directors’ shareholding and share interests (audited)

The beneficial interests of the Directors who held office at any time during the year and their connected

parties in the share capital of the Company is shown below:

2022

number of

Ordinary

2021

number of

Ordinary

2022

number of

options

2021

number of

options

2022

number of

warrants

2021

number of

warrants

Adrian Charles

England

Christopher

Lambert

- - 2,000,000 - - -

Charles Oliver Long - - 1,500,000 - - -

Russell Thomson - - 450,000 - - -

Dominic Trayno

650,000 650,000 450,000 - 250,000 250,000

Martyn Churchouse - 850,000 - - - 2,350,000

Professor Michael

Johnson

1,430,000

3,413,306

- - -

7,750,000

Harold Andrew

Daniels

656,695

6,422,007

these shares and warrants include those held through a connected person or Company

CAERUS MINERAL RESOURCES PLC REMUNERATION REPORT

Share options

On 25 November 2022, the Company granted options over a total of 4,400,000 Ordinary shares of 1 pence

each in the capital of the Company with an exercise price of 7.5 pence per Ordinary share.

The Options will vest in three instalments and will have an exercise period of five years. The first tranche

will vest when the closing mid-market share price reaches 7.5 pence or above for three consecutive trading

days. The second tranche will vest when the share price reaches 12.5 pence. The third tranche will vest when

the share price reaches 17.5 pence.

The Remuneration Committee approved the issuance of these share option grants to incentivise and retain

the Directors, who are considered key to enhancing the future market value of the Company and notes the

premium of the exercise price relative to the current share price.

Relative importance of spend on pay

The table below illustrates the year-on-year change in total remuneration compared to distributions to

shareholders and operational cash flow for the financial periods ended 31 December 2022 and 2021:

Distributions to

shareholders

Total directors and

employee pay

Operational cash

outflow

£ £ £

Year ended 31

December 2022

Nil 527,285 1,107,750

Year ended 31

December 2021

Nil 213,126 938,199

Total employee pay includes wages and salaries, social security costs and pension cost for employees in

continuing operations. Further details on Employee remuneration are provided in note 8. Operational cash

outflow has been shown in the table above as cash flow monitoring and forecasting is an important

consideration for the Remuneration Committee and Board of Directors when determining cash-based

remuneration for directors and employees.

Historical Share Price Performance Comparison

The Directors have considered the requirement for a UK performance graph comparing the Company’s

relative shareholder return with that of a comparable indicator. The comparable indicator chosen is a peer

group index compiled by the Company, consisting of companies in the same industry classification on

London’s AIM and Standard Main Market lists.

The peer group index has the following constituents: Mkango Resources LTD, Condor Gold PLC, Kore

Potash PLC, Xtract Resources PLC, Beowulf Mining PLC, Chesterfield Resources PLC, Power Metal

Resources PLC, Keras Resources PLC and Harvest Minerals Limited, all mining exploration and

development companies under £30m market value.

The chart below illustrates the Company’s share price performance since its listing on 19 March 2021,

compared to this relevant small cap mining peer group index. The adjusted peer group index excludes

Harvest Minerals PLC which performed exceptionally well during this period. Note that Harvest Minerals

PLC and Keras Resources PLC are the only two producers in the peer group.

CAERUS MINERAL RESOURCES PLC REMUNERATION REPORT

Consideration of shareholder views

The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback,

plus any additional feedback received from time to time, is considered as part of the Company’s annual

policy on remuneration.

Approved on behalf of the Board of Directors.

Russell Thomson

Chair of Remuneration Committee

11 July 2023

CAERUS MINERAL RESOURCES PLC

Independent Auditor’s Report To The Members Of Caerus Mineral Resources Plc

Opinion

We have audited the financial statements of Caerus Mineral Resources PLC (the ‘parent company’) and its

subsidiaries (the ‘group’) for the year ended 31 December 2022 which comprise the Consolidated Statement

of Profit or Loss and Other Comprehensive Income, the Consolidated and Parent Company Statements of

Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated

and Parent Company Statements of Cash Flows and notes to the financial statements, including significant

accounting policies. The financial reporting framework that has been applied in their preparation is

applicable law and UK-adopted international accounting standards and as regards the parent company

financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

• the financial statements give a true and fair view of the state of the group’s and of the parent company’s

affairs as at 31 December 2022 and of the group’s loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards;

• the parent company financial statements have been properly prepared in accordance with UK-adopted

international accounting standards and as applied in accordance with the provisions of the Companies

Act 2006; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act

2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditor’s

responsibilities for the audit of the financial statements section of our report. We are independent of the

group and parent company in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Material uncertainty related to going concern

We draw attention to note 3 in the financial statements, which indicates that the group’s current cash

resources are insufficient to enable the group to meet its recurring outgoings for the twelve months from the

date of approval of the financial statements. The group incurred a net loss of £5.5m during the year ended

31 December 2022. As stated in note 3, these events or conditions, along with the other matters as set forth

in note 3, indicate that a material uncertainty exists that may cast significant doubt on the group’s and parent

company’s ability to continue as a going concern. The group is reliant on a commission receivable from EV

Metals Group, an external fundraise, and the proceeds from the sale of its Cypriot assets to fund its recurring

outgoings for the twelve months from the date that the financial statements are approved. Our opinion is not

modified in respect of this matter.

In auditing the financial statements, we have concluded that the director’s use of the going concern basis of

accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’

assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of

accounting included:

• reviewing the cashflow forecast and budgets for the period to 30 November 2024 and the corresponding

assumptions used. This included the expected cash receipt in relation to the sale of Cypriot assets,

commission received on the placing of shares in a related party;

CAERUS MINERAL RESOURCES PLC

• reviewing advice received by the parent company confirming that the possible liability of AU$2 million

to BMG, which the directors do not believe to be enforceable in any event, should not affect the liabilities

payable of the parent company;

• vouching the return of the £500,000 deposit previously paid to RIWAQ for due diligence access;

• discussions with management regarding the future plans of the group; and

• challenging management’s assumptions of forecast income and committed costs as well as the reduction

in forecast costs.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in

the relevant sections of this report.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect

of misstatements. At the planning stage materiality is used to determine the financial statement areas that are

included within the scope of our audit. Materiality applied to the group financial statements was £94,000

(2021: £110,000) with performance materiality set at £65,800 (2021: £77,000). This amount has been

determined by using a blended rate of 5% net assets and 10% loss before tax. Our determination was

considered appropriate given that the net assets represents the shareholder's equity and the loss before tax is

important to measure the operating cash flows on the areas of significant audit risk identified, including the

exploration and evaluation assets and cash and cash equivalents.

We agreed with the audit committee that we would report to them all audit differences identified during the

course of our audit in excess of £4,700 (2021: £6,100) for the group. We also agreed to report any other audit

misstatements below that threshold that we believe warranted reporting on qualitative grounds.

Materiality applied to the parent company’s financial statements was £89,000 (2021: £105,000), with

performance materiality set at £62,300 (2021: £73,500). This amount has been determined by using a

blended rate of 5% net assets and 10% loss before tax. Our determination was considered appropriate given

that the net assets represents the shareholder's equity and the loss before tax is important to measure the

operating cash flows on the areas of significant audit risk identified, including the investment in subsidiaries

and cash and cash equivalents. We agreed with the audit committee that we would report all individual audit

differences identified during the course of our audit in excess of £4,450 (2021: £5,520) together with any

other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

The audits of New Cyprus Copper Limited, Treasure Development Limited and Gold Mines Cyprus Ltd

were performed by component auditors, with materiality set by us at £19,000 (2021: £70,000), £45,000

(2021: £44,000) and £35,000 respectively. In the prior year group performance materiality was used for Gold

Mines Cyprus Ltd.

A benchmark of 70% for performance materiality during our audit of the group and parent company was

applied as we believe that this would provide sufficient coverage of significant and residual risks.

Our approach to the audit

In designing our audit approach, we determined materiality and assessed the risk of material misstatement

in the financial statements. In particular, we assessed the areas requiring the directors to make subjective

judgements, for example in respect of significant accounting estimates and judgements including the

carrying value of evaluation and exploration assets, intra-group balances and investments in subsidiaries and

the consideration of future events that are inherently uncertain. We also addressed the risk of management

override of internal controls, including evaluating whether there was evidence of bias by the directors that

represented a risk of material misstatement due to fraud.

An audit was performed on the financial information of the grou

p’s material operating components which,

for the period ended 31 December 2022, were located in the United Kingdom and Cyprus. The components

in Cyprus were audited by a firm within our PKF network operating under our instruction. We interacted

regularly with the component audit team during all stages of the audit and we were responsible for the scope

CAERUS MINERAL RESOURCES PLC

and direction of the audit process. This, in conjunction with additional procedures performed, gave us

appropriate evidence for our opinion on the group and parent company financial statements.

New Cyprus Copper Limited and Treasure Development Limited have been assessed as significant

components of the group and therefore we designed procedures focused on exploration cost capitalisation

and valuation of the exploration assets in accordance with IFRS 6 Exploration for and Evaluation of Mineral

Resources. This work was significant in addressing our key audit matter in respect of capitalised exploration

costs and valuation of explorations assets in which the group’s exploration costs are recorded.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit

of the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:

the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement

team. These matters were addressed in the context of our audit of the financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material uncertainty related to going concern section we have

determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter How our scope addressed this matter

Management override of controls

Under ISA (UK) 240 “The Auditor’s

responsibilities relating to fraud in an audit

of financial statements”, there is a presumed

significant fraud risk of management

override of controls.

In addition, following the parent company’s

RNS announcement on 5 September 2022

and others during the year we noted that

there was a possibility of an instance

whereby controls and governance

procedures in respect of disclosure to

auditors and the market may have been

lacking in 2021. There was therefore

deemed to be an enhanced risk in relation to

management override of controls. We

needed to consider whether this would have

affected the previously published results of

the prior financial year. Refer to notes 11,

21 and 25.

Our work in this area included:

• Testing the appropriateness of manual or automated

journals processed during the period, including those

made at the end of the period and post-closing entries,

to determine whether these were appropriate. This also

included inquiries of individuals with different levels of

responsibility involved in the financial reporting process

about inappropriate or unusual activity relating to the

processing of journals.

• Reviewing accounting estimates, judgements, and

assumptions within the financial statements for

evidence of management bias, and agreeing to

appropriate supporting documentation. In this context

we viewed the key estimates as being the carrying value

of intangibles, the valuation of investments and

recoverability of intragroup loans, valuation of share-

based payments and the valuation of the BMG liability.

• Evaluating whether there is a clear business rationale to

support any significant cash transactions outside the

normal course of the business of the entity, or

transactions which otherwise appear to be unusual.

• Evaluating the judgements made in the prior year by

previous governance, with emphasis on the valuation of

intangibles, completeness of liabilities, and

recoverability of amounts from Bezant, to assess

whether any misstatements arose and therefore the need

for any prior year adjustments;

• Reviewing and assessing the third party documentation

with respect to Corporate Governance; and

CAERUS MINERAL RESOURCES PLC

• Assessment of the potential liability from the disputed

SPA agreement with BMG Resources as documented

below in a separate Key Audit Matter.

Based on the audit procedure performed, nothing has come

to our attention that would indicate the existence of

management override of controls.

Fair value of investments and intragroup

balances (parent company)

The parent company has material

investments of £424k in its statement of

financial position relating to its subsidiary

undertakings. During the year, the group

decided to change its strategy and signed

terms of agreement to sell the Cypriot

assets.

Therefore, there is a risk that the

investments in subsidiaries (where the

intangibles are the main asset) could be

overstated. Refer to note 13.

Our work in this area included:

• Verifying the ownership of the investment in

subsidiaries as at 31 December 2022;

• Obtaining and reviewing the key terms of the sales

purchase agreements in relation to the sale of

subsidiaries;

• Vouching cash receipts received post year end to bank

statements with respect to payment terms of the agreed

sales prices post year end;

• Obtaining, reviewing and assessing the assessment

performed by management to ensure it is in line with the

requirements of IFRS 5 Non-current Assets Held for

Sale and Discontinued Operations, with specific

reference to the sales price and deferred consideration

dependent on a new JORC resource at Troulli;

• Reviewing the component’s auditor’s response in

relation to the subsidiaries and ensuring there are no

other factors which impact on the sales price;

• Reviewing management’s assessment of the write off of

intragroup loans in the year;

• Reviewing post year end correspondence between the

Company and purchaser regarding the timing of

payment of the Consideration; and

• Assessing the appropriateness of the accounting policies

and disclosures included in the financial statements.

Based on the audit procedures performed, we consider

management's judgements in its assessment of impairment

to be reasonable and there was no indication at year end that

the remaining balance will not be received from the

purchaser. Should this not be paid there could be a further

impairment to the investment carrying value. The contingent

asset in relation to the deferred consideration on sale of the

Cypriot asset has not been included in the investment

valuation at 31 December 2022 in accordance with IAS 37

Provisions, Contingent Liabilities and Contingent Assets

and IFRS 9 Financial Instruments, but has been

appropriately disclosed.

Classification and valuation of Cypriot

intangible assets

CAERUS MINERAL RESOURCES PLC

The group has material intangible assets of

£411k in relation to capitalised exploration

costs in respect of mining activities in

Cyprus. During the year the group decided

to change its strategy and signed terms of

agreement to sell the Cypriot assets.

Therefore, there is a risk that the carrying

value of the intangible assets is overstated,

above the agreed sales price, less direct costs

to sell. There is also a risk that costs have

been incorrectly capitalised in accordance

with IFRS 6 during the year, prior to the

decision to sell. There is also a risk that the

intangible assets at year end, being

classified as held for sale, have not been

accounted for or disclosed in accordance

with IFRS 5.

Refer to note 11.

Our work in this area included:

• Obtaining and reviewing the key terms of the sales

purchase agreements in relation to the sale of

subsidiaries;

• Vouching post year end cash receipts to bank

statements with respect to the sales consideration

as set out in the Share Purchase Agreement;

• Obtaining, reviewing and assessing the assessment

performed by management to ensure it is in line

with the requirements of IFRS 5, with specific

reference to the sales price and deferred

consideration dependent on a new JORC resource

at Troulli;

• Reviewing component auditor’s work over

capitalised costs during the year relating to the

licences of the Cyprus subsidiaries. This includes

considerations in respect of the recognition criteria

within IFRS 6;

• Reviewing post year end correspondence between

the Company and purchaser regarding the timing of

payment of the Consideration;

• Confirming through review of the component

auditor’s files that the subsidiaries hold good title to

its exploration licences as one of the key terms in

determining the valuation of the exploration and

evaluation assets as required by IFRS 6 prior to

classification as an asset held for sale; and

• Assessing the appropriateness of the accounting

policies and disclosures included in the financial

statements.

Based on the audit procedures performed, we consider

management's judgements in its assessment of impairment

to be reasonable and there was no indication at year end that

the remaining balance will not be received from the

purchaser. Should this not be paid there could be a further

impairment to the investment carrying value. The contingent

asset in relation to the deferred consideration on sale of the

Cypriot asset has not been included in the investment

valuation at 31 December 2022 in accordance with IAS 37

Provisions, Contingent Liabilities and Contingent Assets

and IFRS 9 Financial Instruments, but has been

appropriately disclosed.

Completeness of liabilities recognised and

disclosed

During the year, there has been disclosure

of a potential liability within New Cyprus

Copper Limited of AU$2m with respect to

an amended clause in dispute with BMG

Resources (“BMG”). This relates to the

Our work in this area included:

• Obtaining and reviewing the amendment to the

original share purchase agreement of NCC;

CAERUS MINERAL RESOURCES PLC

amendment to the original share purchase

agreement between NCC and BMG.

There is a risk that the exercised option is

not disclosed or accounted for correctly.

Refer to notes 21 and 25.

• Obtaining management’s assessment of the

amendment and whether they believe a liability

arises as a result of the exercised put option;

• Reviewing the third-party documentation prepared

by the parent company’s lawyers;

• Reviewing latest financial statements of BMG to

assess whether they believe a liability exists;

• Reviewing the component auditor’s work over the

liability, including communication with the

subsidiaries’ local lawyers; and

• Assessing the appropriateness of the accounting

policies and disclosures included in the financial

statements.

Notwithstanding that the directors of the group have queries

as to whether the put option should be enforceable, it was

noted that BMG exercised their put option in March 2022 in

accordance with the amended share purchase agreement and

therefore the AU$2m became a recognised liability under

IFRS during the current financial year.

Other information

The other information comprises the information included in the annual report, other than the financial

statements and our auditor’s report thereon. The directors are responsible for the other information contained

within the annual report. Our opinion on the group and parent company financial statements does not cover

the other information and, except to the extent otherwise explicitly stated in our report, we do not express

any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify

such material inconsistencies or apparent material misstatements, we are required to determine whether this

gives rise to a material misstatement in the financial statements themselves. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required to

report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal

requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment

obtained in the course of the audit, we have not identified material misstatements in the strategic report or

the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

CAERUS MINERAL RESOURCES PLC

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit

have not been received from branches not visited by us; or

• the parent company financial statements and the part of the directors’ remuneration report to be audited

are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the

preparation of the group and parent company financial statements and for being satisfied that they give a

true and fair view, and for such internal control as the directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing

the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the directors either

intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative

but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of

irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below:

 We obtained an understanding of the group and parent company and the sector in which they operate

to identify laws and regulations that could reasonably be expected to have a direct effect on the financial

statements. We obtained our understanding in this regard through detailed discussions with

management about and potential instances of non-compliance with laws and regulations both in the UK

and in overseas subsidiaries. We also selected a specific audit team based on experience with auditing

entities within this industry of a similar size.

 We determined the principal laws and regulations relevant to the group and parent company in this

regard to be those arising from:

- Listing Rules as applicable to Standard Segment of the LSE;

- Disclosure Guidance and Transparency Rules (“DTR”);

- Local industry regulations in Cyprus where exploration activity took place in the year;

- Local tax and employment law in the UK and Cyprus;

- Anti-Bribery and Money Laundering Regulations; and

- QCA Corporate Governance Code.

 We designed our audit procedures to ensure the audit team considered whether there were any

indications of non-compliance by the group and parent company with those laws and regulations. These

procedures included, but were not limited to:

- Making enquiries of management;

- Review of legal and professional fees to understand the nature of the costs and the existence of any

non-compliance with laws and regulations;

- Review of minutes of meetings of those charged with governance and RNS announcements; and

CAERUS MINERAL RESOURCES PLC

- Review of accounting ledgers for any unusual journal entries which may indicate non-compliance.

• We also identified the risks of material misstatement of the financial statements due to fraud. We

considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management

override of controls, that the potential for management bias was identified in relation to the carrying

value of the intangible assets and the investments in subsidiaries and the accounting for the contingent

liability as described in the Key Audit Matters section above. We addressed this by challenging the

assumptions and judgements made by management when auditing these significant accounting

estimates.

• As in all of our audits, we addressed the risk of fraud arising from management override of controls by

performing audit procedures which included, but were not limited to: the testing of journals; reviewing

accounting estimates for evidence of bias; and evaluating the business rationale of any significant

transactions that are unusual or outside the normal course of business; and reviewing transactions

through the banks statements to identify potentially large or unusual transactions that do not appear to

be in line with our understanding of business operations.

• As part of the group audit, we have communicated with component auditor the risks associated with

the components of the group, including the risk of fraud as a result of management override of controls.

To ensure that this has been completed, we have reviewed component auditor working papers in this

area and obtained responses to our group instructions from the component auditors.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,

including those leading to a material misstatement in the financial statements or non-compliance with

regulation. This risk increases the more that compliance with a law or regulation is removed from the events

and transactions reflected in the financial statements, as we will be less likely to become aware of instances

of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error,

as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council’s website at:

www.frc.org.uk/auditorsresponsibilities.

This description forms part of our

auditor’s report.

Other matters which we are required to address

We were appointed by the directors of Caerus Mineral Resources PLC on 9 February 2021 to audit the

financial statements for the period ending 30 November 2018 and subsequent financial periods. Our total

uninterrupted period of engagement is 5 years, covering the periods ending 30 November 2018 to 31

December 2022.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent

company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of

the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s

members those matters we are required to state to them in an auditor’s report and for no other purpose. To

the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the

company and the company's members as a body, for our audit work, for this report, or for the opinions we

have formed.

Alistair Roberts (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

11 July 2023

CAERUS MINERAL RESOURCES PLC

Consolidated Statement of Profit or Loss and Other Comprehensive Income

Year ended

31 December

2022

Year ended

31 December

2021*

Notes £ £

Continuing operations:

Administrative expenses 6 (1,168,034) (640,427)

Net impairment losses on disposal of assets 11 (2,918,303) -

Finance costs 7 (380) (12,263)

Operating loss and loss before income tax (4,086,717) (652,690)

Income tax expense 9 - -

Loss after taxation (4,086,717) (652,690)

Total loss from continuing operations (4,086,717) (652,690)

Loss from discontinued operations 21 (1,439,812) (335,280)

Loss for the year (5,526,529) (987,970)

Total loss is attributable to:

Owners of Caerus Mineral Resources plc (5,511,542) (821,801)

Non-controlling interests (14,987) (166,169)

(5,526,529) (987,970)

Other comprehensive income:

Items that may be reclassified to profit and loss:

Exchange differences on translation of

discontinued operations

232,772

(14,264)

Other comprehensive profit (loss) for the period

arising from discontinued operations 232,772 (14,264)

Total comprehensive loss for the year (5,293,757) (1,002,234)

Total comprehensive loss is attributable to:

Owners of Caerus Mineral Resources plc (5,279,620) (827,235)

Non-controlling interests (14,137) (174,999)

(5,293,757) (1,002,234)

Total comprehensive loss attributable to

Owners of Caerus Mineral Resources plc:

Continuing operations (1,153,427) (652,690)

Discontinued operations (4,126,193) (174,545)

(5,279,620) (827,235)

Earnings per share:

Total basic and diluted loss per share (£):

Continuing operations 10 (0.019) (0.013)

Continued and discontinued operations 10 (0.092) (0.020)

*Restated to show discontinued operations as comparative

The accounting policies and notes on pages 44 to 68 form part of these consolidated financial statements.

CAERUS MINERAL RESOURCES PLC

Consolidated Statement of Financial Position

As at

31 December

As at

31 December

2022 2021

ASSETS Notes £ £

on-current assets

Intangible fixed assets 11 - 2,578,529

Tangible fixed assets 12 83,902 20,800

Total non-current assets 83,902 2,599,329

Current assets

Other receivables 14 527,237 432,239

Cash and cash equivalents 115,824 2,508,108

643,061 2,940,347

Assets classified as held for sale 21 515,796 -

Total current assets 1,158,857 2,940,347

Total assets 1,242,759 5,539,676

LIABILITIES

on-current liabilities

Borrowings - (504)

Deferred tax liabilities 18 - (246,840)

Lease liabilities 17 (23,717) -

Financial liability – contingent consideration 15 - (186,916)

Total non-current liabilities (23,717) (434,260)

Current liabilities

Trade and other payables 16 (95,826) (154,099)

Lease liabilities 12 (61,718) -

Deferred tax liabilities 18 - -

(157,544) (154,099)

Liabilities directly associated with assets classified

as held for sale 21 (1,218,058) -

Total current liabilities (1,375,602) (154,099)

Total liabilities (1,399,319) (588,359)

Net (liabilities)/assets (156,560) 4,951,317

EQUITY

Share capital 19 612,113 612,113

Share premium 19 5,840,002 5,840,002

Other equity 20 - -

Share-

ased payments reserve 68,706 98,917

Foreign exchange reserve 22 212,323 (19,599)

Retained earnings (6,856,948) (1,512,891)

Capital and reserves attributable to owners of

Caerus Mineral Resources plc (123,804) 5,018,542

Non-controlling interests (32,756) (67,225)

Total equity (156,560) 4,951,317

The accounting policies and notes on pages 44 to 68 form part of these consolidated financial statements.

The Financial Statements were approved and authorised for issue by the Board on 11 July 2023 and were signed

on its behalf by:

Charlie Long, Director

CAERUS MINERAL RESOURCES PLC

Parent Company Statement of Financial Position

Company number: 11043077

As at

31 December

As at

31 December

2022 2021

Notes £ £

ASSETS

Non-current assets

Tangible fixed assets 12 83,902 -

Investments in subsidiary 13 - 1,458,923

Loans to subsidiaries 14 - 1,057,750

Total non-current assets 83,902 2,516,673

Current assets

Other receivables 14 527,237 378,656

Cash and cash equivalents 115,824 2,426,498

643,061 2,805,154

Assets classified as held for sale 13 424,328 -

Total current assets 1,067,389 2,805,154

Total assets 1,151,291 5,321,827

LIABILITIES

Non-current liabilities

Lease liabilities 17 (23,717) -

Financial liability – contingent consideration 15 - (186,916)

Total non-current liabilities (23,717) (186,916)

Current liabilities

Trade and other payables 16 (95,826) (125,139)

Lease liabilities 12 (61,718) -

Total current liabilities (157,544) (125,139)

Total liabilities (181,261) (312,055)

Net assets 970,030 5,009,772

EQUITY

Share capital 19 612,113 612,113

Share premium 19 5,840,002 5,840,002

Other equity 20 - -

Share-

ased payments reserve 68,706 98,917

Retained earnings (5,550,791) (1,541,260)

Capital and reserves attributable to owners of

Caerus Mineral Resources plc 970,030 5,009,772

Total equity 970,030 5,009,772

The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 by choosing

not to present its individual Statement of Comprehensive Income and related notes that form part of these

approved financial statements.

The Company’s loss for the period from operations is £4,177,016 (2021: loss of £895,438).

The accounting policies and notes on pages 44 to 68 form part of these financial statements.

The Financial Statements were approved and authorised for issue by the Board on 11 July 2023 and were signed

on its behalf by:

Charlie Long, Director

CAERUS MINERAL RESOURCES PLC

Consolidated Statement of Changes in Equity

capital

premium

Share-

based

payment

reserve

paid not

issued

Retained

earnings

Foreign

exchange

reserve

Non-

controlling

interests Total

£ £ £

£ £ £ £

Balance at 1 January

2021 239,000 1,627,665 -

100,000 (691,090) (14,165)

107,774 1,369,184

Comprehensive

income

Loss for the period - - - - (821,801) - (166,169) (987,970)

Exchange differences

on translation of

foreign operations - - -

- - (5,434)

(8,830) (14,264)

Total comprehensive

income for the period - - -

- (821,801) (5,434)

(174,999) (1,002,234)

Transactions with

owners in their

capacity as owners

Issue of shares 373,113 4,526,887 (100,000) - - - 4,800,000

Cost of shares issued - (314,550) 29,530 - - - - (285,020)

Share-

ased payments - - 69,387 - - - - 69,387

Total transactions

with owners

recognised directly in

equity 373,113 4,212,337 98,917

(100,000)

- 4,584,367

Balance as at 31

December 2021 612,113 5,840,002 98,917

- (1,512,891) (19,599)

(67,225) 4,951,317

Comprehensive

income

Loss for the yea

- - - - (5,511,542) - (14,987) (5,526,529)

Exchange differences

on translation of

foreign operations - - -

- - 231,922 850 232,772

Total comprehensive

income for the year - - -

- (5,511,542) 231,922 (14,137) (5,293,757)

Transactions with

owners in their

capacity as owners

Transactions with NCI - - - - - - 48,606 48,606

Share-

ased payments - - 137,274 - - - - 137,274

Cancelled warrants - - (167,485) - 167,485 - - -

Total transactions

with owners

recognised directly in

equity - - (30,211)

- 167,485 - 48,606 185,880

Balance as at 31

December 2022 612,113 5,840,002 68,706

- (6,856,948) 212,323 (32,756) (156,560)

CAERUS MINERAL RESOURCES PLC

Parent Company Statement of Changes in Equity

capital

premium

Share-

based

payment

reserve

paid not

issued

Retained

earnings Total

£ £ £

£ £

Balance at 1 January 2021

239,000

1,627,665

100,000

(645,822)

1,320,843

Comprehensive income

Loss for the yea

- - - - (895,438) (895,438)

Total comprehensive income for

the year - - -

- (895,438)

(895,438)

Transactions with owners

recognised directly in equity

Issue of shares 373,113 4,526,887 - (100,000) - 4,800,000

Cost of shares issued - (314,550) 29,530 - - (285,020)

Share-

ased payments - - 69,387 - - 69,387

Total transactions with owners

recognised directly in equity 373,113 4,212,337 98,917

(100,000)

4,584,367

Balance as at 31 December

2021

612,113

5,840,002

98,917

(1,541,260)

5,009,772

Comprehensive income

Loss for the yea

- - - - (4,177,016) (4,177,016)

Total comprehensive income for

the year - - - - (4,177,016) (4,177,016)

Transactions with owners

recognised directly in equity

Share-

ased payments - - 137,274 - - 137,274

Cancelled warrants - - (167,485) - 167,485 -

Total transactions with owners

recognised directly in equity - - (30,211) - 167,485 137,274

Balance as at 31 December

2022 612,113 5,840,002 68,706 - (5,550,791) 970,030

CAERUS MINERAL RESOURCES PLC

Consolidated Statement of Cash Flows

Year ended

31 December

2022

Year ended

31 December

2021

Notes £ £

Cash flow from operating activities

Loss for the period before taxation (5,526,529) (987,970)

Adjustments for:

Interest paid 380 35

Foreign exchange movements 18,003 46,198

Share-

ased payments 137,274 69,387

Impairment of intangible assets 11 3,067,298 118,690

Bad debt written off 302,886 -

Liability in subsidiary 25 1,126,589 -

Depreciation 12 45,592 5,147

Operating cash flows before movements in working

capital

(828,507)

(748,513)

Increase in trade and other receivables

(31,948)

(187,039)

Decrease in trade and other payables (28,659) (2,647)

Net cash used in operating activities (889,114) (938,199)

Cash flow from investing activities

Payment for acquisition of subsidiary 13 - (284,230)

Proceeds from sale of subsidiary 13 100,000 300,000

Deposit on potential acquisition (500,000) -

Expenditure on fixed assets (37,032) (25,947)

Expenditure on intangible assets 11 (1,003,612) (444,625)

Net cash used in investing activities (1,440,644) (454,802)

Cash flow from financing activities

Proceeds from the issue of shares - 4,050,000

Cost of share issue - (285,020)

Finance lease payments (31,420) -

Interest paid (380) (35)

Net cash (outflow)/inflow from financing activities (31,800) 3,764,945

Net (decrease)/increase in cash and cash equivalents (2,361,558) 2,371,944

Cash and cash equivalent at beginning of period 2,508,108 137,906

Foreign exchange effect of cash movements (4,532) (1,742)

Cash and cash equivalent at end of period 142,018 2,508,108

Significant non-cash transactions

The significant non-cash transactions were the shares received back by the Company as detailed in note

20 and the cancelled warrants as detailed in note 23.

The accounting policies and notes on pages 44 to 68 form part of these financial statements.

CAERUS MINERAL RESOURCES PLC

Parent Company Statement of Cash Flows

Year ended

31 December

2022

Year ended

31 December

2021

Notes £ £

Cash flow from operating activities

Loss for the period before taxation (4,177,016) (895,438)

Adjustments for:

Finance and service income (115,726) (107,251)

Interest paid 380 35

Depreciation 12 32,586 -

Loss on sale of subsidiary - 350,000

Bad debt written off 302,886 -

Share-

ased payments 137,274 69,387

Foreign exchange movemen

(95,081) 33,305

Write off of investment in subsidiaries 3,243,312 -

Operating cash flows before movements in working

capital

(671,385)

(549,962)

Increase in trade and other receivables (51,466) (44,165)

(Decrease)/increase in trade and other payables (28,947) 6,559

Net cash used in operating activities (751,798) (587,568)

Cash flow from investing activities

Investment in subsidiaries through cash advances (1,127,076) (903,658)

Payment for acquisition of subsidiary 13 - (262,734)

Deposit on potential acquisition (500,000) -

Proceeds from sale of subsidiary 13 100,000 300,000

Net cash used in investing activities (1,527,076) (866,392)

Cash flow from financing activities

Proceeds from the issue of shares - 4,050,000

Finance lease payments (31,420) -

Interest paid (380) (35)

Share issue costs - (285,020)

Net cash (outflow)/ inflow from financing activities (31,800) 3,764,945

Net (decrease)/ increase in cash and cash

equivalents

(2,310,674)

2,310,985

Cash and cash equivalent at beginning of period 2,426,498 115,513

Cash and cash equivalent at end of period 115,824 2,426,498

Significant non-cash transactions

The significant non-cash transactions were the shares received back by the Company as detailed in note

20 and the cancelled warrants as detailed in note 23.

The accounting policies and notes on pages 44 to 68 form part of these financial statements.

CAERUS MINERAL RESOURCES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

1. GENERAL INFORMATION

Caerus Mineral Resources plc (the “Company”) is incorporated and domiciled in England and Wales

with Registered Number 11043077 under the Companies Act 2006. The Company was incorporated on

1 November 2017 under the name Leopard Mineral Investments Limited as a private limited company

and subsequently re-registered as a public limited company on 9 January 2018; and changed its name

to Caerus Mineral Resources plc on 18 September 2018.

The principal activity of the Group is the exploration for, and development of mineral resources, including

in Cyprus, and the identification of future acquisition targets in the same industry.

The Company’s

registered office is at Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF.

In the prior year, the Company acquired the entire share capital of PR Ploutonic Resources Ltd (“PRL”)

on 11 June 2021 and transferred its three licences into New Cyprus Copper P.A Ltd (“NCC”). Licences,

which were not considered to be in line with the Group’s future strategy were then moved from another

subsidiary company into PRL, and then PRL was sold, on 5 November 2021. On 10 August 2021, the

Company acquired the entire share capital of Cyprus Gold Mines Ltd (”CGML”). Both of these

acquisitions were treated as asset acquisitions.

On 26 January 2023, the Company announced it had signed a Share Purchase Agreement (the “SPA”)

with PM Ploutonic Metals ltd (“Ploutonic”) and Indo-European Mining PR Ltd (“Indo”) for the sale of

the Company’s Cyprus subsidiaries. This was in line with the Heads of agreement that was announced

on 7 December 2022. The carrying value of these investments have been revalued, in line with IFRS

5, at the fair value less costs to sell, at £424,328, resulting in an impairment of investments of

£1,034,595 at the year end. The fair value less costs to sell is based on the agreed consideration for the

Cypriot asses as per the SPA with the vendor. This is a Level 3 on the fair value hierarchy.

The Directors are required to and have prepared Group financial statements which include the results

of the acquired subsidiaries from the date that the acquisitions took place. As the acquisitions were not

considered to meet the definition of a business combination under IFRS 3, the Group financial

statements are prepared as though the Company has acquired assets.

On 19

March 2021, the Company announced its admission to the Main Market of the London Stock

Exchange under the Standard Segment of the Official List under the ticker “LSE:CMRS”.

2. ADOPTION OF NEW AND REVISED STANDARDS

(a) New standards, amendments and interpretations adopted by the Group.

There were no new or amended accounting standards that required the Group to change its accounting

policies for the year ended 31 December 2022 and no new standards, amendments or interpretations

were adopted by the Group

(b) New standards, amendments and interpretations not yet adopted by the Group.

The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the

date of the Financial Statements are listed below. The Group intends to adopt these standards, if

applicable, when they become effective.

Standard	Impact on initial application	Effective date
IFRS 10 and IAS 28
(Amendments)
	Long term interests in associates and joint
	ventures
		Unknown
Amendments to IAS 1	Classification of Liabilities as current or non-
	current
		1 January 2023

CAERUS MINERAL RESOURCES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Standard	Impact on initial application	Effective date
Amendments to IAS 1	Disclosure of material rather than significant
	accounting policies.
		I January 2023
Amendments to IAS 8	Clarification on how companies should
	distinguish between changed in accounting
	policies and accounting estimates
		1 January 2023
Amendments to IFRS 12	Deferred Tax assets and Liabilities arising from
	a single transaction
		1 January 2023

The Directors have evaluated the impact of transition to the above standards and do not consider that

there will be a material impact of transition on the financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

Summary of significant accounting policies

The principal accounting policies applied in the preparation of the consolidated financial statements are

set out below. These polices have been consistently applied to all the periods presented, unless otherwise

stated.

Basis of preparation

The consolidated financial statements have been prepared in accordance with UK-adopted international

accounting standards and requirements of the Companies Act 2006. The Financial Statements have also

been prepared under the historical cost convention, as modified by the revaluation of financial assets at

fair value through profit or loss.

The functional currency for each entity in the Group is determined as the currency of the primary

economic environment in which it operates. The functional currency of the parent company Caerus is

Pounds Sterling (£) as this is the currency that finance is raised in. The functional currency of NCC,

TDL and CGML is the Euro as this is the currency that mainly influences labour, material and other

costs of providing services. The Group has chosen to present its consolidated financial statements in

Pounds Sterling (£), as the Directors believe it is a more convenient presentational currency for users

of the consolidated financial statements. Foreign operations are included in accordance with the

policies set out below.

The preparation of financial statements in accordance with UK-adopted International accounting

standards requires the use of certain critical accounting estimates. It also requires management to

exercise its judgement in the process of applying the Group’s accounting policies. The areas involving

a higher degree of judgement or complexity, or areas where assumptions and estimates are significant

to the financial information are disclosed in Note 4.