The following information and links are provided for the purposes of Rule 26 of the AIM Rules for Companies.

Afritin Mining Ltd. (Registration number: 63974) was incorporated by the Guernsey Registry on 1st September 2017. The rights of the shareholder may be different from those of a UK incorporated company.

Afritin Mining is a mining company with a portfolio of near production tin assets in Namibia (Uis Project) and South Africa (Mokopane Tin and Marble Hall).

In the terms of the AIM Rules published March 2018 and insofar as it is aware, at 10 September 2018, 218,606,779 of the Company’s AIM securities were not held in public hands.

Afritin Mining Ltd. is not listed on any other exchange or trading platform other than AIM.

There is no restriction on the trading of the Company’s securities.

The Company is incorporated in Guernsey and is subject to the UK City Code on Takeovers and Mergers.

Afritin Mining Ltd. main country of operation is Namibia and South Africa.

 

Click on the links below for the relevant information.

Corporate Governance

Chairman’s Statement

As a listed company traded on the AIM market of the London Stock Exchange we recognise the importance of sound corporate governance throughout our organisation giving our shareholders and other stakeholders including employees, customers, suppliers and the wider community confidence in our business. We endeavour to conduct our business in an ethical and sensitive manner irrespective of race, colour or creed.

In my capacity as Chairman, I have ultimate responsibility for ensuring the Board adopts and implements a recognised corporate governance code in accordance with our stock market listing. Accordingly, the Board have committed to the adoption of, and working to, the Quoted Companies Alliance (“QCA”) Corporate Governance Code 2018. The Chief Executive Officer (“CEO”) has responsibility for the implementation of governance throughout our organisation.

The QCA Corporate Governance Code 2018 has ten key principles. We set out below how we apply each of these principles to our business.

Glen Parsons

Chairman

Principle Application
1. Establish a strategy and business model which promote long-term value for shareholders.The Company is the first pure tin company listed in London and its vision is to create a portfolio of world-class, conflict-free, tin producing assets. The Company's flagship asset is the Uis brownfield tin mine in Namibia, formerly the world's largest hard-rock tin mine.

The Company is managed by an experienced board of directors and management team with a current two-fold strategy: fast track Uis brownfield tin mine in Namibia to commercial production(the intention is to ramp up to 5,000 tonnes of concentrate), and the consolidation of other quality African tin assets. The Company strives to capitalise on the solid supply/demand fundamentals of tin by developing a critical mass of tin resource inventory, achieving production in the near term and further scaling production by consolidating tin assets in Africa.

The Company is subject to a variety of risks, specifically those relating to the mining and exploration industry. The principal risk factors facing the business as well as mitigation of those risks are outlined in the Directors’ Report on pages 24-29 of the 2018 Annual Report.
2. Seek to understand and meet shareholder needs and expectations.The Board is committed to maintaining good communications and having a constructive dialogue with all its shareholders.

Management, led by the CEO, undertake regular presentations and roadshows to investors as appropriate. This enables them to develop a balanced understanding of the issues and concerns of shareholders. The views of shareholders are communicated to the rest of the Board.

Furthermore, the Company keeps shareholders informed on the Company’s progress through its public announcements and its website. All reports and press releases are published in the Investor Relations section of the Company’s website.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.The Board recognises its prime responsibility is to promote the success of the Company for the benefit of its members as a whole. This success is largely reliant on its relations with its stakeholders, both internal (employees and shareholders) and external (customers, suppliers, business partners and advisors).

Employees, community members and other stakeholders work in collaboration with one another and with transparency and accountability. Open dialogue and engagement with community members at our sites is central to maintaining a successful relationship and essential to ensuring long-term sustainability for all parties involved.

The Company endeavours to systematically examine the environmental impact of any of our operations and will adopt measures to mitigate this. The goal is to minimise the negative impacts of the different processes related to the extraction of tin on the environment. The Company operates in the most environmentally and socially responsible way.

The Company maintains a regular dialogue with key suppliers.

The Company places considerable value on the awareness and involvement of its employees in its activities. Within bounds of commercial confidentiality, information is disseminated to all levels of staff about matters that affect the progress of the Company and that are of interest and concern to them as employees.

The Company is currently setting up a share option scheme for employees which will give them a stake in the Company’s long-term success.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.As an entrepreneurial business operating in emerging markets there is clearly an elevated risk which is balanced by potentially greater rewards. The Board is mindful of and monitors both its corporate risks and individual project risks.

The Board ensures that there is a risk management framework in place which identifies and addresses all relevant risks in order to execute and deliver strategy. Key risks are reviewed by the board regularly and disclosed in the annual report.

The Audit Committee receives feedback from the external auditors on the state of its internal controls and reports their findings to the Board.
5. Maintain the Board as a well-functioning, balanced team led by the chair.The Board is comprised of a Chairman, three Non-Executive Directors and the CEO.

The roles of the Chairman and CEO are clearly separated.

The CEO is responsible for the day-to-day operational management of the business and is supported by a Chief Financial Officer, a Chief Operating Officer, geologists and mining engineers.

The Chairman is responsible for the leadership and effective working of the Board, for the implementation of sound corporate governance, for setting the Board agenda, and ensuring that Directors receive accurate, timely and clear information.

The Non-Executive Directors (Glen Parsons, Terence Goodlace, Laurence Robb and Roger Williams) are considered by the Board to be independent of management and free to exercise independent judgement.

The Board meets at least every two months or at any other time deemed necessary for the good management of the business. All directors have attended all Board meetings whilst being a director of the Company.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.Directors who have been appointed to the Company have been chosen because of the skills and experience they offer.

The composition of the Board as well as biographical details are included within the Board of Directors page of this website.

Furthermore, the Company has put in place an Audit Committee and a Remuneration Committee.

The directors have access to training (online training or external training courses) to ensure that their skills are kept up to date.

The Board and its committees will also seek external expertise and advice where required.

Directors are briefed on regulations that are relevant to their role as directors of an AIM-quoted company from the Company’s Nominated Advisor.

Robert Sewell (Chief Financial Officer) and Frans van Daalen (Chief Operating Officer) attend Board meetings by invitation to provide input from a financial and operational perspective.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.The Board considers evaluation of its performance and that of its committees and individual directors to be an integral part of corporate governance to ensure it has the necessary skills, experience and abilities to fulfil its responsibilities. The goal of the Board evaluation process is to identify and address opportunities for improving the performance of the Board and to solicit honest, genuine and constructive feedback.

Since the Company is in its first year of existence, no formal review has been done but board evaluation will be an agenda item going forward.

The Chairman is responsible for ensuring the evaluation process is “fit for purpose”, as well as dealing with matters raised during the process.

Succession planning is a vital task for boards and the management of succession planning represents a key measure of the effectiveness of the Board.
8. Promote a corporate culture that is based on ethical values and behaviours.The Company has a strong ethical culture, which is promoted by the Board and the management team.

The Company endeavours to conduct its business in an ethical, professional and responsible manner, treating all employees, customers, suppliers and partners with equal courtesy and respect at all times.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.The Board approves the Company’s strategy and ensures that necessary resources are in place in order for the Company to meet its objectives.

Whilst the Board has delegated the operational management of the Company to the Chief Executive Officer and other senior management, there are detailed specific matters subject to the approval of the Board. These include:
• annual budget;
• interim and final financial statements;
• management structure and appointments;
• mergers, acquisitions and disposals;
• capital raising;
• joint ventures and investments;
• projects of a capital nature; and
• significant contracts.

The Non-Executive Directors have a particular responsibility to constructively challenge the strategy proposed by the Executive Directors, to scrutinize and challenge performance; to ensure appropriate remuneration and that succession planning arrangements are in place in relation to senior members of the management team. The senior management team enjoy open access to the Non-Executive Directors.

The Chairman is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role. The Chairman with the assistance of the Chief Executive Officer sets the Board’s agenda and ensures that adequate time is available for discussion of all agenda items, in particular strategic issues.

The role of the Audit Committee and the Remuneration Committee is set out in the Corporate Governance Report on pages 30-33 of the 2018 Annual Report.

The governance structures will evolve over time in parallel with the Company’s objectives, strategy and business model to reflect the development of the Company.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.The Board is committed to maintaining good communication and having constructive dialogue with all of its stakeholders, including shareholders, providing them with access to information to enable them to come to informed decisions about the Company. The Investor Relations section of the website provides all required regulatory information as well as additional information shareholders may find helpful including:
• information on Board members, advisors and significant shareholdings;
• a historical list of the Company’s announcements;
• corporate governance information;
• historic Annual Reports and notices of Annual General Meetings, and
• share price information and interactive charting facilities to assist shareholders analysing performance.

Results of shareholder meetings and details of votes cast will be publicly announced through the regulatory system and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.

The work of the Board and its committees are documented in the Annual Report.

Date on which this information was last updated: 25 September 2018

©2018 Afritin. All Rights Reserved. Proudly created by Lifa Communications.

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