Investing in

the present,

changing

thefuture

Ecora Resources PLC

Annual Report and Accounts 2023

Ecora Resources PLC Annual Report and Accounts 2023

We are a leading royalty company focused

on supporting the supply ofcommodities

essential to creating asustainable future.

Alternative performance measures

Throughout this report a number of

financial measures are used to assess

the Group’s performance. The measures

are defined below and, with the

exception of operating profit/(loss),

arenon-IFRS measures because they

exclude amounts that are included in, or

include amounts that are excluded from,

the most directly comparable measure

calculated and presented in accordance

with IFRS, or are calculated using financial

measures that are not calculated in

accordance with IFRS. The non-IFRS

measures may not be comparable to

other similarly titled measures used

byother companies and have limitations

as analytical tools and should not be

considered in isolation or as a substitute

for analysis of the Group’s operating

results as reported under IFRS. The

Group does not regard these non-IFRS

measures as a substitute for, orsuperior

to, the equivalent measures calculated

and presented in accordance with IFRS

or those calculated using financial

measures that are calculated in

accordance with IFRS.

Portfolio contribution Portfolio

contribution reflects the underlying

performance of the Group’s assets

both in terms of those already in

production and the timing of the

Group’s development royalties

cominginto production.

Portfolio contribution is royalty and

stream-related revenue (refer to note

5) plus royalties received or receivable

from royalty financial instruments

carried at fair value through profit or

loss (‘FVTPL’) and principal repayment

received under the Denison financing

agreement (refer to note 22). Refer to

note 36 to the financial statements

forportfolio contribution.

Operating profit/(loss) Operating

profit/(loss) represents the Group’s

underlying operating performance

from its royalty and stream interests.

Operating profit/(loss) is royalty

income, less amortisation of royalties

and operating expenses, and excludes

impairments, revaluations and gain/

(loss) on disposals. Operating profit/

(loss) reconciles to ‘operating profit/

(loss) before impairments, revaluations

and gains/(losses) on disposals’ in

theincome statement.

Adjusted earnings per share

Adjusted earnings represents the

Group’s underlying operating

performance from core activities.

Adjusted earnings is the profit/ (loss)

attributable to equity holders, plus

royalties received from royalty financial

instruments carried at fair value

through profit or loss, less all valuation

movements and impairments (which

are non-cash adjustments that arise

primarily due to changes in commodity

prices), together with amortisation

charges, foreign exchange gains/

(losses), any associated deferred

taxand any profit or loss on

non-coreasset disposals.

Adjusted earnings divided by the

weighted average number of shares

inissue gives adjusted earnings per

share. Refer to note 12 to the

financialstatements for adjusted

earnings/(loss) per share.

Dividend cover Dividend cover is

calculated as the number of times

adjusted earnings per share exceeds

the dividend per share. Refer to note

13 to the financial statements for

dividend cover.

Free cash flow per share Free cash

flow per share is calculated by dividing

net cash generated from operating

activities, plus proceeds from the

disposal of non-core assets and any

cash considered as repayment of

principal, less finance costs, by the

weighted average number of shares in

issue. Refer to note35 to the financial

statements for free cash flow pershare.

Strategic report

1 Our purpose

Highlights

Ecora at a glance

Our portfolio

Our markets

Chairman’s statement

Investment case

Chief Executive Officer’s statement

Our business model

Our strategy

Key performance indicators

Supporting a sustainable future

Business review

Financial review

Section 172(1) statement

Our stakeholders

Sustainability

Risk management

Emerging risks

Principal risks

Task Force on Climate-related

FinancialDisclosures

Viability Statement

Governance report

83 Corporate governance

Board of Directors

Nomination Committee

Audit Committee

101

Sustainability Committee

103

Remuneration Committee

109

Directors’ remuneration policy

116

Annual Remuneration Report for 2023

124

Directors’ report

128

Statement of Directors’ responsibilities

Financial statements

129 Independent auditor’s report to the

members of Ecora Resources PLC

136

Consolidated income statement

137

Consolidated statement

ofcomprehensive income

138

Consolidated balance sheet

andCompany balance sheet

139

Consolidated statement of changes

inequity

140

Company statement of changes in equity

141

Consolidated statement of cash flows

and Company statement of cash flows

142

Notes to the consolidated

financialstatements

Other information

195 Shareholder statistics

196 Other information

197 Forward looking statements

Investing in the

present, changing

the future

Discover more

online:

Our purpose

Providing capital to the mining sector required to

supplythecommoditiescentral to a sustainable future.

Our strategy

Portfolio diversification

We seek diversity of commodities,

jurisdiction and asset maturity to

balance portfolio risk.

Commodity selection

Our focus is on providing investors

withexposure to commodities that

willsupport a sustainable future and

makinginvestments in line with our

investment criteria.

Capital allocation

We balance investing for growth,

maintaining a strong balance sheet

withproviding a royalty sector leading

dividend yield.

Our sustainability summary

Science Based Target

initiative (“SBTi”)

SBTi approved emissions targets.

UN Global Compact

Submitted our first Communication on

Progress (COP).

Improved ratings

MSCI rating improved to AA (fromA).

Sustainalytics rating 12.3(lowrisk).

Our values

Sustainability

We believe long-term

valuecan only be achieved

throughsustainable and

responsibleinvestment.

Integrity

We promote transparency

and build trust through

honest relationships.

Respect and inclusion

We create an environment

where everyone is seen,

heard, valued and

empowered tosucceed.

Collaboration

We believe teamwork is

essential to achieving our

vision and delivering value

toour stakeholders.

Read more on pages 42 to 46

‘23

* Dividends were paid in GBp until 2023 when the Group started to pay dividends in USc.

2 Ecora Resources PLC Annual Report and Accounts 2023

Science Based Targets

initiative(SBTi)

During 2023 the SBTi for small to medium sized businesses

approved Ecora’s target of reducingScope 1 and 2 GHG

emissions 46% by 2030 from the baseline year of 2019,

and to measure and reduce its Scope 3 emissions.

Portfolio and sustainability highlights

Improved MSCI and

Sustainalytics score

During the year the Group’s MSCI rating improved from

Ato AA, and Sustainalytics score improved to 12.3,

ratingEcora as low risk.

12.3

Sustainalytics score

Vizcachitas royalty acquisition

Acquired a 0.25% Net Smelter Return royalty over all

metal production from the open pit of the Vizcachitas

copper project in Chile. A rare opportunity toacquire

aroyalty over one of the world’s largest undeveloped

copper projects located in a well-established

miningjurisdiction.

LIORC disposal

The Group sold ~60% of its holding in the Labrador Iron

Ore Royalty Company. This realised C$18.9m, a gain on

disposal of C$4.1m and representing a total pre-tax

return on investment of c. 110%.

Four Mile legal resolution

A favourable judgment was delivered by the Supreme

Court of Western Australia, Court of Appeal in Ecora’s

legal dispute with Quasar Resources Pty Ltd, the owner

and operator of the Four Mile uranium mine. This saw

A$9.3m released to the income statement in Q4 2023.

A$9.3m

released to income statement

Read more on p37

3Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Our portfolio

What we do

Our vision is to be globally recognised

asthe royalty company of choice

synonymous with commodities that

support a sustainable future by

continuing to grow and diversify our

royalty portfolio in line with our strategy.

We will achieve this through building

adiversified portfolio of scale over

highquality assets that drives low

volatility earnings growth and

shareholder returns.

Our strategy is to acquire royalties and

streams over low cost operations and

projects with strong management teams,

in well-established mining jurisdictions.

Our portfolio has been re-weighted to

provide material exposure to this

commodity basket and we have

successfully transitioned from a coal

orientated royalty business in 2014 to

one that by 2026 will be materially coal

free and comprise over 90% exposure to

commodities that support a sustainable

future. The fundamental demand

outlook for these commodities over the

next decade is very strong, which should

significantly increase the value of our

royalty portfolio.

How we do it

Royalties explained

A natural resources royalty is a non-

operating interest in a project that

provides the royalty holder with the

rightto a percentage of the revenues

generated from the extraction and sale

of minerals from a specified area

ofinterest. Aroyalty holder is not

generally obligated tocontribute

towardsoperating or capital costs,

norenvironmental or reclamation

liabilities. A primary royalty is entered

into when the royalty company makes

anup-front cash payment to the

mineoperator in return for a royalty.

Asecondary royalty is an existing royalty

that is acquired directly from the owner

of the royalty.

Streams explained

A metal stream is an agreement that

provides, in exchange for an upfront

payment, the right to purchase all or a

portion of one or more metals produced

from a mine. Streams, whilst providing

asimilar outcome for Ecora, are not

royalties because they do not constitute

an interest in land and there is an

ongoing cash payment required to

purchase the physical metal. However,

astream holder is not ordinarily required

to contribute towards operating or

capital costs, nor environmental or

reclamation liabilities.

Portfolio –

diversifiedexposure*

* Based on consensus sell side analyst NAV estimates

as at 22 March 2024

Geographic exposure*

USA & Canada 32%

Brazil & Chile 41%

Australia 26%

Other 1%

95%

of the portfolio in

OECD countries

Commodity exposure*

Base metals 75%

Uranium 5%

Vanadium 5%

Steelmaking coal 8%

Other 7%

88%

of the portfolio is

future facing

Stage of production*

Producing 53%

In construction 16%

Development 27%

Early-stage 4%

53%

of the portfolio is

producing

ECORA AT A GLANCE

Read more on p18

32%

USA & Canada

41%

Brazil & Chile

26%

Australia

5Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Exposure to world-class

operators

Royalties cover mining operations run by some

of the largest mining companies in the world.

OUR PORTFOLIO

Base metals

Asset Commodity Location Development stage

Operator/

developer Royalty basis Mine life See more

Mantos Blancos Copper Chile Producing Capstone Copper 1.525% NSR 2038 p27

Carlota Copper US Producing KGHM 5.0% NSR 2024/2025 p30

West Musgrave Nickel and copper Australia In construction BHP 2.0% NSR 24 years p32

Santo Domingo Copper and cobalt Chile Development Capstone Copper 2.0% NSR 18 years p28

Piauí Nickel and cobalt Brazil Development Brazilian Nickel 1.60% GRR 18 years p33

Vizcachitas Copper Chile Development Los Andes Copper 1% NSR 26 years p29

Nifty Copper Australia Development Cyprium 1.5% GRR 15 years p30

Cañariaco Copper and gold Peru Early stage Candente Copper 0.5% NSR 28 years p31

Speciality and battery metals

Asset Commodity Location Development stage

Operator/

developer Royalty basis Mine life See more

Voisey’s Bay Cobalt Canada Producing Vale 22.82% stream 2035 p34

Maracás Menchen Vanadium Brazil Producing Largo Resources 2.0% NSR 2041 p35

Uranium

Asset Commodity Location Development stage

Operator/

developer Royalty basis Mine life See more

McClean Lake mill Uranium Canada Producing Orano

22.5% of toll

millingrevenue

2037 p36

Four Mile Uranium Australia Producing Quasar Resources 1.0% NSR 2029 p37

Salamanca Uranium Spain Development Berkeley Energia 1.0% NSR 14 years p37

SW2 Uranium Canada Early stage NexGen 2.0% NSR n/a p37

6 Ecora Resources PLC Annual Report and Accounts 2023

Visit www.ecora-resources.com/our-portfolio

Lower impact bulks

Asset Commodity Location Development stage

Operator/

developer Royalty basis Mine life See more

IOC Iron ore Canada Producing Rio Tinto 7.0% GRR (indirect) 2045 p38

Pilbara Iron ore Australia Early stage BHP 1.5% GRR N/A p39

Incoa Calcium carbonate

Dominican

Republic/US

Development Incoa ~1.23% GRR N/A p39

Ring of Fire Chromite Canada Early stage Wyloo Metals 1.0% NSR N/A p39

Other

Asset Commodity Location Development stage

Operator/

developer Royalty basis Mine life See more

Kestrel Steelmaking coal Australia Producing

EMR Capital and

Adaro

7.0–40.0% GRR 2026

(1)

p40

EVBC Gold Spain Producing Orvana Minerals 2.5–3.0% NSR 2026 p41

Dugbe 1 Gold Liberia Early stage Pasofino Gold 2-2.5% NSR 14 years

Mine locations

Key

Base metals

Speciality and battery metals

Uranium

Lower impact bulks

Other

Strategic report Governance report Financial statements

7Ecora Resources PLC Annual Report and Accounts 2023

An overview ofour markets

Royalty financing continued its role in bridging the capital gap to the mining

sector during 2023. Capital markets remained very challenging globally,

with equity markets generally depressed, few IPOs launched, and credit

conditions tightened particularly in the second half of the year.

Catastrophic and natural

catastrophic risk

Investment approval

Future demand

Commodity prices

Operator dependence

and concentration risk

Geopolitical events

Financing capability

Stakeholder support

Key to strategy

Commodity selection

Investment framework

 Portfoliodiversification

Capital allocation

OUR MARKETS

The cost of capital in the sector,

combined with the increased

requirement for capital after two years

ofgenerationally high levels of inflation,

resulted in an increased pressure on

smaller operators in the sector. The

collapse in equity ratings for less liquid

stocks, along with the significantly higher

cost of debt (if available) resulted in an

increased demand for alternative forms

of financing. This resulted in ~$2.2bn of

royalty and stream transactions during

the year. This dynamic looks set to

continue in 2024, as equity markets

generally remain tough, interest rates

arelikely to remain higher for longer.

Thelatter has resulted in reduced

valuations for development projects in

particular as future cash flows continue

to be discounted at a higher level.

Within the mining universe, base metal

and bulk commodities suffer more as

precious metal projects tend to have

lower capex costs and shorter

development time horizons. Furthermore,

the precious metals sector tends to

benefit from more favourable equity

ratings both at operator level and at

royalty company level. It was no surprise

therefore that of the $2.2bn of royalty

and stream transactions executed during

the year ~83% of these were in the

precious space.

Competition within the precious space

has remained high, most noticeably in

the sub $1bn market capitalisation range

where a number of junior royalty

companies compete for smaller ticket

size acquisitions. For this reason, the

Group chooses to focus on the non-

precious space where fewer companies

compete for the same transaction and

access to capital is making the deal

environment more favourable.

Within this subsector, pricing for certain

commodities has corrected noticeably

for certain commodities such as lithium,

nickel and cobalt. Other than for lithium,

the nickel market has been disrupted by

the recent and sudden supply increase

from Indonesia which has created a

market imbalance with greater supply

and pricing has fallen accordingly. This is

placing margin pressure on many

previously profitable nickel operations,

with some shutting (noticeably in

Australia) and others revisiting their

capital requirements. Declining

commodity environments like this can

lead to increased demand for royalty and

streaming financing which is less dilutive

than equity and less intrusive than debt,

which can enable smaller operators to

weather a downturn in the price cycle.

Conversely, for royalty and streaming

businesses, this represents a much

morefavourable price entry point

against a backdrop of favourable

investment conditions.

In terms of M&A activities, some of the

larger non-precious operators have

begun to diversify more into future

facing commodities. We have seen BHP

acquire Oz Minerals, Glencore and Teck

Resources agree a business combination

on coal assets and Rio Tinto

consolidating its stake over their

Mongolian copper project. This wave of

M&A activity by the majors could well

continue in the years ahead as they

leverage their size and access to capital.

An active M&A environment is also a

favourable backdrop for royalty and

streaming businesses as this creates

aneed for liquidity.

As is always the case for the natural

resource sector, demand is key. In this

respect a slow down in the Chinese

economy coupled with two serious

international conflicts creates a lot of

uncertainty for domestic policies such as

those around compulsory adopting of

electric vehicles and transition timelines

and commitments to net zero. This saw a

reduction in demand for electric vehicles

in certain markets in 2023 which

coincided with a moment of additional

supply for key battery commodities.

However, lower commodity prices are

likely to make certain battery chemistries

more economical with the potential of

lowering the cost of adoption – which in

its own right could trigger renewed

demand in future periods.

For the royalty and streaming

businesses, particularly those investing

outside of the precious space, the pull

back in pricing experienced over the past

twelve months arguably presents an

opportune investment point which can

result in significant value accruing should

markets return to supply demand

equilibrium in the near-term.

Key to principal risks

8 Ecora Resources PLC Annual Report and Accounts 2023

Cobalt

Rising supply and subdued demand negatively

impacted the price performance of cobalt in 2023.

Cobalt is predominantly produced as a by-product of

copper and nickel mining, and rapid growth in nickel

production from Indonesia led to a market awash

with readily available supply. A number of Indonesian

nickel laterite deposits - supported largely by Chinese

operators - have come online faster than many

observers had expected.

Despite the rise of Indonesian supply, the Democratic

Republic of Congo (‘DRC’) remains the primary source

of cobalt. Logistical bottlenecks seen in 2022 eased,

while the successful ramp-up of the Kisanfu copper

mine, and the lifting of export restrictions at Tenke

Fungurume led to greater availability of supply.

Growing demand from battery producers was limited

as a number of electric-vehicle manufacturers either

tempered their sale forecasts, or opted for cobalt-free

battery chemistries. Demand from the stainless steel

market remained robust despite slow global growth.

Cobalt hydroxide prices from the DRC negatively

weighed on the cobalt metal price throughout the

second half of the year, with alloy grade material

trading rangebound between $16-19/lb. The price of

cobalt metal (alloy grade) finished the year at $16/lb,

down 27% from the start of the year.

Ecora impact:

n Ecora would consider increasing its existing cobalt

exposure should there be an opportunity at an

attractive entry point.

Copper

A number of supply shocks over 2023 flipped

expectations of an upcoming surplus to a near term

shortage of supply.

Notable hits to supply towards the end of the year

included the cessation of mining activities at one of

the world’s largest mines, Cobre Panama, operated by

First Quantum. Guidance was slashed at a number of

other high profile producers, namely Anglo American,

Rio Tinto, Vale and Boliden amongst others.

These reductions did not materially move the price of

copper however, which traded between $3.55-3.99/lb

over the second half of the year as the market

remained wary of China’s structural challenges and

slowing global demand drivers. Further factors

curtailing copper demand were the

strength of the US

dollar, and rising global interest rates.

The backdrop for copper prices going forward

appears promising as global economies drive for

increased electrification at a time of shrinking supply

and lower grade profiles of existing mines. Bringing

additional supply online is further hampered by

increased permitting hurdles, rising costs and difficult

geological settings.

The copper price finished 2023 at $3.84/lb, up 1%

from the start of the year, and averaged $3.85/lb.

Ecora impact:

n The long term market outlook remains positive and

Ecora will look to continue adding further copper

royalties to the portfolio.

Link to strategy

Linktoprincipalrisks

Link to strategy

Linktoprincipalrisks

9Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

OUR MARKETS CONTINUED

Nickel

Growth of large capacity projects in Indonesia was

responsible for a 45% fall in the price of LME nickel

in2023.

Market tightness at the end of 2022 evaporated as

Chinese producers took advantage of high prices to

convert intermediate nickel products from Indonesia

into class 1 nickel suitable for trading on the LME.

Thisled to a rapid restocking of inventories during the

second half of 2023, increasing by approximately 75%.

The pace of electric vehicle adoption has slowed

compared to expectations which has led Western

manufacturers (who typically favour energy-dense,

nickel based battery chemistries) to push back sales

targets. Asian manufacturers have also tended to opt

for battery chemistries absent nickel and cobalt which

has dampened near-term demand for the metal.

Growth in stainless steel production and nickel use in

electric vehicle batteries both increased year on year,

but it was not enough to offset the rapid increase in

supply. Prices have subsequently weakened further

inearly 2024, causing higher cost producers to cease

operations. Prices will likely continue to trade into the

cost curve until such time that enough supply has

been curtailed, or demand catches up.

The nickel price finished 2023 at $7.43/lb,

andaveraged $9.75/lb.

Ecora impact:

n Continue to focus on nickel projects such as

WestMusgrave and Piauí which are low on the

costcurve.

n West Musgrave project will potentially see the

operator review phasing of capital expenditure.

n Bottom of cycle prices could represent an

interesting point of entry for new royalties.

Link to strategy

Linktoprincipalrisks

Steel-making coal

Steel-making coal, or metallurgical coal, was one of

the top performing commodities of 2023, closing

above $320/t, up 12% over the course of the year.

The record high prices of 2022 following Russia’s

invasion of Ukraine tempered somewhat,

butremained elevated throughout the year.

Pricesbottomed in Q2 and Q3 as optimism faded

from an expected rise in demand linked to China’s

reopening, but still remained well above the rolling

five year average. Robust demand from China and

India, as well as supply concerns from Australian

producers (linked to technical issues and turbulent

weather patterns), then led to a price rally towards

the end of 2023.

Indian imports have offset weakness from European

markets where the steel industry has struggled in

thelight of elevated energy costs, lower demand

anda shift towards less carbon intensive forms of

steelmaking. China’s steel output has remained

robust despite the continued domestic property

slowdown, with high blast-furnace utilisation as scrap

metal became harder to find.

Near-term conditions appear supportive of current

prices, but supply is forecast to pick up as technical

issues are resolved and weather disruptions in

Australia subside. The steel-making coal price

averaged $291/t throughout 2023.

Ecora impact:

n The current price environment for steelmaking

coalis driving material portfolio contribution

fromthe Kestrel royalty.

n There are no plans to invest additional capital into

steelmaking coal.

Link to strategy

Linktoprincipalrisks

10 Ecora Resources PLC Annual Report and Accounts 2023

Other

Iron ore shrugged off concerns of a faltering Chinese

economy and continued weakness in the property

market to rise 18% during 2023.

Low margins at Chinese steel mills ensured iron ore

required in blast furnaces was preferred to the

difficult-to-source scrap metal used in electric-arc

furnaces. Blast furnace utilisation throughout the

year was approximately 80%, near 2020 peak levels.

62% iron ore averaged $114/t during 2023, and

finished the year at $132/t.

Vanadium is a key material in steel-making,

specifically used to increase strength and durability.

Ithas a rising end-market use in vanadium redox

batteries, which is a growing battery type for

stationary storage. The price of vanadium peaked at

$10.80/lb in February, before falling to $6.53/lb at the

end of the year. The average vanadium price over the

period was $8.34/lb.

Ecora impact:

n Continue to look at opportunities in commodities

such as rare earths, graphite, lithium, zinc, tin and

high purity manganese that would round out the

commodity basket.

Uranium

Uranium continues to benefit from improving global

sentiment towards nuclear energy and security of

power supply.

Uranium prices went from strength to strength

during2023 as governments backed nuclear energy

as a source of low-carbon and reliable power.

Utilitieswere focused on security of uranium

supplyas question marks remained over the future

accessibility of Russian material, as well as production

shortfalls in Kazakhstan and a coup in Niger.

Supplyisnotoriously difficult to bring on line,

andwith historically low investments in greenfield

and brownfield deposits since the Fukushima

disasterin 2011, utilities looked to shore up their

inventories throughout the year.

Uranium is usually traded in the form of long term

contracts; however, the scramble for supply has

required market participants to be more active in

thespot market – pushing spot prices above $100/lb

in early 2024. The average price for spot material in

2023 was $62.50/lb, 25% higher than the average

price in 2022.

Ecora impact:

n Elevated prices should, over time, translate into

increased revenue from the Four Mile royalty.

n Higher prices could accelerate development of

previously idle deposits.

Link to strategy

Linktoprincipalrisks

Link to strategy

Linktoprincipalrisks

11Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

2023 was a year of mixed fortunes for the markets in which

we operate. Having enjoyed relatively buoyant conditions

in the wake of the pandemic, the economic outlook has

beenaffectedbythefightagainstinflationandthe

resultant higher interest rates. At the same time China’s

economy has been less robust than we have seen in recent

years which has dampened demand for some key raw

materials,andcontinuedgeopoliticaltensionsandconflicts

give cause for concern.

Having benefitted from record prices in our commodity mix in

2022, we saw some easing during 2023. This has led to lower

prices for some commodities such as cobalt, while steelmaking

coal has fallen even though it continues to trade at historically

high levels. In turn, this has led to lower earnings at a more

sustainable level than in 2022.

We remain committed to the transition we have undertaken in

our portfolio towards those commodities which are critical for

decarbonisation and are very excited at the quality and future

potential that our current portfolio offers. We are seeing a

slower rate of the growth in demand for some areas such as

electric vehicles but the pace is still extremely strong and the

medium- and long-term direction of travel is clearly set as the

imperative of tackling climate change intensifies.

We will continue to build the portfolio with strong value-accretive

transactions and are hopeful that the current economic and

market pressures experienced by the mining sector will offer

useven better opportunities to deploy capital.

I am writing to you for the final time as Chairman of Ecora

Resources and it is perhaps worth reflecting that back in 2015,

the Company was really a play on a single royalty, over the

Kestrel steel making coal mine, that had around ten years of

income contribution left. The two major strategic challenges

toaddress were the overdependence on one asset and the

need to diversify the commodity base whilst orientating

towards future facing commodities.

“The Company is in a

strong position and has

an exciting future ahead”

Patrick Meier

Chairman

CHAIRMAN’S STATEMENT

Under the management of Marc Bishop Lafleche, the team

hascompleted several transactions that are expected to

replace the Kestrel income and developed the royalty sector

leading copper exposure. The portfolio now offers material

income growth over the coming years.

To put this into context, in 2015 our royalty income was $13.6m,

73% of our NAV was in coal, net assets totalled $240m and we

had a $30m borrowing facility. Compare this to 2023, with

royalty income of $61.9m, 85% of our NAV now in future facing

commodities, net assets totaling $482m and a borrowing

capacity of $225m. Whilst this transformation has not been

reflected in the share price, I have every confidence that this

value will be realised in the coming years as the development

projects hit production and start to deliver income for

theCompany.

Beyond the asset portfolio, there has also been considerable

change within the Company over the last few years. The Board

has completely transitioned, and we have built a team of highly

experienced, capable individuals. We have strengthened the

wider team in key functions within the business such as legal,

finance and investor relations, reflecting the increased maturity

of the Company. I am also pleased to say that we have

developed a Governance framework that is fit for our business,

and despite not being a premium listed company, have upheld

the corporate governance standards of such a company. Finally,

we responded in 2020 to the increased focus on sustainability

by establishing a Sustainability Committee that has driven

improvements in our processes and disclosures in this area.

Board and governance

Following a thorough recruitment process, we were delighted to

announce the appointment of Andrew Webb as non-executive

director and Chair designate in January. Andrew has a wealth of

experience as an advisor to the mining sector from his role as a

Managing Director of Rothschild & Sons. He is already proving

that he will be a valuable addition to the Board. I wish him all

the very best in the role and I am sure he will work well with

theBoard, Marc and the rest of the team to drive the

Companyforward.

12 Ecora Resources PLC Annual Report and Accounts 2023

Chair Designate

In January 2024 the Board appointed Andrew Webb

as an independent Non-Executive Director and Chair

designate. Andrew will succeed Patrick Meier as

Chair at the Annual General Meeting in May 2024.

“As Chair Designate, I would like to say how excited I

am to be joining the Board of Ecora Resources. In my

career at Rothschild as an adviser to the mining

sector, I have followed the Company for many years.

The management team has successfully created a

diversified royalty company with a strong

foundation for growth over the coming years. As the

world continues the energy transition, there will

need to be a substantial increase in the quantity of

base metals andother future facing commodities

that are being mined, and this will create further

opportunities for Ecora to build on its sector

leading, non-precious

metals royalty portfolio.

Finally, I would like to thank

Patrick Meier for his

leadership over the past

few years and say how

much I am looking forward

to working with the team

tocontinue to deliver long

term shareholder value.”

(1) Free cash flow is calculated as net cash generated from operating

activities, plus proceeds from the disposal of non-core assets

andrepayments received under commodity related financing

arrangements, less finance costs and lease payments.

Stakeholder engagement

During the year we continued to engage with our key

stakeholders and more information can be found on page 47 in

our Section 172 Statement. In terms of shareholders, we have

run proactive engagement programmes with both institutional

and retail investors in the UK, Europe, Australia and North

America. We have further expanded the sell side research

coverage in the UK, and this will continue to be an area of focus

in 2024. We have continued to build closer relationships with

our operators and communities and were pleased to co-invest

with Vale in our first community initiative at Voisey’s Bay. On

behalf of the Board, I would like to thank all our stakeholders

foryour continued support.

Thanks

Finally, I would like to sign off by thanking the Ecora team for all

of its support over the past nine years, and its ongoing hard

work and dedication. The Company has changed beyond

recognition since I first joined – as a team, we have overcome

hurdles and achieved our key strategic objectives. I am

confident that the foundations are now in place and the

Company has an exciting future ahead.

Patrick Meier

Chairman

26 March 2024

The Board continues to execute its role in both challenging and

supporting the management team in pursuit of the Company’s

strategy. An integral part of the Board’s focus is to ensure we

operate with integrity and to the highest ethical standards; our

commitment to sustainability forms an important part of this.

The Board is constantly seeking to improve its effectiveness and

during 2023 completed an independent Board effectiveness

evaluation. More detail on the process can befound on pages

87 to 90, but to summarisetheBoard was found to function

well, with some areas for improvement highlighted which we will

address. Moreinformation on the operation and activities of

the Board can be found on pages 83 to 93.

Capital allocation

The Group moved to paying fixed dividends in US dollars in

2023 with a quarterly dividend of 2.125c per share, resulting

inan annual dividend of 8.5c per share.

The Board has reviewed the company’s approach to capital

allocation and has approved an updated framework which

aimsto maintain balance sheet strength, provide an attractive

dividend yield relative to the wider royalty sector, and retain the

flexibility to allocate capital to enhance the Company’s royalty

portfolio via accretive royalty acquisitions. The approach will

also align dividend payout to free cash flow which is expected

togrow as near-term development royalties come online.

Ecora’s updated capital allocation framework has four pillars:

n Acquire high-quality royalties to further diversify and grow

our portfolio.

n Focus on post-transaction balance sheet deleveraging.

n Distribute semi-annual cash dividends based on a range

of25-35% of free cash flow

(1)

n Consider share buybacks in the context of market price and

net asset value

Based on research analyst consensus commodity price

forecasts and operator production volume guidance from

Ecora’s operating partners, the mid-point of the new dividend

payout ratio would see total FY 2024 dividend of approximately

4.0c per share.

The updated dividend arrangements will take effect for the 2024

financial year, starting with the H1 2024 dividend which will be

declared in September 2024 and will be payable in January 2025.

The Board has decided that at the current market valuation a

share buyback represents a compelling investment opportunity

and has therefore approved a $10m share buyback programme

to commence immediately. This majority of this will be funded

from the proceeds of the partial sale of our stake in Labrador

Iron Ore Royalty Corporation in Q4 2023.

13Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Attractive

growth profile

Our portfolio of royalties in future

facing commodities has the

potential to grow from generating

$27m of portfolio contribution in

2023 to generating over $100m

ofannual portfolio contribution

inthe medium term.

Portfolio contribution ($m)

Future facing contribution

Other

Compelling

commodity mix

We provide investors with access

to a commodity mix that contains

minerals and metals such as

copper, cobalt and nickel that will

be needed in increased quantity

ifthesupply is to meet expected

demand growth driven bythe

energytransition.

High quality

partners

We invest the majority of capital

into low cost mines primarily

located in OECD jurisdictions

thatare operated by companies

including Vale, Capstone Copper,

BHP and Rio Tinto.

Operators

* Based on consensus forecasts of covering sell side analysts

Copper

Cobalt

Nickel

Vanadium

Uranium

INVESTMENT CASE

Positioned to deliver

sustainable income

growth

We offer investors exposure to a basket ofcommodities

that are integral to the energytransition.

120

100

23 24 25 Medium

term

Read more on p26

14 Ecora Resources PLC Annual Report and Accounts 2023

Balance sheet

flexibility

We refinanced our debt facility in

early 2024, increasing the potential

borrowing capacity to $225m.

Furthermore, we have announced

a capital allocation framework

thatappropriately balances

deleveraging, growth and

shareholder returns.

Strong

sustainability

framework

All potential investments are

screened against our extensive

sustainability criteria before

wecommit to the transaction.

Weconduct ongoing monitoring

ofall of our portfolio investments

to make sure the operations

continue to meet our ESG

standards. Where operators

don’tmake public disclosure

ofESG datathen we engage

withthem and encourage them

toadopt bestpractice.

Proven track record

The current management team has

worked together since 2014 and

consistently proven its ability to

deliver high quality transactions

and grow the Company.

Over $400m invested in growth

focused future facing commodity

assets over past four years.

$225m

Size of Revolving Credit

Facility ($150m) and

Accordion ($75m)

$75m

Net debt at end of 2023

>$400m

deployed over past

fouryears

Read more on p42 Read more on p50 Read more on p22

12.3

Sustainalytics score

15Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

CHIEF EXECUTIVE OFFICER’S STATEMENT

Challenging global macroeconomic conditions persisted

throughout 2023. Contractionary monetary policies appear

tobesuccessfullycontaininginflationarypressures,

however fears of a hard economic landing persist.

As is always the case for the natural resource sector, demand

iskey. In this respect a slowdown in the Chinese economy

coupled with two serious international conflicts created a lot

ofuncertainty for domestic policies such as those around

adoption of electric vehicles and transition timelines and

commitments to net zero. This saw a reduction in demand

forelectric vehicles in certain markets which coincided with

increased supply of key battery commodities such as nickel.

However, lower commodity prices are likely to make certain

battery chemistries more economical with the potential of

lowering the cost of adoption – which in its own right could

trigger renewed demand in future periods.

These challenges were exacerbated by a noticeable stagnation

in the UK’s small-cap equity markets. This sector experienced

widespread redemptions across small-cap equity funds,

coupled with a notable shift of capital away from the UK.

The cumulative impact of these top-down factors have made

for a difficult year, particularly for UK listed small cap equities

and contributed to a 33% decline in our share price.

We look forward with confidence and in 2024 we anticipate

year-on-year production volume growth from the key assets

underlying our royalty portfolio, and in the medium term

onwards, our royalty portfolio is aligned to strong multi-decade

structural demand growth trends driven by the energy

transition. The investment in Ecora shares by the Ecora

Executive team, and along with several Board members

throughout 2023 and into 2024 demonstrates our belief in

Ecora’s solid foundation and promising future.

Growth opportunity

The mining sector at large has been facing the same challenging

market conditions that have impacted the Ecora share price.

The availability of capital from equity markets is primarily

limited to the largest producers. Furthermore, equity valuations

are compressed. In these conditions, however, royalty funding

is a highly attractive source of funding. Should these conditions

persist, we anticipate a favourable window to deploy capital

andfurther diversify and grow our royalty portfolio.

In 2023, Ecora made two development stage investments.

Wewere delighted to add a royalty over the Vizcachitas project,

one of the largest undeveloped copper projects that is not in

the hands of one of the large mining companies. As such, it was

a rare opportunity and adding it to our portfolio extends our

royalty sector leading copper growth pipeline out into the

nextdecade.

We were also pleased to make a further $7.5m investment into

Brazilian Nickel’s Piauí project. The proceeds will primarily be

used to finance detailed engineering studies and flow sheet

optimisation that will further de-risk the project prior to the

start of construction. Once built, the operation is expected to

be amongst the lowest cost global producers of nickel and

generate strong cash flows throughout the commodity

pricecycle.

During the year, we also reviewed and progressed a number of

opportunities across a variety of commodities and jurisdictions,

some of which we ultimately decided not to pursue. Asimportant

as the investments we make are the ones which we do not. Our

due diligence process is rigorous and looking back with hindsight

at these opportunities, the decisions taken were the correct

ones and have enabled us to preserve capital which can be

deployed in 2024. Our disciplined approach to investments

hasserved us well, and we will continue this diligent approach

to deliver on our strategy.

“We look out to 2024

with a great deal

ofoptimism”

Marc Bishop Lafleche

Chief Executive Officer

16 Ecora Resources PLC Annual Report and Accounts 2023

Capital allocation

In light of current market conditions driving strong

mining sector demand for royalty financing, I believe it is

the right time to rebalance our capital allocation policy

towards growth while currently maintaining an attractive

dividend yield in the context of the wider royalty sector.

By adopting this framework, we are prioritising

accelerated diversification and scale, both crucial

prerequisites for a royalty company to achieve a

premium equity rating. In Q4 2023, we sold

approximately 60% of our stake in Labrador Iron Ore

Royalty Corporation (LIORC) realising C$18.9m, a total

pre-tax return on investment of c. 110%. these funds will

primarily fund the buyback programme we announced

today and the $7.5m we invested into Piauí in December

2023 With Ecora shares trading at approximately at 0.5x

estimated net asset value (based on research analyst

consensus estimates), increased exposure to our

high-quality royalty portfolio is a highly attractive

investment which will drive earnings and NAV per

shareaccretion.

The completion of our revolving credit facility refinancing

in January 2024 maintains our strong financial position,

enabling us to further grow the company through

acquisitions of attractive royalties. In particular, we were

pleased to upsize the acquisition accordion feature to

$75m, in addition to the $150m headline availability.

Updated capital allocation framework

Pillars Philosophy

Growth

Acquire high quality royalties

tofurther diversify and grow

theportfolio

Deleveraging

Focus on post-transaction balance

sheet deleveraging

Cash dividends

Distribute semi-annual cash

dividends based on range of 25-35%

of free cash flow

Strategic share

buybacks

Consider strategic share buybacks

incontext of market price and NAV

Results

Portfolio contribution of $63.6m was, as expected, lower than

the prior year (2022: $143.2m) primarily as a result of lower

production out of the Group’s private royalty area at Kestrel.

Adjusted earnings per share was $11.82c (2022: 37.55c).

Net debt increased to $75m (2022: $36m) as payments of $37m

were made to South32 as deferred consideration for the royalty

acquisition made in July 2022 and the Group made $27.5m of

royalty acquisitions.

Outlook

Looking ahead, we have a great deal of optimism. Production

volumes from Kestrel, Voisey’s Bay and Mantos Blancos are all

expected to be higher than in 2023 which, at year-to-date

commodity price levels, could result in year-on-year portfolio

contribution growth in 2024.

The ramp-up of production from the underground mine at

Voisey’s Bay is expected to commence in the second half of 2024

and should lead to year-on-year growth in the number of cobalt

deliveries going forward, as it reaches steady state production.

Whilst there has already been plenty of turbulence in the nickel

markets in early 2024, both West Musgrave and Piauí sit at the

lower end of the cost curve, were they in production, would be

expected to generate robust cashflows even at current nickel

price levels. BHP has stated that construction of West Musgrave

is 21 per cent complete and that it is reviewing the phasing of

capital expenditure around the project. Brazilian Nickel

continues to progress construction financing workstreams

tofund the full-scale production plant at Piauí and we expect

more news on this during the course of 2024.

In our copper portfolio, Capstone Copper plans to release

anupdated Feasibility Study on Santo Domingo by mid-year.

Commentary from Capstone suggests there are material

efficiency gains and volume upside from the integrated

development plan compared to the initial Feasibility Study

completed in 2018.

The core portfolio is well positioned to deliver income growth

inthe year ahead. Our new capital allocation policy and upsized

debt facility position us at the forefront of the favourable

market conditions to deploy capital and further diversify and

grow the portfolio.

Finally, I would like to extend our deepest gratitude to our

outgoing Chairman, Patrick Meier, for his leadership and

commitment to building a world class royalty company

throughout his tenure. During the time Patrick has been Chair,

Ecora has transformed, and has emerged in a stronger and

more resilient position than ever before.

Marc Bishop Lafleche

Chief Executive Officer

26 March 2024

17Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Applying a proven

business model

Our business model is proven and offers low risk exposure

toanincreasingly important basket of commodities.

Investing in royalties

What is a royalty?

A form of financing. In its simplest form

the royalty company provides the mine

operator with an upfront payment and

inreturn receives a percentage of

revenue generated from production

atthe mine. A stream is similar but

instead of percentage of revenue,

theroyalty company has the right

tobuya percentage of production

atanagreed, discounted price.

Primary and secondary

Primary royalties are a direct investment

in the mine and require the royalty

company tonegotiate the royalty

agreement with the mine operator.

Asecondary royalty is an existing royalty

that the royalty company acquires

fromthe holder of the royalty rights.

Royalty

Ecora

Resources

Mining

company

Investment

(upfrontpayment)

Royalty payments

(% of revenue for life of mine)

To the mine operator:

1. Non-dilutive

Compared to equity, it doesn’t

dilute existingshareholders

2. Assetspecific

A royalty sits on one asset,

not on the balance sheet

3. Nofixedpayments

Compared to debt, royalties

havelongerterms and no

fixedpayments

4. Keepfullautonomy

The miner retains full control

over the end product

Benefits of royalty investments

To the royalty company:

1. Inflationprotection

Royalty payments are

calculated based on revenue

soavoid exposure to capital

and operating costinflation

2. Reducedrisk

Portfolio diversification,

acrosscommodities, mines

andjurisdictions, lowers

earningsvolatility

3. Exposuretoupside

Royaltycompany benefits

fromproduction upside

(lifeofmine extensions/

exploration activities)

andcommodity price

outperformance

OUR BUSINESS MODEL

18 Ecora Resources PLC Annual Report and Accounts 2023

Inputs Value creation

Counterparties

Through collaborating with

partners on charitable initiatives

that positively impact communities

and funding the production of

commodities essential to the

energy transition we are playing a

small role in enabling the world to

lower its carbon footprint.

Shareholders

Return capital to shareholders

through adividend of between 25

and 30% of free cash flow. Share

buy backs will be considered when

the Group’s stock price is trading

at a significant discount to NAV.

Society

Through funding the production

ofcommodities essential to the

energy transition we are playing

asmall role in enabling the world

to lower its carbon footprint.

Capital

The Group utilises capital from a

variety ofsources, mainly cash flow

from existing royalties, debt and

equity, to invest in royalties

andstreams.

Expertise

The team has vast experience in

structuring royalty agreements,

understanding the commodity

markets and completing technical

due diligence, all of which inform

our capital deployment decisions.

Mine performance

The ability of the operator to safely

executethe mine plan, meeting or

beating expectations with regards

to annual production volumes, is

akey input to the success of the

business model.

Commodity price

Commodity prices will be driven by

macro‑economic factors and can

have amaterial impact on the

outcome of theinvestment

decisions taken.

Internal

External

Employees

Provide a positive working

environment withopportunities

for professional development and

an incentive scheme thatensures

employees share in the success

ofthe Company.

19Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

A clearly defined

investment strategy

Our strategy is focused around four key pillars:

Commodity

selection

Our focus is on providing investors

exposure to commodities that will

support a sustainable future.

What it means?

n We focus on commodities that

arerequired to complete the

energytransition.

n Our current commodity exposure

includes copper, nickel, cobalt,

steel‑making coal, vanadium

anduranium.

2023 performance

n We completed the acquisition of

aroyalty over the Vizcachitas copper

project in Chile.

n We provided Brazilian Nickel with $7.5m

to complete FEED studies atthe Piauí

nickel project.

n We divested our shareholding in the

Labrador Iron Ore Royalty Company

generating C$19m.

Future focus

Nickel, copper and cobalt markets offer

attractive long term entry points.

We would like to round out our

commodity mix through adding exposure

to commodities such as lithium, rare

earths, high purity manganese, zinc,

tinandgraphite.

Investment

framework

We use a rigorous screening and

duediligence process to inform

ourinvestment decisions.

What it means?

We focus the majority of our

investment in projects that:

n are relatively low cost;

n are in established mining jurisdictions;

n have strong management teams;

n achieve clear IRR targets;

n focus on commodities within

ourbasket; and

n meet our ESG investment criteria.

Read more in our Sustainability

Report on pages 50 to 59

2023 performance

The assets added to the portfolio

are:

n focused on copper and nickel;

n expected to be in the lower quartile

inthe industry cost curve;

n located in Chile and Brazil – proven

mining jurisdictions;

n anticipated to hit mid‑teens IRRs based

on conservative long term consensus

pricing; and

n projected to have strong

sustainabilitycredentials.

Future focus

Focus will remain on investing in projects

that meet our investment framework.

Portfolio

diversification

We seek diversity of commodities,

jurisdiction andasset maturity to

balanceportfolio risk.

What it means?

As we grow the portfolio we will

seekto:

n reduce asset concentration;

n increase the commodity exposure;

n strike a balance between income

generating and growth acquisitions; and

n deploy majority of capital into lower

riskopportunities.

2023 performance

n Entered the year with 63% of value

inincome producing assets.

n Added a royalty over an early stage,

large scale copper project in

Vizcachitas.

n Ended the year with 53% of the

valueinincome producing assets,

16%in assets in construction and

27%indevelopment assets.

Future focus

We will seek to continue to diversify

theportfolio in terms of commodity,

asset maturity and jurisdiction.

Link to principal risks

OUR STRATEGY

Key to principal risks

Catastrophic and natural

catastrophic risk

Commodity prices

Financing capability

Investment approval

Operator dependence

andconcentration risk

Stakeholder support

Future demand

Geopolitical events

20 Ecora Resources PLC Annual Report and Accounts 2023

Capital allocation

We focus on maintaining astrong balance

sheet withasensible approach

todeleveraging.

What it means?

n Our balance sheet is structured to

support our growth.

n We have focused on reducing debt and

maintaining comfortable headroom

against financial covenants,

n We retain strong banking relationships

to maintain or expand our borrowing

facilities.

n We have a track record of returning

capital to shareholders.

2023 performance

n Deployed $27.5m into new royalty

acquisitions.

n Realised C$19m from selling our

stakein the Labrador Iron Ore Royalty

Company which was used to pay

downdebt.

n Net debt increased to $75m.

n Paid shareholders a dividend equal

to8.5c for the year.

Future focus

A new capital allocation policy has been

announced that will focus on maintaining

a strong balance sheet that will enable

the Group to complete a number of small

royalty acquisitions whilst we navigate

the transition of the portfolio away from

the Kestrel steel‑making coal royalty.

Link to principal risks

Growing value through

smart investments

2013

Portfolio based around two income generating royalties,

which were Kestrel and EVBC. Royalty income totalled

£14.7m and 64% of NAV was derived from coal (Kestrel).

Company started to look for increased exposure to

future facing commodities. Net assets totalled £216m.

Added a number of income producing royalties

including Maracás Menchen (vanadium) and McClean

Lake mill (uranium). Portfolio contribution was £46.1m,

61% of NAV was attributable to coal. Net assets totalled

$218.9m.

2013-2018

Added income producing Mantos Blancos royalty

(copper) and Voisey’s Bay stream (cobalt). Also increased

exposure to growth assets through a primary royalty

atPiauí (nickel) and acquiring secondary royalties over

West Musgrave (nickel‑copper) and Santo Domingo

(copper). Portfolio contribution of $63.6m and net

assets of $482m. 85% of NAV is future facing commodities.

2019-2023

2024-2028

Coal is expected to run off completely around year end

2026. If developments enter production according to

current operator guidance then will have an additional

three assets in production by 2028 (Piauí, West Musgrave,

Santo Domingo) and Voisey’s Bay (cobalt) will be fully

ramped up. Portfolio estimated to be producing in

excess of $100m of portfolio contribution with 100%

ofNAV expected to be future facing.

21Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Adjusted earnings per share

11.82c (-69%)

Dividend cover (x)

1.4x (-68%)

Portfolio contribution ($m)

$63.6m (-56%)

Definition

Profit/loss less all valuation

movements and impairments,

amortisation charges, unrealised

foreign exchange gains and losses,

and any associated deferred tax,

together with any profit or loss on

non‑core asset disposals as such

disposals are expected to

beongoing.

Why is it important?

It means that the Group is focused

ondelivering accretive growth

forshareholders.

How we performed

2023 saw a reduction in adjusted

earnings per share. This was as a

result of production from the

Kestrel steel‑making coal royalty

entering the phase when it will

transition in and out of the Group’s

private royalty area. This was

compounded by the number of

cobalt deliveries from Voisey’s Bay

being below the number guided by

the operator at the start of the year.

Link to strategy

Definition

The ratio of earnings over the

dividend paid to shareholders.

Why is it important?

Dividend cover is a good measure

ofa company’s ability to make

dividend payments to shareholders.

A coverage ratio in excess of 2 is

generally considered safe coverage.

How we performed

2023 saw the dividend cover

reduce in line with the reduction in

earnings. The Board has agreed a

new capital allocation policy which

will see the dividend payout set as

a percentage of free cash flow.

Link to strategy

Definition

Revenue received from our

portfolio ofroyalties, streams and

other investments, minus cost of

sales associated with metal streams.

Why is it important?

It is the source of income

generation forEcora Resources

which funds future investments,

debt repayment and capital

returns to shareholders.

How we performed

Portfolio contribution was down

in2023 as a result of production

from the Kestrel steel‑making coal

mine starting to transition in and

out of the Group’s private royalty

lands and a lower than expected

number of cobalt deliveries from

Voisey’s Bay.

Link to strategy

‘23 ‘23 ‘23

‘22 ‘22 ‘22

‘21 ‘21 ‘21

‘20 ‘20 ‘20

‘19 ‘19 ‘19

11.82c 1.4 63.6

37.55p 4.4 143.2

25.18p 2.6 85.6

15.69p 1.4 47.5

26.06p 2.3 75.9

KEY PERFORMANCE INDICATORS

Measuring our

performance

Our KPIs provide a transparent means of

assessingtheeffectiveness ofstrategic execution.

22 Ecora Resources PLC Annual Report and Accounts 2023

Leverage ratio (x)

1.4x (415%)

Total shareholder returns (%)

-31.2% (-250%)

Updates to KPIs

Going forward the dividend payout will

be calculated as a % of free cash flow,

therefore for 2024 the Group intends

toreplace dividend cover as a KPI

andreplace it with free cash flow.

Sustainability linked KPI update

In its 2022 ARA the Group stated it intended to introduce a sustainability KPI. As a royalty and streaming company, the

mostmaterial exposure to greenhouse gas emissions for the Group is the emissions from our operating partners, that is

ourScope3 (downstream) emissions. The Group will continue to report its Scope 3 emissions in absolute terms as detailed

on pages 79 to 80, and following the run off the Kestrel royalty, will investigate reporting emissions on an intensity basis.

Oncethe emissions intensity of our portfolio can be accurately calculated, management will consider this metric further

forinclusion as akey performance indicator of the business.

Definition

Ecora uses the ratio of net debt

overportfolio contribution less

cashoverheads.

Why is it important?

It is a proxy of the ability of the

Group’s portfolio contribution to

service the level of debt drawn.

How we performed

Decrease in portfolio contribution

in 2023 resulted in an increase in

the leverage ratio.

Link to strategy

Definition

It combines share price

appreciation anddividends paid

toshow the total return to the

shareholder expressed asan

annualised percentage.

Why is it important?

Total shareholder return is a

measure ofthe performance of the

Company’s shares over time.

How we performed

The decrease in share price was

primarily driven by lower

commodity prices and outflows

impacting small cap UK funds,

Link to strategy

‘23

‘22

‘21

‘20

‘19

‘23

‘22

‘21

‘20

‘19

1.4 -31.2

0.27 20.74

1.12 12.68

1.15 -28.62

0.58 33.14

Key to strategy

Commodity selection

Investment framework

Portfolio diversification

Capital allocation

23Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

A sector leading

coppergrowth portfolio

About copper

Copper is a corrosion resistant metal with

high thermal and electrical conductivity.

It is so critical to modern society that life

would be unimaginable without its

widespread use within electrical and

plumbing applications, inconsumer

electronics. Without copper, there

cannot be a green energy revolution.

A 3 Megawatt wind turbine contains

upto 4.7 tons of copper primarily in the

conductive wiring as well as generation

and transformer units.

A solar power system typically includes

5.5 tons of copper per Megawatt of

electricity generation capacity.

Copper wiring is instrumental to

transmitting power from its source of

generation, to homes and businesses.

Electric vehicles rely on copper much

more than traditional internal

combustion engines; not only is the

conductive wiring required in charging

stations, but also in an electric vehicle’s

motor coil which drives the engine.

n An internal combustion engine uses

around 48lbs or 22kg of copper;

n a hybrid electric vehicle uses 88lbs

or40kg of copper; and

n a battery electric vehicle uses 183lbs

or 83kg of copper.

The growth in these markets is

transforming the outlook for copper.

S&PGlobal estimates that copper

demand could nearly double by 2035,

and estimates a 20% shortfall from the

supply level required for the Net‑Zero

emissions by 2050 target.

(1) FY2023 actuals, other data from sell‑side consensus forecasts.

SUPPORTING A SUSTAINABLE FUTURE

Illustrative annual Copper Production

(1)

(in tonnes 000s)

600

500

400

300

200

100

Producing

1.5% NSR

Mantos Blancos

In Construction

2.0% NSR

West Musgrave

Brownfield

1.5% NSR

Mantos Blancos

Phase II

Shovel ready

1.5% NSR

Santo Domingo

Brownfield restart

1.5% GRR

Nifty

Medium-term

0.25-0.55% NSR

Vizcachitas

Longer-term

0.5% NSR

Cañariaco

24 Ecora Resources PLC Annual Report and Accounts 2023

25Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Portfolio contribution of $63.6m was

down 56% on the prior year as a result

oflower contribution from Kestrel as

production started to move in and out

ofthe Group’s private royalty area.

However, volumes in the Group’s

privateroyalty area at Kestrel will

broadlyplateau across 2023 ‑ 2026,

underpinning the Group’s received

production volumes whilst Voisey’s Bay

ramps up and West Musgrave, Santo

Domingo and Piauί are constructed.

During 2023, the portfolio marginally

underperformed against expectations.

At Voisey’s Bay, the progress on the

transition to the underground mining

operations was slower than anticipated

at the start of the year. By the end of the

year operations were 92% complete.

Whilst there has been a gradual ramp up,

the expectation is that the ramp up will

start to gather pace from the second half

of 2024 and throughout 2025.

At Mantos Blancos, production volumes

were impacted by stability issues that

prevented the concentrator and tailings

systems from operating at nameplate

capacity. The operator, Capstone Copper,

has commenced execution of a work

programme costing $35m to address

these issues and sustainable nameplate

operating rates are expected to be

achieved during the first half of 2024.

Across the Group’s development

royalties, which will drive future growth,

on assuming operatorship of the West

Musgrave project, BHP continued

construction and the project was 21%

complete by January 2024. In early 2024

BHP announced that, in light of weak

nickel prices, it is reviewing the phasing

of its planned capital expenditure

programme on West Musgrave, although

it also recognised that the project was

economic on nickel prices at that point

intime, since which they have increased

by6%.

Capstone Copper continues to make

progress on the Santo Domingo project.

During 2023 it worked with Ausenco to

update the existing Feasibility Study that

dates back to 2018. Ausenco is optimising

the process configuration and updating

the mine plan. The technical report is

expected to be published in the first half

of 2024.

Entering a transition phase

In 2023 the portfolio entered a period of transition as the income base

starts to rebalance towards the future facing commodities that will drive

medium term earnings growth.

Revenue growth from future facing commodities ($m)

2023 2024 2025 Medium term

120

100

Future facing commodities (producing)

Other commodities

Future facing commodities (construction)

Future facing commodities (development)

Development

n Santo Domingo:

targeted first

production

2027–28

n Piauí: targeted

firstproduction

2027–28

In construction

n West Musgrave:

21%completed

26 Ecora Resources PLC Annual Report and Accounts 2023

BUSINESS REVIEW

Operator

Capstone

Copper

Location

Chile

Rate and type

1.525% NSR

Balance sheet classification

Royalty intangible

$6.1m

Mantos Blancos generated $6.1m

of revenue in 2023, with average

copper prices of $8,492/lb.

10 Mtpa

Ultimate throughput potential if

the Phase II expansion proceeds.

Base metals:

Copper

Primary commodity: Copper

Mantos Blancos is anopen-pit

copper mine located in the

Antofagasta region of Chile and

operated by Capstone Copper.

What we own

The Group acquired a 1.525% net

smelter return royalty over the Mantos

Blancos copper mine in Chile for $50.3m

in 2019. The Mantos Blancos mine is

anopen‑pit operation located in Chile,

producing copper with silver by‑products.

The NSR entitlement applies exclusively

to copper production at themine.

The operation is owned by Capstone

Copper, following the merger between

Mantos Copper and Capstone Mining

Corp in2022.

Why we own it

Mantos Blancos is a long life copper mine

with upside potential in a recognised

mining jurisdiction. Capstone Copper

isahighly regarded operator with a

wealth of in‑country experience. Copper

supply‑demand fundamentals are widely

expected to be attractive (see page 24)

and it is management’s belief that this

will create upwards pressure on

copperprices.

Performance

Mantos Blancos generated $6.1m of

revenue for the Group in 2023, up 2%

on2022 ($6.0m). Total payable copper

volumes increased to 49.3Kt (2022: 48.8Kt)

and the underlying copper price in

theyear averaged $8,492/tonne

(2022:$8,724/tonne).

Outlook

Capstone Copper’s production guidance

for 2024 is between 49Ktand 57Kt of

copper metal from Mantos Blancos.

H1 is expected to be lower than H2

asthe operator intends to install the

equipment necessary to remove

bottlenecks in the processing circuit.

Once this issue is resolved, Capstone

expects the mine to operate at

nameplate throughput rates of

7.3mtpaof sulphide ore milled.

Capstone Copper is also studying the

option to undertake the Mantos Blancos

Phase II expansion which would take the

concentrators throughput from 7.3mtpa

to at least 10mtpa. AFeasibility Study

isexpected to be published in 2025.

Valuation

The Mantos Blancos royalty is classified

as a royalty intangible asset on the

balance sheet. As such, this asset is

carried at cost less amortisation and

impairments. Royalty intangible assets

are amortised when commercial

production commences, on a straight‑line

basis over the expected life of the mine.

Copper

Mark

In 2023 Mantos Blancos was

awarded the Copper Mark.

TheCopper Mark Assurance

Framework promotes the

responsible production

ofcopper.

Stage

Producing

Mantos Blancos

27Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Primary commodity: Copper

Secondary commodity: Cobalt

Santo Domingo is a high grade,

fully permitted copper - cobalt

project in Chile, owned and

operated byCapstone Copper.

What we own

The Group owns a 2.0% NSR royalty over

the Santo Domingo project. The Company’s

royalty area covers the highest copper

grade portion of the mine plan which is

expected to be mined during the initial six

to seven years of production.

Average annual production is expected to

be approximately 118Kt of copper, 4.2Kt of

65% pellet feed iron ore concentrate and

10.4Mlbs of cobalt. Total reserves are

estimated to be 392Mt at 0.30% copper

grade (as per the Capstone Copper Santo

Domingo Project Technical Report) with an

expected mine life ofover 18years.

Capstone Copper has also identified a

meaningful cobalt opportunity that has

the potential to turn Santo Domingo into

one of the world’s largest and lowest

cost cobalt producers. Cobalt production

over the life of mine is forecast to total

10.4Mlbs per annum, the credits of which

reduce the total mine’s C1 cash costs per

pound ofpayable copper to $1.56 on a

by‑product basis.

Why we own it

Copper and cobalt are commodities that

will be central tothe energy transition.

Capstone Copper has extensive

experience constructing copper mines in

Chile and therewill be considerable cost

efficiencies to be had byintegrating with

the nearby, Capstone operated,

Mantoverde mine. The project has strong

sustainability credentials, for example

using desalinated water from the

Mantoverde desalination plant.

Progress

In 2023 Capstone completed a

brownfield expansion of the Mantoverde

copper mine, located 35 km away from

Santo Domingo.

During 2023 Capstone, in tandem with

third parties, worked to update the 2018

Feasibility Study. The original Feasibility

Study was based on a stand alone

development and the updated study will

capture synergies expected to arise from

the proximity to Mantoverde. The

Feasibility Study is also expected to

reflect a revised design that aims to

achieve a smaller footprint and higher

mill throughput rate, which should have

a positive impact on capital and

operating costs.

Outlook

The project is fully permitted and shovel

ready. The updated Feasibility Study is

scheduled to be published inthe first half

of 2024. Capstone Copper has also

statedthat once the study is published,

itplans to consider a sale of a minority

stake in Santo Domingo. FID is targeted

for H2 2025.

Water

Santo Domingo will

usedesalinated water,

minimisingwater stress

inanaridenvironment.

Operator

Capstone

Copper

Location

Chile

Rate and type

2% NSR

Balance sheet classification

Royalty intangible

140Mlbs

Average annual production

expected to be ~140Mlbs of

copper, 4,200t of 65% pellet

feediron ore concentrate

and10.4Mlbs of cobalt.

18‑year mine life with

extensionpotential.

Stage

Development

Santo Domingo

BUSINESS REVIEW CONTINUED

Base metals:

Copper continued

28 Ecora Resources PLC Annual Report and Accounts 2023

Primary commodity: Copper

Secondary commodity: Nickel

Vizcachitas is a large scale

copper development project

located in Chile, owned by Los

Andes Copper.

What we own

The Group owns a 0.25% NSR royalty

over any open pit operations, stepping

up in the event production is delayed

beyond 30 June 2030.

Why we own it

The Vizcachitas project is amongst the

largest and lowest cost undeveloped

copper deposits with a long‑life and in

awell‑established mining jurisdiction.

Progress

A robust Pre‑Feasibility Study was

published in April 2023, indicating

1,220Mt of mineral reserves at 0.40%

CuEq grade, 1,514Mt of measured and

indicated resources at 0.44% CuEq grade

and 1,823 Mt of inferred resources at

0.38% CuEq grade.

In September 2023 Los Andes appointed

ERM to conduct an analysis of the

licensing process for the project and

todefine the required baseline studies.

Operator guidance is for the project to

come into production in 2029, with

Ecora’s royalty rate stepping up in the

event production is delayed beyond

30June 2030.

Outlook

Reserves based mine life is 26 years

withaverage payable copper production

of 183 Ktpa in the first eight years and

153Ktpa over the life of the mine,

whichhasconsiderable life of mine

extension potential.

The project adopts a ‘sustainability in

design’ approach and is expected to

produce clean copper concentrate

withlow levels of deleterious materials.

Clean

Expected to produce clean

copper concentrate with low

levels of deleterious materials.

Operator

Los Andes

Copper

Location

Chile

Rate and type

0.25% NSR

Balance sheet classification

Royalty intangible

26 years

A 26‑year mine life and further

extension potential.

2029

First production is targeted

for2029.

Stage

Development

Vizcachitas

29Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Primary commodity: Copper

Nifty is a restart copperproject

in Western Australia, owned

andoperated byCyprium

Metals Limited.

What we own

Ecora owns a 1.5% realised value royalty

over the Nifty copper project in the

north‑eastern Pilbara region of Western

Australia, owned and operated by

Cyprium Metals Limited.

Why we own it

Nifty is a mine restart project with

substantial existing infrastructure.

Theoperator states that the mine

isrecognised as the sixth ranked

development project in Australia by

copper metal resource. The copper has

the highest grade of the top six projects

in this ranking. Cyprium expects the

resource estimates to increase as the

mineral resource is open along strike

inmultiple directions and at depth.

Update

Cyprium completed a detailed Restart

Feasibility Study in 2022 over the oxide

heap leach starter operation.

Cyprium is targeting to deliver a Restart

Feasibility update along with a resource

update in early 2024. The operator is

simultaneously preparing a scoping study

for a larger, integrated oxide and sulphide

project which will be followed by

preparing a DFS.

The operator is targeting FID in 2024,

which could lead to first cashflows in

2025. It is envisaged that the operation

will initially produce 20‑25kt of copper

peryear.

Six year life of mine (oxide only);

sulphide potential for >20 years.

Operator

Cyprium Metals

Limited

Location

Western

Australia

Rate and type

1.5% realised valueroyalty

Balance sheet classification

Royalty intangible

6th

Mine recognised as the sixth

largest development project in

Australia, with the highest grade

of copper.

800Kt

Royalty payable once 800Kt

copper has been delivered.

Stage

Development

Nifty

Primary commodity: Copper

As part of the royalty portfolio

acquisition from South32, the

Group acquired a 5.0% NSR

royalty over the Carlota

copperproject in the US,

ownedand operated by

KGHMPolska Miedz.

Royalty revenues from Carlota totalled

$0.6m in 2023. With the open‑pit mining

having ceased in 2014, Ecora anticipates

copper cathode production to continue

to decline as heap leach becomes

exhausted, and copper production

ceases in late 2024 or 2025.

Base metals:

Copper continued

BUSINESS REVIEW CONTINUED

Carlota

30 Ecora Resources PLC Annual Report and Accounts 2023

Primary commodity: Copper

Secondary commodity: Gold

Cañariaco is a large-scale

copper project in northern Peru

which includes the Cañariaco

Norte deposit, the Cañariaco

Sur deposit and the Quebrada

Verde prospect located 3.5km

south of Cañariaco Norte and

immediately south-south-west

of CañariacoSur.

The Group has a 0.5% life of mine NSR

royalty over the project which is majority

owned by TSX‑listed, Alta Copper Corp.

A Preliminary Economic Assessment

(‘PEA’) was completed on Cañariaco

Norte which estimated a post‑tax NPV of

over $1bn (at a copper price of $3.50/lb)

and a 2022 mineral resource totalling

9.3Blbs of contained copper in the

Measured and Indicated category, plus

1.4Blbs of contained copper in the

Inferred category. A resource estimate

was also completed for Cañariaco Sur

that estimated 2.2Blbs of contained

copper in the Inferred category.

In 2024, Alta Copper expects to continue

advancing an Optimized PEA, to be

published in H1 2024 and to apply for

permits for a 47,000m drill programme,

advance metallurgical testwork and

community engagement.

The Cañariaco royalty is classified as a

royalty intangible asset on the balance

sheet. As such, this asset is carried at

cost less amortisation and impairments.

Royalty intangible assets are amortised

when commercial production

commences, on a straight‑line basis

overthe expected life of the mine.

Cañariaco

31Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

BUSINESS REVIEW CONTINUED

Base metals:

Nickel

Primary commodity: Nickel

Secondary commodity: Copper

West Musgrave is a large-scale,

BHP-owned, nickel and

copperdevelopment project

located in Western Australia,

approximately 1,300km

north-east of Perth.

What we own

The Group owns a 2.0% NSR royalty

overthe West Musgrave project

(‘WestMusgrave’) in Australia.

Average annual production from West

Musgrave is expected tobe approximately

35Kt of nickel and 41Kt of copper over

the first five years of production and

27Kt of nickel and 33Kt of copper

thereafter. Total reserves are estimated

at 270Mt at 0.31% nickel and 0.34%

copper grades with an expected mine life

of over 24 years (asper the OZ Minerals

2022 Mineral Resource and OreReserve

Statement for WestMusgrave).

Why we own it

The West Musgrave project is a low cost,

sustainable way of accessing two

commodities, copper and nickel, that will

play a vital role in the energy transition.

Renewable sources of energy are

expected to provide 80% of the power,

with plans to increase it to 100%, which

would make it one of the largest fully

off‑grid renewable powered mines in the

world. Water requirements at the site

canbe met from a local aquifer system

and a bore field.

Progress

The project is in the construction phase

and BHP announced in February 2024

that construction is 21% complete.

Outlook

The nickel industry has seen rapid supply

growth from Indonesian operations.

Thesupply ramp‑up has put downward

pressure on nickel prices, currently at

approximately $17,500 per tonne. This

has led to a number of nickel operations

in Australia being placed on care and

maintenance, and BHP is considering the

same course of action for its Nickel West

operations, which have recently been

integrated with the West Musgrave

project to form the Western Australian

Nickel unit.

The West Musgrave project’s economics

remain robust, with BHP stating that the

operation could generate reasonable

returns despite a weak nickel price

environment and assuming lower

forward prices for nickel. However, as

BHP studies a potential move into care

and maintenance for Nickel West, it will

consider the merits of phasing the

remaining West Musgrave construction

capital expenditure.

Operator

BHP

Location

Australia

Rate and type

2% NSR

Balance sheet classification

Royalty intangible

24 years

With a 24‑year mine life and

further extension potential,

thesite plan is fora mineral

processing plant with anameplate

capacity of 13.5Mtpa.

21%

Construction was 21% complete

as at Q1 2024.

Stage

In construction

West Musgrave

80%

The project will be 80% powered

by renewable sources of energy,

with plans totake it to 100%,

which would make it one of the

largest fully off‑grid renewable

powered mines in the world.

32 Ecora Resources PLC Annual Report and Accounts 2023

Piauí

Operator

Brazilian Nickel

Location

Brazil

Rate and type

1.60% NSR

Balance sheet classification

Royalty financial instrument

4.25%

Size of our royalty should we

invest afurther $62.5m towards

the construction of the full scale

facility.

$17.5-22.5m

Production of first nickel from

thesmall scale PNP1000 plant

commenced in June 2022. Once

fully ramped up, this royalty could

contribute between $17.5‑22.5m.

Primary commodity: Nickel

Secondary commodity: Cobalt

The project is an open-pit

nickel-cobalt mining operation

located inthe state of Piauí,

innorth-eastern Brazil.

What we own

The Group has a royalty over the

Piauínickel project in Brazil owned

byBrazilianNickel PLC, a private UK

company. Ecora Resources contributed

an initial investment of $2.0m for a 1.25%

GRR on the project in 2017 and increased

this to 1.60% in 2023 through investing a

further $7.5m. Ecora has, at its election,

the right to increase this investment by

afurther $62.5m for a total gross royalty

of 4.25% upon the satisfaction of

certainmilestones.

Why we own it

Piauí is a low‑cost project located in

anestablished mining jurisdiction.

Highpurity nickel and cobalt hydroxide

products to be produced from Piauí

areexpected to be used for lithium ion

batteries, one of the key end markets

forwhich is electric vehicles.

Progress

Production of first nickel from the small

scale PNP1000 plant commenced in June

2022. The learnings from the PNP1000

plant have fed into the detailed

engineering studies and flow sheet

optimisation that will further de‑risk the

project prior to construction.

Ecora invested $7.5m in November 2023,

increasing its royalty from 1.25% to 1.60%,

with the proceeds primarily being used to

finance the aforementioned workstreams.

Outlook

The operator continues to progress

detailed engineering studies, operational

readiness preparations and construction

financing workstreams. FID and

commencement of construction are

expected shortly after completion of

these workstreams. The project is

expected to produce 27ktpa of nickel

and 1ktpa of cobalt during the initial

tenyears of operation.

Valuation

The Piauí royalty is classified as a royalty

financial instrument on the balance

sheet. It is carried at fair value by

reference to the discounted expected

future cash flows over the life of the

mine. The option to invest further

amounts is also classified as a royalty

financial instrument on the balance

sheet and carried at fair value. All

valuation movements relating to the

royalty and the option are recognised

directly in the income statement.

Stage

Development

EVs

High purity and low carbon nickel

and cobalt hydroxide products

will be produced from Piauí for

lithium ion batteries, electric

vehicles, sustainable energy

andthe aerospace industry.

33Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Speciality and battery metals:

Colbalt

Voisey’s Bay

Primary commodity: Cobalt

Voisey’s Bay is located in the

Province of Labrador and

Newfoundland, Canada, and

operated by Vale Canada, a

subsidiary ofVale S.A., one of

theworld’s largest mining

companies.

What we own

Ecora acquired a 70% net interest in a

cobalt stream over the Voisey’s Bay mine

in Canada owned and operated by Vale.

The Company is entitled to receive

22.82% of all cobalt production from

Voisey’s Bay up until 7,600 tonnes of

finished cobalt have been delivered, and

11.41% entitlement thereafter. Ecora

Resources will make ongoing payments

equal to 18% of an industry cobalt

reference price for each pound of cobalt

delivered under the cobalt stream, until

it has recovered the $300m original

upfront amount paid for the stream

(through accumulating credit from 82%

of the cobalt reference price) through

cobalt deliveries; thereafter, the ongoing

payments will increase to 22% of the

cobalt reference price.

Why we own it

Cobalt is a key commodity in the

production of lithium‑ion batteries.

Voisey’s Bay is one of the largest sources

ofcobalt outside of the Democratic

Republic of Congo. It is an established

world‑class, low cost operation and one

of the lowest CO

emitters per unit of

nickel produced. The stream from

Voisey’s Bay is expected to increase

materially in late 2024 and 2025 to offset

some of the reduction in revenue from

the Kestrel royalty.

Performance

The expansion and completion of the

underground mines has taken longer

than expected and is now expected to be

completed in H2 2024. As a result, more

nickel than planned came from the

Discovery Hill open pit which is of a lower

ore grade than the underground mines.

Consequently 11 deliveries of cobalt

were received by Ecora in 2023 (2022:

19deliveries) totalling 220t ofcobalt.

Cobalt prices were also down year on

year with an average price achieved of

$16/lb (2022: $32/lb).

The combination of lower volumes and

prices resulted in total stream revenue of

$5.6m (2022: $18.8m) and, after cost of

sales, generated $4.2m of net portfolio

contribution (2022: $14.6m).

Outlook

Mining operations continue to transition

from the open pit tothe underground

mine. Production from the Reid Brook

and Eastern Deep mines is expected

toramp up throughout 2024 and 2025.

We expect to receive 12‑16 deliveries

ofcobalt in 2024 (each delivery is

20tonnes).

When ramp‑up is completed by the

operator, the underground mines will

produce approximately 45ktpa of nickel

and approximately 2.5ktpa of cobalt in

concentrate at the peak annual mill feed

rate of 2.6Mtpa. At this point the Ecora

should receive approximately

40deliveries per annum (70% of which

are attributable to Ecora)..

Valuation

The Voisey’s Bay cobalt stream is

classified as a metal stream asset on the

balance sheet. As such, this asset

iscarried at cost, less depletion and

impairments. Metal stream assets are

depleted once commercial production

commences, on aunit‑of‑production

basis over the total expected deliveries

tobereceived.

Operator

Vale

Location

Canada

Rate and type

22.82% attributable production

Balance sheet classification

Mineral stream interests(PP&E)

22.82%

Ecora is entitled to 22.82% of

total cobalt produced, with a step

down to11.41% once certain

delivery thresholds reached.

2039

Projected mine life to 2039,

basedoncurrent life of mine,

withpotential for furthermine

lifeextensions.

Stage

Producing

100%

Target for 100% energy from

renewable sources by 2030.

Voisey’s Bay is one of the

lowestCO

emitters per unit

ofnickel produced.

BUSINESS REVIEW CONTINUED

34 Ecora Resources PLC Annual Report and Accounts 2023

Vanadium

Operator

Largo

Resources

Location

Brazil

Rate and type

2% NSR

Balance sheet classification

Royalty intangible

$3.1m

Royalties from the Maracás

Menchen mine totalled $3.1m

in2023.

9.6Kt

Production and sales during

2023was 9.6Kt with annual V

production guidance for 2024

at8.7Kt– 10.7Kt.

Primary commodity: Vanadium

A vanadium mine operated by

Largo Resources and located in

the eastern Bahia State of Brazil,

250km south-west of Salvador,

the capital of Bahia, and 800km

north-east of Brasilia, the

capital of Brazil.

What we own

The Group has a 2% NSR royalty on all

mineral products sold from the area of

the Maracás Menchen mine to which the

royalty interest relates. The project

covers an area in excess ofthe current

mining permits which offers potential

forexploration upside. Maracás Menchen

is 99.97% owned and operated by

TSX‑listed Largo Resources Limited.

Why we own it

According to Largo, Maracás Menchen is

one of the lowest cost and highest grade

vanadium mines in the world. Largo has

a vertically integrated business model

where its vanadium is used to produce

long‑duration grid scale vanadium redox

flow batteries (VRFBs) for the renewable

energy storage market.

Performance

Royalties from the Maracás Menchen

mine totalled $3.1m during the year

(2022: $3.6m).

The mine produced 9.6Kt of V

in 2023

(2022: 10.4 Kt).

The average realised vanadium price

of$9.21/lb was lower than in 2022

($10.47/lb).

Outlook

Largo has announced production

guidance for 2024 of 8.7Kt to 10.7Kt

ofV

. Ilmenite sales are expected

toramp up over the year and average

60‑67kt.

Valuation

The Maracás Menchen royalty is

classified as a royalty intangible asset

onthe balance sheet. As such, this

assetis carried at cost less amortisation

and impairments. Royalty intangible

assets are amortised when commercial

production commences, on a straight‑

line basis over the expected life of

themine.

Stage

Producing

95%

95% of the water used in ore

processing is recycled; the rest

islostin evaporation.

Vanadium redox flow batteries

(‘VRFBs’) are an innovative

solution tostore renewable

energy for a lowcarbon future.

Maracás Menchen

35Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Uranium

Operator

Orano

Location

Canada

Rate and type

Tolling revenue

Balance sheet classification

Loan and royalty

financialinstrument

$4.1m

Portfolio contribution from the

McClean Lakemilltotalled $4.1m

in 2023.

15.1

Production volumes totalled

15.1Mlbsin2023.

Primary commodity: Uranium

Cigar Lake is a world-class

uranium mine operated by

Cameco and located in the

Athabasca Basin, Saskatchewan,

Canada.

The McClean Lake mill is operated by

Orano Group and processes all of the

oreproduced at the Cigar Lake mine

inreturn for a C$/lb tolling fee.

What we own

In 2017, Ecora Resources provided Denison

Mines Inc (‘Denison’) with a C$40.8m,

13‑year loan bearing interest at a rate of

10% per annum. The interest payments are

payable from the cash flows received by

Denison from the toll revenue generated

from its 22.5% interest in the McClean Lake

mill. In any period where the cash flow from

the toll revenue exceeds the interest

payment, the balance is received by Ecora

Resources as a repayment of principal. In

any period where the cash flows are less

than the interest, the interest will capitalise

and be repaid out of cash flows in the

following period. Any amounts outstanding

at maturity are due and payable regardless

of the cash generated from the toll. As the

income from the toll revenue is based on a

C$/lb of throughput, it is not sensitive to

movements in the uranium price. As such,

the Group’s cash flows will not alter with

uranium price fluctuations. The risk to the

Group’s cash flow is instead from any

shutdown of the mine or the mill.

In addition to the loan, the Group also

entered into a subsequent stream with

Denison to purchase the entire share of its

toll receipts received from Cigar Lake for

C$2.7m. This allows for potential mine life

extension at Cigar Lake.

Why we own it

The nuclear industry has an important

role to play in the provision ofclean

energy with demand set to increase as

energy security and transition to low

carbon electricity accelerates. Cigar Lake

is one of the leading uranium mines in

the world and this investment provides

us with indirect exposure to the Cigar

Lake mine.

Performance

Production from the Cigar Lake mine

totalled 15.0Mlbs (2022: 18.2Mlbs) with

productivity impacted due to mining being

initiated from a new zone in the ore body.

Toll milling receipts from the McClean Lake

mill totalled $4.1m in the year (2022:

$5.0m). These toll milling receipts are

applied against the Group’s interest

bearing loan receivable from Denison

Mines, initially against any outstanding

interest and thenprincipal.

Outlook

Guidance for production from Cigar Lake

2024 is back up at the licensed capacity

of18Mlbs of uranium.

Cameco has also announced that it has

started the workstream necessary to

extend the estimated mine life to 2036.

More detail on this is expected as we

move through the year.

Valuation

The loan instrument is accounted for as a

receivable andcarried at amortised cost.

The stream is considered afinancial

instrument in accordance with the Group’s

accounting policies and is therefore carried

at fair value. All valuation movements are

recognised directly in the income statement.

Stage

Producing

ISO

14001

McClean Lake maintains its

certification in ISO 14001

standard for environmental

management and OHSAS 18001

standard for occupational health

and safety management.

Cigar Lake Mine/McClean Lake Mill

BUSINESS REVIEW CONTINUED

36 Ecora Resources PLC Annual Report and Accounts 2023

Primary commodity: Uranium

Ecora has a 2% NSR royalty over

part of the Athabasca Basin in

Saskatchewan, Canada. NexGen

Energy Ltd has recently released

drillhole results in a new intense

uranium mineralization zone on

its SW2 property which is 3.5km

east of NexGen’s Arrow deposit

which forms the basis of the

Rook 1 project. The new

occurrence falls within Ecora’s

royalty area.

Rook 1 is the largest development stage

uranium project in Canada. Drilling

activity is being fully dedicated to this

new discovery to advance NexGen’s

understanding of the scope and scale of

mineralisation. There are numerous

similarities in geology and setting to

Arrow. Exploration is predominantly

open in all directions including over

1.5km along strike.

Primary commodity: Uranium

The Salamanca uranium

projectis being developed in

ahistorical mining area located

in the Salamanca Province in

western Spain, 250km west

ofMadrid.

The Group has a 1% life of mine NSR

royalty on the project, which is operated

by ASX‑listed Berkeley Energia Limited

(‘Berkeley’). The project consists of four

main deposits (Retortillo, Alameda,

Zona7 and Gambuta).

Authorisation for construction for the

uranium concentrate plant as a

radioactive facility (NSC II) is theonly key

approval required to commence full

construction of the Salamanca mine.

MITECO (Spanish Ministry of

Environment) rejected the initial NSC II

application, a ruling whichBerkeley

subsequently appealed. However,

MITECOrejected Berkeley’s appeal in

early 2023. Berkeley continues to follow

various other avenues ofappeal

withinSpain.

The Salamanca royalty is classified

asaroyalty intangible asset on the

balance sheet. As such, this asset is

carried atcost less amortisation

andimpairments. Royalty intangible

assets are amortised when commercial

production commences, on a straight‑

line basis over the expected life of

themine.

Primary commodity: Uranium

The Group has a 1% life of mine

NSR royalty on the Four Mile

uranium mine in South Australia.

Four Mile isoperated by Quasar

Resources Pty Ltd (‘Quasar’).

Royalty revenue from Four Mile totalled

$6.8m (2022: $1.0m). This included $5.4m

of accrued income released to the income

statement following a favourable

judgement by the Supreme Court of

Australia, Court of Appeal in relation to the

dispute with Quasar Resources Pty Ltd.

with regards to the allowable deductions

being applied to the Group’s royalty.

The Four Mile royalty is classified as a

royalty intangible asset on the balance

sheet. As such, this asset is carried at

cost less amortisation and impairments.

Royalty intangible assets are amortised

when commercial production

commences, on a straight‑line basis

overthe expected life of the mine.

SW2 SalamancaFour Mile

37Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Lower impact bulks:

Iron Ore Pellets

Operator

Rio Tinto

Location

Canada

Rate and type

Indirect interest in 7% GRR

Balance sheet classification

Royalty financial instrument

$1.7m

The Group’s income from LIORC

was$1.7m in 2023.

C$2.5 per share

LIORC declared total dividends

ofC$2.55 per share for 2023.

Primary commodity: Iron ore

Mined and produced

inNewfoundland and Labrador,

Canada, the iron orepellets

aretransported 418km byrail

tothe port at Sept-Îles, Quebec,

where they are shipped to

various markets throughout

theworld.

What we own

A 0.7% equity stake in Labrador Iron

OreRoyalty Corporation (‘LIORC’), a

Toronto‑listed company which holds

both a royalty and equity interest in

theIron Ore Company of Canada (‘IOC’)

operations. This entitles LIORC to

revenue from its 7% gross revenue

royalty (along with a small commission)

on sales from the operation, along with

dividend income from its equity stake.

LIORC is effectively a pass‑through

vehicle in so much that it has a limited

mandate to pass through its net cash to

shareholders by way of dividend, subject

to retaining sufficient working capital.

Given the restricted investment mandate

available to its management, Ecora

Resources considers this to effectively

bea part ownership of the IOC royalty

and accounts for this income as such.

Why we own it

IOC is operated by Rio Tinto and is one of

the top five producers of seaborne iron

ore pellets in the world withan expected

mine life of over 20 years at current

production levels.

IOC produces high‑quality iron ore

pellets which are highly sought after and

reduce the carbon footprint ofthe steel

produced. Their quality is supported by

the low levels of impurities, notably low

in phosphorus, alumina and sulphur,

which allows them to command

apremiumprice.

Performance

The operation had a total 2023 full year

production of 9.7Mt (2022: 10.3Mt) of

iron ore pellets and concentrate, which

was within Rio Tinto’s FY guidance for

2023 (9.3Mt to 9.8Mt) Production was 6%

lower than 2022 with challenges due

towildfires in Northern Quebec in the

second quarter, as well as extended

plant downtime and conveyor belt

failures in the third quarter.

LIORC declared total dividends of C$2.55

per share, 18% down on the prior year

(2022: C$3.10).

During the year, the Group sold ~60%

ofits residual stake in LIORC realising

C$18.9m, a total pre‑tax return on

investment of c. 110% and a gain on

disposal of C$4.1m.

Outlook

Guidance from LIORC is for saleable

production tonnage in 2024 of 16.7Mt

to19.6Mt of iron ore pellets and

concentrate.

Valuation

The investment in LIORC is classified

asaroyalty financial instrument on the

balance sheet. It is carried at fair value

byreference to the quoted bid price of

LIORC at the reporting date. On initial

recognition, the Group made the

irrevocable election to designate its

investment in LIORC as fair value through

other comprehensive income (‘FVTOCI’).

As a result, all fair value movements

accumulate in the investment revaluation

reserve, within ‘Other reserves’.

Stage

Producing

Clean

chemistry

IOC produces high‑quality iron

ore pellet with a clean chemistry

which helps to lower the carbon

footprint of steelmakers.

Labrador Iron Ore Royalty Corporation

BUSINESS REVIEW CONTINUED

38 Ecora Resources PLC Annual Report and Accounts 2023

ChromiteCalcium Carbonate

Primary commodity:

Calcium Carbonate

The Incoa project consists of

acalciumcarbonate mineand

associated infrastructure in the

Dominican Republic and a

processing facility located

inMobile, Alabama.

Together with Orion Mineral Royalty

Fund, weentered into a financing

agreement with Incoa Performance

Minerals LLC in 2020, whereby Ecora

Resources may contribute $20m to

Incoa’s calcium carbonate mine in the

Dominican Republic andprocessing

facility in Alabama, US, following

construction completion and a number

of other conditions precedent, in

exchange for~1.23% of grossrevenue

from theproject.

Incoa continues to ramp‑up its calcium

carbonate production, and the

operational conditions required to

trigger Ecora’s US$20m funding are

notexpected in 2024.

Primary commodity: Chromite

Ontario’s Ring of Fire is

locatedapproximately 500km

north-east of Thunder Bay

andcovers about 5,000km².

The Group has a 1% life of mine NSR

royalty over a number of claims on the

Black Thor, Black Label and Big Daddy

chromite deposits operated by

WylooMetals.

The Ring of Fire royalty is classified as a

royalty intangible asset on the balance

sheet. As such, this asset is carried at

cost less amortisation and impairments.

Royalty intangible assets are amortised

when commercial production

commences, on a straight‑line basis

overthe expected life of the mine.

Primary commodity: Iron ore

Pilbara is an integrated system

of four processing hubs and five

mines connected by more than

1,000km of rail infrastructure

and port facilities in the Pilbara

region of northern Western

Australia.

The Group has a 1.5% life of mine GRR

over three exploration tenements in the

central Pilbara region of Western

Australia, owned by a wholly owned

subsidiary ofBHP.

The tenements, covering 263km², host

anumber of known iron occurrences,

including the Railway deposit. The

tenements are supported by extensive

rail infrastructure including the rail lines

from Rio Tinto’s West Angeles and

Yandicoogina mines and BHP’s rail line

serving its current operations at Mining

Area C, which lie immediately to the east

of the Railway deposit.

Ecora does not anticipate any tangible

progress on the tenements covered by

the Group’s royalty until ~2050, while

BHP continues to develop its other iron

ore interests in the Pilbara region.

The Pilbara royalty is classified as a

royalty intangible asset on the balance

sheet. As such, this asset is carried at

cost less amortisation and impairments.

Royalty intangible assets are amortised

when commercial production commences,

on a straight‑line basis over the expected

life of the mine.

Incoa Ring of FirePilbara

39Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Other:

Steel-making coal

Primary commodity:

Steel-making coal

An underground steel-making

coal mine located in the Bowen

BasinatCrinum, 51km north-

east ofEmerald in Central

Australia inCentral

Queensland,Australia.

What we own

Kestrel is an underground coal mine

located in the Bowen Basin, Queensland,

Australia. It is operated by EMR Capital

and PT Adaro Energy (‘EMR’ and ‘Adaro’).

TheGroup owns 50% of certain sub‑

stratum lands which, under Queensland

law, entitle it to coal royalty receipts from

the Kestrel mine.

The royalty rate to which the Group is

entitled isprescribed by the Queensland

Mineral Resources Regulations. These

regulations currently stipulate that the

basis of calculation is a six‑tiered fixed

percentage of the invoiced value of the

coal based on the average realised coal

price per tonne in the period, as follows:

7% of the value up to and including

A$100; 12.5% of the value over A$100

and upto and including A$150; 15%

ofthe value over A$150 andup to and

including A$175; 20% of the value over

A$175and up to and including A$225; 30%

of the value over A$225 and up toand

including A$300; and 40% thereafter.

Why we own it

Kestrel has been the Company’s most

important revenue generating asset for

many years. There are approximately

three more years of mining expected in

Ecora’s private royalty area. Cash flows

have been directed to fund the Group’s

transformation and it will continue to

recycle the cash generated by the Kestrel

royalty into commodities that will

support a sustainable future.

Performance

2023 saw mining operations move into

an area that is only partially covered by

Ecora’s royalty area and therefore

saleable production volumes due to

Ecora were principally received in Q1

andQ4.

Production volume within Ecora’s royalty

area totalled 1.6Mt (2022: 4.1Mt) at an

average realised price of $225 per tonne

(2022: $325 per tonne) which generated

royalty income of $36.0m

(2022:$107.0m).

Outlook

Saleable production volumes within

Ecora’s private royalty area are expected

to be 15‑25% higher in 2024 compared to

2023. Mining activity within the Ecora

private royalty area is expected to be

weighted towards H1.

Saleable production volumes in the

Group’s royalty area in 2025 are

expected to higher than 2024 levels

andit is anticipated that volumes in

theprivate royalty area by the end of

2026 will equate to 10% orless of

Kestrel’s annual saleable production.

Valuation

The Kestrel royalty is classified as coal

royalties on the balance sheet and

accounted for as an investment property.

As such, this asset is carried at fair value

by reference to the discounted expected

future cash flows over the life of the mine.

Further details on the valuation can be

found in note 15 ofthe financial

statements. The independent valuation

of Kestrel was undertaken by a

Competent Person in accordance with

the Valmin Code (AusIMM, 2005), which

provides guidelines for the preparation

of independent expert valuation reports.

The Group monitors the accuracy of this

valuation by comparing the actual cash

received to that forecast. The value of

the land is calculated byreference to the

discounted expected royalty income

from mining activity, as described in note

15. As the asset has a nominal cost base,

the carrying value almost entirely

represents the valuation surplus. The

Group recognises a deferred tax

provision against the valuation surplus

and, as such, the netvalue on the

balance sheet is $54.1m (2022: $74.7m).



Operator

Kestrel Coal

PtyLtd

Location

Australia

Rate and type

7–40% GRR

Balance sheet classification

Investment property

$36m

Royalty contribution, with

average coal prices of $225/t

allowing for the recycling of cash

flow into copper and nickel.

Stage

Producing

250

tonnes

Approximately 250 tonnes of

steel‑making coal are required

tobuild a single offshore wind

turbine, being used to construct

every main component, including

the generator, blades, tower

andfoundation.

Kestrel

BUSINESS REVIEW CONTINUED

40 Ecora Resources PLC Annual Report and Accounts 2023

Other:

Gold

Primary commodity: Gold

The Group has a 2.5% life of

mine NSR royalty on the EVBC

gold, copper and silver mine

owned by TSX-listed Orvana

Minerals Corp (‘Orvana’). EVBC

is located in the Rio Narcea

Gold Belt of northern Spain

andwas previously mined from

1997 to 2006 by Rio Narcea

Gold Mines.

During 2023, Ecora and Orovalle reached

an agreement relating to the royalty over

the EVBC mine, whereby Orovalle has

agreed to pay the outstanding royalty

amounts for Q3 2022 and Q4 2022

totalling $1.5m in full, before applying a

new ratchet structure linked to the gold

price from 1 January 2023, that will see

the applicable royalty increase from a

minimum 0.5% where the gold price is

<$1,800/oz up to 3.0% where the gold

price is <$2,500/oz1.

The EVBC royalty contributed 0.7m in

2023 ($2.8m in 2022).

The EVBC royalty is classified as a

financial asset within royalty financial

instruments on the balance sheet. It is

carried at fair value by reference to the

discounted expected future cash flows

over the life ofthe mine. All valuation

movements are recognised directly in

the income statement.

EVBC

41Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

FINANCIAL REVIEW

Overview

As expected, 2023 marked the start of a transitional period for the Group while Voisey’s Bay (“VB”)

ramps up and production at Kestrel begins to move outside of our private royalty lands. This saw

deliveries from VB reduce from 19 to 11 in the year and volumes from the Group’s private royalty

landsatKestrel reducing from 4.1mt to 1.6mt.

Combined with softer prices for steelmaking coal, cobalt and

copper throughout the year than those realised in the prior

year, the Group’s portfolio contribution reduced from $143.2m

in 2022 to $63.6m in 2023. This is the level which the portfolio

should continue to generate until the growth comes through

from our near‑term development royalties.

The Group invested $27.5m during the year into two

development projects: $20m to acquire a 0.25% NSR royalty over

the Vizcachitas copper project; and $7.5m to upsize the Group’s

existing 1.25% NSR over Brazilian Nickel’s Piauí project to 1.60%

as part of the funding required to advance the technical studies

for the full‑scale expansion. Both acquisitions add compelling

growth prospects into our medium‑longer term pipeline. On

3January 2024 the final instalment of deferred consideration

relating to the $185m royalty portfolio acquired in 2022 was

paid to South32. Absent the Incoa project meeting its phase II

conditions, the Group has no further capital commitments.

At the end of 2023 we took the opportunity to re‑finance our

existing revolving credit facility. Despite challenging credit

conditions during the second half of the year, we were delighted

to see our existing lenders demonstrate their support of the

Group by agreeing to an amendment and extension of the

previous facility. As a result, the Group will face no refinancing

requirement until 2027 at the earliest. The support of our

lenders, who are amongst the largest Canadian institutions,

further validates the Group’s strategy and endorses the quality

of our royalty portfolio. The amendment and extension of the

facility provides the Group with the financial flexibility to pursue

the growth opportunities we are currently seeing and expect

tocontinue in 2024 and beyond.

Results

The Group’s portfolio contribution reduced by 56% to $63.6m

in 2023, from a record $143.2m in 2022. This was driven in large

part by lower volumes at both Kestrel and Voisey’s Bay, along

with softer commodity prices across the Group’s portfolio.

As expected, production at Kestrel was largely outside of the

Group’s private royalty lands in 2023 which resulted in a 62%

decrease in volumes year‑on‑year from 4.1Mt in 2022 to 1.6Mt

in 2023. While the Group benefited from a full year of the higher

royalty rates introduced by the Queensland government in July

2022, which resulted in an average royalty rate of 21.23% for

2023 compared to 16.27% in 2022, steelmaking coal prices

came off the record highs seen in 2022 (although still well above

long‑term average) and when combined with the lower volumes,

resulted in the Kestrel royalties decreasing by 67% to $35.9m

(2022: $107.2m).

“Year-on-year growth

expected in 2024”

Kevin Flynn

Chief Financial Officer

42 Ecora Resources PLC Annual Report and Accounts 2023

The following table outlines some commentary on the key royalties in the period.

Kestrel

$35.9mvs$107.2m

n Total saleable volumes flat

n Ecora volumes down ~62% to 1.6Mt (2022: 4.1Mt), as expected with production transitioning outside the Group’s

private royalty lands

n Realised steel‑making coal prices decreased to $225/t (2022: $325/t)

n First full year of new higher royalty rates, 21.23% (2022: 16.27%)

n FY24: expect an increase with volumes weighted to the first half of 2024

Voisey’sBay

$5.6mv$18.8m

n 11 deliveries in 2023 (2024: 19)

n Realised cobalt price decreased to $16.36/lbs (2023: $32.14/lbs)

n FY24: expected deliveries 12 – 16, ramp up of underground mine expected to commence in in the second half of 2024

MantosBlancos

$6.1mvs$6.0M

n Total payable copper production flat at 49.3Kt in 2023 (2022: 48.8Kt)

n Realised copper price decreased to $8,492/t (2022: $8,724/t)

n FY24: Capstone Copper guidance indicates potential volumes upside with total copper production in the range of

49,000t – 57,000t

MaracásMenchen

$3.1mvs$3.6m

n Volumes flat in 2023 at 9,000t (2022: 9,000t)

n Realised vanadium price decreased to $9.21/lbs (2022: $10.47/lbs)

n 2023 production was impacted in the first half of the year by adverse weather and the transition to a new mining

contractor, with production normalised in June 2023

n FY24: Largo guidance indicates sales in the rage of 8,700t – 10,700t

FourMile

$6.8mvs$1.0m

n Volumes flat in 2023 at 5.0Mlbs (2022: 4.9Mlbs)

n Realised uranium price increased to $50.88/lbs (2022: $44.13/lbs)

n 2023 contribution includes $5.4m in previously underpaid royalties, following the original judgement of Supreme

Court of Western Australia in favour of the Group being upheld on appeal

n FY24: Volumes are expected to remain flat year‑on‑year, the current uranium price presents potential upside

Dividends

$2.0mvs$2.9m

n LIORC dividend decreased to C$2.55/share (2022: C$3.10/share)

n Dividend per share impacted by fall in iron ore price and change in product mix with lower sales of the higher

value pellets

n ~60% of the Group’s holding in LIORC was disposed of in Q4 2023

n Flowstream dividends remained flat at $0.3m (2022: $0.4m)

2023

2022

$m YoY%

Kestrel 35.9 107.2 (67%)

Voisey’sBay 5.6 18.8 (70%)

MantosBlancos 6.1 6.0 2%

MaracásMenchen 3.1 3.6 (14%)

FourMile 6.8 1.0 580%

Carlota 0.6 0.2 200%

Royaltyandstreamincome 58.1 136.8 (58%)

Dividends–LIORCandFlowstream 2.0 2.9 (31%)

Interest–McCleanLake 1.8 2.1 (14%)

Royaltyandstream-relatedrevenue 61.9 141.7 (56%)

EVBC 0.7 2.8 (75%)

Principal repayment – McClean Lake 2.3 2.9 21%)

Less:

Metal streams cost of sales (1.3) (4.3) (70%)

Totalportfoliocontribution 63.6 143.2 (56%)

Production at Voisey’s Bay was impacted by the ongoing

transition from the open pit mine and ramp‑up to full

production of the underground mine. As a result, cobalt

deliveries reduced by 42% to 11 in 2023 (2022: 19). In addition

to the reduction in cobalt deliveries, the cobalt price continued

to weaken through the first nine months of 2023, with the

Group realising an average sales price of $16.36/lbs (2022:

$32.14/lbs). The combination of both lower volumes and lower

cobalt prices resulted in the contribution from the Group’s

Voisey’s Bay stream decreasing from $14.5m in 2022 to $4.3m

in 2023.

Elsewhere, the contributions from Mantos Blancos and Maracás

Menchen were in line with our expectations, while the LIORC

dividend was lower as a result of lower iron ore prices and a change

in sales mix with lower sales of the higher value pellets. In addition,

the Group reduced its holding in LIORC by ~60% during Q4 2023

which also contributed to lower overall dividends for the year.

Following the original judgement of the Supreme Court of

Western Australia in favour of the Group being upheld on

appeal, $5.4m (A$8.1m) of previously underpaid royalties were

released to the income statement in Q4 2023, resulting in a full

year contribution from the Four Mile royalty of $6.8m.

43Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

FINANCIAL REVIEW CONTINUED

Results continued

Taking this portfolio contribution analysis, and allowing for operating, finance costs and tax, the following table outlines the Group’s

adjusted earnings for 2023.

2023 2022

$m % $m

Royalty‑related revenue 61.9 (56%) 141.8

EVBC royalties 0.7 (75%) 2.8

Metal streams cost of sales (1.3) (70%) (4.3)

Operating expenses (10.9) 1% (10.8)

Finance costs (8.3) 30% (6.4)

Finance Income 0.9 — —

Foreign exchange and other 1.6 (487%) (0.4)

Tax (14.1) (59%) (34.8)

Adjustedearnings 30.5 (65%) 87.9

Weighted average number of shares (‘000) 257,896 234,062

Adjustedearningspershare 11.82c (69%) 37.55c

Further information can be found in the Business Review

on page 26.

The Group’s operating costs of $10.9m remained in line with

thecomparative period despite global rates of inflation, as the

business continues to be run in a cost‑efficient manner with

staff costs the primary source of expenditure.

As expected, the Group’s borrowing costs have increased in line

with the movement in global interest, with the average cost of

debt increasing from ‑4.8% in 2022 to ‑8.5% in 2023. The Group’s

total borrowings have increased year‑on‑year from $42.3m at

31 December 2022 to $82.4m at 31 December 2023 with the

four instalments of deferred consideration relating to the West

Musgrave and royalty acquisition and the $20m acquisition of

the 0.25% NSR over the Vizcachitas project in the second half

of2023. With the expected year‑on‑year growth in portfolio

contribution for 2024, and the revisions to the Group’s

approach to capital allocation, we now expect that net debt

should peak in Q1 2024 at ~$90m.

The decrease in the current tax charge for the year corresponds

with the decrease in royalty‑related revenue.

As a result of the above, the Group generated adjusted

earnings for the year of $30.5m (2022: $87.9m) and adjusted

earnings per share of 11.82c (2022: 37.55c).

Balance sheet

Net assets decreased by $21.6m to $482m during the year

ended 31 December 2023 (31 December 2022: $503.6m). This

was largely due to the $18.3m decrease in the value of the

Kestrel royalty (net of tax), $7.5m in amortisation of the Group’s

producing royalties and the distribution of $22.1m in dividends,

partially offset by the Group’s adjusted earnings for the year

of$30.5m.

As at 31 December 2023, the Group’s net asset per share was

$1.85 compared to $2.15 a year ago.

Cash flow and liquidity

The Group’s net cash generated from operating activities,

largely represented by royalty‑related income less overheads

and taxes, decreased to $33.5m (2022: $132.5m). Cashflows

from operating activities plus the principal repayments received

from Denison Mines of $2.3m ($2.9m) less finance costs of

$6.0m ($4.2m) results in free cashflow of $29.7m for the year

ended 31 December 2023 (2022: $132.1m).

The Group had a busy year in terms of capital allocation and

deployment. During the year, the Group paid four further

instalments of deferred consideration to South32 totalling

$36.7m in relation to the acquisition of the West Musgrave

royalty in July 2022, with the final instalment of $9.2m being

paid in January 2024. In addition, the Group acquired a 0.25%

NSR royalty over the Vizcachitas project from Los Andes Copper

Limited for cash consideration $20.0m and increased its

existing NSR royalty over the Piauí project from 1.25% to 1.60%

for $7.5m during the second half of 2023, resulting in total

royalty acquisitions including transaction costs of $27.9m.

44 Ecora Resources PLC Annual Report and Accounts 2023

Partially offsetting the deferred consideration and royalty

acquisition payments was the $13.7m realised from the partial

disposal of the Group’s interest in LIORC and the $5.3m

received from Whitehaven Coal in relation to the 2021 disposal

of the Group’s royalty over the Narrabri project, consisting of

$4.0m in deferred consideration and a further $1.3m in

price‑linked contingent consideration.

The reduction in free cash flows along with the Group’s

investing activities resulted in the Group’s net debt position

increasing by $38.2m to $74.6m as at 31 December 2023 (2022:

$36.4m). Even though borrowings increased, the leverage

profile associated with this remained very manageable and at

the end of 2023 the key leverage covenant was 1.4x compared

to the maximum 3.5x permitted. Based on latest production

guidance and pricing estimates, and absent further

acquisitions, we would expect net debt to peak on H1 2024 at

less than $90m with leverage ratios comfortably under 2.0x

throughout.

n It was against this backdrop that the Group refinanced its

$150m revolving credit facility in January 2024. The key

commercial terms of the new facility include:

n interest payable is SOFR plus a ratchet between 2.25% and

4.00% depending on leverage levels (previously 2.75‑4.00%);

n extension of the term of the facility to January 2027, with

anoption to extend the tenor twice by up to 12 months on

eachoccasion;

n increase in the accordion to $75m (previously $50m) which

could take the facility up to $225m;

n increased permitted leverage ratio to 4.5x for a period of six

months following certain permitted acquisitions;

n all key financial covenants remain the same with comfortable

covenant compliance anticipated throughout the term of

thefacility.

Following the refinancing and with $87.0m of net debt presently,

following the final payment to South32 in January 2024, the

Group has access to $58.0m of liquidity with a potential further

$75m by way of the accordion for future acquisitions. There

remains further financing flexibility by way of the Group’s

remaining stake in LIORC ($9.5m) and $3.5m of shares held in

treasury, providing the Group with total financing flexibility of

$146.0m.

Cash flow sources and usage ($m)

9.7

23.4

36.7

55.9

22.1

27.9

1 January 2023

Portfolio

contribution

LIORC

disposals

Narrabri

contributions

Debt draw down

FX & other

Overheads

Finance costs

Taxes

Deferred

consideration

Repayment of

debt

Dividends

Royalty

acquisitions

31 December

2023

5.9

7.9

5.3

1.4

6.0

200

180

160

140

120

100

67.1

13.7

96.0

45Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Capital allocation

IIn the context of a favourable investment backdrop, where

access to capital remains challenging for small to mid‑cap

operators, the Board has updated its capital allocation

framework to better position the Group for further meaningful

growth. To support the growth strategy, future dividends will be

determined by a percentage pay‑out ratio of free cash flows,

instead of the fixed cent per share approach currently employed.

This approach to determining dividends ensures greater

alignment between the Group’s portfolio contribution and

returns to shareholders, particularly in years with earnings

volatility. The Board will look to pay out between 25‑35% of

freecash flow on a semi‑annual basis commencing with the

H124 dividend.

Based on published operator guidance (implying volume growth

in FY 24) and current pricing levels, the mid‑point of the payout

ratio would see total FY 2024 dividends per share of ~4.0c per

share, this remains a sector leading yield in the diversified

royalty universe. The final dividend for FY 2023, if approved

byshareholders at the forthcoming AGM, will remain

unchanged at 2.125c.

FINANCIAL REVIEW CONTINUED

Consistent with the wider capital allocation priorities and

investment criteria of the Group, the Board has identified a

value arbitrage opportunity between its investment in LIORC

and the current market value of its own instruments. LIORC

currently trades at a p‑nav multiple of ~0.9x vs the ~0.5x

implied by the current Ecora share price. This represents a

compelling capital recycling opportunity, as a result the Group

has announced a $10m share buyback programme. The

buyback will be financed largely through the $6.5m surplus

disposal proceeds from the LIORC disposal in Q4 23 and should

be immediately accretive to key financial metrics.

The revisions to the Group’s capital allocation framework and

the additional liquidity they will provide, together with the

refinanced borrowing facility, places the Group in a strong

financial position and well capitalised to take advantage of the

high quality opportunities that we expect to see at a favourable

point in the cycle.

K. Flynn

Chief Financial Officer

26 March 2024

46 Ecora Resources PLC Annual Report and Accounts 2023

SECTION 172(1) STATEMENT

When making decisions, the Directors have

actedin a way that they considered to be most

likely to promote the success of the Company

forthe benefit of its members as a whole, while

also considering the broad range of stakeholders

who interact with or are impacted by its business.

In doing so the Board had regard, amongst other

matters, to:

n the likely consequences of any decision in the longterm;

n the interests of the Company’s employees;

n the need to foster the Company’s business relationships

withits counterparties;

n the impact of the Company’s operations on the community

and the environment;

n the desirability of the Company maintaining a reputation

forhigh standards of business integrity; and

n the need to act fairly as between members of the Company.

How does the Board engage with stakeholders?

Due to the size of the Group’s operations and the niche position

it has as one of the few royalty companies focused onfuture

facing commodities on the London Stock Exchange, the Board

will occasionally engage directly with certain stakeholders

oncertain issues. Where this is not possible or efficient,

stakeholder engagement takes place at the Executive

Committee level, led by the Chief Executive Officer.

The Board considers and discusses information from across the

organisation to help it understand the impact of theGroup’s

operations, and the interests and views ofour key stakeholders.

It also reviews strategy, financial and operational performance,

and information covering areas such as key risks and legal and

regulatory compliance. This information is provided to the

Board through reports sent in advance of each Board meeting

and through in‑person presentations.

In addition to the principal decisions and the examples of

ourrelationships with all of our stakeholders, the Board also

considers the Group’s impact on the environment as outlined

inthe Sustainability section on pages 50 to 59 and our TCFD

disclosures on pages 68 to 81.

As a result of these activities, the Board has an overview of

engagement with stakeholders and other relevant factors,

which enables the Directors to comply with their legal duty

under section 172 of the Companies Act 2006.

Our stakeholder engagement

Engagement in action

The following are some examples of how the Directors

have considered matters set out in sections 172(1)(a) ‑ (f)

whendischarging their section 172 duties and the effect

ofsuch considerations on certain decisions taken by them.

These examples also illustrate how the views and interests

of some of the stakeholders set out on page 48 impact the

Directors’ decision making.

Principal decisions

Distributions to shareholders and capital

allocation

Ecora Resources’ dividend policy has been to pay a

substantial portion of its royalties and streams to

shareholders as dividends. The Board considered the

overall performance of the Group for the year, and

determined that it would pay a quarterly dividend of

USc2.125 per share.

The Board recognised that during the year a number

ofshareholders expressed a desire for a clear capital

allocation policy. It has therefore announced a new policy

that aims to maintain balance sheet strength, retain the

financial flexibility to allocate capital to accretive growth

opportunities that drive long term NAV per share and

Earnings per share growth.

Details of the new policy can be found on page 17.

Acquisitions/disposals

During the year the Group acquired a 0.25% royalty over

the Vizcachitas copper project in Chile for $20m. To protect

the potential return in the event of a delay to the project,

certain protections were built into the agreement to

compensate the Group and protect shareholder interests.

$7.5m was invested into the Piauí nickel project in Brazil

tofinance the completion of engineering studies that will

derisk the potential $62.5m investment that the Group

caninvest as part of the construction financing package.

The Group sold 60% of its stake in LIORC, realising

C$18.9m, a pre‑tax return on investment of 110%. The

proceeds were used to pay down debt and fund the

investment into Piauí.

More information on the portfolio acquisition can be

found on page 16

47Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

OUR STAKEHOLDERS

Investment community

Our investor relations team leads the engagement

withstakeholders across the investment community

including debt providers, andretail and institutional

investors. We aim to engage ina transparent and

informative manner across multiple

communicationschannels.

How we engage

n Our Annual General Meeting provides all

shareholders an opportunity to ask questions

oftheBoard

n Annual Report and website provide detailed

information on the Company

n Issue regular trading updates

n Meet with institutional investors on roadshows,

atconferences and on an ad hoc basis

n Publish video and other content throughsocial

mediaplatforms

n Hold presentations for retail investors viaInvestor

Meet Company platform

n Regularly meet and speak to our lendinggroup

Topics of engagement

n Evolution of the Group’s commodity portfolio

n Timeline of the Group’s development assets

n Capital allocation policy

n Revisions to the Directors’ remunerationpolicy

n ESG performance and disclosure

n Appointment of Chair designate

Outcomes

n Adopted SBTIs

n Appointed new Chair designate

n Revised remuneration policy to be voted on at

theAGM

Counterparties and

mineoperators

We maintain close relationships with mine

operatorsand counterparties regarding potential

newinvestments andongoing monitoring of

ourexistinginvestments.

How we engage

n Regular meetings between key personnel atEcora

andthemineoperator

n Site visits to the mine to view operations and meet

employees

n Issue annual data request to monitor sustainability

andESGperformance

Key topics of engagement

n Evidence of environmentally and sociallyresponsible

performance andriskmanagement

n Performance of the underlying operationsand

outlook

n Terms and conditions of the royalty

andstreamingagreements

Outcomes

n Site visits have led to stronger relationships between

the Group and members of operating companies

n Built on performance in 2022 and further improved

response rates and engagement levels of operators

to requests for data on operational and sustainability

metrics

n Reached agreement with an operator on new royalty

structure to extend life of mine

n Received clarification on forward plans

andproduction profiles

Strong relationships across

all stakeholder groups

Link to strategy

Link to principal risks

Link to strategy

Link to principal risks

48 Ecora Resources PLC Annual Report and Accounts 2023

Employees

Our employees are our biggest resource and we

engagewith them to ensure that we provide a

positiveworking environment in order to maximise

individual productivity and performance.

How we engage

n Designated Non‑Executive Director responsible

forworkforce engagementmeetings

n HR function

n Weekly team meetings

n Employee well‑being surveys

n Annual Company strategy day

n Regular ‘lunch and learn’ sessions to develop

skillsand knowledge

n Further detail of our employee engagement can

befound on page 53

Topics of engagement

n Engagement and alignment with the Group’s purpose

and values

n Desire to review benefits package

n Opportunities for personal development

n Workforce remuneration policies, particularly focused

on long‑termretention

Outcomes

n Built out HR capability

n Consultation with employees shaped theway the new

office has been furnished to optimise functionality

and comfort

n Development programmes introduced foreach

department

n Clear deliverables established to benchmark

individual performance and contribution

Communities

As a royalty company we don’t operate any of the

underlying assets within our portfolio. While this

impacts the direct involvement the Group has with

thecommunities impacted by the operations

underlyingthe portfolio, the Board, through the

widerteam, engages with mine operators seeking

toinfluenceand encourage compliance with relevant

sustainability standards.

How we engage

n Track operator metrics and disclosures

n Send sustainability questionnaires to operators

n Community engagement is an agenda item when

wego on site visits to the mines in our portfolio

Topics of engagement

n Updates on community engagement programmes

and initiatives

n Impact on environment and local community

Outcomes

n Invested into a community initiative with Vale to

support the collection and distribution offood

through 54 food banks to more than 10,700 children,

women, and men in the community around Voisey’s

Bay

n The Ecora team also assisted the HandsOn London

charity by preparing personal hygiene packs that will

be distributed to homeless charities, refugee centres

and women’s shelters

n Members of the Ecora team participated in the JP

Morgan Chase Corporate Challenge, running 5km

with the proceeds going to a range of local charities.

Link to strategy

Link to principal risks

Link to strategy

Link to principal risks

Catastrophic and natural

catastrophic risk

Commodity prices

Financing capability

Investment approval

Operator dependence

andconcentration risk

Stakeholder support

Future demand

Geopolitical events

Key to strategy

Commodity selection

Investment framework

Portfolio diversification

Capital allocation

Key to principal risks

49Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Introduction

At Ecora we are committed to integrating sustainability

considerations into our strategic decision-making, capital

allocation and corporate behaviours, and to providing

transparency, where possible, in all sustainability matters

inrelation to our business.

Climate Action

During the course of 2022, the Group explored how it can

setmeaningful targets to mitigate the carbon impacts of its

business. At the start of 2023, the Science Based Targets

Initiative for small to medium sized businesses approved

Ecora’s near-term science- based emissions target.

Theapproved target is: Ecora is committed to reduce absolute

Scope 1 and 2 GHG emissions 46% by 2030 from a 2019 base

year, and to measure and reduce our Scope 3 emissions.

Ecorais in the fortunate position of having already achieved

thistarget in 2023 as it has zero Scope 1 and 2 GHG emissions.

Therefore we are able to focus in on measuring and reducing

our Scope 3 emissions.

We continue to recognise that a significant portion of our Scope

3 emissions stem from our investments. We carefully observe

the carbon footprints and climate-related commitments,

targets and initiatives of our operating partners’ operations in

which we deploy capital. Building on our increased disclosure

ofour Scope 3 (downstream) emissions from the majority of our

operating partners’ assets last year, for the first time this year,

we have disclosed our attributable emissions from our

investments (‘financed emission’) for the last few years.

Accounting for these financed emissions provides a more

complete profile of our Scope 3 emissions and it will enable us

to work with our operators to set further meaningful science-

based targets and define our combined net zero ambitions in

the future.

Sustainability highlights 2023

SBTi near term science based emissions target

Ecora has achieved this target as it has zero Scope 1 and

Scope2 emissions.

UNGC membership

This is our second full year as a UNGC participant and

wesubmitted our first communication on progress in

December2023.

MSCI ESG Rating

Rated “AA” by MSCI at the start of 2024.

Engagement with our operators

An increased level of engagement with operators of producing/

near term producing royalties resulted in a 100% response rate

to requests for sustainability information, up from 14% in 2022

(86% response rate).

100%

Response rate fromoperators

Our approach

tosustainability

SUSTAINABILITY

50 Ecora Resources PLC Annual Report and Accounts 2023

Sustainability

StrategyRoadmap

In our 2022 Annual Report, we revised our

framework for Ecora’s sustainability

reporting. Ecora’s sustainability activities

have been divided up to sit underneath

twokey pillars: Responsible Business and

Responsible Investors. Underneath these

pillars, we have identified six priority

areasunder which we report our

sustainability strategy.

During the course of 2023, we have

developed a sustainability strategy roadmap

(the ‘Roadmap’) currently for internal use

which has been prepared on the basis of our

new sustainability framework. The Roadmap

sets out the short, medium and long-term

sustainability objectives for each of our six

sustainability priority areas. The definition of

short, medium and long-term is aligned with

such periods defined under our TCFD

disclosures to ensure consistency across

oursustainability deliverables.

In parallel to the finalisation of the Roadmap

in 2024, we are also looking to undertake a

sustainability materiality assessment and

assurance exercise with our key stakeholders

to confirm their sustainability priority areas

of focus, make sure our Roadmap aligns with

these priorities and to develop key metrics

and targets.

UN Global Compact and Sustainable

Development Goals

Ecora joined the United Nations Global Compact (‘UNGC’) in February

2022. As a participant, we are committed to voluntarily aligning our

operations and strategy with the UNGC’s Ten Principles in the areas

ofhuman rights, labour, environment and anti-corruption. As such,

inour continued support of the UNGC, we completed our first

Communication on Progress for 2022 describing the practical actions

that we have taken and the qualitative and quantitative results of our

company in furtherance of the Ten Principles. Our Communication on

Progress is available on the UN Global Compact website

(www.unglobalcompact.org/what-is-gc/participants/150805-Ecora-

Resources-PLC).

Initiatives across our business help advance a number of the

Sustainable Development Goals (‘SDGs’), which were adopted by the

United Nations in 2015 as a universal call to action to end poverty,

protect the planet, and ensure that by 2030 all people enjoy peace and

prosperity. Last year, we provided first-time disclosure as to which of

the SDGs are aligned with Ecora’s investment strategy. In our ‘Thematic

Investing’ section of this report, we demonstrate our progress against

these identified SDGs. As part of the materiality assessment and

assurance exercise with our key stakeholders which is referred to

below, we will consider whether there are any other SDGs that align

with other Ecora sustainability priorities.

Supporting a

sustainable

future

Due to increased

engagement and

dialogue with our

operating partners

year on year, this

has enabled us to

disclose meaningful

metrics and

science-based

targets.”

Marc Bishop Lafleche

Chief Executive Officer

51Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Responsible

business

AtEcora, wepromote health and safety, well-being, diversity and inclusion,

and continuous improvement and development of our employee culture

and skillset. We are committed to operating our business with the highest

standards of ethics andintegrity. We proactively seek to align our

frameworks with globally recognised initiatives such as the UNGC.

The SBTi approved Ecora’s near-term science-based emissions

target for small to medium sized businesses in March 2023.

Please refer to the ‘Responding to Climate Change’ sections on

page 79 for further information, including on Ecora’s ambition

tomeasure and reduce its Scope 3 emissions.

During the course of 2023, the Ecora team engaged with

MSCIon the Group’s business model, which led to a change

insustainability rating from A to AA in early 2024. The Group

willcontinue to engage with the ESG rating agencies in 2024.

The Group submitted its first Communication on Progress as

aUNGC participant at the end of 2023. Further details of the

Group’s submission can be found at: www.unglobalcompact.

org/what-is-gc/participants/150805-Ecora-Resources-PLC.

In line with our Sustainability Policy, Ecora seeks to promote

responsible and sustainable mining across our portfolio. In

order to do so, Ecora endorses the International Council on

Mining and Metals’ (‘ICMM’) Ten Principles of Sustainable

Development, which promote ethical and sustainable resource

development. Ecora also endorses other globally recognised

mining standards such as International Finance Corporation

Performance Standards, Equator Principles, Voluntary

Principles on Security and Human Rights, UN Guiding Principles

on Business and Human Rights and the World Gold Council’s

Responsible Mining Principles.

In 2022, Ecora started to align its investment strategy with

theSDG3. During 2024, the Group plans to explore whether

any additional SDGs are aligned with Ecora’s wider business

activities and ambitions. Please refer to page 56 for an update

on our progress against the current identified SDGs.

Senior members of Ecora are members of associations to

enhance their personal development in their fields of expertise,

including, The Institute of Materials, Minerals and Mining (UK),

Australasian Institute of Mining and Metallurgy, Society of

Mining Engineers (USA), The Investor Relations Society and

TheWorld Association of Mining Lawyers.

We are committed to improving our

sustainability disclosures by aligning with

suitable sustainability frameworks such as

the UNGC and the SDGs.

Progress in 2023

n Approval of our near-term target by the SBTi for SMEs

n Improved our MSCI rating score from A to AA

n Submission of Ecora’s first UNGC Communication

onProgress

n 50% of producing operating partners align with

theICMM principles (6% improvement from 2022)

2024 priorities

n Develop sustainability roadmap supported by

metricsand targets

n Submit our Communication on Progress on an

annualbasis

n Explore further how to monitor, measure and

reduceour Scope 3 emissions

SUSTAINABILITY CONTINUED

Membership and

Commitments

52 Ecora Resources PLC Annual Report and Accounts 2023

We aim to create a safe working

environment where everyone is seen,

heard,valued and empowered to succeed.

We promote and respect the benefits of

diversity at all levels of the organisation

andsupport personnel’s efforts to

contribute to society through non-profit

charitable activities.

Progress in 2023

n Diversity training provided to all employees

n Enhanced corporate charitable initiatives programme

n Introduction of new health and well-being scheme

foremployees

2024 priorities

n Continue to participate in at least one annual

charitable initiative scheme

n Continue to roll out diversity, inclusion and equal

opportunities training on an annual basis

n Expand on the Company’s employee health and

well-being programme

n Report on the number of training hours completed

byEcora employees in 2024

Diversity, inclusion and equal opportunities

We value diversity, equality and inclusion and the benefits that

diversity can bring to our Board, our senior management team

and the long-term success of the Company. In 2023, Ecora

rolled out its diversity training programme which focused on

the promotion of diversity of thought and the inclusion of

different life experiences, perspectives, and ideas to maximise

the opportunity for the Company to benefit from all available

talent. Please refer to the Corporate Governance section for

further information on our diversity disclosures.

Health and well-being

Ecora is committed to promoting mental, physical and

emotional health and well-being. In the summer of 2023, to

promote team bonding outside of the workplace, members of

the Ecora team took part in the JP Morgan Challenge, which is

the world’s largest corporate running event.

Ecora offers an enhanced employee benefits package to all

employees, which includes life insurance, and access to our

long-term illness and sickness policy. To ensure the physical

health of employees, Ecora provides access to additional

healthcare benefits, including medical and dental cover,

regulareye tests and flu vaccinations.

At the start of 2024, Ecora launched the help@hand service

forall its employees which which provides many excellent well

being resources such as unlimited mental health support,

lifestyle coaching and physiotherapy. During the course of

2024, Ecora will look at ways to develop further its health and

well-being programme for its employees.

Training and development

We believe that supporting the professional development of

our employees leads to the establishment of a strong pipeline

of talent and organic succession planning from within the

business. In 2023, Ecora provided opportunities for professional

and personal development through workshops, speakers,

online resources and courses and coaching.

Ecora employees also attend a quarterly lunch and learn series.

Each lunch and learn is hosted by a department to provide all

employees with insight into what each department does and its

business functions.

In 2024, Ecora is hoping to create a formalised culture

programme which encourages employees’ participation in

networking events and mentoring schemes.

Gender diversity

Female 57%

Male 43%

Employee nationalities

British 50%

I r i s h 1 4 %

C a n a d i a n 7 %

S l o v a k i a n 7 %

New Zealand 7%

A u s t r a l i a n 7 %

South African 7%

Responsible

employer

53Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Corporate charitable initiatives

We strengthened our commitment to supporting our employees’

efforts to contribute to society through non-profit charitable

activities. To encourage and support employees’ personal

charitable and fundraising efforts, the Company amended its

Charitable Donations Policy to implement a matched giving

programme. Under the programme, employees can request that

the Company matches their personal charitable donations to

registered charities of their choice. The purpose of the matched

giving programme is to encourage its employees to give back to

various causes and initiatives that they are passionate about.

In 2023, we also continued to build on the Company’s corporate

social commitments to contribute to the local community

through charitable initiatives in London. The Ecora team

volunteered to assist HandsOn London, a charity which works

with more than 100 homeless charities, refugee centres and

women’s shelters, to prepare personalised hygiene packs for

the homeless.

Employee relations 2023 2022 2021

Performance indicator

Total number of employees (at 31 December) 14 14 12

Employee turnover rate (annual %) 0 7.1 8

% of employees who have been with the Company for more than ten years 31 31 25

Health and safety 2023 2022 2021

Performance indicator

Fatality rate zero zero zero

Lost time injury frequency rate zero zero zero

Total recordable injury frequency rate zero zero zero

SUSTAINABILITY CONTINUED

Ecora Resources is committed to upholding high corporate

governance standards as a standard listed company on the

London Stock Exchange. Ecora is encouraged by the developments

of the FCA to combine the existing premium and standard

London listing segments into one single segment for equity

shares in commercial companies (the ‘ESCC’). The Company plans

to engage with the FCA after the issuance of the final transition

rules and further guidance on the ESCC.

Our Board and employees are committed to championing and

embedding the Company’s purpose, values and standards,

which are set out in our Code of Conduct. Our Code of Conduct

was updated in 2023 to reflect new policies and processes that

have been introduced during the course of the year. The full list

of Ecora’s policies and terms of reference can be found on our

website, www.ecora-resources.com/about-us/governance/.

Ecora continues to operate an annual training programme

forall Directors and employees covering key areas related

tocorporate governance. Please refer to the Corporate

Governance section for further information on our

governancedisclosures.

54 Ecora Resources PLC Annual Report and Accounts 2023

Key governance highlights in 2023

Corporate governance

In 2023, we reviewed and updated many of our key policies,

including our Bribery, Corruption and Anti-Money Laundering

Policy and our Whistleblowing Policy. All employees and

Directors completed our 2023 Corporate Governance Training

Programme, which included training on anti-bribery and

corruption, business integrity, related party transactions,

sharedealing and diversity, among other topics.

Cybersecurity

In 2022 Ecora appointed a third-party cybersecurity specialist to

undertake a data penetration test and vulnerability assessment

and advise on the security and information technology

infrastructure and policies appropriate to our business needs.

Inlight of the findings from such assessments, during the course of

2023 Ecora has implemented improvements which were needed to

its information technology systems and is currently preparing new

cybersecurity policies. As a result of this review, with assistance

from a third-party specialist, Ecora has now developed a full suite

of cybersecurity policies that will beimplemented in the first

quarter of 2024. In 2023, all employeesand Directors were

offered training on cybersecurityand Ecora applied for and

obtained the nationallyrecognised Cyber Essentials certification.

Modern Slavery Statement

Ecora is committed to embedding human rights and labour

principles in its business and is a member of the United Nations

Global Compact. In early 2024, Ecora published its second

voluntary Modern Slavery Statement (the ‘Statement’) which

demonstrates the Company’s commitment to human rights

both at the corporate and portfolio level, and also through its

supply chains. Ecora completed its 2023 Modern Slavery

Statement KPIs, a summary of which is provided below.

Diversity and inclusion 2023 2022 2021

Performance indicator

% of female employees – all levels (at 31 December) 67 67 70

% of females in management or higher positions 50 0 0

% of female Executives/Board members (at 31 December) 29 14 14

Ethics and compliance 2023 2022 2021

Performance indicator

% of employees who completed annual ABC and AML training 100 100 100

Corruption incidents zero zero zero

Whistleblower reports zero zero zero

Ecora is committed to conducting business

ethically and transparently, in accordance

with high corporate governance standards

in all areas of our business.

Progress in 2023

n 100% completion of Ecora’s 2023 corporate

governance training programme

n Completion of new cybersecurity assurance and

training programme

n Obtained Cyber Essentials certification

n 100% completion of 2023 Modern Slavery Statement KPIs

2024 priorities

n Appointment of a new Chair

n Completion of 2024 Modern Slavery Statement KPIs

n Roll-out of 2024 corporate governance training programme

n Implementation of new cybersecurity policies

n Prepare for anticipated changes to the UK Listing Rules

Read more about our new Chair on page 93 in our

Corporate Governance Report

Effective

governance

2023 Modern Slavery KPIs Progress

1. Review and update the ESG

Policy and the Code of Conduct

Both policies have been updated to reflect changes to our sustainability strategy, policies

and processes and have been aligned with our most recent disclosures in our UNGC

Communication on Progress

2. Provide metrics from our

operating partner assessments

100% of our producing/ near term producing operating partners responded to our

sustainability metrics requests. Please see page 80 for further information.

3. Provide and roll out ESG

trainingduring the year

Completion of our corporate governance training and cybersecurity training programme.

We have agreed the following KPIs for the financial year ending 31 December 2024:

n expand our community engagement programme;

n develop a sustainability roadmap supported by metrics

andtargets;

n expand on the Company’s employee health and

well-beingprogramme.

55Ecora Resources PLC Annual Report and Accounts 2023

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United Nations Sustainable Development Goals

(‘SDGs’)

Ecora’s core purpose is to provide capital to the mining sector

required to supply commodities central to a sustainable future.

We currently have two SDGs which we believe our business is

strongly aligned to; these are:

Description:

Ensure access to clean, affordable, reliable, sustainable

andmodern energy for all.

Reason for alignment:

Ecora invests in mining projects that will increase the

supplyofcommodities central to the production, storage

andtransmission ofrenewable energy.

Description:

Build resilient infrastructure, promote inclusive and sustainable

industrialisation and fosterinnovation.

Reason for alignment:

Ecora invests in mining projects that will increase the supply of

commodities central to the energy transmission that will enable

sustainable industrialisation.

Update

In 2023 we invested a further $27.5m into projects that will

produce copper, nickel and cobalt that will help delivery of

bothof these SDGs.

During 2024 we intend to conduct a materiality assessment

andassurance exercise with our key stakeholders when

wewillconsider which other SDGs align with our

sustainabilitypriorities.

SUSTAINABILITY CONTINUED

Responsible

investors

Long-term value for all our stakeholders can only be achieved through

sustainable and responsible investment. We look to finance resources that

enable a sustainable future, and to influence others in the mining sector

towards sustainable outcomes.

Ecora’s purpose is to provide capital to the mining sector

thatwill be required for the supply of commodities central

toasustainable future. Ecora invests in commodities that

support a sustainable future and mining operations that can

demonstrate that they embed sustainable practices as part

oftheir approach tobusiness.

Since 2021 Ecora has deployed over $400m into new copper,

nickel and cobalt royalties and streams. By 2026 over 90% of

the Company’s revenue contribution will be derived from future

facingcommodities.

56 Ecora Resources PLC Annual Report and Accounts 2023

Our sustainability investment process guides Ecora’s approach

to evaluating potential royalty investments and screens

potential investments against the Company’s ESG investment

criteria (further details are available in the Sustainability section

of the Company’s website).

In the past few years, we have declined multiple royalty and

stream opportunities due to ESG-related issues identified in

our due diligence review process.

Due diligence process for potential royalty

transactions

Ecora recognises that the most critical time for assessing and

mitigating risks, including ESG risks, relating to an asset is at the

outset prior to entering into any royalty agreement. Before

completing any new investment, Ecora undertakes athorough

due diligence process using our ESG risk due diligence framework.

The due diligence process is tailored to each opportunity

usinga risk-based approach, varying based on the jurisdiction,

counterparty and commodity, whether the project isan

exploration, development or producing project and whether

itis aprimary or secondary royalty orstreamtransaction.

The Ecora team has over 60 years ofcollective experience

ofcarefully evaluating the risks, opportunities and long-term

viability of potential projects and examining financial, technical,

legal and sustainability factors, often supported by third-party

industry experts and consultants.

We commit to conducting robust ESG

riskdue diligence throughout all of our

investment decisions.

Progress in 2023

n In 2023, we turned down 15% of investment

opportunities due to ESG-related risks identified

during the due diligence process

n Embedded emissions information requests as

standard information to be provided under any

royalty documentation

2024 priorities

n Integrating operator monitoring into site visits with

tailored questions around sustainability

n Continue to screen 100% of new investments for

ESGrisks

ESG due

diligence

Our investment decision making involves

the following key steps:

Initial screening

We employ rigorous screening tools and

strictinvestment criteria toevaluate initial

investment opportunities.

Assessment criteria

We assess potential investments using a set of

qualitative and quantitative criteria, which look

at the levelof a particular ESG riskand the

wayin which itis beingmanaged.

Tailored due diligence

We use a tailored and detailed due diligence

framework to assess the fullrange of ESGrisks

facing particularassets.

Regular review

Our screening and due diligence tools are

regularly reviewed and updated to ensure that

they continue to reflect themostup-to-date

developments and mining industry bestpractice.

Ecora continually reviews its ESG due diligence framework to

ensure that the Company’s approach and assessment tools

continue to reflect industry best practice.

Ecora is proud of the ongoing commitment to sustainable and

responsible mining from our operating partners, which remains a

prerequisite for the Group to consider when investing in a project.

Engaging with operators

In 2023, we have sought to continue to disclose more

meaningful sustainability metrics. We have achieved this

through engagement with operating partners as demonstrated

by increased participation in our sustainability metrics survey.

We focus on the following key metrics of our portfolio

operations:

n water management;

n energy;

n climate;

n waste management;

n health and safety; and

n diversity.

During the course of this year, we have used the climate metrics

provided by our operators to develop our methodology to

calculate our operating partners’ financed emissions for their

Scope 1 and 2 emissions. Please refer to page 80 for further

information onthis.

57Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

All of our detailed operator sustainability metrics for 2019-2022

can be found in the Sustainability section of the Group website

(www.ecora-resources.com).

Using our ESG risk due diligence and monitoring tools, we

continue to maintain close dialogue with our operating partners

to proactively monitor the performance of our portfolio assets

and ensure early identification of, and engagement on, any risks

and opportunities. Our ongoing engagement includes regular

discussions between our operating partners and our technical,

legal and investment teams, which also allow for the

opportunity to understand their sustainability practices and

transition plans and any ESG risks to be mitigated.

In addition to monitoring and disclosing our operating partners’

ESG performance, we encourage operators’ adherence to ESG

best practice by: (i) monitoring external media reports and

other publicly available information on the assets; (ii) engaging

in regular dialogue with operating partners (including

conducting periodic site visits); (iii) encouraging our operating

partners to adopt policies on relevant ESG issues, acting as a

positive agent of change; and (iv) gathering periodic reports

from our mining partners on their ESG activities.

Community initiatives with operators

Ecora maintains an ongoing dialogue with its operating

partners to identify opportunities to collaborate on charitable

initiatives that positively impact the communities within the

proximity of the mines and mills in which the Group has

invested. The Group is committed to investing in projects that

have a positive long-term impact on communities and which

help break the poverty cycle. As such, the Group is exploring

projects that focus on the provision ofhealthcare, education

and nutrition.

In partnership with Vale, our operating partner of the Voisey’s Bay

mine, Ecora has committed to making monetary donations to the

Community Food Sharing Association throughout 2023. Based in

Newfoundland and Labrador, Canada, the Community Food

Sharing Association manages the collection and distribution

offood through 54 food banks to more than 10,700 children,

women, and men throughout Newfoundland and Labrador.

Go to page 78 to read our sustainability metrics

SUSTAINABILITY CONTINUED

Be a positive influence on our

miningpartners.

Progress in 2023

n 100% of our producing/ near-term producing

operating partners responded to our sustainability

requests

n Continued to explore opportunities of partnering

with operators on community engagement initiatives

n Completed Vale Foodbank donation

n Developed a methodology for calculating financed

emissions

2024 priorities

n Commit to support at least one new operating

partner community or charitable initiative

n Increase disclosure of financed emissions from

ouroperating partners across the portfolio

n Commit to assess the decarbonisation efforts

andnetzero alignment of our operating partners

(including progress of transition plans to achieve

netzero targets)

Engaging with

our operators

58 Ecora Resources PLC Annual Report and Accounts 2023

Ecora’s purpose is to provide capital to the mining sector that

will be required for the supply of commodities central to a

sustainable future. Ecora invests in commodities that support a

sustainable future and mining operations that can demonstrate

that they embed sustainable practices as part of their approach

tobusiness.

Investing in commodities that support

asustainable future.

Progress in 2023

n 100% of capital deployed into future facing

commodities

n Invested $20m into Vizcachitas copper project in

Chile and $7.5m into Piauí nickel-cobalt project in Brazil

n Mantos Blancos’ operations were awarded the

Copper Mark, and Brazilian Nickel were admitted into

the Nickel Mark

2024 priorities

n Add further scale and diversification to theportfolio

n Increase disclosure of financed emissions across the

portfolio

Thematic

investing

Commodity mix

Ecora is in a transitional phase as the income generated by

theKestrel steel-making coal royalty, which is not expected

tobe material beyond 2026, is redeployed into future facing

commodities that play a vital role in the generation, storage and

transmission of renewable forms of energy. . Ecora also invests

in commodities such as high purity iron ore pellets, which

confer environmental benefits through the reduction of unit

carbon emissions in steel production versus more standard

forms of iron ore.

These minerals and metals are key for battery supply chains,

the construction of solar panels and wind turbines and the

transmission of renewable energy.

Since 2021 Ecora has deployed over $400m into new copper,

nickel and cobalt royalties and streams. By 2026 over 90% of

the Company’s revenue contribution will be derived from future

facingcommodities.

In 2023 Ecora invested $20m into the Vizcachitas copper project

in Chile, one of the largest undeveloped copper projects in the

world. The Group also advanced $7.5m to Brazilian Nickel to

finance derisking workstreams on the Piauí nickel-cobalt project.

The Group was also delighted to see:

n Mantos Blancos awarded the Copper Mark, a comprehensive

assurance framework developed to ensure that participants

demonstrate best practice in responsible production and

contribute to the UN Sustainable Development Goals, and

n Brazilian Nickel joining the Nickel Mark which will

demonstrate nickel producers’ and the industry’s responsible

production practices in an effort to promote transparency

and accountability; the Mark will further demonstrate the

Company’s commitment to working towards global net zero

targets and reducing carbon emissions.

59Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

The risk management framework

Our strategy, values and risk appetite inform and shape our risk

management and internal controls framework. The Board and

the Executive Committee provide oversight of our principal and

emerging risks, and the Audit Committee monitors the overall

effectiveness of our risk management processes and internal

controls. As understanding and effectively managing the

Group’s risks is fundamental to being able to execute our

strategy, we are committed to a robust system of identifying

and responding to the risks we face.

The impact of risk on our strategy and viability

Risk can arise from events outside of our control or from

operational matters. Each of the risks described on the

following pages can have an impact on our ability to deliver

ourstrategy and on the Group’s ongoing viability.

Risk management process

Our risk management process is designed to be aconsistent

and clear framework for embracing, managing and reporting

risks from the Group’s business activities to the Executive

Committee andtheBoard by allowing us to:

n understand the risk environment, identify the specificrisks,

and assess the potential opportunities and exposure

forEcora;

n determine how best to deal with these risks to manage

overall potential exposure;

n manage the identified risks in appropriate ways;

n monitor the effectiveness of the management ofthese risks

and intervene for improvement wherenecessary; and

n report to the Executive Committee and Board on aperiodic

basis on how principal risks have been managed and are

being managed and monitored, with any identified

enhancements that are being made.

The impact of risk on our strategy and viability

Risk can arise from events outside of our control or from

operational matters. Each of the risks described on the

following pages can have an impact on our ability todeliver

ourstrategy and the Group’s ongoing viability.

Risk appetite

In addition to approving the Group’s strategy, the Board defines

the level of risk that the Group is willing to accept while

pursuing its objective of continuing to add value enhancing

royalties and streams to its portfolio. The Board looks at risk

appetite from the context of the severity of the consequences

Identify

Material risks that we consider may

lead to threats to our business

model, strategy and liquidity are

identified through our framework

ofrisk management, our analysis

of individual processes and

procedures and a consideration

ofthe strategy and operating

environment oftheGroup.

Assess

We analyse the risks and controls

and evaluate the commercial,

strategic, regulatory and other

impacts, as well as the likelihood

of occurrence.

Respond

We respond to changes in the

materiality of risk by reviewing the

mitigating actions and checking

that they are still appropriate for

the level of risk.

Monitor

The executive management team

is responsible for monitoring the

controls and progress of actions

to manage principal risks. It is

supported through the Group’s

audit and assurance programmes

and the principal risks are

reviewed by the Board on a

semi-annual basis.

RISK MANAGEMENT

Our risks and risk

management

The effective management of risk is integral

to delivering our strategy.

60 Ecora Resources PLC Annual Report and Accounts 2023

should a material risk materialise, any internal or external

factors influencing the risk, and the status of management

actions to mitigate or control the risk.

Throughout 2023 and at the date of this report, all of the

Group’s principal risks and uncertainties were operating within

the limits of the Board’s risk appetite.

Risk assessment and classification

Our risk assessment process considers the likelihood and

impact of risks, and the timescale over which a risk could occur.

From this assessment, we classify the risks faced by the Group

as emerging risks, principal risks and catastrophic risks.

Emerging risks

We define risks as emerging if we need to know more about

how likely they are to materialise, or what impact they might

have if they did materialise. We investigate and analyse these

risks further before classifying them as principal risks. Typically,

emerging risks are those on a three-year horizon, in line with

our Viability Statement.

For more on the Group’s emerging risks refer to page 62

Principal risks

We define a principal risk as a risk or combination of risksthat

would threaten the business model, future performance,

solvency or liquidity of the Group. While principal risks are

typically current risks that could affect our ability to achieve our

long-term objectives, they are also considered over the next three

years as a minimum, consistent with the Group’s medium-term

planning horizon and viability assessment period, with the Group

recognising that many of them will be relevant for a longer period.

For more on the Group’s principal risks refer to pages 63 to 67

In addition to principal risks, we continue to be exposed to

other risks related to the day-to-day operation of the business,

for example credit risk, foreign currency risk and cybersecurity.

The impact of these risks is not expected to be so significant

asto materially affect the Group’s business model, future

performance, or solvency. The identification and mitigation of

these risks is through the Group’s internal control framework,

the effectiveness of which is reviewed at least annually by the

Chief Financial Officer as outlined on page 184.

Cybersecurity

The impact of the loss or harm to the Group’s information

technology infrastructure is unlikely to materially affect the

Group’s business model, future performance or solvency as it is

not linked to the operations underlying our portfolio of royalties

and streams. In 2023 the Group appointed a third-party

cybersecurity risk specialist to undertake a cybersecurity risk

assessment and audit, together with providing ongoing monitoring

of the Group’s information technology infrastructure and

education and training of all employees and Directors.

Through the Group’s principal risk of ‘operator dependence’ the

Board considers the indirect impact ofthe loss or harm to the

information technology infrastructure of our operating partners

as it is their responsibility for managing cybersecurity risk that

exists in their operations.

Catastrophic risks

The Group also faces certain risks that are deemed

catastrophic risks. These are very high severity, very low

likelihood events that could result in an unplanned fundamental

change to the Group’s strategy and have significant financial

consequences. The Board does not consider ‘likelihood’ when

assessing these risks, as the potential impact means these risks

must be treated as a priority. Catastrophic risks are included as

principal risks.

Changes to our risks in 2023

The Group’s risk profile continued to evolve in 2023 as the

broader macro environment led to continued market uncertainty.

The world is becoming increasingly fragile in the context of two

ongoing wars, the outcome of which will likely be influenced by

the result of significant elections in FY 24 where more than 40%

of the world’s population are due to vote. Against this backdrop,

inflation remains high and the impetus for rate cuts seems to be

pushed back. Capital markets are not immune to this uncertainty

with conventional sources of capital remaining tight.

Of direct consequence to the Group in the short to medium-

term is the loss of momentum of key environmental objectives

by some western governments, the UK included, particularly

around the requirement for electric vehicles. This, combined

with a reduction in the relative demand in some western

markets has impacted commodity prices. This has coincided

with major disruption in the nickel and cobalt markets as a result

of considerable additional supply from Indonesia. This market

imbalance has now started to result in the closure of some

higher-cost producers as margin erosion takes hold whilst

development plans for other projects are being subjected to

further review. These trends have the potential to impact the

timings and cashflow profile of certain of the Group’s

development assets although most are towards the lower end

of the industry cost curve and should remain profitable.

With so much macro uncertainty around, it was important to

complete the amendment and extension of the Group’s $150m

facility in January 2024 along with an uncommitted $75m

accordion upside. The facility has a maturity date of January

2027 with the potential to extend the tenor twice by up to 12

months on each occasion and should provide the platform to

weather short-term delays to planned start dates or any further

declines in commodity prices.

While the risks from operator dependence, commodity prices

and financing capabilities have arguably increased over the past

12 months, the continuation of inflationary pressures globally

together with the increase in the cost of capital in the mining

sector is likely to increase the demand from operators to seek

financing via royalties and streams for the foreseeable future.

To ensure the Group is best placed to take advantage of this

potential demand, our capital allocation policy has been

revised, as detailed on page 17, and marks a clear pivot toward

growth. Conscious of the increased risks, the Group will

continue its disciplined approach to investment as outlined on

pages 20 and 21.

The risk of a pandemic is no longer considered a principal risk.

The Group’s other principal risks have remained neutral in

comparison to 2022. The Group’s catastrophic risk remains

ourhighest priority risk, given the potential consequences.

61Ecora Resources PLC Annual Report and Accounts 2023

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Emerging risks that are currently being monitored are:

Climate change

Cause

The physical impacts from climate

change, together with the impact of the

response toaddress climate change,

may have a significant impact on the

Group’s existing portfolio of royalties

and streams, together withits ability to

acquire further royalties andstreams in

the future.

Commentary

During 2023, we again assessed the physical and transitional risks and opportunities

associated with climate change detailed on pages 70 to 74.

Supporting our assessment of the physical and transitional risks and opportunities,

together with our assessment of the resilience of our existing portfolio to these risks,

was the scenario analysis undertaken in the prior year as detailed on page 75.

While our assessment to date does not indicate that climate change will have a

material adverse impact on the Group’s business model given the commodity mix

underlying our portfolio, the assessment is an iterative process, as assumptions

relating to both the physical and transitional impacts are refined. As a result, we

continue to classify climate change as an emerging risk.

Supply chain disruption

Cause

Severe supply chain and logistics

disruptions have the potential to

impactnot only the production and

distribution of our operators’ underlying

commodities but also the timely delivery

of development projects in the case of

our non-producing royalties.

Commentary

Supply chain and logistics disruptions continue to be observed, typically resulting

inhigher capital expenditure and maintenance costs. While the Group is shielded

from such costs through the royalty model, there is the potential for delays over

theshort-term of royalty related revenue.

This risk is closely linked with the principal risks of “operator dependence”

and‘geopolitical events’.

International disputes / tensions

Cause

The world remains in a delicate position

with the Israel Gaza conflict adding to the

ongoing war in Ukraine. This has been

followed by disruption caused to

shipping routes in the Red Sea with

targeted attacks on Western vessels. The

potential for the middle east to escalate

into a global conflict is as high as it has

been inrecent times and this would lead

to heightened levels of macro

uncertainty and economic turmoil.

Commentary

This risk is closely linked with the principal risk of ‘geopolitical events’ but is more

broader in terms of its impact on everyday life and not just on commodity demand.

With significant elections scheduled for FY 24, the potential for regime and policy

change is significant and this could impact (adversely or favourably) on existing

conflicts and tensions.

Energy security

Cause

Closely linked to ‘geopolitical events’

and‘supply chain disruption’ the real

prospect ofenergy rationing could have

a significant impact on the end users

ofthe raw materials derived from the

commodities underlying the

Group’sportfolio.

Commentary

The temporary reduction in productivity or closure of end user operations in response

to government rationing could result in a reduced demand for the commodities

underlying the Group’s portfolio resulting in reduced or delayed revenues.

This risk is closely linked with the principal risks of ‘geopolitical events’ and

‘commodityprices’.

EMERGING RISKS

62 Ecora Resources PLC Annual Report and Accounts 2023

The Group’s principal risks and uncertainties are:

Catastrophic and natural catastrophic risk

A potentially

catastrophic incident

such as a mine shaft

failure, slope wall failure,

fire or flood at one of the

operations underlying

the Group’s portfolio or

royalties and streams,

which could result in

theloss of life or the

destruction or loss of

ore body, or render

ituneconomical.

Risk movement

since2022:

No change

Link to strategy

Cause

Inadequate design or construction, adverse geological conditions,

ornatural events such as seismic activity or floods.

Impact

A major incident could result in our mining partner losing their licence

to operate. In addition, such an incident could result in the loss of

resource or destruction of the ore body together with a halt in

production or metal deliveries, resulting in lower cash flows or potential

impairments/valuation losses, ability to service debt obligations and

limiting the Group’s ability to pursue its growth strategy.

Mitigation

Although these risks cannot be easily mitigated or transferred, the

Group undertakes extensive due diligence engaging both internal and

external experts to assess the viability of the project, before

proceeding with an investment.

The Group monitors, through ongoing engagement with our mining

partners, technical and ESG-related matters. Any significant ESG

risksand opportunities are reviewed and discussed by the

SustainabilityCommittee.

Commentary

While such risks have a low

frequency, their impact is

potentially very high; as a

result they are treated with

the highest priority.

Climate change risks

andopportunities:

Physical risk

See more on pages 68 to 81

Investment approval

Ecora Resources’

success will depend on

the Board making sound

investment decisions

toensure that the

royalties andstreams

acquired match

orexceed expectations

at thepoint of acquisition.

Risk movement

since2022:

No change

Link to strategy

Cause

The actual performance of the royalties and streams acquired fail to achieve

the expected returns, due to variations in the commodity prices, production

volumes, and start dates assumed in the investment base case model.

Impact

The underperformance of an investment could result in the inability

toachieve cash flow or profitability targets. In turn the Group’s ability

toobtain funding for future growth, service its debt obligations and

provide shareholder returns could be significantly reduced.

Potential damage to Ecora Resources’ reputation, and loss of support

from stakeholders.

Mitigation

The Group undertakes a thorough due diligence and screening process

when considering each investment opportunity, which is keyto

reducing the risks of making a bad investment.

Disciplined approach to investment, based on key criteria set out on

pages 20 and 21 with all material investments subject to review and

challenge by the Executive Committee and the independent Directors.

Commentary

Over the past three years

~$0.4bn has been deployed

to acquire the Voisey’s Bay

cobalt stream and a portfolio

of near-term development

stage royalties addressing

the Group’s critical strategic

challenge of replacing the

Kestrel royalty to secure

earnings stability over the

longer-term and reduce the

Group’s exposure to coal.

Climate change risks

andopportunities:

Transition risk and opportunity

PRINCIPAL RISKS

Key to strategy

Commodity selection

Investment framework

Portfolio diversification

Capital allocation

Risk movement

Increasing

Decreasing

Neutral

63Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Future demand

Demand for financing via

royalties and streams may

changedepending on

macro-economic conditions.

Increased competition

within the royalty and

streaming sector may

impact the ability to

continue adding accretive

assets to the portfolio.

Risk movement

since 2022:

Neutral

Link to strategy

Cause

High commodity price environments typically reduce the demand for

near-term financing through royalties or streams, as operators have

greater access to conventional sources of financing. Conversely,

inflationary pressure and increases in cost of capital for operators

mayincrease the demand for near-term financing through royalties

andstreams.

Increased competition in the royalty and stream sector could make

itdifficult to execute deals in a depleted pool of opportunities.

Impact

Royalties and streams are, by their nature, depleting assets; as a result

failing to acquire new assets may lead to lower cash flows, profitability

and valuation, which in turn limits the Group’s ability topursue its

growth strategy. Ecora Resources does not directly compete with the

well-established precious metals royalty and stream companies, and

itisuniquely placed, focusing on future facing metals.

Mitigation

Disciplined application of investment criteria which includes the

preference for long-life assets that will generate returns through

thecycle.

Ecora Resources has built a credible global brand and network,

backedby a successful track record of identifying and executing

royaltytransactions.

Commentary

The Group has a stable

medium-term revenue profile

to support growth initiatives,

including the organic growth

options within the existing

portfolio (Piauí), however,

competition within the

royalty and streaming space

remains strong which could

result in higher acquisition

costs/lower returns in future.

The capital needs of junior/

mid-cap operators during the

year increased and with

stagnant equity and debt

markets (impacted by both

macro disruption and higher

interest rates) the likely

near-term demand for

alternative finance should

improve and provide

opportunities for the Group.

As a result, the risk for

futuredemand reduced year

on year.

Climate change risks

andopportunities:

Transition risk

Key to strategy

Commodity selection

Investment framework

Portfolio diversification

Capital allocation

Risk movement

Increasing

Decreasing

Neutral

PRINCIPAL RISKS CONTINUED

64 Ecora Resources PLC Annual Report and Accounts 2023

Commodity prices

Global macro-economic

conditions leading to

sustainedlow product

pricesand/or volatility.

Risk movement

since2022:

Increasing

Link to strategy

Cause

Commodity prices react to many macro-economic events.

Recentexamples include armed conflict involving major economies,

global trade disputes and sanctions, economic slowdown in a

leadingeconomy.

Impact

Low commodity prices can result in higher cost operations becoming

uneconomic which can in turn result in lower levels of cash flow,

profitability and valuation. Lower cash flows and valuations may in turn

constrain the Group’s ability to fund the acquisition of new royalties

and streams, or meet financial covenants associated with its

borrowingfacility.

Low commodity prices may also result in our mining partners delaying

or abandoning uneconomic operations, which would also result in

lower levels of cash flow and the impairment of the Group’s portfolio.

Mitigation

Maintaining a portfolio of royalties and streams that is diversified

byboth commodity and geography.

Regular updates of economic analysis and commodity price

assumptions are discussed by the Executive Committee and the Board.

Disciplined approach to investment decisions, including the

assessment of commodity price forecasts, with a focus on generating

shareholder returns through the cycle.

Commentary

The Group’s diversified

portfolio should reduce

theimpact of volatility

incommodity prices. In

addition, by 2026 85% ofthe

Group’s portfolio contribution

will be from materials required

to affect the energy transition.

The significant decline in the

nickel and cobalt prices over

thepast 12 months driven by

new supply from Indonesian

operations has resulted in

theclosure of a number of

Australian operations, and

created uncertainty around

thescheduled start date for the

Group’s West Musgrave project.

However, the Group’s exposure

to nickel and cobalt is through

operations which are in the

lower quartile of the cost curve

and should remain economic

atthese price levels.

Lower commodity prices also

provides opportunities for the

Group to provide much needed

capital to smaller operators at

an opportune entry point in

thecommodity cycle.

Climate change risks

andopportunities:

Transition risk and opportunity

See more on pages 68 to 81

65Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Operator dependence and concentration risk

The Group is dependent

on our counterparties

operating effectively

while upholding high

standards of ESG

practices to provide the

returns expected at the

time of investment.

Of the Group’s nine

producing royalties and

streams, two account for

66% of our portfolio

contribution in 2023.

Risk movement

since2022:

Increasing

Link to strategy

Cause

Ecora Resources is not directly involved in the ownership or operation

ofmines and mills underlying its portfolio. As a result it is generally the

owners and operators who determine the manner in which the underlying

projects are mined, including decisions to expand, advance, continue,

reduce, suspend or discontinue production, together with decisions

about the marketing of the minerals extracted from the projects.

Impact

The timing and quantum of cash flows may differ materially from

thoseexpected at the time of investment, potentially resulting in asset

impairments/valuation losses, reduced profitability and lower corporate

valuation. Lower cash flows and valuations may in turn constrain the

Group’s ability to fund the acquisition of new royalties and streams

required to pursue its growth strategy.

Mitigation

When assessing potential investment opportunities, the Group undertakes

extensive counterparty due diligence. For our existing portfolio, we

maintain ongoing engagement with our mining partners, tounderstand

the mine plans and development timetables associated with our assets.

On certain royalties and streams, the Group has information and

auditrights which it generally exercises on the identification of any

unexpected royalty outcome. It has also developed an ESG Risk

Assessment and Monitoring Framework which assist pre- and

post-acquisition reporting onmatters which are fundamental to

theGroup’s investment thesis.

The Group aims to include transfer restriction/change of control clauses

into its new royalty agreements to help ensure its exposure continues to

be to trusted counterparties underpinned by strong ESG principles.

The Group is actively expanding and diversifying its portfolio of royalties

and streams to ensure that it has a well-balanced source of income.

Commentary

For further details on

theGroup’s operator

engagement together with its

information and audit rights

refer to pages 56 to59.

As income from the Kestrel

royalty begins to wind down

over the next 2 – 3 years, the

Group’s income profile and

financing capacity becomes

more reliant on the

successful ramp-up of

operations at Voisey’s Bay

and the development of the

Santo Domingo, West

Musgrave and Piauí projects.

As a result, the Group’s

operator dependence

andconcentration risk

isincreasing.

Climate change risks

andopportunities:

Physical and transition risk

See more on pages 68 to 81

Geopolitical events

Geopolitical events and

tensions have the

potential to negatively

impact our business.

Risk movement

since2022:

Neutral

Link to strategy

Cause

Geopolitical disputes including armed conflict involving world powers

and restrictions or constraints to free trade can have a direct impact on

commodity prices. Furthermore, significant elections are due to take

place in FY 24 which could alter the outlook for commitments to climate

change reduction and the speed at which countries commit to the

energy transition. In other jurisdictions, economic stimulus packages

targeted to shield economies from reduced demand or inflation can

directly impact commodity demand and therefore prices.

The introduction of new policies linked to natural resources or capital

controls as a result of changes in the domestic politics of the countries

our counterparties operate may impact our business.

Impact

Commodity price and sales volume volatility experienced by the

operations underlying the Group’s portfolio, as a result of trade actions

(increased tariffs, retaliations and sanctions, could lead to lower levels

of cash flow, profitability and valuation, which in turn could constrain

the Group’s ability to fund the acquisition of new royalties and streams,

or meet financial covenants associated with its borrowing facility.

If capital controls are introduced by a country, this could subsequently

lead to a counterparty being unable to remit funds to the Group.

Mitigation

The Group’s portfolio of royalties and metal streams is diversified

byboth commodity and geography.

Commentary

The ongoing war between

Russia and Ukraine, together

with the changes inChina’s

trading policies although

currently favourable in

relation to Australian

imports, creates uncertainty.

The increase in nickel supply

from Indonesia has led to the

Australian Government

classifying nickel as a critical

mineral which may provide

some support to that sector.

In addition, the Australian

Government is pursuing a price

premium to ensure the high

standards applied in Australian

mining and production of nickel

and other critical minerals

are reflected in future pricing

on international markets.

PRINCIPAL RISKS CONTINUED

Key to strategy

Commodity selection

Investment framework

Portfolio diversification

Capital allocation

Risk movement

Increasing

Decreasing

Neutral

66 Ecora Resources PLC Annual Report and Accounts 2023

Financing capability

The Group is dependent

on access to capital in

order to achieve its

growth ambitions.

Risk movement

since2022:

Increasing

Link to strategy

Cause

Sudden adverse change in capital market conditions, including higher

cost of capital. Production issues or significant commodity price volatility.

Impact

The inability to access either debt or equity funding could materially

impact the Group’s ability to achieve its growth ambitions.

Mitigation

The Group has a strong shareholder base and a syndicate of lenders

which understand the royalty and streaming business model and are

supportive of the Group’s strategy.

We regularly meet with advisers, shareholders and lenders to discuss

the types of transactions we are considering, to gauge theirsupport.

Commentary

On 30 January 2024, the

Group’s syndicate of external

lenders agreed to the

amendment and extension of

its $150m and increased the

uncommitted accordion

feature to $75m. Following the

amendment and extension, the

facility will now mature in

January 2027 with the potential

to extend the tenor twice by up

to 12 months on eachoccasion.

While the amendment and

extension of the facility is

positive, as income from the

Kestrel royalty begins to wind

down over the next 2 – 3 years,

the Group’s income profile and

financing capacity becomes

more reliant on the successful

ramp-up of operations at

Voisey’s Bay and the

development of the Santo

Domingo, West Musgrave and

Paiui projects. Development

ofthese assets should result

inan improved equity rating

intime and therefore open

upthe potential for financing

acquisitions through equity

ina non-dilutive manner.

As a result, the Group’s

financing capability risk is

increasing similar to the

operator dependence and

concentration risk.

Climate change risks

andopportunities:

Transition risk and opportunity

Stakeholder support

Ecora Resources needs

to bewellsupported by

all stakeholders

including:

n Operating counterparties

n Employees

n Shareholders

n Lending banks

n Brokers/analysts

Risk movement

since2022:

No change

Link to strategy

Cause

Failure to identify, understand and respond to the needs and

expectations of our stakeholders.

Impact

A breakdown in the relationship between Ecora Resources and any

ofits stakeholders could materially impact its ability to achieve its

strategy, fund future growth and execute on new acquisitions.

Mitigation

The Group’s Code of Conduct governs our interaction with all our

stakeholders. In addition, the Executive Committee and the Board have

regular and ongoing interaction with all of our stakeholders, with the

support of external advisers.

Commentary

The Group has had

considerable engagement

with its largest shareholders

during the year on a number

of matters. In addition, the

refinancing of the Group’s

borrowing facility is testament

to the support being received

from the lending syndicate.

Further information on

howwe engage with our

stakeholders can be found

onpages 48 to 49.

Climate change risks

andopportunities:

Transition risk and

opportunity

67Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Task Force on Climate-related

Financial Disclosures (‘TCFD’)

We recognise that climate change is one of the biggest

challenges of our times. As a result, we have a responsibility to

our stakeholders to assess the physical and transitional risks

and opportunities together with the financial implications

associated with climate change that could potentially impact

our business model. The Group has used the TCFD framework,

as set out below, to facilitate this assessment and build on the

disclosures made in last year’s Annual Report.

While the Group does not control or directly operate any of the

mines or mills from which it receives royalties or physical metal

deliveries, it does control its strategy and investment decisions;

accordingly, our most significant exposure to climate-related

risks and opportunities arises indirectly through the operations

underlying our portfolio of royalties and streams. It is in this

context thatwe:

n undertake our assessment of climate-related risks and

opportunities, including the scenario analysis used;

n respond to the risks and opportunities identified; and

n will look to expand our metrics and targets to be used in

managing climate-related risks and opportunities as well as

measuring the Group’s performance.

2023 is the Group’s third year of making climate-related

financial disclosures, and the first year in which disclosures

under the ‘Metrics and Targets’ TCFD pillar have been included.

The climate-related financial disclosures on pages 68 and 69,

are therefore, consistent with all four TCFD pillars and 10 out of

11 of the recommended disclosures. As disclosed in the 2022

Annual Report and Accounts, the Group’s material greenhouse

gas (‘GHG’) emissions exposure is to our operating partners’

emissions (Scope 3 (downstream) emissions). While significant

progress has been made in 2023 to collate an emissions

inventory for the operations underlying the Group’s portfolio

asdisclosed on page 80, we were unable to obtain the relevant

data for one of our producing assets and are therefore unable

to fully quantify our Scope 3 financed emissions. As a result,

ourdisclosures are not fully compliant with the requirement

to“Disclose Scope 1, Scope 2 and, if appropriate Scope 3 GHG

emissions and the related risks”.

The Group will continue to engage with its one operating

partner that has not published GHG emissions data to

encourage transparent climate change disclosure, while

assessing other means to obtaining the necessary data to

provide a complete emissions inventory by 2025.

Governance

Ultimate responsibility for the long-term sustainable success

ofthe Company lies with the Board, which determines the

purpose, values, culture, strategy, governance and risk

management framework. The Board established the

Sustainability Committee in 2020 to oversee the development

and implementation of the Group’s sustainability strategy

andSustainability Policy. The Sustainability Committee is

responsible for reviewing the Group’s assessment of the

sustainability risk and opportunities, including those linked

toclimate change, across the Group’s existing portfolio and

potential investments. In addition, the Sustainability Committee

collaborates with the Audit Committee to oversee the Group’s

risk management processes, with a particular focus on

climate-related risks and opportunities, including the

identification of such risks and opportunities and the scrutiny

of the mitigation plans. The Sustainability Committee Report

onpages 101 to 102 details its roles and responsibilities,

together with the climate-related decisions taken in the year.

Some climate-related decisions and matters are reserved for

the Audit and Remuneration Committees with delegated

authority from the Board, as highlightedbelow.

Audit Committee

In addition to collaborating with the Sustainability Committee

inoverseeing the Group’s risk management processes, the

Audit Committee monitors the integrity of climate-related

disclosures and the Group’s compliance with climate-related

reporting requirements.

Remuneration Committee

The Remuneration Committee designs and implements

theGroup’s remuneration policy, which includes setting

sustainability targets in collaboration with the Sustainability

Committee. The Remuneration Committee monitors

performance against the targets set and approves

remuneration accordingly.

Management’s role

The Executive Committee, supported by the Group’s senior

leadership team, is responsible for executing the Group’s

strategy of building a portfolio of royalties and streams through

a disciplined approach to investment in commodities that

directly enable the energy transition or will lower the carbon

intensity of a product supply chain. Central to the successful

execution of the Group’s strategy is the ‘investment approval’,

which is underpinned by the Group’s investment framework

outlined on page 19 and includes an extensive due diligence

process to identify and address among other factors, climate-

related risks and opportunities. As the investment approval

could affect the Group’s ability to achieve its long-term

objectives, it continues to be classified as a principal risk

(referto page 63).

Once an investment is made, the Executive Committee

isultimately responsible for the day-to-day monitoring ofthe

performance of the Group’s portfolio including sustainability

and climate-related incidents. In addition, the Executive

Committee is responsible for maintaining the Group’s risk

assessment which includes sustainability and climate-related

risks for the Board and its committees to review and challenge.

TCFD

Climate-related risks

andopportunities

68 Ecora Resources PLC Annual Report and Accounts 2023

TCFD framework

Governance

Our response

Sustainability Committee established in 2020, to assist with the

Board’s scrutiny and oversight of all sustainability matters,

including climate-change related risk andopportunities.

Focus for FY24

Continued monitoring of the impact of climate change on the

Group’s existing portfolio and in the assessment of new royalty

and stream acquisitions.

Board training agenda includes specific sessions on climate

change to ensure members have the expertise to meet

theirresponsibilities.

Further information

Refer to the Sustainability Committee Report on page101

The Group’s governance processes for climate risks and

opportunities are described in the Group’s Sustainability

Policywhich can be found on the Group’s website

www.ecora-resources.com/sustainability.

Risk management

Our response

Monitored and reviewed the Group’s climate risk register.

The climate risk register was presented to and discussed in detail

by the Board as part of the enterprise-wide risk discussion at the

strategy session in November 2023.

Focus for FY24

Further integration of the climate risk register in the Group’s

enterprise-wide risk register.

Monitoring of risk mitigation and opportunity implementation

through theSustainability and Audit Committees.

Further information

Refer to the Group’s approachto risk management and principal

risks and uncertainties on pages 60 to67

Refer to pages 72 to 74 for the highest ranked climate related

risks and opportunities.

Metrics andtargets

Our response

The Group’s Scope 1, Scope 2 emissions and Scope 3 (upstream)

emissions aredisclosed on page 78.

At the start of 2023, the Group achieved approval of its Scope 1

and 2 reduction target by the Science-based Targets Initiative

(‘SBTi’) for small to medium enterprises (‘SMEs’).

The Group has collated an emissions inventory for the operations

underlying the Group’s portfolio for 2022 – ourScope 3

(downstream) emissions – with 86% of our operators publicly

disclosing or providing thisdata on our request.

Given our business model, our Scope 3 financed emissions are

the most material category to the Group. We have established a

methodology for calculating Scope 3 financed emissions for our

royalties and streams, which are disclosed on page 79.

Focus for FY24

The Board will continue to assess the available climate related

data in addition to absolute GHG emissions for relevant metrics

which could be used toassess climate-related risks and

opportunities in line withthe Group’s strategy.

As the Group’s material exposure to GHG emissions arises

fromScope 3 downstream emissions, management will continue

to engage with the Group’s operating partners to encourage

transparent climate change disclosure with aview to providing

amore complete emissionsinventory and to understand what %

of our financed emissions are currently covered by net zero

emissions targets aligned with science-based targets.

The Group will consider adapting its financed emissions

methodology overtime if further guidance becomes available.

Further information

Refer to pages 79 and 80 for the Group’s Scope 1, and Scope 2,

Scope 3 (upstream) emissions and Scope 3 financed emissions

and reduction targets, together with emissions data published

orprovided by our operating partners.

Strategy

Our response

Monitored and reviewed climate-related risks and opportunities

most material to the Group.

Reviewed the underlying assumptions of the 2022 climate change

scenarios based on NGFS and IEA scenarios in relation to the

likely futuredemand for the commodities underlying the Group’s

portfolio of royalties and streams and concluded there were no

material changes.

TheSustainability and Audit Committees considered

management’s conclusions in relation to the scenario analysis

and assessed the appropriateness of the Group’s strategy. In

addition, the results were considered as part of the Group’s

assessment for indicators of impairment , the valuation of those

royalty assets carried at fair value, and the Group’s going concern

and Viability Statement assessment.

Focus for FY24

Further refine the scenarios to enable thefinancial impact to

bequantified.

Ongoing reviewof climate risksandopportunities to ensure

impact assessment are updated with the latestclimate science

and business understanding.

Further information

Highest ranked climate related risks and opportunities, are

shown onpages 72 to 74.

Scenario analysis and results are detailed on pages 75 to 78.

69Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Risk management

To fully understand the implications of climate change,

theGroup’s semi-annual enterprise wide risk assessment

includes a detailed review of the key climate change related

risks to and opportunities of the Group’s business model,

together withidentifying the timeframes over which they

areexpected to materialise. The Group’s climate risk and

opportunities register, considered both the physical effects of

changing weather and the economic and regulatory transitions

required for society to either mitigate climate change or adapt

to a new environment and was reviewed and discussed in detail

by the Board at the Group’s strategy session in November 2023.

Given the specialised knowledge required to understand and

respond to climate risk, in late 2022 the Group engaged Ever

Sustainable, to construct tailored climate change scenarios to

assist the Executive Committee and senior leadership team

assess the Group’s strategic resilience against the scenarios

and to identify mitigation plans where applicable. The results

ofthe 2022 scenario analysis indicated that under both

scenarios the demand for the commodities underlying the

Group’s portfolio remained strong given the alignment with

requirements of the energy transition. In 2023, management

reviewed the underlying assumptions of the two scenarios and

concluded there were no material changes required and that

the scenarios and their results remain reasonable, particularly

in relation to the demand outlook.

Risk assessment criteria

The likelihood and potential impact of each risk were rated

inline with the Group’s existing risk ranking system including

within its ESG due diligence framework, the results of which

aresummarised in the risk assessment heat map.

The likelihood assessment reflects the probability of the risk

having an impact on the Group in the short tomedium-term

time horizon and takes into consideration desktop research in

addition to evidence of historical impactson the Group’s portfolio.

The impact assessment is on a post-mitigation basis and

reflects the estimated income statement impact of that risk

within the financial year. The Group’s definition of a significant

financial impact is where the impact is of over $7m (2022: $9m)

which aligns with the materiality set by the Group’s statutory

auditor, as set out onpage 132. In this context, a significant

impact refers to an operational orfinancial effectthat

wouldrequire an active response or strategic planning

bysenior management.

Rising temperatures

Extreme weather

Pressure from financiers

Heavy rainfall

Stakeholder concern for climate

Drought and water scarcity

GHG emissions pricing

Uncertain demand for commodities

Rising sea level

Increasing climate regulation

Unpredictable technological development

Climate litigation

Impact

Negligible Moderate MajorMinor Critical

Likelihood

Rare PossibleUnlikely Likely Very likely

7 8

TCFD CONTINUED

70 Ecora Resources PLC Annual Report and Accounts 2023

Strategy

We identified in the middle of the last decade that in order to

manage climate change, a significant shift in energy origination,

consumption and storage would be needed in future years.

Werealised that a significant amount of base metals and rare

earths would be required to construct the technologies which

would be required to drive such a step change and in early

2020, we announced a refinement to our investment strategy to

focus our financing on commodities that support asustainable

future. We continue to believe that considerable quantities of

these commodities will be required for the energy transition.

We also recognise thatboth physical and transition climate

risksand opportunities could impact our investment strategy,

andwe are committed to understanding and mitigating any

potential financial impacts on our business.

Our climate-related risks and opportunities

The following tables outline the transition risks, physical risks

and opportunities with the highest impact ratings that could

affect the Group directly through our own operations or

indirectly through the operations of our mining partners

underlying our portfolio.

To the extent that climate change adversely affects our

business and financial position, it may also have the effect of

heightening a number of our principal risks and uncertainties

detailed on pages 63 to 67. For example, the Group’s portfolio

contribution may be impacted by changes to production,

foravariety of reasons including, but not limited to, climate

change and the impact on production closely linked to the

principal risk of ‘operator dependence’. Where relevant,

wehave detailed the related principal risks and uncertainties

that may be exacerbated by climate change risks in the

tableson thefollowing pages.

Climate risks are categorised into ‘physical risks’, being

risksarising from the physical effects of climate change,

and‘transition risks’, being the risks related to the transition to

a lower carbon economy. The Group’s climate-related transition

risks, physical risks and opportunities with the highest risk

ratings are shown onpages 72 to 74. The time frames presented

are the period over which the risks and opportunities could

manifest to a significant impact and are defined asfollows:

Short term:

12–24 months – aligned with the

Group’sgoing concern analysis

Medium term:

3–5 years – aligned with the Group’s

Viability Statement period of 3 years

Long term:

5+ years – most of the Group’s producing

and near-term development royalties and

streams are over mines with an expected

life in excess of five years

Risk management and response

The Sustainability Committee and Audit Committee review the

climate risk register as part of the semi-annual risk review to

ensure that the assigned mitigating actions remain appropriate

and are being implemented. Priority is given to those risks with

a high rating that may manifest over the short to medium term.

The Board also formally considers the Group’s risk in

designated sessions at the Group’s semi-annual strategy days,

in addition to the reports it receives from the Sustainability

Committee and Audit Committee.

Ongoing oversight of the implementation and effectiveness of

these actions is delegated to the Executive Committee

supported by the senior leadership team. The senior leadership

team meets monthly to review sustainability action items and

monitor sustainability and climate-related incidents.

71Ecora Resources PLC Annual Report and Accounts 2023

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Transition risks

Pressure from financiers

Risk description:

Providers of debt and equity

funding are increasingly

making morestringent

demands relating to climate

impacts and

decarbonisation, and in

some cases raising the rate

of loans or divesting

completely from

organisations that do not

align with their criteria.

Financiers are increasingly

focused on understanding

the impacts of Scope 3

emissions.

Related principal risks

and uncertainties:

n Operator dependence

n Investment approval

n Financing capability

n Stakeholder support

Potential impact

Operators

n Delays, suspension or abandonment of development orproduction

projects linked to unexpected decrease in commodity demand,

rendering the project uneconomical

Potential impact on Ecora

n Divestment from the Group’s securities due to ESG constraints

n Debt providers withhold or increase the cost of capital

Potential financial impacts for Ecora

n Market price: Decrease in the Group’s market value and cost

ofshares

n Cost of capital: Reduced access and/or increased costs of capital

n Asset valuation: Potential impairment or write-off of the carrying

value of the Group’s royalty-related assets

n Revenue: Medium-term delays in royalty and metal stream revenue

Mitigating activities:

n Provision of data through reporting frameworks like the TCFD

andCDP

n Work to enhance ESG rating scores with providers like MSCI

andSustainalytics

n Clear and transparent reporting on climate impacts, including Scope

3 emissions

n Aligning with recognisable net zero initiatives like SBTi

Time horizon:

12–24 months

Overall rating:

Moderate

Increasing regulation

andreporting

Risk description:

n Policymakers will need

toset stricter emissions

and environmental

compliance regulations,

which are likely to be

localised according tothe

priorities and ambitions

of different regions.

Companies may therefore

encounter changing

expectations related to

their climate impacts.

Related principal risks

and uncertainties:

n Investment approval

n Operator dependence

Potential impact

Operators

n Increased costs and possible project abandonment related to longer

timelines and more arduous miningpermitting processes

n Delays, suspension or abandonment of projects linked to costs to

address mandatory compliance with local or national greenhouse

gas emission laws, rendering the project uneconomical

Potential impact on Ecora

n More resources need to meet more complex climate reporting

obligations

n Failure to retrieve sufficient data from operators to report accurately

Potential financial impacts for Ecora

n Asset valuation: Potential impairment or write-off ofthe carrying

value of the Group’s royalty-related assets

n Revenue: Medium-term delays in royalty and metal stream revenue

n OPEX: Increased operational costs to meet reporting obligations

Mitigating activities:

n Proactive work to enhance greenhouse gas inventory methodology

and align with standardised ESG reporting frameworks including

TCFD, UNGC and SBTi

n Extensive operator due diligence process which focuses on

environmental aspects, including efforts to reduce emissions

n Regular market and regulation scans and forecasting in

operatorjurisdictions

Time horizon:

12–24 months

Overall rating:

Moderate

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72 Ecora Resources PLC Annual Report and Accounts 2023

Transition risks continued

Stakeholder concern

forclimate change

Risk description:

n Stakeholders becoming

more aware of and

concerned by the impacts

of climate change on their

daily lives and the future,

aswell as the role and

responsibilities of

businesses in either

supporting or detracting

from the energy

transition.

Related principal risks

and uncertainties:

n Operator dependence

n Stakeholder support

Potential impact

Operators

n Disruption, suspension or abandonment of production

ordevelopment projects due to community opposition or protests

related to underlying commodity or high-carbon miningoperations

Potential impact on Ecora

n Stigmatisation of the industry leads to challenges in talent

acquisition and retention within the organisation

Potential financial impacts for Ecora

n Revenue: Short or medium-term delays in royalty and metal

streamrevenue

n Asset valuation: Potential impairment or write-off of the carrying

value of the Group’s royalty-related assets

n OPEX: Higher costs to attract adequate talent to achieve the

Group’sstrategy

Mitigating activities:

n Enhancing reporting transparency and communication efforts

toillustrate the organisation’srole in the energy transition

n Encouraging operators to invest in the decarbonisation of

theiroperations

n Participation in industry forums to raise theprofileofthe

widerindustry

Time horizon:

12–24 months

Overall rating:

Moderate

Physical risks

Extreme weather events

Risk description:

n Increased frequency and

intensity of acute weather

events including more

frequent and intense

storms, floods and fire

weather. These events

may leadto damage to

infrastructure and

disruption to supply

chains and livelihoods

inthe mining sector.

Related principal risks

and uncertainties:

n Catastrophic events

n Operator dependence

Potential impact

Operators

n Delays, suspension or abandonment of production or development

projects linked to partial or full destruction ofassets

n Project delays linked to impacts on local labour force including staff

health and safety and availability or higher costs associated with

developments in response to climate-related events

Potential impact on Ecora

n Direct impacts likely minimal

Potential financial consequence for Ecora

n Revenue: Short to medium-term delays in royalty and metal stream

revenue

n Asset valuation: Potential impairment or write-off of the carrying

value of the Group’s royalty and metal stream-related assets

Mitigating activities:

n Engagement of climate change expert to assess impacted assets

n Extensive operator due diligence process which focuses on

environmental aspects, including exposure to extreme

weatherevents

Time horizon:

3–5 years

Overall rating:

Moderate

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Physical risks continued

Drought and water

scarcity

Risk description:

n Changes to precipitation

patterns and increasing

aridity are likely to affect

groundwater and surface

water availability and

water quality in several

regions around the globe.

Related principal risks

and uncertainties:

n Operator dependence

n Investment approval

n Stakeholder support

Potential impact

Operators

n Higher CAPEX investments to mitigate water impacts/availability (e.g.

desalination plants) or OPEX costs associated with water treatment

and discharge, potentially rendering the project uneconomical

n Project delays or suspension linked to conflict with surrounding

communities on water withdrawal

Potential impact on Ecora

n Direct impacts likely minimal

Potential financial impacts for Ecora

n Revenue: Medium-term and potentially recurring delays in royalty

and metal stream revenue

n Asset valuation: Potential impairment or write-off of the carrying

value of the Group’s royalty-related assets

Mitigating activities:

n Engagement of climate change expert to assess impacted assets

n Extensive operator due diligence process which focuses on

environmental aspects, including water usage

Time horizon:

3–5 years

Overall rating:

Moderate

Opportunity

Increased demand for

commodities

Opportunity description:

n 85% of the Group’s

portfolio contribution in

2026 is expected to be

generated from royalties

and streams directly

linked to commodities

required for a low carbon

future – copper, nickel,

cobalt, vanadium and,

insome jurisdictions,

uranium – demand for

these commodities is

expected to increase

between 2x and 4x

from2020 to 2040 as

outlined in the Group’s

scenarioanalysis.

Related principal risks

and uncertainties:

n Investment approval

n Future demand

n Commodity prices

n Geopolitical events

Potential impact

Potential financial impacts for Ecora

n Revenue: the increase in demand for the commodities underlying

the Group’s portfolio should result in higher prices, increasing the

medium to long-term royalty and streaming revenue

n Price premium may eventuate for those commodities ethically

sourced or derived from operations with low carbon footprints and

high sustainability credentials – eg. cobalt from Voisey’s Bay and iron

ore from IOC both of which have strong sustainability credentials

and low carbon footprints.

Time horizon:

3–5 years

Overall rating:

High

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74 Ecora Resources PLC Annual Report and Accounts 2023

Scenario analysis

In 2022 the senior leadership team with the support of external consultancy Ever Sustainable, undertook climate scenario analysis

to enhance our understanding of the risks facing our business and to assess the resilience of the Group’s investment strategy.

Theunderlying assumptions of the two bespoke and challenging scenarios developed in 2022 to explore how our identified risks

and opportunities might develop over the short, medium and long term were reviewed in 2023 with management concluding that

the scenarios remain appropriate.

The key parameters used to define the scenarios were:

Parameter Selection Rationale

Scenario source Combination of NGFS and IEA

withsomeinput from IPCC

+ The nature of Ecora’s business as a provider of financial capital

creates natural alignment to the financial focus of the NGFS.

+ The IEA provides specific data and commentary on commodity

demand outlook in the context of the energy transition that is

highly relevant to our business and strategy.

+ Supplementing physical scenarios with IPCC data allows

fordeeper understanding of physical risks.

Base scenarios 1.5°C – Delayed Transition (emphasison

transition risk)

+ Given the Group’s strategic emphasis on providing capital to

support the energy transition, this scenario was chosen to

understand how delayed time horizons could impact our

strategy as well as the expectation of greater financial instability

in markets.

3–4°C – Current Policies

(emphasis on physical risk)

+ The impact of climate change on mining operators is most

evident in ‘Hot House World’ style scenarios, and this scenario

was thus selected to understand how our operator dependence

risk could evolve in light of increased physical climate risk.

Time frame Short term: 12–24 months

Medium term: 3–5 years

Long term: 5+ years

+ The time horizons selected align to Ecora’s business planning

horizons. Because climate risks are longer term in nature and for

the purpose of this exercise, we looked out to 2040 to gauge

potential long-term impacts.

Geographies Global with some focus on South

America, North America and Australia

+ To better understand the breadth of climate-related risks,

geographical emphasis was kept wide with some tailoring

towards regions with the greatest portfolio exposure.

Commodities Cobalt, Copper, Nickel and Vanadium

+ Where possible, data and trends relevant to these commodities was

emphasised due to Ecora’s portfolio exposure to these metals.

+ While the contribution from the Group’s Kestrel royalty was

material in 2023, production will transition outside of the Group’s

private royalty lands over the next five years, as a result

metallurgical coal is not a focus commodity for the scenario

analysis

The first scenario was influenced by the NGFS Delayed Transition Scenario with inputs from the IEA Sustainable Development

Scenario (‘SDS’). This scenario assumes that global emissions do not begin to decline until 2030 when sudden and stringent policy

action is taken. The second scenario relies primarily on the NGFS Current Policies and IEA Stated Policies Scenario (STEPS). This

scenario describes a pathway in which only currently implemented policies are continued, leading to severe physical climate risks

and long-term socio-economic tensions.

75Ecora Resources PLC Annual Report and Accounts 2023

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Assessing our resilience

The key highlight from the scenario analysis continues to be that with the Group’s current commodity mix, the potential financial

upside for the Group in the Delayed Transition Scenario is stronger, while the trajectory of commodity demand in line with

expectations outlined in Current Policies remains attractive for the Group’s financial prospects. The Executive Committee,

Sustainability Committee and Board have considered the outcomes ofthe scenario analysis exercise and conclude that our

investment strategy remains resilient under both scenarios.

We outline key issues raised in the session here:

Delayed Transition Current Policies

n Depending on the form of carbon pricing introduced, Ecora

could be directly impacted. However, the Group’s focus on low

carbon operators helps to mitigate its exposure to high costs,

and the Group would expect any eventual costs to pose a

minimal impact to the business.

n Increased volatility in the marketplace may disrupt the Group’s

ability to raise capital in public markets temporarily. However,

poor market conditions may also provide opportunities for the

Group to identify attractive deals.

n Development projects in particular could face regulatory

headwinds from government in the medium term, although the

Group’s portfolio exposure is limited.

n In the short term, Ecora’s exposure to coal will roll off, greatly

reducing associated reputational or financial risks.

n Understanding the physical climate risks facing the Group’s

assets would be helpful in determining the Group’s exposure

to physical climate impacts in the long term. The Group is

enhancing its assessment of physical climate exposure as

part of its ESG due diligence framework.

n Lower productivity levels at mine sites due to environmental

hazards such as heatwaves could exacerbate the existing

talent shortage facing the industry.

n Lower demand or market uncertainty linked to depressed

GDP could lead to periods of reduced income; however,

long-term supply dynamics suggest that even in a reduced

demand scenario, there will still be shortfalls in supply that

will need to be met.

Total mineral demand for clean energy technologies by scenario

2010 2020 2030 2040 2030 2040

STEPS SDS

Source: IEA

Hydrogen

Electricity networks

EVs and batterystorage

Other low-carbon power generation

Wind

Solar PV

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76 Ecora Resources PLC Annual Report and Accounts 2023

Critical mineral needs for clean energy technologies

Copper Cobalt Nickel Lithium REEs Chromium Zinc PGMs Aluminium*

Solar PV

Wind

Hydro

CSP

Bioenergy

Geothermal

Nuclear

Electricity networks

EVs and battery storage

Hydrogen

Notes: shading indicates the relative importance of minerals for a particular clean energy technology

= High; =Moderate; = Low, which are discussed in their respective sections in this chapter.

CSP = concentrating solar power; PGM = platinum group metals.

* Aluminium demand is assessed for electricity networks only and is not included in the aggregate demand projections.

Delayed transition

Using the our risk rating system, we assessed each of our identified climate risks in the context of both scenarios across the short,

medium and long term.

Risk category Risk Short Medium Long

Physical risk

Extreme weather

Drought and water scarcity

Rising temperatures

Rising sea level

Heavy rainfall

Transition risk

Increasing climate regulation

GHG emissions pricing mechanisms

Climate litigation

Uncertain demand for commodities

Unpredictable technological developments

Pressure from financiers

Stakeholder concern for climate change

77Ecora Resources PLC Annual Report and Accounts 2023

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Current policies

Using the our risk rating system, we assessed each of our identified climate risks in the context of both scenarios across the short,

medium and long term.

Risk category Risk Short Medium Long

Physical risk

Extreme weather

Drought and water scarcity

Rising temperatures

Rising sea level

Heavy rainfall

Transition risk

Increasing climate regulation

GHG emissions pricing mechanisms

Climate litigation

Uncertain demand for commodities

Unpredictable technological developments

Pressure from financiers

Stakeholder concern for climate change

= high; =moderate; = low

Assessment

The Sustainability Committee, Audit Committee and Board have considered the outputs of the scenario analysis, and after applying

existing consensus pricing to the future demand scenarios have concluded that climate change is not expected to have a material

impact on the Group’s business model. As a result, we do not consider a quantitative analysis to be material to our disclosures at

this stage. The Board continue to believe the assessment of the impact of climate change on the Group’s business model is an

iterative process, as assumptions relating to both the physical and transitional impacts are refined as more data becomes available.

As a result, we continue to classify climate change as an emerging risk. While only qualitative descriptions of the potential impact

ofthe Group’s climate related risks and opportunities have been provided in 2023, as further data becomes available and as

methodologies become more consistent across the royalty and streaming sector, the Group will look to provide quantitative

descriptions of the impact of the climate risks and opportunities where appropriate.

Metrics

Throughout 2023, the Sustainability Committee has considered the cross-industry metric guidance, together with the available data

that could be used to assess the climate related risks and opportunities identified on pages 72 to 74 and has concluded that that

the Group’s Scope 1, 2 and 3 (upstream) emissions, together with the Group’s Scope 3 (downstream) emissions are the most relevant

metrics for assessing those risks with a short-term time horizon of 12 – 24 months and are the Group’s identified transition risks.

In relation to the longer-term physical risks and opportunities, the Sustainability Committee is continuing to assess the available

data. Given the Group’s most material exposure to climate risk and opportunities arises from our investment decision, consideration

is currently being given to a metric that maps the alignment of the emissions reduction plans of our operating partners with

science-based targets. It may also be possible that such a metric could applied when assessing investment opportunities in the

future. The Sustainability Committee will continue to consider this metric in 2024 in the context of the Group’s roadmap to

developing a net zero transition plan.

Greenhouse Gas Emissions

At the start of 2024, we began collating the Group’s greenhouse gas emissions inventory following the Greenhouse Gas Protocol

Corporate Accounting and Reporting Standard and Scope 2 Guidance for Ecora’s Scope 1, 2 and 3 (upstream) emissions at the

corporate level.

Climate change and energy 2023 2022 2021

Performance indicator

Direct (Scope 1) GHG Emissions 0t 0 0

Indirect (Scope 2) GHG Emissions 4.5t 0 0

Total Scope 1 and Scope 2 4.5t 0 0

Scope 3 – (upstream) at a corporate level 192t 102t 35t

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78 Ecora Resources PLC Annual Report and Accounts 2023

Scope 1 (direct) and Scope 2 (indirect) emissions

As a royalty and streaming company, Ecora has a small direct carbon footprint with only one office and 14 employees. As a result,

the Company does not produce Scope 1 (direct) emissions. Ecora had no Scope 2 (indirect) emissions in 2021 or 2022, as our office

electricity was from renewable energy sources. In 2023 the Group relocated to a more energy efficient office, however, for the first

half of the year the electricity supply was unable to be connected to a supplier with a green tariff. This was rectified for the second

half of the year and going forward the Group’s office electricity will once again be from 100% renewable sources.

Scope 3 (upstream) emissions

The majority of our Scope 3 (upstream) emissions arise from business travel. International travel is an essential part of our

business. Engaging with and monitoring our operator partners and connecting with our stakeholders is a key part of our wider

sustainability strategy of responsible operations and responsible investments.

Scope 3 (upstream) emissions have increased in 2023 compared to 2022 due to the increased size of our portfolio and the need to

carry out more site visits.

While international travel is essential given the locations of the operation underlying the Group’s portfolio, we continue to look at

ways to reduce the associated carbon emissions. We set out our commitment to the measurement and reduction of these

emissions below:

n Ecora encourages employees to make sustainable travel choices where possible through its sustainable travel and expenses

policy which was implemented at the start of 2022, and we will review this policy during the course of 2024 to understand

whether additional changes can be made to improve our sustainable travel choices.

n Under the existing travel policy, all international flights of employees need to be authorised by a member of the Executive Committee.

n Ecora commits to using, where possible, airlines that have committed to the reduction of carbon emissions in line with science-

based targets, and we hope to see more airlines in the future align to the SBTi (or equivalent).

n Ecora continues to measure and offset its Scope 3 (upstream) emissions on an annual basis, noting that carbon credits do not

counttowards any of Ecora’s science-based targets but are a means to finance additional climate mitigation beyond its ongoing

reduction efforts.

Since 2021, Ecora has purchased offsets to neutralise all emissions that are currently reported in its emissions inventory. Ecora

remains committed to offsetting emissions that it has historically measured and for which it has the most control. These mainly

include emissions associated with Scope 3 (upstream) emissions (being employee commuting and employee travel). We offset our

global emissions for 2023 by purchasing from ClimatePartner a Gold Standard VER (GS VER) wind energy project in Ovalle, Chile and

a Verified Carbon Standard (VCS) wind energy project in Northeast Brazil. The project in Chile comprises two wind farms with a total

of 57 wind turbines, promoting clean wind energy and contributing to the energy transition in Chile by expanding the renewable

energy sector. The project in Brazil comprises 14 wind farms with a total of 156 wind turbines. The project contributes significantly

to climate action and supports the surrounding communities with clean energy. With three royalties in these areas, we chose to

offset our emissions through these projects as Ecora is committed to supporting and promoting sustainable development in the

regions where we invest.

Scope 3 (downstream) emissions

We are committed to capturing a complete picture of our emissions profile including our operating partners’ or Scope 3 (downstream)

emissions. As a provider of capital to the mining sector we recognise that a significant proportion of our Scope 3 emissions stem

from our investments in operating mines. Though these emissions are not directly created or controlled by Ecora, we are

committed to monitoring our operating partners’ annual emissions data to enable us to track our ongoing emissions exposure.

Methodology

Financed emissions refers to Ecora’s attributable share of emissions generated by the operations underlying our portfolio of

royalties and streams. There is currently no defined methodology for calculating financed emissions for royalty and streaming

companies and although the Partnership for Carbon Accounting Financials has developed guidance to help the financial industry

assess and disclose financed emissions, this guidance currently does not cover royalty and stream investments.

As there is currently no royalty sector methodology for calculating financed emissions, after detailed analysis by the Sustainability

Committee, we have applied a methodology referencing our proportional production which is described in more detail below. We

will consider revising or adapting the methodology as further applicable guidance becomes available. The calculations rely on our

operating partners’ to provide production and emissions data. Ecora cannot verify the accuracy of the asset data and each of the

operators may have differing methodologies, reviews or judgements in the collation of emissions information.

Applied methodology

Financed emissions per asset

Total Ecora attributable production (equivalent terms)

Total asset production (equivalent terms)

Scope 1 & 2 asset emissions

Royalty or stream rate

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A production coefficient is calculated for each operating mine listed in the table below. Royalty investments typically cover all metals

produced; in these cases the production coefficient would equal 1. Streams are often linked to a specific commodity requiring a

production coefficient to be calculated by representing all production in equivalent terms of the mine’s primary commodity. For

example total production of nickel, copper and cobalt at Voisey’s Bay (where Ecora holds a cobalt stream) would be represented as

a single nickel equivalent production figure.

Conversion into equivalent terms is linked to commodity prices. In order to reduce the impact of price volatility, we have used

five-year average spot prices. This wide time period will allow for improved visibility and monitoring of changes to actual emissions

in subsequent years, with less influence from annual price fluctuations.

Emissions data

We have received the following Scope 3 (downstream) emissions data from our operating partners which is set out in the table

below. Due to the timing of GHG emissions reporting from our operating partners, the majority of 2023 mine emissions data was

not available in time for publication of this report, as a result we have presented the data for 2020, 2021 and 2022. This data is in

relation to the operators’ total Scope 1 and 2 emissions generated from operations underlying the Group’s associated royalty or

stream. For each asset with data, we have calculated Ecora’s total financed emissions over the previous three years using the

methodology described above.

2020 2021 2022

Emissions breakdown tCO

e tCO

Voisey’s Bay Scope 1 – LHPP 41,458 35,958 31,505

Scope 1 – VB 73,397 83,745 91,521

Scope 2 – LHPP 8,205 9,044 7,403

Scope 2 – VB — — —

Total (tCO

e) 123,061 128,746 130,429

Ecora financed emissions attr. (tCO

e) 3,264 3,421 3,363

Mantos Blancos Scope 1 132,848 156,382 129,397

Scope 2 65,043 71,689 72,157

Total 197,891 228,071 201,554

Ecora financed emissions attr. (tCO

e) 2,878 3,348 2,922

Kestrel Scope 1 1,178,560 1,236,654 1,236,654

Scope 2 142,177 148,269 148,269

Total 1,320,737 1,384,923 1,384,923

Ecora financed emissions attr. (tCO

e) 54,578 71,867 80,878

Maracas Scope 1 78,506 77,765 79,968

Scope 2 4,169 8,270 2,767

Total 82,675 86,035 82,735

Ecora financed emissions attr. (tCO

e) 1,654 1,721 1,655

Carlota Scope 1 0.4 0.4 0.3

Scope 2 — — —

Total 0.4 0.4 0.3

Ecora financed emissions attr. (tCO

e) 0 0 0

McClean Lake Mill

(1)

Scope 1 22,758 25,157 25,972

Scope 2 23,802 24,900 26,420

Total 46,560 50,057 52,392

Ecora financed emissions attr. (tCO

e) 10,476 11,263 11,788

Piauí Scope 1 — 1,209 1,411

Scope 2 — 31 133

Total — 1,240 1,544

Ecora financed emissions attr. (tCO

e) — 16 19

Four Mile Not provided Not provided Not provided

Total Ecora financed emissions attr (tCO

e) 72,849 91,636 100,625

1 GHG emissions and waste recovery metrics include site (McClean Lake), Saskatoon office and exploration activities.

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80 Ecora Resources PLC Annual Report and Accounts 2023

Other cross-industry climate related metrics

Internal carbon pricing

With negligible Scope 1, 2 and 3 (upstream) emissions, the Group’s material exposure to greenhouse gas emissions arises from the Scope 3

financed emissions generated by the operations underlying our portfolio, as a result carbon pricing is unlikely to have a direct impact on

the Group. The indirect impact of carbon pricing is likely to be the effect it has on cost structures of the operations underlying our portfolio,

which highlights the importance of our operators have emission reduction plans aligned with science-based targets.

Remuneration

As detailed in the introductory letter from the Chair of the Remuneration Committee on page 103 to 107, following the runoff of the

Kestrel royalty, the Sustainability Committee will investigate reporting emissions on an intensity basis. Once the emissions intensity

of our portfolio can be accurately calculated, the Remuneration Committee in consultation with the Sustainability Committee will

consider if appropriate targets for this metric can be set for inclusion as a performance measure in the LTIP. Before proceeding with

the introduction of this metric as a performance measure for the LTIP however, the Committee will consult with leading

shareholders, to obtain feedback on whether such a metric aligns with their sustainability priorities.

Targets

During 2023, the Sustainability Committee concluded that greenhouse gas emissions are the most relevant metric for assessing

those climate related risks with a short-term time horizon. As a result, consideration has been given to setting meaningful targets to

mitigate the carbon impacts of the Group’s business.

In relation to the Group’s Scope 1 and 2 greenhouse gas emissions, the following target has been approved by the Science Based

Targets initiative (SBTi) for Small to Medium Enterprises (SMEs) was set:

n To reduce absolute scope 1 and 2 GHG emissions 46% by 2030 from a 2019 base year.

SBTi defines SMEs as those institutions with less than 500 employees. As a company that meets this definition, Ecora has decided

to adopt such a target following SBTi’s pre-defined target for SMEs aligned with 1.5°C warming. This target was approved by the SBTi

on 27 March 2023 and was achieved by the Group during the course of 2023 as it has zero Scope 1 and 2 GHG emissions.

In addition to informing our approach to achieving zero Scope 1 and 2 emissions in 2023 and reducing our Scope 3 (upstream)

emissions, the SBTi guidance for SMEs has enhanced our understanding of what it means to be net zero. During the course of 2023,

the Sustainability Committee made the decision to transition away from referring to ourselves as a ‘carbon neutral’ company, and

instead focus our efforts on developing a sustainability strategy roadmap, which includes how Ecora can look to become net zero at

the corporate level and eventually across our portfolio.

In this spirit, Ecora has also committed to the following additional objectives:

n Ecora commits to maintaining zero Scope 1 and 2 GHG emissions.

n Ecora commits to measure and reduce its scope 3 (upstream) emissions

n Where Ecora cannot reduce its emissions, we will offset our Scope 3 (upstream) emissions on an annual basis, noting that carbon

credits do not count towards any of Ecora’s science-based targets but are a means to finance additional climate mitigation

beyond its ongoing reduction efforts.

n Ecora will continue to engage with its operating partners to understand their emission reduction and net zero targets and

respective action plans in line with a 1.5°C warming pathway.

n Ecora will continue to calculate its Scope 3 financed emissions on an annual basis and look to review and expand the

methodology for Scope 3 financed emissions as more guidance becomes available.

While the Group acknowledges that the Scope 3 financed emissions from its operating partners are its material GHG exposure,

atarget to reduce these emissions has not been set for the following reasons:

n It is the Group’s strategy to continue to grow the underlying portfolio of royalties and streams which, all things being equal, would

result in Scope 3 financed emissions increasing in absolute terms.

n The Group’s royalties and streams are by their nature depleting assets which means over time Scope 3 financed emissions would decrease

if the assets are not replaced or where the commodity mix changes as a result of depletion, to less carbon intensive commodities.

Expanding on the depletion of our royalties and streams and the impact this will likely have on the Group’s GHG emissions, the

Kestrel royalty, which is the Group’s single largest contributor to Scope 3 financed emissions is expected to commence its runoff

in2026. As a result between 2024 and 2030 there is a reasonable expectation that the Group’s GHG emissions will significantly

reduce, absent any material acquisitions of producing royalties.

In light of the limitations in setting targets for the absolute reduction in Scope 3 financed emissions described above consideration

is currently being given to a metric that assesses the percentage of the Group’s portfolio with operating partners that have emissions

reduction plans aligned with science-based targets. With a view to setting an ambition target of an agreed percentage of our

financed emissions being covered by emissions reductions plans aligned with science-based targets.

We continue to monitor our existing assets within our portfolio through our ESG risk due diligence framework and monitoring tools.

Part of this process includes continuing to engage with our operating partners to understand their current and historic emissions

including how such emissions are calculated, their emission reduction and net zero targets and respective action plans in line with

a1.5°C warming pathway, which, in time, will enable Ecora to set its own net zero transition plan.

81Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

VIABILITY STATEMENT

In accordance with provision 31 of the 2018 revision ofthe Code,

Ecora has assessed the prospects of the Group over a longer

period than the 12 months required by the ‘Going Concern’

provision. The Directors confirm that they have a reasonable

expectation that Ecora will continue to operate and meet

itsliabilities, as they fall due, over the next three years.

TheDirectors’ assessment has been made with reference to

Ecora’s current position and prospects, our strategy, the Board’s

risk appetite and Ecora’s principal risks and how these are

managed, as detailed on pages 60 to 67 in the Strategic report.

The Board reviews our internal controls and risk management

policies and approves our governance structure and code

ofconduct. It also appraises and approves major investment

and financing decisions, andevaluates and monitors the

performance and prospects of Ecora as a whole. The focus

isoncontinuing to apply the Group’s disciplined approach to

investment and build our portfolio through the acquisition

ofroyalties and streams to sustain our long-term

financialperformance.

The Board reviews Ecora’s strategy and makes significant

investment decisions over a long-term time horizon, based on a

multi-year assessment of return on capital, theperformance of

the Company, and the outlook for commodities. This approach

is aligned with the long-life but depleting nature of the Group’s

royalties and streams. However, since many external factors,

such as commodity prices, become increasingly unpredictable

over longer time horizons, Ecora focuses its detailed, bottom-

up base case financial forecast on a three-year cycle.

The base case financial forecast is reviewed and approved at

least annually by the Directors. The Directors believe that a

three-year assessment period for the Viability Statement is

most appropriate as it aligns with the Group’s well established

business planning processes that balance the long-term nature

of our royalties and streams with an assessment of the period

over which analysis of near-term business performance is

realistically visible.

Assessment process and key assumptions

The base case financial forecast covering the next three years is

based on a number of key assumptions, the most important of

which include commodity prices, estimated volumes, exchange

rates and no further acquisitions or investment and holding our

cost base (overheads and dividends) constant. On this basis,

the Group would expect to remain firmly covenant compliant

throughout the tenure of its borrowing facility with a

manageable refinance ratio at maturity.

Assessment of viability

Assessment of the Group’s viability is based on a financial

forecast covering the next three years, which is consistent with

the Group’s medium-term planning horizon and the terms of

itsborrowing facility. The Directors stress tested the base case

financial forecast on a ‘severe but plausible’ scenario tosee

whether the same conclusion would be reached should this

materialise. The scenario is amended each year as required,

toreflect the key areas of sensitivity by the Board and for the

current assessment the following adjustments were made

tothe Group’s base case financial model:

n 10% reduction in volumes;

n 10% reduction in consensus commodity priceassumptions;

n 10% weakening in the currencies the Group is exposed to

from their current levels.

This scenario is directly related to the following principal risks:

commodity prices, operator dependence and concentration

and geopolitical events. The other principal risks are either

likely to manifest outside the three-year viability period or will

be addressed by general mitigating strategies available to the

Group such that they are unlikely to jeopardise the Group’s

viability over the three-year period.

The three-year review also assumes there are no additional

acquisitions during the period and that the Group’s existing

revolving credit facility is refinanced on maturity in January 2027.

The combination of the above downside scenarios would result

in a ~28% reduction in portfolio contribution over the

assessment period. Despite the decrease in portfolio

contribution under this scenario, the Group retains sufficient

liquidity headroom to operate well within the financial

covenants of its existing facility. The Directors, therefore,

haveareasonable expectation that even under the severe

butplausible scenario, the Group will be able to continue in

operation and meet its liabilities as they fall due over the

three-year period ofassessment.

82 Ecora Resources PLC Annual Report and Accounts 2023

CORPORATE GOVERNANCE

Our approach towards corporate governance

As a standard listed company on the London Stock Exchange, the

Company is required to comply with, at a minimum, the relevant

Listing Rules, the Disclosure, Guidance and Transparency Rules

and the Prospectus Rules. However, it is not required by law to

comply with the super-equivalent provisions of the Listing Rules

which apply to companies with a premium listing.

The Company is, however, complying on a voluntary basis with

related party requirements that are substantially equivalent

tothose set out in Chapter 11 of the Listing Rules.

Compliance with the UK Corporate

GovernanceCode

The Board supports the principles and provisions of the UK

Corporate Governance Code (the Code) issued by the Financial

Reporting Council (FRC), which is available on the FRC’s website

(www.frc.org.uk). Although the Company is not subject to the

Code on account of its standard listing on the London Stock

Exchange, the Company has voluntarily agreed to adhere to

therequirements of the Code.

It is the Board’s view that the Company has complied

throughout the year with the Code.

The Code specifically requires companies to report on how it

complies with five main areas of governance: board leadership

and company purpose; division of responsibilities; composition,

succession and evaluation; audit, risk and internal control;

andremuneration.

1. Board Leadership and Company Purpose

Role of the Board

The Company’s governance is structured to deliver an effective

and entrepreneurial Board which:

n is effective in providing challenge, advice and support

tomanagement;

n drives informed, collaborative and accountable decision making;

n creates long-term sustainable value for our shareholders,

having regard to our other stakeholders.

The Board is collectively responsible for approving the Group’s

purpose, long-term objectives and strategy and for reviewing

performance against them. The Board is also responsible for the

general oversight of the Group’s operations and management.

The Company’s purpose, values and strategy

andalignment with culture

Through the Ecora Resources Code of Conduct, the Board

setsthe Company’s purpose, values, and standards for the

Group’s directors, employees, contractors, consultants and

agents. The Company’s purpose and values are detailed on

page 1. The Board is committed to acting in accordance with

these values, championing, and embedding these in the

organisation. The Board assesses and monitors the ongoing

alignment of the Company’s culture with its purpose, values

and standards. TheCompany has an open culture where

employees are encouraged to provide their views on strategic

direction and ways in which communication can be improved.

This is overseen by the Designated Non-Executive Director

responsible for workforce engagement, as described below

in“stakeholder engagement” and on page 49.

Company performance and risk management

The Board oversees the Company’s performance and reviews

material investments at several stages prior to transacting. It

aims to make informed, quality decisions in a timely manner,

toachieve the Company’s objectives, in alignment with our

purpose, values and strategy.

The role of the Board in establishing and monitoring the

internal control environment is set out in more detail on page

91. The way in which the Company assesses and manages risk is

set out in the Principal Risks and Uncertainties section on

pages 63 to 67.

The formal schedule of matters reserved for the board’s

decision, available on our website: www.ecora-resources.com/

aboutus/governance, covers areas including: setting the

Group’s purpose and strategic vision; monitoring performance

of the delivery of the approved strategy; approving major

investments, acquisitions and divestments; the oversight of

riskand the setting of the Group’s risk appetite; and reviewing

the Group’s governance framework.

Stakeholder engagement

The Group recognises the importance of developing a fuller

understanding of its business model and risks amongst

investors, through effective two-way communication with fund

managers, retail and institutional investors and analysts. This is

particularly important in ensuring that the Company’s values

and objectives are aligned with our current and prospective

stakeholders, as further explained in our section 172 (1)

statement, set out on page 48.

Non-Executive Director engagement with employees

The Company’s small number of employees are centrally

located at the Company’s Head Office, which aids regular direct

engagement with the whole Board. Since 2018 the role of

Designated Non-Executive Director responsible for workforce

engagement has been rotated between the Company’s

Non-Executive Directors to further enhance the Board’s

interaction with and exposure to the Company’s employees.

Mr.Stan was appointed Designated Non-Executive Director in

November 2020 and held a number of virtual and in-person

townhalls with all employees each year, with feedback from the

meeting and action items arising placed on the Board’s agenda.

Following Mr. Stan stepping down from the Board at the

conclusion of the 2023 Annual General Meeting, Mr. Dacomb was

appointed the Designated Non-Executive Director in May 2023.

83Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

CORPORATE GOVERNANCE CONTINUED

Executive Committee

Supports the Chief Executive Officer in fulfilling his duties. Responsible for formulating strategy, setting targets/budgets

andmanagingtheGroup’s portfolio of royalties and streams.

The Board

Board Committees

Chairman

Mr. Meier leads the Board, shaping the culture of the Boardroom to ensure the Directors function effectively as a team. His main

responsibilities include: chairing the Board and Nomination Committee and setting their agendas; Board composition encompassing Director

performance, induction, training and development and succession planning; supporting the Chief Executive Officer and his team;

engagementwith external stakeholders and attendance by the Board at shareholder meetings.

Senior Independent Director (SID)

Ms. Shine was appointed SID on 1 June 2023, following an orderly

transition from Mr. Rutherford.

The SID acts as a sounding board for the chairman and engages with

shareholders to develop a balanced understanding of their interests

and concerns. The SID leads the annual review of the performance of

the Chairman and is available to meet with shareholders as required.

Independent Non-Executive Directors

(NEDs)

The role of the NEDs is to support, constructively challenge, and

provide advice to executive management; effectively contribute

to the development of the Group’s strategy; scrutinise

performance of management and monitor the delivery of the

Group’s strategy.

Chief Executive Officer

Mr. Bishop Lafleche formulates and leads the implementation of the Group’s strategy as agreed by the Board, chairsthe Executive Committee

through which he carries out his duties and oversees corporate relations with shareholders and other stakeholders. He has overall

responsibility for the Group’s sustainability policy and practices.

Chief Financial Officer

Mr. Flynn is a member of the Executive Committee and plays a key role in the overall management and direction ofthe Group in partnership

with the Chief Executive Officer. He is responsible for devising and implementing theGroup’s financial strategy and policies.

Chief Executive Officer

Nomination

Committee

Responsible for the

composition of the Board

ensuring an optimum mix

of skills and experience;

succession planning for

the Board and senior

management; annual

effectiveness evaluation of

the Board, Committees

and individual Directors.

Audit

Committee

Oversight of financial

reporting, audit, internal

control and risk

management.

Sustainability

Committee

Responsible for the

development and

implementation of the

Group’s sustainability

strategy and overseeing

sustainability issues

including environment,

climate change and social

performance.

Remuneration

Committee

Designs the Group’s

overall remuneration

strategy and policy.

Setsthe remuneration

ofthe Executive

Directors,the Chairman,

senior management

andconsiders the

remuneration policy for

the wider workforce.

For more info see

pages94 to 95

For more info see

pages96 to 100

For more info see

pages101 to 102

For more info see

pages103 to 123

84 Ecora Resources PLC Annual Report and Accounts 2023

1. Board Leadership and Company

Purposecontinued

Stakeholder engagement continued

Non-Executive Director engagement with employees

continued

During 2023, Mr. Dacomb held two townhalls with the

Company’s employees. In addition to the townhalls, all

employees attend the semi-annual strategy sessions with the

Board, where they are encouraged to contribute to and

participate in the Board discussions. The terms of reference for

the Designated Non-Executive Director are available on the

Group’s website: www.ecora-resources.com/aboutus/

governance.

Community engagement

As a royalty and streaming company, we do not operate any of

the underlying assets within our portfolio. While this limits the

direct involvement the Group has with the communities

impacted by the operations underlying the portfolio, the Board

through the wider team, engages with mine operators seeking

to influence and encourage compliance with relevant

sustainability standards.

In 2023 we were pleased to partner with Vale, the operator of

the Voisey’s Bay mine, to donate to the Community Food Share

Association which manages the collection and distribution of

food through 54 foodbanks to more than 10,700 children,

women and men throughout Newfoundland and Labrador. We

are committed to investing in projects that have a positive

long-term impact on communities impacted by the operations

underlying our portfolio and are exploring projects that focus

on the provision of healthcare, education and nutrition.

In addition to partnering with our operating partners, our

employees in our London Headquarters have been encouraged

throughout 2023 to participate in community initiatives and

volunteering, further details of which are provided on page 54.

Investor engagement

The Group has an active engagement programme with

stakeholders across the investment community, including debt

providers, retail and institutional investors, sell-side analysts as

well as potential shareholders.

Our investor relations team manages the interaction with these

stakeholders through quarterly roadshow meetings,

presentations including at the time of the interim and full year

results, retail investor questions and answer sessions, as well as

regular attendance at industry conferences. Key topics covered

include market outlook, financial performance, updates on the

performance of and development at the operations underlying

the Group’s portfolio and governance matters.

In addition to the investor relations team, the Group has three

joint brokers, RBC Capital Markets, Berenberg and Peel Hunt,

and the Board remains satisfied that the United Kingdom,

Europe and North America, which are the jurisdictions likely

tomake up most of our shareholder base, are well covered

bybrokers with significant local expertise.

The Board receives a briefing at each meeting from the Head of

Investor Relations communicating the feedback from meetings

held with shareholders, commentary on the perception of the

Company, views expressed by the investment community,

media reports, share price performance and analysis, so as to

ensure that all Directors are made aware of the major

shareholders’ issues and concerns. In addition, the committee

chairs also engage with their relevant stakeholders and details

of this engagement are provided in each of the committee

reports on pages 93 to 123.

Annual General Meeting (AGM)

The Company’s AGM is the highlight of the year for the Board,

as it provides an excellent opportunity for active engagement

with investors and to further the investors’ understanding of

the current business activity of the Group. The Board values the

AGM as an opportunity for its retail shareholders to raise

questions and provide feedback to the Board. As the

attendance at the 2023 AGM was lower than in previous years,

additional avenues for engaging with our retail shareholders

were investigated resulting in an increase in question-and-

answer sessions through the Investor Meet Company platform,

which has been well received.

Our workforce policies and practices

Ecora’s core values and principles and the standards of

behaviour to which personnel across the Group are expected to

work, are set out in the Group’s Code of Conduct. These values

and principles are applied to our suppliers and our stakeholders.

The Group has detailed policies and procedures in place on a

range of relevant areas such as business ethics, diversity and

inclusion, insider dealing and share dealing and human rights

and modern slavery. The list of all the Group’s policies and

procedures can be found on the website www.ecora-resources.

com/aboutus/governance.

Depending on the nature of their role, Directors and employees

of the Group receive more detailed training on those policies

both as part of their induction process and Ecora’s ongoing

training programme. A corporate governance training

programme developed by the Company Secretary and General

Counsel in consultation with the Board is delivered annually,

which addresses regulatory updates and other topics such as

insider dealing, cybersecurity, and conflicts of interest.

85Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

1. Board Leadership and Company

Purposecontinued

Whistleblowing and anti-corruption policies and practices

All of the Company’s workforce related policies are approved by

the Board. The Board is ultimately responsible for our

whistleblowing process, with day-to-day oversight by the Audit

Committee and every member of the workforce has access to

“Safe Call” an independent third-party provider enabling all

employees to raise any matters of concern anonymously. There

were no instances of whistleblowing over the past year. In

addition to our whistleblowing policy, the Group also has in

place an anti-bribery, corruption and money- laundering policy.

Compliance training is conducted across the Group,

appropriate due diligence is carried out on counterparties and

suppliers, and there are anti-bribery and corruption provisions

in our agreements. Employee sign-off confirming their

observance of the Code of Conduct, anti-bribery, corruption

and money-laundering policy and the gifts and hospitality

standard is conducted on an annual basis.

Conflicts of interest

In accordance with the Companies Act 2006 and the Articles of

Association, conflicts of interest must be authorised by the

Board and this ensures that the influence of third parties does

not compromise the independent judgement of the Board.

Directors are required to declare any potential or actual

conflicts of interest that could interfere with their ability to act

in the best interests of the Group. The Company Secretary and

the General Counsel maintain a conflicts register, which is a

record of actual and potential conflicts, together with any Board

authorisation of the conflict. The authorisations are for an

indefinite period but are reviewed annually by the Board, which

also considers the effectiveness of the process of authorising

Directors’ conflicts of interest. The Board retains the power to

vary or terminate these authorisations at any time.

2. Divisions of responsibility

The Chairman, Mr. Meier, leads the Board and is responsible for

its overall effectiveness. He was independent on the date of his

appointment. He recognises the importance of creating a

boardroom culture which encourages openness and debate

and facilitates constructive relations between Executive and

Non-Executive Directors. As Chair Designate, Mr. Webb brings

with him a wealth of industry and leadership experience that

will continue to foster a constructive relationship between the

executive and non-executive directors, which encourages

rigorous challenge while providing the necessary support to

execute the Group’s strategy.

The Chairman is responsible for: the management of the Board

and its committees; Director performance; induction; training

and development; succession planning; engagement with

external stakeholders and attendance by the Board at

shareholder meetings. The Chairman is supported by the

Senior Independent Director, the Chief Executive Officer, the

Company Secretary and the General Counsel.

The day-to-day management of the Group is delegated to the

Chief Executive Officer (‘CEO’), save for certain matters reserved

for consideration by the Board. The Chairman and CEO have

distinct roles which have been defined in writing and agreed by

the Board. The CEO supported by the Chief Financial Officer,

General Counsel and Investment Manager, form the Executive

Committee. The Executive Committee is responsible for

formulating the Group’s strategy, setting budgets, and

managing the Group’s portfolio of royalties and metal streams.

Other responsibilities are devolved to the Nomination,

Remuneration, Audit and Sustainability Committees; their

members are all Non-Executive Directors, save for the

Sustainability Committee where the CEO is a member, and their

work is described more fully in the respective committee

reports on pages 83 to 123. The terms of reference of each

Committee, and the matters reserved to the Board, are

available on the Group’s website.

The Senior Independent Director, Ms. Shine, is responsible for

acting as a sounding board for the Chairman and engages with

shareholders to develop a balanced understanding of their

interests and concerns. The Senior Independent Director is not

required to seek meetings with shareholders, but is available to

do so if required in order to understand shareholder concerns

and take them to the Board for discussion.

Time commitment

All potential new Directors are asked to disclose their other

significant commitments. The Nomination Committee then

takes this into account when considering a proposed

appointment to ensure that the potential new Directors can

discharge their responsibilities to Ecora Resources effectively.

This means not only attending and preparing for formal Board

and Committee meetings, but also making time to understand

the business, and to undertake training. The time commitment

is agreed with each Non-Executive Director on an individual

basis. In addition, all Directors must seek approval before

accepting any significant new commitment.

Where circumstances require it, all Directors are expected to

commit additional time as necessary to their work on the

Board. The Company Secretary and the General Counsel

maintain a record of each Director’s commitments. For the year

ended 31 December 2023 and as at the date of publication, the

Board is satisfied that none of the Directors is over-committed

and that each of the Directors allocates sufficient time to his or

her role in order to discharge their responsibilities effectively.

CORPORATE GOVERNANCE CONTINUED

86 Ecora Resources PLC Annual Report and Accounts 2023

Directors’ attendance at Board and Committee meetings which they were eligible to attend during 2023 was as follows:

Independent Full Board Audit Nomination Remuneration Sustainability

N.P.H. Meier N/A 5/5 — 5/5 — —

M. Bishop Lafleche No 5/5 — — — 4/4

K. Flynn No 5/5 — — — —

C. Coignard Yes 5/5 — 5/5 4/4 4/4

R.G. Dacomb Yes 5/5 6/6 5/5 4/4 —

J.E. Rutherford Yes 5/5 6/6 5/5 4/4 4/4

R.H. Stan

Yes 2/2 2/2 1/1 2/2 2/2

V. Shine Yes 5/5 6/6 5/5 4/4 —

A.R.K. Webb

Yes N/A N/A N/A N/A N/A

1 R.H. Stan stepped down from the Board, Audit, Nomination, Remuneration and Sustainability Committees on 10 May 2023, having served nine years.

2 A.R.K. Webb was appointed to the Board and Nomination Committee on 15 January 2024.

3. Composition, Succession and Evaluation

Appointments to the Board

All Directors are subject to election by shareholders at the first

opportunity after their appointment. Under the terms of the

Company’s Articles of Association, all Directors are required to

retire and seek reappointment by shareholders at an AGM on

the third anniversary of their appointment. All current Non-

Executive Directors were appointed for an initial three-year

term, renewable at the Board’s discretion for up to two further

three-year periods thereafter, and the Board intends that all

future Non-Executive Director appointments will be on similar

terms. Notwithstanding this, it is the Board’s intention that all

Directors, including the Non-Executive Directors, shall be

subject to re-election at each AGM.

The Nomination Committee ensures a formal, rigorous and

transparent procedure for the appointment of new Directors.

Itis also responsible for Board and senior management

succession planning, regularly assessing the balance of skills,

experience, knowledge, diversity and capacity required to

oversee the delivery of Ecora Resources’ strategy.

The remit of the Nomination Committee includes reviewing

proposals for appointments to the Executive Committee, and

monitoring senior management succession planning, including

ensuring that both of these are based on merit and objective

criteria and within this context seeks to promote diversity of

gender, social and ethnic backgrounds, cognitive and personal

strengths. All Non-Executive Directors are members of the

Nomination Committee. The Committee is chaired by the

Chairman, apart from when the Committee is dealing with the

appointment of his or her successor. The Nomination

Committee report on page 94 details the process followed by

the Committee to identify a successor for Mr. Meier who will

step down from the Board at the conclusion of the 2024 Annual

General Meeting, having served for nine years.

Board diversity policy statement: gender and

ethnicity targets

The Board is committed to ensuring that it has the right

balanceof skills, experience and diversity to ensure it is

equipped to successfully execute the Group’s strategy. The

Board acknowledges the targets of the FTSE Women Leaders

and Parker reviews on gender and ethnic diversity, together

with the targets in the UK Listing Rules, however, two out of

thethree targets are not currently met.

Following the appointment of Ms. Shine as Senior Independent

Director on 1 June 2023, at the date of this report, the Company

meets the UK Listing Rule target that at least one of the senior

positions on the Board (defined under the Listing Rules as the

chair, chief executive officer, senior independent director or

chief financial officer) is held by a woman.

87Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

3. Composition, Succession

and Evaluationcontinued

Appointments to the Board continued

Board diversity policy statement: gender and

ethnicity targets continued

The Company does not currently meet the UK Listing Rule

targets that at least 40% of the board are women and at least

one board director is from a non-White ethnic minority

background. At the date of this report, two (25%) of the eight

Directors are female, while no Board members identify as

minority ethnic.

Appointments to the Board will continue to be made on merit

following rigorous search processes, ensuring the overall

composition of the Board and its committees continue to

reflect an appropriate mix of capabilities, experience and

diversity (of gender, ethnicity, nationality, age and perspectives).

The natural evolution in the Board composition will provide the

Nomination Committee with the opportunity to consider and

balance achieving the two targets not currently met against the

replacement of the capabilities and skills lost as a result of

retirements from the Board.

The additional diversity data required under the UK Listing

Rules is set out on page 88. Further details on the Group’s

approach to diversity, inclusion and equal opportunity,

including the gender diversity of our wider workforce can be

found on page 53.

Skills, experience and knowledge of the Board and

itscommittees

The Group’s succession planning aims to bring a diverse and

complementary range of skills, knowledge and experience to

the Board, so that the Board is equipped to navigate current

and future challenges, and maximise value from current and

future opportunities. Achieving the right blend of skills,

experience, knowledge and diversity to support effective

decision-making is a continuing process and forms part of the

annual Board effectiveness review, which also attempts to

identify any skills gaps.

The Chairman regularly reviews the Directors’ training needs and,

where appropriate, the Group provides the resources to meet the

Directors’ requirements. At least biannually external subject

matter experts are engaged to update and advise the Board on

governance and secretarial changes. In addition, the Board has in

place a formal induction process for new Directors on joining the

Board, which is tailored to the needs of the individual.

Board experience and diversity

Name

Core

Industry

Financial,

Audit &

Risk

Legal/

Public

Policy

Senior

Executive

Environmental

& Social

Technical/

Engineering

M&A/

Capital

Markets

International

Markets

Health &

Safety

P. M ei e r  — —  — —   —

V. Shine  — —   —   —

M. Bishop Lafleche



— —



— —

 

—

K. Flynn   —  — —   —

C. Coignard  — —   —   —

G. Dacomb   —  — —   —

J. Rutherford  — —   —   —

A. Webb  — —  — —   —

CORPORATE GOVERNANCE CONTINUED

Gender diversity

Female 29%

Male 71%

88 Ecora Resources PLC Annual Report and Accounts 2023

Independence of the Non-Executive Directors

Throughout 2023 and as at the date of this report, at least half

of the Board are independent Non-Executive Directors. The

Board determines all of the Non-Executive Directors (other

than the Chairman) to be independent of management and free

from any business or other relationship which could materially

interfere with the ability to exercise independent judgement.

The Code does not consider a chairman to be independent due

to the unique position the role holds in corporate governance.

Mr. Meier met the independence criteria contained in the Code

when he was appointed as the Group’s Chairman in 2017.

On 30 April 2024, Mr. Meier will have served on the Board for

nine years. As a result, Mr. Meier will not be standing for

re-election at the Company’s AGM in May 2024 and will step

down from the Board at that time. Mr. Webb who was

appointed to the Board on 15 January 2024 will succeed Mr.

Meier as the Group’s Chairman and meets the independence

criteria contained in the Code.

To ensure the continued effectiveness of the Board, the

Chairman and the Non-Executive Directors regularly meet

without the Executive Directors present. The Chairman also

meets each of the Non-Executive Directors, at least annually.

On an annual basis, the Senior Independent Director leads the

other Non-Executive Directors in the appraisal of the

Chairman’s performance.

Board effectiveness

A Board and Committee effectiveness evaluation is carried out

each year. The evaluation considers (but is not limited to): the

balance of Board members’ skills and experience; independence;

diversity; the running of the Board; and Directors’ knowledge of

the Company. Every third year, the Board evaluation is externally

facilitated. In 2023, an external evaluation exercise was

undertaken. The process for how the review was conducted and

its findings are detailed below.

The 2023 Board evaluation was externally facilitated by Bvalco

Limited, a consultancy with no other connection to the Company

or any of the Directors, and conducted in accordance with

guidance contained in the Code. Bvalco Limited were appointed

after a competitive tender process involving three consultancies.

Process

In October 2023, the evaluation team met with the Chairman,

Senior Independent Director, Chief Executive Officer, Chief

Financial Officer and Company Secretary to agree a

comprehensive brief and agenda for the review. Detailed

interviews were held with each Director, according to a set

agenda tailored to the Company. In addition, the evaluation

team interviewed the Company Secretary, Investment Manager,

General Counsel and Head of Investor Relations.

In November 2023, the evaluation team observed Board and

Committee meetings, together with the Group’s strategy

session. Supporting materials for briefing purposes were

provided by the Company. Following completion of the exercise,

the evaluation team collated the results and draft conclusions

were discussed with the Chairman, prior to presenting the

results at a meeting of the full Board in December 2023.

Key highlights

The review confirmed that the Board is believed to be effective

and well-functioning, with some very experienced and

knowledgeable independent Non-Executive Directors bringing

a variety of expertise and perspectives to the Group, all under

the leadership of Mr. Meier who is highly respected by his fellow

Directors and the wider Ecora team.

The most positive feedback from the Board was on the

following aspects:

n Board composition, especially the diversity of experience and

thinking amongst the independent Non-Executive Directors;

n the independent Non-Executive Directors’ strength in

developing the Executive Directors and wider team; and

n the Board’s culture.

There were some improvement recommendations identified in

the areas of strategy, Non-Executive Director engagement with

the wider team and Board processes, that will be a focus for

2024.

Committee effectiveness in 2023

The effectiveness of the Committees was also externally

reviewed in 2023. All Committees were believed to be

performing well and were appropriately constituted.

Audit Committee

The external effectiveness review confirmed that the

Committee Chair is high performing and well regarded by the

Board and the wider team. The focus area for 2024 will be

ensuring an effective transition of the external auditors.

Remuneration Committee

The external effectiveness review confirmed that the

Committee Chair is high performing and well regarded by the

Non-Executive and Executive Directors. The focus areas for

2024 will be ensuring all stakeholders understand and support

the new remuneration policy to be voted on by shareholders

atthe 2024 Annual General Meeting.

Sustainability Committee

The external effectiveness review confirmed that the Committee

Chair is high performing and well regarded by the Board and the

wider team. The focus area for 2024 will be engaging at a deeper

strategic level with the Board to further ingrain the sustainability

link to the Group’s strategic growth objectives.

Nomination Committee

The external effectiveness review confirmed that the

Committee has been well led, organised and thorough in its

oversight of the succession process for the Chairman. The focus

areas for 2024 will be to ensure the orderly transition between

Chairmen and ongoing review of the Board composition.

Actions taken in 2023 to address the areas identified by the

Board as effectiveness priority areas following the internal 2022

evaluation are summarised below.

89Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

3. Composition, Succession and Evaluationcontinued

Board effectiveness continued

Actions taken in 2023 to address the areas identified by the Board as effectiveness priority areas following the internal 2022

evaluation summarised below.

Topic Areas identified for action Actions taken in 2023

Strategy Strategy will continue to be of the highest

priority to ensure we are optimally positioned

to benefit from opportunities to grow and

improve our stakeholder experience in a

changing world as well as ensuring we are well

prepared for unexpected challenges.

Strategic matters were discussed at every Board

meeting, in addition to the dedicated strategy

sessions held in May and November 2023.

The Board discussed the progress towards delivering

the Group’s strategic objectives and reaffirmed the

Group’s purpose, vision and strategy.

Succession planning

and development

The Board is committed to continuously

reviewing its composition in terms of skills,

experience, diversity and perspective.

As part of the orderly succession process, the

Nomination Committee led by the Senior

Independent Director, Ms. Shine, and the Executive

Directors agreed the skills and experience considered

necessary for the role of Chairman, culminating in the

appointment of Mr. Webb on 15 January 2024.

Building on the priority areas and actions taken in 2023, and taking into account the findings of the 2023 review, the Board has

identified the following effectiveness priorities for 2024:

Topic Areas identified for action

Strategy Continue to focus the majority of the Board’s time on further developing the Group’s growth strategy,

led by the Chief Executive Officer in collaboration with the Chairman and supported by the Non-

Executive Directors leveraging their experience.

People Facilitate increased contact between the Non-Executive Directors and the wider team, with a

particular focus on the non-Board members of the Executive Committee and senior management

team.

Director development Strengthen the ongoing development of the Board Directors to more effectively leverage the diversity

of thought on the Board.

Board information and support

All Directors have full and timely access to the information

required to discharge their responsibilities fully and effectively.

They have access to the advice and services of the Company

Secretary, other members of the Group’s senior management

team and employees, and external advisers. Directors may take

independent professional advice in the furtherance of their

duties, at the Company’s expense.

Where a Director is unable to attend a Board or Committee

meeting, he or she is provided with all relevant papers and

information relating to that meeting and encouraged to discuss

issues arising with the respective chairs and other Board and

committee members. In 2023, all Directors attended 100% of

the meeting they were eligible to attend, as evidenced in the

table on page 87.

All Non-Executive Directors are provided with access to papers

for each of the Board’s committees, including those who do not

serve as members of those committees. Non-Executive

Directors regularly attend meetings of the Board’s Committees

they do not serve on, at the invitation of the respective

Committee Chair.

Board induction and development

Following appointment and as required, Directors receive

training and development appropriate to their level of

experience and knowledge. This includes the provision of a

comprehensive, tailored indication programme and individual

briefings with the Executive Directors, members of the senior

management team and their respective team members to

provide newly appointed Directors with information about

theGroup’s business, culture and values, and other relevant

information to assist them in effectively performing their

dutiesand contributing to Board discussions.

CORPORATE GOVERNANCE CONTINUED

90 Ecora Resources PLC Annual Report and Accounts 2023

4. Audit, Risk and Internal Control

Internal and external audit

The Audit Committee monitors the independence and

effectiveness of the external auditors, and makes an annual

assessment of whether an internal audit function is required.

The Audit Committee is responsible for reviewing key

judgements within the Group’s financial statements and

narrative reporting, with the aim of maintaining the integrity

ofthe Group’s financial reporting.

The Group’s policies and system of internal control are

designed to provide the Directors with reasonable assurance

that the Group will not be hindered in achieving its business

objectives, or in the orderly and legitimate conduct of its

business, by circumstances that may reasonably be foreseen.

However, no system of internal control can eliminate the

possibility of poor judgement in decision-making, human error,

fraud or other unlawful behaviour, management overriding

controls, or the occurrence of unforeseeable circumstances

and the resulting potential for material misstatement or loss.

The key elements of the Group’s control system in operation are:

n The Board meets regularly with a formal schedule of matters

reserved to it for decision and has put in place an

organisational structure with clear lines of responsibility and

appropriate delegation of authority.

n There are established procedures for planning and approving

investments and information systems for monitoring the

Group’s financial performance against budgets and forecasts.

n The Chief Financial Officer is required to undertake an annual

assessment process, to identify and quantify the risks that

face the Group’s businesses and functions, and to assess the

adequacy of the prevention, monitoring and mitigation

practices in place for those risks. This process covers all

material controls, including financial, operational and

compliance controls.

n The Board is responsible for reviewing the risk assessment

and risk management processes for completeness

andaccuracy.

n In addition to its work on the above, the Audit Committee

also receives reports about significant risks and associated

control and monitoring procedures. The Group’s internal

controls and procedures documentation are regular agenda

items for the Committee. The Committee also receives

regular reports from the external auditors.

n The Audit Committee reports regularly to the Board on

thesematters, so as to enable the Directors to review the

effectiveness of the system of internal control. The Board also

receives regular reports or updates from its other Committees

and directly from management in addition to carefully

considering the Group’s risk register at regular intervals.

n The Group’s internal control system accords with the Financial

Reporting Council’s Guidance on Risk Management, Internal

Control and Related Financial and Business Reporting.

There are no significant issues disclosed in the report and

financial statements for the year ended 31 December 2023 and

up to the date of approval of the report and financial

statements that have required the Board to deal with any

material internal control issues.

The Directors confirm that the Board has reviewed the

effectiveness of the system of internal control during the period

and concluded that the controls and procedures are adequate.

The Board will continue to review the adequacy of the

Company’s internal controls on an ongoing basis and will test

the controls and procedures again during 2024.

For further detail, please refer to the Audit Committee report

on pages 96 to 100.

Fair, balanced and understandable assessment

The Board is responsible for the presentation of a fair, balanced

and understandable assessment of the Company’s position and

prospects, not only in the annual report. The Company has a

thorough process in place for the preparation of the interim and

annual reports, together with quarterly trading updates and

other market announcements, to ensure that this is the case.

Risk management and internal control framework

The Board is ultimately responsible for aligning the risk appetite

of the Company with its long-term strategic objectives, taking

into account the principal and emerging risks faced by the

Company and the risks it is willing to take in achieving its strategic

objectives and how these support the Group’s longer-term

Viability Statement. The Board has risk as a regular agenda item

in order to identify and respond to significant andsudden

changes which may impact the Group’s ability to achieve its

strategic objectives, as and when they materialise. The Audit

Committee monitors the work that the Board does in relation

torisk on a regular basis.

The Group’s principal risks are discussed in detail on pages 63

to 67. These are determined based on two formal reviews

undertaken each year.

5. Remuneration

The Remuneration Committee is responsible for establishing

and developing the Group’s general policy on executive and

senior management remuneration, together with determining

the specific remuneration packages for the Chairman, Executive

Directors and members of the Group’s Executive Committee.

Indetermining the executive remuneration, the level of pay and

conditions throughout the Group are taken into consideration.

In addition to the consideration given to the remuneration of

the wider workforce, the Remuneration Committee consults

with the Company’s shareholders to obtain feedback on the

existing remuneration policy and any revisions. Further details

on the Remuneration Committee’s work in 2023, together with

the revised remuneration policy, are set out on pages 103

to123.

N.P.H. Meier

Chairman

26 March 2024

91Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

BOARD OF DIRECTORS

1 – N.P.H. Meier

Chairman, 74

Appointed Non-Executive Director in April

2015 and assumed the role of Non-Executive

Chairman at the conclusion of the 2017 AGM.

Mr. Meier has over 30 years of experience in

investment banking with specialist knowledge

of the mining sector. He has an MA in Natural

Sciences from Cambridge University. Mr. Meier

headed up the investment banking activities

for RBC Capital Markets in Europe and Asia

and drove a major expansion of RBC’s

European presence. Prior to this role, he

headed up RBC’s activities in the Metals and

Mining sector in Europe, Africa and Asia for

many years, and continues to enjoy strong

relationships within the sector. Mr. Meier also

served as a Director on the Board of RBC’s

main operating subsidiary in Europe.

2 – M. Bishop Lafleche

Chief Executive Officer, 40

Joined the Board as Chief Executive Officer

on1 April 2022.

He brings a deep understanding of the royalty

and stream sector, Ecora Resources’ current

portfolio as well as its culture and values

developed over the past nine years. Mr Bishop

Lafleche joined Ecora Resources in 2014 and

was instrumental in the recent transformational

Voisey’s Bay cobalt stream acquisition which

completed in March 2021, pivoting the Group

towards 21st century commodities and away

from its coal heritage. Prior to joining the

Group, he worked at Citigroup primarily in the

Metals & Mining Investment Banking team as

well as in the European Leveraged Finance

team, where he worked on a variety of M&A

transactions as well as debt and equity

financings for clients across the Metals &

Mining and other sectors. He has an MSc in

Banking and International Finance from Bayes

Business School and a BA (Hons) in Political

Science from the University of Western Ontario,

and became a CFA charterholder in 2013.

3 – K. Flynn

Chief Financial Officer, 43

Joined Ecora Resources as Chief Financial

Officer in January 2012, and was appointed

Executive Director in January 2020.

Mr. Flynn is a member of the Executive

Committee and plays a key role in the overall

management and direction of the Company

inpartnership with the Chief Executive Officer.

He is a Chartered Accountant with 20 years

ofexperience of corporate finance both in

practice and in the London listed market,

having held senior roles within FTSE 100 and

FTSE 250 real estate businesses. In his time

with Ecora Resources, he has originated and

negotiated all of the Group’s borrowing

facilities and played a leading role in raising

equity. Mr. Flynn is closely involved in all

investment decisions and in driving the

Company’s strategy.

92 Ecora Resources PLC Annual Report and Accounts 2023

Appointed Non-Executive Director and Chairman Designate

inJanuary 2024.

Mr. Webb has over 25 years’ experience in corporate finance and

capital markets with significant financial and natural resources

experience. He has a BA in Natural Sciences from the University

of Cambridge and was previously a Managing Director at

Rothschild & Co in the Global Advisory team, where he worked

for 25 years until 2018. During this time, Mr. Webb advised

governments, private and listed companies and joint ventures on

strategy, fundraising, debt financing, mergers, on and off-market

acquisitions, disposals and restructurings. Mr. Webb currently

serves as Chairman of Kenmare Resources plc and acts as a

Non-Executive Director of a number of private and not for

profitcompanies.

Committee membership:

Audit

Remuneration

Nomination

Executive

Sustainability

Chair

4 – J.E. Rutherford

Independent Non-Executive Director, 64

Appointed Non-Executive Director in October 2019.

He has over 25 years’ experience in investment banking and investment

management, specialising in the global mining and metals sector, and

brings to the Board considerable financial insight from the perspective

of the capital markets, together with a deep understanding of the

mining industry. Mr. Rutherford currently serves as Non-Executive

Chairof Centamin plc, the UK-listed gold producer, and as a Director of

Manara Minerals Investment Co., based in Saudi Arabia. He served as a

non-executive director of Anglo American plc from 2013 to 2020; as the

lead independent director of GT Gold Corp from 2019 to 2021 when it

was taken over by Newmont Corporation; and stepped down as a

non-executive director of Evraz plc in March 2022 having served on the

board since June 2021. Previously, from 1997 to 2013, he was Senior Vice

President with Capital International Investors, a division of Capital

Group, and before that was Vice President of Equity Research at the

investment bank HSBC James Capel in New York and held investment

analyst roles with Credit Lyonnais and with mining industry consultant

CRU international.

5 – C. Coignard

Independent Non-Executive Director, 60

Appointed Non-Executive Director in January 2023.

She has over 30 years’ experience in the finance and mining sectors.

Ms.Coignard is Founder and Managing Director of Coignard & Haas

GmbH, a strategy and corporate finance advisory firm specialising on

emerging markets and on a range of commodities including nickel,

copper, gold, PGMs, lithium, iron ore, PGMs and rare earths. She has

worked as Managing Director of HCF International Advisers, a leading

independent strategic and corporate finance adviser to the metals and

mining sector. Prior to that Ms. Coignard was Head of Investment,

Strategy and Corporate Finance at Norilsk Nickel PJSC following several

years of serving in various risk, project finance and corporate finance

roles at the Royal Bank of Canada, Société Générale and Citi. Between

2014 and 2020 she was an Independent Non-Executive Director of

Polymetal International Plc, serving as a member of the Audit and Risk

Committee, the Nomination Committee and the Remuneration

committee throughout this period, chairing the Remuneration

Committee from 2015 to2020. Between 2014 and 2018 Christine was

also Polymetal’s Senior Independent Director. Ms. Coignard is currently

a Non-Executive Director of Eramet SA where she is a member of the

Nomination Committee, the Strategy and Sustainability Committee, and

the Audit, Risk, and Ethics Committee. Christine is also a Non-Executive

Director of Rigel Resources Acquisition Corp. since 2021, a SPAC listed

on the NYSE.

6 – R.G. Dacomb

Independent Non-Executive Director, 68

Appointed Non-Executive Director in November 2019.

He was a partner at Ernst and Young for 26 years where, for his last 12

years, he was a lead partner in the extractive industry, responsible for

coordinating the provision of a full suite of services to multinational

mining and oil and gas clients including Xstrata, Fresnillo, and BP across

a broad range of countries including emerging markets. In addition to

audit services, Mr. Dacomb provided critical advice for his clients on

corporate governance structures, risk management, acquisitions,

disposals and financial systems and controls. From 2011 to 2018, Mr.

Dacomb was a member of the Financial Reporting Review Panel. Mr.

Dacomb was a Non-Executive Director of Ferrexpo plc from June 2019 to

December 2023, where he also served as Chair of the Audit Committee.

7 – V. Shine

Senior Independent Director, 60

Appointed Non-Executive Director in August 2021.

She is also the Group’s Senior Independent Director and chair of the

Remuneration Committee. Ms. Shine is a highly experienced mining

non-executive director, executive mentor and mining industry adviser

with a career spanning 30 years. Previously she was CEO of De Beers

Trading Company where she worked with stakeholders across the

supply chain to introduce new distribution and price strategies for the

business. She has worked extensively as an executive mentor focusing

on leaders and business growth and transformation and has previously

been a Non-Executive Director of Lonmin PLC. In addition to her role at

Ecora Resources, Ms. Shine was appointed Chair of the board of Petra

Diamonds plc in November 2023 where she also serves as Chair of the

Nomination and Investment Committees. Ms. Shine is also Lead

Independent Director and Remuneration Committee Chair of Sarine

Technologies, and trustee of the Teenage Cancer Trust.

A.R.K. Webb

Chair Designate, 56

NEW MEMBER

93Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

NOMINATION COMMITTEE

Role and responsibilities

The role of the Nomination Committee is to review

thecomposition of the Board and of its committees.

TheCommittee leads the process for appointments and

makesrecommendations to the Board as part of succession

planning for both Non-Executive and Executive Directors.

Italsomonitors the succession planning and development

ofseniormanagement.

The Committee’s objectives and responsibilities are set out in

our terms of reference, which are available to view online.

For more information, visit www.ecora-resources.com/about-us/

governance/our-committees

Committee focus in 2023

The Committee met five times during 2023. Discussions at the

meetings covered the responsibilities outlined above, with

aparticular focus on Non-Executive Director succession

planning and committee membership.

The following matters were considered during 2023:

n The composition, structure and size of the Board and

itscommittees, and the leadership needs of the Group.

n Recommending to the Board the appointment of Ms. Shine

asthe Senior Independent Director.

n The planned succession of the Chairman, including approving

the appointment of Independent Search Partners as external

search consultants to facilitate the search process for the

Chairman Designate.

n Recommending to the Board the appointment of Mr. Webb

asa Non-Executive Director and Chairman Designate from

15January 2024.

n The time commitment expected from each of the

Non-Executive Directors to meet the expectations of

theirroles.

n Recommending that the Board support the election or

re-election of each of the Directors standing at the 2023

AGM. The length of tenure of Non-Executive Directors

wastaken into account when considering to support their

re-election, to ensure they remain independent and

recognising the need to progressively refresh the Board.

n Succession planning for both the Non-Executive and

Executive Directors.

n Reviewing the Committee’s terms of reference.

Committee members

Meetings attended

N.P.H. Meier – Chairman 5/5

C. Coignard 5/5

R.G. Dacomb 5/5

J.E. Rutherford 5/5

V. Shine 5/5

R.H. Stan – retired

10May2023 1/1

A.R. Webb – appointed

15January 2024 —

The Chief Executive Officer, Chief Financial

Officer and the Company Secretary also

participate in meetings of the Committee,

when relevant to do so.

For more on biographies and Board

experience details refer to pages 92 to 93

94 Ecora Resources PLC Annual Report and Accounts 2023

Process used in relation to Non-Executive

Boardappointments

We base our appointments to the Board on merit making use

ofobjective selection criteria, with the aim of optimising the mix

of skills, experience, diversity and perspectives necessary for

Ecora Resources to achieve its strategic objectives now and

inthe future.

As highlighted in the 2022 Annual Report and Accounts, the

Company’s Chairman, Mr. Meier will step down from the Board

at the conclusion of the 2024 Annual General Meeting, having

served for nine years. As part of an orderly succession process,

Independent Search Partners were appointed in the second half

of 2023 to assist with the search process. Independent Search

Partners has previously worked for the Group in recruiting for

non-executive and senior leadership appointments and accordingly

has a good understanding of the Board’s requirements. They

are accredited under the UK Government’s Voluntary Code of

Conduct for Executive Search Firms and have no connections

with Ecora Resources PLC or its Directors.

Prior to the search commencing, the Nomination Committee

led by the Senior Independent Director, Ms. Shine, agreed the

skills and experience it considered necessary for the role of

Chairman and provided this to Independent Search Partners.

Alonglist of gender and ethnically diverse candidates was then

identified by Independent Search Partners and discussed with

the Committee to agree a shortlist to be interviewed. Shortlisted

candidates were interviewed by the Senior Independent

Director, Ms. Shine and Mr. Rutherford who recommended the

final four candidates to be interviewed by members of the

Committee and other Board members, culminating in the

appointment of Mr.Webb on 15January2024. Mr. Webb’s

biography can be found on page93.

N.P.H. Meier

Chairman of the Nomination Committee

26 March 2024

The findings of the 2023 External Board and Committee

effectiveness review are set out on pages 89 to 90.

Information on the Group’s policy on inclusion and diversity,

andthe details of Ecora Resources’ gender balance, can be found

on page88. The numerical data required by Listing Rule 9.8.6R(10)

can be found on pages 126 to 127.

We continue to optimise

the mix of skills,

experience, diversity and

perspectives necessary

for Ecora to achieve its

strategic objectives now

and in the future.”

N.P.H. Meier

Chairman of the Nomination Committee

95Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

AUDIT COMMITTEE

Role and responsibilities

The Committee’s objectives and responsibilities are set out

inits terms of reference, which are available to view online.

For more information, visit www.ecora-resources.com/about-us/

governance/our-committees

The Committee’s main responsibilities are:

n monitoring the integrity of the annual and interim financial

statements, the accompanying reports to the shareholders

and corporate governance statements;

n making recommendations to the Board concerning the

adoption of the annual and interim financial statements;

n reviewing and challenging the consistency of, and any

changes to, accounting policies, methods and standards;

n overseeing the Group’s relations with the external auditor,

including the assessment of their independence and

theireffectiveness;

n making recommendations to the Board on the appointment,

retention and removal of the external auditor and the

tendering of the external audit;

n advising the Board on the external auditor’s remuneration

forboth audit and any non-audit work;

n reviewing the reports from management on the principal

risks of the Group outlined on pages 63 to 67 and monitoring

the management of those risks;

n monitoring and reviewing the adequacy and effectiveness

ofthe Group’s internal controls;

n considering the need for an internal audit function and

reviewing the Group’s approach to assessing the effectiveness

of internal controls in the absence of an internal auditfunction;

n reviewing and challenging management’s assumptions

underlying the going concern assessment, together with

overseeing completion of the Viability Statement;

n reviewing and monitoring the Group’s whistleblowing

procedure and the Group’s systems and controls for the

prevention of bribery, corruption and money laundering;

The Committee has authority to investigate any matter within

its remit. It has the power to use any Group resources it may

reasonably require and it has direct access to the external

auditor. The Committee can also obtain independent professional

advice at the Group’s expense where it deems necessary. The

Committee chairman reports to the Board after each meeting

on the main items discussed.

Committee members

Meetings attended

R.G. Dacomb* – Chairman 6/6

J.E. Rutherford 6/6

V. Shine 6/6

R.H. Stan – retired 10 May 2023 2/2

* The Chairman of the Audit Committee is

deemed to have recent and relevant financial

experience in accordance with the UK Corporate

Governance Code. The Committee as a whole

has competence relevant to the sector.

The Chairman, the Chief Executive Officer,

the Chief Financial Officer, the General

Counsel, the Group Financial Controller and

Company Secretary and the external auditor

also participate in meetings of the

Committee, as required.

For more on biographies and Board

experience details refer to pages 92 to 93

96 Ecora Resources PLC Annual Report and Accounts 2023

Fair, balanced and understandable

A key requirement of the Group’s annual financial statements is that they be fair, balanced, understandable and provide the

information necessary for shareholders to assess the Group’s position, performance, business model and strategy. The Audit

Committee and the Board are satisfied that the 2023 Annual Report and Accounts meet this requirement and that appropriate

weight has been given to both positive and negative developments in the year.

In justifying this statement, the Audit Committee has considered the robust processes which operate in producing the 2023 Annual

Report and Accounts, including:

n early engagement with the external auditor on significant accounting matters by the finance team in advance of the year end

reporting process;

n the thorough process of review, evaluation and verification by senior management to ensure the accuracy and consistency

ofinformation presented in the 2023 Annual Report and Accounts;

n the provision of advice by external advisers to management and the Board on best practice regarding the preparation of the

2023 Annual Report and Accounts;

n a meeting of the Audit Committee held specifically to review and consider the draft 2023 Annual Report and Accounts in advance

of the final sign-off by the Board. This review included the significant accounting matters explained in the notes to the

consolidated financial statements;

n consideration by the Audit Committee of the conclusions of the external auditor on the key audit matters that contributed

totheir audit opinion, specifically the assessment of the Group’s royalty intangible assets and metal stream for indicators

ofimpairment and the valuation of the Kestrel royalty.

Committee focus in 2023

Throughout 2023, the Audit Committee focused on the valuation of the Kestrel royalty and the Group’s royalty financial instruments,

management’s assessment for indicators of impairment in relation to the Group’s royalty intangible assets and metal stream, the

accounting classification and treatment of the Vizcachitas royalty acquired from Los Andes Copper Ltd and taxation matters. In

addition, the Committee reviewed the system of internal control and risk management.

The Audit Committee held six meetings in 2023 and has met twice to date in 2024, covering the key topics set out in the tablesbelow.

Significant issues considered by the

Audit Committee in relation to the

Group’s financial statements Response of the Audit Committee

Assessment for indicators

of impairment in relation

to the Group’s royalty

intangible assets and

metal stream

The Committee reviewed management’s assessment for indicators of impairment in relation to the

Group’s royalty intangible assets and metal stream, and challenged management’s key assumptions

including production profiles, future commodity prices and nominal discount rates used to estimate

therecoverable amount of each royalty and compared this to the respective carrying value.

The Committee reviewed the disclosures related to the Group’s impairment policy outlined in note 3

andthe fact that no impairment charge has been recognised as described in note 16 and 18 for the

year ended 31 December 2023.

The Committee concluded that it was appropriate that no impairment charge was recognised during

the year ended 31December 2023 and that this has been adequately disclosed.

Review of carrying value

of the Kestrel steel-

making coal royalty

The Committee reviewed the independent valuation of the Group’s Kestrel steel-making coal royalty,

together withmanagement’s review and challenge of the key assumptions used by the independent

valuer, including management’s own assessment of the nominal discount rates and future commodity

prices used to determine the carrying value of the coal royalty as at 31 December 2023.

The Committee reviewed the disclosures related to the revaluation loss of $28.5m in relation

totheKestrel steel-making coal royalty described in note 15, for the year ended 31 December 2023.

The Committee concluded that the fair value has been calculated in accordance with the

Group’saccounting policy outlined in note 3, is appropriate as at 31 December 2023 and is

adequately disclosed.

Review of carrying

valueof royalty

financialinstruments

The Committee reviewed and challenged management’s key assumptions including production

profiles, future commodity prices and nominal discount rates used to determine the carrying value

of those royalties held at fair value.

The Committee reviewed the disclosures related to the revaluation loss of $3.1m in relation

toroyalty financial instruments, described in note 17 for the year ended 31 December 2023.

The Committee concluded that the fair value has been calculated in accordance with the

Group’saccounting policy outlined in note 3, is appropriate as at 31 December 2023 and is

adequately disclosed.

97Ecora Resources PLC Annual Report and Accounts 2023

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AUDIT COMMITTEE CONTINUED

Significant issues considered by the

Audit Committee in relation to the

Group’s financial statements Response of the Audit Committee

Review of accounting

classification and

treatment of

completedacquisitions

The Committee reviewed and challenged management’s accounting classification and treatment

ofthe Vizcachitas royalty acquired from Los Andes Copper Ltd for cash consideration of $20m.

The Committee concur with management’s classification of the Vizcachitas royalty as a royalty

intangible asset on the balance sheet, accounted for in accordance with IAS 38 – Intangibles, as

there is only a right to receive cash to the extent there is production and there are no interest

payments, minimum payment obligations or means to enforce production or guarantee repayment

under the royalty agreement.

The Committee reviewed the disclosures related to the acquisition detailed in note 18.

Group tax exposures The Committee considered management’s assessment of any potential or uncertain tax exposures.

The Committee challenged management, and its professional advisors, on tax positions taken and

concluded that the disclosures contained in notes 11 and 37, and are sufficient and that no

additional provision is appropriate.

Going concern basis of

accounting in preparing

the financial statements

The Committee reviewed and challenged the outcome of management’s half-yearly and year-end

reviews of current and forecast net debt positions, together with the headroom on existing

borrowing facilities and ongoing compliance with debt covenants.

The Committee also considered the outcome of management’s downside scenario analysis, which

included possible reductions in commodity prices and production volumes, before concluding that

the application of the going concern basis for preparation of the financial statements continued to

be appropriate.

Other issues considered by

theAuditCommittee Response of the Audit Committee

Application of the

policyfor calculating

adjusted earnings

The Committee reviewed the Group’s policy for the calculation of adjusted earnings and confirmed

the consistent application of this policy year on year.

Adjusted earnings is the profit/(loss) attributable to equity holders plus royalties received from

financial instruments carried at fair value through profit or loss, less all valuation movements and

impairments, amortisation charges, unrealised foreign exchange gains and losses, and any

associated deferred tax, together with any profit or loss on non-core asset disposals.

A reconciliation of adjusted earnings to profit/(loss) attributable to equity holders is presented innote 12.

Risk management The Committee reviews and monitors the mitigation plans in place and the appropriate senior

management responsibilities to address the principal risks (refer to pages 63 to 67 identified by

theBoard.

Viability Statement The Committee reviewed the time period over which the assessment is made, along with the

scenarios that are analysed, the potential financial consequences and assumptions made in the

preparation of the Viability Statement.

The Committee concluded that the downside scenarios analysed were sufficiently severe but

plausible and the time period of the Viability Statement was appropriate, given the alignment with

the budgeting process.

External audit In the second half of 2023, the Committee oversaw the formal tender process of the Group’s

external audit for the appointment of an external auditor for the 2024 financial year onwards, as

detailed in the “Audit tender and appointment of external auditor” section of this report.

The Committee reviewed and approved the planning report from the Group’s external auditor,

Deloitte LLP, outlining the final audit plan and fee, in December 2023, having given due

consideration to the audit approach, materiality levels and audit risks. In March 2024, the

Committee reviewed the output of the external audit work that contributed to the auditor’s opinion,

including the challenge to the Group’s assumptions on the issues noted in this report.

Internal audit The Committee considers on an annual basis whether an internal audit function is required.

TheCommittee’s present view is that one is not currently justified given the Group’s relatively

uncomplicated control environment and business processes, together with the level of oversight

andinvolvement in individual transactions by the Executive Directors.

For the same reasons the Committee does not believe the absence of an internal audit function

adversely affects the work of the external auditor.

Ethical business conduct The Committee reviewed and challenged management’s annual anti-bribery, corruption and

moneylaundering risk assessment. In addition, the Committee, along with all other Board members,

senior management and staff completed the annual certification of compliance with the Group’s

anti-bribery, corruption and money laundering policy.

Committee focus in 2023 continued

98 Ecora Resources PLC Annual Report and Accounts 2023

Ensuring independence of the external auditor

To safeguard the objectivity and independence of the external

audit process, it remains the Committee’s practice to review

andapprove all fees related to non-audit services. With the

exception of the interim review, no non-audit services were

provided during2023 by the Group’s external auditor.

Other safeguards include:

n the external auditor is required to adhere to a rotation policy

based on best practice and professional standards in the UK.

The maximum period for rotation of the audit engagement

partner is five years. Subject to the approval of shareholders

at the 2024 Annual General Meeting, a new external auditor

will be appointed and consequently, the current audit

partner, David Paterson, will step down (see ‘Audit tender

andappointment of external auditor’ below);

n the external auditor is required to assess periodically

whether, in their professional judgement, they are

independent of theGroup;

n the Audit Committee ensures that the scope of the auditor’s

work is sufficient and that the auditor is fairly remunerated.

The Committee reviewed and discussed the 2023 fee

proposal, concluding that the proposed fees were

appropriate for the scope ofwork required. Details of the

external auditor’s remuneration are disclosed in note 6b; and

n an annual assessment is undertaken of the auditor’s

effectiveness through joint discussions between the

Committee, the Chief Financial Officer, the Group Financial

Controller and the Group Reporting Manager. The assessment

identifies strengths and areas for improvement which are

discussed with the auditor and action plans agreed. The

assessment conducted in 2023 of the 2022 external audit

concluded that the external auditor was independent,

objective and effective in the delivery of theaudit.

Conclusions of the Audit Committee for 2023

The Committee has satisfied itself that the external auditor’s

independence was not impaired.

The Committee held meetings with the external auditors

without the presence of management on two occasions and

theChairman of the Committee held regular meetings with the

audit engagement partner during the year.

Audit tender and appointment of external auditor

As advised in the 2022 Annual Report and Accounts, in the

second half of 2023 Ecora Resources commenced a formal

tender process for the appointment of an external auditor

forthe 2024 financial year onwards. The tender process was

carried out as directed by the Audit Committee and comprised

the following steps:

n agreeing detailed selection criteria for the evaluation of

theaudit firms and a tender timetable to enable a smooth

transition from the current auditor in the event an alternative

firm was appointed;

n approving the invitation to tender that was issued in

September 2023, inviting four audit firms, including Deloitte

LLP as incumbent and two challenger firms, to confirm their

willingness to participate in the audit tender;

n providing access to the Audit Committee Chairman, Chief

Financial Officer and Group Financial Controller to assist the

tendering firms to understand the Group’s business prior to

finalising and submitting their written tender proposals.

n receiving and reviewing tender proposals;

n oral presentations by the tendering firms to the Audit Committee;

n special meeting of the Audit Committee to discuss the merits

of each firm and their respective teams. The Committee

considered the views of the management team, the likely

level of disruption as a result of any change, audit quality

andcapacity, and the cost proposal presented by each firm;

n outcomes of the Audit Committee deliberations were

presented to the Board.

The Committee was disappointed that the two challenger

firmsinvited to participate in the tender process, withdrew

fromthe process citing resourcing constraints after initially

confirming their willingness to participate and following

extensive engagement with the Audit Committee Chairman,

Chief Financial Officer and Group Financial Controller. Despite

the late withdrawal of the challenger firms, the Committee

concluded that the rigour of the tender process had not been

impacted and proceeded to receive the oral presentations

fromthe two remaining firms.

The tender process was completed in November 2023 and

resulted in the Audit Committee’s recommendation to change

the statutory auditor, which was endorsed by the Board on

9November 2023. From the 2024 financial year, if approved by

shareholders, Ernst & Young LLP (‘EY’) will become the

Company’s statutory auditor. Resolutions to authorise the

Board to appoint and determine the remuneration of EY will be

proposed at the Annual General Meeting on 2 May 2024.

The Committee would like to thank each firm that participated

in the tender and specifically thank Deloitte LLP for their

significant contribution to the Group over the past 10 years.

Risk management and internal control

Risk management is the responsibility of the Board and is

integral to the achievement of the Group’s objectives. The

Board establishes the system of risk management, setting risk

appetite and maintaining the system of internal control to

manage risk within the Group. A robust process for identifying

and evaluating the principal and emerging risks, detailed on

pages 60 to 61 was in place during 2023 and up to the date of

this report. The Group’s system of risk management and

internal control is monitored by the Audit Committee under

delegation from the Board.

The key elements of the control system in operation are:

n the Board meets regularly with a formal schedule of

mattersreserved to it for decision and has put in place

anorganisational structure with clear lines of responsibility

and appropriate delegation of authority;

n there are established procedures for planning and approving

investments and information systems for monitoring the

Group’s financial performance against budgets and forecasts;

99Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

AUDIT COMMITTEE CONTINUED

Risk management and internal control continued

n the Chief Financial Officer is required to undertake an annual

assessment process to identify and quantify the risks that

face the Group’s businesses and functions, and to assess

theadequacy of the prevention, monitoring and mitigation

practices in place for those risks. This process covers all

material controls, including financial, operational and

compliance controls. The process undertaken during the

yearis discussed in more detail within the Principal Risks and

Uncertainties section on pages 60 to 67. The Audit Committee

is responsible for reviewing the risk assessment process for

completeness and accuracy;

n in addition to its work on the above, the Audit Committee

also receives regular reports about significant risks and

associated control and monitoring procedures. The Group’s

risk register and internal controls and procedures

documentation are regular agenda items for the Committee.

The Committee also receives regular reports from the

external auditor;

n the Audit Committee reports to the Board on these matters,

so as to enable the Directors to review the effectiveness of

the system of internal control. The Board also receives

reports from its other Committees and directly

frommanagement;

n the system accords with the Financial Reporting Council’s

Internal Control: Revised Guidance for Directors on the

Combined Code.

In carrying out its role and determining in its opinion that the

system of risk management and internal controls was effective

during 2023, the Committee reviewed and considered

thefollowing:

n regular updates of key internal control matters in respect of

the Group financial reporting processes, such as financial

reporting systems and controls;

n the key risk areas of judgement and estimation uncertainty

within financial reporting and mitigating actions taken

bymanagement;

n procedures developed by management to identify and

evaluate key business, financial and operational risks, and

theeffectiveness of the responses being implemented to

mitigate the potential impacts;

n the output of external audit work;

n policies and procedures in place to detect, monitor and

investigate activity in respect of anti-fraud, bribery and

corruption, including the Group’s whistleblowing facilities.

There are no significant issues disclosed in the report and

financial statements for the year ended 31 December 2023

andup to the date of approval of the report and financial

statements that have required the Board to deal with any

related material internal controlissues.

R.G. Dacomb

Chairman of the Audit Committee

26 March 2024

100 Ecora Resources PLC Annual Report and Accounts 2023

SUSTAINABILITY COMMITTEE

Role and responsibilities

The role of the Sustainability Committee, on behalf of the

Board, is to oversee the Group’s sustainability strategies,

targets, performance, disclosures, policies, and processes

designed to promote the long-term success of the Company

and contributing positively to wider society. The Committee

manages the Group’s material environmental, social and

governance(‘ESG’) risks and ensures compliance with its

sustainability-linked responsibilities and commitments.

The Committee’s objectives and responsibilities are set out

in its terms of reference, which are available to view online.

For more information, visit

www.ecora-resources.com/sustainability/governance/

The Committee’s main responsibilities are summarised in more

detail below.

n approving the development and implementation of the

Group’s sustainability strategy;

n ensuring that the Group’s sustainability priorities are

reflected in the Group’s culture by alignment with the

corporate strategy, purpose, values and the Code of Conduct;

n approving and overseeing the implementation, review and

ongoing monitoring of, and compliance with, the Group’s

Sustainability Policy and other sustainability and ESG

processes and policies;

n considering material regulatory and voluntary developments

in the sustainability and ESG regulatory and reporting

landscape, and in each case, advising the Board on

implementing any consequent changes required to the

Group’s policies, processes and strategies;

n recommending annually to the Board the Group’s sustainable

development targets, metrics key performance indicators,

objectives and commitments against which the Group’s

implementation of its sustainability strategy can be

monitored and evaluated;

n making recommendations to the Group’s Remuneration

Committee in relation to appropriate sustainability and

ESG-related performance objectives for Executive Directors,

and provide an assessment of the outcomes of the ESG-related

performance objectives at the end of thereporting period;

n considering and reviewing the Group’s sustainability and ESG

ratings and accreditations;

n overseeing and advising the Board on the Group’s sustainability

and ESG-related engagement efforts with key stakeholder;

n evaluating the effectiveness of the processes and reporting

systems put in place by management to deal with identifying

sustainability related risks across the business and

itsinvestments;

n coordinating the Committee’s risk management work with

theAudit Committee, in particular in relation to reporting

tothe Board;

n overseeing the process for selection and engagement, and

where applicable, dismissal, of any external consultants engaged

to assess the sustainability performance of potential investments

together with the ongoing monitoring of the Group’s portfolio;

n reviewing management’s sustainability assessment of potential

investments and the ongoing monitoring of the portfolio’s

sustainability performance, including reviewing any sustainability

incidents reported by the Group’s operating partners.

Committee members

Meetings attended

J.E. Rutherford – Chairman 4/4

M. Bishop Lafleche 4/4

C. Coignard 4/4

R.H. Stan – retired

10May2023 2/2

The Chairman, the Chief Financial Officer,

theGeneral Counsel, the Company Secretary,

Head of Technical and members of the Investor

Relations team also attend meetings of the

Committee. Other members of the Group

are invited to attend where necessary.

For more on biographies and Board

experience details refer to pages 92 and 93

101Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Role and responsibilities continued

n Reviewing and overseeing the Group’s charitable

programmes and community investment activities.

n Prior to making recommendations to the Board, meeting

independently with the General Counsel and the Company

Secretary at least annually to review effectiveness of the

Group’s Sustainability Policy.

The Sustainability Committee has authority to investigate all

matters falling within its remit. It has the power to obtain, at the

Group’s expense, any external independent professional or expert

advice, which it deems necessary and has direct access to the

Group’s resources as it may reasonably require, including access

to management. The Sustainability Committee Chair reports

tothe Board after each meeting on the mattersdiscussed.

Our approach to sustainability

Our approach to sustainability can be found on pages 50 to 59.

Committee focus in 2023

The Committee met four times during 2023, with full attendance

(either virtually or in-person). Discussions at the meetings covered

the responsibilities outlined above, with a particular focus on

setting the Group’s sustainability objectives and priorities for

2023, monitoring and evaluating any sustainability risks and

opportunities across the Group’s portfolio and enhancing the

Group’s due diligence and screening tools, particularly in relation

to the ongoing monitoring of the Group’s portfolio. In addition

to the Committee’s standing agenda items, the following

matters were discussed by the Committee during2023:

Climate Change

n Submission of Ecora’s near-term science-based emissions target

which was approved by the Science Based Targets Initiative

for small and medium-sized enterprises in March2023.

n The strategy to maintain carbon neutrality for the Group’s

corporate operations alongside continuing efforts to reduce

its carbon footprint in the office workplace. Following a

detailed discussion, the Committee decided to move away

from focusing on carbon neutrality and to instead focus on

exploring ways to set net zero targets at the corporate and

investment level.

n The Group’s carbon offsetting strategy, where it cannot

reduce its Scope 3 (upstream) emissions, on an annual basis.

n The impact of climate change risk on the Group’s existing

portfolio and any future investments.

n Collaborated and liaised with the other Committees including

the Audit Committee, to oversee the Group’s risk

management processes (including an annual review of the

risk register) with a focus on climate-related risks and

opportunities, including identification of such risks and

opportunities and scrutiny of the mitigation plans.

n As part of the Group’s annual TCFD disclosure, reviewed

theclimate risk register on a semi-annual basis to ensure that

the assigned mitigating actions remain appropriate and are

beingimplemented.

n Explored ways in which to enhance engagement with our

operating partners to gather data regarding the Group’s

Scope 3 (Downstream) GHG emissions.

n The methodology for calculating financed emissions for the

sustainability data referred to above.

Sustainability Reporting and Governance Framework

n Submission of the Group’s first annual Communication

onProgress for the UNGC.

n Oversaw a more detailed alignment mapping exercise

toidentify which of UN Sustainable Development Goals

(UNSDGs) align with the Group’s sustainability strategy.

n Reviewed the Group’s compliance with its corporate

governance training programme.

n Monitored the Group’s performance against the Modern

Slavery Statement key performance indicators.

n Advised on engagement with Sustainability rating agencies to

ensure the Group’s sustainability profile is scored accurately.

n Made recommendations to the Board on the adequacy

ofthereporting on sustainability, disclosures, opportunities,

risks and issues in the Annual Report and other relevant

publicdocuments.

n Reviewed and approved the Group’s sustainability

strategyroadmap.

n Approved new policies on cybersecurity and reviewed and

approved amendments to the Code of Conduct,

Sustainability Policy, Bribery, Corruption and Anti-Money

Laundering Policy and associated business integrity policies.

n The setting of key performance indicators in the Modern

Slavery Statement for 2024.

n The Committee’s effectiveness review (including a review of

the Committee’s terms of reference).

Communities and Social Performance

n Building on the Group’s community investment and charity

programme, oversaw the evaluation of corporate social

responsibility programmes in collaboration with the Group’s

operating partners.

n Discussed and approved enhancements to the Group’s

corporate charitable initiatives programme.

Further details refer to our Sustainability Progress Report

onpages 50 to 59.

J.E. Rutherford

Chairman of the Sustainability Committee

26 March 2024

We are committed to

providing transparency

in all our sustainability

disclosures relating

toour business and

ourinvestments.”

J.E. Rutherford

Chairman of the Sustainability Committee

SUSTAINABILITY COMMITTEE CONTINUED

102 Ecora Resources PLC Annual Report and Accounts 2023

REMUNERATION COMMITTEE

Role and responsibilities

The Committee’s objectives and responsibilities are set out in

our terms of reference, which are available to view online.

For more information, visit www.ecora-resources.com/about-us/

governance/our-committees

The Committee’s main responsibilities are:

n establishing and developing the Group’s general policy on

executive and senior management remuneration;

n determining specific remuneration packages for the

Chairman, Executive Directors and members of the Group’s

Executive Committee;

n designing and operating the Company’s share incentive

schemes;

n reviewing the remuneration of the wider workforce and

associated policies; and

n consulting shareholders and other stakeholders, when

appropriate, regarding executive remuneration.

The Committee takes account of the level of pay and conditions

throughout the Group when determining executive

remuneration.

The Remuneration Committee held four meetings in 2023 and

has met twice to date in 2024, to fulfil its responsibilities as set

out in the Committee’s terms of reference.

Committee focus in 2023

n Approval of incentive results for the 2022 annual bonus,

including awards under the Restricted Share Plan for the

wider workforce.

n Setting of incentive targets for 2023 including the 2023

annual bonus and LTIP.

n Development of the 2024 Directors’ remuneration policy,

including consultation with shareholders.

n Providing guidance to the Chief Executive Officer on salaries,

bonuses and long-term incentives to be awarded tothe

widerworkforce.

Committee focus in 2024

n Assessment of 2023 incentive outcomes, including for the

2023 annual bonus and 2021 LTIP award.

n Setting of incentive targets for 2024, including the 2024

annual bonus and 2024 LTIP award.

n Finalising the 2024 remuneration policy to be presented

atthe 2024 AGM.

n Identifying appropriate sustainability-linked performance

measures for inclusion in the LTIP.

n Providing guidance to the Chief Executive Officer on total

compensation levels for the wider workforce.

n Review of corporate governance and remuneration trends

and implications for the Group.

Committee members

V. Shine – (Chair) 4/4

C. Coignard 4/4

R.G. Dacomb 4/4

J.E. Rutherford 4/4

R.H. Stan – retired 10 May 2023 2/2

The Chairman, the Chief Executive Officer,

the Chief Financial Officer, the General

Counsel and the Company Secretary

alsoattend meetings of the Committee

byinvitation.

For more on biographies and Board

experience details refer to pages 92 to 93

103Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

I would like to thank

those shareholders

who took part in

our consultation on

the revisions to the

remuneration policy.”

V. Shine

Chair of the Remuneration Committee

Directors’ remuneration report

Introductory letter

Our primary role as the Remuneration Committee is to ensure

that the remuneration arrangements for the Executive

Directors are aligned with the successful delivery of the

Company’s strategy, both in the short and long term, to

generate sustainable shareholder value. The link between pay

and our shareholders’ experience is therefore paramount.

As expected, 2023 marked the start of a transitional period for

the Group while Voisey’s Bay ramps up and production at

Kestrel moves outside our private royalty lands. Combined with

softer prices across all commodities the Group is exposed to,

our portfolio contribution reduced from $143.2m in 2022 to

$63.6m in 2023, which is a more sustainable level ahead of

contributions coming through from our near-term development

royalties. This reduction in portfolio contribution flowed

through to the Group’s adjusted earnings per share, which

reduced from 37.55c/share in 2022 to 11.82c/share in 2023.

The challenging macro-economic conditions which led to the

softer commodity prices were compounded by the continued

stagnation in small-cap UK equity markets, with widespread

redemptions and a flightof capital outside of the UK. The

combination of these factors contributed to Ecora’s share price

falling 33% during the course of theyear.

Despite this backdrop, the Group’s portfolio is now very much

geared toward growth following the acquisition of the Voisey’s

Bay stream in 2021, the South32 portfolio in 2022, together

with the $20m acquisition of the Vizcachitas copper royalty and

the $7.5m upsize of the Piauí royalty in 2023. The revisions to

the Group’s approach to capital allocation, detailed on page 17,

reiterate this pivot towards growthand our commitment to

delivering sustainable long-term shareholder value.

In making our decisions on remuneration outcomes for the

Executive Directors in 2023, together with the proposed

revisions to the remuneration policy being presented to the

2024 AGM for shareholder approval, we had regard for the

context outlined above, the growth strategy of the Company

and the benchmarking against companies with a similar market

capitalisation and business model. As a Committee,we sought

to make decisions that struck an appropriate balance between

rewarding and continuing to incentivise the Executive Directors

to deliver value for all our stakeholders over both the short

andlong term.

2024 remuneration policy

One of the Committee’s priorities for 2023 was the

development of a new remuneration policy for approval at the

2024 AGM. We have worked to ensure the policy presented to

shareholders will continue to incentivise and reward

management for the successful delivery of the Group’s strategy

in the future.

In developing the new remuneration policy, the Committee

undertook acomprehensive review of the existing policy,

collated the views andopinions of the Executive Directors,

aswell as considered external market information and best

practice. In considering external market information, the

REMUNERATION COMMITTEE

CONTINUED

Committee reviewed the remuneration structures of other

UK-listed companies with a similar market capitalisation,

together with the structures in place for royalty and streaming

peers, the majority of which are listed in North America. While

the Committee noted the limitations of reviewing North

American style remuneration structures given the Group’s UK

primary listing, the remuneration structures of our peers was

considered a useful data point, particularlyif the Group was

seeking to attract talent with relevant industry experience.

The review considered a number of alternatives, ranging from

minor amendments to more substantial changes to the current

structure. The overarching goal for this review was to ensure

that remuneration levels continue to strike a fair balance

between ensuring that pay not only reflects the Company’s

performance, but that it is also aligned to the returns delivered

to shareholders.

The result of the review was that the current remuneration

policy is still appropriate, particularly given the clear pivot in the

Company’s strategy toward growth. We are, however, proposing

some amendments to the policy which the Committee believes

will provide the Company with greater flexibility as it continues

to grow and also to align our practices with those of the market.

Summary of key changes

The main changes to the Executive Directors’ remuneration

policy for 2024 are set out below and are further summarised

on page 108.

Increase LTIP maximum opportunity to 200% of salary

To ensure the remuneration policy offers sufficient flexibility

forthe Committee to reward exceptional performance and

acknowledging the Committee’s philosophy of setting base

salaries below the market median, it is proposed that the

maximum grant opportunity for the LTIP is increased by 50%

ofsalary, from 150% to 200%. While the Committee is seeking

approval to increase the overall maximum grant opportunity

forthe LTIP to 200%, should this be approved, the following

increases to the individual opportunities for the Executive

Directors would take place in 2024:

n Chief Executive Officer – 25% of salary from 150% to 175%

n Chief Financial Officer – 25% of salary from 125% to 150%

104 Ecora Resources PLC Annual Report and Accounts 2023

The Committee’s proposal to increase the overall annual limit

to200% would ensure that the remuneration policy offers

sufficient flexibility should exceptional circumstances arise

where the Committee could be justified in making an award in

excess of 175% of salary to the existing Executive Directors. In

such circumstances, the Committee would consult with leading

shareholders before making the award. In addition, this change

would provide the Committee with additional flexibility to

attract exceptional future leaders from the Group’s North

American royalty and streaming peers.

Aggregation of LTIP performance measures

The targets for two of the LTIP performance measures, portfolio

contribution and adjusted earnings per share, will be set and

assessed on the aggregate performance over three years,

instead of the performance of a single year, three years later.

Asmanagement does not have control over the timing of

production or the commodity prices underlying the Group’s

portfolio, the Committee is of the view that setting aggregate

targets for the three-year performance period will smooth

some of the volatility in volumes and commodity prices

observed since the introduction of the LTIP in 2021. Vesting

willremain unchanged, with a quarter vesting for threshold

performance rising to full vesting for achieving or exceeding

thestretch target.

The final performance measure of total shareholder return

willremain unchanged, with the Company’s total shareholder

return continuing to be compared to a global mining index,

withthreshold vesting of a quarter for meeting the index rising

to full vesting for exceeding it after three years by 7% per

annum in aggregate.

For the 2024 awards, the three performance measures will

continue to be equally weighted.

Sustainability-linked LTIP performance measure

As a royalty and streaming company, the most material

exposure to greenhouse gas emissions for the Group is the

emissions from our operating partners, that is Scope 3

(downstream) emissions. For the first time in 2023, the Group

has reported its Scope 3 financed emissions calculated using

the methodology detailed on pages 78 to 81. The Sustainability

Committee will continue to monitor and report the Group’s

Scope 3 financed emissions in absolute terms going forward

and following the run off of the Kestrel royalty, will investigate

reporting emissions on an intensity basis.

Once the emissions intensity of our portfolio can be accurately

calculated, the Committee in consultation with the Sustainability

Committee will consider if appropriate targets for this metric

can be set for inclusion as a performance measure in the LTIP.

Before proceeding with the introduction of this metric as a

performance measure for the LTIP however, the Committee will

consult with leading shareholders, as part of the materiality

assessment process, to obtain feedback on whether such a

metric aligns with their sustainability priorities.

The weighting of a sustainability-linked LTIP performance

measure would not exceed 20% and importantly would not

reduce the weighting of the total shareholder return

performance measure which will remain at least one-third of

the total.

2023 outcomes

Annual bonus outcomes

Employees, including the CEO and CFO, each had individual

bonus objectives for 2023. The bonus award criteria relate to a

series of agreed corporate and personal performance targets

which are each scored, as outlined on page 117 to 119.

In the context of the Group’s financial performance and the

royalty acquisitions completed during 2023 described above,

the financial and growth measures within the annual bonus

paid out at 18.7% and 27.5% of the opportunity for each

element respectively. This outcome reflects the fact that the

Committee set challenging targets at the start of each year, the

delivery of which has been impacted in 2023 by the slower than

expected ramp up in production at Voisey’s Bay and softer

commodity prices described elsewhere in this report. The

Committee will continue to set challenging targets which strike

the balance between incentivising management and reflecting

the shareholder experience.

Further details on payout for the ESG and personal objective

elements of the of the annual bonus are provided on pages 117

to 119. Overall, theChief Executive Officer was awarded a bonus

of £174,000 under thebonus criteria (41.7% of the total potential

award) and the ChiefFinancial Officer was awarded a bonus of

£143,000 (43.9% of thetotal potential award).

2021 LTIP outcomes

Over the three-year performance period, the Executive

Directors have consistently worked towards the successful

execution of the Group’s strategy. Building on the 2021

acquisition of the Voisey’s Bay stream which addressed the

Group’s primary strategic challenge of replacing the Kestrel

royalty, the Executive Directors led the acquisition of a

world-class portfolio of development stage royalties from

South32 in2022.

The acquisition of the 0.25% NSR royalty over the Vizcachitas

copper project in 2023 further enhanced the Group’s portfolio

and when combined with the Group’s Mantos Blancos, Santo

Domingo and Cañariaco royalties, provides shareholders exposure

to the leading portfolio of medium to long-term copper royalties.

Despite the successful execution of the Group’s strategy and

the well-timed deployment of capital through the cycle,

economic headwinds that have resulted in softer commodity

prices across the portfolio in 2023, together with the flight of

capital from the UK market, have resulted in a total TSR

outcome of -0.9%.

As the EMIX Global Mining Index (excluding gold and energy)

was discontinued in July 2023, the Committee considered a

number of alternative indices before determining that the S&P/

TSX Global Base Metals Index was the most suitable

replacement as detailed on page 121. Over the performance

period, the S&P/TSX Global Base Metals Index generated a TSR

of +60.0%, which is significantly higher than the Group’s TSR

outcome, resulting in 0% vesting from the total of one-third of

the award linked to TSR performance conditions.

105Ecora Resources PLC Annual Report and Accounts 2023

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Directors’ remuneration report continued

2023 outcomes continued

2021 LTIP outcomes continued

The one-third of the award dependent on portfolio contribution

vestedat 71.7% based on the Group’s portfolio contribution for

the yearended 31 December 2023 of $63.6m, compared to the

threshold and stretch performance measures for portfolio

contribution adjusted for disposals, such as the Narrabri royalty

in 2021, set at $47.1m and $73.6m respectively.

In assessing the vesting of the one-third of the award

dependent on adjusted earnings per share (AEPS), the

Committee has exercised its discretion to exclude the shares

issued to acquire the portfolio of development royalties from

South32 in 2022 as the issuance of shares to acquire non-

producing royalties was not included in the assumptions

underlying the targets set for AEPS and the acquisition of

non-producing royalties was a change in strategy given the

previous focus had been on income-producing royalties.

Excluding the shares issued for the South32 acquisition increases

the Group’s AEPS for the year ended 31 December 2023 from

11.82c/share to 13.92c/share, compared to the threshold and

stretch performance measures of 12.5c/share and 22.5c/share

respectively, resulting in 35.65% vesting from the total of one-third

of the award linked to the AEPS performance conditions.

The LTIP awards will therefore vest at 35.78% of the maximum

on 27May2024.

Discretion

The Committee carefully considered the annual bonus and

LTIPoutcomes, and concluded that no discretion was required

beyond the adjustment made for the AEPS element of the LTIP

detailed above. The Committee believes that the outcomes

areboth appropriate, based on the Company’s performance

duringthe year, and proportionate, having had regard to the

experience of the Company’s broad range of stakeholders.

Operation of the policy in 2024

The 2024 remuneration policy will be presented to a

shareholder vote atthe AGM in May 2024. The Committee will

continue to engage wherenecessary with shareholders and

other stakeholders to ensure that the policy is well understood

and that support for the policy will remain strong.

Salaries

In setting the 2024 base salaries for the Executive Directors, the

Committee has considered the outputs from the benchmarking

of 40FTSE-listed companies of a similar market capitalisation

toEcora and 11 royalty and streaming peers prepared by the

Group’s independent remuneration advisers, Korn Ferry. While

the royalty and streaming peers are mainly listed in North

America, their remuneration structures continue to provide a

relevant data point as our peers have directly comparable

business models and provide a means of assessing the potential

cost of attracting talent with relevant industry experience.

In addition to the outputs from the benchmarking described

above, the Committee has also considered the 4.5% increase in

employees’ salaries from January 2024 to partially mitigate the

rates of inflation that have persisted throughout 2023. Finally,

the 2024 base salaries have been set in the context of our

overall philosophy that salaries should be below the mid-market

level, while incentives are set at a higher level, to create greater

shareholder alignment and to reinforce a performance culture.

Chief Executive Officer

As detailed in the 2022 Directors’ Remuneration Report, the

Chief Executive Officer’s salary on appointment in April 2022

was £360k. It was set at 25% below the outgoing Chief Executive

Officer’s full-time equivalent salary of £476k and below the

lower quartile for a company of our size, with the full expectation

that it would be increased on a phased basis as he developed

inthe role. The Committee commenced the phased increases

in2023, increasing the Chief Executive Officer’s salary by 10%

plus an inflationary increase of 6% resulting in a base salary

of£417,000.

Having considered the output from the benchmarking exercise

and the Chief Executive Officer’s in-role performance, the

Committee approved a final phased increase of 10% plus an

inflationary increase of 3%, which is below the 4.5% awarded to

the wider workforce. As a result, the Chief Executive Officer’s

salary has increased from £417,000 to £471,000.

Following this increase, the Chief Executive Officer’s 2024 salary

remains well below the former Chief Executive Officer’s salary

inreal terms and is now positioned between the lower quartile

and median relative to FTSE-listed companies of a similar

market capitalisation. In the Committee’s view, the Chief

Executive Officer’s salary is now at the level required to

encourage retention, while also being in line with the salary

expectations had the 2022 succession been an external

appointment.

Chief Financial Officer

The Committee approved a 3% inflationary increase to the Chief

Financial Officer’s salary, which was below the 4.5% increase

awarded to the wider workforce. As a result, the Chief Financial

Officer’s salary has increased from £325,000 to £334,750.

Annual bonus

The maximum annual bonus opportunity for both the CEO

andCFO under the 2024 remuneration policy will remain at

100% of salary. The performance measures and weights for

the2024 annual bonus for both the CEO and CFO are:

n Growth and investment strategy – 45%.

n Financial performance – 30%.

n Sustainability – 15%.

n Individual strategic targets – 10%.

REMUNERATION COMMITTEE

CONTINUED

106 Ecora Resources PLC Annual Report and Accounts 2023

Long-term incentives

As outlined above, it is proposed to increase the LTIP award

level for both the CEO and CFO by 25% of salary to 175% of

salary and 150% of salary respectively, as part of implementing

the new remuneration policy. The LTIP awards will continue

tobe in the form of annual grants of Performance Shares.

The performance conditions attached to the awards are in line

with the structure outlined in the remuneration policy. Details

of the performance conditions attached to the 2024 incentives

are as follows:

(i) Total shareholder return compared to a global mining

index (currently S&P/TSX Global Base Metals Index) with

25% vesting for achieving the threshold target of meeting

the index rising to 100% vesting for exceeding the index

after three years by 7% per annum.

(ii) Portfolio contribution (as defined in note 37 to the financial

statements), with 25% vesting for achieving the threshold

target of $170.0m in total portfolio contribution for the

three years ending 31 December 2026, rising to 100%

vesting for exceeding the stretch target of $250.0m intotal

portfolio contribution for the three years ending

31December2026.

(iii) Adjusted earnings per share (based on the definition in

note 13 to the financial statements), with 25% vesting for

achieving the threshold target of 29.5c per share for the

three years ending 31 December 2026, rising to 100%

vesting for exceeding the stretch target of 53.0c per share

for the three years ended 31December 2026.

The Committee determines the targets before each annual

grant is made, having regard to a combination of internal plans

and forecasts and market expectations. The maximum vesting

level will be 100% of the initial grant made (there will be no

retesting) and when awards vest, Executive Directors will be

required to retain all of the shares for two years (after the sale

of those needed to meet the individual’s income tax and

National Insurance Contributions due at the time).

Total target remuneration

In terms of total target remuneration, after these salary

increases described above together with the annual bonus and

LTIP opportunities, both individuals will be positioned between

the lower quartile and median relative to FTSE-listed companies

of a similar market capitalisation. The Committee is comfortable

with this positioning as theCompany’s operations are likely to

be less complex than most companies in the comparator group,

highlighted by the small London-based workforce and

management having no responsibility for the operation of

themines and mills underlying the Group’s portfolio.

New Chairman

As announced on 15 January 2024, Andrew Webb was appointed

to the Board with immediate effect and it is expected that he

will succeed Patrick Meier as Chairman at the Annual General

Meeting on 2 May 2024. Once in the role of Chairman, Andrew

will receive the same fee as Patrick. There will be no payments

to Patrick in relation to his retirement from the Board.

Engagement with shareholders

In reviewing and developing the remuneration policy, the

Committee has actively engaged with shareholders. During

February 2024, the Committee consulted with major

shareholders and proxy advisers on the proposed revisions to

the policy and its implementation for 2024. The individual

meetings that took place after the initial consultations provided

further insight to the perspectives of shareholders and the

Committee appreciated the constructive feedback received.

In total, we consulted with shareholders representing over 50%

of Ecora’s issued share capital and will continue to engage

where necessary with shareholders and other stakeholders to

ensure that the policy is well understood and that support for

the policy will remain strong. I would like to thank those

shareholders who took part in our consultation.

Engagement with employees

With fewer than 15 employees, engagement takes place in a

less formal manner than would occur with larger workforces.

However, as part of the change in operation of both the annual

bonus plan and long-term incentives, presentations were held

and opportunities for feedback were provided to employees.

Inaddition, the Group’s Designated Non-Executive Director

forworkforce engagement facilitated two townhall meetings

during 2023 with feedback on the matters discussed,

includingremuneration, provided to the Board.

Conclusion

The Committee believes that the decisions it has taken in

respect of the 2023 remuneration outcomes and our proposed

amendments to our 2024 policy and its operation are in the

best interests of our shareholders, align with our strategy,

reflect the wider economic environment and are fair,

reasonable and appropriate. We, therefore, hope that you will

support the votes on both the remuneration policy and

Directors’ Remuneration Report at the 2024 AGM.

V. Shine

Chair, Remuneration Committee

26 March 2024

107Ecora Resources PLC Annual Report and Accounts 2023

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Directors’ remuneration report continued

At a glance

This section provides a summary of the key information presented in the Remuneration Report. This includes an overview of the

2024 policy being presented for a shareholder vote and a summary of the key changes being proposed.

Summary of our remuneration structure (2021 Policy differences in italics)

Element 2024 policy (previous policy difference in italics)

Base salary

Maximum annual increase Normally increases, at most, in line with the wider workforce. No maximum salary increase.

Annual bonus

Maximum opportunity 100% of salary.

Operation Bonus outturns are determined based on the achievement of a combination of corporate, financial

and personal performance targets.

The Committee uses a balanced scorecard approach to assess performance against targets at the

end of the year.

Deferral Executive Directors will be required to use that part of their cash bonus that exceeds 50% of their

salary to purchase and hold shares for a three-year period.

LTIP

Maximum award 200% of salary (150% of salary)

Time period Three-year performance/vesting period

Two-year holding period.

Operation Vesting based on performance measures linked to the Group’s strategy and may include, but not

limited to, TSR, portfolio contribution, adjusted earnings per share, free cash flow and other strategic

objectives.

Malus and clawback LTIP awards are subject to malus and clawback provisions, which may be applied during the two years

after vesting.

Pension

Maximum level In line with rate available to the wider workforce.

(Newly appointed Directors: contribution aligned with the Company contribution for the wider workforce.

Incumbent CEO: reduction of pension levels to reach parity with wider workforce in 2023.)

Benefits

Maximum level Benefits in line with wider workforce. Noprescribed maximum cost of benefits.

Share ownership

guidelines

In-post Executive Directors expected to hold two times basic salary within five years of appointment.

Post-employment The lower of the in-post requirement or actual shares held on cessation for two years and applies to

all shares awarded under the LTIP.

Non-Executive Director

remuneration

Fee levels Maximum annual aggregated fees for all Non Executive Directors (including the Chairman) of

£600,000.

108 Ecora Resources PLC Annual Report and Accounts 2023

Directors’ remuneration policy

2024 Executive Directors’ Remuneration Policy

Changes to the Directors’ Remuneration Policy and summary of the decision-making process

Following a comprehensive review of the remuneration arrangements for the Executive Directors, the Committee was satisfied that

the policy and framework currently in place remain fit for purpose in supporting the Company’s strategy for the next three years.

We are proposing one amendment to the policy, the aim of which is to provide the Company with greater flexibility to incentivise the

Executive Directors for truly exceptional performance, and that is to increase the maximum opportunity under the LTIP from 150%

of salary to 200% of salary. Further details are provided on this change in the Chair’s introduction on pages 104 to 107.

In addition to the above, other minor amendments have been made to the wording of the policy to aid operation, increase clarity

and reflect best practice.

The Company will put the new remuneration policy, as set out on the following pages, to shareholders for a binding vote at the AGM

on 2 May 2024. If approved, this policy will apply from the date of the AGM. The intention is that the revised policy will apply until the

approval of the next policy at the Company’s 2027 AGM.

In determining the policy, the Committee followed a thorough process, which included discussions on the content of the policy at

four Committee meetings. The Committee considered input from management and our independent advisers and consulted with

our major shareholders.

Market information relating to similar-sized FTSE SmallCap companies and global royalty and streaming peers, given the

non-operating nature of our business model, was considered in the development of the new policy.

How our remuneration policy addresses UK Corporate Governance Code provision 40 principles

The 2024 remuneration policy was designed taking into consideration the principles of provision 40 of the UK Corporate

Governance Code. The table below summarises how the policy addresses each of those principles:

Principle How this is addressed in the 2024 remuneration policy

Clarity Our remuneration structure is clearly defined. Performance-based elements, metrics and vesting

schedules are clearly disclosed on payment.

Simplicity Our remuneration elements comprise of well-understood UK market standard elements.

Risk Our policy limits the risk of unfair or excessive remuneration through the following measures:

n clearly defined limits on the maximum opportunities of incentive awards;

n annual bonus awards in excess of 50% of the Executive Directors’ base salary require the purchase

of shares which are subject to a minimum holding period;

n operation of post-vesting holding period for LTIP awards;

n strong powers of discretion for the Remuneration Committee to adjust formulaic outcomes of

incentive awards to ensure payouts are aligned to Group performance; and

n robust malus and clawback provisions on all incentives.

Predictability The policy has defined limits which can be used to determine potential values. Scenario charts were

presented before approval of the policy to illustrate potential payout scenarios under the new policy.

Proportionality Payouts under incentive awards are linked to the fulfilment of performance conditions that support

the Group’s long-term strategy. The annual grant of awards ensures performance measures will

continue to be aligned.

The Committee’s powers of discretion ensure that there will be no rewards under incentives for

poorperformance.

Alignment to culture Focus on share ownership and long-term sustainable performance is reflected in the policy.

LTIPmeasures support a long-term focus for the Executive Directors.

109Ecora Resources PLC Annual Report and Accounts 2023

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Directors’ remuneration policy continued

Key aspects of the remuneration policy for Executive Directors

Element, purpose and link to strategy Operation Opportunity/performance measures Implementation for 2024

Salary

To recruit and retain

Executives of a suitable

calibrefor the roles and duties

required.

Salaries are set with reference

to individual performance,

experience and responsibilities

to reflect the market rate for

the individual and their role,

determined with reference to

remuneration levels in

companies of similar size and

complexity, taking into account

pay levels within the Company

in general.

Salaries are reviewed annually.

Increases for Executive

Directors will normally be in

line with those for the general

workforce except where there

is a change of role or

responsibilities or in other

exceptional circumstances.

There is no prescribed

maximum annual increase.

The salaries of the Executive

Directors and wider workforce

were subject to an external

benchmarking exercise.

With effect from 1 January 2024,

the full-time equivalent rates of

salary for the Executive

Directors will be:

n Marc Bishop Lafleche –

£471,000.

n Kevin Flynn – £334,750.

Annual bonus

To encourage and reward

delivery of the Company’s

operational objectives for the

relevant year.

To ensure, through the

required holding of shares,

that longer-term focus is

encouraged and in line with

shareholder interests.

Executive Directors will be

required to use that part of

their cash bonus that exceeds

50% of their salary to purchase

and hold shares for a three-

year period.

Bonus outturns are

determined based on the

achievement of a combination

of corporate, financial and

personal performance targets.

Corporate and financial

performance targets are

agreed by the Board at the

beginning of the year.

Personal performance targets

are agreed with the Chairman

and the Committee.

The Committee uses a

balanced scorecard approach

to assess performance against

targets at the end of the year,

while retaining overall

discretion in the calculation of

the final bonus outturn.

Malus and clawback provisions

apply as described below.

The maximum annual bonus

opportunity is 100% of salary.

The bonus earned at threshold

performance is no more than

25% of the maximum, normally

increasing on a straight-line

basis to the various targets set.

The annual bonus can be

based on a mix of financial,

strategic and personal

conditions and is measured

over one financial year.

The bonus opportunity for

eachExecutive Director

remains at 100% of salary

earned in the year.

The performance measures and

weightings for the 2024 annual

bonus will be as follows:

n Growth & Investment

Strategy (45%) – delivery

ofthe Group’s strategic

objective and the acquisition

of new royalties and streams.

n Financial performance (30%)

– performance against

budget for portfolio

contribution, adjusted

earnings per share and

P/NAV.

n Sustainability (15%) – delivery

of 2024 strategic priorities

agreed with the Sustainability

Committee, including

enhanced sustainability

disclosures together with

maintaining and improving

externally evaluated

sustainability risk ratings.

n Individual strategic targets

(10%) – individually tailored

targets to motivate the

execution of the Group’s

strategy.

110 Ecora Resources PLC Annual Report and Accounts 2023

Element, purpose and link to strategy Operation Opportunity/performance measures Implementation for 2024

Long-term incentives

– PSP

To encourage and reward the

achievement of long-term

sustainable shareholder

returns and delivery of the

Company’s strategic objectives.

To align Executive Director and

senior management interests

to shareholder interests.

Conditional awards of shares

or nil-cost options will be

capable of being granted

annually, with a performance

period and vesting period of at

least three years.

Any awards that vest are

subject to a holding period so

that the overall PSP time

horizon is at least five years.

Vested awards may not

generally be sold during the

holding period, other than

tocover tax liabilities arising

onvesting.

Dividend equivalents (normally

satisfied in shares) accrue over

the vesting/holding period and

are payable in respect of

awards that vest.

Malus and clawback provisions

apply as described below.

The maximum annual PSP

opportunity is 200% of salary.

Significant shareholders will

beconsulted prior to making

any award in excess of 175%

ofsalary.

The Committee will review the

Executive Directors’ PSP award

sizes annually, prior to grant, to

ensure they are appropriate.

For each performance

element, threshold

performance warrants no

more than 25% vesting of the

element, rising normally on a

straight-line basis to 100% for

achieving stretch targets.

Performance below threshold

results in zero vesting.

Performance measures

attached to each award should

be linked to the Group’s

strategy and may include, but

are not limited to, TSR,

portfolio contribution,

adjusted earnings per share,

free cash flow and other

strategic objectives.

The LTIP opportunity for the

roles of CEO and CFO are

175%and 150% of the rate of

salary respectively.

The performance criteria (and

weighting) for the 2024 LTIP, to

be achieved over the three-year

period ending 31 December

2026, will be as follows:

n TSR vs S&P/TSX Global

BaseMetals Index (33%) –

25% vesting for TSR

equaltoindex; 100% for

Indexperformance

+7%perannum.

n Aggregate portfolio

contribution (33%)– 25%

vesting for

achievingthreshold

($170.0m); 100% for achieving

stretch ($250.0m).

n Aggregate adjusted earnings

per share(33%) – 25% vesting

forachieving threshold

(29.5c); 100% for achieving

stretch (53.0c).

With straight-line vesting

forperformance between

thetargets.

Pension

To provide a market

competitive level of pension

provision, taking account of

theprovisions for the

widerworkforce, to attract

andretain high performing

Executive Directors.

A Company contribution to a

money purchase pension

scheme, or a cash allowance in

lieu of pension at the request

of the individual.

The maximum pension

contribution or cash

allowanceis aligned with the

contribution levels available

forthe wider workforce.

The pension contributions for

Executive Directors for 2024

remain unchanged.

Marc Bishop Lafleche and Kevin

Flynn receive pension

allowances of 10% of salary, in

line with the wider workforce.

Other benefits

To provide market

competitivebenefits.

The main benefits currently

provided are: death in

service,long-term illness and

private medical insurance

schemes which are provided

toall employees.

The value of benefits is set at a

level which the Committee

considers to be appropriate,

taking into account the overall

cost to the Company, benefits

provided to the wider

workforce and market practice.

The other benefits for the

Executive Directors for 2024

remain unchanged.

In line with the wider workforce,

Marc Bishop Lafleche and Kevin

Flynn receive private medical

insurance, long-term illness

insurance and death in service

insurance which is capped at

five times salary.

Performance measures

The annual bonus targets for 2024 are considered by the Board to be commercially sensitive; they will be disclosed in the 2024

annual report on remuneration. Specific details of individual and strategic performance targets for 2024 will also be included in the

2024 report.

111Ecora Resources PLC Annual Report and Accounts 2023

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Directors’ remuneration policy continued

Malus and clawback

Awards under the annual bonus and the LTIP are subject to

malus provisions and clawback provisions, which may be

applied during the period of two years after the date of vesting.

Malus refers to the reduction, including to nil, of unvested or

unpaid awards or the requirement for additional performance

measures to be met for vesting of the award. Clawback refers to

the recovery of paid or vested amounts. Malus and clawback

may be applied in the circumstances below, as well as in other

exceptional circumstances, at the Committee’s discretion:

n material misstatement in results;

n gross misconduct;

n material failing of management resulting in material

downturn in financial or operational performance or serious

reputational damage;

n error in calculation; and

n corporate failure.

Shareholding guidelines

Within five years of appointment, Executive Directors are

expected to hold shares in the Company with a value of two

times basic salary. The Committee will take into consideration

these in-post guidelines when making grants under the

Company’s various incentive plans.

In order to provide further long-term alignment with

shareholders, andin line with the UK Corporate Governance

Code, Executive Directorswill normally be expected to maintain

a holding of Company shares for a period after their

employment. Executive Directors will normally be required to

continue to hold the lower of the in-post requirement at the

time of cessation and the actual shareholding at cessation. The

requirement applies for a two-year period post-termination and

applies to all share awards under the Deferred Share Bonus

Plan and LTIP, but excludes shares purchased by the Director

from his/her own resources, or shares from incentive awards

granted prior to appointment to the Board.

Choice of performance measures and

targetsetting

The performance measures used for annual bonus and LTIP

awards reflect the annual and long-term financial, strategic and

sustainability priorities of the Group.

The Committee has a rigorous approach to determining

performance measures, their weighting and target setting.

Targets are set taking into account a number of factors including

internal and external forecasts, market practices and past

performance. The Committee carefully reviews targets prior to

each award to ensure that they remain appropriately stretching.

Differences in remuneration policy for Executive

Directors compared to other employees

The Committee aims to ensure, over time, a proper differential

between the level of the remuneration of Executive Directors

and other employees, but also appropriate differences in the

structure of remuneration to reflect different levels of

responsibility and planning horizons of employees across

theCompany.

The remuneration framework of the non-Board employees was

reviewed during 2023 in conjunction with the development of

the revised remuneration policy and will continue to be

reviewed going forward. The main differences between the

remuneration framework forthe Executive Directors and other

employees under the revised policy are:

n the Executive Directors will receive an annual bonus in cash

and use that part of their bonus exceeding 50% of their

salary to purchase and hold shares in the Company for three

years, while other employees will receive their annual bonus

wholly in cash except in the event that this amount exceeds

£100,000. Any employee bonus in excess of £100,000 will be

payable 50% in cash and 50% in restricted share awards; and

n the Committee will reserve access to the Performance Share

Plan to the Executive Directors, while the long-term

incentives for the other employees will be in the form of an

HMRC-approved Company Share Option Plan (CSOP) or

Unapproved Share Option Plan.

Approach of recruitment and promotion

The remuneration package for a new Executive Director will be

set inaccordance with the terms of the Company’s approved

remuneration policy in force at the time of appointment.

Currently, for an Executive Director, this would include a potential

annual bonus of no more than 100% of salary and an annual

award under the LTIP of no more than 150% of salary. The

proposed remuneration policy includes a potential annual bonus

of no more than 100% of salary and an annual award under the

LTIP of not more than 200% of salary, with any grant in excess of

175% of salary being after consultation with leading shareholders.

The salary for a new Executive Director may be set below the

normal market rate, with phased increases following an initial

probationary period and over the first few years as the

Executive gains experience in their new role. The Committee

may offer new appointees additional cash and/or share-based

elements when it considers these to be in the best interests of

the Company and its shareholders, to replace remuneration

relinquished when leaving the former employer. These awards

would reflect (as far as practicable) thenature and time

horizons attaching to that remuneration and the impact of any

performance conditions. Shareholders will be informed of any

such payments at the time of appointment.

For an internal Executive Director appointment, any variable

payelement awarded in respect of the prior role will be allowed

to pay out according to its terms, adjusted as relevant to take

intoaccount the appointment. In addition, any other ongoing

remuneration obligations existing prior to appointment may

continue, provided that they are put to shareholders for

approval at the earliest opportunity.

For external Executive Director appointments, the Committee

mayagree that the Company will meet certain relocation

expenses asappropriate.

112 Ecora Resources PLC Annual Report and Accounts 2023

Indicative Executive Director total remuneration

at different levels of performance

The Company’s policy results in a significant portion of

remuneration received by the CEO and CFO being dependent

on Company performance. The chart below illustrates how the

total pay opportunity for the CEO and CFO varies under four

different performance scenarios: minimum (fixed pay only),

on-target, maximum and maximum with 50% share price

growth. This chart is indicative as share price movement and

dividend accrual have been excluded. All assumptions made

arenoted below the chart.

The minimum scenario does not include any bonus or PSP

vesting and simply allows for salary, benefits and pension while

a bonus award and partial PSP vesting is included in the

on-target scenario. The maximum scenario includes the full

vesting of the PSP and a full bonus.

Assumptions:

n minimum = fixed pay only (salary + benefits + pension).

n on-target = fixed pay, 50% vesting of the annual bonus and

25% of the LTIP awards (i.e. the value that accrues for

thresholdperformance).

n maximum = fixed pay and 100% vesting of the annual bonus

and LTIP awards.

n maximum plus 50% share price growth = fixed pay and 100%

vesting of the annual bonus and LTIP awards with 50% share

price growth applied to the LTIP awards.

n salary levels (on which other elements of the package

arecalculated) are based on those which apply from

1January 2024.

Discretion

The Committee, consistent with market practice, retains

discretion over a number of areas relating to the operation

andadministration of the annual bonus and LTIP, including:

n to adjust the performance measures and/or targets if an

event occurs which makes such variation necessary or

desirable, to ensure the performance measures and/or

targets continue to be appropriate and capable of being

measured on a fair and consistent basis, in line with the

Committee’s intention when setting the original performance

measures and/or targets;

n share awards may be adjusted in the event of a variation in

share capital or other event that may affect the Company’s

share price; and

n awards may be settled in cash in exceptional circumstances.

£2,500k

£2,000k

£1,500k

£1,000k

£500k

£0k

100% 55%

24%

21%

29%

26%

45%

24%

21%

37%

18%

17%

100% 56%

25%

19%

30%

28%

42%

26%

23%

34%

£522,100

£963,663

£1,817,350

£2,229,475

£370,950

£663,638

£207,200

£1,458,075

Fixed pay Annual bonus LTIP LTIP with 50% share price growth

Chief Executive Officer Chief Financial Officer

Minimum Taget Maximum Max + 50%

share price

growth

Minimum Taget Maximum Max + 50%

share price

growth

113Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

REMUNERATION COMMITTEE

CONTINUED

Directors’ remuneration policy continued

Chairman and Non-Executive Director fee policy

The Company aims to attract and retain a high-calibre Non-Executive Chairman and Non-Executive Directors by offering a market

competitive fee level.

For the appointment of a new Chairman or Non-Executive Director, the fee arrangement would be set in accordance withthe

approved remuneration policy in force at that time.

The Committee’s specific policy is as follows:

Element, purpose and link to strategy Operation Maximum

Board fees

Attract, retain and

fairlyreward high-

calibreindividuals

The Chairman is paid a single fee for all his responsibilities. The level of

this fee is reviewed annually by the Committee with reference to

appropriate market reference points and a recommendation is then

made to the Board (in the absence of the Chairman).

The Non-Executive Directors are paid abasic fee. Additional fees are

paid to Chairs and members of the main Board Committees and tothe

SID to reflect their extra responsibilities.

Fee levels for the Non-Executive Directors are reviewed annually

bytheChairman and Executive Directors, with reference to

appropriate market benchmarks, and a recommendation is then

madeto the Board.

All fees are paid in cash, with increases that are generally effective

from1 January in the year of review.

The Chairman and Non-Executive Directors are not eligible to

participate in the Company’s annualperformance-related incentive

schemes, share incentive schemes or pension scheme.

The Chairman and the Non-Executive Directors are entitled to

reimbursement of reasonable expenses. They may also receive limited

travel or accommodation-related benefits in connection with their role

asaDirector.

Current fee levels are set

out in the Annual Report

on Remuneration.

Overall fee limit will be

within the £600,000 limit

set out in the Company’s

Articles of Association.

Any proposed revision

tothis limit would be

subject to shareholder

approval, as required

under the Company’s

Articles of Association.

Chairman and Non-Executive Director (NED) fees for 2024

Fee levels for the Chairman and NEDs were reviewed in December 2023 to ensure that they are set at an appropriate market

leveland remain competitive. In deciding to set fees for 2024 at the levels set out below, the following considerations were taken

into account:

n the 4.5% inflationary increase applied to the remuneration of the Company’s wider workforce;

n the median fee levels set for NEDs of FTSE SmallCap companies, noting that the Company’s policy is to pay a single committee

membership fee regardless of the number of Committees an NED is a member of; and

n a detailed review of the time commitment required from the NEDs, and the Chairman in particular, which indicated this was

significantly more than similar-sized companies as a result of a small executive team and the wider workforce.

From 1 January 2024, the Chairman’s fee was increased by 14.4% and the NED fees were increased by between 5% and 13.6%

depending on the role.

Determining the fees paid to the NEDs is a matter for the Board, with the NEDs abstaining; therefore, the increases for 2024 were

approved by the Chairman and Executive Directors. No Directors were involved in any decision as to their own fees.

2024

2023

£ % Increase

Chairman 175,000 153,000 14.4%

Base fee 52,000 48,400 7.4%

Increment

Senior Independent Director 11,000 10,000 10 .0%

Committee chairmanship:

– Audit or Remuneration 10,500 10,000 5.0%

– Sustainability 7,500 7,000 7.1%

Committee membership 7,500 6,600 13.6%

114 Ecora Resources PLC Annual Report and Accounts 2023

Service contracts and payments for loss of office

The Committee, together with the Nomination Committee, reviews the contractual terms for new Executive Directors to ensure that

these reflect best practice.

The current service contracts contain provision for early termination. ADirector’s service contract may be terminated without

notice and without any further payment or compensation, except for sums accrued up to the date of termination, on the

occurrence ofcertain events such as gross misconduct. If the employing company terminates the employment of an Executive

Director inother circumstances, compensation is limited to salary due for any unexpired notice period and any amount assessed

by the Committee as representing the value of other contractual benefits (including pension) which would have been received

during the period. Payments in lieu of notice are not pensionable. The service contracts of Mr. Bishop Lafleche and Mr. Flynn

provide for a six-month notice period and an additional termination payment equivalent tosix months’ basic salary. In the event of a

change of control ofthe Company, there is no enhancement to contractual terms. The service contracts of the Executive Directors

are available for inspection at the Company’s registered office.

In summary, the contractual provisions for Executive Directors are as follows:

Provision Detailed terms

Notice period One year or less.

Termination payment Basic salary plus benefits (including pension), paid monthly and subject to mitigation.

In addition, any statutory entitlements or sums to settle or compromise claims in connection

withthetermination would be paid as necessary.

Additional termination payment to bring the total payment to the equivalent of 12 months’

basicsalary.

Remuneration

entitlements

A pro rata bonus may also become payable for the period of active service along with vesting

foroutstanding share awards (in certain circumstances – see below).

In all cases, performance targets would apply.

Change of control There are no enhanced terms in relation to a change of control.

Any share-based entitlements granted to an Executive Director under the LTIP will be determined based on the plan rules. The

default treatment is that any outstanding unvested awards lapse on cessation of employment. However, in certain prescribed

circumstances, such as death, disability, retirement or other circumstances at the discretion of the Committee (taking into account

the individual’s performance and the reasons for their departure) ‘good leaver’ status can be applied. For good leavers, the

unvested awards remain subject to performance conditions (measured over the original time period) and are reduced pro rata in

size to reflect the proportion of the performance period actually served. The Committee has the discretion to disapply time pro

rating if it considers it appropriate to do so. In determining whether an Executive Director should be treated as a good leaver or not,

the Committee will take into account the performance of the individual and the reasons for their departure.

Where an Executive Director ceases to be employed in circumstances where they are not a ‘good leaver’, share-based awards

granted in respect of the LTIP will lapse whether vested or unvested.

Payments from previously agreed remuneration arrangements

In approving this Policy, authority is given to the Company to honour any commitments entered into with current or former

Directors (such as the payment of a pension or vesting of awards under legacy share schemes) that have been disclosed to

shareholders in this andprevious remuneration reports. Details of any payments to former Directors will be set out in the Annual

Remuneration Report asthey arise.

How the views of shareholders and employees have been takeninto account

In reviewing and developing the remuneration policy, the Committee has active engaged with shareholders. During February 2024,

the Committee consulted with major shareholders and proxy advisers on the proposed revisions to the policy and its implementation

for 2024. Conversations were useful in terms of understanding the perspectives of shareholders and the Committee appreciated

the constructive feedback received.

Shareholders and proxy advisers asked that the rationale for the changes be clearly articulated in the annual report on Directors’

remuneration which we have sought to provide. From the consultation conversations, we have reduced the weighting of personal

objectives in the 2024 annual bonus scorecard from 20% to 10%. In addition, the Committee has agreed to undertake further

shareholder consultation regarding any sustainability performance measures that may be introduced to the LTIP in the future.

Executive Directors were consulted on the revised remuneration policy and non-Board employees were consulted individually on

the executive remuneration policy to the extent that it impacts upon the structure and level of their own pay and bonuses.

115Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

REMUNERATION COMMITTEE

CONTINUED

Annual Remuneration Report for 2023

This part of the report details the remuneration paid to Directors during 2023 with a comparison to the previous year.

Audited information

Elements of this section of the report have been audited. The areas of the report subject to audit are indicated in the headings.

Single figure for total remuneration (audited)

Salary/fees Benefits

(1)

Total

bonus LTIP

(2)

Pension Other

Total

remuneration

Total fixed

remuneration

Total variable

remuneration

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

Executive

Directors

M. Bishop

Lafleche

(3)

2023 417 4 174 57 42 8

(4)

702 471 231

2022 270 3 225 — 27 7

(4)

532 307 225

K. Flynn 2023 325 3 143 91 33 7

(5)

602 368 234

2022 285 4 225 — 28 — 542 317 225

Non-Executive

Directors

N.P.H. Meier 2023 153 — — — — — 153 — —

2022 145 — — — — — 145 — —

C. Coignard

(6)

2023 55 — — — — — 55 — —

2022 — — — — — — — — —

R.G. Dacomb 2023 65 — — — — — 65 — —

2022 57 — — —

— — 57 — —

J.E. Rutherford

(7)

2023 66 — — — — — 66 — —

2022 67 — — — — — 67 — —

V. Shine

(8)

2023 71 — — — — — 71 — —

2022 57 — — — — — 57 — —

R.H. Stan

(9)

2023 20 — — — — — 20 — —

2022 50 — — — — — 50 — —

(1) Benefits value consists of health insurance premiums.

(2 LTIP value consists of the 2021 awards with a performance period ending 31 December 2023 that are expected to vest as detailed on page 119,

multiplied by the three-month average share price ending 31 December 2023 of 91.9p, together with the dividend on vesting shares of 22.82p/

share.

(3) M. Bishop Lafleche was appointed to the Board as Chief Executive Officer with effect from 1 April 2022.

(4) Other remuneration for M. Bishop Lafleche consists of £8k (2022: £7k) paid under the Company’s annual leave buyback programme which

isavailable to all staff.

(5) Other remuneration for K. Flynn consists of £5k (2022: £nil) paid under the Company’s annual leave buyback programme which is available

toallstaff and £2k (2022: £nil) in dividends received under the deferred share bonus plan, detailed on page 118.

(6) C. Coignard was appointed to the Board on 1 January 2023.

(7) J.E. Rutherford was Senior Independent Director until 1 June 2023.

(8) V. Shine was appointed Senior Independent Director on 1 June 2023.

(9) R.H. Stan stepped down from the Board on 10 May 2023.

116 Ecora Resources PLC Annual Report and Accounts 2023

Annual bonus for the year ending 31 December 2023 (audited)

A set of individually crafted corporate and personal bonus criteria was agreed with the Executive Directors for the 2023 financial

year which took into account the evolving corporate and financial priorities of the Group.

Discretion

Incentives are designed to ensure they drive appropriate short and long-term behaviours and it is the Committee’s general

preference to avoid making any adjustments. The Committee did not make any discretionary adjustments to the 2023 annual

bonusoutcomes.

The bonus matrices for the Executive Directors for 2023 are detailed below.

2023 CEO scorecard – M. Bishop Lafleche

Criteria Maximum award (%) Actual outcome (%)

Corporate performance criteria

Growth 40 11

Measures for assessment included:

n acquisition of new value -adding producing and/or near producing

royalties; and

n significant value-adding M&A deal to grow the size of the Company.

ESG 15 12

Measures for assessment included:

n improving disclosures and voluntary compliance with globally recognised

sustainability frameworks;

n enhancing the Group’s sustainability risk rating as assessed by

ratingsagencies.

Financial performance 25 4.7

Measures for assessment included:

n portfolio contribution, AEPS and P/NAV (equally weighted).

Personal

performance

criteria

Personal objectives 20 14

n Leadership and direction

n Team development and succession planning

n Embedding culture

n Stakeholder engagement

n Personal development

Total 100 41.7

Growth: The Group’s leading portfolio of future-facing commodities royalties was further enhanced during 2023 with the $20m

acquisition of a 0.25% NSR royalty over the Vizcachitas copper project in Chile. In addition, the Group increased its existing NSR

royalty over the Piauí project from 1.25% to 1.60% for $7.5m, following the renegotiation of the underlying royalty agreement with

Brazilian Nickel which will use the funds to undertake further technical studies to de-risk the project prior to the state of

construction. As part of the renegotiation of the Piauí royalty agreement, the Group retains the option to acquire a further 2.65%

NSR over the Piauí project for $62.5m. The growth threshold (0% vesting) to stretch (100% vesting) hurdles were $0m to $100m and

as the acquisition totalled $27.5m (excluding transaction costs), the Committee determined that 27.5% of the hurdles had been

achieved, resulting in an overall bonus score of 11% being awarded.

ESG: Throughout 2023 the Group made substantial progress in delivering the ESG priorities set by the Sustainability Committee

including the submission of the Group’s first UNGC-COP, achieving the SBTi approved target set for Scope 1 and 2 emissions

reductions, advancing the Group’s methodology for calculating Scope 3 financed emissions as detailed in the TCFD disclosures on

pages 78 to 81 and the continued enhancement of the Group’s sustainability frameworks. The progress in delivering these priorities

was reflected in the Group’s ESG ratings issued by MSCI and Sustainalytics increasing from BBB to A and from 14.2 to 12.3

respectively in 2023. In consultation with the Sustainability Committee, it was determined that 80% of the hurdles had been

achieved, resulting in an overall bonus score of 12% being awarded.

117Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

REMUNERATION COMMITTEE

CONTINUED

Annual Remuneration Report for 2023 continued

Annual bonus for the year ending 31 December 2023 (audited) continued

Discretion continued

2023 CEO scorecard – M. Bishop Lafleche continued

Financial performance: The Group’s financial performance for the year ended 31 December 2023 is detailed in the finance review

on pages 42 to 46. For the annual bonus, 25% of each financial performance element vests for threshold performance, 50% vests

for target performance and 100% vests for stretch performance.

The portfolio contribution target range was $60m threshold, $76m target and $88m stretch ($63.6m achieved); the AEPS target

range was 11.7c threshold and 20.0c stretch (11.82c achieved); and the P/NAV trading multiple with a target range of 0.7x threshold,

0.9x target and 1.0x stretch (0.6x achieved). As above threshold performance was only achieved for the portfolio contribution and

AEPS elements, a bonus score for financial performance was determined from these elements alone. Based on the portfolio

contribution and AEPS for the year, the Committee determined that 30.6% and 25.4% of the hurdles had been achieved

respectively, resulting in an overall bonus score of 4.7%.

Personal objectives: The CEO has demonstrated strong leadership throughout 2023, with specific targets being met, in addition to

a more general assessment of personal performance. In terms of stakeholder management, overseeing the development and

execution of a comprehensive investor relations programme specifically targeting new investors in North America and Australia to

counter the weakness in the UK equity markets has made great progress. In addition, the CEO has ensured the wider team

maintains its disciplined approach to investment, evidenced by the renegotiation of the Group’s Piauí royalty. Through the

investment of $7.5m in 2023 to fund further technical studies, the Group’s option to invest a further $62.5m has been significantly

derisked while also increasing the existing royalty by 0.35% to 1.60%. With the CEO’s leadership and focus on developing the wider

team, the Group’s Investment Manager and General Counsel were appointed to the Group’s Executive Committee to further

support the CEO in the execution of the Group’s strategy. An overall bonus score of 14% was awarded.

Bonus outturn: The overall bonus score was agreed at 41.7% under the bonus scoring matrix for a total award of £174,000 The

Committee assessed that the level of bonus was reflective of the significant strategic progress delivered during the year.

2023 CFO scorecard – K. Flynn

Criteria Maximum award (%) Actual outcome (%)

Corporate performance criteria

Growth 30 8.2

Measures for assessment included:

n acquisition of new value adding producing and/or near producing royalties;

n significant value-adding M&A deal to grow the size of the Company.

ESG 15 12

Measures for assessment included:

n improving disclosures and voluntary compliance with globally recognised

sustainability frameworks;

n enhancing the Group’s sustainability risk rating as assessed by

ratingsagencies.

Financial performance 25 4.7

Measures for assessment included:

n portfolio contribution, AEPS, and P/NAV (equally weighted).

Personal

performance

criteria

Personal objectives 30 19

n Leadership and direction

n Team development and succession planning

n Process improvement

n Stakeholder engagement

n Personal development

Total 100 43.9

Growth: The CFO was assessed on the same basis as the CEO above for an overall bonus score of 8.2%.

ESG: The CFO was assessed on the same basis as the CEO above for an overall bonus score of 12%.

Financial performance: The CFO was assessed on the same basis as the CEO above for an overall bonus score of 4.7%.

118 Ecora Resources PLC Annual Report and Accounts 2023

Personal objectives: The CFO has continued to play a significant role in the execution of the Group’s strategic objectives, actively

supporting the CEO in stakeholder engagement and the targeting of new North American investors to counter the weakness in the

UK equity markets. In addition, during 2023, the CFO led improvements to the Group’s internal control environment and the

efficiency of the finance function through the successful implementation of a new information system. The CFO was also

responsible for the successful amendment and extension of the Group’s credit facility, increasing the size of the accordion feature

and renegotiating key covenants to maximise the Group’s financing flexibility to take advantage of the growth opportunities

expected in 2024. An overall bonus score of 19% was awarded.

Bonus outturn: The overall bonus score was agreed at 43.9% under the bonus scoring matrix for a total award of £143,000

(43.9%x £325,000). The Committee assessed that the level of bonus was reflective of the significant strategic progress delivered

during the year.

Scheme interests granted during 2023 (audited)

The table below summarises LTIP–PSP share awards granted to Executive Directors during 2023.

The LTIP–PSP is granted in the form of conditional shares and vesting is dependent on the Group’s performance over 2023-2025

based on the performance metrics detailed.

Type of award

Performance criteria

(weighting) Vesting schedule

Performance

period end Director Basis of award

Number of

shares awarded

Face value

at grant

LTIP – PSP

awards

TSR vs EMIX

Global Mining

Index (33%)

25% for TSR equal

to the Index; 100%

for the Index +7%

p.a. or above

31/12/2025 M. Bishop

Lafleche

150% of

salary

456,402

(1)

£625,500

(1)

K. Flynn 125% of

salary

296,424

(1)

£406,250

(1)

Portfolio

contribution (33%)

25% for achieving

threshold; 100% for

achieving stretch

Threshold:

$54.0m

Stretch: $77.0m

Adjusted earnings

per share (33%)

25% for achieving

threshold; 100% for

achieving stretch

Threshold: 10.5c

Stretch: 15.5c

(1) The face value of the LTIP–PSP awards granted to Mr. Bishop Lafleche and Mr. Flynn has been calculated using the grant price of £1.3705. This

share price has been calculated based on the five-day volume weighted average share prices between 17 February 2023 and 23 February 2023.

As receipt of the LTIP–PSP awards is conditional on performance, the actual value of these awards may be nil. Vesting outcomes will be disclosed

in the Remuneration Report for 2025.

Vesting of share-based awards during 2023 (audited)

2020 Deferred Share Bonus Plan

On 26 February 2023, the 30% of the 2020 annual bonus deferred into shares under the Deferred Share Bonus Plan (‘DSBP’) vested.

In accordance with the plan rules, at the time of grant, the Remuneration Committee resolved that the awards would be entitled to

a dividend equivalent which was settled in cash. The table below summarises these awards.

Date granted Executive Directors Number of shares

Value on

date of grant

(1)

Value on

date of vesting

(2)

Dividend equivalent

settled in cash

(3)

26/02/2021 J.A. Treger 30,344 £42,420 £41,505 £4,248

26/02/2021 K. Flynn 16,900 £23,626 £23,116 £2,366

(1) Awards made under the DSBP on 26 February 2021 were based on the mid-market closing price of 139.8p on 25 February 2021.

(2) The value on vesting is based on the mid-market closing price of 136.8p on 24 February 2023.

(3) Dividend equivalent is equal to 14.00p per share being the total dividends with record dates occurring between the date of grant and the

vestingdate.

2021 LTIP award

Performance criteria

Threshold

(25% vesting)

Stretch

(100% vesting) Weighting Outcome

TSR Index

Index +7% p.a. or

above 33.3% 0%

Portfolio contribution $47.1m $73.6m 33.3% 23.90%

Adjusted earnings per share 12.5c/share 22.5c/share 33.3% 11.88%

Estimated vesting (% of award) 35.78%

119Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

REMUNERATION COMMITTEE

CONTINUED

Annual Remuneration Report for 2023 continued

TSR

As the EMIX Global Mining Index (excluding gold and energy) was discontinued in July 2023, the Committee considered a number of

alternative indices before determining that the S&P/TSX Global Base Metals Index was the most suitable replacement as detailed on

page 121. Over the performance period, the S&P/TSX Global Base Metals Index generated a TSR of 60.0% compared to the Group’s

TSR of (0.9%), resulting in 0% vesting from the total of one-third of the award linked to TSR performance conditions.

Portfolio contribution

The Group’s portfolio contribution for the year ended 31 December 2023 of $63.6m, compared to the threshold and stretch

performance measures for portfolio contribution adjusted for disposals, such as the Narrabri royalty in 2021, set at $47.1m and

$73.6m respectively, resulting in 71.7% of the performance hurdle being achieved and an outcome of 23.90%.

Adjusted earnings per share (‘AEPS’)

In assessing the vesting of the one-third of the award dependent on AEPS, the Committee has exercised its discretion to exclude

the shares issued to acquire the portfolio of development royalties from South32 in 2022 as the issuance of shares to acquire

non-producing royalties was not included in the assumptions underlying the targets set for AEPS and the acquisition of non-

producing royalties was a change in strategy given the previous focus had been on income-producing royalties.

Excluding the shares issued for the South32 acquisition increases the Group’s AEPS for the year ended 31 December 2023 from

11.82c/share to 13.92c/share, compared to the threshold and stretch performance measures of 12.5c/share and 22.5c/share

respectively, resulting in 35.65% of the performance hurdle being achieved and an outcome of 11.88%.

The LTIP awards will therefore vest at 35.78% of the maximum on 27 May 2024

Discretion

With the exception of the adjustment made to the AEPS element of the LTIP detailed above, the Committee did not exercise any

discretion in relation to the annual bonus or LTIP and believes that the outcomes are both appropriate, based on the Company’s

performance during the year, and proportionate, having had regard to the experience of the Company’s broad range of stakeholders.

2021 LTIP award to Executive Directors

Share price

on award

(pence)

Percentage

of salary

awarded (%)

Number of

awarded

Estimated

percentage

of award

vesting (%)

Estimated

number of

eligible for

vesting

Estimated

share price

on vesting

(pence)

(2)

Estimated

value of

vesting

shares (£)

Value in

single figure

remuneration

table

attributable to

share price

appreciation

Dividend

(pence per

share)

(3)

Total

dividend on

vesting

shares (£)

M. Bishop Lafleche

(1)

140.5 100% 139,471 35.78% 49,903 91.9 45,840 - 22.82 11,388

K. Flynn 140.5 125% 222,372 35.78% 79,565 91.9 73,087 - 22.82 18,157

J. Treger

(4)

140.5 150% 179,677

(4)

35.78% 64,288 91.9 59,054 - 22.82 14,671

(1) M. Bishop Lafleche was appointed to the Board as Chief Executive Officer with effect from 1 April 2022, the 2021 LTIP awards were granted while

he was Chief Investment Officer and not a director.

(2) The vesting share price has been estimated as the three-month average share price ending on 29 December 2023.

(3) The LTIP value in the single figure remuneration table includes a cash value of 22.82 pence per share, equivalent to the dividends that the

Executive Directors would have received on the 2021 shares from award date determined by the USD:GBP exchange rate prevailing on the

records for each dividend.

(4) J. Treger stepped down from the Board on 31 March 2022, the number of share awarded have been prorated for time served, with the original

grant being 431,224 shares.

Total pension entitlements (audited)

The Company makes contributions to employees’ pensions and has designated the National Employment Savings Trust (NEST) as its

stakeholder pension provider. The Committee may pay a cash allowance in lieu of part or all of a Director’s pension contribution.

Loss of office payments and payments to former Directors (audited)

The deferred share bonus plan awards that vested in February 2023, together with the LTIP awards which were pro-rated for

service up to 31 March 2022 and had a performance period ending 31 December 2023 relating to the former CEO Mr. Treger, are

detailed in “Vesting of share-based awards during 2023 (audited) section of this report”.

There were no loss of office payments made to Directors or payments to former Directors in 2023 (2022: nil).

120 Ecora Resources PLC Annual Report and Accounts 2023

Directors’ shareholding and share interests (audited)

Details of the Directors’ interests in shares are shown in the table below.

Beneficially owned at

24 March 2024

(1)

Beneficially owned

31 December 2023

% of salary

shareholding

achieved

(2)

Shareholding

requirement

met

(3)

Not subject to

performance conditions

Subject to

performance

conditions

options

Deferred

bonus shares LTIP – PSP

Executive Directors

M. Bishop Lafleche 629,100 500,000 120% No — — 949,685

K. Flynn 240,162 240,162 73% No — — 776,630

Non-Executive Directors

N.P.H. Meier 476,051 476,051 N/A N/A — — —

C. Coignard – – N/A N/A — — —

R.G. Dacomb 110,000 110,000 N/A N/A — — —

J.E. Rutherford 118,593 118,593 N/A N/A — — —

V. Shine 10,001 10,001 N/A N/A — — —

R.H. Stan

(4)

N/A 424,981 N/A N/A

A.R.K Webb

(5)

– N/A N/A N/A — — —

(1) None of the Directors hold their shares in hedging arrangements or as collateral for loans. Such an arrangement would require the express

permission of the Board.

(2) The share price used to determine the percentage of the shareholding of salary achieved is 100p based on the share price as at 29 December 2023.

(3) The shareholding guideline for the Executive Directors is 200% of their salary within five years of appointment. From cessation, Executive Directors

are normally required to hold the lower of the in-post requirement at the time of cessation and the actual shareholding at cessation for two years.

(4) Mr. Stan stepped down from the Board on 10 May 2023, the shareholding presented represents his shareholding as at that date.

(5) Mr. Webb was appointed to the on 15 January 2024.

Total shareholder return

S&P/TSX Global Base Metals Index vs Ecora Resources PLC

Source: Refinitiv Datasteam Ecora Resources S&P/TSX Global Base Metal Index

250

200

150

100

Dec 13 Dec 17 Dec 21Dec 15 Dec 19Dec 14 Dec 18 Dec 22Dec 16 Dec 20 Dec 23

The EMIX Global Mining Index (excluding gold and energy) used as part of the LTIP performance targets was discontinued in July

2023. As a result, the Committee has considered a number of alternative indices to assess the performance of the Company’s

ordinary shares against.

The Committee has determined that the S&P/TSX Global Base Metals Index is the most suitable replacement, given the commodity

mix the constituent companies are exposed to, and will be used to assess the total shareholder return element of all in-flight and

future LTIP awards. The performance of the Company’s ordinary shares compared to the S&P/TSX Global Base Metals Index for the

ten-year period ended on 31 December 2023 is shown in the graph above. Both have been re-based at the start of the period in

order to provide a graphical measure of comparative performance.

The middle-market price of an ordinary share on 29 December 2023 was 100p. During the year, the share price ranged from a low

of 81.5p to a high of 156.8p.

Total remuneration for the CEO over time

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2022 2023

J.A. Treger

(1)

M. Bishop Lafleche

(2)

Total remuneration (£’000) 39 432 374 563 655 696 737 594 800 192 532 702

Bonus outturn (%) — 64% — 47% 71% 72% 74% 35% 92% 66% 83% 42%

LTIP vesting (%) — — — — — — — — — — — 36%

(1) J.A. Treger stepped down as CEO on 31 March 2022.

(2) M. Bishop Lafleche was appointed CEO on 1 April 2022.

The table above shows the total remuneration for the CEO during each of the financial years. The total remuneration figure is taken

from the single figure remuneration table on page 116. The bonus outturn percentage is expressed as a percentage of the cap,

where applicable, for the period in question.

121Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Annual Remuneration Report for 2023 continued

Change in Directors’ remuneration compared to UK employees

The following table sets out the year-on-year changes for the Directors’ basic salary, benefits and annual bonus amounts for 2023,

2022, and 2021. We show the average change in each element for all of the Group’s UK-based employees, all of whom are employed

by Ecora Resources PLC directly. The Committee has chosen this comparator as it feels that it provides a more appropriate

reflection of the earnings of the average worker than the movement in the Group’s total wage bill.

FY 2020 Year-on-year

change in pay

FY 2021 Year-on-year

change in pay

FY 2022 Year-on-year

change in pay

FY 2023 Year-on-year

change in pay

Salary/

fees

(1)

Benefits

(2)

Bonus

Salary/

fees

(1)

Benefits

(2)

Bonus

Salary/

fees

(1)

Benefits

(2)

Bonus

Salary/

fees

(1)

Benefits

(2)

Bonus

Executive Directors

M. Bishop Lafleche

(3)

N/A N/A N/A N/A N/A N/A N/A N/A N/A 54% 53% (23%)

K. Flynn

(4)

N/A N/A N/A –% 5% 171% 14% 30% 5% 14% 12% (36%)

Non-Executive Directors

N.P.H. Meier –% –% –% –% –% –% 16% –% –% 5.5% –% –%

C. Coignard

(5)

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

R.G. Dacomb –% –% –% 10% –% –% –% –% –% 14% –% –%

J.E. Rutherford –% –% –% 3% –% –% 3% –% –% (1%) –% –%

V. Shine

(6)

N/A N/A N/A –% –% –% 4% –% –% 25% –% –%

R.H. Stan

(7)

–% –% –% –% –% –% 4% –% –% (60%) –% –%

UK employees (2%) (22%) (45%) 6% 14% 161% 6% 20% (6%) 9% 1% (58%)

(1) There was no increase in NED base or Committee fees in 2020 or 2021; an increase is due to individuals taking on additional committee

memberships or Committee chairmanships.

(2) Benefits comprise of pension and medical cover, these being the most material; the increase between 2021 and 2022 reflects the impact of both

an increase in the pension contribution from 8.5% of base salary to 10.0% for all employees and K. Flynn together with an increase in the

underlying base salary.

(3) M. Bishop Lafleche was appointed Chief Executive Officer and appointed to the Board on 1 April 2022, the year-on-year increase in FY 2023

compares the salary received as Chief Executive Officer for 8 months in 2022 to a full year in 2023. The change in full year equivalent salaries

from 2022 to 2023 was 16%.

(4) K. Flynn was appointed to the Board on 1 January 2020.

(5) C. Coignard was appointed to the Board on 1 January 2023.

(6) V. Shine joined the Board on 23 August 2021; her full year equivalent fee in 2021 was 4% lower than 2022.

(7) R.H. Stan retired from the Board on 10 May 2023.

Distribution statement for 2023

The table below sets out the total expenditure on employee reward compared to the dividends received by shareholders,

acquisitions during the year and income taxes paid.

2023

2022

% (decrease)

/increase

Employee benefit expense

(1)

5.6 5.6 —

Dividends 22.1 19.4 14%

Acquisition of royalty and metal stream-related assets

(2)

27.5 185.0 (85%)

Income taxes paid

(3)

23.4 12.0 95%

(1) Employee benefit expense for the financial year as per note 7a to the financial statements.

(2) Acquisition of royalty and metal-related assets during the financial year is the sum of the cash flows for the purchase of mining and exploration

interests, royalty intangible assets, metal streams and royalty financial instruments per the Group’s statement of cash flows, together with fixed

deferred consideration, excluding transaction costs.

(3) Income taxes paid are as per the Group’s statement of cash flows.

Statement of shareholder voting

At last year’s AGM held on 10 May 2023, the resolution relating to the 2022 Directors’ Remuneration Report were approved by

shareholders on a show of hands. Details of the valid proxy votes received for the resolution are detailed below:

Resolution Votes for Votes against

Votes

withheld

(a)

Approval of Directors’ Remuneration Report 128,342,962 6,485,473 47,284

95.18% 4.82%

REMUNERATION COMMITTEE

CONTINUED

122 Ecora Resources PLC Annual Report and Accounts 2023

The Directors’ remuneration policy was last put to shareholders at the AGM held on 26 May 2021, where it was approved by

shareholders on a show of hands. Details of the valid proxy votes received for the resolution are detailed below:

Resolution Votes for Votes against

Votes

withheld

(a)

Approval of the Directors’ remuneration policy 93,621,298 5,624,695 88,943

94.33% 5.67%

(a) A vote ‘withheld’ is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.

External advisers

The table below details the external advisers to the Committee and the fees paid for services provided during 2023. The fees for

external advisers are charged on a time and expenses basis and are in accordance with the terms and conditions set out in the

relevant engagement letter.

The Committee are satisfied that the Korn Ferry engagement team, which provides remuneration advice to the Committee, does

not have connections with Ecora Resources PLC or its Directors that may impair its independence. The Committee reviewed the

potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts. Korn Ferry is a signatory

to the Remuneration Consultants’ Code of Conduct and has no other connection with the Company or any of the Directors.

External advisers and fees

Advisers

Fees for

committee

assistance

Korn Ferry Appointed by the Committee as external advisers from February 2020 following a competitive tender

process. Support during 2023 included attendance and advice at Remuneration Committee meetings,

specialist share award valuation services, remuneration benchmarking and advice on the

remuneration arrangements for the Directors.

£57,895

Directors’ service agreements

The Executive Directors are employed under rolling service contracts with no fixed term. The service contracts of Mr. Bishop

Lafleche and Mr. Flynn provide for a six-month notice period and an additional payment equivalent to six months’ basic salary in

line with the Group’s redundancy policy. In the event of change of control of the Company, there is no enhancement to contractual

terms. The dates of the Executive Directors’ service agreements are set out below.

Date of appointment

M. Bishop Lafleche 1 April 2022

K. Flynn 1 January 2020

The Chairman and NEDs are appointed by the Company under letters of appointment and do not have service contracts or

contracts for service. All NEDs are expected to serve for an initial period of three years, subject to annual re-election by

shareholders at the AGM. At the Board’s discretion, NEDs may have their service contracts renewed for up to two further three-year

periods. The Chairman and the NEDs have a notice period of not less than one month from either side. The dates of each NED’s

original appointment are set out below.

Date of appointment Date of most recent term Date of expiry

N.P.H Meier 30 April 2015 30 April 2021 30 April 2024

C. Coignard 1 January 2023 1 January 2023 1 January 2026

R.G. Dacomb 1 November 2019 1 November 2022 1 November 2025

J.E. Rutherford 1 November 2019 1 November 2022 1 November 2025

V. Shine 23 August 2021 23 August 2021 23 August 2024

A.R.K Webb 15 January 2024 15 January 2024 15 January 2027

Approval

This report was approved by the Board on 26 March 2024 and signed on its behalf by

V. Shine

Chair of the Remuneration Committee

123Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

DIRECTORS’ REPORT

The Directors present their report and audited consolidated

financial statements for the year ended 31 December 2023.

Principal activities

The Group’s principal royalty activities are set out in the

Strategic Report on pages 1 to 82.

Going concern

The financial position of the Group and its cash flows are set

out on pages 138 and 141. The Directors have considered the

principal risks of the Group which are set out on pages 63 to 67,

and considered key sensitivities which could impact the level of

available borrowings. As at 31 December 2023, the Group had

cash and cash equivalents of $7.9m, as set out in note 23, and

borrowings of $82.4m under its revolving credit facility, as set

out in note 25. The Group’s secured $150m revolving credit

facility was amended and extended on 31January 2024, for an

initial term of three years as detailed innotes 25 and 38.

Subject to continued covenant compliance, the Group has

access to a further $58m through its secured $150m revolving

credit facility as at the date of this report.

The Directors considered the Group’s cash flow forecasts for

the period to the end of March 2025 under base and downside

scenarios, with reference to the Group’s principal risks as set

out in the Group’s viability statement on pages 63 to 67. In all

ofthe scenarios modelled (including an aggregate downside

scenario which combines adverse movements of 10% in

respectof each of pricing, volume and currency movements),

the Group maintains sufficient liquidity throughout the

12-month period from the date of approval of these

consolidated financial statements.

The Board is satisfied that the Group’s forecasts and

projections, taking account of reasonably possible changes in

trading performance and other uncertainties, together with the

Group’s cash position and access to the revolving credit facility,

show that the Group will be able to operate within the level of

its current facilities for a period of at least 12 months from the

date of approval of the financial statements. For this reason, the

Group continues to adopt the going concern basis in preparing

its financial statements.

Results and dividends

The consolidated income statement is set out on page 136 of

the financial statements.

The Group reported a profit after tax of $0.8m (2022: $94.6m).

Total dividends for 2023 will amount to 8.5c per share (2022:

7.00p per share or 8.6c per share based on 12 month average

GBP:USD exchange rate of 1.23), combining the recommended

final dividend of 2.125c per share for the year ended 31

December 2023 with the interim dividends of 2.125p per share

paid on 26 July 2023, 25 October 2023 and 14 February 2024.

The final dividend for the year ended 31 December 2023 is

subject to shareholder approval at the 2024 AGM. The Board

proposes to pay the final dividend on 5 June 2024 to

shareholders on the Company’s share register at the close of

business on 10 May 2024. The shares will be quoted ex-dividend

on the London and Toronto Stock Exchanges on 9 May 2024.

Outlook

The outlook for, and likely future developments of, the Group are

described within the Chairman’s Statement on pages 12 and 13,

together with the Chief Executive Officer’s Statement on pages

16 and 17, and the Group’s Strategic Report on pages 1 to 82.

Directors

The names of the Directors in office on the date of approval of

these financial statements, together with their biographical

details and other information, are shown on pages 92 and 93.

With regard to the appointment and replacement of Directors,

the Company is governed by its Articles of Association, the

Companies Act 2006 and related legislation. However, in

accordance with the Code, all Directors are subject to annual

re-election.

All Directors will stand for election or re-election at the 2024

AGM, with the exception of Mr. N.P.H Meier who is stepping down

from the Board with effect from the conclusion of the AGM.

A table of Directors’ attendance at Board and Committee

meetings during 2023 is on page 87.

Directors’ powers

The Directors may exercise all the powers of the Company,

subject to applicable legislation and regulation and the

Company’s Articles of Association. The Company’s Articles of

Association may be amended by special resolution of the

shareholders.

At the 2023 AGM, held on 10 May 2023, the Directors were

given the power to:

n issue new shares up to an aggregate nominal amount of

£1,702,162 (equivalent to one-third of the Company’s issued

share capital) together with a further aggregate nominal

amount of £1,702,162 (equivalent to one-third of the

Company’s issued share capital) in connection with a

pre-emptive offer by way of a rights issue to existing

shareholders. This power will expire at the earlier of the

conclusion of the 2024 AGM or 30 June 2024;

n make market purchases of ordinary shares up to a maximum

number of 25,790,340. This power will expire at the earlier of

the conclusion of the 2024 AGM or 30 June 2024;

n to allot equity shares or sell treasury shares for cash other

than pro-rata to existing shareholders up to an aggregate

nominal amount of £515,807 (equivalent to 10% of the

Company’s issued ordinary share capital) for general

purposes and an additional power to disapply pre-emption

rights up to an aggregate nominal amount of £515,807

(equivalent to 10% of the Company’s issued ordinary share

capital) for transactions which the Directors determine to be

an acquisition or other capital investment as defined by the

Pre-emption Group in the Statement of Principles on

Disapplying Pre-Emption Rights (2022). These powers will

expire at the earlier of the conclusion of the 2024 AGM or

30June 2024.

The Group maintains insurance for its Directors and officers

against certain liabilities in relation to the Group. The Group has

entered into qualifying third-party indemnity arrangements for

the benefit of all its Directors in a form and scope which comply

with the requirements of the Companies Act 2006.

124 Ecora Resources PLC Annual Report and Accounts 2023

Political donations

No political donations were made during 2023 (2022: nil). Ecora

Resources has an established policy of not making donations

to, or incurring expenses for the benefit of, any political party in

any part of the world, including any political party or political

organisation as defined in the Political Parties, Elections and

Referendums Act 2000.

Our Greenhouse Gas Emissions

Ecora Resources is a small organisation, with thirteen employees

and two Executive Directors, which means that any emission

sources within its operational and financial control, such as

business travel, purchase of electricity, heat or cooling by the

Group, are limited. The Group’s Scope 1, Scope 2 and Scope 3

(upstream) emissions are reported on page 78, in addition,

ourScope 3 financed emissions attributable to our portfolio of

royalties and streams are reported on page 80. During the year

ended 31 December 2023, the Group consumed less than

40,000Kwh of energy (2022: <40,000Kwh) and is therefore

exempt from reporting under the UK Government’s Streamlined

Energy and Reporting Statutory Instrument: 2018/1155.

Capital structure

The structure of the Company’s ordinary share capital at

26March 2024 was as follows:

Issued

No.

Nominal value

per share

Total

% of

total

capital

Ordinary

shares 261,732,553 0.02 5,234,651 100%

Of the Company’s ordinary share capital, 3,829.152 ordinary

shares are held in treasury. Therefore, the total voting rights

inthe Company as at 26 March 2024 is 257,903,401 votes.

Change of control

A number of agreements terminate upon a change of control

ofthe Company, such as certain commercial contracts and the

revolving credit facility. None of these are considered significant

in terms of the business as a whole. There is no change

ofcontrol provision in any of the Directors’ contracts.

Rights and obligations

Dividends

The £0.02 ordinary shares carry the right to dividends

determined at the discretion of the Board.

Voting rights

The £0.02 ordinary shares carry the right to one vote per share.

Relationship agreement

On 19 July 2022, the Company entered into a relationship

agreement with South32 SA Investments Limited (South32), a

shareholder holding approximately 16.9% of the issued capital

of the Company, which contains a number of undertakings from

South32 which are intended to ensure, subject to certain

carve-outs, that the Company can operate its business

independently of South32, that all transactions between the

Company and South32 will be conducted in accordance with

the related party transaction provisions contained in Chapter

11 of the Listing Rules with which the Company voluntarily

complies and that South32 does not take any action to prevent

the Company complying with its Listing Rule obligations. The

relationship agreement also grants South32 the right to appoint

a director to the Board of the Company (although this

appointment right has not been exercised to date). The

relationship agreement (including the board appointment right)

will terminate if South32 shareholding falls below 10%.

The Board confirms that, since the relationship agreement was

entered into by the Company on 19 July 2022, as at 26 March

2024 (being the latest practicable date prior to the publication

of this annual report and accounts):

n the Company has complied with the independence provisions

included in the relationship agreement;

n so far as the Company is aware, the independence provisions

included in the relationship agreement have been complied

with by South32 and its group companies/associates as

applicable; and

n so far as the Company is aware, the procurement obligation

relating to compliance by South32’s group companies/

associates included in the relationship agreement has been

complied with by South32.

Restrictions on transfer of holdings

At the date of this report, there are no specific restrictions on

the size of a holding nor on the transfer of the Company’s

shares, which are both governed by the general provisions of

the Company’s Articles of Association and prevailing legislation.

The South32 relationship agreement contained lock-in

arrangements pursuant to which South32 agreed not to

dispose of any interests in any of the consideration shares

(comprising 43,622,091 of ordinary shares) for a nine-month

period ending on 18 April 2023 (subject to customary

exceptions). At the date of this report, these lock-in

arrangements have expired.

Special control rights

The Company’s ordinary shares are subject to transfer

restrictions and forced transfer provisions that are intended to

prevent, among other things, the assets of the Company from

being deemed to be ‘plan assets’ under US Employment

Retirement Income Security Act of 1974 (ERISA). For more

information refer to the important notices section.

125Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

Employee share schemes

Details of employee share schemes are set out on page 179 to

181 in note 30 to the financial statements.

Shares held in treasury

As at 31 December 2023, the Company holds 3,829,152 £0.02

ordinary shares in treasury following the share buyback in 2020,

detailed in note 29 to the financial statements.

Allotment of ordinary shares

On 19 July 2022, the Company issued 43,622,091 new ordinary

shares to South32 Royalty Investments Pty Ltd (South32) in

connection with the Company’s copper and nickel royalty and

portfolio acquisition from South32. In return the Company

received, the transfer of a right to a 2% net smelter return

royalty on part of the Santo Domingo project in Chile, further

details are set out in notes 18 and 29. The royalty right was

acquired by the Company for a value of $89.3m which was

partly settled by this issuance of new ordinary shares and partly

settled by the payment in cash of $10.3m. The new ordinary

shares issued had a nominal value of 2p per share and were

issued a premium of 149.4p per share and rank pari passu in

allrespects with the existing ordinary shares.

There were no allotments of ordinary shares during the year

ended 31 December 2023. As a result, the Company has not

issued any new ordinary shares (other than as part of a

pre-emptive offer) in the 12 months preceding the date of

thisAnnual Report and Accounts.

Purchase of own shares

At the AGM held on 10 May 2023, authority was given for the

Company to purchase, in the market, up to 25,790,340 ordinary

shares. This authority will expire at the 2024 AGM and, in

accordance with usual practice, a resolution to renew it for

another year will be proposed.

There were no purchases of own shares during the years ended

31 December 2023.

Substantial shareholdings

The Company has been notified, of the following interests of

3%or more in the share capital of the Company pursuant to

Rule 5 of the Disclosure Guidance and Transparency Rules.

Asat 26 March 2024 (being the latest practicable date for

inclusion in this report), the Company has not received any

additional notifications pursuant to DTR 5.

Ordinary shares

of 2p each Representing

South32 43,625,091 16.9%

Aberforth Partners 22,068,452 10.3%

Schroder Investment Management 15,974,959 7.5%

AXA Investment Managers 12,406,615 5.8%

Canaccord Genuity

WealthManagement 12,876,968 4.9%

Ransome’s Dock Limited 7,941,120 3.1%

Directors’ interests

See page 121 for a list of Directors’ interests in shares.

Internal controls

The Directors confirm that there have been no significant

changes to the system of internal controls, nor have there been

any significant breaches reported during the year. As a result,

the Board has concluded that the controls and procedures

areadequate.

Data on diversity of the Board

andExecutiveManagement

The Board’s statement on its approach to gender and ethnicity

targets, including the diversity targets set out in the UK Listing

Rules, can be found on page 126. The additional numerical data

on the diversity of the Board and executive management, in the

format prescribed by UK Listing Rule 9.8.6R(10), is set out below

as at 31 December 2023. The underlying data was collected

directly from the Board and the Executive Committee.

The Group defines Executive Management as the members of

the Executive Committee which consists of the Chief Executive

Officer and the Chief Financial Officer, who are both Directors of

the Company, together with the Investment Manager and

General Counsel.

(a) Gender Identity or Sex

Number of

Board

Members % of Board

Number of

Senior

Positions

(1)

Number in

Executive

Management

% of

Executive

Management

Men 5 71.4% 3 2 50%

Women 2 28.2% 1 2 50%

Not

specified/

Prefer not

to say — — — — —

(1) Senior Positions include: Chair, CEO, CFO and SID.

DIRECTORS’ REPORT CONTINUED

126 Ecora Resources PLC Annual Report and Accounts 2023

(b) Ethnic Background

Number of

Board

Members % of Board

Number of

Senior

Positions

(1)

Number in

Executive

Management

% of

Executive

Management

White

British or

Other

White

7 100% 4 4 100%

Mixed/

Multiple

Ethnic

Groups

— — — — —

Asian/

Asian

British

— — — — —

Black/

African/

Caribbean

/Black

British

— — — — —

Other

Ethnic

Groups,

including

Arab

— — — — —

Not

specified/

Prefer not

to say

— — — — —

(1) Senior Positions include: Chair, CEO, CFO and SID.

For further information on the Group’s approach to diversity

refer to page 53.

Auditors

Ernst & Young LLP have expressed willingness to assume the

office of external auditors. In accordance with section 489(4) of

the Companies Act 2006 a resolution to appoint auditors will be

proposed at the 2024 AGM.

Statement as to disclosure of information

toauditors

The Directors who were in office on the date of approval of

these financial statements have confirmed that, as far as they

are aware, there is no relevant audit information of which the

auditors are unaware. Each of the Directors has confirmed that

they have taken all the steps that they ought to have taken as

Directors to make themselves aware of any relevant audit

information and to establish that such audit information has

been communicated to the auditors.

Other statutory and regulatory information

Information in relation to the Group’s payment policy can be

found in note 27 and a statement on going concern is provided

in note 3.1.1.

Designated Foreign Issuer status

The Company continues to be listed on the TSX and to be a

‘reporting issuer’ in the Province of Ontario, Canada. The

Company also continues to be a ‘designated foreign issuer’, as

defined in National Instrument 71-102 – Continuous Disclosure

and Other Exemptions Relating to Foreign Issuers of the

Canadian Securities Administrators. As such, the Company is

not subject to the same ongoing reporting requirements as

most other reporting issuers in Canada. Generally, the

Company will be in compliance with Canadian ongoing

reporting requirements if it complies with the UK Financial

Conduct Authority in its capacity as the competent authority for

the purposes of Part VI of the Financial Services and Markets

Act 2000 (United Kingdom), as amended from time to time, and

the applicable laws of England and Wales (the ‘UK Rules’) and

files on its SEDAR profile at www.sedar.com any documents

required to be filed or furnished pursuant to the UK Rules.

By Order of the Board

J. Gray

Company Secretary

26 March 2024

Registered office

Kent House

3rd Floor North

14 – 17 Market Place

London

W1W 8AJ

127Ecora Resources PLC Annual Report and Accounts 2023

Strategic report Governance report Financial statements

STATEMENT OF

DIRECTORS’RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report,

the Remuneration Report and the Group and parent company

financial statements in accordance with applicable law

andregulations.

UK company law requires the Directors to prepare financial

statements for each financial year. The Directors have elected

to prepare the Group and parent company financial statements

in accordance with United Kingdom adopted international

accounting standards and International Financial Reporting

Standards (IFRSs) as issued by the International Accounting

Standards Board (IASB). 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 its profit or loss for that period. In preparing these

financial statements, International Accounting Standard

1required that Directors:

n properly select and apply accounting policies;

n present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information;

n provide additional disclosures when compliance with the

specific requirements in IFRSs are insufficient to enable users

to understand the impact of particular transactions, other

events and conditions on the entity’s financial position and

financial performance; and

n make an assessment of the Group’s ability to continue as a

going concern.

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 and, as regards the Group financial statements,

Article4 of the IAS Regulation. 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, whose names and functions are set out on pages

92 and 93, confirm that to the best of their knowledge:

n the financial statements, prepared in accordance with United

Kingdom adopted international accounting standards and

International Financial Reporting Standards (IFRSs) as issued

by the International Accounting Standards Board (IASB), give

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

and profit or loss of the Company and the undertakings

included in the consolidation taken as a whole; and

n the Strategic Report, on pages 1 to 82, which is incorporated

in the Directors’ report, includes a fair review of the

development and performance of the business and the

position of the Company and the undertakings included in

the consolidation taken as a whole, together with a description

of the principal risks and uncertainties that they face.

The Directors are responsible for the maintenance and integrity

of the corporate and financial information included on the

Group’s website, www.ecora-resources.com. Legislation in the

United Kingdom governing the preparation and dissemination

of financial statements may differ from legislation in

otherjurisdictions.

The Directors consider that the Annual Report and Accounts,

taken as a whole, is fair, balanced and understandable and

provides the information necessary for shareholders to assess

the Company’s performance, business model and strategy.

By Order of the Board

N.P.H. Meier

Chairman

26 March 2024

128 Ecora Resources PLC Annual Report and Accounts 2023

INDEPENDENT AUDITOR’S

REPORTTOTHE MEMBERS OF

ECORARESOURCESPLC

Report on the audit of the financial statements

1. Opinion

In our opinion:

n the financial statements of Ecora Resources plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view

ofthe state of the group’s and of the parent company’s affairs as at 31 December 2023 and of the group’s profit for the year

thenended;

n the group financial statements have been properly prepared in accordance with United Kingdom adopted international

accounting standards and International Financial Reporting Standards (IFRSs) as issued by the International Accounting

Standards Board (IASB);

n the parent company financial statements have been properly prepared in accordance with United Kingdom adopted international

accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

n the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, which comprise:

n the consolidated income statement;

n the consolidated statement of comprehensive income;

n the consolidated balance sheet and company balance sheet;

n the consolidated statement of changes in equity;

n the company statement of changes in equity;

n the consolidated statement of cashflows and company statement of cash flows; and

n the related notes 1 to 39.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law,

United Kingdom adopted international accounting standards and IFRSs as issued by the IASB. The financial reporting framework

that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom adopted

international accounting standards and as applied in accordance with the provisions of the Companies Act 2006.

2. 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 the parent company in accordance with the ethical requirements that are relevant to our

audit of the financial statements in the UK, including the Financial Reporting Council’s (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confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the

parentcompany.

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

3. Summary of our audit approach

Key audit matters The key audit matters that we identified in the current year were:

n Valuation of the Kestrel royalty; and

n Impairment assessment of the royalty intangibles and metal stream portfolio.

Materiality The materiality that we used for the group financial statements was $7m which was determined on the

basis of considering a range of different measures including net assets, total assets, and adjusted profit

before tax. In the current year this level of materiality has been applied for all balances and disclosures

except for the balances which contribute towards an adjusted profit before tax (PBT) metric, for which

wehave used a lower materiality of $3 million as explained in section 6.1.

Scoping Consistent with the way the group is centrally managed from the UK office, we consider the group to be

one component. Consequently, all assets, liabilities, income and expenses are subject to a full scope audit.

Significant changes

inour approach

The risk associated with the initial accounting for royalties acquired from South 32 during 2022 is no

longer represented as a key audit matter.

Strategic report

129Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

INDEPENDENT AUDITOR’S

REPORTTOTHE MEMBERS OF

ECORARESOURCESPLC CONTINUED

Report on the audit of the financial statements continued

4. Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ 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:

n assessing the financing facilities including the nature of facilities, repayment terms and covenants;

n assessing the cash flow forecasts produced by management and challenging the underlying data and key assumptions, such as

forecast commodity prices and expected production volumes, and evaluating their consistency with valuation models, budgets

and actual performance where applicable;

n testing the clerical accuracy and appropriateness of the model used to prepare the forecasts;

n challenging management’s downside scenario by considering external information on actual and forecast commodity prices

andproduction volumes;

n assessing, based on our own independent analysis, what reverse stress testing scenarios could lead either to a loss of liquidity

ora covenant breach and whether these scenarios were plausible; and

n assessing the appropriateness of the group’s going concern related financial statement disclosures.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the group’s and parent company’s ability to continue as a going concern

foraperiod of at least twelve months from when the financial statements are authorised for issue.

In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it

appropriate to adopt the going concern basis of accounting.

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

ofthisreport.

5. Key audit matters

Key audit matters are those matters that, in our professional judgement, 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) that we identified. These matters included 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.

5.1. Valuation of the Kestrel royalty

Key audit matter

description

The Kestrel royalty was held at a fair value of $77.4m at 31 December 2023 (2022: $106.7m) with

movements in fair value recognised through the income statement. The valuation of the Kestrel royalty is

subjective and contains heightened levels of judgement in relation to the discount rate used, the forecast

commodity prices and the expected production profile. Management engaged a third-party valuation

specialist to assist them in valuing this royalty asset.

Based on their analysis of the commodity yield and the relatively short life of mine, management and their

valuation specialist considered the impact of climate change not to be material, given that thermal coal

constitutes only a minor part of the Kestrel royalty over the short to medium-term period and that coking

coal, the primary product, is considered likely to remain a key input to the steel production process over

the remaining life of mine.

Due to the high level of judgements involved, the significance of this asset to the group’s portfolio and the

potential for highly material movements in fair value to be recorded in the income statement, we have

determined that there was a potential for fraud through possible manipulation of this balance.

The commodity price, discount rate and exchange rate assumptions are set out in note 15 to the financial

statements along with the related sensitivity analysis. Further details of this matter have been disclosed

inthe Audit Committee report on pages 97 and 98, in the “Key sources of estimation uncertainty” in note 4

and in note 15.

130 Ecora Resources PLC Annual Report and Accounts 2023

How the scope of our

audit responded to the

key audit matter

We obtained an understanding of relevant controls applied by management in their estimation of the fair

value, including oversight and supervision of the third-party valuation specialist.

We understood the methodology and assumptions applied by management’s specialist in performing its

valuation by reading their report and through follow up discussions with them.

We challenged the pricing assumptions incorporated in the valuation model by comparison to recent

thirdparty forecast commodity price data and other available market information.

We compared the forecast annual production incorporated by management’s specialist in their

valuationmodel to estimates provided by the operator and obtained an understanding of any

significantdifferences.

With assistance of our internal valuation specialits we preapred an independent range of discount rates

and compared that to the rate used in the valuation model.

We assessed and challenged management’s valuation specialist’s analysis of climate change factors, taking

into consideration the relatively limited remaining life of the mine.

We evaluated the capability, objectivity and competence of management’s third- party valuation specialist.

We also obtained an understanding of changes made to the key assumptions used in the valuation model

at the request of management to address the risk of any possible management bias.

We assessed the appropriateness of management’s disclosure in the financial statements, including post

balance sheet events and sensitivity analysis based on reasonably possible changes in key assumptions.

Key observations We are satisfied that the fair value of the Kestrel royalty is within an acceptable range and the associated

disclosures are appropriate.

5.2. Impairment assessment of the royalty intangibles and metal stream portfolio

Key audit matter

description

At 31 December 2023 royalty arrangements held as intangible assets and the metal stream held as

property, plant and equipment (“PP&E”) have a net carrying amount of $269.8m (2022: $252.5m m) and

$161.4m (2022: $164.7m) respectively. The assessment of whether impairment or impairment reversal

indicators exist and, if they do, estimating the recoverable amount for each cash generating unit (CGU),

being royalty arrangements and a metal stream, includes the preparation by management of a valuation

model for each CGU which requires management to adopt key judgements in relation to the discount

rates used, the forecast commodity prices, the expected production profiles and where relevant the

probability of production commencing. Management also considered climate change factors in their

impairment indicators analysis.

Further details of this matter have been disclosed in the Audit Committee report on pages 97 and 98, in

the “Key sources of estimation uncertainty” in note 4 and in notes 16 and 18.

How the scope of our

audit responded to the

key audit matter

We understood the methodology applied by management in performing its impairment test for each of

the relevant CGUs and obtained an understanding of the relevant controls over the process.

We challenged management’s assessment as to whether indicators of impairment or impairment reversal

exist for specific royalty and metal stream arrangements through evaluation of changes in production and

pricing forecasts and a review of publicly available information. We also assessed the extent to which

CGUs with a material carrying value had a level of headroom that was sensitive to changes in the key

valuation judgements highlighted above.

In respect of CGUs identified as a result of the process outlined above, together with any material new

royalty arrangements entered into during the year, we obtained the valuation models and challenged:

n the methodology of the valuation models by comparison to the underlying agreements

whereapplicable;

n the accuracy of the models by reperforming key calculations;

n the pricing assumptions adopted by management by comparison to third party forecast commodity

price data and other available market information; and

n the forecast production data by comparison to information from the operator or other publicly

availableinformation.

We involved our internal valuation specialists to prepare an independent range of discount rates and

compared those to the rates adopted by management in their valuation model.

We involved our internal mining advisory specialists to benchmark the probability factors used in the

valuation model for the non-producing assets by reference to industry data.

We challenged management’s assessment, including climate change factors, of whether and in what

timeframe projects still in the development phase would reach commercial production, through an

independent assessment based on third party data available from asset operators.

We assessed the appropriateness of management’s disclosure in the financial statements including

sensitivity analysis based on reasonably possible changes in key assumptions.

Key observations We are satisfied that the key assumptions used by management in their valuation models were within a

reasonable range, that no impairment charges or reversals were required and that the associated

disclosures were appropriate.

Strategic report

131Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

INDEPENDENT AUDITOR’S

REPORTTOTHE MEMBERS OF

ECORARESOURCESPLC CONTINUED

Report on the audit of the financial statements continued

6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of

our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Parent company financial statements

Materiality $7m $7m

Basis for determining

materiality

Materiality has been determined by considering a range of

different measures and represents 1.4% of net assets and 1.1%

of total assets.

We have applied a lower materiality of $3m for all balances that

contribute to an adjusted profit before tax (PBT) metric, with this

amount representing 9.8% of this measure.

Parent company materiality is

determined based on 2% of net assets,

being $8.1m, but has been capped at

group materiality.

Rationale for the

benchmark applied

The long-term value for shareholders is in the asset base as the

company generates its wealth through royalties and metal

streams acquired.

Although some assets are acquired at the development stage

and hence a portion of the group’s value is not yet reflected in

the income statement, a significant portion of the group’s

balance sheet is now revenue generating. Therefore we have

concluded that adjusted PBT, which represents PBT after

excluding the revaluation of royalty financial instruments,

revaluation of the Kestrel royalty and a $5.3m non-recurring

release of deferred income (see note 5), is an important metric

as it takes into consideration the value of the group’s revenue

generating assets.

Adjusted PBT in 2023 is significantly lower than the prior year

and hence we have determined it is appropriate to apply a lower

materiality of $3 million for all balances that contribute towards

this metric.

Net assets were considered a more

stable base than profits due to the

effect of unrealised fair value gains/

losses in each financial year.

The long-term value for shareholders

isalso in the asset base as the company

generates its wealth through royalties

and metal streams acquired.

Considering that these are sometimes

bought in the development phase of an

asset’s life a part of the company’s value

at this moment is not reflected in the

income statement.

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and

undetected misstatements exceed the materiality for the financial statements as a whole.

Group financial statements Parent company financial statements

Performance

materiality

70% (2022: 70%) of group materiality 70% (2022: 70%) of parent company

materiality

Basis and rationale for

determining

performance

materiality

In determining performance materiality, we considered our risk assessment, including our assessment of

the group’s overall control environment, and our past experience of the audit, which has indicated a low

number of corrected and uncorrected misstatements identified in prior periods.

6.3. Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of $350,000

(2022:$450,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We

alsoreportto the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the

financialstatements.

132 Ecora Resources PLC Annual Report and Accounts 2023

7. An overview of the scope of our audit

7.1. Identification and scoping of components

Our group audit was scoped by obtaining an understanding of

the group and its environment, including group-wide controls,

and assessing the risks of material misstatement at the group

level. Audit work to respond to the risks of material

misstatement was performed directly by the engagement team.

Consistent with the way the group is centrally managed from

the UK office, we consider the group to be one component.

Consequently, all assets, liabilities, income and expenses are

subject to full scope audit.

7.2. Our consideration of the control environment

We obtained an understanding of the internal controls which

are relevant to our audit. We also tested certain controls over

revenue. The approach remains broadly consistent with

previous years.

7.3. Our consideration of climate-related risks

In planning our audit, we considered the potential impacts of

climate change on the group’s business and its financial

statements. We challenged management’s climate-related risk

assessment and held discussions with management to

understand the group’s process for identifying climate-related

risks, the determination of mitigating actions and the impact on

the group’s financial statements. We also evaluated the Task

Force on Climate-related Financial Disclosures (TCFD) report, in

line with the latest guidance and considered whether they are

materially consistent with the financial statements and our

knowledge obtained in the audit.

The group has a limited exposure to thermal coal,

constitutingaminor part of the Kestrel royalty over the short

tomedium-term period, with the rest of the portfolio

alignedwith the requirements for new technology or not being

easily substitutable.

As disclosed in notes 15, 16 and 18 to the financial statements,

management analysed the impact of climate change on those

assets whose values are determined or impacted by modelling

future cash flows, being royalty intangible assets, metal

streamsand Kestrel coal royalty. Our audit work considered the

group’s analysis of the climate impacts on those future cash

flows, including both physical risks such as acute weather

conditionsand transitional risks such as change in demand or

commoditypricing.

We read the disclosures within the Annual Report with the

involvement of our Environmental, Social and Governance

specialists, and considered whether these disclosures are

materially consistent with our understanding of the climate-

related risks, assumptions and judgements during the year and

our knowledge obtained in the audit. We also evaluated

whether appropriate disclosures have been made in the

financial statements.

8. 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 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.

9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement,

the directors are responsible for the preparation of the 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 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.

10. 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.

A further description of our responsibilities for the audit of the

financial statements is located on the FRC’s website at: www.frc.

org.uk/auditorsresponsibilities. This description forms part of

our auditor’s report.

Strategic report

133Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

INDEPENDENT AUDITOR’S

REPORTTOTHE MEMBERS OF

ECORARESOURCESPLC CONTINUED

Report on the audit of the financial statements continued

11. Extent to which the audit was considered

capable of detecting irregularities, including fraud

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.

11.1. Identifying and assessing potential risks related to

irregularities

In identifying and assessing risks of material misstatement in

respect of irregularities, including fraud and non-compliance

with laws and regulations, we considered the following:

n the nature of the industry and sector, control environment and

business performance including the design of the group’s

remuneration policies, key drivers for directors’ remuneration,

bonus levels and performance targets;

n results of our enquiries of management and the Audit

Committee about their own identification and assessment of the

risks of irregularities including those that are specific to the

group’s sector;

n any matters we identified having obtained and reviewed the

group’s documentation of their policies and procedures

relatingto:

– identifying, evaluating and complying with laws and

regulations and whether they were aware of any instances

of non-compliance;

– detecting and responding to the risks of fraud and

whetherthey have knowledge of any actual, suspected

oralleged fraud;

– the internal controls established to mitigate risks of fraud

or non-compliance with laws and regulations;

– the matters discussed among the audit engagement team

and relevant internal specialists, including tax, climate

change, mining advisory and valuations specialists

regarding how and where fraud might occur in the financial

statements and any potential indicators of fraud.

As a result of these procedures, we considered the

opportunities and incentives that may exist within the

organisation for fraud and identified the greatest potential for

fraud in the valuation of the Kestrel royalty. In common with all

audits under ISAs (UK), we are also required to perform specific

procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory

frameworks that the group operates in, focusing on provisions

of those laws and regulations that had a direct effect on the

determination of material amounts and disclosures in the

financial statements. The key laws and regulations we

considered in this context included the UK Companies Act,

Listing Rules and tax legislation.

In addition, we considered provisions of other laws and

regulations that do not have a direct effect on the financial

statements but compliance with which may be fundamental to

the group’s ability to operate or to avoid a material penalty.

11.2. Audit response to risks identified

As a result of performing the above, we identified valuation of

the Kestrel royalty as a key audit matter related to the potential

risk of fraud. The key audit matters section of our report

explains the matter in more detail and also describes the

specific procedures we performed in response to that key

auditmatter.

In addition to the above, our procedures to respond to risks

identified included the following:

n reviewing the financial statement disclosures and testing

tosupporting documentation to assess compliance with

provisions of relevant laws and regulations described

ashaving a direct effect on the financial statements;

n enquiring of management, the Audit Committee and

externallegal counsel concerning actual and potential

litigation and claims;

n performing analytical procedures to identify any unusual or

unexpected relationships that may indicate risks of material

misstatement due to fraud;

n reading minutes of meetings of those charged with

governance; and

n in addressing the risk of fraud through management override

of controls, testing the appropriateness of journal entries and

other adjustments; assessing whether the judgements made

in making accounting estimates are indicative of a potential

bias; and evaluating the business rationale of any significant

transactions that are unusual or outside the normal course

of business.

We also communicated relevant identified laws and

regulationsand potential fraud risks to all engagement team

members including internal specialists, and remained alert to

any indications of fraud or non-compliance with laws and

regulations throughout the audit.

134 Ecora Resources PLC Annual Report and Accounts 2023

Report on other legal and regulatory requirements

12. 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:

n 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

n the strategic report and the directors’ report have been

prepared in accordance with applicable legal requirements.

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 any material

misstatements in the strategic report or the directors’ report.

13. Corporate Governance Statement

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial

statements and our knowledge obtained during the audit:

n the directors’ statement with regards to the appropriateness of

adopting the going concern basis of accounting and any material

uncertainties identified set out on page 124;

n the directors’ explanation as to its assessment of the group’s

prospects, the period this assessment covers and why the period

is appropriate set out on page 82;

n the directors’ statement on fair, balanced and understandable

setout on page 128;

n the board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out on

pages99 and 100;

n the section of the annual report that describes the review of

effectiveness of risk management and internal control systems

setout on pages 99 and 100; and

n the section describing the work of the Audit Committee set out

onpages 96 to 100.

14. Matters on which we are required to report

byexception

14.1. Adequacy of explanations received and

accountingrecords

Under the Companies Act 2006 we are required to report to

you if, in our opinion:

n we have not received all the information and explanations we

require for our audit; or

n 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

n the parent company financial statements are not in

agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report

ifin our opinion certain disclosures of directors’ remuneration

have not been made or the part of the directors’ remuneration

report to be audited is not in agreement with the accounting

records and returns.

We have nothing to report in respect of these matters.

15. Other matters which we are required

toaddress

15.1. Auditor tenure

Following the recommendation of the Audit Committee, we

were appointed by shareholders at the AGM on 11 June 2014 to

audit the financial statements for the year ending 31 December

2014 and subsequent financial periods. The period of total

uninterrupted engagement including previous renewals and

reappointments of the firm is 10 years, covering the years

ending 31 December 2014 to 31 December 2023.

15.2. Consistency of the audit report with the additional

report to the Audit Committee

Our audit opinion is consistent with the additional report to the

Audit Committee we are required to provide in accordance with

ISAs (UK).

16. 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.

As required by the Financial Conduct Authority (FCA) Disclosure

Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R,

these financial statements form part of the Electronic Format

Annual Financial Report filed on the National Storage

Mechanism of the FCA in accordance with DTR 4.1.15R – DTR

4.1.18R. This auditor’s report provides no assurance over

whether the Electronic Format Annual Financial Report has

been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.

David Paterson ACA

(Senior Statutory Auditor)

For and on behalf of Deloitte LLP Statutory Auditor

London, United Kingdom

26 March 2024

Strategic report

135Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

CONSOLIDATED INCOME STATEMENT

for the year ended 31 December 2023

Notes

		2023	2022
		$’000	$’000
Royalty and metal stream related revenue	5	61, 9 0 0	141,870
Metal streams cost of sales	16	(1, 33 8)	(4,265)
Amortisation and depletion of royalties and streams	16, 18	( 7, 4 6 7)	(9,351)
Operating expenses	6a	(10 , 8 89)	(10,849)
Operating profit before impairments, revaluations and gains on disposals		42 ,206	117,405
Impairment of royalty intangible assets	18	—	(4,083)
Revaluation of royalty financial instruments	17	(3,088)	(1,373)
Revaluation of coal royalties (Kestrel)	15	(2 8 , 52 0)	27,833
Finance income	8	921	8
Finance costs	9	(8 , 2 70)	(6,109)
Net foreign exchange gains/(losses)		70	(1,593)
Other income	10	1, 2 3 4	3,356
Profit before tax		4, 553	135,444
Current income tax charge	11	(16 , 32 5)	(34,470)
Deferred income tax credit/(charge)	11, 26	12 , 619	(6,337)
Profit attributable to equity holders		8 47	94,637
Total and continuing earnings per share
Basic earnings per share	12	0. 33c	40.43c
Diluted earnings per share	12	0.33c	40.30c

The notes on pages 142 to 194 are an integral part of these consolidated financial statements.

136 Ecora Resources PLC Annual Report and Accounts 2023

CONSOLIDATED STATEMENT

OFCOMPREHENSIVE INCOME

for the year ended 31 December 2023

Notes

		2023	2022
		$’000	$’000
Profit attributable to equity holders		8 47	94,637
Items that will not be reclassified to profit or loss
Changes in the fair value of equity investments held at fair value through other comprehensive income
Revaluation of royalty financial instruments	17	(1,7 0 6)	(3,670)
Revaluation of mining and exploration interests	19	(4 9 1)	642
Deferred taxes relating to items that will not be reclassified to profit or loss	26	624	390
		(1, 5 7 3)	(2,638)
Items that have been or may be subsequently reclassified to profit or loss
Net exchange gain/(loss) on translation of foreign operations		336	(10,355)
		336	(10,355)
Other comprehensive loss for the year, net of tax		(1, 2 3 7)	(12,993)
Total comprehensive profit for the year		(3 9 0)	81,644

The notes on pages 142 to 194 are an integral part of these consolidated financial statements.

Strategic report

137Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

CONSOLIDATED BALANCE SHEET

ANDCOMPANY BALANCE SHEET

as at 31 December 2023

		Group		Company
		2023	2022	2023	2022
	Notes	$’000	$’000	$’000	$’000
Non-current assets
Property, plant and equipment	14	3,06 3	3,632	3,063	3,632
Coal royalties (Kestrel)	15	7 7, 3 5 4	106,669	—	—
Metal streams	16	1 61, 4 4 0	164,755	—	—
Royalty financial instruments	17	32, 829	43,880	—	—
Royalty and exploration intangible assets	18	269, 8 01	252,549	—	—
Mining and exploration interests	19	2 ,79 1	3,483	367	1,059
Deferred costs	20	341	2,491	341	2,491
Investments in subsidiaries	21	—	—	412,990	352,325
Other receivables	22	33 ,70 8	37,429	114,030	160,838
Deferred tax	26	3 7, 4 51	36,632	—	—
		618 , 7 7 8	651,520	530,791	520,345
Current assets
Trade and other receivables	22	9,6 49	21,566	7,969	604
Cash and cash equivalents	23	7, 8 5 0	5,850	6,673	5,351
		17, 4 9 9	27,416	14,642	5,955
Total assets		636,277	678,936	545,433	526,300
Non-current liabilities
Borrowings	25	82 ,4 00	42,250	75,400	42,250
Other payables	27	14 , 4 61	22,649	3,346	3,423
Deferred tax	26	2 8 ,12 6	40,857	—	—
		12 4 , 9 8 7	105,756	78,746	45,673
Current liabilities
Income tax liabilities		15, 9 2 7	23,245	—	—
Derivative financial instruments	28	—	32	—	32
Trade and other payables	27	13 , 3 4 4	46,299	59,915	59,342
		29,27 1	69,576	59,915	59,374
Total liabilities		1 54,258	175,332	138,661	105,047
Net assets		4 8 2 ,019	503,604	406,772	421,253
Capital and reserves attributable to shareholders
Share capital	29	6,76 2	6,761	6,762	6,761
Share premium	29	1 6 9 , 2 12	169,212	169,212	169,212
Other reserves		103 , 2 9 3	106,742	104,546	104,317
Retained earnings		20 2 ,75 2	220,889	126,252	140,963
Total equity		4 82 ,0 19	503,604	406,772	421,253

The notes on pages 142 to 194 are an integral part of these consolidated financial statements.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 (United Kingdom) not to present the

parent company income statement. The profit for the parent company for the year was $7,258,000 (2022: profit of $86,232,000).

The financial statements of Ecora Resources PLC (registered number: 897608) on pages 136 to 141 were approved by the Board and

authorised for issue on 26 March 2024 and are signed on its behalf by:

N.P.H. Meier M. Bishop Lafleche

Chairman Chief Executive Officer

138 Ecora Resources PLC Annual Report and Accounts 2023

CONSOLIDATED STATEMENT

OFCHANGES IN EQUITY

for the year ended 31 December 2023

						Other reserves
						Share-	Foreign
					Investment	based	currency			Investment
		Share	Share	Merger	revaluation	payment	translation	Special	Treasury	in own	Retained	Total
		capital	premium	reserve	reserve	reserve	reserve	reserve	shares	shares	earnings	equity
	Notes	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Balance at 1 January 2022		5,706	87,883	94,847	9,563	508	14,307	833	114	(1,535)	144,877	357,103
Profit for the year		—	—	—	—	—	—	—	—	—	94,637	94,637
Other comprehensive income:
Changes in fair value of equity investments
held at fair value through other comprehensive income:
Valuation movement taken to equity	17, 19	—	—	—	(3,028)	—	—	—	—	—	—	(3,028)
Deferred tax	26	—	—	—	390	—	—	—	—	—	—	390
Foreign currency translation		—	—	—	—	—	(10,355)	—	—	—	—	(10,355)
Total comprehensive profit		—	—	—	(2,638)	—	(10,355)	—	—	—	94,637	81,644
Transferred to retained earnings on disposal	17, 19	—	—	—	(604)	—	—	—	—	—	604	—
Unclaimed dividends transferred to retained earnings		—	—	—	—	—	—	—	—	—	92	92
Dividends	13	—	—	—	—	—	—	—	—	—	(19,384)	(19,384)
Issue of ordinary shares	29	1,043	81,329	—	—	—	—	—	—	—	—	82,372
Utilisation of treasury shares to satisfy
employee-related share-based payments	29, 30	12	—	—	—	(230)	—	—	(12)	—	983	753
Utilisation of shares held by the employee
benefit trust to satisfy employee-related
share-based payments	30	—	—	—	—	(194)	—	—	—	1,535	(920)	421
Value of employee services	30	—	—	—	—	603	—	—	—	—	—	603
Total transactions with owners of the Company		1,055	81,329	—	(604)	179	—	—	—	1,535	(18,625)	64,857
Balance at 31 December 2022		6,761	169,212	94,847	6,321	687	3,952	833	102	—	220,889	503,604
Balance at 1 January 2023		6,7 61	16 9 , 2 12	9 4, 8 47	6, 321	687	3, 952	833	10 2	—	220,889	50 3,60 4
Profit for the year		—	—	—	—	—	—	—	—	—	8 47	8 47
Other comprehensive income:
Changes in fair value of equity investments
held at fair value through other comprehensive income:
Valuation movement taken to equity	17, 19	—	—	—	(2 ,1 9 7)	—	—	—	—	—	—	(2 ,1 9 7)
Deferred tax	26	—	—	—	62 4	—	—	—	—	—	—	62 4
Foreign currency translation		—	—	—	—	—	336	—	—	—	—	33 6
Total comprehensive profit		—	—	—	(1 , 5 7 3)	—	336	—	—	—	8 47	(39 0)
Transferred to retained earnings on disposal	17, 19	—	—	—	(3, 0 02)	—	—	—	—	—	3,0 02	—
Dividends	13	—	—	—	—	—	—	—	—	—	(22 , 0 62)	(2 2 ,0 6 2)
Utilisation of treasury shares to satisfy
employee-related share-based payments	29, 30	1	—	—	—	—	—	—	(1)	—	76	76
Value of employee services	30	—	—	—	—	791	—	—	—	—	—	791
Total transactions with owners of the Company		1	—	—	(3, 0 02)	791	—	—	—	—	(1 8,984)	(2 1 ,1 9 5)
Balance at 31 December 2023		6 ,76 2	16 9, 212	9 4 ,8 47	1, 74 6	1, 47 8	4,288	833	101	—	2 02 ,7 52	4 82 ,019

The notes on pages 142 to 194 are an integral part of these consolidated financial statements.

Strategic report

139Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

COMPANY STATEMENT

OFCHANGESINEQUITY

for the year ended 31 December 2023

Other reserves

capital

premium

Merger

reserve

Investment

revaluation

reserve

Share-

based

payment

reserve

Foreign

currency

translation

reserve

Special

reserve

Treasury

Retained

earnings

Total

equity

Notes $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Balance at 1 January 2022 5,706 87,883 94,847 212 508 7,595 833 114 72,242 269,940

Changes in equity for 2022

Changes in fair value of equity investments held at

fair value through other comprehensive income:

Valuation movement taken to equity 19 — — — 645 — — — — — 645

Net income recognised directly in equity — — — 645 — — — — — 645

Profit for the period — — — — — — — — 86,232 86,232

Total recognised income and expenses — — — 645 — — — — 86,232 86,877

Transferred to retained earnings on disposal 19 — — — (604) — — — — 604 —

Unclaimed dividends transferred to retained

earnings — — — — — — — — 92 92

Dividends — — — — — — — — (19,384) (19,384)

Foreign currency translation — —

— — — — — — — —

Issue of ordinary shares 29 1,043 81,329 — — — — — — — 82,372

Utilisation of treasury shares to satisfy employee-

related share-based payments 29, 30 12 — — — (230) — — (12) 983 753

Utilisation of shares held by the employee benefit

trust to satisfy employee-related share-based

payments — — — — (194) — — — 194 —

Value of employee services 30 — — — — 603 — — — — 603

Balance at 31 December 2022 6,761 169,212 94,847 253 687 7,595 833 102 140,963 421,253

Balance at 1 January 2023 6,761 169,212 94,847 253 687 7,595 833 102 140,963 421,253

Changes in equity for 2023

Changes in fair value of equity investments held at

fair value through other comprehensive income:

Valuation movement taken to equity 19 — — — (544) — — — — — (544)

Net income recognised directly in equity — — — (544) — — — — — (544)

Profit for the period — — — — — — — — 7,258 7,258

Total recognised income and expenses — — — (544) — — — — 7,258 6,714

Transferred to retained earnings on disposal 19 — — — (17)

— — — — 17 —

Dividends — — — — — — — — (22,062) (22,062)

Utilisation of treasury shares to satisfy employee-

related share-based payments 29, 30 1 — — — — — — (1) 76 76

Value of employee services 30 — — — — 791 — — — — 791

Balance at 31 December 2023 6,762 169,212 94,847 (308) 1,478 7,595 833 101 126,252 406,772

The notes on pages 142 to 194 are an integral part of these consolidated financial statements.

140 Ecora Resources PLC Annual Report and Accounts 2023

CONSOLIDATED STATEMENT OF CASH

FLOWS AND COMPANY STATEMENT

OFCASH FLOWS

for the year ended 31 December 2023

		Group		Company
		2023	2022	2023	2022
	Notes	$’000	$’000	$’000	$’000
Cash flows from operating activities
Profit before taxation		4, 553	135,444	7,868	83,189
Adjustments for:
Finance income	8	(9 2 1)	(8)	(604)	(349)
Finance costs	9	8,270	6,109	8,244	6,722
Net foreign exchange (gains)/losses		(70)	1,593	2,253	402
Other (income)/losses	10	(1, 2 3 4)	(3,356)	(1,606)	726
Impairment of royalty and exploration intangible assets	18	—	4,083	—	—
Revaluation of royalty financial instruments	17	3,088	1,373	(718)	11,138
Royalties due or received from royalty financial instruments	17	718	2,782	718	2,782
Deferred income recognised as royalty revenue in currentyear	5	(4, 4 53)	—	—	—
Revaluation of coal royalties (Kestrel)	15	28, 520	(27,833)	—	—
Depreciation of property, plant and equipment	14	681	355	681	355
Amortisation and depletion of royalties and streams	16, 18	7, 4 6 7	9,351	—	—
Amortisation of deferred acquisition costs	22	17	17	17	17
Impairment of investment in subsidiaries		—	—	390	169
Intercompany dividends		—	—	(20,178)	(105,486)
Share-based payment	30	899	709	899	709
		47, 5 3 5	130,619	(2,036)	374
Decrease/(increase) in trade and other receivables		9,7 31	8,224	1,402	(926)
(Decrease)/increase in trade and other payables		(3 46)	5,700	(128)	(72)
Cash generated from operations		56, 920	144,543	(762)	(624)
Income taxes paid		(23,380)	(12,048)	(641)	(984)
Net cash generated from/(used in) operating activities		33,54 0	132,495	(1,403)	(1,608)
Cash flows from investing activities
Proceeds on disposal of mining and exploration interests	19	79	1,310	79	1,310
Investment in convertible loan		(10 9)	—	—	—
Purchase of property, plant and equipment	14	(112)	(537)	(112)	(537)
Purchase of royalty and exploration intangibles	18	(5 7,0 0 3)	(59,360)	—	—
Purchase of royalty financial instruments	17	(7, 5 6 4)	—	—	—
Proceeds on disposal of royalty intangibles	22	5, 338	5,029	—	—
Proceeds on disposal of royalty financial instruments	17	13, 6 9 0	—	—	—
Purchase of metal streams	16	—	(3,323)	—	—
Repayments under commodity-related financing agreements	22	2 ,3 07	2,859	2,307	2,859
Prepaid acquisition costs		50	—	50	—
Finance income	8	151	8	128	—
Intercompany dividends		—	—	19,373	113,406
Loans granted to subsidiary undertakings		—	—	(40,760)	(6,136)
Loan repayments from subsidiary undertakings		—	—	7,882	13,700
Net cash (used in)/generated from investing activities		(4 3 ,17 3)	(54,014)	(11,053)	71,033
Cash flows from financing activities
Drawdown of revolving credit facility	24, 25	96,000	49,500	89,000	49,500
Repayment of revolving credit facility	24, 25	(55, 8 50)	(119,250)	(55,850)	(119,250)
Loans from subsidiary undertakings		—	—	49,032	45,049
Repayment of loans from subsidiary undertakings		—	—	(39,975)	(24,751)
Proceeds from issue of share capital	29	—	922	—	922
Dividends paid	13	(2 2 , 0 6 2)	(19,384)	(22,062)	(19,384)
Lease payments	14	(357)	(312)	(357)	(312)
Finance costs	9, 20	(6, 010)	(4,213)	(5,525)	(3,776)
Net cash generated from/(used in) financing activities		11, 7 2 1	(92,737)	14,263	(72,002)
Net increase/(decrease) in cash and cash equivalents		2,088	(14,256)	1,807	(3,010)
Cash and cash equivalents at beginning of period		5,85 0	21,992	5,351	8,649
Effect of foreign exchange rates		(8 8)	(1,886)	(485)	(288)
Cash and cash equivalents at end of period		7, 8 5 0	5,850	6,673	5,351

(1)

(1) Includes deferred consideration paid in current year of $36.7m (2022: $9.2m)

The notes on pages 142 to 194 are an integral part of these consolidated financial statements.

Strategic report

141Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

for the year ended 31 December 2023

1 General information

Ecora Resources PLC (the ‘Company’) and its subsidiaries (together, the ‘Group’) secure natural resources royalties and streams

by creating new royalties directly with operators or by acquiring existing royalties and streams. The Group has royalties and

investments in mining and exploration interests primarily in Australia, North and South America and Europe, with a diversified

exposure to commodities represented by cobalt, coking coal, iron ore, copper, vanadium, uranium and gold.

The Company is a public limited company, which is listed on the London Stock Exchange and Toronto Stock Exchange. The Company

was incorporated and is domiciled in the United Kingdom and registered in England and Wales. The address of its registered office

is Kent House, 3rd Floor North, 14–17 Market Place, London W1W 8AJ, United Kingdom (registered number: 897608).

2 Changes in accounting policies and disclosures

The accounting policies applied are consistent with those adopted and disclosed in the Group financial statements for the year

ended 31 December 2022. The Group has applied the following amendments for the first time for the financial year commencing

1 January 2023:

n Definition of Accounting Estimate – Amendments to IAS 8

n Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

n Deferred tax relates to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

n IFRS 17 Insurance Contracts (including the June 2020 and December 2021 Amendments to IFRS 17) (the Group does not have any

contracts that meet the definition of an insurance contract under IFRS 17)

n Amendments to IAS 12 Income Taxes – International Tax Reform – Pillar Two Model Rules (not applicable to the Group)

None of the amendments effective 1 January 2023 had an impact on the Group.

New and revised IFRS Standards in issue but not yet effective

The Group has not early adopted any other amendment, standard or interpretation that has been issued but is not yet effective.

It is expected that, where applicable, these standards and amendments will be adopted on each respective effective date. The

following new or amended IFRS accounting standards, amendments and interpretations not yet adopted are not expected to have

a significant impact on the Group:

Lease Liability in a Sale and Leaseback – Amendments to IFRS 16

The amendments specify requirements for seller-lessees to measure the lease liability in a sale and leaseback transaction.

The amendments do not change the accounting for leases unrelated to sale and leaseback transactions.

The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and will be applied from that date.

Classification of Liabilities as Current or Non-current – Amendments to IAS 1, and Non-current Liabilities with

Covenants – Amendments to IAS 1

The narrow-scope amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current

or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the entity’s

expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). The amendments also clarify

what IAS 1 means when it refers to the ‘settlement’ of a liability.

The amendments are effective for annual periods beginning on or after 1 January 2024, and will be applied from that date.

Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7

The objective of the new disclosures is to provide information about supplier financing arrangements that enables investors

to assess the effects on an entity’s liabilities, cash flows and the exposure to liquidity risk.

The amendments are effective for annual periods beginning on or after 1 January 2024, and will be applied from that date.

3 Material accounting policies

The material accounting policies applied in the preparation of these consolidated financial statements are set out below.

These policies have been consistently applied to all the years presented unless otherwise stated.

3.1 Basis of preparation

The financial statements have been prepared in accordance with the requirements of the Companies Act 2006, UK adopted

International Accounting Standards and International Financial Reporting Standards (IFRSs) as issued by the International

Accounting Standards Board (IASB) and those parts of the Companies Act 2006 applicable to companies reporting under those

standards and the requirements of the Disclosure and Transparency Rules of the Financial Conduct Authority in the United

Kingdom as applicable to periodic financial reporting.

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of coal royalties

(investment property) and certain financial instruments, to the extent required or permitted under IFRS as set out in the relevant

accounting policies. A summary of the principal Group accounting policies is set out below.

The preparation of financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements are disclosed in note 4.

142 Ecora Resources PLC Annual Report and Accounts 2023

3 Material accounting policies continued

3.1 Basis of preparation continued

3.1.1 Going concern

The financial position of the Group and its cash flows are set out on pages 138 and 141. The Directors have considered the principal

risks of the Group which are set out on pages 63 to 67, and considered key sensitivities which could impact the level of available

borrowings. As at 31 December 2023, the Group had cash and cash equivalents of $7.9m, as set out in note 23, and borrowings of

$82.4m under its revolving credit facility, as set out in note 25. The Group’s secured $150m revolving credit facility was amended

and extended on 31 January 2024, for an initial term of three years as detailed in notes 25 and 38. Subject to continued covenant

compliance, the Group has access to a further $58m through its secured $150m revolving credit facility as at the date of this report.

The Directors considered the Group’s cash flow forecasts for the period to the end of March 2025 under base and downside

scenarios, with reference to the Group’s principal risks as set out in the Group’s Viability Statement on page 82. In all of the

scenarios modelled (including an aggregate downside scenario which combines adverse movements of 10% in respect of each of

pricing, volume and currency movements), the Group maintains sufficient liquidity throughout the period of assessment.

The Board is satisfied that the Group’s forecasts and projections, taking account of reasonably possible changes in trading

performance and other uncertainties, together with the Group’s cash position and access to the revolving credit facility, show

that the Group will be able to operate within the level of its current facilities for the period of at least 12 months from the date of

approval of the financial statements. For this reason, the Group continues to adopt the going concern basis in preparing its

financial statements.

3.2 Consolidation

The financial statements incorporate a consolidation of the financial statements of the Company and entities controlled by the

Company, its subsidiaries. Control is achieved when the Company has the power over the investee, is exposed, or has rights,

to variable returns from its involvement with the investee and has the ability to affect those returns through its power over

the investee.

The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing

whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to

the Group. They are de-consolidated from the date that control ceases.

Investments in subsidiaries are accounted for in the parent company at cost less impairment. Cost is adjusted to reflect changes in

consideration arising from contingent consideration amendments. The carrying values of investments in subsidiaries are reviewed

at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s

recoverable amount is estimated.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated on

consolidation. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to

ensure consistency with the policies adopted by the Group.

3.3 Foreign currencies

(a) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary

economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented

in US dollars, which is the Company’s functional and the Group’s presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates

prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting

from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognised in the income statement. Non-monetary assets and liabilities measured at

historical cost are translated using the exchange rates at the date of the transaction (and not retranslated). Non-monetary assets

and liabilities measured at fair value are translated using the exchange rates at the date when fair value was determined.

The results and financial position of all the Group entities that have a functional currency different from the presentation currency

are translated into the presentation currency as follows:

n assets and liabilities for each balance sheet presented are translated at the closing rate at the balance sheet date;

n income and expenses for each income statement are translated at average exchange rates; and

n all resulting exchange differences are charged/credited to other comprehensive income and recognised in the currency

translation reserve in equity.

Strategic report

143Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

3 Material accounting policies continued

3.3 Foreign currencies continued

Exchange differences on foreign currency balances with foreign operations for which settlement is neither planned nor likely to

occur in the foreseeable future, and therefore form part of the Group’s net investment in these foreign operations, are recognised

in other comprehensive income and accumulated in the foreign currency translation reserve in equity. If a foreign operation is

partially disposed of or sold, exchange differences that were recorded in equity are reclassified in the income statement as part

of the gain or loss on sale.

3.4 Property, plant and equipment

Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment losses. The cost of

property, plant and equipment comprises its purchase price and any costs directly attributable to bringing the asset to the location

and condition necessary for it to be capable of operating in the manner intended by management. Once a mining project has been

established as commercially viable, expenditure other than that on land, buildings, plant and equipment is capitalised as a

producing asset within ‘other assets’ together with any amount transferred from ‘exploration and evaluation costs’ (note 3.7(b)).

Property, plant and equipment is depreciated over its useful life or, where applicable, over the remaining life of the mine if shorter

once it is operating in the manner intended by management. The major categories of property, plant and equipment are

depreciated on a units-of-production and/or straight-line basis as follows:

Equipment and fixtures 4 to 10 years

Other assets:

Producing assets Units of production (over reserves)

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and

the carrying amount of the asset and is recognised in profit or loss.

3.5 Coal royalties (investment property)

Royalty arrangements which are derived from the ownership of sub-stratum lands are accounted for as investment properties in

accordance with IAS 40. Investment property is held to earn a return in the form of royalty entitlements arising from mining activity

and is initially measured at cost including any transaction costs. Investment property is subsequently measured at fair value at each

reporting date with any valuation movements recognised in the income statement. Fair value is determined by a suitably qualified

independent external consultant based on the discounted future royalty income expected to accrue to the Group.

3.6 Metal streams (property, plant and equipment)

Agreements for which settlement is called for in the underlying commodity, the amount of which is based on production at the

mines, are stated at cost less accumulated depletion and accumulated impairment charges, if any.

The cost of the asset is comprised of its purchase price, any closing costs directly attributable to acquiring the asset, and, for

qualifying assets, borrowing costs. The purchase price is the aggregate cash amount paid and the fair value of any other non-cash

consideration given to acquire the asset.

Depletion

The cost of these mineral streams is allocated to the total expected deliveries to be received over the life of the mine determined by

reference to reserves, resources and exploration potential. The cost of the mineral streams is depleted on a unit-of-production

basis over the total expected deliveries to be received.

3.7 Intangible assets

(a) Royalty arrangements

Royalty arrangements which are identified and classified as intangible assets are initially measured at cost, including any

transaction costs.

Upon commencement of production at the underlying mining operation intangible assets are amortised on a straight-line basis

over the life of the mine. Amortisation rates are adjusted on a prospective basis for all changes to estimates of the life of mine.

(b) Exploration and evaluation costs

Exploration expenditure relates to the initial search for deposits with economic potential. Evaluation expenditure arises from a

detailed assessment of deposits or other projects that have been identified as having economic potential.

Expenditure on exploration and evaluation activities is capitalised when there is a high degree of confidence in the project’s viability

and hence it is probable that future economic benefits will flow to the Group. If this is no longer the case, an impairment loss is

recognised in the income statement. Amortisation of capitalised exploration and evaluation costs does not commence until the

underlying project commences commercial production.

144 Ecora Resources PLC Annual Report and Accounts 2023

3 Material accounting policies continued

3.8 Impairment of property, plant and equipment, metal streams and intangible assets

At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment, metal streams and intangible

assets to determine whether there is any indication that those assets are impaired. If such an indication is identified, the recoverable

amount of the asset is estimated in order to determine the extent of any impairment.

The recoverable amount is the higher of fair value (less costs of disposal) and value in use. In assessing value in use, the estimated

cash flows are discounted to their present value using a pre-tax discount rate that has been adjusted to reflect the risks specific to

that asset. If the recoverable amount of the asset is estimated to be less than its carrying value, the carrying amount of the asset is

reduced to its recoverable amount. An impairment loss is also recognised in the income statement.

Metal streams and intangible assets

Metal streams and royalty intangibles are assessed for indicators of impairment at each reporting date with the assessment

considering variables such as the production profiles, production commission dates where applicable, forecast commodity prices

and guidance from the mine operators.

Where indicators are identified, the starting point for the impairment review will be to measure the future cash flows expected from

the metal stream or royalty intangible should the project continue/come into production. A pre-tax nominal discount rate is applied

to the future cash flows. The discount rate applied to the metal stream or royalty intangible is derived using a capital asset pricing

model specific to the underlying project, making reference to the risk-free rate of return expected on an investment with the same

time horizon as the expected mine life, together with the country risk associated with the location of the operation. Changes in

discount rate are most sensitive to changes in the risk-free rate, country risk premiums and the expected mine life.

For metal streams and royalty intangibles not currently in production, the outcome of this net present value calculation is then risk

weighted to reflect management’s current assessment of the overall likelihood and timing of each project coming into production

and stream income arising. This assessment is impacted by news flow relating to the underlying operation in the period, in

conjunction with management’s assessment of the economic viability of the project based on commodity price projections.

Should an impairment loss subsequently reverse, the carrying amount of the asset is increased to the revised estimate of its

recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been

determined had no impairment been recognised. A reversal of an impairment loss is also recognised in the income statement.

3.9 Financial instruments

Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group has become a party to the

contractual provisions of the instrument.

(a) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments

that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active

market. On initial recognition loans and receivables are stated at their fair value. After initial recognition these are measured at

amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of

discounting is immaterial. The Group’s trade and other receivables fall into this category of financial instruments.

Contingent consideration – receivable comprises that portion of the consideration receivable under the royalty sale agreement

relating to the Narrabri royalty, contingent upon permitting and the achievement of certain volume and price thresholds as outlined

in note 18. In addition, this also comprises the contingent consideration receivable based on West Musgrave achieving commercial

production as outlined in note 22. On initial recognition the contingent consideration is stated at its fair value. After initial recognition

the contingent consideration is measured at fair value at the end of each reporting period, with any fair value gains or losses

recognised in the ‘other (losses)/income’ line item of the income statement. Fair value is determined in the manner described

in notes 22, 18 and 34.

(d) Derivative financial instruments

The Group will selectively enter into foreign exchange forward contracts to manage its exposure to foreign exchange risk associated

with its Australian and Canadian dollar denominated royalty income, when considered necessary. Further details of derivative

financial instruments are disclosed in note 28.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured

to their fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss immediately.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised

as a financial liability. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the

instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are

presented as current assets or current liabilities.

Strategic report

145Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

3 Material accounting policies continued

3.9 Financial instruments continued

(e) Mining and exploration interests

Mining and exploration interests are recognised and derecognised on a trade date where a purchase or sale of an investment

is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned,

and are initially measured at fair value, including transaction costs.

On initial recognition, the Group may make an irrevocable election to designate investments in mining and exploration equity

instruments as fair value through other comprehensive income (‘FVTOCI’). Designation as FVTOCI is not permitted if the equity

investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.

A financial asset is held for trading if:

n it has been acquired principally for the purpose of selling in the near term; or

n on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has evidence

of a recent actual pattern of short-term profit-taking; or

n it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are

measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and

accumulated in the investment revaluation reserve, within ‘other reserves’. The cumulative gain or loss is not reclassified to profit

or loss on disposal of the equity investments; instead, it is transferred to retained earnings.

Dividends on these investments in equity instruments are recognised in profit or loss in accordance with IFRS 9, unless the

dividends clearly represent a recovery of part of the cost of the investment.

The Group has designated all investments in equity instruments that are not held for trading at FVTOCI on initial application of

IFRS 9 (see notes 17 and 19).

(f) Royalty financial instruments

Royalty financial instruments are recognised or derecognised on completion date where a purchase or sale of the royalty is under

a contract, and are initially measured at fair value, including transaction costs.

All of the Group’s royalty financial instruments have been designated as at fair value through profit or loss (‘FVTPL’), with the

exception of the investment in Labrador Iron Ore Royalty Corporation for which the Group has made an irrevocable election to

designate as at FVTOCI.

The royalty financial instruments at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains

or losses recognised in the ‘revaluation of royalty financial instruments’ line item of the income statement. Fair value is determined

in the manner described in notes 18 and 34.

The Group’s investment in the equity instruments of Labrador Iron Ore Royalty Corporation is classified as a royalty financial

instrument as its primary asset is a royalty income stream. On initial recognition the Group made the irrevocable election to

designate this investment as FVTOCI. The dividends received from this investment are recognised in profit or loss, and are included

in the ‘royalty-related revenue’ line item (note 5).

(g) Financial liabilities and equity instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

(h) Trade payables

Trade payables are not interest bearing and are stated at their fair value on initial recognition. After initial recognition these are

measured at amortised cost using the effective interest method.

(i) Contingent consideration – payable

Contingent consideration – payable comprises that portion of the consideration payable under the Voisey’s Bay acquisition agreement,

as well as the West Musgrave, Santo Domingo, Nifty and Carlota royalties acquisition agreement. These payments are contingent upon

certain volume and price thresholds being achieved as outlined in notes 16 and 18 respectively. On initial recognition the contingent

consideration is stated at its fair value. After initial recognition the contingent consideration is measured at fair value at the end of each

reporting period, with any fair value gains or losses on the Voisey’s Bay acquisition recognised in the metal streams balance and any

fair value gains or losses on the West Musgrave, Santo Domingo, Nifty and Carlota royalties acquisition recognised in the royalty

intangible assets balance on the balance sheet. Fair value is determined in the manner described in notes 16, 18 and 34.

Settlement of contingent consideration is recorded as investing outflows in the cash flow statement.

(j) Deferred consideration – payable

Deferred consideration - payable is measured at amortised cost as the amount payable in the future is fixed. Settlement of deferred

consideration is recorded as either an investing or financing outflow in the cash flow statement, depending on the substance of the

arrangement at inception. Key considerations in forming this judgment will include the extent of inferred financing costs included in

the overall consideration arrangements at acquisition, the period of time over which the payments are made, the rationale for agreeing

to defer elements of the consideration and the general level of funding resources available to the Group at the time of acquisition.

146 Ecora Resources PLC Annual Report and Accounts 2023

3 Material accounting policies continued

3.9 Financial instruments continued

(k) Borrowings

Interest-bearing bank facilities are initially recognised at fair value, net of directly attributable transaction costs. Transaction costs

are recognised in the income statement on a straight-line basis over the term of the facility.

(l) Equity instruments

Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs.

3.10 Impairment of financial assets

The Group recognises a loss allowance for expected credit losses (‘ECL’) on investments in debt instruments that are measured

at amortised cost or at FVTOCI and trade receivables. The amount of expected credit losses is updated at each reporting date

to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group’s primary asset held at

amortised cost is the interest-bearing loan to Denison Mines Corp. (‘Denison’) and the non-interest-bearing deferred consideration

from the sale of the Narrabri royalty (note 22).

The Group always recognises lifetime ECL for trade receivables. The expected credit losses on these financial assets are estimated

using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors,

general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting

date, including time value of money where appropriate. Due to trade receivables ultimately representing royalty and metal stream-

related income which is typically paid within a month after the reporting date, the amount of expected credit losses is immaterial.

Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable

expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since

initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition,

the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a

financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events

on a financial instrument that are possible within 12 months after the reporting date.

3.11 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income

statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes

items that are never taxable or deductible. The Group’s liability for current tax is calculated by using tax rates and laws that have

been enacted or substantively enacted by the reporting date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities

in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using

the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and

deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible

temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the

initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in

a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates,

and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable

that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary

differences associated with such investments and interests are only recognised to the extent that it is probable that there will be

sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the

foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer

probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the liability is settled or the asset is realised

based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which

the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current

tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its

current tax assets and liabilities on a net basis.

Strategic report

147Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

3 Material accounting policies continued

3.11 Taxation continued

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other

comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive

income or directly in equity respectively. Where current or deferred tax arises from the initial accounting for a business

combination, the tax effect is included in the accounting for the business combination.

3.12 Share-based payments

The Group operates a number of equity-settled, share-based compensation plans, under which the entity receives services from

employees as consideration for equity instruments (options and jointly owned shares) of the Company.

The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total

amount to be expensed is determined by reference to the fair value of the options granted:

n including any market performance conditions;

n excluding the impact of any service and non-market performance vesting conditions; and

n including the impact of any non-vesting conditions..

Non-market vesting conditions are included in assumptions about the number of options and jointly owned shares that are

expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting

conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options and

jointly owned shares that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision

to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

When options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction

costs are credited to share capital and share premium when the options are exercised.

3.13 Reserves

Equity comprises the following:

n ‘‘Share capital’ represents the nominal value of equity shares in issue.

n ‘Share premium’ represents the excess over nominal value of the fair value of consideration received for equity shares, net of

issuance costs.

Other reserves comprise the following:

n ‘Merger reserve’ is created when more than 90% of the shares in a subsidiary are acquired and the consideration includes the

issue of new shares by the Company.

n ’Investment revaluation reserve‘ represents gains and losses due to the revaluation of the investments in mining and exploration

interests and royalty financial instruments designated as fair value through other comprehensive income, from the opening

carrying values, including the effects of deferred tax and foreign currency changes.

n ‘Share-based payment reserve’ represents equity-settled share-based employee remuneration until such share options are exercised.

n ‘Foreign currency reserve’ represents the differences arising from translation of investments in overseas subsidiaries.

n ‘Special reserve’ represents the level of profit attributable to the Group for the period ended 30 June 2002 which was created as

part of a capital reduction performed in 2002.

n ‘Treasury shares’ represents the shares acquired by the Group under the share buy-back programme in 2020 (note 29).

n ‘Investment in own shares’ represents the shares held by the Anglo Pacific Group Employee Benefit Trust for awards made under

the Group’s various share-based payment plans (notes 29 and 30).

n ‘Retained earnings’ represents retained profits.

3.14 Revenue recognition

Revenue relating to the Group’s royalties is measured at the fair value of the consideration received or receivable after deducting

discounts, value added tax and other sales tax. The royalty income becomes receivable on extraction and sale of the relevant

minerals, and once able to be reliably measured, the revenue is recognised.

Revenue relating to metal sales is recognised in a manner that depicts the pattern of the transfer of goods to customers. The

amount recognised reflects the amount to which the Group expects to be entitled in exchange for those goods and services. Sales

contracts are evaluated to determine the performance obligations, the transaction price and the point at which there is transfer of

control. In determining whether a sale has completed, the Group considers the indicators of the transfer of control, which include,

but are not limited to, whether:

n the Group has a present right to payment;

n the customer has legal title to the asset;

n the Group has transferred physical possession of the asset to the customer; and

n the customer has the significant risks and rewards of ownership of the asset.

Revenue from contracts with customers is measured at the fair value of consideration received or receivable as at the date control

is transferred.

148 Ecora Resources PLC Annual Report and Accounts 2023

3 Material accounting policies continued

3.14 Revenue recognition continued

Interest income is accrued on a time basis, by reference to the carrying value and at the effective interest rate applicable, which is

the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net

carrying amount.

Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.

3.15 Leases

Group as lessee

The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a right-of-use

asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases

(defined as leases with a lease term of 12 months or less) and leases of low-value assets (such as small items of office equipment

and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over

the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from

the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental

borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease

liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The lease

liability is included within non-current trade and other payables (refer to note 27) in the consolidated balance sheet.

The right-of-use assets comprise the initial measurement of the corresponding lease liability and lease payments made at or before

the commencement date, less any lease incentives received and any initial direct costs. They are subsequently measured at cost

less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is

located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised

and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related

right-of-use asset.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers

ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase

option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the

commencement date of the lease.

The right-of-use assets are included within property, plant and equipment (refer to note 14) line in the consolidated balance sheet.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss

as described in the impairment of property, plant and equipment and intangible assets policy (refer to note 3.8).

3.16 Dividend distribution

Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period

in which the dividends are approved by the Company’s shareholders or, in the case of the interim dividend, when it is paid to the

shareholders.

3.17 Alternative Performance Measures

The financial statements include certain Alternative Performance Measures (APMs) which include adjusted earnings per share,

adjusted dividend cover, free cash flow per share and portfolio contribution. These APMs are defined in the table of contents

and explained in the Strategic Report on the inside front cover, and are reconciled to GAAP measures in the notes 12, 13, 35 and

36 respectively.

4 Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, the Directors are required to make judgements and estimates that can have

a significant impact on the financial statements. Estimates and judgements are regularly evaluated and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The most critical accounting judgement relates to the Group’s classification of royalty and stream arrangements. The key sources

of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities in the next financial period relate to the calculation of the fair value of certain royalty arrangements, and the key

assumptions used when assessing impairment of intangible assets. The use of inaccurate or unreasonable assumptions in

assessments made for any of these estimates could result in a significant impact on the financial statements.

Strategic report

149Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

4 Critical accounting judgements and key sources of estimation uncertainty continued

Critical accounting judgements

Classification of royalty and streaming arrangements: initial recognition and subsequent measurement

The Directors must decide whether the Group’s royalty and metal stream arrangements should be classified as:

n intangible assets in accordance with IAS 38 Intangible Assets;

n financial assets in accordance with IFRS 9 Financial Instruments;

n investment properties in accordance with IAS 40 Investment Property; or

n property, plant and equipment in accordance with IAS 16 Property, Plant and Equipment.

The Directors use the following selection criteria to identify the characteristics which determine which accounting standard to apply

to each royalty arrangement:

Type 1 – Intangible assets (‘vanilla’ royalties): Royalties, in their simplest form, are classified as intangible assets by the Group. The

Group considers the substance of a simple vanilla royalty to be economically similar to holding a direct interest in the underlying

mineral asset. Existence risk (the commodity physically existing in the quantity demonstrated), production risk (that the operator

can achieve production and operate a commercially viable project), timing risk (commencement and quantity produced, determined

by the operator) and price risk (returns vary depending on the future commodity price, driven by future supply and demand) are

all risks which the Group participates in on a similar basis to an owner of the underlying mineral licence. Furthermore, in a vanilla

royalty, there is only a right to receive cash to the extent there is production and there are no interest payments, minimum payment

obligations or means to enforce production or guarantee repayment. These are accounted for as intangible assets under IAS 38.

Type 2 – Financial assets (royalties with additional financial protection): In certain circumstances where the ‘vanilla’ risk is considered

too high, but the Group still fundamentally believes in the quality or potential of the underlying resource, the Group will look to

introduce additional protective measures. This has typically taken the form of performance milestone penalties (usually resulting in

the receipt of cash or cash equivalent), minimum payment terms and interest provisions or mechanisms to convert the initial outlay

into the equity instruments of the operator in the event of project deferral. Once an operation is in production, these mechanisms

generally fall away such that the royalty will display identical characteristics and risk profile to the vanilla royalties; however, it is the

contractual right to enforce the receipt of cash through to production which results in these royalties being accounted for as

financial assets under IFRS 9.

Type 3 – Investment property (coal royalties): Royalties which are derived from the ownership of sub-stratum land are accounted for

as investment properties under IAS 40, although the substance of their commercial terms is identical to vanilla royalties. The Group

does not expect to obtain royalties in this manner going forward, as it is unusual for sub-stratum minerals not to be the property

of the state.

Type 4 – Property, plant and equipment (metal streams): Similar to the Group’s royalty intangible assets, metal streams expose the

Group to existence risk (the commodity physically existing in the quantity reported), production risk (that the operator can achieve

production and operate a commercially viable project), timing risk (commencement and quantity produced, determined by the

operator) and price risk (returns vary depending on the future commodity price, driven by supply and demand) on a similar basis

to the owner of the underlying mineral licence. However, unlike the Group’s royalty intangible assets, metal streams result in the

physical delivery of the underlying commodity with the consequent inventory risk prior to sale and the revenue generated is

under the Group’s direction, rather than a percentage of revenue generated by the operator. As a result of physical delivery of the

underlying commodity and the associated inventory risk prior to sale, metal streams are classified as property, plant and equipment

and accounted for under IAS 16.

150 Ecora Resources PLC Annual Report and Accounts 2023

4 Critical accounting judgements and key sources of estimation uncertainty continued

Critical accounting judgements continued

Classification of royalty and streaming arrangements: initial recognition and subsequent measurement continued

A summary of the Group’s accounting approach is set out below:

Accounting classification	Substance of contractual terms	Accounting treatment	Examples
Royalty intangible	n Simple royalty with no right	n Investment is presented as an intangible asset	n Mantos Blancos
assets	to receive cash other than	and carried at cost less accumulated	n Maracás Menchen
	through a royalty related to	amortisation and any impairment provision	n Four Mile
	production	n Royalty income is recognised as revenue in the	n Salamanca
		income statement	n Pilbara
		n Intangible asset is amortised on a systematic	n Ring of Fire
		basis	n Cañariaco
		n Intangible asset is assessed for indicators of
		impairment at each period end	n Ground Hog
			n Amapá
			n Santo Domingo
			n West Musgrave
			n Nifty
			n Carlota
			n Vizcachitas
Royalty financial	n Royalty arrangement with a	n Financial asset is recognised at fair value on the	n EVBC
instruments	contractual right to receive	balance sheet	n Dugbe 1
	cash (e.g. through a	n Fair value movements taken through the income	n McClean Lake
	mandated interest rate or	statement (FVTPL), with the exception of the	n Piauí
	milestones which, if not met,	LIORC investment where fair value movements
	trigger repayment)	are taken through other comprehensive income	n LIORC
		(FVOCI)
		n Royalty income is not recognised as revenue in
		the income statement and instead reduces the
		fair value of the asset, with the exception of the
		dividends received from the LIORC investment
		which are included in royalty-related revenue on
		the income statement
Investment property	n Direct ownership of	n Coal royalties accounted for as investment	n Kestrel
– coal royalties	sub-stratum land	property are carried at fair value on the balance	n Crinum
	n Returns based on royalty-	sheet
	related production	n Movements in fair value recognised in income
		statement
		n Royalty income is recognised as revenue in the
		income statement
Property, plant and	n Agreement settled through	n Metal streams accounted for as property, plant	n Voisey’s Bay
equipment – metal	the physical delivery of the	and equipment are carried at cost less
streams	underlying commodity	accumulated depletion and any impairment
	n Inventory risk prior to sale is	provision
	borne by the Group	n Metal stream sales are recognised as revenue in
	n Revenue is generated under	the income statement
	the Group’s direction, rather	n Metal streams are depreciated on a systematic
	than a percentage of revenue	basis, using units of production and recognised
	generated by the operator	as accumulated depletion
		n Metal stream asset is assessed for indicators of
		impairment at each period end

Strategic report

151Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

4 Critical accounting judgements and key sources of estimation uncertainty continued

Critical accounting judgements continued

Classification of Vizcachitas royalty acquired: initial recognition and subsequent measurement

On 3 August 2023, the Group entered into an NSR royalty agreement over the PFS-stage Vizcachitas project in Chile (note 18).

The Directors considered the Group’s existing criteria to identify the characteristics which determine which accounting standard

to apply to the royalties as detailed in the ‘Classification of royalty and streaming arrangements: initial recognition and subsequent

measurement’ section above.

Under the royalty agreements the Group has no right to receive cash other than through a royalty related to production and the

Directors concluded that the royalties should be classified as royalty intangible assets in accordance with IAS 38 Intangible Assets.

In accordance with IAS 38, the royalty intangible assets are stated at cost less accumulated depreciation and accumulated

impairment charges, if any. The cost of the asset is comprised of its purchase price and any closing costs directly attributable

to acquiring the asset. The purchase price is the aggregate cash amount paid.

Amortisation

The cost of the royalty intangible assets is being allocated in accordance with the Group’s intangible assets accounting policy

detailed in note 3.7.

Impairment review

The royalty intangible assets are being assessed for indicators of impairment in accordance with the Group’s intangible assets

accounting policy detailed in note 3.8.

Classification of West Musgrave, Santo Domingo, Nifty and Carlota royalties acquired: initial recognition

and subsequent measurement

On 19 July 2022, the Group acquired a high-quality portfolio of royalties over advanced development stage copper and nickel

projects (note 18). The Directors considered the Group’s existing criteria to identify the characteristics which determine which

accounting standard to apply to the royalties as detailed in the ‘Classification of royalty and streaming arrangements: initial

recognition and subsequent measurement’ section above.

Under the royalty agreements the Group has no right to receive cash other than through a royalty related to production (apart from

the West Musgrave payment detailed below) and the Directors concluded that the royalties should be classified as royalty intangible

assets in accordance with IAS 38 Intangible Assets.

In accordance with IAS 38, the royalty intangible assets are stated at cost less accumulated depreciation and accumulated

impairment charges, if any. The cost of the asset is comprised of its purchase price and any closing costs directly attributable to

acquiring the asset. The purchase price is the aggregate cash amount paid and the fair value of any other non-cash consideration

given to acquire the asset.

Under the West Musgrave royalty the Group is entitled to a A$10m payment on commercial production being achieved at West

Musgrave, which is distinct from and separate to the net smelter return royalty and is accounted for as a financial asset and

measured at fair value through profit or loss (FVTPL) (note 22).

The purchase price of the Santo Domingo royalty was partially settled in Company shares. The number of consideration shares

issued as part consideration for Santo Domingo was determined in the Royalty Sale Agreement based on a 30-day volume weighted

average price (“VWAP”), which then differed from the share price on the day the shares were issued. In accordance with IFRS 2

Share-based Payments, the Santo Domingo royalty was recognised at fair value. Therefore, the difference in the value ascribed to

the shares in the agreement and the share price at date of issue was recognised as share premium (note 29).

Amortisation

The cost of the royalty intangible assets is being allocated in accordance with the Group’s intangible assets accounting policy

detailed in note 3.7.

Impairment review

The royalty intangible assets are being assessed for indicators of impairment in accordance with the Group’s intangible assets

accounting policy detailed in note 3.8.

Contingent consideration

The contingent consideration payable in relation to the acquisition of the West Musgrave royalty is determined by reference to

minimum production thresholds and nickel prices, and has been classified as a financial liability that is carried at fair value based

on the discounted expected future cash outflows. The contingent consideration is included as a non-current liability (note 27).

Deferred consideration

The deferred consideration in relation to the West Musgrave royalty is payable quarterly, over a period of 18 months. Given the

short period over which the deferred consideration is to be paid, the carrying value is deemed to approximate the fair value and

is recognised as a current and non-current liability (note 27).

152 Ecora Resources PLC Annual Report and Accounts 2023

4 Critical accounting judgements and key sources of estimation uncertainty continued

Critical accounting judgements continued

Assessment for indicators of impairment of investments in subsidiaries

The critical accounting judgement that the directors have made in respect of the parent company balances is the extent to

which there is an indicator of impairment of investments in subsidiaries and, if so, the extent of any impairment that is required.

In assessing whether there have been any indicators of impairment, the directors have considered both external and internal

sources of information. The only indicator of impairment identified during the current financial period was the market capitalisation

of the company at the balance sheet date being lower than both the net assets of the company and the investment in subsidiaries

balance. As such, management performed an impairment test and estimated the recoverable amount of each subsidiary taking into

consideration the net present value of future cash flows in relation to the underlying royalty assets held by each subsidiary and

concluded that no impairment requires to be recognised. Additionally, it was concluded that there was not a significant risk that the

carrying amount of the investment in subsidiaries would change materially as a result of impairment within the next financial year.

Key sources of estimation uncertainty

Assessment of fair value of royalty arrangements held at fair value

A number of the Group’s royalty arrangements are held at fair value. Fair value is determined based on discounted cash flow models

(and other valuation techniques) using assumptions considered to be reasonable and consistent with those that would be applied by

a market participant. The determination of assumptions used in assessing fair values is subjective and the use of different valuation

assumptions could have a significant impact on the financial statements.

In particular, expected future cash flows, which are used in discounted cash flows models, are inherently uncertain and could

materially change over time. They are significantly affected by a number of factors including reserves and resources and timing/

likelihood of mines entering production together with economic factors such as commodity prices, discount rates and exchange rates.

The Group’s most significant royalty arrangement held at fair value is Kestrel, for which the key assumptions are those relating to

price and foreign exchange rate, for which the related sensitivity analysis is set out in note 15.

Impairment review of royalty intangible assets and metal streams

Royalty intangible assets and metal streams are assessed for indicators of impairment at each reporting date with the assessment

considering variables such as the production profiles, production commissioning dates where applicable, forecast commodity

prices and guidance from the mine operators.

Where indicators are identified, the starting point for the impairment review will be to measure the future cash flows expected from

the royalty arrangement should the project continue/come into production. A pre-tax nominal discount rate of between 10.00%

and 15.5% is applied to the future cash flows. The discount rate of each royalty and metal stream arrangement is derived using

a capital asset pricing model specific to the underlying project, making reference to the risk-free rate of return expected on an

investment with the same time horizon as the expected mine life, together with the country risk associated with the location of the

operation. Changes in discount rate are most sensitive to changes in the risk-free rate, country risk premiums and the expected

mine life.

The outcome of this net present value calculation is then risk weighted to reflect management’s current assessment of the overall

likelihood and timing of each project coming into production and royalty or metal stream income arising. This assessment is

impacted by news flow relating to the underlying operation in the period, in conjunction with management’s assessment of the

economic viability of the project based on commodity price projections.

The Group has reviewed the sensitivity of its assessment for indicators of impairment in relation to its metal streams, as detailed in

note 16. The Group has also reviewed the sesnitivity of its assessment for indicators of impairment in relation to its royatly intangibles

and concluded that any reasonable change in key inputs would not result in a material impairment within the next 12 months.

5 Royalty and metal stream related revenue

	2023	2022
	$’000	$’000
Group
Royalty revenue	52,517	118,032
Metal stream sales	5,555	18,847
Interest from royalty-related financial assets	1,822	2,144
Dividends from royalty financial instruments	2,006	2,847
	61,900	141,870

On 13 April 2022, the Supreme Court of Western Australia handed down a favourable judgment in relation to the Group’s legal

dispute with Quasar Resources Pty Ltd (‘Quasar’), the owner of the Four Mile uranium mine over which the Group has a 1% net

smelter return royalty. The judgment ruled that none of the processes at the Beverley plant or Four Mile mine amount to refining

which means that Quasar had wrongly claimed charges, costs and penalties that were for, or related to, the extraction or processing

of uranium ore into yellowcake or uranium concentrate as “Allocable Charges”.

Strategic report

153Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

5 Royalty and metal stream related revenue continued

Quasar was ordered to pay A$2.7m in additional royalties and interest in the amount of A$0.3m for the original claim which runs

from Q4 2015 to Q4 2018. The funds for the judgment amount were received in May 2022. Prior to paying the original judgment

amount, Quasar lodged an appeal. Separately, the parties reached a settlement which required Quasar to pay A$3.1m plus interest

in relation to the re-calculation of royalties for the period Q1 2019 to Q4 2021 in line with the judgment. As a result of the appeal

being lodged, as at 31 December 2022 the judgment and settlement amounts received were classified as deferred income until the

results of the appeal were known.

In December 2023 the Court of Appeal upheld the original, favourable, judgment by the Supreme Court of Western Australia.

As per the original judgment, the Court of Appeal upheld that no costs incurred at the mine or the Beverley Plant should be applied

as permitted allocable charges. As a result of the appeal decision in the Group’s favour $5.3m has been released from deferred

income, $4.5m (A$6.7m) has been recognised as royalty revenue and $0.8m (A$1.2m) has been recognised as finance income (refer

to notes 8 and 27 respectively). The deadline for Quasar to file an application for special leave to appeal has passed, and so the

Group has now reached the end of this dispute, save to agreeing legal costs which have been awarded to the Group for both the

trial and the appeal.

Interest from royalty-related financial assets for the year ended 31 December 2023 of $1.8m (2022: $2.1m) relates to interest

earned on the Group’s 13-year loan of C$40.8m with an interest rate of 10% per annum to Denison Mines, which is classified as

a non-current other receivable (note 22).

Dividends from royalty financial instruments for the year ended 31 December 2023 of $2.0m (2022: $2.8m) relates to the dividends

received from the Group’s investments in Labrador Iron Ore Royalty Corporation (2023: $1.7m; 2022: $2.5m) as described in

note 17, together with the dividends received from the Group’s investment in Flowstream Vintage (2023: $0.3m; 2022: $0.3m),

an unquoted oil and gas streaming company included in the Group’s mining and exploration interests (note 19).

6a Expense by nature

	2023	2022
	$’000	$’000
Group
Employee benefit expense (note 7a)	5,611	5,646
Professional fees	1,898	2,521
Listing fees	193	182
Depreciation of property, plant and equipment (note 14)	681	355
Other expenses	2,506	2,145
	10,889	10,849

6b Auditor’s remuneration

	2023	2022
	$’000	$’000
Group
Fees payable to Company's auditor for the audit of parent company and consolidated financial
statements	375	437
Fees payable to the Company's auditor and its associates for other services:
n The audit of Company's subsidiaries	67	38
Total audit fees	442	475
n Other assurance services pursuant to legislation	148	155
n Other services	—	—
Total non-audit fees	148	155

Details of the Company’s policy on the use of auditors for non-audit services, the reasons why the auditor was used rather than

another supplier and how the auditor’s independence and objectivity are safeguarded are set out in the Audit Committee Report

on page 99. No services were provided pursuant to contingent fee arrangements.

154 Ecora Resources PLC Annual Report and Accounts 2023

7a Employee costs

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Wages and salaries	3,877	4,066	3,849	4,030
Share-based awards to Directors and employees	899	709	899	709
Social security costs	599	653	597	649
Other pension costs	236	218	236	218
	5,611	5,646	5,581	5,606

7b Retirement benefits plans

The Group operates a money purchase group personal pension scheme. Under this scheme the Group makes contributions to

personal pension plans of individual Executive Directors and employees. The pension cost charge represents contributions payable

by the Group to these plans in respect of the year.

The total cost charged to the income statement of $236,000 (2022: $218,000) represents contributions payable to these schemes

by the Group at rates specified in the rules of the schemes. As at 31 December 2023, contributions of $27,000 (2022: $35,000)

due in respect of the current reporting period had not been paid over to the schemes.

7c Average number of people employed

	2023	2022
Group
Number of employees	14	14
	2023	2022
Group
Average number of people (including Executive Directors) employed:
Executive Directors	2	2
Administration	12	12
	14	14

Company

The average number of administration staff employed by the Company during the year, including Executive Directors, was

13 (2022: 13).

Directors’ salaries are shown in the Directors’ Remuneration Report on pages 104 to 123, including the highest paid Director.

Strategic report

155Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

8 Finance income

	2023	2022
	$’000	$’000
Group
Interest on bank deposits	151	8
Other interest	770	—
	921	8

Other interest of $0.8m (A$1.2m) represents the interest on previously underpaid royalties from the Four Mile mine, awarded to the

Group by the Supreme Court of Western Australia and upheld on appeal in December 2023 (refer to notes 5 and 27).

9 Finance costs

	2023	2022
	$’000	$’000
Group
Professional fees	2,448	2,334
Revolving credit facility fees and interest	5,822	3,775
	8,270	6,109

Professional fees represent the upfront arrangement fees and legal costs associated with the Group’s revolving credit facility, which

are initially capitalised as deferred financing costs (note 20) and amortised over the term of the facility, together with any

subsequent legal costs associated with operating the facility.

10 Other income/(losses)

	2023	2022
	$’000	$’000
Group
Revaluation of foreign exchange instruments	—	(223)
Provision for royalty revenue receivable	1,455	(1,455)
Other income	150	—
Other (losses)/gains	(371)	5,034
	1,234	3,356

The Group reached an agreement with the operator of EVBC relating to the royalty over the EVBC mine whereby the operator

agreed to pay the outstanding royalty amounts for Q3 2022 and Q4 2022 totalling $1.5m in full; thus the amount previously

provided for in 2022 has been reversed and recognised as other income. The amounts owed in relation to Q3 2022 and Q4 2022

have been received in full.

Included in other gains is a loss of $1.2m on revaluation of contingent consideration receivable on the disposal of Narrabri (note 22)

(2022: gain of $3.8m) and a gain of $0.8m on revaluation of contingent consideration receivable related to West Musgrave (note 22)

(2022: $0.5m). In 2022 a gain of $0.9m was also recognised due to reversal of expected credit losses on the Denison receivable

(note 22).

156 Ecora Resources PLC Annual Report and Accounts 2023

11 Income tax expense

	2023	2022
	$’000	$’000
Analysis of charge for the year
United Kingdom corporation tax	—	—
Overseas tax	15,834	35,048
Adjustments in respect of prior years	491	(578)
Current income tax charge per consolidated income statement	16,325	34,470
Deferred income tax (credit)/charge as per consolidated income statement	(12,619)	6,337
Adjustments in respect of prior years	—	—
Deferred tax	(12,619)	6,337
Income tax expense	3,706	40,807
Factors affecting tax charge for the year:
Profit before tax	4,553	135,444
Tax on profit calculated at United Kingdom corporation tax rate of 23.50% (2022: 19.00%)	1,070	25,734
Tax effects of:
Items non-taxable/deductible for tax purposes:
Non-deductible expenses	4,992	26,714
Non-taxable income	(4,787)	(23,571)
Temporary difference adjustments
Utilisation of losses not previously recognised	45	(2,524)
Current year losses not recognised	2,573	1,623
Adjustment in deferred tax due to change in tax rate	(536)	(783)
Other temporary difference adjustments	(383)	(2,174)
Other adjustments
Withholding taxes	1,815	2,945
Effect of differences between local and United Kingdom tax rates	(677)	14,926
Prior year adjustments to current tax	491	(578)
Other adjustments	(897)	(1,505)
Income tax expense	3,706	40,807

The Group’s effective tax rate for the year ended 31 December 2023 of 81.40% (2022: 30.13%) is higher (2022: higher) than the

applicable weighted average statutory rate of corporation tax in the United Kingdom of 23.50% (2022: 19.00%). The higher effective

tax rate in 2023 compared to the headline tax rate is mainly due to a prior year adjustment reflected in the current tax. In future

periods, it is expected that the Group’s effective tax rate will mainly be driven by the prevailing Australian corporation tax rates.

Refer to note 26 for information regarding the Group’s deferred tax assets and liabilities.

Uncertain tax positions

Tax matters with uncertain outcomes arise in the normal course of business and occur due to changes in tax law, changes in

interpretation of tax law, periodic challenges and disagreement with tax authorities. Where such matters are assessed as having

probable future economic outflows capable of reliable measurement they are provided for. As at 31 December 2023, the Group’s

provision for uncertain tax positions was $4.0m (31 December 2022: $4.0m) and is included in current income tax liabilities. Matters

with possible economic outflow and/or presently incapable of being measured reliably are contingent liabilities and are disclosed

in note 37.

Apart from the matters outlined above, the Group does not currently have any material unresolved tax matters or disputes with tax

authorities. The interpretation of tax legislation in certain jurisdictions where the Group has established structures may, however,

be a potential source of challenge from tax authorities. Due to the complexity of changes in international tax legislation, the Group

has taken local advice and has recognised provisions where necessary. None of these provisions are material in relation to the

Group’s assets or liabilities.

Strategic report

157Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

12 Earnings per share

The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used by

the Group, including the definitions, please refer to the inside front cover.

Earnings per ordinary share is calculated on the Group’s profit after tax of $847,000 (2022: $94,637,000) and the weighted average

number of shares in issue during the year of 257,896,023 (2022: 234,062,267).

	2023	2022
	$’000	$’000
Net profit attributable to shareholders
Earnings – basic	847	94,637
Earnings – diluted	847	94,637

The weighted average number of shares in issue for the purpose of calculating basic and diluted earnings per share are as follows:

	2023	2022
Weighted average number of shares in issue
Basic number of shares outstanding	257,896,023	234,062,267
Dilutive effect of Employee Share Option Scheme	665,794	765,835
Diluted number of shares outstanding	258,561,817	234,828,102
Earnings per share – basic	0.33c	40.43c
Earnings per share – diluted	0.33c	40.30c

Adjusted earnings per share

Adjusted earnings represents the Group’s underlying operating performance from core activities. Adjusted earnings is the

profit/loss attributable to equity holders plus royalties received from financial instruments carried at fair value through profit

or loss, less all valuation movements and impairments (which are non-cash adjustments that arise primarily due to changes

in commodity prices), amortisation charges, unrealised foreign exchange gains and losses, and any associated deferred tax,

together with any profit or loss on non-core asset disposals as such disposals are not expected to be ongoing.

Valuation and other non-cash movements such as these are not considered by management in assessing the level of profit

and cash generation available for distribution to shareholders. As such, an adjusted earnings measure is used which reflects

the underlying contribution from the Group’s royalties and metal streams during the year.

			Diluted
		Earnings	earnings
	Earnings	per share	per share
	$’000	¢	¢
Net profit attributable to shareholders
Earnings – basic and diluted for the year ended 31 December 2023	847	0.33c	0.33c
Adjustment for:
Amortisation and depletion of royalties and metal streams	7,467
Receipts from royalty financial instruments	718
Revaluation of royalty financial instruments	3,088
Revaluation of coal royalties (Kestrel)	28,520
Unrealised foreign exchange gains	(70)
Other gains – revaluation of contingent consideration	372
Tax effect of the adjustments above	(10,466)
Adjusted earnings – basic and diluted for the year ended 31 December 2023	30,476	11.82c	11.79c

158 Ecora Resources PLC Annual Report and Accounts 2023

12 Earnings per share continued

Adjusted earnings per share continued

			Diluted
		Earnings	earnings
	Earnings	per share	per share
	$’000	¢	¢
Net profit attributable to shareholders
Earnings – basic and diluted for the year ended 31 December 2022	94,637	40.43c	40.30c
Adjustment for:
Amortisation and depletion of royalties and streams	9,351
Amortisation of finance costs	(339)
Impairment of royalty and exploration intangible assets	4,083
Receipts from royalty financial instruments	2,782
Revaluation of royalty financial instruments	1,373
Revaluation of coal royalties (Kestrel)	(27,833)
Revaluation of foreign currency instruments	223
Effective interest on contingent consideration	169
Unrealised foreign exchange losses	1,397
Other gains – revaluation of contingent consideration	(3,968)
Tax effect of the adjustments above	6,019
Adjusted earnings – basic and diluted for the year ended 31 December 2022	87,894	37.55c	37.43c

In calculating the adjusted earnings per share, the weighted average number of shares in issue takes into account the dilutive effect

of the employee share option schemes in those years where the Group has adjusted earnings. In years where the Group has an

adjusted loss, the employee share option schemes are considered anti-dilutive as including them in the diluted number of shares

outstanding would decrease the loss per share; as such, they are excluded.

The weighted average number of shares in issue for the purpose of calculating basic and diluted adjusted earnings per share are

as follows:

	2023	2022
Weighted average number of shares in issue
Basic number of shares outstanding	257,896,023	234,062,267
Dilutive effect of Employee Share Option Scheme	665,794	765,835
Diluted number of shares outstanding	258,561,817	234,828,102

13 Dividends and adjusted dividend cover

The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used

by the Group, including the definitions, please refer to the inside front cover.

On 15 February 2023 an interim dividend of 1.75p per share was paid to shareholders ($5.4m) in respect of the year ended

31 December 2022. On 7 June 2023 a final dividend of 1.75p per share was paid to shareholders ($5.6m) to make a total dividend

for the year ended 31 December 2022 of 7 .00p per share. The first quarterly dividend of 2.125c per share for the year ended

31 December 2023 was paid to shareholders ($5.5m) on 26 July 2023. On 25 October 2023 the second quarterly dividend of 2.125c

per share was paid to shareholders ($5.4m). Total dividends paid during the year were $22.1m (2022: $19.4m).

Dividends for the year ended 31 December 2023 and beyond are determined in US dollars (previously determined in Great British

pounds), translated at exchange rates prevailing on the record date of each dividend declared and payable in sterling and Canadian

dollars to our shareholders on the London and Toronto Stock Exchanges respectively. The portfolio contribution generated by the

Group’s royalties and metal streams arises from sales revenue denominated in US dollars, making this the most appropriate

measure of our business performance.

On 14 February 2024 a further quarterly dividend of 2.125c per share was paid to shareholders ($5.5m) in respect of the year

ended 31 December 2023. This dividend has not been included as a liability in these financial statements. The Directors propose

that a final dividend of 2.125c per share be paid to shareholders on 5 June 2024, to make a total dividend for the year ended

31 December 2023 of 8. 50c per share. This dividend is subject to approval by shareholders at the AGM and has not been included

as a liability in these financial statements.

The proposed final dividend for 2023 will be payable to all shareholders on the Register of Members on 10 May 2024. The total

estimated dividend to be paid is $5.5m. At the present time the Board has resolved not to offer a scrip dividend alternative.

Strategic report

159Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

13 Dividends and adjusted dividend cover continued

Adjusted dividend cover

Adjusted dividend cover is calculated as the number of times adjusted earnings per share exceeds the dividend per share.

The Group’s adjusted earnings per share for the year ended 31 December 2023 is 11.82c per share (note 12) with dividends for the

year totalling 8.50c, resulting in dividend cover of 1.4x (2022: adjusted earnings per share 37.55c, dividends totalling 8.62c (7.00p),

dividend cover 4.4x).

14 Property, plant and equipment

	Other	Right-of-	Equipment
	assets	use assets	and fixtures	Total
Group	$’000	$’000	$’000	$’000
Gross carrying amount
At 1 January 2023	1,851	3,964	556	6,371
Additions	—	—	112	112
At 31 December 2023	1,851	3,964	668	6,483
Depreciation and impairment
At 1 January 2023	(1,851)	(848)	(40)	(2,739)
Depreciation	—	(517)	(164)	(681)
At 31 December 2023	(1,851)	(1,365)	(204)	(3,420)
Carrying amount at 31 December 2023	—	2,599	464	3,063
	Other	Right of	Equipment
	assets	use assets	and fixtures	Total
Group	$’000	$’000	$’000	$’000
Gross carrying amount
At 1 January 2022	1,851	1,295	443	3,589
Additions	—	2,669	537	3,206
Disposals	—	—	(424)	(424)
At 31 December 2022	1,851	3,964	556	6,371
Depreciation and impairment
At 1 January 2022	(1,851)	(536)	(405)	(2,792)
Depreciation	—	(312)	(43)	(355)
Disposals	—	—	408	408
At 31 December 2022	(1,851)	(848)	(40)	(2,739)
Carrying amount at 31 December 2022	—	3,116	516	3,632

Other assets relate to the Group’s Panorama and Trefi coal projects in British Columbia, Canada, and the Group’s talc deposit in

Shetland, Scotland. Right-of-use assets relate to the Group’s office premises.

	Other	Right-of-	Equipment
	assets	use assets	and fixtures	Total
Company	$’000	$’000	$’000	$’000
Gross carrying amount
At 1 January 2023	1,127	3,964	556	5,647
Additions	—	—	112	112
At 31 December 2023	1,127	3,964	668	5,759
Depreciation and impairment
At 1 January 2023	(1,127)	(848)	(40)	(2,015)
Depreciation	—	(517)	(164)	(681)
At 31 December 2023	(1,127)	(1,365)	(204)	(2,696)
Carrying amount at 31 December 2023	—	2,599	464	3,063

160 Ecora Resources PLC Annual Report and Accounts 2023

14 Property, plant and equipment continued

	Other	Right of	Equipment
	assets	use assets	and fixtures	Total
Company	$’000	$’000	$’000	$’000
Gross carrying amount
At 1 January 2022	1,127	1,295	443	2,865
Additions	—	2,669	537	3,206
Disposals	—	—	(424)	(424)
At 31 December 2022	1,127	3,964	556	5,647
Depreciation and impairment
At 1 January 2022	(1,127)	(536)	(405)	(2,068)
Depreciation	—	(312)	(43)	(355)
Disposals	—	—	408	408
At 31 December 2022	(1,127)	(848)	(40)	(2,015)
Carrying amount at 31 December 2022	—	3,116	516	3,632

15 Coal royalties (Kestrel)

	Group
	$’000
At 1 January 2022	84,465
Foreign currency translation	(5,629)
Gain on revaluation of coal royalties	27,833
At 31 December 2022	106,669
Foreign currency translation	(795)
Loss on revaluation of coal royalties	(28,520)
At 31 December 2023	77,354

The Group’s coal royalty entitlements comprise the Kestrel and Crinum coal royalties, and derive from mining activity carried out

within the Group’s private land area in Queensland, Australia. Rather uniquely to this royalty, the sub-stratum land is the property

of the freeholder, including the minerals contained within. The ownership of the land therefore entitles the Group to a royalty,

equivalent to what the state receives on areas outside the Group’s private land. This royalty is accounted for as investment property

in accordance with IAS 40. Further details on the calculation of the Kestrel royalty, together with its performance for 2023, can be

found on page 40.

The carrying value of $77.4m (A$113.5m) (2022: $106.7m and A$156.5m) is based on a valuation completed during December 2023

by an independent coal industry adviser, amended for management’s assessment of the nominal discount rate and future

commodity price assumptions. The independent coal industry adviser’s assumptions relating to volumes and foreign exchange

were not changed.

The valuation is on a net present value of the pre-tax cash flow discounted at a nominal rate of 10.50% (2022: 10.50%) (2023:

independent discount rate of 9.00%; 2022: independent discount rate of 9.00%). The key assumptions in the independent valuation

relate to price, foreign exchange and to a lesser extent discount rate.

Price assumptions

The independent coal industry adviser’s price assumptions were based on the December 2023 Consensus Economics forecast

average price of U$263/t for the first half of 2024. Given the volatility in the commodity prices, management has assumed an

average price for the first half of 2024 of U$309/t based on the Australian Premium Coking Coal FOB Financial Future price, before

reverting to consensus pricing collated by RBC which decreases to an average nominal price of U$227/t between the second half

of 2024 and 2026, and an average long-term nominal price of U$192/t.

If the price were to increase or decrease by 10% over the life of the mine the valuation effect would be:

n a 10% reduction in the coal price would have resulted in the coal royalties being valued at $62.2m (A$91.4m) and a $14.7m

increase to the revaluation loss in the income statement to $43.2m; and

n a 10% increase in the coal price would have resulted in the coal royalties being valued at $93.8m (A$137.7m) and a $16.0m

decrease in the revaluation loss in the income statement to $12.5m.

Strategic report

161Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

15 Coal royalties (Kestrel) continued

Foreign exchange rate assumptions

The independent coal industry adviser’s AUD:USD exchange rate assumptions used in the 2023 valuation assume a slight

strengthening in the Australia dollar from a short-term rate of 0.68 to a long-term rate of 0.70 against the US dollar. If the Australian

dollar were to strengthen or weaken by 10% against the US dollar over the life of the mine that valuation effect would be:

n a 10% strengthening of the Australian dollar against the US dollar would have resulted in the coal royalties being valued at

$63.6m (A$93.4m) and a $13.4m increase to the revaluation loss in the income statement to $41.9m; and

n a 10% weakening of the Australian dollar against the US dollar would have resulted in the coal royalties being valued at $95.7m

(A$140.4m) and an $17.8m decrease in the revaluation loss in the income statement to $10.7m.

Discount rate assumptions

The independent coal industry adviser’s pre-tax nominal discount rate was 9.00%; however, as this was outside the range of

discount rates determined by management, a pre-tax nominal discount rate of 10.50% was used for the valuation. If the discount

rate used were to increase or decrease by 1% the valuation effect would be:

n a 1% reduction in the nominal discount rate would have resulted in the coal royalties being valued at $78.6m (A$115.4m)

and a $1.3m decrease in the revaluation loss in the income statement to $27.2m; and

n a 1% increase in the nominal discount rate would have resulted in the coal royalties being valued at $76.1m (A$111.7m) and

a $1.2m increase in the revaluation loss in the income statement to $29.7m.

The net royalty income from this investment is currently taxed in Australia at a rate of 30%. The revaluation of the underlying

Australian dollar asset is recognised in the income statement with the retranslation to the Group’s US dollar presentation currency

recognised in the foreign currency translation reserve.

Refer to note 34 for additional fair value disclosures relating to Kestrel.

Impact of climate change

The output from the Group’s climate-related scenario analysis outlined on pages 75 to 78 has been considered in assessing the

Group’s independent coal industry adviser’s valuation of Kestrel. The Group’s scenario analysis to date does not indicate that

climate change will have material impact on the Group’s business model; however, this analysis is an iterative process with

assumptions relating to both the physical and transitional impacts of climate change continuing to be refined.

The Group’s independent coal industry adviser who undertook the valuation of Kestrel also considered the impact of climate

change when undertaking their valuation by having regard to the following:

n the likely future demand for metallurgical coal which is the primary product produced by the mine;

n the historical and possible future impact of climate change on the operations of Kestrel, such as extreme weather events; and

n possible legislative changes that may impact either our royalty or the underlying operations.

Considering mining at Kestrel is progressively moving out of the Group’s private royalty lands between 2024 and 2026, the impact

of climate change is not expected to have a material impact on the carrying value of the Kestrel royalty.

The shares over the entity which is the beneficial owner of the Kestrel royalty have been guaranteed as security in connection with

the Group’s borrowing facility (note 25).

16 Metal streams

		Contingent
	Cost	consideration	Total
	$’000	$’000	$’000
Gross carrying amount
At 1 January 2023	175,585	2,978	178,563
At 31 December 2023	175,585	2,978	178,563
Depletion and impairment
At 1 January 2023	(13,553)	(255)	(13,808)
Depletion	(3,260)	(55)	(3,315)
At 31 December 2023	(16,813)	(310)	(17,123)
Carrying amount at 31 December 2023	158,772	2,668	161,440

162 Ecora Resources PLC Annual Report and Accounts 2023

16 Metal streams continued

		Contingent
	Cost	consideration	Total
	$’000	$’000	$’000
Gross carrying amount
At 1 January 2022	175,585	2,308	177,893
Fair value of contingent consideration	—	670	670
At 31 December 2022	175,585	2,978	178,563
Depletion and impairment
At 1 January 2022	(7,197)	(129)	(7,326)
Depletion	(6,356)	(126)	(6,482)
At 31 December 2022	(13,553)	(255)	(13,808)
Carrying amount at 31 December 2022	162,032	2,723	164,755

The Group holds a 70% net interest in a stream of cobalt production from the Voisey’s Bay mine in Canada. The stream agreement

entitles the Group to 22.82% of all cobalt production from both the open pit and underground operations at Voisey’s Bay. The

Group’s entitlement steps down to 11.41% once 7,600 tonnes of finished cobalt has been delivered. Deliveries under the stream

agreement from its inception to 31 December 2023 total 1,100 tonnes.

The Group pays 18% of an industry cobalt reference price prevailing at the date of delivery, until the original upfront amount paid

for the stream, by its original holder, of $300m is reduced to $nil (through accumulating credit from 82% of the cobalt reference

price), increasing to 22% thereafter. This payment is included in the $1.3m (2022: $4.3m) metal streams cost of sales in the income

statement. The accumulated credit for deliveries under the stream agreement from its inception to 31 December 2023 was $52.8m,

reducing the original upfront amount to $247.2m (31 December 2022: accumulated credit $46.0m, original upfront amount

$254.0m).

The metal stream is being depleted on a units-of-production basis over the total expected deliveries to be received of 15.5Mlbs.

During the period to 31 December 2023, the Group received 0.34Mlbs (2022: 0.59Mlbs) of cobalt resulting in a depletion charge

of $3.3m (2022: $6.5m).

The contingent consideration in relation to the acquisition is determined by reference to minimum production thresholds

and cobalt prices, and has been classified as a financial liability that is carried at fair value based on the discounted expected

cash outflows. The fair value of the contingent consideration is remeasured at each reporting date, such that the gross carrying

amount is equal to the sum of amounts paid to date and expected future payments and depreciated on a units-of-production

basis over the total expected deliveries to be received from the metal stream.

As at 31 December 2023, the fair value of the contingent consideration for future periods has been assessed as $nil as the

minimum production and price thresholds are not expected to be achieved in the period to 30 June 2025 (2022: $nil). During the

year ended 31 December 2022, $3.3m was paid in contingent consideration as a result of the minimum production and price

thresholds being achieved in the second half of 2021 ($1.0m) and the first half of 2022 ($2.3m). No payments were made in 2023.

Impairments of metal streams

As described in notes 3.7 and 3.8, at each reporting date the Group’s metal stream asset is reviewed for any impairment indicators.

Consideration is given to the presence or occurrence of adverse operational developments at the underlying mine, together with

any significant declines in the cobalt price and the impact of climate change, as detailed below. Where impairment indicators exist, a

full impairment review is carried out to determine whether the discounted future expected cash flows (calculated on a value-in-use

basis) exceed cost. Note 4 outlines the impairment methodology applied.

Impairment sensitivity

The Group has reviewed the sensitivity of its assessment for indicators of impairment to a decrease in the cobalt price, concluding

that a 10% decrease in the cobalt price would result in an impairment charge being recognised for the Voisey’s Bay stream of $7.1m.

Climate change considerations in assessing for indicators of impairment

The output from the Group’s climate-related scenario analysis outlined on pages 75 to 78 has been considered by the Board when

undertaking the semi-annual impairment review of the Group’s royalty intangible assets. The Group’s climate-related scenario

analysis considered:

n the likely future demand for the commodities underlying the Group’s royalty and metal stream portfolio;

n the historical and possible future impacts of climate change on the operations underlying the Group’s metal stream, such as

extreme weather events; and

n possible legislative changes that may impact either our metal stream agreements or the operations underlying the Group’s

metal stream.

Strategic report

163Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

16 Metal streams continued

Impairment sensitivity continued

Climate change considerations in assessing for indicators of impairment continued

The Group’s scenario analysis to date does not indicate that climate change will have material impact on the Group’s portfolio

of royalties and streams; however, this analysis is an iterative process with assumptions relating to both the physical and

transitional impacts of climate change continuing to be refined. As at 31 December 2023 there were no indicators of impairment

in relation to the Group’s metal stream.

Further details on the Group’s Voisey’s Bay cobalt stream, including its performance during the period to 31 December 2023,

can be found on page 34.

At 31 December 2023, the shares of the entity which is the beneficial owner of the Voisey’s Bay metal stream have been guaranteed

as security in connection with the Group’s borrowing facility (note 25).

17 Royalty financial instruments

	Group	Company
	$’000	$’000
Fair value
At 1 January 2022	53,791	13,920
Royalties due or received from royalty financial instruments	(2,782)	(2,782)
Revaluation of royalty financial instruments recognised in profit or loss	(1,373)	(11,138)
Revaluation of royalty financial instruments recognised in equity	(3,670)	—
Foreign currency translation	(2,086)	—
At 31 December 2022	43,880	—
Royalties due or received from royalty financial instruments	(718)	(718)
Revaluation of royalty financial instruments recognised in profit or loss	(3,088)	718
Revaluation of royalty financial instruments recognised in equity	(1,706)	—
Additions	7,774	—
Disposals	(13,690)	—
Foreign currency translation	377	—
At 31 December 2023	32,829	—

The details of the Group’s royalty financial instruments, which are held at fair value, are summarised below:

						31 December	31 December
						2023	2022
						Carrying	Carrying
						value	value
	Commodity	Royalty rate	Escalation		Classification	$’000	$’000
			Up to 3% gold
EVBC	Gold, silver, copper	0.50%	>US$2,500/oz		FVTPL	—	—
			2.5% >US$1,800/oz and
Dugbe 1	Gold	2.00%	production <50,000oz/qrt		FVTPL	1,402	1,409
			22.5% of tolling milling
			receipt on production
McClean Lake	Uranium	—	>215	Mlbs	FVTPL	2,865	3,426
Piauí	Nickel-cobalt	1.60%	—		FVTPL	18,329	13,455
Labrador Iron Ore	Iron ore	7.00%	—		FVOCI	10,233	25,590
						32,829	43,880

(1)

(1) In 2022, EVBC was a 2.5% NSR royalty which increased to 3.0% when the gold price exceeded $1,100 per ounce.

The Group’s royalty financial instruments are represented by four royalty agreements, EVBC, Dugbe 1, McClean Lake and Piauí

which entitle the Group to either the repayment of principal and a net smelter return (“NSR”) royalty for the life of the mine or a

gross revenue royalty (“GRR”) where the project commences commercial production or the repayment of principal where it does

not. All four royalty agreements are classified as fair value through profit or loss (‘FVTPL’).

The Group’s entitlements to cash by way of the repayment of the principal and the NSR royalty or the GRR have been classified as

fair value through profit or loss in accordance with IFRS 9 and are carried at fair value in accordance with the Group’s classification

of royalty arrangements criteria set out in note 4.

164 Ecora Resources PLC Annual Report and Accounts 2023

17 Royalty financial instruments continued

The Group’s fifth royalty financial instrument is its equity investment in Labrador Iron Ore Royalty Corporation (‘LIORC’), which

entitles the Group to a share of the 7% GRR LIORC receives from the Iron Ore Company of Canada (‘IOC’) mine and distributes to its

shareholders via dividends. As LIORC is a single asset company, being GRR over the IOC mine, the Group has classified its

investment in LIORC as a royalty financial instrument and made an irrevocable election to designate it as FVTOCI.

EVBC – refer to page 41 of the Business Review

The Group’s EVBC royalty was acquired in 2008 and is classified as FVTPL resulting in movements in the fair value being recognised

directly in the income statement. The royalties received from EVBC reduce the fair value of the royalty and are included in the total

movement in fair value recognised directly in the income statement, in accordance with IFRS 9.

During 2023, the Group reached an agreement with the operator of EVBC relating to the royalty over the EVBC mine whereby the

operator agreed to pay the outstanding royalty amounts for Q3 2022 and Q4 2022 totalling $1.5m in full (see note 10). In addition,

in light of the sustained margin pressures and operational constraints at the mine, the royalty rates have been revised effective

from 1 January 2023 as follows:

Gold price (US$/oz)		Net smelter return royalty rate (%)
<1,800		0.50
>1,800 and <2,000		0.75
>2,000	and <2,350	1.25
>2,350	and <2,500	2.50
>2,500		3.00

Management has assessed the fair value of the EVBC royalty to be $nil as at 31 December 2023 (2022: $nil), which when

adjusted for the 2023 royalties due or received of $0.7m results in a valuation loss of $0.7m recognised in the income statement

(2022: loss of $11.1m).

Dugbe 1

In 2016, Hummingbird Resources PLC (‘Hummingbird’), the operator of the Dugbe 1 project, gave notice under the $15.0m royalty

financing arrangement with the Group that a Mineral Development Agreement (‘MDA’) had been approved by the Liberian

Government, converting the financing agreement into an NSR royalty agreement.

The NSR royalty over the Dugbe 1 project is classified as FVTPL as outlined in note 4. As at 31 December 2023 the Group assessed

the likely start date of commercial production at Dugbe 1 to be 2030 (2022: 2030), and applied a 32.5% (2022: 32.5%) probability

factor to the project reaching commercial production to the discounted future cash flows of the royalty with a 35% (2022: 31.5%)

pre-tax nominal discount rate, resulting in a valuation of $1.4m (2022: $1.4m).

In certain circumstances where the operator fails pursue the development of the Dugbe 1 project or there is a change in control,

the Group has the option to terminate the royalty agreement and recover the $15.0m paid under the royalty financing agreement.

As at 31 December 2023, these circumstances had not arisen as development work continued on the project.

McClean Lake – refer to page 36 of the Business Review

The Group completed a C$43.5m ($33.3m) financing and streaming agreement with Denison Mines Inc (‘Denison’) in 2017.

The financing agreement comprises two separate transactions: (i) a 13-year amortising secured loan of C$40.8m with an interest

rate of 10% per annum payable to the Group which is classified as non-current other receivables (note 22); and (ii) a streaming

agreement, which entitles the Group to receive Denison’s portion of toll milling proceeds from the McClean Lake Mill after the first

215Mlbs of throughput from 1 July 2016, which was acquired for C$2.7m and is classified as FVTPL in accordance with note 4.

As at 31 December 2023, the Group assessed the probability of the McClean Lake Mill achieving throughput in excess of 215Mlbs at

60% (2022: 60%), and applied this to the discounted future cash flows of the stream with a 10.00% (2022: 10.00%) pre-tax nominal

discount rate, resulting in a valuation of $2.9m (2022: $3.4m). The $0.6m decrease (2022: $0.9m increase) in the carrying value of

the stream has been recognised in the income statement for the year.

Piauí – refer to page 33 of the Business Review

The Group acquired a 1% gross revenue royalty over the Piauí nickel-cobalt project in Brazil for $2.0m in 2017. In accordance with

the acquisition agreement the gross revenue royalty rate increased to 1.25% on 31 December 2019 after certain development

milestones had not been achieved.

In 2023, the Group invested a further $7.5m increasing its royalty by 0.35% to 1.60%. Transaction costs of $0.3m were also capitalised

on acquisition.

The Group has the right to acquire a further 2.65% royalty over the Piauí project for a consideration of $62.5m.

On initial recognition the Group decided to invoke the fair value option in classifying this royalty financial instrument, due to there

being one or more embedded options that are not closely related in the underlying contract. Following the adoption of IFRS 9

the Group continues classify the Piauí royalty as FVTPL.

Strategic report

165Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

17 Royalty financial instruments continued

Piauí – refer to page 33 of the Business Review continued

As at 31 December 2023 the Group assessed the probability of the Piauí project reaching commercial production at 100% in relation

to the start-up plant and 55% in relation to expansion project (2022: 100% start-up and 55% expansion project) and applied this to

the discounted future cash flows of the royalty with a 17.50% (2022: 18.50%) pre-tax nominal discount rate, resulting in a valuation of

$18.3m (2022: $13.5m). The $4.8m increase in carrying value is a result of the $7.8m additional investment less the royalty financial

instrument valuation loss in the income statement for the year of $3.0m driven by the decrease in the underlying nickel price

(2022: $8.1m increase).

Labrador Iron Ore – refer to page 38 of the Business Review

LIORC is a single asset company, being the 7% gross revenue royalty over the IOC mine which is majority owned and operated by

Rio Tinto; as a result, the Group classifies its investment in LIORC as a royalty financial instrument. On initial recognition the Group

made the irrevocable election to designate this investment as FVTOCI. The resulting dividends from the Group’s investment in

LIORC have been classified as royalty-related revenue, as described in note 3.14.

The Group sold 607,600 shares in the last quarter of 2023 generating C$18.9m ($13.7m) in proceeds and retained 424,590 shares.

The Group’s partial sale of its holding in LIORC in 2023 resulted in a capital gain of C$4.1m ($3m) which was transferred directly to

retained earnings, net of C$0.5m ($0.4m) in income tax arising from the gain.

At 31 December 2023, the shares of the entity which is the beneficial owner of the investment in LIORC have been guaranteed as

security in connection with the Group’s borrowing facility (note 25).

18 Royalty and exploration intangible assets

The Group’s intangibles comprise capitalised exploration and evaluation costs and royalty interests.

	Exploration
	and
	evaluation	Royalty	Contingent
	costs	interests	consideration	Total
Group	$’000	$’000	$’000	$’000
Gross carrying amount
At 1 January 2023	919	312,210	10,058	323,187
Additions	—	20,407	—	20,407
Revaluation of contingent consideration	—	—	1,037	1,037
Foreign currency translation	—	(47)	20	(27)
At 31 December 2023	919	332,570	11,115	344,604
Amortisation and impairment
At 1 January 2023	(919)	(69,719)	—	(70,638)
Amortisation charge	—	(4,152)	—	(4,152)
Foreign currency translation	—	(13)	—	(13)
At 31 December 2023	(919)	(73,884)	—	(74,803)
Carrying amount at 31 December 2023	—	258,686	11,115	269,801

	Exploration
	and
	evaluation	Royalty	Contingent
	costs	interests	consideration	Total
Group	$’000	$’000	$’000	$’000
Gross carrying amount
At 1 January 2022	919	135,561	—	136,480
Additions	—	182,022	9,311	191,333
Revaluation of contingent consideration	—	—	827	827
Foreign currency translation	—	(5,373)	(80)	(5,453)
At 31 December 2022	919	312,210	10,058	323,187
Amortisation and impairment
At 1 January 2022	(919)	(66,043)	—	(66,962)
Amortisation charge	—	(2,869)	—	(2,869)
Impairment charge	—	(4,083)	—	(4,083)
Foreign currency translation	—	3,276	—	3,276
At 31 December 2022	(919)	(69,719)	—	(70,638)
Carrying amount at 31 December 2022	—	242,491	10,058	252,549

166 Ecora Resources PLC Annual Report and Accounts 2023

18 Royalty and exploration intangible assets continued

	Royalty
	interests
Company	$’000
Gross carrying amount
At 1 January 2022 and 2023	3,206
At 31 December 2022 and 2023	3,206
Amortisation and impairment
At 1 January 2022 and 2023	(3,206)
At 31 December 2022 and 2023	(3,206)
Carrying amount at 31 December 2022 and 2023	—

Exploration and evaluation costs

The exploration and evaluation costs comprise expenditure that was directly attributable to the Trefi coal project in British

Columbia, Canada. Due to the inherent uncertainty that the Trefi coal project would be developed, the Group fully impaired it

in 2014.

Royalty intangible assets

On 3 August 2023, the Group acquired a net smelter return royalty over all metal production from the open pit and underground

operations of the Vizcachitas copper project in Chile, owned by Los Andes Copper Ltd for $20m cash consideration paid on

completion.

The applicable royalty rates are 0.250% and 0.125% for metal production from the open pit and underground operations

respectively. In the event that commercial production is not achieved before 30 June 2030, the applicable royalty rates increase

to 0.350% and 0.175% for metal production from the open pit and underground operations respectively.

Should the commencement of commercial production be delayed beyond 30 June 2031, the operator can elect to make production

delay payments or the applicable royalty rates will increase as outlined in the table below:

		No production		First production		Second production		First and second production
		delay payment		delay payment		delay payment		delay payment
Commercial	Open pit	Underground	Open pit	Underground	Open pit	Underground	Open pit	Underground
production date	royalty rate	royalty rate	royalty rate	royalty rate	royalty rate	royalty rate	royalty rate	royalty rate
On or before 30 June 2030	0.250%	0.125%
Between 30 June 2030
and 30 June 2031	0.350%	0.175%
Between 30 June 2031
and 30 June 2032	0.450%	0.225%	0.350%	0.175%
After 30 June 2032	0.550%	0.275%	0.450%	0.225%	0.450%	0.225%	0.350%	0.175%

The first and second production delay payments are U$15m each or U$20m where the average copper price in the six months prior to

election to make the delay payment exceeds US$5/lb.

The royalty has been classified as an intangible asset as detailed in note 4. The value of the royalty intangible acquired consists of the

fixed consideration of $20m and transaction costs totalling $0.4m which have been capitalised on acquisition.

On 19 July 2022, the Group acquired a high-quality portfolio of royalties over advanced development stage copper and nickel projects

from South32 Royalty Investments Pty Ltd (“South32”) for a fixed consideration of $185m with further contingent consideration of up

to $15m.

Strategic report

167Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

18 Royalty and exploration intangible assets continued

Royalty intangible assets continued

The fixed consideration of $185m consisted of:

n $47.6m in cash paid on completion of the transaction;

n $82.4m in an equity issue of 43,622,091 ordinary shares of 2p each at £1.54/share to South32 (note 29). The Company entered

into a Relationship Agreement with South32 which governs the rights and obligations South32 has as a result of its shareholding

– further details are contained in the Directors’ Report on page 125; and

n deferred cash consideration totalling $55.0m to be paid in six equal quarterly instalments with the first instalment paid in

October 2022 and the final instalment due in January 2024 as detailed in note 27. During the year end 31 December 2023 $36.7m

deferred consideration was paid (2022: $9.2m).

In addition, contingent consideration is payable subject to future nickel prices and minimum production levels at West Musgrave

post commencement of production and has been classified as a financial liability that is carried at fair value based on the discounted

expected future cash outflows. After initial recognition the contingent consideration is measured at fair value at the end of each

reporting period, with any fair value gains or losses recognised in the royalty intangible assets balance such that the gross carrying

amount is equal to the sum of amounts paid to date and expected future payments. As at 31 December 2023, the fair value of the

contingent consideration payable is $11.1m (2022: $10m) as detailed in note 27 based on a pre-tax nominal discount rate of

10.5% (2022: 10.5%).

The royalties acquired are the West Musgrave, Santo Domingo, Nifty and Carlota royalties. The royalties have been recognised

as intangible assets as detailed in note 4. The value of the royalty intangibles acquired consists of the fixed and deferred

consideration above ($185m) plus the value on acquisition of the contingent consideration payable ($9m) less the value on

acquisition of the contingent consideration receivable ($6m – as detailed below). Transaction costs totalling $2.6m have been

capitalised on acquisition.

Under the West Musgrave royalty the Group is entitled to a A$10.0m payment on commercial production being achieved at

West Musgrave, which is distinct from and separate to the net smelter return royalty and is accounted for as a financial asset and

measured at fair value through profit or loss (“FVTPL”). As at 31 December 2023, the fair value of the contingent consideration

receivable is $6.8m (2022: $6.0m) as detailed in note 22 based on a pre-tax nominal discount rate of 10.5% (2022: 10.5%).

Amortisation of royalty intangible assets

The Group’s royalty intangible assets are amortised on a straight-line basis, upon the commencement of production at the

underlying mining operation, over the life of mine.

Four of the underlying mining operations of the Group’s royalty intangible assets were in production during 2023, and were

amortised on the following basis:

		Carrying value	Carrying value
		31 December	31 December
		2023	2022	Estimated	Remaining
Royalty interest	Currency	’000	’000	life of mine	life of mine
Mantos Blancos	USD	38,165	41,101	17 years	13 years
Maracás Menchen	AUD	19,671	20,764	21 years	18 years
Four Mile	AUD	852	974	10 years	1 year
Carlota	USD	409	818	2.5 years	1 year

The amortisation charge for the year of $4.2m (2022: $2.9m) relates to the Group’s producing royalties, Mantos Blancos, Maracás

Menchen, Carlota and Four Mile. Amortisation of the remaining interests will commence once they begin commercial production.

At 31 December 2023, the shares of the entities which are the beneficial owners of the Mantos Blancos, Maracás Menchen, Nifty,

Carlota, West Musgrave and Santo Domingo royalties have been guaranteed as security in connection with the Group’s borrowing

facility (note 25).

168 Ecora Resources PLC Annual Report and Accounts 2023

18 Royalty and exploration intangible assets continued

Impairments of royalty intangible assets

As described in notes 3.7 and 3.8, at each reporting date the Group’s royalty intangible assets are reviewed for any impairment

indicators. Consideration is given to the presence or occurrence of adverse operational developments at the underlying mines,

together with any significant declines in commodity prices and the impact of climate change, as detailed below. Where impairment

indicators exist, a full impairment review is carried out to determine whether the discounted future expected cash flows (calculated

on a value-in-use basis) exceed cost. Note 4 outlines the impairment methodology applied.

Climate change considerations in assessing for indicators of impairment

The output from the Group’s climate-related scenario analysis outlined on pages 75 to 78 has been considered by the Board when

undertaking the semi-annual impairment review of the Group’s royalty intangible assets. The Group’s climate-related scenario

analysis considered:

n the likely future demand for the commodities underlying the Group’s royalty and metal stream portfolio;

n the historical and possible future impact of climate change on the operations underlying the Group’s portfolio, such as extreme

weather events; and

n possible legislative changes that may impact either our royalty and metal stream agreements or the operations underlying the

Group’s portfolio.

The Group’s scenario analysis to date does not indicate that climate change will have material impact on the Group’s portfolio of

royalties and streams; however, this analysis is an iterative process with assumptions relating to both the physical and transitional

impacts of climate change continuing to be refined.

During the ended 31 December 2023, no impairment charges were recognised.

During the year ended 31 December 2022, the Group recognised impairment charges of $4.1m ($2.8m in relation to the Pilbara iron

ore royalty and $1.3m in relation to Ring of Fire royalty).

Strategic report

169Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

19 Mining and exploration interests

	Group	Company
	$’000	$’000
Fair value through other comprehensive income
At 1 January 2022	4,396	1,721
Disposals	(1,310)	(1,310)
Revaluation adjustment	642	645
Foreign currency translation	(245)	3
At 31 December 2022	3,483	1,059
Disposals	(79)	(79)
Revaluation adjustment	(491)	(544)
Foreign currency translation	(122)	(69)
At 31 December 2023	2,791	367

The fair values of listed securities are based on quoted market prices. Unquoted investments are initially recognised using cost

where fair value cannot be reliably determined. In the absence of an active market for these securities, the Group considers each

unquoted security to ensure there has been no material change in the fair value since initial recognition.

Mining and exploration interests are held at fair value through other comprehensive income, with the effect that the gains and

losses on disposal and impairment losses are transferred directly to retained earnings.

For the year ended 31 December 2023 the Group realised $79,000 in cash (2022: $1.3m) through its disposal of a number of its

quoted mining and exploration interests. These disposals resulted in a gain of $17,000 for the year ended 31 December 2023

(2022: $0.6m) which was transferred directly to retained earnings.

Total mining and exploration interests at 31 December are represented by:

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Quoted investments	296	988	296	988
Unquoted investments	2,495	2,495	71	71
	2,791	3,483	367	1,059
Number of investments	7	8	4	5

20 Deferred costs

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Deferred acquisitions costs	341	280	341	280
Deferred financing costs	—	2,211	—	2,211
	341	2,491	341	2,491

Deferred acquisition costs

As at 31 December 2023 deferred acquisition costs of $0.3m (2022: $0.3m) represent those costs associated with royalty and metal

stream opportunities that the Group is actively pursuing and expects to complete in 2024. Should the opportunity not proceed to

completion, these costs will be charged to the income statement.

Deferred financing costs

As at 31 December 2022 deferred financing costs of $2.2m represent the unamortised costs associated with the Group’s $150m

revolving credit facility entered into on 24 February 2021 (note 25). These deferred financing costs were amortised over the

four-year term of the facility with $1.0m (2022: $1.9m) charged to the income statement in 2023. As at 31 December 2023 the

remaining deferred financing costs of $1.2m were written off as a result of the refinancing of the Group’s revolving credit facility

being substantially complete (refer to note 25).

170 Ecora Resources PLC Annual Report and Accounts 2023

21 Investments in subsidiaries

The Group’s full listing of subsidiaries is provided in note 39. The Company’s investment in subsidiaries as 31 December 2023 and

31 December 2022 is as follows:

Company	$’000
Cost
At 1 January 2023	396,943
Acquisition of additional share capital of subsidiaries	60,665
At 31 December 2023	457,608
Impairment of investment in subsidiary
At 1 January 2023	(44,618)
At 31 December 2023	(44,618)
Carrying amount at 31 December 2023	412,990
Company	$’000
Cost
At 1 January 2022	258,807
Acquisition of additional share capital of subsidiaries	138,136
At 31 December 2022	396,943
Impairment of investment in subsidiary
At 1 January 2022	(44,618)
Impairment	—
At 31 December 2022	(44,618)
Carrying amount at 31 December 2022	352,325

The Directors believe that the carrying value of the investments is supported by their realisable value.

22 Trade and other receivables

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Current
Income tax receivable	276	81	—	—
Prepayments	383	406	338	340
Royalty receivables – net of impairment	5,042	13,769	112	—
Other receivables	3,948	7,310	205	264
Deposits with subsidiaries	—	—	7,314	—
	9,649	21,566	7,969	604

Current trade and other receivables

Trade and other receivables principally comprise amounts relating to royalties receivable from Kestrel, Mantos Blancos, Maracás

Menchen, EVBC and Carlota for the final quarter in each year, together with dividends declared but not yet received from LIORC.

These amounts were received in full subsequent to year end.

The Group reached an agreement with the operator of EVBC relating to the royalty over the EVBC mine whereby the operator

agreed to pay the outstanding royalty amounts for Q3 2022 and Q4 2022 totalling $1.5m in full; thus the amount previously

provided for in 2022 ($1.5m) has been reversed and recognised as other income. The amounts owed in relation to Q3 2022 and

Q4 2022 have been received in full.

Current trade and other receivables also include $3.1m (2022: $7.0m) in deferred and contingent consideration receivable from

Whitehaven Coal following the sale of the Narrabri royalty. A further $9.6m (2022: $12.4m) of deferred and contingent consideration

in respect of this sale is included in non-current other receivables and will be received between January 2024 and December 2026.

During the year ended 31 December 2023 $5.4m of deferred and contingent consideration was received in cash (2022: $5m).

Strategic report

171Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

22 Trade and other receivables continued

Current trade and other receivables continued

The Directors consider that the carrying amount of trade and other receivables is approximately their fair value.

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Non-current
Other receivables	33,708	37,429	17,135	19,042
Amounts due from subsidiaries	—	—	96,895	141,796
	33,708	37,429	114,030	160,838

Non-current other receivables

Non-current other receivables comprise amounts relating to the interest-bearing loan receivable from Denison Mines, the deferred

consideration together with the contingent consideration arising from the disposal of the Group’s Narrabri royalty in 2021 and the

contingent consideration related to West Musgrave (note 18).

Denison financing agreement

In 2017, the Group completed a C$43.5m ($33.3m) financing and streaming agreement with Denison. The streaming agreement is

classified as a royalty financial instrument (note 17), with an initial value of C$2.7m ($2.1m).

The financing agreement is structured as a 13-year secured loan of C$40.8m ($31.2m) with an interest rate of 10% per annum

payable to the Group. The loan contains mandatory repayment provisions in any period where the equivalent toll revenues exceed

the interest liability. Conversely, in any period when toll revenues are less than the interest payment, the shortfall is capitalised and

carried forward to the next period. The loan principal, along with any capitalised interest, is repayable in full at maturity. In 2023,

the Group earned $1.8m in interest revenue (2022: $2.1m) and received principal repayments of $2.3m (2022: $2.9m).

The Group assesses the carrying value of the Denison financing agreement for expected credit losses over the next 12 months by

making reference to the security held by the Group and the financial position of Denison at each reporting date. No provision for

expected credit losses has been recognised as at 31 December 2023. As at 31 December 2022, the previously recognised expected

credit losses of $0.9m were reversed due to the improved financial condition of Denison.

As at 31 December 2023, the outstanding loan balance was $17.1m (C$22.5m) and unamortised costs associated with the loan were

$0.1m (31 December 2022: loan balance $18.9m (C$25.6m) and unamortised costs $0.1m). The total amortisation of costs

associated with the loan during the year was $17,000 (2022: $17,000).

West Musgrave acquisition

As described in note 18, under the West Musgrave royalty the Group is entitled to a A$10m payment on commercial production

being achieved at West Musgrave, which is distinct from and separate to the net smelter return royalty and is accounted for as a

financial asset and measured at fair value through profit or loss (“FVTPL”). As at 31 December 2023, the fair value of the contingent

consideration receivable is $6.8m (2022: $6.0m).

Narrabri disposal – deferred consideration and contingent consideration

On 31 December 2021, the Group disposed of its 1% gross revenue royalty over the Narrabri mine to the operator, Whitehaven

Coal Limited, for fixed consideration of $21.6m, of which $4.4m was received on completion with the balance payable in annual

instalments until 31 December 2026 and further contingent consideration also payable over the period to 31 December 2026.

The contingent consideration consists of $5.0m, receivable in instalments, upon the approval of the Narrabri South extension

project by state and federal authorities in Australia, prior to 31 December 2026. In addition, the Group is entitled to receive

biannual contingent payments linked to future realised coal prices during the period from closing to 31 December 2026. Subject

to minimum volumes of 3.0Mt per half year being achieved, where the realised prices exceed $90/t the Group will be entitled to

$0.05/t, increasing to $0.25/t if realised prices exceed $150/t. Both elements of the contingent consideration in relation to the sale

of the Narrabri royalty have been classified as a financial asset that is carried at fair value based on discounted expected cash flows.

As at 31 December 2023, the total outstanding deferred consideration is $8.3m (2022: $12.0m), of which $2.0m (2022: $4.0m) is

included in current trade and other receivables. The Group assessed the carrying value of the deferred consideration for expected

credit losses over the next 12 months by making reference to the security held by the Group and the financial position of Whitehaven

Coal Limited. No provision for expected credit losses has been recognised as at 31 December 2023. As at 31 December 2022, the

previously recognised expected credit losses of $43,000 were reversed due to the improved financial condition of Whitehaven

Coal Limited.

As at 31 December 2023, the Group assessed the probability of the Narrabri South extension being approved at 50% (2022: 50%)

and applied this to the discounted future cash flows with an 11% (2022: 11%) pre-tax nominal discount rate resulting in a fair value

of $2.1m (2022: $2.1m) for this element of the contingent consideration. The price and sales volume linked contingent consideration

was also valued by applying an 11% (2022: 11%) pre-tax nominal discount rate to the expected future cash flows, resulting in a fair

value of $2.1m (2022: $4.6m) for this element of the contingent consideration.

172 Ecora Resources PLC Annual Report and Accounts 2023

22 Trade and other receivables continued

Non-current other receivables continued

Narrabri disposal – deferred consideration and contingent consideration continued

The total fair value of the contingent consideration is $4.3m (2022: $6.7m), of which $0.9m ($2.3m) is included in current trade

and other receivables, together with $0.2m ($0.7m) in contingent consideration due from Whitehaven Coal following the volume

and price thresholds being achieved in the second half of 2023.

Non-current amounts due from subsidiaries

Amounts due from subsidiaries are considered long-term loans. The Directors consider that the carrying value of amounts due

from subsidiaries is approximately their fair value (note 32).

23 Cash and cash equivalents

Cash and cash equivalents include the following for the purposes of the statement of cash flows:

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Cash at bank and on hand	7,849	5,723	6,672	5,224
Trading deposits with brokers	1	127	1	127
Cash and cash equivalents	7,850	5,850	6,673	5,351

24 Net debt

See notes 3.9(a) and 3.9(j) for the Group’s accounting policy on cash and debt.

The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used

by the Group, including the definitions, please refer to the inside front cover.

Net debt is a measure of the Group’s financial position. The Group uses net debt to monitor the sources and uses of financial

resources, the availability of capital to invest or return to shareholders, and the resilience of the balance sheet. Net debt is

calculated as total borrowings less cash and cash equivalents.

The Group and Company’s net (debt)/cash and cash equivalents position after offsetting the revolving credit facility against cash

and cash equivalents is as follows:

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Revolving credit facility	(82,400)	(42,250)	(75,400)	(42,250)
Cash and cash equivalents	7,850	5,850	6,673	5,351
Net debt	(74,550)	(36,400)	(68,727)	(36,899)

Movement in net debt

		Medium and
	Cash and cash	long-term
	equivalents	borrowings	Net debt
Group	$’000	$’000	$’000
At 1 January 2022	21,992	112,000	(90,008)
Cash flow	(14,107)	(69,750)	55,643
Foreign exchange differences	(2,035)	—	(2,035)
At 31 December 2022	5,850	42,250	(36,400)
Cash flow	2,088	40,150	(38,062)
Foreign exchange differences	(88)	—	(88)
At 31 December 2023	7,850	82,400	(74,550)

During the year ended 31 December 2023, the Group drew $96.0m (2022: $49.5m) on its revolving credit facility (refer to note 25)

and repaid $55.9m (2022: $119.25m).

The only financing-related liabilities are the Group’s borrowings and the Group’s lease liabilities. The movements in the former are

shown above and the movements in the latter are shown in note 27.

Strategic report

173Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

25 Borrowings

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Secured borrowing at amortised cost
Revolving credit facility	82,400	42,250	75,400	42,250
	82,400	42,250	75,400	42,250
Amount due for settlement within 12 months	—	—	—	—
Amount due for settlement after 12 months	82,400	42,250	75,400	42,250

In conjunction with the Voisey’s Bay cobalt stream acquisition, the Group repaid its borrowings in full and cancelled its existing

facility in March 2021, before entering a new $180m revolving credit facility which was reduced to $150m following the completion

of the equity placing detailed in note 16.

To part finance the Voisey’s Bay cobalt stream acquisition, the Group drew down $123.5m on the new facility. In 2022 the Group

borrowed a further $43.2m to partially fund the completion payment due in relation to the acquisition of a portfolio of royalties

as detailed in note 18.

In addition to consenting to the acquisition of the portfolio of royalties, the Group’s lending syndicate agreed to maintain the

revolving credit facility at $150m and would no longer require the previously scheduled $25m facility step down which was due in

August 2022. The lending syndicate also agreed a $50m accordion feature for future acquisitions which can be drawn subject to

lender consent.

In December 2022 the Group exercised the option to extend the term of the facility by one year with a maturity date of 24 February

2025. In addition to the extension, the Group’s facility was restated to reflect the discontinuation of LIBOR, available at SOFR,

SONIA or EURIBOR for drawings in US dollars, sterling and euros respectively, plus 2.75% to 4.50% depending on leverage ratios.

The Group’s facility is secured by way of a floating charge over the Group’s assets and is subject to a number of financial covenants,

all of which have been met during the period ended 31 December 2023.

In January 2024 the Group entered into an amendment and extension of its $150 million revolving credit facility agreement largely

on the same terms as the previous facility and will be subject to SOFR plus a ratchet between 2.25% and 4.00%, depending on

leverage levels. The amended and extended facility also includes an uncommitted accordion feature of up $75 million to be used

to fund royalty acquisitions which, if implemented, would take the potential borrowing capacity up to $225 million.

The facility has a maturity date of January 2027 and subject to lender consent, can be extended twice by up to 12 months on

each occasion.

The Directors consider that the carrying amount of the Group’s borrowings approximates their fair value.

174 Ecora Resources PLC Annual Report and Accounts 2023

26 Deferred tax

The following are the major deferred tax liabilities and assets recognised by the Group and the movements thereon during

the period:

	Revaluation	Revaluation	Accrual
	of coal	of royalty	of royalty	Other	Other
	royalty	instruments	receivable	revaluations	tax losses	Total
Group	$’000	$’000	$’000	$’000	$’000	$’000
At 1 January 2022	25,340	1,802	5,469	—	(32,378)	233
Charge/(credit) to profit or loss	8,351	(902)	(2,109)	1,429	(432)	6,337
Credit to other comprehensive income	—	(390)	—	—	—	(390)
Exchange differences	(1,690)	57	(299)	(23)	—	(1,955)
At 31 December 2022	32,001	567	3,061	1,406	(32,810)	4,225
Credit to profit or loss	(8,556)	(921)	(2,123)	(200)	(202)	(12,002)
(Credit) to other comprehensive income	—	(624)	—	—	—	(624)
Exchange differences	(239)	(5)	(56)	(6)	(1)	(307)
Effect of change in tax rate:
– Income statement	—	—	—	—	(617)	(617)
At 31 December 2023	23,206	(983)	882	1,200	(33,630)	(9,325)

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of

the deferred tax balances (after offset) for financial reporting purposes:

	2023	2022
	$’000	$’000
Deferred tax liabilities	(28,126)	(40,857)
Deferred tax assets	37,451	36,632
	9,325	(4,225)

The Group has the following balances in respect of which no deferred tax asset has been recognised, as these losses are not

expected to be utilised:

		2023				2022
			Other				Other
	Tax losses –	Tax losses –	temporary		Tax losses –	Tax losses –	temporary
	trading	capital	differences	Total	trading	capital	differences	Total
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Expiry date
Within one year	—	—	—	—	—	—	—	—
Greater than one year, less than five years	—	—	—	—	—	—	—	—
Greater than five years	—	—	—	—	—	—	—	—
No expiry date	26,022	60,566	15,039	101,627	19,003	60,152	12,345	91,500
	26,022	60,566	15,039	101,627	19,003	60,152	12,345	91,500

Temporary differences associated with investments in subsidiaries, joint ventures and associates are insignificant.

Strategic report

175Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

26 Deferred tax continued

The following are the major deferred tax liabilities recognised by the Company utilising a rate of 25% (2022: 25%) and the

movements thereon during the period:

	Revaluation
	of royalty
	instruments	Total
Company	$’000	$’000
At 1 January 2022	3,480	3,480
Charge to profit or loss	(3,480)	(3,480)
At 31 December 2022	—	—
At 31 December 2023	—	—

Deferred tax assets and liabilities are offset where the Company has a legally enforceable right to do so. The following is the analysis

of the deferred tax balances (after offset) for financial reporting purposes:

	2023	2022
Company	$’000	$’000
Deferred tax liabilities	—	—
	—	—

27 Trade and other payables

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Current
Other taxation and social security payables	151	36	149	35
Trade payables	414	505	401	100
Borrowings from subsidiaries	—	—	56,402	55,819
Accruals and other payables	3,172	3,409	2,523	3,065
Lease liability	440	323	440	323
Deferred income	—	5,359	—	—
Deferred consideration	9,167	36,667	—	—
	13,344	46,299	59,915	59,342

On 13 April 2022, the Supreme Court of Western Australia handed down a favourable judgment in relation to the Group’s legal

dispute with Quasar Resources Pty Ltd (‘Quasar’), the owner of the Four Mile uranium mine over which the Group has a 1% net

smelter return royalty. The judgment ruled that none of the processes at the Beverley plant or Four Mile mine amount to refining

which means that Quasar had wrongly claimed charges, costs and penalties that were for, or related to, the extraction or processing

of uranium ore into yellowcake or uranium concentrate as “Allocable Charges”.

Quasar was ordered to pay A$2.7m in additional royalties and interest in the amount of A$0.3m for the original claim which runs

from Q4 2015 to Q4 2018. The funds for the judgment amount were received in May 2022. Prior to paying the original judgment

amount, Quasar lodged an appeal. Separately, the parties reached a settlement in relation to the re-calculation of royalties for the

period Q1 2019 to Q4 2021 in line with the judgment. As a result of the appeal being lodged, as at 31 December 2022 the judgment

and settlement amounts received were classified as deferred income until the results of the appeal were known.

In December 2023 the Court of Appeal upheld the original, favourable, judgment by the Supreme Court of Western Australia. As per

the original judgment, the Court of Appeal upheld that no costs incurred at the mine or the Beverley Plant should be applied as

permitted allocable charges. In light of the appeal decision in the Group’s favour $5.3m has been released from deferred income,

$4.5m (A$6.7m) has been recognised as royalty revenue and $0.8m (A$1.2m) has been recognised as finance income (refer to notes

5 and 8 respectively). The deadline for Quasar to file an application for special leave to appeal has passed, and so the Group has

now reached the end of this dispute, save to agreeing legal costs which have been awarded to the Group for both the trial and

the appeal.

Borrowings from subsidiaries are detailed further in note 32.

The average credit period taken for trade purchases is 25 days (2022: 20 days). The Directors consider that the carrying amount

of trade and other payables approximates their fair value. All amounts are considered short term and none are past due.

176 Ecora Resources PLC Annual Report and Accounts 2023

27 Trade and other payables continued

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Non-current
Deferred consideration	—	9,167	—	—
Contingent consideration	11,115	10,058	—	—
Lease liability	2,918	3,025	2,918	3,025
Other taxation and social security payables	428	399	428	398
	14,461	22,649	3,346	3,423

As at 31 December 2023, current deferred consideration and non-current contingent consideration payable is in relation to the

acquisition of West Musgrave as detailed in note 18. For the period from commencement of production to 30 June 2027, the Group

may become liable for additional consideration payments determined by reference to minimum production thresholds and

nickel prices.

The contingent consideration classified as non-current represents the net present value of the discounted future cash outflows

estimated based on forward-looking nickel prices and expected production volumes for the period to 30 June 2027, which the

Directors consider represents the fair value of this potential liability.

For the period from completion date to 30 June 2025, the Group may become liable for additional consideration payments

determined by reference to minimum production thresholds and cobalt prices related to the Voisey’s Bay cobalt stream acquisition

(note 16). At 31 December 2023 and 31 December 2022, there is no contingent consideration owing based on actual and expected

cobalt prices and production volumes. Therefore, the Directors consider the fair value of this potential liability to be $nil.

Current and non-current lease liability relates to the Group’s office premises in London, which comprises annual payments of £0.4m

and expires in 2032.

Non-current other taxation and social security payables relate to employer National Insurance due on vesting of certain share-

based payments.

Movement in leases

	Group	Company
	$’000	$’000
At 1 January 2022	769	769
New lease	2,669	2,669
Lease payments	(312)	(312)
Interest	61	61
Foreign exchange differences	161	161
At 31 December 2022	3,348	3,348
Lease payments	(357)	(357)
Interest	216	216
Foreign exchange differences	151	151
At 31 December 2023	3,358	3,358

Strategic report

177Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

28 Derivative financial instruments

The Group’s hedging policy allows foreign exchange forward contracts to be entered into to manage its exposure to foreign

exchange risk associated with its Australian and Canadian dollar royalty-related income (note 34). These foreign exchange forward

contracts are accounted for as financial assets or liabilities carried at fair value through profit or loss in accordance with note 3.9(d).

The fair value of the foreign exchange forward contracts as at 31 December is as follows:

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Financial liabilities carried at fair value through profit or loss
Fair value at 31 December	—	32	—	32

As at 31 December 2022 the Group had an outstanding forward contract totalling A$3.3m to receive £1.9m, with a fair value of $32k.

The Group had no outstanding forward contracts as at 31 December 2023.

29 Share capital and share premium

Issued share capital

			Share	Share	Merger
		Number	capital	premium	reserve	Total
Group and Company		of shares	$’000	$’000	$’000	$’000
Ordinary shares of 2p at 1 January 2022		213,780,759	5,706	87,883	94,847	188,436
Utilisation of shares held in treasury on exercise of employee
options		453,307	12	—	—	12
Issue of share capital as consideration for acquisition		43,622,091	1,043	81,329	—	82,372
Ordinary shares of 2p at 31 December 2022		257,856,157	6,761	169,212	94,847	270,820
Utilisation of shares held in treasury on exercise of employee
options		47,244	1	—	—	1
Ordinary shares of 2p at 31 December 2023	257,9	03,401	6,762	169,212	94,847	270,821

(a)

(b)

(c)

(a) On 21 February 2022, the Company utilised 19,974 ordinary shares of 2p each from treasury, following the exercise of options awarded to

employees under the Company’s Share Ownership Plan. On 25 February 2022, the Company utilised a further 433,333 ordinary shares of 2p

each from treasury, following the exercise of options awarded to employees under the Company’s Unapproved Share Option Plan.

(b) On 19 July 2022, the Company issued 43,622,091 new ordinary shares of 2p each to South32 as partial consideration for the acquisition of a

high-quality portfolio of royalties over advanced development stage copper and nickel projects (note 18).

(c) On 26 February 2023, the Company utilised 47,244 ordinary shares of 2p each from treasury, to settle awards to employees under the Deferred

Share Bonus Plan that had vested.

Own shares

Included in the Company’s issued share capital are shares held by the Anglo Pacific Group Employee Benefit Trust (‘EBT’) to settle

existing employee-related share-based payments as follows:

	2023		2022
	Number		Number
	of shares	$’000	of shares	$’000
Own shares
At 1 January	—	—	444,726	(1,535)
Transferred to employees in settlement of share awards	—	—	(444,726)	1,535
At 31 December	—	—	—	—

As the EBT has waived its right to receive dividends, the Company’s shares held by the EBT are excluded from the weighted average

number of shares in issue for the purposes of calculating earnings per share in note 12.

178 Ecora Resources PLC Annual Report and Accounts 2023

29 Share capital and share premium continued

Treasury shares

	2023		2022
	Number		Number
	of shares	$’000	of shares	$’000
Treasury shares
At 1 January	3,876,396	102	4,329,703	114
Utilisation of shares held in treasury on exercise of employee options	(47,244)	(1)	(453,307)	(12)
At 31 December	3,829,152	101	3,876,396	102

Shares held in treasury do not receive dividends; as such they are excluded from the weighted average number of shares in issue

for the purposes of calculating earnings per share in note 12.

30 Share-based payments

The Group had outstanding awards under the following equity-settled share-based compensation plans in 2022 and 2023:

n the HMRC approved Company Share Ownership Plan (‘CSOP’);

n the Unapproved Share Ownership Plan (‘USOP’); and

n the Long-term Incentive Plan (‘LTIP’).

(a) Company Share Ownership Plan

Under the CSOP, share options were granted to Executive Directors and employees. The exercise price of the granted options is

equal to the average mid-market closing price of an ordinary share for the three days before the grant. The options are conditional

on the employee completing three years’ service (the vesting period). The options are exercisable starting three years from the

grant date, subject to the Group achieving its target growth in absolute TSR over the period of 3% per annum (not compounded) in

excess of the UK Retail Price Index; the options have a contractual option term of ten years. The Group has no legal or constructive

obligation to repurchase or settle the options in cash.

In accordance with the CSOP rules, no further grants of awards under this plan can made after April 2020. As a result, no awards

were made under the CSOP in 2023 or 2022.

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

	2023		2022
		Weighted		Weighted
		average		average
		exercise price		exercise price
	Options	£	Options	£
Outstanding at 1 January	—	—	19,974	0.7700
Exercised during the year	—	—	(19,974)	0.7700
Outstanding at 31 December	—	—	—	—

The options exercised under the CSOP in 2022 had an exercise price of £0.77/share.

Strategic report

179Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

30 Share-based payments continued

(b) Unapproved Share Option Plan

The Group’s USOP was approved by shareholders at the 2016 AGM. The plan was established to provide the Group additional

scope to incentivise employees, over and above the limit of the CSOP. No awards have been made under the Group’s USOP since

March 2021.

The outstanding options as at 31 December 2023 have an exercise price equal to the average mid-market closing price of an

ordinary share for the three days before the grant and are conditional on the employee completing three years’ service (the vesting

period). The options are exercisable starting three years from the grant date and have a contractual option term of five years.

The Group has no legal or constructive obligation to repurchase or settle the options in cash.

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

	2023		2022
		Weighted		Weighted
		average		average
		exercise		exercise
		price		price
	Options	£	Options	£
Outstanding at 1 January	550,000	1.7918	1,500,000	1.2144
Exercised during the year	—	—	(800,000)	0.8801
Forfeited during the year	—	—	(150,000)	0.8801
Outstanding at 31 December	550,000	1.7918	550,000	1.7918

Out of the 550,000 outstanding options (2022: 550,000), 375,000 options were exercisable as at 31 December 2023 (2022: 375,000).

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

	Exercise price	Options
Expiry date	in £ per share	2023	2022
2024	1.8617	300,000	300,000
2024	1.9208	75,000	75,000
2025	1.7883	100,000	100,000
2026	1.3887	75,000	75,000
		550,000	550,000
Weighted average remaining contractual life		0.97	1.54

Following the approval at the 2021 AGM, the Group implemented the LTIP for the Executive Directors and employees. The LTIP

allows for the grant of Performance Share Awards (‘PSA’) whereby awards are granted to Executive Directors and senior

management to acquire shares in Ecora Resources PLC at no cost, subject to the achievement by the Group of specified

performance targets and Restricted Share Awards (‘RSA’) whereby awards are granted to employees who are not granted PSAs to

acquire shares in Ecora Resources Pacific Group PLC at no cost after a three-year vesting period with no performance criteria

attached. The granting of these Restricted Share Awards has replaced the granting of awards under the USOP to employees.

180 Ecora Resources PLC Annual Report and Accounts 2023

30 Share-based payments continued

Performance Share Awards

Under the LTIP, Performance Share Awards are granted to Executive Directors and senior management at no cost. The percentage

of each award that vests is based upon the performance of the Group over a defined measurement period. For the awards granted

in 2021, 2022 and 2023, the performance conditions are total shareholder return, portfolio contribution and adjusted earnings per

share, which are equally weighted and measured over a three-year performance period. For Executive Directors a mandatory

two-year holding period follows the three-year performance period.

	2023	2022
	Shares	Shares
At 1 January	1,404,713	793,067
Awards granted	752,826	611,646
Awards vested	–	–
Awards expired/lapsed	–	–
At 31 December	2,157,539	1,404,713

The fair value of the awards is determined based on the closing share price on the day of grant, apart from the total shareholder

return performance element of the award which uses the Monte Carlo model. The assumptions used are as follows:

	Date of grant 27/05/2021	25/02/2022	12/05/2022	24/02/2023
Market price used for award	143.60p	141.80	158.00p	135.00p
Risk-free interest rate	0.15%	1.17%	1.23%	3.7%
Dividend yield	6.6%	6.5%	6.5%	4.5%
Volatility	43.2%	41.4%	41.7%	42.2%
Term	3 years	3 years	3 years	3 years
Fair value per share	84.04p	72.34p	97.67p	66.34p

Restricted Share Awards

Under the LTIP, Restricted Share Awards are granted to those employees not granted Performance Share Awards, at no cost.

The awards vest after three years and there are no performance criteria attached.

	2023	2022
	Shares	Shares
At 1 January	259,996	79,101
Awards granted	370,438	180,895
Awards vested	–	–
Awards expired/lapsed	–	–
At 31 December	630,434	259,996

The fair value of these awards is determined based on the closing share price on the day of grant.

Date of grant	27/05/2021	02/09/2021	24/02/2022	21/02/2023
Market price used for award	140.53p	128.94p	140.35p	138.01p
Term	3 years	3 years	3 years	3 years
Fair value per share	140.53p	128.94p	140.35p	138.01p

Refer to note 7(a) for the total expense recognised in the income statement for awards under the Group’s CSOP, USOP and LTIP

granted to Executive Directors and employees.

Strategic report

181Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

31 Special reserve

As part of the capital reduction in 2002, a special reserve was created, which represents the level of profit attributable to the Group

for the period ended 30 June 2002. At 31 December 2023, this reserve remains unavailable for distribution.

	Group	Company
	$’000	$’000
At 1 January 2023 and 31 December 2023	833	833

32 Related party transactions

During the year, the Company entered into the following transactions with subsidiaries:

	2023	2022
	$’000	$’000
Net financing from/(to) related entities	(9,057)	(20,298)
Net investing in related entities	32,878	(7,564)
Intercompany dividends	20,178	105,486
Management fee	4,036	4,003
Amounts owed by related parties at year end	104,209	141,796
Amounts owed to related parties at year end	(56,402)	(55,819)

All transactions were made in the course of funding the Group’s continuing activities.

Amounts owed by related parties are non-interest bearing and are not due to be received in the next 12 months. Amounts

owed to related parties comprise both interest-bearing (at a rate of 1.6%) and non-interest-bearing borrowings that are

repayable on demand.

Remuneration of key management personnel

The remuneration of the key management personnel including Directors of the Group is set out below in aggregate for each of the

categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of individual Directors is

provided in the audited part of the Directors’ Remuneration Report on pages 116 to 123.

	2023	2022
	$’000	$’000
Short-term employee benefits	2,473	2,305
Post-employment benefits	92	81
Share-based payment	601	475
	3,166	2,861

Directors’ transactions

The Group received $26,707 from Audley Capital Advisors LLP, a company which Mr. J.A. Treger, former Chief Executive Officer,

is both a director and shareholder, for the reimbursement of travel costs and the subletting of office space during the year ended

31 December 2022. Transactions with Audley Capital Advisors have ceased since Mr. J.A. Treger’s resignation. At 31 December 2023

and 2022 there were no amounts owing from Audley Capital Advisors LLP.

33 Segment information

The Group’s chief operating decision maker is considered to be the Executive Committee. The Executive Committee evaluates

the financial performance of the Group based on a portfolio view of its individual royalty and metal stream arrangements. Royalty

and metal stream-related revenue and its associated impact on operating profit is the key focus of the Executive Committee. The

income from the Group’s royalties and metal streams is presented based on the jurisdiction in which the income is deemed to be

sourced as follows:

Australia:	Kestrel, Four Mile, Pilbara, West Musgrave and Nifty
Americas:	Voisey’s Bay, McClean Lake, Mantos Blancos, Maracás Menchen, LIORC, Ring of Fire, Piauí, Cañariaco,
	Ground Hog, Flowstream, Carlota, Santo Domingo and Vizcachitas
Europe:	EVBC and Salamanca
Other:	Dugbe I, Corporate and the Group’s mining and exploration interests (excluding Flowstream)

Despite the Group’s royalty and metal stream arrangements being exposed to different commodities, the Executive Committee,

having considered the impact of climate change on the demand for and pricing of the commodities underlying the Group’s

portfolio, concluded the arrangements in each jurisdiction to have similar economic characteristics which should result in similar

long-term performance over the commodity cycle.

182 Ecora Resources PLC Annual Report and Accounts 2023

33 Segment information continued

The following is an analysis of the Group’s results by reportable segment. The key segment result presented to the Executive

Committee for making strategic decisions and allocating resources is operating profit as analysed below.

The segment information for the year ended 31 December 2023 is as follows (noting that total segment operating profit

corresponds to operating profit before impairments, revaluations and gains/losses on disposals on the face of the consolidated

income statement):

	Australia	Americas	Europe	All other
	royalties	royalties	royalties	segments	Total
	$’000	$’000	$’000	$’000	$’000
Royalty and metal stream-related revenue	42,698	19,202	—	—	61,900
Amortisation and depletion of royalties and streams	(81)	(7,386)	—	—	(7,467)
Metal streams cost of sales	—	(1,338)	—	—	(1,338)
Operating expenses	(4,134)	(374)	—	(6,381)	(10,889)
Total segment operating profit/(loss)	38,483	10,104	—	(6,381)	42,206
Total segment assets	207,288	417, 327	112	11,550	636,277
Total assets include:
Additions to non-current assets (other than financial
instruments and deferred tax assets)	—	20,407	—	112	20,519
Total segment liabilities	61,246	78,803	—	14,209	154,258

The segment information for the year ended 31 December 2022 is as follows:

	Australia	Americas	Europe	All other
	royalties	royalties	royalties	segments	Total
	$’000	$’000	$’000	$’000	$’000
Royalty and metal stream-related revenue	108,214	33,656	—	—	141,870
Amortisation and depletion of royalties and streams	(97)	(9,254)	—	—	(9,351)
Metal streams cost of sales	—	(4,265)	—	—	(4,265)
Operating expenses	(4,399)	(272)	—	(6,178)	(10,849)
Total segment operating profit/(loss)	103,718	19,865	—	(6,178)	117,405
Total segment assets	247,758	419,812	—	11,366	678,936
Total assets include:
Additions to non-current assets (other than financial
instruments and deferred tax assets)	96,062	95,271	—	3,206	194,539
Total segment liabilities	119,960	47,316	—	8,055	175,332

The amounts provided to the Executive Committee with respect to total segment assets are measured in a manner consistent

with that of the financial statements. These assets are allocated based on the operations of the segment and the physical location

of the asset.

The amounts provided to the Executive Committee with respect to total segment liabilities are measured in a manner consistent

with that of the financial statements. These liabilities are allocated based on the operations of the segment.

The royalty and metal stream-related revenue in Australia of $42.7m (2022: $108.2m) includes the Kestrel royalty which generated

$35.9m (2022: $107.2m) and the Four Mile royalty which generated $6.8m (2022: $1m). Individually the revenue generated by Kestrel

represented greater than 10% of the Group’s revenue in both 2023 and 2022 and the revenue generated by Four Mile represented

greater than 10% of the Group’s revenue in 2023.

The royalty and metal stream-related revenue in the Americas of $19.2m (2022: $33.7m) includes the Voisey’s Bay cobalt stream

which generated $5.6m (2022: $18.9m), which individually represented more than 10% of the Group’s revenue in 2023.

The royalty and metal stream-related revenue from Voisey’s Bay of $5.6m (2022: $18.9m), together with $3.2m from Maracás

Menchen (2022: $3.6m), $6.1m from Mantos Blancos (2022: $6m), $6.8m from Four Mile (2022: $1m) and $0.6m from Carlota (2022:

$0.2m), represents revenue recognised from contracts with customers as defined by IFRS 15.

Strategic report

183Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

33 Segment information continued

Impairments

No impairments were recognised during the year ended 31 December 2023.

During the year ended 31 December 2022, the Group recognised an impairment charge of $4.1m, of which $1.3m relates to the

Ring of Fire royalty and $2.8m relates to the Pilbara royalty, both within the ‘Australia royalties and streams’.

Refer to note 18 for further details on the Group’s impairments.

34 Financial risk management

The Group’s principal treasury objective is to provide sufficient liquidity to meet operational cash flow and dividend requirements

and to allow the Group to take advantage of new growth opportunities whilst maximising shareholder value. The Group’s activities

expose it to a variety of financial risks including liquidity risk, credit risk, foreign exchange risk and price risk. The Group operates

controlled treasury policies which are monitored by management to ensure that the needs of the Group are met while minimising

potential adverse effects of unpredictability of financial markets on the Group’s financial performance. The Group’s financial risk

management should be read in conjunction with the principal risks outlined on pages 63 to 67 of the Strategic Report.

Liquidity and funding risk

The objective of the Company in managing funding risk is to ensure that it can meet its financial obligations as and when they fall due.

As at 31 December 2023 the Group had borrowings of $82.4m (2022: $42.3m). Subsequent to the year end, the Group repaid $0.4m

of these borrowings and drew down $10.1m and subject to continued covenant compliance, the Group has access to a further $58m

through its secured $150.0m revolving credit facility.

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed

repayment periods as at 31 December 2023. The table has been drawn up based on the undiscounted cash flows of financial

liabilities based on the earliest date on which the Group can be required to pay. The table includes principal cash flows only, as due

to the revolving nature of the facility future interest cash flows cannot be reliably estimated. To the extent that interest flows are

floating rate, the undiscounted amount is derived from the interest rate at the balance sheet date. The contractual maturity is

based on the earliest date on which the Group may be required to pay.

	Weighted
	average
	effective
	interest rate	1-5 years	5-10 years	Total
	%	$’000	$’000	$’000
31 December 2023
Trade and other payables	—	414	—	414
Deferred consideration	—	9,167	—	9,167
Contingent consideration	—	11,115	—	11,115
Lease liability	—	1,638	1,720	3,358
Interest-bearing revolving credit facility	8.46	82,400	—	82,400
		104,734	1,720	106,454
31 December 2022
Trade and other payables	—	505	—	505
Deferred consideration	—	45,834	—	45,834
Contingent consideration	—	10,058	—	10,058
Lease liability	—	1,275	2,000	3,275
Interest-bearing revolving credit facility	4.84	42,250	—	42,250
		99,922	2,000	101,922

Credit risk

The Group’s principal financial assets are bank balances, royalty financial instruments (excluding the investment in LIORC), trade

and other receivables. These represent the Group’s maximum exposure to credit risk in relation to financial assets and total $73.8m

at 31 December 2023 ($83.1m at 31 December 2022).

The Group’s credit risk is primarily attributable to its trade and other receivables, including royalty and metal stream receivables,

the interest-bearing long-term receivable from Denison Mines Inc (note 22), the contingent consideration due from West Musgrave

(notes 18 and 22) and the deferred consideration due from Whitehaven Coal Limited following the disposal of the Narrabri royalty

(note 22). It is the policy of the Group to present the amounts in the balance sheet net of allowances for doubtful receivables and

expected credit losses, estimated by the Group’s management based on prior experience and the current economic environment.

The Group’s credit risk on royalty interests held as financial instruments has been reviewed and the estimated current exposure is

as disclosed in note 17 where the future contractual right to cash flows from these instruments is reflected in their fair value.

184 Ecora Resources PLC Annual Report and Accounts 2023

34 Financial risk management continued

Credit risk continued

The credit risk on bank deposits is mitigated by banking with financial institutions with credit ratings assigned by Standard & Poor’s

and Moody’s of ‘A’ or higher, in reputable jurisdictions. The Group has no significant concentration of credit risk, with exposure

spread over a number of currencies and financial institutions.

The Group’s credit risk on foreign exchange forward contracts is mitigated by the restriction that such contracts can only be

entered into with the existing lending syndicate. The Group limits its exposure to credit risk, together with that of the contracting

financial institution, by restricting the settlement date to no more than a year from the contract date. In addition, the Group limits

the quantum of the forward contracts to no more than an average 70% of forecast royalty and metal stream-related revenue

expected to be received by the date of settlement.

Share price risk

The Group is exposed to share price risk in respect of its mining and exploration interests (note 19) which include listed and

unlisted equity securities, together with its investment in LIORC which is classified as a royalty financial instrument (note 17).

A 10% increase or decrease in the fair value of our mining and exploration interests (quoted and unquoted) would

increase/decrease the mining and exploration interests balance (and investment revaluation reserve in equity) by $0.3m at

31 December 2023 ($0.3m at 31 December 2022).

Similarly, had there been a 10% increase or decrease in the underlying share price of the Group’s investment in LIORC, the

Group’s royalty financial instrument designated as FVTOCI (and the investment revaluation reserve in equity) would have

increased/decreased by $1.0m as at 31 December 2023 ($2.6m at 31 December 2022).

The Group’s mining and exploration interests are in entities whose primary projects the Group already holds a royalty over, for

example Berkeley Energia and Brazilian Nickel plc, or in entities where a future royalty or metal stream opportunity may exist.

While these interests are considered long-term, strategic investments, they are no longer a significant part of the Group’s approach

to securing new royalties and metal streams.

No specific hedging activities are undertaken in relation to these interests and the voting rights arising from these equity

instruments are utilised in the Group’s favour.

Other price risk

The royalty and metal stream portfolio exposes the Group to other price risk through fluctuations in commodity prices, particularly

the prices of coking coal, cobalt, vanadium, nickel, copper, iron ore, gold and uranium. As the Directors obtain independent

commodity price forecasts, the generation of which takes into account fluctuations in prices, limited analysis of the impact of

fluctuations on the valuations of the royalties has been undertaken in notes 15 and 17.

Foreign exchange risk

The Group’s transactional foreign exchange exposure arises from income, expenditure and purchase and sale of assets

denominated in foreign currencies. With royalty-related revenue from Kestrel accounting for over 50% of the Group’s income

(2022: over 75%), the Group’s primary foreign exchange exposure is to the Australian dollar, which these royalties are denominated

in. In addition to the Group’s exposure to the Australian dollar, it is also exposed to the Canadian dollar through the royalty-related

revenue from LIORC and McClean Lake which when combined accounted for 5.8% of the Group’s income in 2023 (2022: 3.3%).

The Group’s hedging policy allows foreign exchange forward contracts to be entered into with a maximum exposure of 70% of

forecast Australian and Canadian dollar denominated royalty revenue expected to be received during a period not exceeding

12 months from contract date to settlement. As at 31 December 2022 the Group had an outstanding forward contract totalling

A$3.3m to receive £1.9m, with a fair value of $32k. There were no outstanding foreign exchange forward contracts at

31 December 2023 (note 28). The Group has no other hedging programme in place.

In terms of material commitments, the risk in relation to currency fluctuations is assessed by the Executive Committee at the time

the commitment is made and regularly reviewed. As at 31 December 2023 the Group has no material commitments denominated

in a foreign currency (31 December 2022: nil).

Strategic report

185Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

34 Financial risk management continued

Foreign exchange risk continued

Financial assets and liabilities are split by currency as follows:

			2023					2022
	USD	AUD	CAD	GBP	EUR	USD	AUD	CAD	GBP	EUR
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
Financial assets	29,024	105,064	28,602	812	22	29,748	139,289	45,545	3,797	11
Financial liabilities	103,090	1	5	3,357	—	98,674	1	3	3,275	—
Net exposure	(74,066)	105,063	28,597	(2,545)	22	(68,927)	139,288	45,542	523	11

Foreign exchange sensitivities

With the exception of the cash balances, non-current other receivables and borrowings, the majority of the financial instruments

not denominated in USD are held in entities with the same functional currency and for the purpose of this sensitivity analysis, the

impact of changing exchange rates on the translation of foreign subsidiaries into the Group’s presentation currency has been

excluded.

In terms of the cash balance, the significant sensitivities are as follows:

n a +/-10% change in the USD:AUD rate would increase/decrease profit after tax and equity by $0.07m (2022: $0.03m);

n a +/-10% change in the USD:CAD rate would increase/decrease profit after tax and equity by $0.10m (2022: $0.02m); and

n a +/-10% change in the USD:GBP rate would increase/decrease profit after tax and equity by $0.06m (2022: $0.08m).

In terms of the non-current other receivable balance, which relates to the Canadian dollar denominated loan to Denison (note 22), a

+/-10% change in the USD:CAD rate would increase/decrease profit after tax and equity by $1.7m (2022: $1.9m).

In terms of borrowings, the Group had drawings under the revolving credit facility in USD only at 31 December 2023 and 31 December

2022 and, therefore, would not be impacted by movements in foreign exchange rates.

Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the analysis

above is considered to be representative of the Group’s exposure to currency risk.

Capital risk management

The Group’s capital management objectives are to safeguard the Group’s ability to continue as a going concern in order to realise the

full value of its assets and to enhance shareholder value in the Company and returns to shareholders by acquiring further royalty

assets.

The Directors continue to monitor the capital requirements of the Group by reference to expected future cash flows. Capital for the

reporting periods presented is summarised in the consolidated statement of changes in equity.

In funding the business activities of the Group, the Directors consider both debt and equity, having regard to the Group’s available

debt facility and the prevailing share price at the time funding is required. Where funding is obtained through debt, the Group

maintains its targeted debt capacity of 2–2.5 times adjusted EBITDA, although a higher ratio can be tolerated for shorter periods

when there is a reasonable expectation of a recovery in free cash flow.

186 Ecora Resources PLC Annual Report and Accounts 2023

34 Financial risk management continued

Financial instruments

The Group and Company held the following investments in financial instruments and other items held at fair value:

	Group		Company
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Investment property (held at fair value)
Coal royalties (Kestrel)	77,354	106,669	—	—
Fair value through other comprehensive income
Royalty financial instruments	10,233	25,590	—	—
Mining and exploration interests	2,791	3,483	367	1,059
Fair value through profit or loss
Royalty financial instruments	22,596	18,290	—	—
Contingent consideration – receivable	11,070	12,650	—	—
Cash at bank and in hand	7,850	5,850	6,673	5,351
Financial assets at amortised cost
Trade and other receivables	31,427	45,177	121,660	161,102
Contingent consideration – receivable	201	681	—	—
Financial liabilities at amortised cost
Trade and other payables	414	505	56,803	55,919
Borrowings	82,400	42,250	75,400	42,250
Deferred consideration	9,167	45,834
Lease liability	3,358	3,275	3,358	3,275
Financial liabilities at fair value through profit or loss
Derivative financial instruments	—	32	—	32
Contingent consideration – payable	11,115	10,058	—	—

(1)

(2)

(1)

(3)

(4)

(5)

(7)

(6)

(1) Contingent consideration – receivable as detailed in notes 18 and 22.

(2) Trade and other receivables include royalty receivables, other receivables and other non-current receivables, less contingent consideration only,

as set out in note 22.

(3) Trade and other payables include trade payables only, as set out in note 27.

(4) Borrowings include the revolving credit facility only, as set out in note 25.

(5) Deferred consideration as detailed in notes 18 and 27.

(6) Contingent consideration – payable as detailed in notes 16, 18 and 27. As per the Group’s accounting policy fair value movements are recognised

in the carrying value of the related royalty intangible asset or metal stream.

(7) Derivative financial instruments include the Group’s foreign exchange forward contracts, as set out in note 28.

Cash and cash equivalents comprise cash and short-term deposits held by the Group treasury function. The carrying amount of

these assets approximates their fair value.

Fair value hierarchy

The following tables present financial assets and liabilities measured at fair value in the balance sheet in accordance with the fair

value hierarchy. This hierarchy aggregates financial assets and liabilities into three levels based on the significance of the inputs

used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

n Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities;

n Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices); and

n Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the

fair value measurement.

Strategic report

187Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

34 Financial risk management continued

Fair value hierarchy continued

The following table presents the Group’s assets that are measured at fair value at 31 December 2023:

			2023
		Level 1	Level 2	Level 3	Total
Group	Notes	$’000	$’000	$’000	$’000
Assets
Coal royalties (Kestrel)	(a)	—	—	77,354	77,354
Royalty financial instruments	(b)	10,233	—	22,596	32,829
Mining and exploration interests – quoted	(c)	296	—	—	296
Mining and exploration interests – unquoted	(d)	—	2,495	—	2,495
Contingent consideration – receivable	(e)	—	—	11,070	11,070
Cash at bank and in hand		7,850	—	—	7,850
Liabilities	(f)
Contingent consideration – payable	(g)	—	—	(11,115)	(11,115)
Net fair value		18,379	2,495	99,905	120,779

The following table presents the Group’s assets that are measured at fair value at 31 December 2022:

			2022
		Level 1	Level 2	Level 3	Total
Group	Notes	$’000	$’000	$’000	$’000
Assets
Coal royalties (Kestrel)	(a)	—	—	106,669	106,669
Royalty financial instruments	(b)	25,590	—	18,290	43,880
Mining and exploration interests – quoted	(c)	988	—	—	988
Mining and exploration interests – unquoted	(d)	—	2,495	—	2,495
Contingent consideration – receivable	(e)	—	—	12,650	12,650
Cash at bank and in hand	(f)	5,850	—	—	5,850
Liabilities
Contingent consideration – payable	(g)	—	—	(10,058)	(10,058)
Financial derivative instruments	(h)	—	(32)	—	(32)
Net fair value		32,428	2,463	127,551	162,442

The following table presents the Company’s assets that are measured at fair value at 31 December 2023:

			2023
		Level 1	Level 2	Level 3	Total
Company	Notes	$’000	$’000	$’000	$’000
Assets
Royalty financial instruments	(b)	—	—	—	—
Mining and exploration interests – quoted	(c)	296	—	—	296
Mining and exploration interests – unquoted	(d)	—	71	—	71
Cash at bank and in hand	(f)	6,673	—	—	6,673
Net fair value		6,969	71	—	7,040

188 Ecora Resources PLC Annual Report and Accounts 2023

34 Financial risk management continued

Fair value hierarchy continued

The following table presents the Company’s assets that are measured at fair value at 31 December 2022:

			2022
		Level 1	Level 2	Level 3	Total
Company	Notes	$’000	$’000	$’000	$’000
Assets
Royalty financial instruments	(b)	—	—	—	—
Mining and exploration interests – quoted	(c)	988	—	—	988
Mining and exploration interests – unquoted	(d)	—	71	—	71
Cash at bank and in hand	(f)	5,351	—	—	5,351
Liabilities
Financial derivative instruments	(h)	—	(32)	—	(32)
Net fair value		6,339	39	—	6,378

There have been no significant transfers between Levels 1 and 2 in the reporting period.

The methods and valuation techniques used for the purposes of measuring fair value of royalty financial instruments give more

prominence to the probability of production by applying a risk weighting to the discounted net present value outcome in order to

fully reflect the risk that the operation never comes into production rather than factoring this risk into the discount rate applied

to the future cash flow.

(a) Coal royalties (investment property)

The Group’s coal royalties derive from its ownership of certain sub-stratum land in Queensland, Australia. In accordance with IAS 40,

this land is revalued at each reporting date. Refer to note 15 for details of the key inputs into the valuation, together with a sensitivity

analysis for fluctuations in the price assumptions and discount rate. All unobservable inputs are obtained from third parties.

(b) Royalty financial instruments

The Group’s royalty financial instruments comprise the investment in LIORC and the McClean Lake streaming agreement, together

with the NSR and GRR royalties over EVBC, Dugbe 1 and Piauí as detailed in note 17.

At the reporting date, the fair value of the Group’s investment in LIORC has been determined by reference to the quoted bid price of

the instrument. As LIORC has a quoted share price in an active market, it has been categorised as Level 1 in the fair value hierarchy.

The Group’s remaining royalty financial instruments are valued based on the net present value of pre-tax cash flows discounted at

a rate between 10.00% and 35.00% at the reporting date. The discount rate of each royalty arrangement is derived using a capital

asset pricing model specific to the underlying project, making reference to the risk-free rate of return expected on an investment

with the same time horizon as the expected mine life, together with the country risk associated with the location of the operation.

For those royalty financial instruments not in production, the outcome of this net present value calculation is then risk weighted to

reflect management’s current assessment of the overall likelihood and timing of each project coming into production and royalty

income arising. This assessment is impacted by news flow relating to the underlying operation in the period, in conjunction with

management’s assessment of the economic viability of the project based on commodity price projections.

The table below outlines the discount rate and risk weighting applied in the valuation of the Group’s royalty financial instruments:

		31 December 2023		31 December 2022
		Discount	Risk	Discount	Risk
	Classification	rate	weighting	rate	weighting
EVBC	FVTPL	12.00%	0%	13.00%	0%
Dugbe 1	FVTPL	35.00%	32.50%	31.50%	32.50%
McClean Lake	FVTPL	10.00%	60%	10.00%	60%
Piauí	FVTPL	17.50%	55%–100%	18.50%	55%–100%

The Group has reviewed the impact on the carrying value of its royalty financial instruments, and does not consider a +/-1% change

in the discount rate or a +/-5% change in the underlying commodity prices to have a material impact.

Strategic report

189Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

34 Financial risk management continued

Fair value hierarchy continued

All the quoted mining and exploration interests have been issued by publicly traded companies on well-established security

markets. Fair values for these securities have been determined by reference to their quoted bid prices at the reporting date.

(d) Mining and exploration interests – unquoted

All the unquoted mining and exploration interests are initially recognised using cost as the best approximation of fair value.

The Group notes any trading activity in the unquoted instruments and will value its holding accordingly. At present the Group holds

these investments with a view to generating future royalties and there is no present intention to sell. The vast majority of these are

in investments for which the Group anticipates a realistic possibility of a future listing.

(e) Contingent consideration – receivable

Contingent consideration – receivable relates to the West Musgrave royalty intangible purchased on 19 July 2022 (notes 18 and 22)

and the sale of the Narrabri royalty intangible completed on 31 December 2021 (note 22).

Under the West Musgrave royalty the Group is entitled to a A$10m payment on commercial production being achieved at West

Musgrave, which is distinct from and separate to the net smelter return royalty and is accounted for as a financial asset and is

carried at fair value based on the net present value of the discounted future cash flows estimated based on the expected start of

commercial production. The financial asset in relation to the contingent consideration will be remeasured at each reporting date,

with movements recognised in profit or loss.

In relation to the disposal of Narrabri, the Group may receive additional consideration following state and federal government

approvals in Australia of the Narrabri South extension for the period from completion date until 31 December 2026, together with

price and volume linked consideration. The contingent consideration has been classified as a financial asset that is carried at fair

value based on the net present value of the discounted future cash flows estimated based on the probability of the Narrabri South

extension being approved and the forward-looking thermal coal prices and expected production volumes. The financial asset in

relation to the contingent consideration will be remeasured at each reporting date, with movements recognised in profit or loss

over the period to 31 December 2026 during which the additional consideration may be received.

(f) Cash at bank and in hand

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments

that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

(g) Contingent consideration – payable

Contingent consideration – payable relates to the acquisition of the West Musgrave royalty intangible on 19 July 2022 (note 18)

and Voisey’s Bay metal stream completed on 11 March 2021 (note 16).

In relation to the acquisition of the West Musgrave royalty intangible the Group may become liable for additional consideration

payments for the period from commencement of production to 30 June 2027, determined by reference to minimum production

thresholds and nickel prices. This contingent consideration has been classified as a financial liability that is carried at fair value

based on the net present value of the discounted future cash outflows estimated based on forward-looking nickel prices and

expected production volumes. The financial liability in relation to the contingent consideration will be remeasured at each reporting

date, with movements recognised in carrying value of royalty intangible and amortised at straight line over the life of the mine.

In relation to the acquisition of Voisey’s Bay metal stream for the period from completion date until 30 June 2025, the Group may

become liable for additional consideration payments determined by reference to minimum production thresholds and cobalt

prices. This contingent consideration has been classified as a financial liability that is carried at fair value based on the net present

value of the discounted future cash outflows estimated based on forward-looking cobalt prices and expected production volumes.

The financial liability in relation to the contingent consideration will be remeasured at each reporting date, with movements

recognised in carrying value of metal stream and depreciated on a unit-of-production basis over the total expected deliveries

to be received.

(h) Derivative financial instruments

The derivative financial instruments consist of the foreign exchange forward contracts entered into to hedge the Group’s Australian

dollar denominated royalty income. At the reporting date the foreign exchange forward contracts are valued based on the net

present value of the discounted future cash flows estimated based on forward exchange rates and contract forward rates,

discounted at rates that reflect the credit risk of various counterparties.

190 Ecora Resources PLC Annual Report and Accounts 2023

34 Financial risk management continued

Fair value measurements in Level 3

The Group’s financial assets classified in Level 3 use valuation techniques based on significant inputs that are not based on

observable market data.

The following table presents the changes in Level 3 instruments for the year ended 31 December 2023.

	Royalty	Coal	Contingent	Contingent
	financial	royalties	consideration	consideration
	instruments	(Kestrel)	– receivable	– acquisition	Total
	$’000	$’000	$’000	$’000	$’000
At 1 January 2023	18,290	106,669	12,650	(10,058)	127,551
Contingent consideration received	—	—	(1,351)	—	(1,351)
Effective interest	—	—	—	—	—
Revaluation gains or losses recognised in:					—
Income statement	(3,088)	(28,520)	(666)	—	(32,274)
Royalty intangible and metal stream	—	—	—	(1,037)	(1,037)
Royalties due or received from royalty financial instruments	(718)	—	—	—	(718)
Additions	7,7 74	—	—	—	7,774
Foreign currency translation	338	(795)	437	(20)	(40)
At 31 December 2023	22,596	77,354	11,070	(11,115)	99,905

The following table presents the changes in Level 3 instruments for the year ended 31 December 2022.

	Royalty	Coal	Contingent	Contingent
	financial	royalties	consideration	consideration
	instruments	(Kestrel)	– receivable	– acquisitions	Total
	$’000	$’000	$’000	$’000	$’000
At 1 January 2022	23,297	84,465	4,018	(1,534)	110,246
Fair value on initial recognition	—	—	5,544	(9,311)	(3,767)
Contingent consideration – (received)/paid	—	—	(629)	2,373	1,744
Effective interest	—	—	—	(169)	(169)
Revaluation gains or losses recognised in:
Income statement	(1,373)	27,833	4,083	—	30,543
Royalty intangible and metal stream	—	—		(1,497)	(1,497)
Royalties due or received from royalty financial instruments	(2,782)	—	—	—	(2,782)
Foreign currency translation	(852)	(5,629)	(366)	80	(6,456)
At 31 December 2022	18,290	106,669	12,650	(10,058)	127,551

There have been no transfers into or out of Level 3 in any of the years.

The Group measures its entitlement to the royalty income and any optionality embedded within the royalty financial instruments

using discounted cash flow models. In determining the discount rate to be applied, management considers the country and

sovereign risk associated with the projects, together with the time horizon to the commencement of production and the success

or failure of projects of a similar nature.

Strategic report

191Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

35 Free cash flow

The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used

by the Group, including the definitions, please refer to the inside front cover.

The structure and classification of a number of the Group’s royalty arrangements result in a significant amount of cash flow not

being included in the income statement. As the Group considers dividend cover based on the free cash flow generated by its assets,

management has determined that free cash flow per share is a key performance indicator.

Free cash flow per share is calculated by dividing net cash generated from operating activities and proceeds from the disposal

of non-core assets, less finance costs, by the weighted average number of shares in issue.

		Free
		cash flow
	2023	per share
	$’000	¢
Net cash generated from operating activities
Net cash generated from operating activities for the year ended 31 December 2023	33,540
Adjustment for:
Proceeds on disposal of mining and exploration interests	79
Finance income	151
Finance costs	(6,010)
Lease payments	(357)
Repayments under commodity-related financing agreements	2,307
Free cash flow for the year ended 31 December 2023	29,710	11.52c

		Free
		cash flow
	2022	per share
	$’000	¢
Net cash generated from operating activities
Net cash generated from operating activities for the year ended 31 December 2022	132,495
Adjustment for:
Proceeds on disposal of mining and exploration interests	1,310
Finance income	8
Finance costs	(4,213)
Lease payments	(312)
Repayments under commodity-related financing agreements	2,859
Free cash flow for the year ended 31 December 2022	132,147	56.46c

The weighted average number of shares in issue for the purpose of calculating the free cash flow per share is as follows:

	2023	2022
Weighted average number of shares in issue	257,896,023	234,062,267

36 Portfolio contribution

The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used by

the Group, including the definitions, please refer to the inside front cover.

Portfolio contribution represents the funds received or receivable from the Group’s underlying royalty and metal stream-related

assets. A number of the Group’s royalty financing arrangements result in a significant amount of cash flow being reported as

principal repayments, which are not included in the income statement. In addition, following the adoption of IFRS 9, royalty receipts

from those royalty financial instruments classified as FVTPL are no longer recognised in the income statement. The Group

considers total portfolio contribution as a means of assessing the overall performance of the Group’s underlying royalty and metal

stream-related assets.

192 Ecora Resources PLC Annual Report and Accounts 2023

36 Portfolio contribution continued

Portfolio contribution is royalty and metal stream-related revenue (note 5), less metal streams cost of sales, plus royalties received

or receivable from royalty financial instruments carried at FVTPL (note 17) and principal repayment received under the Denison

financing agreement (note 22) as follows:

	2023	2022
Group	$’000	$’000
Royalty and metal stream-related revenue (note 5)	61,900	141,870
Royalties due or received from royalty financial instruments	718	2,782
Repayments under commodity-related financing agreements	2,307	2,859
Metal streams cost of sales	(1,338)	(4,265)
	63,587	143,246

Metal streams costs of sales represents the cost of cobalt purchases under the Voisey’s Bay stream agreement, marketing costs

and insurance. The cost of cobalt purchases is 18% of an industry cobalt reference price until the original upfront amount paid for

the stream, by its original holder, of $300m is reduced to $nil (through accumulating credit from 82% of the cobalt reference price),

increasing to 22% thereafter.

37 Contingent liabilities

During 2022 on advice from professional advisers, the Group undertook the capital restructuring of a number of subsidiaries

with significant historical losses and impairment charges. This advice involved the interpretation of certain tax legislation for which

there is no clear precedent or guidance. Absent clear guidance from relevant tax authorities there is the possibility that those tax

authorities could interpret the legislation in a different way from the Group. Should the relevant tax authorities interpret the

legislation in a different way from the Group, this could result in an additional income tax charge of $5.5m for the year ended

31 December 2023 (2022: $5.5m).

On 26 July 2023, the Group together with Orion Mineral Royalty Fund LP – Series 1 and Orion Mineral Royalty Fund LP – Overflow

Series 1 (collectively “Orion”), amended the financing agreement with Incoa Performance Minerals LLC and certain of its affiliates

(“Incoa”) originally entered into on 2 March 2020, which will fund the construction of Incoa’s calcium carbonate mine and associated

infrastructure in the Dominican Republic as well as a processing facility located in Mobile, Alabama, in the United States of America.

Under the amended agreement, in return for quarterly payments of approximately 1.23% of Incoa’s gross revenue royalty, the

Group will provide $20m in funding once the operation is in production and generating cash flow.

This additional capital will enable Incoa to bring its ground calcium carbonate products to market. The Group’s obligation to

advance the $20m in funding under the financing agreement is subject to a number of conditions, including Incoa’s successful

construction and operation of the project by 31 January 2025.

Should the conditions precedent not be satisfied by the 30 April 2025, the Group’s obligation to advance funding under the

financing agreement will be terminated. Until the conditions precedent to funding have been satisfied a liability will not be

recognised on the balance sheet.

38 Events occurring after year end

Subsequent to year end, the Group made a partial repayment of $0.4m of its borrowings and drew down a further $10.1m for the

final deferred consideration payment of the West Musgrave acquisition and, subject to continued covenant compliance, the Group

has access to a further $58m through its secured $150.0m revolving credit facility as at the date of this report (note 25).

In January 2024 the Group entered into an amendment and extension of its $150 million revolving credit facility agreement largely on

the same terms as the previous facility and will be subject to SOFR plus a ratchet between 2.25% and 4.00%, depending on leverage

levels. The amended and extended facility also includes an uncommitted accordion feature of up $75 million to be used to fund

royalty acquisitions which, if implemented, would take the potential borrowing capacity up to $225 million. The facility has a maturity

date of January 2027 and subject to lender consent, can be extended twice by up to 12 months on each occasion (see note 25).

On 14 February 2024 a further quarterly dividend of 2.125c per share was paid to shareholders ($5.5m) in respect of the year ended

31 December 2023 (note 13).

In March 2024, the operator of the Kestrel mine provided the Group with an updated production forecast reflecting the impact of a

production outage that last approximately three weeks in January 2024. The updated forecast continues to indicate sales volumes

produced within the Group’s private royalty area should be 15 – 25% higher than the 1.6Mt produced in 2023. As the change in

production forecast was the result of an event occurring after the end of the financial reporting period, management have

concluded that no adjustment to the carrying value of the Kestrel royalty at 31 December 2023 is required. Had the impact of this

updated production forecast been reflected in the year end valuation of the Kestrel royalty, the valuation would have increased by

$8.3m to $85.6m.

There are no other events that have occurred subsequent to the year end that require additional disclosure.

Strategic report

193Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

for the year ended 31 December 2023

39 Subsidiaries

The following tables outline the Group’s subsidiaries, as defined in Regulation 7 of the UK Companies Act 2006. All subsidiaries are

included in the Group consolidation.

				Proportion of	Proportion of
				class held at	class held at
				31 December	31 December
				2023	2022
Company and country of incorporation/operation		Principal activities	Class of shares held	%	%
Australia
Alkormy Pty Ltd		Investments	Ordinary A$1.00	100	100
APG Aus No 1 Pty Ltd		Owner of iron ore royalties	Ordinary A$1.00	100	100
APG Aus No 2 Pty Ltd		Owner of iron ore royalties	Ordinary A$1.00	100	100
APG Aus No 3 Pty Ltd		Owner of uranium royalties	Ordinary A$1.00	100	100
		Owner of iron ore and copper
APG Aus No 4 Pty Ltd		royalties	Ordinary A$1.00	100	100
APG Aus No 5 Pty Ltd		Owner of iron ore royalties	Ordinary A$1.00	100	100
APG Aus No 6 Pty Ltd		Owner of vanadium royalties	Ordinary A$1.00	100	100
APG Aus No 7 Pty Ltd		Owner of coal royalties	Ordinary A$1.00	100	100
APG Aus No 8 Pty Ltd		Owner of nickel royalties	Ordinary A$1.00	100	100
		Owner of nickel and copper
APG Aus No 9 Pty Ltd		royalties	Ordinary A$1.00	100	100
APG Aus No 10 Pty Ltd		Investments	Ordinary A$1.00	100	100
Argo Royalties Pty Ltd		Investments	Ordinary A$1.00	100	100
Gordon Resources Ltd		Owner of coal royalties	Ordinary A$0.20	100	100
HydroCarbon Holdings Pty Ltd		Dormant	Ordinary A$1.00	100	100
Indian Ocean Resources Pty Ltd		Investments	Ordinary A$0.25	100	100
Indian Ocean Ventures Pty Ltd		Dormant	Ordinary A$0.20	100	100
Starmont Holdings Pty Ltd		Investments	Ordinary A$1.00	100	100
Starmont Finance Pty Ltd		Treasur y	Ordinary A$1.00	100	100
Starmont Ventures Pty Ltd		Investments	Ordinary A$1.00	100	100
Woodford Wells Pty Ltd		Dormant	Ordinary A$0.25	100	100
(1)	The registered office of all of the entities listed above is 6 Price Street, Subiaco, Western Australia 6008.
Barbados
Entrée International Holdings Inc		Intermediate holding company		Ordinary U$1.00	100	100
Entrée Peru Holdings Inc	Intermediate holding company		Ordinary U$1.00	100	100
(2) The registered office of all of the entities listed above is Suite 208, Building No 8, Harbour Road, Bridgetown, St Michael, Barbados.
Canada
Advance Royalty Corporation		Owner of uranium royalties	Ordinary C$0.01	100	100
Albany River Royalty Corporation		Owner of chromite royalties	Ordinary C$1.00	100	100
Panorama Coal Corporation		Owner of coal royalties	Ordinary C$1.00	100	100
Polaris Royalty Corporation	Intermediate holding company		Ordinary C$1.00	100	100
Trefi Coal Corporation		Owner of coal tenures	Ordinary C$0.01	100	100
2809558	Ontario Inc	Intermediate holding company	Ordinary U$1.00	N/A	100
APG Metals Holdings Limited		Intermediate holding company	Ordinary U$1.00	N/A	100
APG Metals Limited		Owner of metal stream	Ordinary U$1.00	100	100

(3)

(5)

(3) The registered office of this entity is 1720 Queens Avenue, West Vancouver, British Columbia, Canada V7V 2X7.

(4) In 2023 2809558 Ontario Inc and APG Metals Holdings Limited were amalgamated into APG Metals Limited.

(5) The registered office of this entity is 620-111 Melville Street, Vancouver, British Columbia, Canada V6E 3V6.

+ Denotes interest is held indirectly.

194 Ecora Resources PLC Annual Report and Accounts 2023

			Proportion of	Proportion of
			class held at	class held at
			31 December	31 December
			2023	2022
Company and country of incorporation/operation	Principal activities	Class of shares held	%	%
England
Anglo Pacific Cygnus Ltd	Investments	Ordinary £1.00	100	100
Centaurus Royalties Ltd	Investments	Ordinary £1.00	100	100
Southern Cross Royalties Ltd	Investments	Ordinary £1.00	100	100
Pyxis Royalties Limited	Intermediate holding company	Ordinary £1.00	100	100
Vela Royalties Limited	Owner of copper royalties	Ordinary £1.00	100	100
Carina Royalties Limited	Owner of copper royalties	Ordinary £1.00	100	100
Aquila Royalties Limited
(formerly Scutum Royalties Limited)	Owner of copper royalties	Ordinary £1.00	100	100
(6) The registered office of all of the entities listed above is Kent House, 3rd Floor North, 14–17 Market Place, London W1W 8AJ, United Kingdom.
Guernsey
Anglo Pacific Group Employee Benefit Trust	Administering Group incentive		100	100
	plans
(7) The registered office of the entity listed above is Frances House, Sir William Place, St Peter Port GY1 4HQ.
Ireland
Anglo Pacific Finance DAC	Treasury	Ordinary £1.00	100	100
(8) The registered office of the entity listed above is Atlantic Avenue, Westpark Business Campus, Shannon, Co Clare.
Peru
Exploraciones Apolo Resources SAC	Owner of copper royalties	Ordinary S/1.00	100	100
(9) The registered office of the entity listed above is Av. Ricardo Angulo No. 776, Office 301, District of San Isidro, Lima, Peru.
Scotland
Shetland Talc Ltd	Mineral exploration	Ordinary £1.00	100	100
(10) The registered office of the entity listed above is Grant Thornton, 95 Bothwell Street, Glasgow, Scotland G2 7JZ

+ Denotes interest is held indirectly.

Shareholder statistics

Client Ecora Resources

Offering Ordinary Shares Of 2p

Date 25 March 2024

Balance Ranges Number of Holdings % of Holders Number of Shares % Issued capital

1 – 1,000 501 38.16% 251,243 0.10%

1,001 – 5,000 432 32.90% 975,939 0.37%

5,001 – 10,000 98 7.46% 725,686 0.28%

10,001 – Highest 282 21.48% 259,779,685 99.25%

Totals 1,313 100.00% 261,732,553 100.00%

The percantage of total shares held by or on behalf of the twenty largest shareholders as at 25 March 2024 was 65.67%.

39 Subsidiaries continued

Strategic report

195Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

OTHER INFORMATION

Registered office

Ecora Resources PLC

Kent House

3rd Floor North

14–17 Market Place

London W1W 8AJ

Registered in England No. 897608

Telephone: +44 (0) 20 3435 7400

Fax: +44 (0) 20 7629 0370

Website: ecora-resources.com

Shareholders

Please contact the respective registrar if you have any queries about your shareholding.

Equiniti Registrars Limited

Aspect House

Spencer Road

Lancing

West Sussex BN99 6DA

Telephone: +44 (0)371 384 2030

TSX Trust Company

301 – 100 Adelaide Street West

Toronto, ON M5H 4H1

Canada

Telephone: +1 416 342 1091

Stockbrokers

Berenberg

60 Threadneedle Street

London EC2R 8HP

Peel Hunt

100 Liverpool Street

London EC2M 2AT

RBC Capital Markets

Thames Court

One Queenhithe

London EC4V 3DQ

196 Ecora Resources PLC Annual Report and Accounts 2023

FORWARD LOOKING STATEMENTS

Cautionary statement on

forward-looking statements

andrelated information

Certain statements in this Annual Report

are forward-looking statements based

oncertain assumptions and reflect the

Group’s expectations and views of future

events. Forward-looking statements

(which includes any statement which

constitutes ‘forward-looking information’

for the purposes of Canadian securities

legislation) may include, without

limitation, statements regarding the

operations, business, financial condition,

expected financial results, cash flow,

requirement for and terms of additional

financing, performance, prospects,

opportunities, priorities, targets, goals,

objectives, strategies, growth and

outlookof the Group including the

outlook for the markets and economies

inwhich the Group operates, costs and

timing of acquiring new royalties and

making new investments, mineral reserve

and resources estimates, estimates of

future production, production costs and

revenue, future demand for and prices

ofprecious and base metals and other

commodities and future demand for

products which include precious and

base metals and other commodities,

forthe current fiscal year and

subsequent periods.

Forward-looking statements include

statements that are predictive in nature,

depend upon or refer to future events

orconditions, or include words such as,

amongst others, ‘expects’, ‘anticipates’,

‘plans’, ‘believes’, ‘estimates’, ‘seeks’,

‘intends’, ‘targets’, ‘projects’, ‘forecasts’,

‘potential’, ‘positioned’, ‘strategy’, ‘outlook’,

‘predict’ or negative versions thereof

andother similar expressions, or future

or conditional verbs such as ‘may’, ‘will’,

‘should’, ‘would’ and ‘could’. These include

statements regarding our intentions,

beliefs or current expectations

concerning, amongst other things, our

results of operations, financial condition,

liquidity, prospects, growth, strategies

and the economic and business

circumstances occurring from time to

time in the countries and markets in

which the Group operates.

Forward-looking statements are based

upon certain material factors that were

applied in drawing a conclusion or

makinga forecast or projection, including

assumptions and analyses made by the

Group in light of its experience and

perception of historical trends, current

conditions and expected future

developments, as well as other factors

that are believed to be appropriate in the

circumstances. The material factors and

assumptions upon which such forward-

looking statements are based include:

thestability of the global economy; the

stability of local governments and

legislative background; the relative

stability of interest rates; the equity

anddebt markets continuing to provide

access to capital; the continuing of

ongoing operations of the properties

underlying the Group’s portfolio of

royalties, streams and investments by

theowners or operators of such

properties in a manner consistent with

past practice and/or with production

projections, including the on-going

financial viability of such operators and

operations; no material adverse impact

on the underlying operations of the

Group’s portfolio of royalties, streams

and investments from the global

pandemic; the accuracy of public

statements and disclosures (including

feasibility studies, estimates of reserve,

resource, production, grades, mine life

and cash cost) made by the owners or

operators of such underlying properties;

the accuracy of the information provided

to the Group by the owners and

operators of such underlying properties;

contractual terms honoured of the

Group’s royalty and stream investments,

together with those of the owners and

operators of the underlying properties;

no material adverse change in the price

ofthe commodities produced from the

properties underlying the Group’s

portfolio of royalties, streams and

investments; no material adverse change

in foreign exchange exposure; no adverse

development in respect of any significant

property in which the Group holds a

royalty or other interest, including but

notlimited to unusual or unexpected

geological formations and natural

disasters; successful completion of

newdevelopment projects; planned

expansions or additional projects being

within the timelines anticipated and at

anticipated production levels; and

maintenance of mining title.

Forward-looking statements are provided

for the purposes of assisting readers in

understanding the Group’s financial

position and results of operations as at

and for the periods ended on certain

dates, and of presenting information

about management’s current

expectations and plans relating to the

future. It is believed that the expectations

reflected in this Annual Report are

reasonable but they may be affected by a

wide range of variables that could cause

actual results to differ materially from

those currently anticipated. Readers are

cautioned that such forward-looking

statements may not be appropriate other

than for purposes outlined in this Annual

Report. Forward-looking statements are

not guarantees of future performance

and involve risks, uncertainties and

assumptions, that may be general or

specific, which could cause actual results

to differ materially from those forecast,

anticipated, estimated or intended in the

forward-looking statements. Past

performance is no guide to future

performance and persons needing advice

should consult an independent financial

adviser. The forward-looking statements

made in this Annual Report relate only to

events or information as of the date on

which the statements are made and,

except as specifically required by

applicable laws, listing rules and other

regulations, the Group undertakes no

obligation to update or revise publicly any

forward-looking statements, whether as a

result of new information, future events

or otherwise, after the date on which the

statements are made or to reflect the

occurrence of unanticipated events.

No statement in this communication

isintended to be, nor should it be

construed as, a profit forecast or a

profitestimate and no statement in this

communication should be interpreted

tomean that earnings per share for the

current or any future financial periods

would necessarily match, exceed or be

lower than the historical published

earnings per share.

Forward-looking statements involve

estimates and assumptions that are

subject to risks, uncertainties and other

factors that could cause actual future

financial condition, performance and

results to differ materially from the plans,

goals, expectations and results expressed

in the forward-looking statements and

other financial and/or statistical data

within this communication. Such risks and

uncertainties include, but are not limited

to: the failure to realise contemplated

benefits from acquisitions and other

royalty and stream investments; the

effect of any mergers, acquisitions and

divestitures on the Group’s operating

results and businesses generally; current

global financial conditions; royalty, stream

and investment portfolio and associated

risk; adverse development risk; financial

viability and operational effectiveness of

owners and operators of the relevant

properties underlying the Group’s

portfolio of royalties, streams and

investments; royalties, streams and

investments subject to other rights; and

contractual terms not being honoured,

together with those risks identified in the

‘Principal Risks and Uncertainties’ section

herein. If any such risks actually occur,

they could materially adversely affect the

Group’s business, financial condition or

results of operations. Readers are

cautioned that the list of factors noted

inthe section herein entitled ‘Risk’ is

notexhaustive of the factors that may

affect the Group’s forward-looking

statements. Readers are also cautioned

to consider these and the other factors,

uncertainties and potential events

carefully and not to put undue reliance

onforward-looking statements.

Strategic report

197Ecora Resources PLC Annual Report and Accounts 2023

Governance report Financial statements

FORWARD LOOKING STATEMENTS

CONTINUED

Cautionary statement on

forward-looking statements

andrelated information

continued

This Annual Report also contains

forward-looking information contained

and derived from publicly available

information regarding properties and

mining operations owned by third parties.

This Annual Report contains information

and statements relating to the Kestrel

mine that are based on certain estimates

and forecasts that have been provided to

the Group by Kestrel Coal Pty Ltd (“KCPL”),

the accuracy of which KCPL does not

warrant and on which readers

may not rely.

US Employment Retirement

Income Security Act

Fiduciaries of (i) US employee benefit

plans that are subject to Title I of the US

Employment Retirement Income Security

Act of 1974 (ERISA), (ii) individual

retirement accounts, Keogh and other

plans that are subject to Section 4975

ofthe US Internal Revenue Code of 1986,

as amended (the Internal Revenue Code),

and (iii) entities whose underlying assets

are deemed to be ERISA ‘plan assets’ by

reason of investments made in such

entities by such employee benefit plans,

individual retirement accounts, Keogh

and other plans (collectively referred to

asBenefit Plan Investors) should consider

whether holding the Company’s ordinary

shares will constitute a violation of their

fiduciary obligations under ERISA or a

prohibited transaction under ERISA or the

Internal Revenue Code. Shareholders

should be aware that the assets of the

Company may be or become treated as

‘plan assets’ that are subject to ERISA

fiduciary requirements and/or the

prohibited transaction rules of ERISA

andthe Internal Revenue Code. The

Company’s ordinary shares are subject

totransfer restrictions and provisions

that are intended to mitigate the risk of,

among other things, the assets of the

Company being deemed to be ‘plan

assets’ under ERISA. Shareholders

whobelieve these provisions may be

applicable to them should review

theserestrictions which are set forth

inthe Company’s Articles of Association

and should consult their own counsel

regarding the potential implications of

ERISA, the prohibited transaction

provisions of the Internal Revenue Code

or any similar law in the context of an

investment in the Company and the

investment of the Company’s assets.

Technical and third-party

information

As a royalty and streaming company,

theGroup often has limited, if any, access

to non-public scientific and technical

information in respect of the properties

underlying its portfolio of royalties,

orsuch information is subject to

confidentiality provisions. As such,

inpreparing this Annual Report, the

Group has largely relied upon the public

disclosures of the owners and operators

of the properties underlying its portfolio

of royalties investments, as available

atthe date of this announcement.

Accordingly, no representation or

warranty, express or implied, is made

andno reliance should be placed, on

thefairness, accuracy, correctness,

completeness or reliability of that data,

and such data involves risks and

uncertainties and is subject to

changebased on various factors.

Capstone, the owner of the Santo

Domingo project, is listed on the

TorontoStock Exchange and reports

inaccordance with the standards of

theCanadian Institute of Mining,

Metallurgy and Petroleum and the

NI43-101 standards.

BHP Group Limited, the owner of the

West Musgrave project, is listed on the

Australian Securities Exchange and

reports in accordance with the

JORC Code.

Cyprium Metals, the owner of the Nifty

project, is listed on the Australian

Securities Exchange and reports in

accordance with the JORC Code.

Candente Copper Corp., the owner of

theCañariaco project, is listed on the

Toronto Stock Exchange and reports in

accordance with the Canadian Institute

ofMining and Metallurgy (CIM) Definition

Standards for Mineral Resources and

Mineral Reserves.

Los Andes Copper Ltd, the owner of

theVizcachitas project, is listed on the

Toronto Stock Exchange and reports

inaccordance with the standards of

theCanadian Institute of Mining,

Metallurgy and Petroleum and the

NI43-101 standards.

Ecora Resources PLC Annual Report and Accounts 2023

198 Ecora Resources PLC Annual Report and Accounts 2023

Ecora Resources plc is commitment to environmental issues is reflected in this Annual Report,

which has been printed on Arena Extra White Smooth, an FSC® certified material.

This document was printed by Pureprint Group using its environmental print technology, with

99% of dry waste diverted from landfill, minimising the impact of printing on the environment.

The printer is a CarbonNeutral® company.

Both the printer and the paper mill are registered to ISO 14001.

CBP024114

Ecora Resources PLC

Kent House

3rd Floor North

14–17 Market Place

London W1W 8AJ

info@ecora-resources.com

www.ecora-resources.com

Ecora Resources PLC Annual Report and Accounts 2023