Code of Corporate Governance

The Company’s strategy and business model is to generate long term shareholder value through the exploration for minerals resources. Initial the focus was solely, on zinc (and associated metals such as lead and silver) in Ireland, the Company is now seeing to reduce the risk associated with targeting a single asset in a single jurisdiction by expanding and enhancing its portfolio of mineral rights in jurisdictions outside of Ireland. Whilst the Kilmallock project remains the core of its operations, the Company is considering a number of investment or acquisition opportunities in Africa that it believes would be attractive to shareholders and that the Company, though its ability to raise funds via the London market, is in a strong position to achieve.

The Company intends to deliver on its strategy by: (1) proving up the resources at its core projects in Ireland; (2) reviewing opportunities in Africa and elsewhere to expand and enhance the Company’s portfolio of mineral rights; (3) securing appropriate funding; and (4) maintaining a flat, low-cost organisational structure.

The exploration for, and development, of mineral resources can have significant impact in the areas where the Company and its contractors are active and it is important that the communities in which we operate view the Company’s activities positively. Therefore, the importance of sound ethical values and behaviours coupled with environmental awareness is crucial to the ability of the Company to successfully achieve its corporate objectives. To ensure that this this aspect of corporate life is reflected in all the Company does, the Directors are committed to maintaining high standards of corporate governance, integrity, and social responsibility, commensurate with the size, stage of development and financial status of the Company, and to managing the Company in an efficient, honest, ethical and transparent manner. The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company and the way that employees behave. The corporate culture of the Company is promoted throughout its employees and contractors and is underpinned by compliance with local regulations and the implementation and regular review and enforcement of the Company’s various policies.

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Through shareholder feedback, the Company ensures that it remains in touch with the information requirements of our shareholders, their expectations regarding their investment, and the motivation behind their voting decisions. The Directors consider shareholders’ motivations and expectations to be broadly correlated with that of the Company and the Company’s strategy Currently, no third-party research on the Company and its prospects is being published.

Mineral exploration is a high-risk activity, often operating in remote locations without immediate access to power, water and medical facilities, especially so in areas within Africa. The Board is committed to having the highest degree possible of corporate social responsibility in how the Company undertakes its activities within a culture where the safety of personnel is paramount.

The Bird aims for an uncompromising stance on health, safety, environment and community relations, which is to be achieved through an appropriate level of contact and negotiation with all stakeholders (including operating partners, landowners, community groups and regional and national authorities) and by the implementation and enforcement of the Company’s ESG Policy, Health & Safety Policy, Anti-Bribery and other policies.

The Board is responsible for the Company’s system of internal controls, the setting of appropriate policies on those controls, the regular assurance that the system is functioning effectively and that it is effective in managing business risk.

The Board regularly reviews the risks to which the Company is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible whilst recognising that its business model carries an inherently high level of risk. It is ultimately responsible for the management, governance, controls, risk management, direction and performance of the Company.

The principal risks and uncertainties facing the Company at this stage in its development and in the foreseeable future are detailed here []

The Company’s sustainability and climate-related risks and disclosures, and its related governance of such, are set out here [http://www.unicornmineralresources.com/code-of-corporate-governance-clone/]

The Company’s financial risk management policies are set out here [http://www.unicornmineralresources.com/risk-management/]

The CVs of the Directors are set out here [http://www.unicornmineralresources.com/directors/]

All directors are subject to re-election intervals as prescribed in the Company’s Articles of Association. At each Annual General Meeting one-third of the Directors who are subject to retirement by rotation, shall retire from office. They can then offer themselves for re-election.

Given its relatively small size, the Company has no formal succession planning process in place.

Executive directors of the Company are required to work such hours as are required to fulfil their obligations to the Company and have service contracts with a 4-week notice period. They are not precluded from having other outside business commitments.

Non-executive directors have letters of appointment with a 4-week notice period and are required to be available to attend Board meetings and to deal with both regular and ad hoc matters. Their letters of appointment provide no indicative time commitment, but they are required to devote sufficient time as may reasonably be necessary for the proper performance of their duties.

The Roles and Responsibilities of the Board are set out here [http://www.unicornmineralresources.com/roles-and-responsibilities/]

The Board considers the current balance of sector, financial and public market skills and experience of its directors is appropriate for the size and stage of development of the Company and that its directors (whose biographies are set out on page 10) have the skills and requisite experience necessary to constructively challenge and execute the Company’s strategy and discharge their fiduciary duties effectively. The Board is committed to ensuring diversity of skill and experience.

The Board delegates certain of its responsibilities to the Board Committees [add link to Board Committees Page], which have clearly defined terms of reference. All Directors have access to the advice and services of the Company’s solicitors and the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Company’s expense in the furtherance of his duties.

The Board had planned to hold a review of the Board’s performance during the year. With the potential of an acquisition in Africa, this review was deferred, recognising that acquiring an overseas operating business might impact the terms of such review.

The Company’s Remuneration policy is set out in the report of the Remuneration Committee included in the latest Annual Report and Accounts.

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Investors have access to current information on the Company though its website www.unicornmineralresources.com and through the Non-Executive Chairman who is available to answer investor relations enquiries. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting.

A complete history of Investor Notices can be found here [http://unicornmineralresources.com/agm-notices/]

The Company’s financial reports can be found here [http://unicornmineralresources.com/interim-annual-reports/)