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

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

AfriTin is a mining company with a portfolio of tin assets in Namibia (Uis mine) and South Africa (Mokopane project).

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 Limited 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 Limited’s main countries of operation are 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 has 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 that promotes long-term value for shareholders.The Company is a 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 10 000 tonnes of concentrate) and consolidate 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-up production by consolidating tin assets in Africa.

Sustainable development principles are integrated into corporate strategies and decision-making processes by the Board of Directors and management team. The Company endeavours to ensure that responsible health and safety, environmental, human rights and labour practices and policies are adopted by suppliers and contractors.

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 of the 2021 Annual Report.
2. Seek to understand and meet shareholder needs and expectations.The Board is committed to maintaining good communication 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 ‘Investors’ section of this site.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.The Board recognises that its prime responsibility is to promote the success of the Company for the benefit of its stakeholders and 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 is essential to ensuring long-term sustainability for all parties involved. The Company continually implements inclusive and supportive approaches with local communities, to contribute to their economic and social well-being.

The Company endeavours to systematically examine the environmental impact of any of our operations and will adopt measures to mitigate this challenge. The goal is to minimise the negative impacts on the environment of the different processes related to the extraction of tin. At our operational project area, Uis, the non-chemical nature of ore beneficiation, combined with an ore that is largely free of deleterious elements, contributes to a reduced level of environmental risk. Nonetheless, the Company ensures compliance with its operational environmental management plan through continuous monitoring of dust, water and waste management.

The Company maintains a regular dialogue with key suppliers.

Managing human capital equitably and sustainably is central to the Company’s project development strategy. The Company promotes an inclusive work environment through its recruitment policies, management and remuneration policies and development initiatives. Within the 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 has set up a share option scheme for key employees which gives 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 Directors’ Report.

The Audit Committee receives feedback from the external auditor on the state of the Company’s 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 made up of a Chairman, two 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 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 Chairman and Non-Executive Directors (Glen Parsons, Terence Goodlace and Laurence Robb) are considered to be independent of management and free to exercise independent judgement. It is acknowledged that the Non-Executive Directors do have share options. However, the quantum of these share options is not material and is too low to affect independence.
The Board meets at least every three months or at any other time deemed necessary for the good management of the business. Every Director has 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, knowledge and experience they offer considering the stage of the Company and the strategy that it is pursuing.

The composition of the Board as well as biographical details of Board members can be found on the Board of Directors page on the Company 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.

As part of the induction programme conducted by the Company’s nominated adviser, Directors are briefed on regulations that are relevant to their role as directors of an AIM-quoted company.

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 Board Members have the necessary skills, experience and abilities to fulfil their 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.

The Chairman is responsible for ensuring the evaluation process is “fit for purpose”, as well as for 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 irrespective of gender, race, colour or creed.
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, a number of specific matters are 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;
• corporate strategy;
• projects of a capital nature; and
• major contracts.

The Non-Executive Directors have a particular responsibility to constructively challenge the strategy proposed by the executive management team, to scrutinise and challenge performance, to ensure appropriate remuneration, and to ensure that succession planning is 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. 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 roles of the Audit Committee and the Remuneration Committee are set out further on in this 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 ‘Investors’ section on this site provides all required regulatory information as well as additional information shareholders may find helpful, including:
• information on Board members, advisers and significant shareholdings;
• a historical list of the Company’s announcements;
• corporate governance information;
• historical Annual Reports and notices of Annual General Meetings; and
• share price information and interactive charting facilities to assist shareholders in analysing performance.

Results of shareholder meetings and details of votes cast will be publicly announced through the regulatory system and displayed on this site with suitable explanations of any actions undertaken as a result of any significant votes for or against resolutions.

Date on which this information was last updated: 30 July 2021

©2019 Afritin. All Rights Reserved.

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