1 | Atalaya Mining Copper, S.A. 2024 Annual Report
Annual Report
FOR THE YEAR ENDED 31 DECEMBER 2024
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2 | Atalaya Mining Copper, S.A. 2024 Annual Report
Strategic Report
4
Performance Highlights
4
Company Overview
5
Our Purpose
7
Atalaya at a Glance
9
Letter from the Chair
12
Letter from the Chief Executive Officer
14
Copper Market Overview
16
Strategic Framework
20
Key Performance Indicators
23
Risk Management and principal risk factors
24
Viability statement
32
Operating Review
34
Financial Review
40
Sustainability Approach
50
Task Force on Climate-related Financial Disclosures (TCFD) Reporting
53
Non-Financial Information Statement
54
Governance
55
Board of Directors
55
Senior Management
59
Governance Introduction
61
UK Corporate Governance Code 2018 - Compliance Statement
63
Board Leadership and Company Purpose
64
Division of Responsibilities
67
Composition, Succession and Evaluation
73
Audit, Risk and Internal Control
78
Remuneration
90
Directors’ Report
111
Financial Statements
117
Independent Auditor’s Report
117
Consolidated Financial Statements
123
Notes to the Consolidated Financial Statements
127
Additional Information
192
Glossary of Terms
198
Shareholder Enquiries
202
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3 | Atalaya Mining Copper, S.A. 2024 Annual Report
Performance Highlights
In 2024, we demonstrated resilience despite experiencing certain challenges.
• Operational: We achieved a new annual record for ore processed, which helped to offset
lower copper grade and copper recovery.
• Financial: We exhibited good control of absolute costs, strong operational efficiency and
maintained a solid balance sheet.
Operational Highlights
Unit
2025
2024
2023
Guidance
Actual
Actual
Ore mined
mt
15 – 16
15.2
14.9
Ore processed
mt
15.5 – 15.8
15.9
15.8
Copper concentrate produced
t
n/a
252,165
249,321
Copper production
t
48,000 – 52,000
46,227
51,667
Payable copper production
t
n/a
43,706
49,174
Key messages
• Proyecto Riotinto produced 46 kt of copper in 2024 and we expect production to grow to
approximately 50 kt in 2025.
• We processed 15.9 Mt of ore in 2024, a new annual record, highlighting our operational
efficiency and the reliability of our processing facilities.
• We continue to make progress on our growth strategy, having advanced permitting and
pre-development works at San Dionisio and Proyecto Masa Valverde, which have the
potential to deliver higher grade material to the plant at Riotinto.
• Proyecto Touro was awarded Strategic Industrial Project status by the Xunta de Galicia in
June 2024, which represents an important permitting milestone.
Financial Highlights
Unit
2024
2023
Revenues
€k
326,797
340,346
EBITDA
€k
66,356
73,100
Dividend per share
(1)
$/share
0.07
0.09
Realised copper price (excluding QPs)
$/lb
4.19
3.80
Cash Cost
$/lb payable
2.92
2.79
All-in Sustaining Cost (AISC)
$/lb payable
3.26
3.09
Net cash position
€k
35,091
54,320
Cash at bank
€k
52,878
121,007
(1)
Represents the total dividend for each fiscal year, consisting of an Interim Dividend (paid) and a
proposed Final Dividend (subject to shareholder approval at the 2025 AGM)
Key Messages
• Delivered EBITDA of €66.4 million, which benefitted from good control of absolute costs.
• Continued to return capital to shareholders via our dividend policy.
• Cash Cost of US$2.92/lb and AISC of US$3.26/lb, which are competitive with Atalaya’s copper
producer peers.
• Healthy liquidity position with €52.9 million cash at bank at 31 December 2024.
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4 | Atalaya Mining Copper, S.A. 2024 Annual Report
Company Overview
At Atalaya, we are a leading European copper producer listed on the London Stock Exchange’s Main
Market. We focus on sustainable growth and operational efficiency, striving to deliver long-term
value to our shareholders through a high-quality portfolio of assets.
Our flagship operation, Proyecto Riotinto, is located in the Iberian Pyrite Belt in southern Spain, one
of the world’s most historically significant mining regions. With annual production of around 50,000
tonnes of copper, the Riotinto mine is the foundation of our success. We are committed to
responsible resource management and minimising our environmental impact.
We operate our mining assets through innovation, efficiency, and a firm commitment to
sustainability. By continuously optimising our production processes, controlling costs, and exploring
new opportunities for expansion, we ensure that Atalaya remains competitive in the global
marketplace. With a solid financial foundation, we are well-positioned to pursue strategic growth
initiatives, including expansion projects and developing new resource opportunities both in Europe
and beyond.
At the core of our strategy is our commitment to creating value for all our stakeholders, including our
shareholders, employees, contractors and the communities in which we operate. Through
responsible mining practices, a focus on reducing environmental impact, and active local
engagement, we are working to shape a sustainable future in copper production.
Recent Company Events
April 2024: Admission of Atalaya’s ordinary shares to the Main Market of the London Stock Exchange.
May 2024: Announced appointment of Neil Gregson as Non-Executive Chair, Kate Harcourt as Senior
Independent Director and Carole Whittall as Independent Non-Executive Director.
June 2024: Cobre San Rafael, which owns Proyecto Touro, was awarded Strategic Industrial Project
status by the Xunta de Galicia.
November 2024: Atalaya entered into two new agreements pursuant to which Atalaya can earn an
initial 75% interest in two separate land packages in Sweden.
January 2025: Atalaya announces completion of re-domiciliation to Spain and appoints María del
Coriseo González-Izquierdo Revilla as an Independent Non-Executive Director.
Asset Portfolio
Proyecto Riotinto
Proyecto Riotinto is a mining and processing complex that produces copper concentrates. It is
located between the municipalities of Minas de Riotinto, Nerva and El Campillo in the province of
Huelva (Andalucía, Spain), approximately 65 km northwest of Seville and 70 km northeast of the port
of Huelva. Atalaya owns and operates Proyecto Riotinto through its wholly owned subsidiary, Atalaya
Riotinto Minera, S.L.U.
Proyecto Riotinto consists of an operating open pit mine (Cerro Colorado), the 15 Mtpa Riotinto
Processing Plant and supporting infrastructure. In addition, the development stage San Dionisio and
San Antonio deposits are located adjacent to the Cerro Colorado pit.
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5 | Atalaya Mining Copper, S.A. 2024 Annual Report
Riotinto District: Proyecto Masa Valverde ("PMV")
Proyecto Masa Valverde is a development stage volcanogenic massive sulphide (“VMS”) type project
located in the province of Huelva (Andalucía, Spain), approximately 80 km west-northwest of Sevilla
and 32 km north northeast of the port of Huelva. Atalaya has owned PMV since October 2020 through
its wholly owned subsidiary Atalaya Masa Valverde, S.L.U.
Development of PMV contemplates underground mining of the Masa Valverde and Majadales
deposits, which would be accessed by constructing a ramp. Mined material would then be
transported by public road to Riotinto for processing. This development scenario is consistent with
Atalaya’s strategy of developing the Riotinto 15 Mtpa Processing Plant into a central processing hub
for Atalaya’s assets in the Riotinto District.
E-LIX Phase I Plant
The E-LIX Phase I Plant is an industrial-scale processing plant that utilises the E-LIX System and is
located at Proyecto Riotinto. The plant is currently undergoing commissioning and ramp-up.
The E-LIX System is a newly developed and innovative electrochemical extraction process that utilises
singular catalysts and physicochemical conditions to dissolve the valuable metals contained within
sulphide concentrates in order to produce high-value copper and zinc metals from complex sulphide
concentrates. The E-LIX System was developed by Lain Technologies Ltd (“Lain Tech”) with the
financial support of Atalaya.
Proyecto Touro
Proyecto Touro is a brownfield copper project located in the Galicia region of northwest Spain that is
currently in the permitting process. Proyecto Touro is located in the “San Rafael” concession, which
is an exploitation permit held by Cobre San Rafael. Atalaya exercised an option to acquire a 10%
interest in Cobre San Rafael in February 2017 as part of an earn-in agreement that enables Atalaya to
acquire up to an 80% ownership interest as certain development milestones are met.
In June 2024, Cobre San Rafael was awarded Strategic Industrial Project status by the Xunta de
Galicia, which acts to simplify administrative procedures and intends to reduce permitting timelines.
Proyecto Ossa Morena
Proyecto Ossa Morena consists of a package of investigation permits that are strategically distributed
along prospective zones of the Ossa Morena Metallogenic Belt in southwest Spain.
In December 2021, Atalaya announced the acquisition of a 51% interest in Atalaya Ossa Morena, S.L.
(formerly, Rio Narcea Nickel, S.L.) and in 2022, increased its ownership interest to 99.9%.
Exploration activities at various projects and targets are ongoing.
Proyecto Riotinto East
In December 2020, Atalaya entered into a Memorandum of Understanding with Geotrex, S.L. to
acquire a 100% beneficial interest in certain investigation permits, including two located immediately
east of Proyecto Riotinto.
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6 | Atalaya Mining Copper, S.A. 2024 Annual Report
Our Purpose
At Atalaya, our purpose is to responsibly extract and deliver the essential raw materials that power
global economic growth and support the ongoing energy transition. We are dedicated to producing
copper, a critical element in the shift toward cleaner energy, while prioritising sustainability,
innovation, and long-term value creation for our shareholders, employees, contractors, and the
communities in which we operate.
Our Strategy
Operational Expertise that Delivers Sustainable Growth
We continue to build on our success at Proyecto Riotinto, with the goal of becoming a multi-asset
producer. Our strategy is centred on the development of sustainable, scalable, and low-risk assets in
mining-friendly jurisdictions. This ensures that we maintain our competitive edge, minimise risk, and
unlock new opportunities for growth.
Our focus is on expanding our operations using responsible mining practices, always evaluating the
potential for growth consistent with environmental and social commitments. We actively explore
new opportunities that enhance value for our stakeholders, with a disciplined approach to capital
investment and risk management.
Diversification and Growth
Our long-term strategy involves expanding beyond Proyecto Riotinto, positioning us as a multi-asset
company. By identifying and developing new assets, we aim to deliver sustainable production
increases while maintaining a focus on reducing operational risk through diversification.
Our Mission
Responsibly Increasing Long-Term Value for All Stakeholders
At Atalaya Mining, our mission is to create lasting value for all stakeholders, ensuring stable and
sustainable growth. We are committed to the responsible development of our assets, working to
protect and enhance the interests of our shareholders, employees, communities, and partners.
We understand the vital role that copper plays in economic development and the green energy
transition. As such, we view our role as more than just a mining company. We are partners in progress,
contributing to society by delivering essential raw materials that enable cleaner energy technologies
and drive industrial growth.
To achieve this, we focus on operational excellence, environmental stewardship, and community
engagement. We continue to prioritise safety and efficiency in our operations, all while investing in
sustainable mining practices that safeguard the environment and provide positive social impact.
Our Values
A Strong Commitment to a Safe, Ethical, and Transparent Working Environment
At Atalaya Mining, our values guide everything we do. We are committed to honesty, accountability,
and transparency, ensuring that our operations are always aligned with the highest ethical standards.
We believe in fostering a safe and inclusive working environment that promotes diversity and
encourages innovation.
We work closely with all of our stakeholders, including local communities, to ensure that our activities
are in harmony with their needs and expectations. Safety remains a top priority, and we are deeply
committed to maintaining a workplace where everyone can thrive.
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7 | Atalaya Mining Copper, S.A. 2024 Annual Report
Environmental and Social Responsibility
We recognize the importance of environmental sustainability and are committed to minimizing our
environmental footprint while contributing positively to the ecosystems and communities we
engage with. Our proactive approach includes continuous improvement in waste management,
water use, and energy efficiency to ensure that our mining activities are as sustainable as possible.
In every decision we make, we strive to embody the principles of responsible mining, ensuring that
our long-term success is balanced with social responsibility and environmental protection.
At Atalaya, we believe that doing business the right way is the only way, and our core values of
integrity, respect, and sustainability are deeply embedded in every aspect of our operations.
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8 | Atalaya Mining Copper, S.A. 2024 Annual Report
Atalaya at a Glance
Atalaya is a leading copper producer listed on the London Stock Exchange’s Main Market, with its
core operations based in Spain. Our strategic focus is on producing high-quality copper concentrates
and advancing a pipeline of sustainable growth projects to solidify our position as a key player in the
European mining sector.
Key Facts:
• Primary Asset: Proyecto Riotinto, a wholly owned open-pit copper mine in the Iberian
Pyrite Belt, Andalusia, Spain.
• Annual Production: Around 50,000 tonnes of copper produced annually at Riotinto.
• Ownership Structure: Publicly listed company with a diverse range of shareholders,
including institutional investors from the UK, Spain, Europe and North America.
• Future Growth: Potential to grow production at Riotinto by prioritising higher grade ore
from deposits in the Riotinto District, and also through developing Proyecto Touro, a
brownfield copper project in northwest Spain.
Strategic Focus:
• Sustainable Growth Pipeline: We are committed to expanding our portfolio with low-risk,
high-return assets, while maintaining financial discipline and competitive capital intensity.
• Operational Excellence: With a strong management team of experienced miners and
operators, Atalaya is focused on maximising efficiency and optimising costs across all
operations.
• ESG Leadership: Environmental sustainability, social responsibility, and governance (ESG)
principles are at the heart of our operations. We strive to minimize our environmental
footprint and generate positive impacts for local communities.
Financial Health:
• Robust Balance Sheet: Our strong financial position allows us to fund future growth
initiatives while providing consistent returns to shareholders.
• Organic Cash Flow: Consistent cash generation provides the foundation for continued
investment in operational improvements and future projects.
Looking Ahead:
As we move forward, our strategy is to diversify into multiple assets and further expand our copper
production base. We are actively exploring opportunities across Europe and Latin America,
leveraging our operational expertise to capitalize on global demand for copper, particularly in the
context of the energy transition and technological advancement.
For more information, visit www.atalayamining.com.
Cerro Colorado (Proyecto Riotinto)
Ownership
Mine
Activity
Commodity
Location
Ore
Reserve*
Resources
2024
actual Cu
production
100%
Open pit
mining in
operation
Cu, Ag
Huelva,
Spain
132.0 Mt
at 0.37%
Cu (P&P)
156.6 Mt at
0.37% Cu
(M&I)
46,227
tonnes
* NI 43-101 compliant Reserves and Resources as at July 2023
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9 | Atalaya Mining Copper, S.A. 2024 Annual Report
San Dionisio / San Antonio (Proyecto Riotinto)
Ownership
Mine
Activity
Commodity
Location
Ore
Reserve
Resources*
Growth
100%
Potential for
open pit and
underground
mining
Cu, Zn, Pb,
Ag
Huelva,
Spain
n/a
San Dionisio open
pit:
57.4 Mt at 0.89% Cu
and 1.12% Zn (M&I)
San Dionisio
underground:
12.4 Mt at 1.01% Cu
and 2.54% Zn
(Inferred)
San Antonio
underground:
11.8 Mt at 1.32% Cu
and 1.79% Zn
(Inferred)
Potential
to increase
production
by
increasing
head
grade
* NI 43-101 compliant Resources as at July 2023
Proyecto Riotinto is operated through Atalaya Riotinto Minera, S.L.U. a fully owned entity established
under the laws of Spain.
Proyecto Masa Valverde (Riotinto District)
Ownership
Mine
Activity
Commodity
Location
Resources*
Growth
100%
Potential for
underground
mining. AAU
and
exploitation
permit have
been
granted.
Cu, Zn, Pb,
Ag and Au
Huelva,
Spain
Masa Valverde:
16.9 Mt at 0.66% Cu,
1.55% Zn and 0.65% Pb
(Indicated)
73.4 Mt at 0.61% Cu,
1.24% Zn and 0.61% Pb
(Inferred)
Majadales:
3.1 Mt at 0.94% Cu,
3.08% Zn and 1.43% Pb
(Inferred)
Strong exploration
upside potential in
the immediate
surroundings.
* NI 43-101 compliant Resource estimate as at March 2022
In 2020, Atalaya entered into a definitive purchase agreement to acquire the Masa Valverde
polymetallic project in Huelva. The mining rights are owned by Atalaya Masa Valverde, S.L.U. a fully
owned subsidiary of Atalaya.
In 2023, AMV was granted the Unified Environmental Authorisation (or in Spanish, Autorización
Ambiental Unificada ("AAU")) by the Junta de Andalucía ("JdA").
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10 | Atalaya Mining Copper, S.A. 2024 Annual Report
Proyecto Touro
Ownership
Mine
Activity
Commodity
Location
Ore
Reserve*
Resources*
Growth
10% with an
earn-in
agreement
up to 80%
Potential
open pit
mine;
currently in
the
permitting
stage
Cu, Ag
A
Coruña,
Spain
90.9 Mt at
0.43% Cu
(P&P)
129.9 Mt at
0.39% Cu
(M&I) and 46.5
Mt at 0.37%
Cu (Inferred)
Option to
acquire 100%
of the
adjacent
exploration
concessions
* NI 43-101 compliant Reserves and Resources as at September 2017
In 2017, Atalaya signed a phased, earn-in agreement for up to 80% ownership of Proyecto Touro, a
brownfield copper project in northwest Spain. The mining rights are owned by Cobre San Rafael, S.L.
Proyecto Ossa Morena
Ownership
Mine Activity
Commodity
Location
Resources*
Growth
99.9%
Exploration stage.
Cu, Au and
Fe
Huelva,
Spain
Alconchel:
7.8 Mt at
0.66% Cu
and 0.17 g/t
Au (M&I)
and 15.0 Mt
at 0.47% Cu
and 0.14 g/t
Au
(Inferred)
Strong exploration
upside potential
throughout the
overall land
package.
* Historical data
In 2021, Atalaya announced the acquisition of a 51% interest in Rio Narcea Nickel, S.L., which owned a
package of investigation permits in the Ossa Morena Metallogenic Belt, as well as several 100% owned
investigation permits. In 2022, Atalaya increased its ownership in Rio Narcea Nickel, S.L. to 99.9%
following the completion of a capital increase to fund exploration activities.
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11 | Atalaya Mining Copper, S.A. 2024 Annual Report
Letter from the Chair
Dear Shareholder,
I am pleased to introduce the annual report of Atalaya Mining Copper, S.A. for the financial year ended
31 December 2024, my first since becoming Chair of the Board on 1 July 2024.
2024 was a year of change for the Company. Atalaya moved up from AIM to the Main Market of the
London Stock Exchange on 29 April 2024 and the re-domiciliation from Cyprus to Spain took effect
for Spanish corporate law purposes as from 27 December 2024, both representing major milestones
for the Company.
We were also very pleased when Proyecto Touro, a key growth project, was declared a strategic
industrial project by the Xunta de Galicia, given this status acts to simplify the administrative
procedures associated with the development of industrial projects and intends to substantially
reduce permitting timelines.
Performance
With respect to our sustainability performance, we have been making steady progress. In terms of
safety, we reported a LTIFR of 3.33 in 2024 for our own employees and contractors, which represents
an improvement from 3.94 in 2023 and 8.15 in 2022. We utilised recycled water for 81% of Riotinto’s
needs thanks to a variety of initiatives. The start-up of the first phase of our 50 MW solar plant will
help to reduce our carbon emissions. Further, we continue to think locally with respect to hiring,
procurement and community programmes.
From an operations perspective, performance was mixed during 2024. Lower grades resulted in a
downward revision to copper production guidance at midyear, but positively, the processing plant
ultimately achieved a new annual throughput record of 15.9 million tonnes, resulting in FY2024
copper production of 46,227 tonnes which was within the revised guidance range.
In terms of financial performance, we exhibited good cost control which helped to offset lower
revenues. Our operations generated EBITDA of €66.4 million in FY2024, supporting our investments
in growth, our ongoing dividend policy and our balance sheet.
Governance
As Chair, I am responsible for the running of the Board and for the Group’s overall corporate
governance. The Board and its committees play a key role in our governance framework by providing
external and independent support and challenge. Further information regarding corporate
governance at Atalaya can be found on pages 54 to 116.
Two members of our Board have served over nine years. I, together with my other Board colleagues,
have carefully considered whether their independence has been impaired as a consequence of their
extended tenure and we have concluded that it has not and that they remain independent and
objective. Further details regarding how we have assessed their continued independence and
reached our conclusion can be found on pages 82 and 83].
Our first Directors’ Remuneration Policy since moving up to the Main Market received 67% of votes
in favour at our Annual General Meeting on 27 June 2024. Hussein Barma, Chair of our Remuneration
Committee, and I sought engagement with 30 of our shareholders together holding almost 80% of
our issued share capital. We are very grateful for the feedback we have received. The Directors’
Remuneration Report on pages 90 to 111 provides more detail regarding the consultation process and
our proposed new policy.
Board changes
I would like to welcome Carole Whittall, who joined the Board on 3 June 2024, as an independent
non-executive director. Carole brings over 25 years of experience in the natural resources sector
across a broad range of functions including management, finance and M&A.
I would also like to welcome María del Coriseo González-Izquierdo Revilla, who joined the Board on
14 January 2025. Coriseo is an accomplished executive with broad commercial and economic
experience that will complement and enhance the skills of our Board. Coriseo will stand for election
at the forthcoming annual general meeting. She replaces Roger Davey who stood down from the
Board on 31 December 2024. On behalf of the Board, I would like to extend my thanks to Roger for
his leadership of the Board throughout his many years of service.
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12 | Atalaya Mining Copper, S.A. 2024 Annual Report
Hussein Barma will not be seeking re-election at the forthcoming Annual General Meeting, having
served on the Board since September 2015. Stephen Scott has also served on the Board for over nine
years. At the request of the Board, he has agreed to defer his resignation until later in 2025 to preserve
continuity. He will resign by no later than 31 December 2025.
Culture and values
Part of the Board’s role involves assessing and monitoring culture. Atalaya’s culture has developed
over the last decade, with our workforce having doubled from around 250 employees in 2014 to nearly
500 today. We are committed to operating in a responsible and sustainable manner. Our core values
include honesty, integrity, responsibility, and accountability. Information on how the Board monitors
culture can be found on page 87.
Strategy
Atalaya remains focused on achieving operational excellence and on growing and diversifying its
portfolio of copper assets located in Spain. Its key projects include the San Dionisio deposit and
Proyecto Masa Valverde in the Riotinto District, which have the potential to increase production by
delivering higher grade material to Riotinto’s processing plant, as well as Proyecto Touro in Galicia,
which could bring transformational growth for the Company. In addition, we believe that the E-LIX
Phase I plant could unlock significant value from complex ores found in the Iberian Pyrite Belt and
beyond. The Company also actively evaluates opportunities to further grow its portfolio including into
new geographies, as shown by the recent earn-in agreement in Sweden.
Investors
The Directors are pleased to recommend a 2024 Final Dividend of $0.07 per ordinary share subject
to shareholder approval at the 2025 Annual General Meeting. This brings the Full Year Dividend for
FY2024 to $0.07 per ordinary share. This is consistent with the Company’s dividend policy which seeks
to provide returns to shareholders while allowing for continued investments in the Company’s
portfolio of low capital intensity growth projects.
During 2024, the Company’s shares closed at an all-time high of 485.5p on 20 May 2024 following a
rally in the copper price and related equities. Thereafter, the copper price softened and for the full
calendar year, the share price performance of Atalaya and the Global X Copper Miners ETF (COPX)
were effectively flat.
Looking ahead
Looking to the remainder of 2025, I am confident in the strength of our leadership team and the
opportunities that lie before us. We are well-positioned to navigate challenges and deliver
sustainable growth and long-term value for our shareholders. On behalf of the Board, I would like to
express my thanks to our shareholders for their continued support.
In closing, I would like to thank my fellow board members for their engagement and advice to me
since I became Chair. I would also like to thank our Chief Executive Officer, Alberto Lavandeira, and
all Atalaya’s employees and contractors for their dedication and hard work throughout the year.
Yours sincerely,
Neil Gregson
Chair
17 March 2025
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13 | Atalaya Mining Copper, S.A. 2024 Annual Report
Letter from the Chief Executive Officer
Dear Shareholder,
Introduction
The past year was an active period for Atalaya, including across our asset portfolio and also at the
corporate level. We are proud of the progress we made on several important strategic initiatives and
are confident that our shareholders will enjoy the resulting benefits in the coming years.
Before moving to specifics on 2024, I would like to thank Roger Davey for his many years of service
as Chair of Atalaya. Roger played an important role in establishing the company you see today. I
would also like to acknowledge the contribution that Neil Gregson, our current Chair, has made since
assuming the role. Further, we are pleased to have Carole Whittall and María del Coriseo González-
Izquierdo Revilla as the latest additions to our Board.
Corporate activities
We completed two important corporate initiatives during 2024, both of which were part of our multi-
year strategy. In April 2024, we moved up to the Main Market of the London Stock Exchange,
representing an important milestone in Atalaya’s history. Then in December 2024, our re-
domiciliation from Cyprus to Spain took effect. Combined, these initiatives are expected to provide
access to a broader range of institutional investors and potentially improve our trading liquidity.
Safety performance
The safety of our employees and contractors is our top priority. In recent years, we have made positive
progress, reducing our LTIFR to 3.33 in 2024 from 8.15 in 2022, while also reducing the severity rate to
0.10 in 2024 from 0.22 in 2022. We will continue to focus on making further improvements in 2025.
Further information on our safety performance can be found in our 2024 Sustainability Report.
Sustainability performance
We are proud of the contribution we make to the local communities surrounding our operations. In
2024, 67% of Riotinto’s workforce came from nearby villages, 93% of procurement came from Spain
and the Atalaya Riotinto Foundation invested almost €1 million in local social initiatives. With respect
to the environment, we look forward to reducing our carbon footprint thanks to the start-up of our
solar plant and are pleased to report that recycled water accounted for 81% of Riotinto’s needs in
2024.
In addition to the sustainability information that we provide on pages 49 to 51 of the Annual Report,
further details can be found in our 2024 Sustainability Report.
Business performance
During 2024, our copper production was impacted by lower grades and lower recoveries, which
dictated a downward revision to our operating guidance. Positively, strong plant performance helped
to partly offset the grade decline and we ended the year having produced 46,227 tonnes. In 2025, we
expect to see production increase as grades improve.
From a financial perspective, we demonstrated good cost control which provided support to our
overall financial results. We continue to make meaningful investments across our operations and pay
consistent dividends to our shareholders, while maintaining a robust balance sheet.
Further information on our business performance can be found in the Operating Review on pages
33 to 38 and in the Financial Review on pages 39 to 48.
Strategy
Our efforts are focused on growing Atalaya’s copper production, diversifying our sources of
production, extending mine life, delivering structural cost reductions and maximising overall asset
optionality, while having a positive impact on our various stakeholders.
We are strong believers in the fundamentals of copper, which plays a critical role in economic growth
and the energy transition. As the global population grows, societies increase in wealth and
economies seek to decarbonise and pursue advanced technologies, more copper will be required.
However, the mining industry faces enormous challenges as it seeks to deliver new copper supply
due to increasing costs, regulations, infrastructure needs and social and environmental
requirements.
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This demand-supply dynamic is why Atalaya is excited about the years ahead. We have assembled a
diversified portfolio of copper assets located in low risk jurisdictions, and are lucky to have an
experienced team of explorers, developers and operators that have the skills to bring projects into
production. Recent M&A activity involving long-dated projects that require significant capital
investments highlights the robust outlook for copper and the increasing scarcity of high-quality
assets.
Looking ahead
We are excited about 2025, which has the potential to be a transformational year for Atalaya. In the
Riotinto District, we expect to process higher grades in the coming years as San Dionisio moves into
commercial production. At Proyecto Masa Valverde, the planned start of ramp development will
ultimately provide another source of higher grade material for processing at Riotinto. At the E-LIX
Phase I plant, we continue to see promise for this unique leaching technology which could unlock
value from many deposits in the Iberian Pyrite Belt and beyond.
At Proyecto Touro, we were very pleased when Proyecto Touro was declared a strategic industrial
project by the Xunta de Galicia. Touro has the potential to become a modern and sustainable mine
as well as a new source of copper for European industry. The declaration highlights the Xunta’s
commitment to promoting new investment and fostering innovation.
Combined, our asset portfolio could deliver significant production growth in the comings years at a
capital intensity far below industry averages.
Conclusion
Finally, I would like to take this opportunity to reiterate the comments made by our Chair in relation
to our employees and contractors and thank them for their hard work and dedication during the
year.
Yours sincerely,
Alberto Lavandeira
Chief Executive Officer
17 March 2025
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Copper Market Overview
Supply Landscape
In 2024, global copper mine production increased by approximately 4%, with concentrate production
rising by 2.8% and solvent extraction-electrowinning (SX-EW) growing by 9.2% (Source: ICSG). Key
producers such as Chile, Peru, and the Democratic Republic of the Congo (DRC) contributed
significantly to this growth. Chile continued its recovery from weather-related disruptions
experienced in 2023, while Peru benefited from the ramp-up of new mining projects. The DRC
remained a pivotal player, particularly due to its copper-cobalt production for electric vehicle (EV)
batteries.
Despite this production growth, concerns about longer-term supply persist. Few large scale mines
are currently in development and many of the largest operations globally are experiencing grade
decline and require significant investments in order to maintain copper production levels.
Demand Drivers and Growth
Demand for refined copper increased by 2.6% in 2024, reaching approximately 26 million tonnes (Mt)
(Source: IWCC). This growth was driven by the ongoing transition to renewable energy and the
expansion of electric vehicle production. Key sectors contributing to increased copper usage
included:
• EV production: Copper remains a critical component in EV batteries, wiring, and charging
infrastructure.
• Renewable energy: Wind and solar energy installations, both copper-intensive, expanded in
key markets.
• Infrastructure and construction: Major infrastructure projects in Asia-Pacific, particularly in
China, India, and ASEAN countries, boosted demand.
China continued to be the largest consumer of copper, accounting for a significant portion of global
demand. Notable growth was also observed in North America, where copper consumption increased
by 2.1%, driven by advancements in electronics and renewable energy infrastructure (Source: IWCC).
Market Trends and Regional Contributions
Global refined copper production in 2024 reached 26.2 Mt, driven by continued expansions in China’s
refining capacity (Source: Statista). Asia-Pacific remained the fastest-growing region for copper
consumption, accounting for nearly three-quarters of global demand (Source: IWCC).
Secondary copper (recycled copper) played an increasingly important role in meeting demand,
reflecting a growing emphasis on sustainability and circular economy practices in the copper
industry.
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Price Volatility and Market Dynamics
In Q1 2024, copper prices hovered around $8,344/t in January and $8,310/t in February, showing
minimal fluctuation. This period reflected a balanced market with stable supply from key producers
like Chile and Peru and steady demand from industrial sectors. The absence of significant price
movement during these months was likely due to the seasonal slowdown in construction activity,
particularly in China, which historically affects copper consumption early in the year. Additionally, the
market remained cautious, awaiting clearer signals on global economic recovery and further actions
from central banks regarding interest rates.
In March, copper prices jumped sharply, averaging $8,676/t, with a sustained upward trend
throughout the month. This increase was driven by a noticeable pickup in demand from China
following the Lunar New Year holiday. Reports of stronger-than-expected industrial output and a
rebound in property investments bolstered sentiment, prompting increased purchases of copper for
infrastructure and manufacturing. The market also saw speculative buying, anticipating tighter
supply due to delayed shipments from South American producers facing port congestion.
Copper prices peaked in Q2, averaging $9,482/t in April and reaching a high of $10,129/t in May. This
sharp surge was supported by several key factors:
• Increased EV and renewable energy investments in Europe and North America led to higher
copper usage in grid infrastructure and battery production.
• Delays in new mine outputs in Peru and disruptions caused by strikes in Chile created
temporary tightness in the market, amplifying price gains.
• The market experienced a brief speculative rally in late April as major commodity funds
positioned themselves for a continued bull run on expectations of a supply deficit.
By July, prices began to stabilise, averaging $9,394/t, and continued to trend downward in August
and September, reaching an average of $9,254/t in September. This correction was driven by:
• Recovery in supply: Key producers, including Chile and Peru, managed to increase output
following the disruptions earlier in the year.
• Weaker-than-expected industrial growth in China during the summer months, particularly
in the construction sector, led to reduced demand for copper.
• Increased inventories at key metal exchanges, reflecting improved availability, exerted
downward pressure on prices.
Copper prices averaged $9,539/t in October, before softening further in November ($9,075/t) and
December ($8,920/t). This decline was consistent with the typical seasonal slowdown in demand
during the winter months. Additionally, major producers ramped up output in anticipation of year-
end demand, leading to a temporary oversupply situation in the spot market.
Despite the decline, prices remained higher than the previous year's averages, underscoring the
strong structural demand from green energy and electrification initiatives globally.
The copper market is expected to remain stable in 2025, with steady demand growth balanced by
sufficient supply, though long-term trends suggest a tightening market in the years ahead.
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Realised Copper Prices
The average prices of copper for 2024 and 2023 were:
$/lb
(1)
2024
2023
Realised copper price (excluding QPs)
$/lb
4.19
3.80
Market copper price per lb (period average)
$/lb
4.15
3.85
(1) One tonne of copper is 2,204.62 pounds.
Realised copper prices for the reporting period noted above have been calculated using payable
copper and excluding both provisional invoices and final settlements of quotation periods (“QPs”)
together. The realised price during 2024, including the QP, was approximately $4.06/lb.
Foreign Exchange Impact
The EUR/USD exchange rate fluctuated notably throughout 2024, reflecting changes in monetary
policy expectations and varying macroeconomic conditions in the Eurozone and the United States.
According to daily exchange rate data from the ECB:
Q1 Stability with Mild Depreciation: The year started with the exchange rate at 1.0956 USD/EUR on
2 January. Throughout January and February, the euro exhibited mild depreciation, with an average
exchange rate of 1.090 USD/EUR during this period. The slight weakening of the euro reflected
cautious sentiment around economic growth in the Eurozone, while the U.S. dollar maintained
strength due to continued Federal Reserve tightening.
Mid-Year Appreciation and Peak: The euro strengthened steadily from March through September,
driven by positive economic sentiment in the Eurozone and expectations of continued ECB rate
hikes. The exchange rate peaked at 1.1196 USD/EUR on 30 September 2024, marking the highest level
for the year. This appreciation was supported by improving industrial output and stronger-than-
expected inflation data in the Eurozone.
Q4 Decline Amid Renewed Dollar Strength: The euro lost momentum in the final quarter, falling to
1.0389 USD/EUR on 31 December 2024, the lowest level of the year. This decline coincided with a
resurgence in U.S. dollar strength as the Federal Reserve maintained its hawkish policy stance.
Meanwhile, concerns over slowing Eurozone growth further pressured the euro.
6,000
7,000
8,000
9,000
10,000
11,000
12,000
Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24
USD/dmt
2024 Market Copper Prices
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The average EUR/USD exchange rate for 2024 was approximately 1.081 USD/EUR, based on ECB data.
This volatility had a direct impact on Atalaya Mining’s financial results, as the company’s costs are
largely denominated in euros, while its revenues are primarily in U.S. dollars. The strengthening of
the dollar in the latter part of the year increased cost pressures on the business.
Atalaya remains vigilant in monitoring currency fluctuations and will continue evaluating potential
risk management measures to mitigate future exchange rate impacts.
Atalaya’s Strategic Response
Throughout 2024, Atalaya maintained its exposure to copper price fluctuations, with no hedging
agreements in place. The Group focused on enhancing operational efficiency, sustainability, and
exploration activities to position itself for long-term growth.
Outlook for 2025
Looking ahead, the outlook for copper remains positive, driven by its critical role in electrification,
renewable energy, and infrastructure development. However, short-term market dynamics may
continue to be influenced by economic uncertainty, geopolitical risks, and potential supply chain
disruptions.
Atalaya remains well-positioned to capitalise on future opportunities in the copper market, with a
focus on operational excellence, disciplined growth, and sustainability.
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Strategic Framework
A Commitment to Responsible and Sustainable Growth
Atalaya is a European copper producer dedicated to long-term value creation through operational
excellence, innovation, and sustainable practices. With a firm commitment to responsible mining,
our strategy aligns with the global transition towards resource-efficient, low-impact operations,
ensuring that we address the evolving needs of investors, communities, and regulators.
Our approach integrates resilience, growth, and environmental stewardship, allowing us to generate
value across the mining lifecycle—from exploration and development to production and sale.
Through innovation, strong governance, and a deep-rooted commitment to sustainability, Atalaya is
well-positioned to navigate the challenges of the modern mining sector while driving superior
returns for shareholders.
People: Cultivating a Resilient, Inclusive Culture
Empowering Talent and Driving Cultural Transformation
Atalaya’s workforce is at the heart of our success. We are committed to attracting, developing, and
retaining top talent through structured leadership, technical, and safety programmes. Our Equality
Plan, along with flexible benefits and employee development initiatives, fosters a collaborative and
inclusive culture that promotes resilience and innovation across all levels of the organisation
Building a High-Performance Organisation
Our people strategy is designed to align individual aspirations with Atalaya’s strategic objectives,
cultivating a performance-driven culture supported by transparent decision-making and open
communication. These efforts enhance engagement, productivity, and operational efficiency,
ensuring that Atalaya remains an employer of choice in the industry
Key Initiatives:
• Leadership Development Programme focused on technical and safety leadership to
enhance team adaptability and resilience.
• Fundacion ARM expansion to support local education, health, and infrastructure projects.
• Implement a Workplace Well-being Programme with flexible working options and
feedback platforms to improve employee engagement.
Community Engagement and Social Responsibility
Commitment to Local Communities
Atalaya recognises that active community engagement is fundamental to sustainable operations.
We maintain strong, long-standing ties with our neighbours, built on a shared commitment to social,
economic, and environmental prosperity.
As we expand our operations sustainably, we prioritise open and transparent communication,
fostering a collaborative and trust-based relationship with local communities. At Proyecto Riotinto,
we engage through the Atalaya Riotinto Foundation, while at Proyecto Touro, we work closely with
the community through the TERRAS programme—an initiative focused on Transparency, Ethics, and
Genuine Environmental and Social Responsibility.
In 2025, we will further strengthen these efforts, ensuring that our growth supports the long-term
development and well-being of the communities that host our operations.
Socially Responsible Growth and Employment
In 2024, 72.5% of our workforce was locally employed, supported by new agreements with contractors
to enhance regional workforce development. This strategy fosters strong community relationships
and demonstrates our commitment to building long-term, mutually beneficial partnerships. By
aligning our approach with industry best practices, we maintain our social licence to operate.
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Portfolio: Strategic Growth and Asset Optimisation
Our portfolio management strategy is centred on optimising asset quality and advancing high-value
growth projects. By aligning our assets with sustainable mining practices, we strengthen our
competitive position and ensure investments are directed towards opportunities with the highest
potential for long-term returns.
Commitment to Exploration and Resource Expansion
Exploration remains a core driver of Atalaya’s growth strategy. Ongoing activities around Proyecto
Riotinto leverage innovative, data-driven techniques to enhance resource availability and strengthen
reserves. This approach ensures we meet the growing demand for critical metals essential for the
global energy transition, reflecting industry trends prioritising sustainable resource expansion.
Innovation and Technological Integration
Pioneering Technology for Efficiency and Sustainability
Atalaya integrates cutting-edge technology to enhance operational efficiency, reduce costs, and
meet sustainability goals. Recent initiatives include the installation of a 50 MW solar plant. Advanced
digital systems and real-time monitoring tools further support operational insights, safety
enhancements, and resource optimisation.
E-LIX System: Innovation in Mineral Extraction
Developed in collaboration with Lain Technologies, the E-LIX System is an innovative,
electrochemical mineral extraction process designed to efficiently recover copper and zinc metals
from complex sulphide concentrates. This proprietary technology operates under controlled
physicochemical conditions, significantly reducing the need for traditional pyrometallurgical or
hydrometallurgical processes.
The system offers several advantages:
- Higher metal recovery rates from polymetallic ores.
- Lower transportation and smelting costs by enabling on-site metal production.
- A reduced environmental footprint, as the process eliminates the need for high-temperature
smelting, aligning with global decarbonisation goals.
Once fully operational, this technology is expected to unlock significant value from Atalaya’s existing
resources and position the Company as a leader in sustainable mineral processing
Key Initiatives:
- Scale and commercialise the E-LIX System at Proyecto Riotinto, integrating it into Atalaya’s
core operations to enhance resource efficiency and sustainability.
- Advance research and optimisation efforts to further improve metal recovery rates and
economic viability of the technology.
Environmental Stewardship: Responsible Water and Resource Management
Water Stewardship and Conservation
Operating in water-scarce regions, Atalaya has implemented robust water management strategies,
including advanced treatment infrastructure at Proyecto Riotinto and a water plant at Proyecto
Touro. Our commitment to water conservation ensures sustainable operations while preserving vital
resources, aligning with industry-leading practices in ESG.
Sustainable Mining and Decarbonisation Goals
Atalaya is committed to reducing its environmental footprint and aligning with global
decarbonisation efforts through the integration of renewable energy and resource-efficient
practices. Our sustainability strategy prioritises energy efficiency, emissions reduction, and
responsible resource management, reinforcing our leadership in sustainable mining.
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A major milestone in 2024 was the successful commissioning of Phase I of our solar plant at Proyecto
Riotinto, making it the first mine in Spain powered by solar energy. Full capacity is expected in 2025,
after which the facility will supply approximately 22% of the mine’s total energy needs, contributing
to lower operational costs and reduced greenhouse gas (GHG) emissions. Additionally, Atalaya
continues to advance its water conservation initiatives, further minimising its impact on local water
resources.
Key Initiatives:
- Expand renewable energy use through the full integration of the 50 MW Solar Plant at
Proyecto Riotinto.
- Achieve further improvements in water reuse, targeting a higher recirculation rate through
enhanced recycling systems.
- Implement a Biodiversity Action Plan to protect local ecosystems, promote reforestation,
and enhance conservation efforts.
Pathway to Sustainable Growth and Innovation
Atalaya’s comprehensive strategic framework is designed to balance operational excellence,
community engagement, and environmental responsibility. By adopting best practices in mining
and prioritising innovation, we are committed to setting a high standard for sustainable growth and
long-term value creation. This approach positions Atalaya as a resilient and forward-thinking
organisation, fully prepared to meet the challenges and opportunities of the evolving mining
landscape.
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Key Performance Indicators
We use a range of financial and operational key performance indicators (KPIs) to measure our
performance and assess the progress of our strategy. These KPIs help us evaluate our operational
efficiency, financial health, and sustainability goals, ensuring that we create value for our
shareholders and achieve our long-term objectives. The KPIs outlined below are aligned with our
business model and strategic priorities.
1. Financial KPIs
KPI
2024
2023
Revenue (€k)
326,797
340,346
EBITDA (€k)
66,356
73,100
Net Cash Position (€k)
35,091
54,320
Dividend per Share ($/share)*
0.07
0.09
Realised Copper Price ($/lb)
4.19
3.80
*Represents the total dividend for each fiscal year, consisting of an Interim Dividend (paid) and a proposed Final Dividend
(subject to shareholder approval at the 2025 AGM)
These financial KPIs provide insight into the Group’s financial health, profitability, and ability to return
value to shareholders.
2. Operational KPIs
KPI
Guidance 2025
2024
2023
Copper Production (tonnes)
48,000 – 52,000
46,227
51,667
Ore Processed (Mt)
15.5 – 15.8
15.9
15.8
Cash Cost ($/lb)
2.70 – 2.90
2.92
2.79
All-In Sustaining Cost (AISC) ($/lb)
3.20 – 3.40
3.26
3.09
Payable Copper Production (tonnes)
n/a
43,706
49,174
Operational KPIs provide insight into our efficiency in extracting and processing copper, while also
helping us monitor production costs and operational sustainability.
3. Sustainability & ESG KPIs
KPI
2024
2023
Scope 1&2 CO2 Emissions (tonnes)*
98,447
102,423
Surface Water Withdrawal (millions m³)
3.58
4.23
Lost Time Injury Frequency Rate (LTIFR) (own
employees + contractors)
3.33
3.94
Severity Rate
0.10
0.14
Community Investment (€m)
1.0
0.7
*Our 2024 CO2 emissions is an estimate data using 2023 emission.
These KPIs reflect Atalaya’s commitment to environmental responsibility and social governance,
ensuring we maintain high standards of sustainability while engaging with and supporting local
communities.
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Risk Management and principal risk factors
Atalaya is committed to identifying, assessing, and managing risks that may impact its strategic
objectives, financial performance, operations, and compliance obligations. Our risk management
framework is embedded within the Company’s corporate governance structure, ensuring that risks
are effectively overseen, mitigated, and aligned with the Company’s long-term growth and
sustainability strategy.
By integrating risk management into decision-making processes, the Company proactively
addresses operational, financial, regulatory, environmental, and external challenges, enabling it to
adapt to changing market conditions, regulatory developments, and industry best practices.
The Company has an ongoing process for identifying, evaluating and managing the principal risks it
faces. This process has been in place for the year under review and up to the date of approval of this
annual report.
Atalaya’s risk governance framework is structured to ensure that risk management is
comprehensive, transparent, and aligned with industry standards. Its approach is based on clear roles
and responsibilities across different levels of the organisation:
1. Board of Directors
The Board of Directors holds ultimate responsibility for Atalaya’s risk management strategy. It
considers the Company’s risk appetite as part of its ongoing oversight of the business, provides
oversight of internal controls, and ensures that Atalaya operates within a balanced risk-reward
framework. The Board conducts an annual review of strategic and material business risks, ensuring
alignment with corporate strategy and evolving external factors.
2. Audit Committee (AC)
The Audit Committee assesses financial risks arising from Atalaya’s operations, including liquidity,
market, and credit risks. It evaluates the adequacy of financial controls and risk mitigation measures,
advising the Board on risk exposure and financial stability.
3. Physical Risks Committee (PRC)
The PRC oversees risks related to:
- Safety, health, and security across all operational sites.
- Enterprise-wide physical risk management, addressing infrastructure vulnerabilities and
operational hazards.
4. Sustainability Committee (SC)
The SC monitors Atalaya’s environmental and sustainability risks, ensuring alignment with ESG
standards, decarbonisation efforts, and responsible mining practices.
5. Management and Risk Ownership
Atalaya’s management team is responsible for designing, implementing, and monitoring risk
management policies across all business units. Risk owners within each operational and corporate
function ensure that risks are:
- Identified and assessed regularly.
- Effectively mitigated through tailored action plans.
- Monitored for changes that require strategic adjustments.
Management provides regular risk reports to the Board and Committees, ensuring continuous
oversight and accountability.
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Risk Management Process
Atalaya employs a structured, company-wide risk management process that enables us to identify,
assess, and mitigate risks efficiently. This process includes:
1. Risk Identification
The Company continuously monitors internal and external risks, including market trends, regulatory
changes, operational challenges, and geopolitical factors.
Regular risk assessments are conducted by management, ensuring potential threats are captured in
a comprehensive risk register.
2. Risk Assessment and Prioritisation
Risks are evaluated based on impact and likelihood, allowing for effective prioritisation.
Each risk is assigned an ‘owner’ (a member of the management team). Each risk is also assigned
oversight responsibility by either the Board or one of its committees.
Each risk is assessed against Atalaya’s risk appetite, ensuring an appropriate balance between risk-
taking and risk mitigation.
3. Risk Mitigation Strategies
Tailored risk management plans are developed for key risks, ensuring structured mitigation
approaches.
Internal controls and operational adjustments are implemented to minimise exposure to critical
risks.
4. Continuous Monitoring and Reporting
Risks are monitored throughout the year, with regular updates to the Board and Committees.
Emerging risks are evaluated, ensuring Atalaya remains proactive and adaptable in a changing risk
environment.
Principal Risk Factors
Atalaya operates in a complex and dynamic industry, where various risks may impact our business
performance, regulatory compliance, and long-term strategy. The principal risks we face include:
1. Strategic and Market Risks
- Commodity Price Volatility: Fluctuations in copper prices and exchange rates may impact
revenue and profitability.
- Global Economic Uncertainty: Changes in macroeconomic conditions, inflation, and
geopolitical tensions can affect demand for copper and impact supply chains.
- Growth and Investment Risks: The ability to expand operations, develop new projects, and
secure financing is subject to market conditions and regulatory approvals.
2. Operational Risks
- Health, Safety, and Environmental (HSE) Risks: Mining operations inherently carry safety and
environmental challenges. Atalaya prioritises compliance with strict safety protocols, regular
audits, and continuous training.
- Production and Supply Chain Risks: Disruptions in raw material supply, equipment
availability, or infrastructure failures can impact operational efficiency. Atalaya continuously
evaluates procurement strategies and logistical resilience.
- Asset Integrity and Resource Management: Effective mine planning and resource
optimisation are essential for ensuring long-term operational stability.
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3. Legal and Regulatory Risks
- Evolving Mining Legislation: Changes in environmental laws, permitting requirements, and
tax regimes can impact Atalaya’s operations and cost structure.
- Environmental Compliance: Stricter emissions, waste management, and water usage
regulations require continuous monitoring and adaptation.
- Community Relations and Social License to Operate: Maintaining strong relationships with
local communities is essential to minimising social risks and ensuring project continuity.
4. Financial Risks
- Liquidity and Capital Allocation Risks: Effective cash flow management and access to
financing are critical to supporting Atalaya’s growth strategy.
- Foreign Exchange and Interest Rate Exposure: As a European mining company, Atalaya is
exposed to currency fluctuations and interest rate changes, which require active financial
risk management.
5. External and Emerging Risks
- Geopolitical Instability and Trade Barriers: International trade policies, conflicts, and
sanctions may impact copper demand and global supply chains.
- Climate Change and Sustainability Regulations: Increasing focus on carbon reduction and
energy efficiency presents both regulatory challenges and opportunities for innovation.
- Cybersecurity and Technological Risks: Growing reliance on digital systems and automation
necessitates strong cybersecurity measures to protect data and operational integrity.
Annual Risk Review and Policy Updates
The Board conducts an annual review of its risk profile, ensuring the Company’s risk management
approach remains aligned with business objectives and external conditions. As part of this process:
- Management and key executives report to the Board and Committees on:
o Emerging material risks.
o Effectiveness of mitigation strategies.
o Implementation of internal controls.
o Compliance with risk management policies.
- The Board reviews Atalaya’s risk appetite, making adjustments where necessary to ensure
strategic alignment.
The Board has completed a robust assessment of the Company’s current and emerging principal
risks and the following are those that have been identified from that assessment as being the highest
risk:
Physical risks
Physical risks – excluding tailings dam
Description
The Company’s operations are exposed to various physical risks that could disrupt production,
endanger personnel, and impact financial performance. These include natural hazards such as forest
fires, as well as human-induced risks such as equipment sabotage, intentional damage, and theft.
Additionally, structural failures, including pit wall collapse, and equipment or fleet fires, post
significant operational and safety risks. Failure to manage these risks effectively could result in
operational delays, increased costs, regulatory scrutiny, and reputational damage.
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Nature of Risk
The Company’s operating mine is located in an area of increased risk from forest fire which could be
triggered by natural causes, human activity, or climate-related factors. A fire could damage
infrastructure, disrupt operations, and threaten worker safety. Theft of high-value equipment, fuel or
materials can lead to financial losses and operational delays. Sabotage, whether by external or
internal parties could result in deliberate damage to assets, security breaches, or production
downtime. Heavy machinery and vehicles used in mining are susceptible to mechanical failures, fuel
leaks, or electrical malfunctions that could cause fires. Such incidents may damage assets, endanger
personnel, and disrupt production. Geotechnical instability due to weak rock formations, excessive
rainfall, or inadequate slope management can lead to pit wall failure. This poses significant safety
hazards with the potential to trap personnel and equipment, cause operational halts, and require
costly remediation efforts.
Mitigation
Several measures are in place for all physical risks, including, but not limited to implementation of a
forest fire prevention management plan, installation of fire suppression systems in the mobile mining
fleet, inspection, design and rehabilitation of structures where risks are prevalent, strict control of
reagent delivery and reinforcement of training on chemical reagents.
Probability: Likely
Impact: High
Physical risks – Tailings Dam
Description
A tailings dam failure poses a significant threat to environmental safety, operational continuity, and
regulatory compliance. The uncontrolled release of tailings material could lead to widespread
environmental contamination, damage to nearby communities and infrastructure, financial and
legal consequences, and reputational harm. Ensuring the structural integrity and proper
management of the tailings storage facility is critical to preventing catastrophic failure.
Nature of Risk
Tailings dam failures can result from geotechnical instability, excessive water accumulation, seismic
activity, extreme weather events, or poor construction and maintenance practices. Factors such as
improper drainage, inadequate monitoring, or human error can increase the likelihood of dam
instability, leading to dam overtopping, slope failure, or structural collapse. In the event of a failure,
the rapid release of tailings material may cause loss of life, environmental degradation, water source
contamination, and significant operational disruptions, potentially resulting in regulatory fines,
litigation and loss of social licence to operate.
Mitigation
The Company mitigates this risk via engineering and design controls, water management and
stability monitoring, inspection and maintenance protocols and emergency response plan.
Probability: Unlikely
Impact: Medium
Geopolitical Conflicts
Description:
This risk relates to the impact of recent interstate conflicts on the global economic environment,
volatility in regulated markets and inflationary pressures. Atalaya, which operates in a global context,
is susceptible to the far-reaching consequences of geopolitical conflicts.
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Nature of the Risk:
The nature of this risk stems from the external influence of geopolitical conflicts, which can disrupt
global economic conditions, induce market volatility, and exert inflationary pressure. Atalaya's
operations are exposed to the broad-ranging implications of these conflicts.
Mitigation:
To mitigate this risk, Atalaya adopts a proactive stance. The Company closely monitors commodities
prices, supplies prices, and international economic variations, aligning its strategies with the dynamic
geopolitical landscape. By staying informed and responsive to market trends influenced by
geopolitical conflicts, Atalaya aims to navigate potential challenges effectively.
Probability: Likely
Impact: High
Sustained and Significant Changes to Commodity Prices
Description:
This risk pertains to the susceptibility of the Company´s business to sustained and significant
changes in commodity prices, specifically a sustained decline in the price of copper and other metals
in world markets. Commodity prices, known for their volatility, may experience fluctuations that
could adversely impact Atalaya's overall business, operating results, and future prospects.
Nature of the Risk:
The nature of this risk is rooted in the external factor of global market dynamics, particularly the
potential for unpredictable and substantial fluctuations in commodity prices. A decline in copper and
other metal prices could directly affect the revenue and profitability of Atalaya's mining operations.
Mitigation:
To address this risk, Atalaya has implemented proactive measures. The mine's cash costs are
consistently maintained below the market price for copper, even during recent cyclical lows.
Additionally, the company adopts a vigilant approach by constantly monitoring commodity prices.
Atalaya revisits and refines its hedging strategies and policies to navigate the impact of adverse
changes in commodity prices.
Probability: Highly Likely
Impact: Medium
Single Asset Concentration
Description:
Atalaya Mining operates under a distinctive model, emphasizing a singular asset—Proyecto Riotinto.
This exclusive focus centres on copper concentrate production, with a concurrent silver by-product.
A meticulous financial examination is crucial to comprehending associated risks and the strategic
approaches employed by the company.
Nature of the Risk:
The risk is inherent in Atalaya's concentrated operational structure, primarily depending on Proyecto
Riotinto. The company's heavy reliance on this single producing asset renders it financially sensitive.
Any disruption or adverse event affecting Proyecto Riotinto directly influences the overall financial
performance of the entire Group, creating vulnerability associated with dependence on a solitary
revenue stream.
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Mitigation:
Atalaya has proactively implemented strategic measures to mitigate this inherent risk. Proyecto
Riotinto has demonstrated operational resilience since its restart in 2016, consistently maintaining
cash costs below the market price for copper, even during cyclical lows. Additionally, the Company
actively rather acquisitions in the mining sector to diversify its operational portfolio, thereby reducing
reliance on a single asset. The Business Development Department evaluates growth opportunities
and transactions, ensuring a structured decision-making process within established authority levels
set by the Board. These measures collectively aim to enhance resilience and mitigate the impact of
potential disruptions to the single producing asset.
Probability: Possible
Impact: High
Difficulty maintaining existing financing or obtaining future financing if capex projects are over
budget
Description of the Risk:
Atalaya faces the risk of encountering difficulty in maintaining existing or securing additional
financing in the event that existing capex projects surpass their allocated budgets. Including the E-
LIX project, which Atalaya has funded since 2019 and has experienced some delays and overruns in
during the construction of the Industrial Plant. This risk is influenced by various external factors,
including heightened interest rates, recent global financial market volatility, geopolitical tensions,
and inflationary pressures.
Nature of the Risk:
The nature of this risk lies in the potential inability of Atalaya to access the necessary funds required
to complete planned development projects. Unforeseen circumstances such as increased interest
rates or global financial instability could impede the company's ability to secure additional financing,
affecting the successful execution of capital projects.
Mitigation:
Atalaya employs a proactive approach to mitigate this risk. The company has a permanent contact
with counterparties and potential counterparties to ensure the capacity of funding projects and
continuously monitors the financial market conditions, including fluctuations in bank interest rates.
This diligent monitoring allows Atalaya to stay informed about potential changes in the financial
landscape and make timely, informed decisions to secure financing under favourable terms.
Probability: Possible
Impact: High
Rising extraction cost over time as reserves deplete
Description of the Risk:
The risk involves a potential escalation in extraction costs over time as reserves deplete combined
with other operating issues such as, but not limited to, higher strip ratio, low grades, and low
recoveries. The maturity of the Company’s Cerro Colorado mine and the historical exploitation of low-
grade minerals contribute to this risk, resulting in increased unit extraction costs due to longer
hauling distances and the need to extract lower copper concentration minerals.
Nature of the Risk:
The nature of this risk is rooted in the challenges posed by the depletion of high-grade reserves at
the mature Cerro Colorado mine. As the mine transitions to lower-grade minerals, the unit extraction
costs are expected to rise, impacting the economic viability of continued mining operations.
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Mitigation:
To mitigate this risk, Atalaya employs a multi-faceted strategy. Regular monitoring of copper prices
and mineral reserve estimates allows the company to assess the economic feasibility of ongoing
mining activities. Additionally, efforts are underway to seek administrative permits for accessing the
mineral resources of the San Dionisio project, which holds high-grade ore. This strategic move aims
to counterbalance the depletion of high-grade reserves at Cerro Colorado.
Probability: Possible
Impact: High
Personnel Safety
Description
The operation of a mine site exposes personnel to various physical risks and safety and health hazards
including exposure to hazardous substances, heavy machinery accidents, traffic accidents, and other
occupational risks. Failure to adequately manage these risks could result in serious injuries, fatalities,
regulatory penalties, operational descriptions, and reputational damage.
Nature of Risk
Mining activities inherently involve working in high-risk environments where personnel may be
exposed to dust inhalation, fire hazards, and mechanical failures. Additionally human factors such as
fatigue, inadequate training, or non-compliance with safety protocols can heighten the risk of
workplace incidents. Regulatory requirements also impost stringent safety obligations, and any
failure to meet these standards could lead to enforcement actions, fines, or shutdowns.
Mitigation
The Company prioritises a strong safety culture through comprehensive risk assessments, regular
training programmes, and strict adherence to health and safety regulations. Additionally, the
Company engages in continuous improvement activities to enhance workplace safety.
Probability: Possible
Impact: High
Environmental – Acid Water
Description
The mining operation generates waste materials that may lead to the formation of acidic water. If
not properly managed, uncontrolled acidic water discharge can result in environmental
contamination, regulatory non-compliance, reputational damage, and potential financial liabilities.
Nature of Risk
Acidic water discharge occurs when sulphide minerals in waste rock and tailings react with oxygen
and water, generating sulphuric acid. This acidic runoff can leach heavy metals from surrounding
rock, contaminating local water sources and ecosystems. If containment and treatment systems fail
or are inadequate, there is a risk of legal penalties, loss of environmental permits, and community
opposition, all of which could significantly impact operational continuity and long-term
sustainability.
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Mitigation
The Company actively monitors and manages seepage levels to ensure that they remain within
established design parameters. Regular inspections and upgrades of pumping systems are
conducted as needed to maintain efficiency and reliability. Rainwater is segregated from acidic water
and passive treatment methods are trialed to improve water acid management.
Probability: Likely
Impact: Medium
Dependency on Key Management and Critical Skills Loss
Description:
The risk involves the likelihood of losing critical skills across various areas of Atalaya's business,
including leadership/management, personnel, process/structure, technology, and culture.
Nature of the Risk:
This risk's nature lies in the potential loss of key skills and expertise critical to the organization's
smooth functioning. It extends to the leadership, personnel, processes, technology, and overall
organizational culture.
Mitigation:
To address this risk, Atalaya has implemented a succession plan for each key position, aiming to
ensure a seamless transition in the event of skill losses. The company focuses on talent development
and retention strategies to minimize the impact of critical skill departures.
Probability: low
Impact: Moderate
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Viability Statement
In accordance with the requirements of Provision 31 of the 2018 UK Corporate Governance Code, the
Board of Directors has assessed the long-term prospects of the Company over a five-year period. This
period aligns with the Company’s strategic planning cycle and provides an appropriate timeframe
for assessing the impact of significant risks and uncertainties on the business.
Given the capital-intensive and cyclical nature of mining, the five-year period is particularly suitable
for assessing Atalaya’s resilience in the face of potential commodity price declines, input cost
increases, operational disruptions, and capital project cost escalations. This period also aligns with
typical investment cycles, project development timelines, and mine planning in the sector.
The Board considered the following key factors in its assessment:
Financial Position and Liquidity
The Board assessed Atalaya’s financial resilience, with a primary focus on cash reserves, access to
credit facilities, and the overall capital structure. As of 31 December 2024, Atalaya held €52.9 million
in cash and cash equivalents, and it had total borrowings of €17.8 million. Of these borrowings, €6.9
million are repayable within the next 12 months, with the remaining €10.9 million extending beyond
the five-year period, ensuring a balanced repayment schedule. Additionally, Atalaya’s access to
undrawn revolving credit facilities and renewed annually combined with its historical ability to secure
long-term debt financing, suggest that potential funding remains available (subject to prevailing
market conditions) providing a buffer to maintain liquidity even in severe economic downturns.
The assessment considered Atalaya’s ability to maintain sufficient cash flow under adverse
conditions. This analysis included a review of potential liquidity impacts, ensuring the Company’s
capacity to meet both operational and investment needs. The approach reflects the mining sector's
best practices, where maintaining liquidity and flexibility to manage cash flow volatility is crucial due
to unpredictable commodity price movements and project-related capital demands.
Business Model Resilience in a Mining Context
Atalaya’s business currently consists of a single operating mine, Proyecto Riotinto, which derives
effectively all of its revenue from the production of copper concentrates and other exploration and
development projects which are not yet cash generating. As such, the business model of Atalaya is
highly dependent on the price of copper and on the continuous operation of its only mine.
In order to mitigate the risks associated with this concentration, Atalaya's strategy is focused on
avoiding operational disruptions and maximising profitability. This strategy includes operational
excellence, efficient extraction methods, cost management, and continuous innovation. Proyecto
Riotinto has a proven production track record since its restart in 2015 and maintains an expected
mine life of over 10 years.
The Company is currently in the process of obtaining the environmental permits for Proyecto Touro,
which would provide diversification via a second operation.
Principal Risks in Mining Operations
The Board conducted a thorough review of Atalaya’s key operational risks, focusing on strategic,
market, environmental, regulatory, and operational factors. The following primary risks were
modelled in our assessment on a stand-alone basis:
- Commodity Price Decrease: As the mining sector is heavily influenced by commodity prices,
the Board assessed the impact of a 15% decrease in copper prices over a two-year
recessionary period and recovered in the remaining three years within the five-year outlook.
- Input Cost Increase: Reflecting on recent cost shocks, including the significant 2022 spike in
electricity prices, a 15% increase in site operating expenses over a two-year inflationary period
and decreasing to expected levels in the remaining three years was modelled.
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- Operational Shutdowns: Drawing on past shutdowns, such as those experienced during the
COVID-19 pandemic due to supply chain disruptions, a three-month shutdown of the
production site was modelled.
- Capital Project Capex Escalation: Recognising recent trends in project cost inflation, the
Board considered a 50% increase in capital expenditures for key approved projects at
Riotinto over a two-year period and decreasing to expected levels in the remaining three
years over a five years period.
- Lower Copper Head Grade: A stress scenario in which the copper head grade decreases by
15% over a two-year period and recovered in the remaining three years was considered.
In addition, these scenarios were integrated into a series of severe yet plausible stress tests, including
combinations of multiple adverse events, which were evaluated to assess Atalaya’s resilience,
focusing on key metrics such as liquidity, debt covenant compliance, and the Company’s ability to
meet operational and financial obligations. While individual risks were assessed separately, the Board
recognises that simultaneous occurrence of multiple adverse events could amplify their impact.
Accordingly, the Company remains focused on maintaining financial and operational resilience
under a range of combined downside scenarios.
The stability and safety of our tailings storage facilities (TSFs) are critically important. Atalaya’s TSFs
are designed according to international best practices, using centreline construction methods to
ensure enhanced stability. Regular inspections and monitoring are conducted to maintain
compliance with strict environmental and operational standards. Although a catastrophic tailings
failure was not included in the stress test due to the comprehensive design and oversight of these
facilities, the Company remains vigilant in managing this and other environmental risks.
Based on this analysis, and while acknowledging that unforeseen external factors, including
regulatory changes or extreme market conditions could influence this outlook, the Board has a
reasonable expectation that Atalaya will be able to continue in operation and meet its liabilities as
they fall due over the next five years. The Company’s robust financial position, proactive risk
management strategies, and commitment to operational resilience underpin our expectation of
Atalaya’s ability to navigate future challenges successfully.
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Operating Review
Proyecto Riotinto
The following table presents a summarised statement of operations of Proyecto Riotinto for the three
and twelve month periods ended 31 December 2024 and 2023.
Units expressed in accordance with
the international system of units (SI)
Unit
Q4 2024
Q4 2023
FY2024
FY2023
Ore mined
tonnes
3,507,203
3,742,814
15,176,009
14,944,638
Waste mined
(1)
tonnes
10,200,079
7,362,657
32,824,156
32,182,904
Ore processed
tonnes
3,757,040
4,138,368
15,913,064
15,790,098
Copper grade
%
0.41
0.36
0.35
0.38
Copper concentrate grade
%
17.37
19.83
18.33
20.72
Copper recovery
%
78.15
85.47
83.06
86.62
Copper concentrate produced
tonnes
69,550
64,414
252,165
249,321
Copper production
tonnes
12,078
12,775
46,227
51,667
Payable copper production
tonnes
11,382
12,131
43,706
49,174
Cash Cost
US$/lb payable
2.79
2.90
2.92
2.79
All-in Sustaining Cost
US$/lb payable
3.28
3.16
3.26
3.09
(1) Represents the Cerro Colorado pit only.
There may be slight differences between the numbers in the above table and the figures announced in the quarterly
operations updates that are available on Atalaya’s website at www.atalayamining.com.
$/lb Cu payable
Q4 2024
Q4 2023
FY2024
FY2023
Mining
1.05
0.92
1.07
0.86
Processing
0.88
0.84
0.90
0.89
Other site operating costs
0.66
0.67
0.64
0.56
Total site operating costs
2.58
2.44
2.61
2.30
By-product credits
(0.34)
(0.11)
(0.27)
(0.09)
Freight, treatment charges and other offsite costs
0.55
0.57
0.58
0.58
Total offsite costs
0.21
0.47
0.30
0.49
Cash Cost
2.79
2.90
2.92
2.79
Cash Cost
2.79
2.90
2.92
2.79
Corporate costs
0.11
0.09
0.10
0.08
Sustaining capital (excluding tailings expansion)
0.03
0.02
0.05
0.03
Capitalised stripping costs
(1)
0.27
0.08
0.11
0.12
Other costs
0.09
0.06
0.09
0.07
AISC
3.28
3.16
3.26
3.09
(1) Represents the Cerro Colorado pit only.
There may be slight differences between the numbers in the above table and the figures announced in the quarterly
operations updates that are available on Atalaya’s website at www.atalayamining.com.
Mining and Processing
Mining
Ore mined was 3.5 million tonnes in Q4 2024 (Q4 2023: 3.7 million tonnes) and 15.2 million tonnes in
FY2024 (FY2023: 14.9 million tonnes).
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Waste mined at Cerro Colorado was 10.2 million tonnes in Q4 2024 (Q4 2023: 7.4 million tonnes) and
32.8 million tonnes in FY2024 (FY2023: 32.2 million tonnes). In addition, waste stripping activities
continued at the San Dionisio area.
Processing
Ore processed was 3.8 million tonnes in Q4 2024 (Q4 2023: 4.1 million tonnes) and 15.9 million tonnes
in FY2024 (FY2023: 15.8 million tonnes), which represents a new annual throughput record.
Copper grade was 0.41% in Q4 2024 (Q4 2023: 0.36%) and 0.35% in FY2024 (FY2023: 0.38%), with lower
full-year grades as a result of pit sequencing.
Copper recovery was 78.15% in Q4 2024 (Q4 2023: 85.47%) and 83.06% in FY2024 (FY2023: 86.62%),
with the decrease due to a combination of lower grades and the characteristics of certain ores.
Production
Copper production was 12,078 tonnes in Q4 2024 (Q4 2023: 12,775 tonnes) and 46,227 tonnes in
FY2024 (FY2023: 51,667 tonnes). Production in FY2024 was below FY2023 as a result of lower copper
grades and recoveries, although higher silver production helped to mitigate the impact on revenues.
On-site copper concentrate inventories were 21,815 tonnes at 31 December 2024 (31 December 2023:
6,722 tonnes).
Copper contained in concentrates sold was 10,271 tonnes in Q4 2024 (Q4 2023: 12,928 tonnes) and
43,609 tonnes in FY2024 (FY2023: 50,808 tonnes).
Asset Portfolio Update
Proyecto Riotinto
Waste stripping continues at San Dionisio in order to prepare the area for future mining phases. Total
material mined was 1.9 million tonnes in Q4 2024 and 13.4 million tonnes in FY2024. Meanwhile, the
permitting process associated with the San Dionisio final pit continues to advance.
Construction progress continues in relation to the planned relocation of the A-461 road that currently
runs between Cerro Colorado and San Dionisio.
At San Antonio, an infill and step-out drilling programme is expected to begin in the coming months.
E-LIX Phase I Plant
Commissioning and ramp-up activities continue at the E-LIX Phase I plant. During Q4 2024, good
progress was made in relation to rectifying issues in the conventional elements of the plant. The novel
leaching section continues to perform well, where recent focus has been on leaching the zinc
contained within Atalaya's copper concentrates given the low copper treatment charge
environment.
Once fully operational, the E-LIX plant is expected to produce high-purity copper or zinc metals on
site, allowing the Company to potentially achieve higher metal recoveries from complex polymetallic
ores, lower transportation charges and a reduced carbon footprint.
50 MW Solar Plant
The 50 MW solar plant was connected to the substation at the end of October 2024. With Phase I
complete, full capacity is expected to be reached in 2025 after which the facility is expected to provide
approximately 22% of Riotinto's current electricity needs.
Together, the 50 MW solar plant and the Company’s 10-year PPA will provide over 50% of the
Company's current electricity requirements at a rate well below historical prices in Spain. The
Company also continues to assess opportunities to enter into additional long-term PPAs in order to
provide further price stability.
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Riotinto District – Proyecto Masa Valverde
PMV has been granted the two key permits required for development – the Unified Environmental
Authorisation (or in Spanish, Autorización Ambiental Unificada ("AAU") and the exploitation permit.
The Company expects to start construction of the access ramp in H1 2025 once it has completed the
purchase of certain surface rights.
At present, four drill rigs are testing the north extension of the copper veining stockwork
mineralisation at the Masa Valverde deposit, while additional drilling was recently completed at other
targets.
Proyecto Touro
On 24 June 2024, Atalaya announced that Proyecto Touro, via its local entity Cobre San Rafael, was
declared a strategic industrial project by the Council of the Xunta de Galicia ("XdG"). Under legislation
of the Autonomous Community of Galicia, the status of strategic industrial project (or in
Spanish, Proyecto Industrial Estratégico ("PIE")) acts to simplify the administrative procedures
associated with the development of industrial projects and intends to substantially reduce
permitting timelines.
This declaration highlights the XdG's commitment to promoting new investment that will benefit
the region and also support the objectives of the European Union. Copper is considered a strategic
raw material by the EU and this project has the potential to become a new source of sustainable
European copper production.
The XdG is continuing its review according to the simplified procedures afforded to projects with PIE
status. The public information period, which serves to inform the surrounding communities and
organisations about the proposed project, concluded on 31 January 2025. Cobre San Rafael is
currently focused on analysing and responding to the feedback submitted during the public
information period and assessing the sectoral reports issued by the various departments of the XdG.
In addition, the Company continues to engage with the many stakeholders in the region including
through various recruitment initiatives, and is restoring the water quality of the rivers around Touro
by operating its water treatment plant.
The Company also continues infill and step-out drilling programmes focused on areas captured in
the initial mine plan and where mineralisation remains open.
Proyecto Ossa Morena
Once new permits are approved, drilling will be prioritised at the flagship Alconchel-Pallares copper-
gold project and the Guijarro-Chaparral gold-copper project.
Riotinto District – Proyecto Riotinto East
A gravimetric ground survey will be carried out over selected areas to better define drill targets.
Skellefte Belt and Rockliden (Sweden)
On 19 November 2024, Atalaya announced that it had entered into two binding agreements with
Mineral Prospektering i Sverige AB ("MPS") pursuant to which Atalaya can earn an initial 75% interest
in two separate land packages in Sweden. The Skellefte Belt land package ("Skellefte Belt Project")
and the Rockliden land package ("Rockliden Project") are located in two notable districts that host
many large-scale volcanogenic massive sulphide ("VMS") deposits and mines owned by Boliden AB.
Both regions are underexplored and could increase Atalaya's exposure to critical minerals in Europe.
In Q4 2024, activities focused on preparing for the winter drilling season. At the Rockliden Project,
drilling commenced during the first week of January 2025, with an initial focus on extensional drilling
at the "Target 1" prospect and other untested high priority regional Versatile Time-Domain
Electromagnetic ("VTEM") anomalies. At the Skellefte Belt Project, drilling is underway and focused
on known VTEM anomalies and infill and extensional drilling at the Bjurtraskgruvan prospect.
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Corporate Activities Update
Move to the Main Market
On 29 April 2024, the Company announced the admission of its ordinary shares to the premium
listing segment of the Official List maintained by the Financial Conduct Authority (“FCA”) and to
trading on London Stock Exchange's main market for listed securities, along with the cancellation of
trading on AIM.
The move up marked a significant corporate milestone for Atalaya and reflected the Company's
desire to expand its investor base and continue its growth trajectory.
New Listing Rules
On 29 July 2024, the FCA implemented a new simplified listing regime. As a result, the Company is
now admitted to the equity shares (commercial companies) (“ESCC”) category of the Official List, in
place of the prior premium listing segment.
Re-domiciliation
On 10 January 2025, the Company announced the completion of its re-domiciliation from the
Republic of Cyprus to the Kingdom of Spain
As a result, trading in Atalaya's shares under the new registered name of Atalaya Mining Copper, S.A.
became effective on 10 January 2025. In addition, the actions and initiatives noted in the Company's
6 January 2025 announcement became effective on 9 January 2025, with retrospective effect for
Spanish corporate law purposes as from 27 December 2024.
The re-domiciliation to Spain, along with Atalaya's move to the Main Market, opened the possibility
for Atalaya to be included in the FTSE UK Index Series and further expanded its access to new
investors.
Indexation
On 5 March 2025, FTSE Russell announced the results of its March 2025 Quarterly Review for the FTSE
UK Index Series. Atalaya is pleased that its shares will be added to the FTSE All-Share and FTSE
SmallCap indices effective 24 March 2025. This milestone is expected to enhance the Company’s
visibility to institutional investors.
Board of Directors
During 2024 and early 2025, several updates took effect related to succession planning at the
Company’s Board of Directors:
• Neil Gregson was appointed Chair of Atalaya, succeeding Roger Davey
• Kate Harcourt was appointed Senior Independent Director
• Carole Whittall was appointed as an Independent Non-Executive Director
• Roger Davey retired from the Board
• Coriseo González-Izquierdo was appointed as an Independent Non-Executive Director
As a result of these updates, various changes were made to the composition of the Company’s Board
committees.
In addition, it is intended that Coriseo González-Izquierdo will succeed Hussin Barma as Chair of the
Remuneration Committee no later than the date of the 2025 Annual General Meeting.
Operational Guidance
The forward-looking information contained in this section is subject to the risk factors and
assumptions contained in the cautionary statement on forward-looking statements included in the
Basis of Reporting. Should the Company consider the current guidance no longer achievable, then
the Company will provide a further update.
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Proyecto Riotinto operational guidance for 2025 is as follows:
Unit
Guidance 2025
Ore mined
million tonnes
15 – 16
Waste mined
(1)
million tonnes
37 – 43
Ore processed
million tonnes
15.5 – 15.8
Copper grade
%
0.38 – 0.42
Copper recovery
%
78 – 82
Copper production
tonnes
48,000 – 52,000
Cash Cost
$/lb payable
$2.70 – 2.90
All-in Sustaining Cost
$/lb payable
$3.20 – 3.40
(1) Represents the Cerro Colorado pit only.
Production
As announced in the Company's Q4 2024 Operations Update, copper production guidance is 48,000
– 52,000 tonnes for FY2025, which compares to FY2024 production of 46,227 tonnes. Production in
FY2025 is expected to be weighted slightly towards H1 2025 as a result of pit sequencing.
Production in the initial months of 2025 has been encouraging and supports the Company’s full-year
2025 outlook.
Operating Costs
The prices of several key consumables continued their downward trend in 2024 after having peaked
in 2022, although unit prices remain above 2021 levels. Ongoing conflicts in several regions may
continue to disrupt supply chains and impact energy prices, therefore further input price volatility is
possible. With respect to electricity, the Company’s long-term PPA and solar plant are expected to
provide some price stability.
Cash Cost and AISC guidance for FY2025 are as follows:
• Cash Cost range of $2.70 – 2.90/lb copper payable
o Compares with actual of $2.92/lb in FY2024
• AISC range of $3.20 – 3.40/lb copper payable
o Includes capitalised stripping costs of ~$0.20/lb from Cerro Colorado
o Compares with actual of $3.26/lb in FY2024, which included $0.11/lb in capitalised
stripping costs from Cerro Colorado
AISC guidance excludes investments in the tailings dam and ongoing waste stripping at the San
Dionisio area, which are included in the non-sustaining capital investment guidance below.
Non-Sustaining Capital Investments
Atalaya continues to make investments that support its core strategic objectives of increasing its
copper production, diversifying its sources of production, extending mine life, delivering structural
cost reductions and maximising overall asset optionality.
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The Company plans to make the following non-sustaining capital investments in FY2025:
Item
€ million
San Dionisio waste stripping, dewatering and road relocation
(1)
€32 – 46
Proyecto Masa Valverde access ramp
(2)
€8 – 12
E-LIX Phase I Plant
€5 – 7
50 MW solar plant
€3 – 5
Expansion of existing Riotinto tailings facility
€10 – 12
Total non-sustaining capital investments
€58 – 82
(1) Upon receipt of the final permit, a portion of this may be reclassified to Cash Cost and AISC
(2) Ramp development to begin once purchase of surface rights are completed
Exploration Expenditures
Investing in early stage exploration remains a key component of Atalaya’s long-term strategy. The
Company has interests in several key land packages in Spain, including in the Iberian Pyrite Belt
(Riotinto District), the Ossa Morena Metallogenic Belt (Proyecto Ossa Morena) and around Proyecto
Touro, as well as new earn-in agreements in two VMS districts in Sweden.
In FY2025, the Company’s exploration expenditure budget is €6 – 8 million. The main focus will be on
expanding and upgrading resources at Cerro Colorado, San Antonio, Proyecto Masa Valverde and
Proyecto Touro, as well as drill testing targets in Sweden and at Proyecto Masa Valverde.
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Financial Review
Income Statement
The following table presents a summarised consolidated income statement for the three and twelve
month periods ended 31 December 2024 and 31 December 2023.
(Euro 000’s)
Three month
ended 31 Dec
2024
Three month
ended 31 Dec
2023
Twelve month
ended 31 Dec
2024
Twelve month
ended 31 Dec
2023
Revenues from operations
77,852
85,591
326,797
340,346
Cost of sales
(59,598)
(65,038)
(242,163)
(247,290)
Corporate expenses
(1,833)
(4,713)
(7,927)
(12,741)
Exploration expenses
(4,637)
(1,311)
(7,950)
(6,467)
Care and maintenance expenditure
1,269
(1,199)
(2,784)
(2,384)
Other income
(373)
558
383
1,636
EBITDA
12,680
13,888
66,356
73,100
Depreciation/amortisation
(10,625)
(10,635)
(43,565)
(37,800)
Net Impairment reversals on Assets
(1)
5,744
-
5,744
-
Net foreign exchange gain/(loss)
2,532
(2,038)
3,090
(1,278)
Net finance income/(cost)
553
(422)
(102)
2,071
Tax
4,038
4,422
1,037
570
Profit for the year
14,922
5,215
32,560
36,663
(1) Includes reversal of prior Touro impairment. Refer to Note 14
Three months financial review
Revenues for Q4 2024 amounted to €77.9 million, down from €85.6 million in Q4 2023. The decline
was primarily due to lower concentrate sales volumes and concentrate grades. Realised copper
prices, excluding QPs, were US$4.10/lb in Q4 2024, compared with US$3.78/lb in Q4 2023. Including
QPs, the realised price was approximately US$4.15/lb.
Copper contained in concentrates sold was 10,271 tonnes in Q4 2024 and 12,928 tonnes in FY2023.
Cost of sales for Q4 2024 totalled €59.6 million, compared to €65.0 million in Q4 2023. The decrease
was mainly due to a higher volume of concentrate stock at the end of the period. Cash costs stood at
US$2.79/lb payable copper, down from US$2.90/lb in the prior-year quarter, benefiting from silver
credits despite lower copper payable. All-in Sustaining Costs (AISC) for Q4 2024, excluding
investments in the tailings dam, were US$3.28/lb payable copper, compared with US$3.16/lb in Q4
2023. The increase was mainly due to higher capitalised stripping costs.
Sustaining capex for Q4 2024 amounted to €0.4 million, compared with €0.5 million in Q4 2023,
primarily related to plant processing system improvements. Investment in the tailings dam project
during Q4 2024 was €4.0 million, €3.4 million in Q4 2023. Capitalised stripping costs for Cerro
Colorado for Q4 2024 were €6.2 million, higher than previous year (€2.0 million). The 50 MW solar
plant construction capex totalled €2.9 million in Q4 2024.
Corporate expenses for Q4 2024 totalled €1.8 million, compared with €4.7 million in Q4 2023. These
expenses include non-operating costs of the Cyprus office, corporate legal and consultancy fees,
listing costs, and salaries for corporate officers and directors. Exploration expenses for the three-
month period ended 31 December 2024 were €4.6 million, compared to €1.3 million in Q4 2023.
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EBITDA for Q4 2024 amounted to €12.7 million, down from €13.9 million in Q4 2023. Depreciation and
amortisation remained stable at €10.6 million in both periods. Net foreign exchange gains in Q4 2024
were €2.5 million, compared with a loss of €2.0 million in Q4 2023. Net financing income in Q4 2024
were a positive €0.6 million, compared with a loss of €0.4 million in the prior-year quarter.
Twelve months financial review
Revenues for FY 2024 totalled €326.8 million, compared with €340.3 million in FY 2023. The decrease
was mainly due to lower concentrate sales volumes and concentrate grades, partially offset by higher
realised prices.
Copper concentrate production for FY 2024 was 252,165 tonnes, up from 249,321 tonnes in FY 2023,
while sales totalled 237,072 tonnes, down from 246,128 tonnes in the previous year. Inventories of
concentrates at year-end stood at 21,815 tonnes, compared with 6,722 tonnes at 31 December 2023.
Copper contained in concentrates sold was 43,609 tonnes in FY 2024 and 50,808 tonnes in FY2023.
Realised copper prices, excluding QPs, averaged US$4.19/lb in FY 2024, compared with US$3.80/lb in
FY 2023. The Company did not enter into any hedging agreements during 2024.
Cost of sales for FY 2024 amounted to €242.2 million, down from €247.3 million in 2023. The reduction
in costs was mainly due to a positive impact from a higher year-end copper concentrate inventories
despite of higher input costs. Cash costs for FY 2024 were US$2.92/lb payable copper, up from
US$2.79/lb in 2023, mainly due to lower copper production. However, higher silver by-product credits
helped offset part of the impact. AISC, excluding investment in the tailings dam, stood at US$3.26/lb
payable copper in FY 2024, compared to US$3.09/lb in FY 2023, with the increase driven by higher
capitalised stripping costs and corporate expenses.
Sustaining capex for the twelve-month period ended 31 December 2024 totalled €4.0 million,
compared with €3.4 million in FY 2023, mainly for plant processing system upgrades. Investment in
the tailings dam expansion was €14.8 million, compared with €13.7 million in 2023. The 50 MW solar
plant construction capex amounted to €8.4 million in FY 2024, San Dionisio area €25.7 million,
Capitalised stripping costs for Cerro Colorado €9.9 million while investments in the E-LIX Phase I
plant totalled €12.4 million, of which €5.3 million was booked as a loan to Lain Technologies Ltd, €2.1
million to PPE and €5.0m as prepayments for service contracts.
Corporate expenses for FY 2024 amounted to €7.9 million, down from €12.7 million in FY 2023,
reflecting lower overhead costs. Exploration expenses for the year totalled €7.9 million, compared
with €6.5 million in 2023, with major exploration work carried out at Proyecto Masa Valverde and
Riotinto.
EBITDA for FY 2024 was €66.4 million, down from €73.1 million in FY 2023. Depreciation and
amortisation for the year amounted to €43.6 million, compared with €37.8 million in 2023. Net
impairment reversals for FY 2024 were €5.7 million, compared with zero in FY 2023. The net foreign
exchange gain for FY 2024 was €3.1 million, compared with a loss of €1.3 million in FY 2023.
Net finance costs for FY 2024 amounted to negative €0.1 million, compared with €2.1 million in FY
2023.
Profit after tax for FY 2024 was €32.6 million, down from €36.7 million in FY 2023. Tax expenses
amounted to €1.0 million, compared to €0.6 million in 2023. Earnings per share for FY 2024 was 22.6
cents, compared with 27.7 cents in FY 2023. Diluted EPS was 21.8 cents, down from 26.9 cents in the
prior year.
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Financial Position
(Euro 000’s)
31 Dec 2024
31 Dec 2023
ASSETS
Non-current assets
531,306
473,221
Other current assets
91,400
76,241
Tax refundable
266
100
Cash and cash equivalents
52,878
121,007
Total Assets
675,850
670,569
Shareholders’ Equity
518,537
492,392
LIABILITIES
Non-current liabilities
57,497
49,447
Current liabilities
99,816
128,730
Total Liabilities
157,313
178,177
Total Equity and Liabilities
675,850
670,569
Assets
As of 31 December 2024, total assets amounted to €675.9 million, up from €670.6 million on 31
December 2023, representing an increase of €5.2 million. This increase is mainly driven by the growth
in property, plant, and equipment, intangible assets, and trade receivables, partially offset by the
reduction in cash and cash equivalents. The decrease in cash and cash equivalents is primarily due
to increased investing activities, dividend payments, and loan repayments.
Non-current assets as of 31 December 2024 amounted to €531.3 million compared to €473.2 million
in 2023. This includes property, plant, and equipment of €409.0 million in 2024, increasing from
€384.7 million in 2023, intangible assets of €70.2 million in 2024 compared to €49.4 million in 2023,
non-current trade and other receivables amounting to €35.9 million in 2024, up from €26.7 million in
2023, non-current financial assets remaining stable at €1.1 million, and deferred tax assets of €15.1
million, increasing from €11.3 million in 2023.
Current assets as of 31 December 2024 amounted to €144.5 million, decreasing from €197.3 million in
2023. Within this category, inventories increased significantly to €49.2 million from €33.3 million in
2023, while trade and other receivables remained stable at €36.9 million compared to €42.9 million
in 2023. Tax refundable increased to €0.3 million from €0.1 million in 2023. Other financial assets were
slightly reduced to €0.02 million from €0.03 million in 2023. Cash and cash equivalents significantly
declined to €52.9 million, down from €121.0 million in 2023, mainly due to investing and financing
activities. The most notable change in current assets was the substantial decrease in cash and cash
equivalents, offset partially by the increase in inventories, reflecting a buildup of spare parts and
unsold concentrates in stockpile.
Liabilities
Non-current liabilities amounted to €57.5 million, increasing from €49.4 million in 2023. The most
significant component of non-current liabilities are provisions, which stood at €29.3 million in 2024,
up from €27.2 million in 2023. In addition to the provision, non-current liabilities included borrowings
of €10.9 million, a decrease from €16.1 million in 2023, lease liabilities of €3.3 million, down from €3.9
million in 2023, and trade and other payables amounting to €14.0 million, increasing from €2.2 million
in 2023.
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Current liabilities as of 31 December 2024 stood at €99.8 million, compared to €128.7 million in 2023.
This includes borrowings of €6.9 million, a significant decrease from €50.6 million in 2023, trade and
other payables of €90.1 million, up from €75.9 million in 2023, current tax liabilities of €1.4 million,
increasing from €1.3 million in 2023, current provisions of €0.9 million, up from €0.4 million in 2023,
and lease liabilities of €0.5 million, which remained stable compared to €0.5 million in 2023.
Total liabilities decreased to €157.3 million from €178.2 million in 2023, mainly due to the reduction in
borrowings.
Total equity as of 31 December 2024 amounted to €518.5 million, up from €492.4 million in 2023,
reflecting an increase of €26.1 million. Share capital stood at €12.7 million, decreasing from €13.6
million in 2023, while share premium increased to €321.9 million from €319.4 million in 2023. Other
reserves rose significantly to €88.8 million from €70.5 million in 2023. Accumulated profit stood at
€93.1 million, down from €98.0 million in 2023. Non-controlling interests amounted to €2.2 million,
compared to €(9.1) million in 2023.
Overall, total equity and liabilities as of 31 December 2024 stood at €675.9 million, marking an
increase from €670.6 million in the previous year.
Results
The Group’s and Company´s consolidated results are set out on the Consolidated Statements of
Comprehensive Income.
Liquidity and Capital Resources
Atalaya monitors factors that could impact its liquidity as part of the Company’s overall capital
management strategy. Factors that are monitored include, but are not limited to, the market price
of copper, foreign currency rates, production levels, operating costs, capital and administrative costs.
The following is a summary of Atalaya’s cash position as at 31 December 2024 and 2023, and cash
flows for the twelve months ended 31 December 2024 and 2023.
Liquidity Information
(Euro 000’s)
31 Dec 2024
31 Dec 2023
Unrestricted cash and cash equivalents at Group level
43,184
94,868
Unrestricted cash and cash equivalents at Operation level
9,694
26,139
Consolidated cash and cash equivalents
52,878
121,007
Net cash position
35,091
54,320
Working capital surplus
44,728
68,618
Unrestricted cash and cash equivalents as at 31 December 2024 decreased to €52.9 million from
€121.0 million at 31 December 2023. The decrease in cash balances is primarily due to cash outflows
during 2024, mainly related to financing and investing activities. Cash balances are unrestricted and
include balances at both the operational and corporate levels. The net decrease in cash and cash
equivalents for the year was €68.1 million, compared to a decrease of €4.2 million in 2023. This decline
was driven by increased capital expenditures, net debt repayments, and dividend payments.
As of 31 December 2024, Atalaya reported a working capital surplus of €44.7 million, compared with
a working capital surplus of €68.6 million at 31 December 2023. The decrease in working capital
surplus in 2024 was mainly driven by changes in current liabilities and cash balances. Cash decreased
significantly compared to the previous year, reflecting higher investments in property, plant, and
equipment, as well as the repayment of borrowings and payment of dividends. At 31 December 2024,
trade and other payables increased to €90.1 million, up from €75.9 million in 2023, while inventories
also increased to €49.2 million from €33.3 million in the prior year. Trade and other receivables
remained relatively stable at €36.9 million in 2024, compared to €42.9 million in 2023.
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The Directors consider the current net cash position as well as the existing levels of the commodity
prices and the current liquidity position to mitigate any potential financial risks linked to the liquidity
position of the Company.
Overview of the Group’s Cash Flows
(Euro 000’s)
Twelve month
ended 31 Dec 2024
Twelve month
ended 31 Dec 2023
Cash flows from operating activities
53,403
64,743
Cash flows used in investing activities
(66,073)
(50,406)
Cash flows from financing activities
(57,261)
(18,500)
Net (decreased)/increase in cash and cash equivalents
(69,931)
(4,163)
Net foreign exchange differences
1,802
(1,278)
Total net cash flow for the period
(68,129)
(5,441)
In the twelve-month period ending 31 December 2024, cash and cash equivalents experienced a
decrease of €69.9 million. This reduction resulted from cash generated by operating activities
amounting to €53.4 million, offset by cash used in investing activities totalling €66.1 million and
financing outflows amounting to €57.3 million, partially mitigated by a €1.8 million net positive
foreign exchange impact.
Cash generated from operating activities before changes in working capital reached €66.4 million,
compared with an EBITDA of €67.0 million. Atalaya increased its inventories by €15.0 million, while
trade and other receivables decreased by €1.2 million, and trade and other payables increased by
€5.6 million. The company incurred corporate tax payments totalling €0.8 million during this period.
Investing activities for the year 2024 amounted to €66.1 million, primarily directed towards capital
expenditures related to ongoing projects, including plant improvements and infrastructure
developments.
Financing activities in 2024 totalled negative €57.3 million, mainly driven by the repayment of
borrowings amounting to €51.9 million, dividend payments of €10.3 million, and lease payments of
€0.6 million, partially offset by proceeds from the issuance of share capital totalling €2.5 million and
new borrowings of €3.0 million.
Dividends
Atalaya has a dividend policy that seeks to provide capital returns to its shareholders and allows for
continued investments in the Company's portfolio of growth projects. Dividends are payable in two
half-yearly instalments.
Dividends related to fiscal year 2023
In August 2023, a 2023 interim dividend of US$0.05 per ordinary share was declared by Atalaya’s
Board of Directors. In March 2024, the Board of Directors proposed a 2023 final dividend of US$0.04
per ordinary share. The 2023 final dividend was approved by the Company's shareholders at its 2024
Annual General Meeting, and paid on 9 August 2024 (Note 12).
Dividends related to fiscal year 2024
In August 2024, the Company’s Board of Directors declared a 2024 interim dividend of US$0.04 per
ordinary share, which was paid on 19 September 2024.
A 2024 final dividend of US$0.03 per share has been proposed for approval by shareholders at the
2025 Annual General Meeting. This would result in a total dividend in respect of 2024 of US$0.07 per
share.
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Our share price
Atalaya’s share price was effectively unchanged for 2024, beginning the year at £3.61 and ending the
year at £3.59, representing a modest decrease of 0.6%.
The Group’s main stock market indicators in 2024 and 2023 were as follows:
Main stock market indicators
2024
2023
Shareholder remuneration ($/share)
[0.07]
(1)
0.09
Share price at end of period (£/share)
3.59
3.61
Period average share price (£/share)
3.78
3.33
Period high share price (£/share)
4.86
3.80
Period low share price (£/share)
3.09
2.86
Number of shares outstanding at the end of the period
140,759,043
139,879,209
Market capitalisation at the end of period (£ million)
505.3
505.0
Dividend yield (%)
[1.6]
(1)
2.0
(1)
Estimated assuming the 2024 final dividend proposed by the Board of Directors is approved by
the Shareholders meeting in June 2025.
Creditors’ Payment Terms
Atalaya recognises its responsibilities to its supply chain partners and accepts the requirement to
settle supplier payments on time.
Accordingly, the Company undertakes to:
- Pay suppliers on time by paying 95% of invoices within the agreed payment terms and
without attempting to change terms retrospectively. We also aim to pay 95% of all invoices
within 60 days, and 95% of invoices from businesses with fewer than 50 employees within 30
days.
- Give clear guidance to suppliers by making readily available clear guidance on payment
procedures and invoicing.
- At on-boarding stage and on an ongoing basis, notify suppliers if there is any reason why an
invoice may not be paid to the agreed terms of their contract.
- Inform suppliers of how they can raise complaints and disputes and provide suppliers with
a point of contact for payment queries.
- Adopt and encourage good practice by confirming that lead suppliers have adopted the
good practise throughout their own supply chains.
- Avoid any practices that adversely affect the supply chain.
The Company’s standard payment terms are 60 days for large enterprises and 30 days for small
enterprises.
Treasury shares
As at 31 December 2024 and at the date of this report, the Company held nil (2023: nil) ordinary shares
as treasury shares.
Foreign Exchange
In FY2024, Atalaya recognised a foreign exchange gain of €3.1 million (FY2023 loss: €1.3 million). The
foreign exchange gain mainly related to variances in EUR and USD conversion rates during the
period as all sales are settled and occasionally held in USD.
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The following table summarises the movement in key currencies versus the EUR:
Twelve
months
ended
31 Dec 2024
Twelve
months
ended
31 Dec 2023
Average rates for the periods
GBP – EUR
0.8587
0.8698
USD – EUR
1.091
1.0813
Spot rates as at
GBP – EUR
0.8292
0.8691
USD – EUR
1.039
1.105
During 2024 and 2023, Atalaya did not have any currency hedging agreements.
Basis of Reporting
The Board of Directors of Atalaya Mining Copper, S.A. (the “Company” or “Atalaya”) presents its
Group’s Management Report with the audited consolidated financial statements (hereinafter
“financial statements”) of the Company and its subsidiaries (the “Group”) for the year ended 31
December 2024. These documents can be found on the Atalaya website at www.atalayamining.com.
Atalaya is a Spanish company that owns and operates the Proyecto Riotinto complex in southwest
Spain. The Company's shares trade on the London Stock Exchange's Main Market under the symbol
"ATYM".
The consolidated financial statements of the Company has been prepared in accordance with the
International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), in
compliance with the requirements of Spanish corporate law, including the provisions of the
Commercial Code and the Capital Companies Act (Ley de Sociedades de Capital).
For the financial year ending 31 December 2024, IFRS as adopted by the EU is fully aligned with IFRS
as issued by the International Accounting Standards Board (IASB). The financial statements are
presented in Euros (EUR), unless otherwise specified.
Introduction
This report provides an overview and analysis of the financial results of operations of Atalaya Mining
Copper, S.A. (the "Company") and its subsidiaries (the “Group”). It is intended to enable readers to
assess material changes in the Group’s financial position between 31 December 2023 and 31
December 2024, as well as to evaluate the results of operations for the twelve-month periods ended
31 December 2023 and 31 December 2024.
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Forward Looking Statements
This report may include certain “forward-looking statements” and “forward-looking information”
applicable under securities laws. Except for statements of historical fact, certain information
contained herein constitutes forward-looking statements. Forward-looking statements are
frequently characterised by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”,
“estimate”, and other similar words, or statements that certain events or conditions “may” or “will”
occur. Forward-looking statements are based on the opinions and estimates of management at the
date the statements are made and are based on a number of assumptions and subject to a variety
of risks and uncertainties and other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements. Assumptions upon which such
forward-looking statements are based include all required third party regulatory and governmental
approvals that will be obtained. Many of these assumptions are based on factors and events that are
not within the control of Atalaya and there is no assurance they will be correct. Factors that cause
actual results to vary materially from results anticipated by such forward-looking statements include
changes in market conditions and other risk factors discussed or referred to in this report and other
documents filed with the applicable securities regulatory authorities. Although Atalaya has
attempted to identify important factors that could cause actual actions, events or results to differ
materially from those described in forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or intended. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Atalaya undertakes no obligation to
update forward-looking statements if circumstances or management’s estimates or opinions should
change except as required by applicable securities laws. The reader is cautioned not to place undue
reliance on forward-looking statements.
Alternative Performance Measures
Atalaya has included certain non-IFRS measures including “EBITDA”, “Cash Cost per pound of
payable copper” “All-In Sustaining Cost” (“AISC”) and “realised prices” in this report. Non-IFRS
measures do not have any standardised meaning prescribed under IFRS, and therefore they may not
be comparable to similar measures presented by other companies. These measures are intended to
provide additional information and should not be considered in isolation or as a substitute for
indicators prepared in accordance with IFRS.
EBITDA includes gross sales net of penalties and discounts and all operating costs, excluding finance,
tax, impairment, depreciation and amortisation expenses.
Cash Cost per pound of payable copper includes on-site cash operating costs, and off-site costs
including treatment and refining charges (“TC/RC”), freight and distribution costs net of by-product
credits. Cash Cost per pound of payable copper is consistent with the widely accepted industry
standard established by Wood Mackenzie and is also known as the cash cost.
AISC per pound of payable copper includes the Cash Cost plus royalties and agency fees, expenditure
on rehabilitations, stripping costs, exploration and geology costs, corporate costs, and sustaining
capital expenditures.
Realised prices per pound of payable copper is the value of the copper payable included in the
concentrate produced including the discounts and other features governed by the offtake
agreements of the Group and all discounts or premiums provided in commodity hedge agreements
with financial institutions, expressed in USD per pound of payable copper. Realised price is consistent
with the widely accepted industry standard definition.
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Critical accounting policies, estimates, judgements,
assumptions and accounting changes
The preparation of Atalaya’s Financial Statements in accordance with IFRS requires management to
made estimates and assumptions that affected amounts reported in the Financial Statements and
accompanying notes. There is a full discussion and description of Atalaya’s critical accounting
estimates and judgements in the audited financial statements for the year ended 31 December 2024
(Note 3.3).
Statement of Going Concern
These audited consolidated financial statements have been prepared based on accounting
principles applicable to a going concern which assumes that the Group can reasonably be expected
to realise its assets and discharge its liabilities in the normal course of business. Management has
carried out an assessment of the going concern assumption and has concluded that the Group will
generate sufficient cash and cash equivalents to continue operating for the next twelve months.
The Directors, after reviewing different scenarios with current commodities prices, the current cash
resources, forecasts and budgets, timing of cash flows, borrowing facilities, sensitivity analyses and
considering the associated uncertainties to the Group’s operations for a period of at least 12 months
since the approval of these audited consolidated financial statements have a reasonable expectation
that the Company has adequate resources to continue operating for the foreseeable future.
Accordingly, the consolidated financial statements continue to be prepared on a going concern basis
(see Note 2.1(b)).
The Directors have assessed the going concern status of the Group, considering the period to 31
December 2024.
Management continues to monitor the impact of geopolitical developments. Currently no significant
impact is expected in the operations of the Group.
The Group’s business activities, together with those factors likely to affect its future performance, are
set out in the Strategic Report, and in particular within the Operating Review. Details of the cash
flows of the Group during the period, along with its financial position at the period end, are set out in
the Financial Review. The consolidated financial statements include details of the Group’s cash and
cash equivalents Note 21, and details of borrowings are set out in Note 28. When assessing the going
concern status of the Group, the Directors have considered in particular its financial position,
including its significant balance of cash and cash equivalents and the terms and remaining durations
of the borrowing facilities in place. The Group had a strong financial position as at 31 December 2024,
with combined cash and cash equivalents of €52.9 million. Total borrowings were €17.8 million,
resulting in a net cash position of €35.1 million. Of the total borrowings, €6.9 million are repayable
within one year, and €10.9 million are repayable between one to five years.
When assessing the going concern status of the Group, the Directors have considered various factors,
impacting 2025 including: Copper price and foreign exchange forecasts, given their direct impact on
revenue and profitability; expected production levels and the operating cost profile, ensuring that
cost structures remain competitive; capital expenditure plans and ongoing development projects,
particularly those critical to sustaining operations.
These forecasts are based on the Group’s budgets and life-of-mine models, which are also used to
determine key accounting estimates, including depreciation, deferred stripping, and closure
provisions. The assessment focuses on the Group’s existing asset base without factoring in potential
new projects, ensuring a conservative approach when evaluating resilience in a potentially depressed
economic environment.
The analysis includes only the draw-down of existing committed borrowing facilities and assumes no
new debt financing arrangements. The Directors have assessed key risks that could impact the
Group’s financial stability, with the most significant risks being:
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Copper Price Volatility. Copper market fluctuations can materially impact earnings and cash flow
generation.
Geopolitical and Supply Chain Risks. Ongoing global trade tensions, logistical bottlenecks, and
freight cost volatility pose risks to material availability and operational continuity. In response, the
Group has diversified procurement strategies and enhanced supply chain monitoring.
Energy Market and Cost Stability. Although Atalaya has mitigated some exposure to electricity price
volatility through the commissioning of a 50 MW Solar Plant at Proyecto Riotinto, external factors
such as grid reliability, regulatory changes, and energy tariffs could still impact costs, and a 10-year
PPA, securing predictable electricity costs and reducing exposure to market price volatility
Regulatory and Environmental Compliance. Evolving EU and Spanish environmental regulations,
including sustainability reporting requirements and carbon pricing mechanisms, may lead to
increased compliance and operational costs.
Foreign Exchange Risk (USD: EUR). As copper sales are denominated in USD, while a significant
portion of operating costs is in EUR, fluctuations in the USD: EUR exchange rate could impact
financial performance.
Copper Head Grade Sensitivity. Variability in ore quality could lead to fluctuations in copper head
grade, affecting production efficiency, revenues, and operating margins. The Group has conducted
sensitivity analyses to assess its resilience to potential declines in head grade and has implemented
strategies to optimise resource extraction and processing.
Based on their assessment of the Group’s prospects and viability, the Directors have formed a
judgement, at the time of approving the financial statements, that there are no material
uncertainties that the Directors are aware of that could reasonably be expected to cast doubt on the
Group’s going concern status and that there is a reasonable expectation that the Group has adequate
resources to continue in operational existence for the period to 31 December 2024. The Directors
therefore consider it appropriate to adopt the going concern basis of accounting in preparing the
financial statements.
The Directors considered the Group’s current strong financial position, its forecast future
performance, the key risks which could impact the future results and reviewed robust down-side
sensitivity analyses which all indicated results that could be managed in the normal course of
business.
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Sustainability Approach
Atalaya is committed to sustainable development and responsible mining, ensuring that
environmental, social, and governance (ESG) considerations are embedded in every aspect of its
operations. The company recognises that long-term value creation depends not only on operational
excellence but also on its ability to manage resources responsibly, support local communities, and
maintain strong governance structures. In 2024, Atalaya continued to advance its sustainability
agenda, achieving key milestones in environmental management, fostering social progress, and
adopting innovative technologies to reduce its environmental footprint.
Environmental Stewardship
Environmental protection and responsible resource management are central to Atalaya’s
sustainability approach. The company prioritises reducing its environmental impact through efficient
use of energy and water, minimising emissions, and ensuring compliance with regulatory
requirements.
Key environmental achievements in 2024:
• In 2024, 81% of total water used at Proyecto Riotinto to obtain copper concentrate was
recycled. Furthermore, just 12% of our total consumption was drawn from surface sources
outside the mine, down from 19.6% in 2021. (Sustainability Report Section: Water
Management).
• Our solar plant is now operating (Sustainability Report section: Energy and Climate Change)
• Achieved a reduction in our electricity intensity, 22.66KWh/tonne ore processed vs 23.29 in
2023 (Sustainability Report section: Energy and Climate Change)
• Pending final data verification, we observe a 4% reduction in scope 1&2 CO2 emissions:
98,447t of CO2e Scope 1 & 2* (vs 102,423.47 in 2023 (Sustainability Report section: Energy and
Climate Change)
• Advanced biodiversity conservation efforts: in 2024 we created a new specialized bat refuge
at Proyecto Riotinto, in collaboration with -scientist organisations (Sustainability Report
Section: Nature and Biodiversity).
• We have continued to restore the brownfield mining sites (Touro and Riotinto), inherited
from prior mining activities (Sustainability Report section: Management of historic
environmental liabilities)
(*) Our 2024 carbon footprint is an estimate using 2023 emission factors at the time of publication.
Looking ahead, Atalaya’s key environmental priorities for 2025 include:
• Solar plant expected to be fully operational.
• Continue to implement measures to reduce surface water withdrawal.
• Continue to implement Water Stewardship Standard
• Extend restoration work on areas affected by previous mining activity Implement ISO 5001
Energy management system
Social Responsibility
Atalaya places great emphasis on fostering a positive social impact by supporting local communities,
ensuring a safe and inclusive workplace, and contributing to regional socio-economic development.
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Key social initiatives and achievements in 2024:
• Increased female workforce participation through targeted recruitment and leadership
development programmes (Sustainability Report Section: Workforce Diversity).
• Enhanced community engagement by supporting education, healthcare, and infrastructure
development in nearby communities. Several projects, including scholarships and health
initiatives, were launched in 2024 (Sustainability Report Section: Community Engagement).
• Strengthened occupational health and safety protocols, resulting in a lower Lost Time Injury
Frequency Rate (LTIFR) compared to 2023. The company also expanded the use of virtual
reality (VR) training for hazard identification and response (Sustainability Report Section:
Health and Safety).
Key social goals for 2025 include:
• Implementing the actions according to Equal Plan approved in 2023, with specific targets in
2025
• Expanding the scope of community engagement programmes to further support local
socio-economic development.
• Enhancing occupational health and safety measures by adopting advanced monitoring
systems and increasing VR training
Governance and Compliance
Strong governance is the foundation of Atalaya’s sustainable growth. In 2024, the Company
strengthened its governance framework to ensure robust oversight of ESG matters and enhanced
transparency in reporting.
Key governance initiatives in 2024:
• We started compiling the necessary data to align with EU Corporate Sustainability Reporting
Directive (CSRD) (Sustainability Report Section: Our approach to sustainability)(
• We continued work on the Global Industry Standard on Tailings Management (GISTM)
(Sustainability Report Section: Our approach to sustainability)
• We completed board training on new European Union ESG regulatory requirements as a
listed company on the LSE. (Sustainability Report Section: Our approach to sustainability).
Governance priorities for 2025 include:
• Continue the work begun to align our reporting with CSRD requirements.
• Strengthening internal ESG risk management and enhancing stakeholder engagement on
sustainability matters.
• Continuing to integrate ESG considerations into strategic decision-making processes
Innovation and Technology
Innovation plays a critical role in Atalaya’s sustainability strategy. The company invests in advanced
technologies to improve operational efficiency, reduce environmental impact, and enhance safety.
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Key technological advancements in 2024:
• Strategy for efficient water consumption developed, aimed at closing water cycles within
the process and searching for alternative water sources. (Sustainability Report Section:
Innovation and Technology)
• Continued process improvement, with focus on energy efficiency and production
optimisation. (Sustainability Report Section: Innovation and Technology)
• Conducted several studies to process complex polymetallic ores with different international
laboratories. (Sustainability Report Section: Innovation and Technology)
Innovation goals for 2025 include:
• Innovation in treatment of acidic waters (Sustainability Report Section: Innovation and
Technology)
• Continue to expand external innovation and research collaborations (Sustainability Report
Section: Innovation and Technology)
Key Technological Achievements in 2024
• We have continued migrating our ERP to the new cloud version. (Sustainability Report
Section: Innovation and Technology)
• An external audit of our cybersecurity processes has been conducted. (Sustainability Report
Section: Innovation and Technology)
• A Security Information and Event Management (SIEM) service has been contracted for
external 24-hour monitoring of cybersecurity events. (Sustainability Report Section:
Innovation and Technology)
Technological goals for 2025 include:
• Complete the process of migrating our Dynamics 365 to the cloud.
• Document all company cyber security policies and the IT Security Master Plan
• Implement new IT security systems, including AI-controlled Network Detection and
Response (NDR).
• Implement more robust blocking systems for ransomware attacks and implement anti-
ransomware systems.
Outlook for 2025
As Atalaya moves forward, the company remains committed to driving sustainability across all its
operations. With clear goals for environmental stewardship, social responsibility, governance, and
innovation, Atalaya aims to create long-term value for its stakeholders while minimising its
environmental footprint and contributing to regional socio-economic progress.
In 2025, Atalaya will focus on:
• Meeting its sustainability targets and aligning with CSRD requirements.
• Enhancing community engagement and workforce development initiatives.
• Leveraging innovation to improve operational efficiency and reduce environmental impact.
Atalaya’s sustainability journey is a continuous process, driven by a commitment to responsible
mining and a vision for a more sustainable future.
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Task Force on Climate-related Financial
Disclosures (TCFD) Reporting
Atalaya is committed to transparent and comprehensive reporting on climate-related risks and
opportunities. UK Listing Rule LR 6.6.6(8) requires us to disclose whether our climate-related financial
disclosures are consistent with the recommendations of TCFD.
We confirm that we have made disclosures in line with the TCFD recommendations. To provide a
comprehensive and detailed assessment of climate-related risks and opportunities, we have
presented our full TCFD disclosures in a dedicated Climate Change Report which is available on our
website at www.atalayamining.com. That standalone report provides a detailed assessment of the
climate-related risks, governance structures, strategy, risk management, and metrics and targets
relevant to our business. We believe that a standalone report allows us to present climate-related
financial information in a manner that reflects its increasing importance and provides stakeholders
with a focused, in-depth analysis of our approach to climate risk and transition planning.
Information related to the required disclosures can be found on the following pages of the Climate
Change Report:
Disclosure
Page №
Governance
Board
oversight
Our board is ultimately responsible for the
proper management of climate change,
setting the objectives and supervising the
implementation and fulfilment of the
actions established in the sustainability
strategy, which include climate change
indicators and goals, through the
Sustainability Committee.
Pages 8
and 9
.
Management’s
role
Our sustainability/ESG management and
finance department is responsible for
executing all initiatives related to climate
change, especially in terms of climate-
related risks and opportunities.
Pages 8
and 9
.
Strategy
Climate-related
risks and
opportunities
The climate-related risk assessment was
performed in 2023 using 2022 data as a
baseline year. This included scenario
analysis to assess the real and potential
financial impact of the main risks and
opportunities.
Pages 9
to 11
.
Impact on
Atalaya
Several physical and transition risks with a
moderate to high impact on Atalaya’s
business have influenced strategy and
financial planning.
Pages 11
and 12
.
Resilience
Different scenarios have been used to
assess risks and opportunities,
considering global temperature increase
of less and more than 2ºC. Two different
time horizons were used for the analysis:
medium (2030) and long-term (2050).
Pages 11
and 12
.
Risk Management
Risk
identification
and
assessment
The risk assessment considers 9 hazards
in identifying the physical risks. In
identifying the transition risks, the TCFD
transition categories were considered.
Pages 11
and 12
.
Risk
management
Mitigation measures have been
established for the climate-related risks
identified as material, and these are
consistently monitored to control
impacts.
Pages 11
and 12
.
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Integration of
risk
management
The management team assess and
manage climate-related risks and
opportunities systematically within
operations as part of our recurrent risk
management process. Climate-related
risks have been integrated into overall risk
management by the Physical Risk
Committee.
Pages 11
and 12
.
Metrics and Targets
Climate-related
metrics
Proyecto Riotinto annually assesses
greenhouse gas (GHG) emissions, energy
consumption and water consumption,
among other relevant environmental
KPIs. We will continue to evaluate other
relevant metrics as we analyse the results
of the climate risk assessment and
implement actions stemming from our
climate change strategy.
Pages 13
to 22
.
Scope 1, Scope
2, and Scope 3
We report Scope 1, 2 and 3 emissions at
Proyecto Riotinto, our only mine in
operation. The GHG inventory is verified
annually by an independent third-party
against GHG Protocol
Pages 13
to 22
.
Climate-related
targets
The board of directors approved our
climate change goals for Proyecto
Riotinto in November 2023, published on
our website. In 2025 we revised our
climate goals, approved by our leadership
team and the Sustainability Committee in
March 2025.
Pages 13
to 22
.
Non-Financial Information Statement
The Non-Financial Information Statement has been prepared in accordance with the requirements
of Spanish Law 11/2018, of 28 December, on non-financial and diversity information (amending the
Commercial Code, the revised text of the Capital Companies Act approved by Royal Legislative
Decree 1/2010 of 2 July, and Law 22/2015 of 20 July on Auditing). This statement aims to provide
stakeholders with relevant information on the Group's environmental, social, and governance
performance.
For a comprehensive overview of Atalaya’s ESG performance, including environmental initiatives,
social impact, employee relations, human rights policies, and anti-corruption measures, please refer
to the Atalaya Sustainability Report 2024, which is published separately and provides detailed
disclosures aligned with international reporting standards such as the Global Reporting Initiative
(GRI) standards.
Atalaya remains committed to responsible mining, sustainable growth, and transparent
communication with stakeholders, ensuring that ESG considerations are integrated into its business
strategy to enhance long-term resilience and sustainability.
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Governance
Board of Directors
Neil Gregson
Chair
Board Independence: Independent on appointment
Appointed: 10 February 2021 (Chair since 1 July 2024)
Key skills: Mining, corporate finance, finance, UK Market, capital markets, international business,
leadership, strategic, fund raising, M&A communications, sustainability
Education and qualifications:
• B.Sc. (Hons) in Mining Engineering from the University of Nottingham
• Diploma in Business Management from Damelin College, Johannesburg
• Mine Managers Certificate of Competency, South Africa
Previous experience:
Mr Gregson has over 30 years of experience investing in mining and oil and gas companies. From
2010 to 2020, he was a Managing Director at J.P. Morgan Asset Management, where he was a
member of the equity team and a portfolio manager investing in mining and energy companies
globally. Previously, from 1990 to 2009, he was Head of Emerging Markets and Related Sector Funds
(including natural resources funds) at Credit Suisse Asset Management. Prior to that, Mr Gregson
held various positions in mining companies, including a role as mining investment analyst with Gold
Fields of South Africa.
Current external appointments:
• Independent Director of TSX-listed Meridian Mining UK Societas
• Non-executive Director of TSX-listed Uranium Royalty Corp
Committee membership: NGC (Chair) ~ RC ~ PRC
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55 | Atalaya Mining Copper, S.A. 2024 Annual Report
Kate Harcourt
Senior Independent Director
Board Independence: Independent
Appointed: 17 May 2022 (SID since 1 July 2024)
Key skills: Mining, sustainability, health, safety, environment
Education and qualifications:
• B.Sc. (Hons) in Environmental Science from the University of Sheffield
• M.Sc. in Environmental Technology from Imperial College, London
• Chartered Environmentalist (CEnv)
• Member of the Institution of Environmental Scientists
Previous experience:
Mrs. Harcourt has extensive experience as independent sustainability consultant, including ESG
Officer and ESG Adviser, at a range of UK-linked mining companies, including Cornish Lithium and
Adriatic Metals, and has participated in several due diligence projects for mining assets as part of a
multidisciplinary team. Prior to 2010, was Director of Health, Safety, Environment, Communities and
Security at Mag Industries, Senior Environmental Scientist at Golder Associates (UK) Ltd, Senior
Environmental Scientist at Wardell Armstrong and Environmental Scientist at SRK (UK) Ltd.
Current external appointments:
• Independent Director of TSX-listed Fortuna Mining Corp
• Director of TSX-listed Orezone Gold Corporation
Committee membership: SC (Chair) ~ NGC ~ RC
__________________________________________________________________________________
Alberto Lavandeira
Managing Director and Chief Executive Officer
Board Independence: Non-independent
Appointed: 14 April 2014
Key skills: Mining, operations, processing, exploration, commercial, capital market, international
business, leadership, strategic, fund raising, M&A, governance, project management, permitting,
government relations, CEO, sustainability
Education and qualifications:
• Degree in Mining Engineering from the University of Oviedo, Spain
Previous experience:
Mr. Lavandeira brings over forty years of experience operating and developing mining projects. He
was previously President, CEO and COO of Rio Narcea Gold Mines which built three mines including
Aguablanca and El Vallés-Boinas in Spain and Tasiast in Mauritania. He was also involved in the key
stages of development of the Mutanda mine in the Democratic Republic of Congo. Earlier in his
career, Mr. Lavandeira worked within group companies of Anglo American, Rio Tinto and Cominco
(now Teck).
Current external appointments:
• Non-executive director of ASX-listed Black Dragon Gold Corp
• Non-executive director of ASX-listed Predictive Discovery Limited
Committee membership: n/a
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Hussein Barma
Non-executive Director
Board Independence: Independent (see pages 68 and 69 for an explanation as to how the Board has
determined this)
Appointed: 9 September 2015
Key skills: Mining, corporate finance, finance and accounting, legal, UK Market, capital market,
international business, leadership, strategic, fund raising, M&A communications, sustainability
Education and qualifications:
• Fellow of the Institute of Chartered Accountants in England and Wales
• Non-practising barrister and member of the Middle Temple
• D.Phil. in corporate law from the University of Oxford
Previous experience:
Dr. Barma is a chartered accountant and qualified lawyer by background with over 25 years’
experience in senior positions in the mining sector. He brings to Atalaya deep experience in
accounting, internal control, governance, risk management, and compliance. He has significant
FTSE-50 senior executive experience, gained over 15 years at Antofagasta plc, where he led its UK
presence through a period of change and growth as the UK-based chief financial officer. He has also
had earlier careers in professional services and academia.
Current external appointments:
• Non-executive director and audit committee chair of Fidelity Asian Values PLC
• Independent governor and deputy audit chair of the University of the Arts, London
• Principal at Barma Advisory
Committee membership: RC (Chair) ~ AC ~ SC
__________________________________________________________________________________
Jesús Fernández
Non-executive Director
Board Independence: Non-independent
Appointed: 23 June 2015
Key skills: M&A, Mining, capital markets, UK Markets, International business, corporate finance,
finance and accounting, legal, leadership, strategic, fund raising
Education and qualifications:
• M.Sc. in Finance and Investment from the University of Exeter, UK
• Licenciatura (Economics degree) from the Universidad de Cantabria, Spain
Previous experience:
Mr Fernández was Head of Mergers and Acquisitions for Trafigura. He joined Trafigura in 2004 and
has extensive experience in mergers and acquisitions and providing financing solutions to mining
companies. He established the Trafigura Group's mining investment arm in 2005.
Prior to joining Trafigura, he worked in the project finance team at International Power plc in London.
Current external appointments:
• None
Committee membership: PRC
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Coriseo González-Izquierdo
Non-executive Director
Board Independence: Independent
Appointed: 14 January 2025
Key skills: Finance, geopolitics, international trade and economics, energy, government relations,
accounting, human resources, governance, leadership, strategy, and sustainability
Education and qualifications:
• Master’s-equivalent degrees in Law and in Economic and Business Sciences from the
Universidad Pontificia de Comillas – ICADE
• Master’s Degree in Public Administration from Harvard University
Previous experience:
Ms.González-Izquierdo was Chief Executive Officer of ICEX – Spain Trade and Investment and has
held a number of economic and commercial executive roles in Spain, Japan, West Africa, U.S.A., the
Middle East, and China. She has also served as a director on the boards of Instituto de Crédito (the
Spanish Government’s financial agency), CESCE (Spanish export credit agency), CDTI (Spanish
agency for technology development) and HUNOSA (coal mining).
Current external appointments:
• Independent Director of Aena S.M.E., S.A., the Madrid-listed airports operator
• Senior executive at OMIE (Operador del Mercardo Ibérico de la Energía), the Iberian electricity
market operator
Committee membership: PRC
__________________________________________________________________________________
Stephen Scott
Non-executive Director
Board Independence: Independent (see pages 68 and 69 for a summary of how the Board has
determined this)
Appointed: 9 September 2015
Key skills: Mining, operations, processing, exploration, capital market, international business,
leadership, strategic, fund raising, M&A, governance, project management, permitting, CEO
Education and qualifications:
• Bachelor of Business Accounting from Curtin University, Western Australia
• Graduate Certificate in Corporate Secretarial Practices from Curtin University, Western Australia
Previous experience:
Mr. Scott has held various global executive positions with the Rio Tinto Group (2000-2014). Mr. Scott
is an experienced public company director.
Current external appointments:
• President and CEO of Entree Resources Limited
Committee membership: PRC (Chair) ~ AC ~ RC ~ NGC
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Carole Whittall
Non-executive Director
Board Independence: Independent
Appointed: 3 June 2024
Key skills: Management, accounting, financing, banking and M&A in the mining industry
Qualifications:
• Bachelor of Science (B.Sc.) (Hons) in Geology from the University of Cape Town
• Master of Business Administration (MBA) from the London Business School
Previous experience:
Ms. Whittall is a senior executive with over 25 years of experience in the natural resources sector
across a broad range of functions including management, finance and M&A. She was Vice President,
Head of M&A at ArcelorMittal Mining and a member of its Mining Executive Team, responsible for
global M&A (including acquisitions, divestments, joint ventures and portfolio company management
and restructuring), government relations and corporate and social responsibility. Previously she was
at Rio Tinto where she held various senior commercial and business development roles. Her prior
career was with JP Morgan.
Current external appointments:
• Executive Director and Chief Financial Officer of AIM-quoted Yellow Cake plc
• Director and co-founder of Mining Strategies Limited, which provides M&A and transaction
advisory services to the metals and mining sector
Committee membership: AC (Chair), SC
__________________________________________________________________________________
Senior Management
Alberto Lavandeira
Managing Director and Chief Executive Officer
Appointed: 14 April 2014
Skills and experience: see page 70
César Sánchez
Chief Financial Officer
Appointed: June 2016
Skills: Mining, capital markets, Canada and UK Markets, International business, corporate finance,
finance and accounting, legal, leadership, strategic, fund raising, M&A, governance
Education and qualifications:
• Degree in Business Administration from the University of Seville, Spain
• Qualified Accountant
• Financial and banking courses at Dublin City University and ESIC Business & Marketing School
• Senior Management Programme (PADE) by IESE Business School
Experience:
Mr. Sánchez has experience as Chief Financial Officer of various companies in both the mining and
financial industries, including Iberian Minerals Corp, where he participated in its equity and debt
raisings and worked for Ernst & Young as an auditor and as a financial adviser to the industrial sector,
where he gained experience in restructurings, initial public offerings, mergers and due diligence
processes.
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Enrique Delgado
General Manager of Proyecto Riotinto
Appointed: May 2019
Skills: Mining, operations, processing, exploration, international business, leadership, strategic,
governance, project management and permitting
Education and qualifications:
• Graduate of the University of Seville, Spain
• Master of Senior Management of Leading Companies of the San Telmo International Institute of
Sevilla, Spain
• Vice-President of Aminer, the Spanish Base Metal Mining Association
• Senior Management Programme at Instituto San Telmo, Seville, Spain
Experience:
Mr. Delgado’s previous roles include metallurgist in Riotinto Mine and later with Freeport McMoRan,
at Atlantic Copper smelter in Huelva, Spain, CEO of Tharsis Mining and director of Metallurgy and
Environment at Cobre Las Cruces Mine (First Quantum). With First Quantum he also participated in
the start-up of Kansanshi Mine smelter in Zambia.
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Governance Introduction
Introductory letter from Company Chair
Dear Shareholder,
On behalf of the Board, I am pleased to present the corporate governance report for the year ended
31 December 2024. The report summarises the role of the Board in providing effective leadership to
promote the long-term sustainable success of Atalaya.
Governance highlights during 2024
This year marked a significant milestone for the Company as we transitioned from the AIM Market
to the Main Market of the London Stock Exchange. With this move we have adopted the UK
Corporate Governance Code 2018 in place of the Quoted Companies Alliance Corporate
Governance Code. We have worked diligently to align our governance framework with the
enhanced expectations, including those regarding board independence, shareholder engagement,
risk management, remuneration structures, and transparency.
Board composition, independence and diversity
We have a broad and diverse range of skills and experience on our Board. Carole Whittall joined the
Board on 3 June 2024 as an independent non-executive director, bringing with her over 25 years of
experience in the natural resources sector across a broad range of functions including
management, finance and M&A.
In January this year we welcomed Coriseo González-Izquierdo to the Board. She is an accomplished
executive with broad commercial and economic experience that will complement and enhance the
skills of our existing Board.
Hussein Barma, Chair of our Remuneration Committee, and Stephen Scott, Chair of our Physical Risks
Committee, have each served over nine years. I, together with my other Board colleagues, have
carefully considered whether their independence has been impaired as a consequence of their
extended tenure and we have concluded that it has not and that they remain independent and
objective. Further details regarding how we have assessed their continued independence and
reached our conclusion can be found on pages 68 and 69.
Hussein Barma has communicated his intention to step down from the Board no later than the
forthcoming Annual General Meeting, having served on the Board since September 2015. Stephen
Scott has also served on the Board for over nine years. At the request of the Board, he has agreed to
defer his resignation until later in 2025 to preserve continuity. He will resign by no later than 31
December 2025.
Governance
The summary report on our compliance with the UK Corporate Governance Code 2018 can be found
on page 62. This year, we are reporting six deviations from the Code and a full explanation as to the
rationale for the deviations has been provided. We expect to conform to all but two by the end of
2025.
The new UK Corporate Governance Code 2024 will apply to us from 1 January 2025. We will be
assessing our compliance and will report to you on progress in our next annual report.
Our first Directors’ Remuneration Policy since moving up to the Main Market received only 67% of
votes in favour at our Annual General Meeting on 27 June 2024. Hussein Barma, Chair of our
Remuneration Committee, and I sought engagement with 30 of our shareholders together holding
almost 80% of our issued share capital. We are very grateful for the feedback we have received. The
Directors’ Remuneration Report on pages 89 to 110 provides more detail regarding the consultation
process and our proposed new policy.
Risk management and accountability
Effective risk management and accountability are essential components of our governance
framework. They ensure that we identify, assess, and respond to risks while seizing opportunities to
drive our strategic objectives. Further information on the role of the Board and its Audit Committee
in monitoring risk management and internal control can be found on pages 78 to 85 of this report.
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61 | Atalaya Mining Copper, S.A. 2024 Annual Report
Sustainability
Our governance framework supports sustainability by embedding environmental, social, and
governance considerations into the Company’s decision-making processes. This ensures that the
business is resilient, adaptable, and prepared to address evolving global challenges such as climate
change, regulatory change, and societal expectations. Through regular reviews and monitoring, the
Board ensures that sustainability initiatives are measurable and integrated into the Company’s
operations.
Looking ahead
Looking ahead, we remain committed to maintaining the highest standards of corporate
governance as we prepare to apply the revised UK Corporate Governance Code 2024. This update
places a stronger emphasis on internal controls, board accountability, and enhanced transparency in
reporting, reinforcing the importance of strong governance in delivering sustainable long-term
success. We will continue to evolve our practices to align with these new expectations while ensuring
that our governance framework supports the Company’s strategic objectives and creates lasting
value for all stakeholders.
Yours sincerely
Neil Gregson
Chair
17 March 2025
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62 | Atalaya Mining Copper, S.A. 2024 Annual Report
UK Corporate Governance Code 2018 – Compliance
Statement
Atalaya’s ordinary shares were admitted to the premium segment of the Official List maintained by
the Financial Conduct Authority and to trading on London Stock Exchange plc’s main market for
listed securities on 29 April 2024.
Atalaya evaluates its governance against the principles and provisions contained in the UK Corporate
Governance Code issued by the Financial Reporting Council (“FRC”) in July 2018 (the “Code”) which
can be found on the website of the FRC www.frc.org.uk. This corporate governance statement
together with the Board committee reports and the Directors’ remuneration report detail how the
Board applies the principles of good governance and best practice as set out in the Code.
The Directors consider that the Company has applied the principles and complied with the provisions
of the Code during 2024 except for the following provisions:
Code Provision
Comment
Explanation
for deviation
5
Workforce engagement
No specified mechanism adopted.
Page 64
15
Executive director significant
appointments
The Chief Executive Officer holds
more than one.
Page 69
19
Chair not to remain in post
beyond nine years from date of
first appointment
Roger Davey was appointed as a
Non-Executive Director of the
Company on 23 April 2010 and
served as Chair from 24 December
2014 to 30 June 2024.
Page 73
20
Appointment of Chair and NEDs
Neither open advertising nor an
external search consultancy was
used to appoint Neil Gregson as
Chair and Carole Whittall as a non-
executive director.
Page 73
36
Share award vesting and holding
periods
The award of share options made
on 12 June 2024 did not have a
five-year vesting and holding
period of at least five years.
Page 103
(DRR)
41
Workforce engagement regarding
executive remuneration
No engagement with the
workforce has taken place to
explain how executive
remuneration aligns with wider
company pay policy.
Page 92 (DRR)
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63 | Atalaya Mining Copper, S.A. 2024 Annual Report
Board Leadership and Company Purpose
Purpose, values and strategy
The Board is committed to promoting the Company’s objective to grow into a multi-asset copper
producer, with a focus on developing sustainable, scalable and low-risk operations. In pursuance of
this objective, the Board has set clear strategic objectives that align with long-term value creation for
shareholders and stakeholders. The Board regularly reviews the Company’s performance against
these objectives through regular updates from management.
The Board supports management’s initiatives to embed the Company’s core values of responsible
and sustainable operation, honesty and accountability to ensure that decision-making at all levels
reflects the Company’s commitment to ethical conduct and sustainability.
Long-term value creation
The Board is committed to ensuring the long-term success and sustainability of the Company. In
fulfilling its responsibilities, the Board has assessed the Company’s business model, focusing on how
value is generated and preserved over the long term.
The Board regularly reviews and evaluates the opportunities and risks that could impact the future
success of the business. This includes monitoring changes in market conditions, regulatory
developments, technological advancements, and stakeholder expectations. The Board has
established robust risk management and internal control frameworks to identify, assess, and
mitigate key risks while leveraging strategic opportunities.
The sustainability of the Company’s business model is underpinned by its commitment to produce
copper in a manner that provides benefits for those regions where it operates, without compromising
the ability of future generations to meet their own needs. The Company’s sustainability strategy
pursues a two-fold objective:
• to provide society with the essential raw materials required for economic growth and energy
transition; and
• to conduct responsible mining that positively impacts local communicates, the environment
and all the Company’s stakeholders.
Strong governance is central to the effective delivery of our strategy. The Board ensures alignment
between governance practices and strategic objectives by fostering transparency, accountability,
and a culture of high integrity throughout the Group. Through its governance oversight, the Board
continues to drive the implementation of initiatives that enhance operational efficiency, strengthen
shareholder relationships, and support long-term value creation.
Culture
The Board actively monitors and assesses the Company’s culture of prioritising safety and fostering
openness, recognising that both are critical to long-term success in the mining sector. Through its
site visits, Board members gain first-hand insight into safety practices. These visits allow the Board to
reinforce the ‘tone from the top’ demonstrating leadership in safety-first principles and ensuring that
a culture of continuous improvement is embedded at all levels of the Company. By setting clear
expectations and holding management accountable, the Board promotes a workplace where safety
is paramount.
Stakeholder Engagement
The Board recognises the importance of effective engagement with stakeholders and is committed
to fostering meaningful dialogue to understand their views and inform decision-making. During the
year, the Board has undertaken a range of activities to ensure stakeholder voices are heard and
considered. Further details can be found in the Sustainability Report.
The Board remains committed to reviewing its engagement practices to enhance stakeholder trust.
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Major Shareholder Engagement
Since his appointment on 1 July 2024, the Chair has, together with the Remuneration Committee
Chair, undertaken a shareholder consultation exercise. Although the primary purpose of the
consultation was executive remuneration, shareholders who engaged were invited to give, and did
give, their views on other matters relating to the Company. The Chair has ensured that the Board as
a whole has a clear understanding of the views of shareholders who engaged with the consultation
process.
Shareholder Engagement following voting at 2024 Annual General
Meeting
At the Annual General Meeting of the Company held on 27 June 2024 (the “AGM”) all resolutions were
successfully passed with the requisite majority of votes, although three resolutions, all of which
related to remuneration, received less than 80% shareholder support. The Chair of the Remuneration
Committee undertook a shareholder consultation exercise to understand the reasons behind the
voting and an update was published on 20 December 2024. For further information regarding the
consultation exercise, the feedback received and the impact it has had on the Remuneration
Committee’s decision-making can be found on pages 93 and 107 of the Directors’ Remuneration
Report.
Workforce engagement
Provision 5 of the Code recommends that boards adopt one of three specified mechanisms to
engage with the workforce: appointing a director from the workforce, establishing a workforce
advisory panel, or designating a non-executive director responsible for workforce engagement.
During the reporting period, the Board did not implement any of these mechanisms. The Board
acknowledges the importance of meaningful workforce engagement and fully supports the
principles outlined in Provision 5 of the Code. 2024 is the first year that the Company has applied the
Code. The Boad has not yet had sufficient time to reach a decision on the approach to workforce
engagement best suited to the Company’s specific circumstances and culture.
Nevertheless, the Board is committed to ensuring that the views and interests of the workforce are
effectively represented in its decision making. During 2025, the Board will give further consideration
to this subject and will choose an approach that is tailored to the Company’s specific circumstances
and culture. Updates on progress will be provided in future reports.
Workforce ability to raise concerns
The Board has delegated to its Audit Committee responsibility for reviewing the effectiveness,
adequacy and security of the Company’s arrangements for its workforce to raise concerns in
confidence and, if they wish, anonymously. For further details of how the Audit Committee has
discharged its responsibility for this, please see page 85.
Conflicts of interest
Directors of the Company are required to disclose in writing to the Board any actual or potential
conflicts of interest. In addition, at the outset of each Board meeting, all the Directors present are
invited to identify any actual or potential conflicts of interest in the business before the meeting
together with the nature and extent of any such actual or potential interest.
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Board activities in 2024
Areas reviewed or actioned in 2024
Outcome
➢
Corporate
•
Move up from AIM to Main Market
Completed on 29 April 2024.
•
Re-domiciliation from Cyprus to Spain
The re-domiciliation completed effective
27 December 2024.
•
Board and management succession
One new independent non-executive
director joined in June 2024 and another
in January 2025.
➢
Strategy
•
Project opportunities
Entry into of earn-in agreements for the
Skellefte Belt and Rockliden Projects in
Sweden.
➢
Financial matters
•
2024 budget
Approved.
•
2023 financial statements and annual
report
Approved for recommendation to
shareholders.
•
2023 final and 2024 interim dividends
2023 final dividend approved for
recommendation to shareholders and
2024 interim dividend approved.
•
Q1, H1 and Q3 results
Approved.
➢
Operations
•
Health and safety
Performance monitored.
•
Exploration
Progress monitored.
•
Mining
Progress monitored.
•
Plant
Operation monitored
➢
Capital projects
Progress of all projects monitored.
•
Solar power plant
•
Road deviation
•
San Dionisio open pit
•
E-LIX phase I
➢
Governance
•
Risk management processes and internal
control system
Reviewed as part of move-up to Main
Market.
•
Risk register
Reviewed and risks monitored.
•
Need for internal audit function
On the recommendation of the Audit
Committee, satisfaction that there is no
immediate need for the establishment of
a dedicated internal audit function,
although this will be kept under review.
•
Board’s annual forward agenda planner
Approval with additional suggestions from
the Board
•
Performance of the Board
Concluded that was performing effectively
with areas for improvement noted.
____________________________________________________________________________________________________
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Division of Responsibilities
Governance Framework
The role of the Board is to promote the long-term success of the Company by providing strategic
direction, ensuring sustainable value creation, monitoring performance, managing risks effectively,
and fostering a culture of integrity and accountability that considers the long-term interests of
shareholders and other stakeholders. The Board delegates certain of its responsibilities to its five
committees:
Nomination
&
Governance
Committee
Remuneratio
n Committee
Audit
Committee
Physical
Risk
Committee
Sustainabilit
y Committee
Chair
Neil Gregson
Hussein
Barma
Carole
Whittall
Stephen
Scott
Kate
Harcourt
Membership
The Chair and
two
Independent*
Non-
Executive
Directors
The Chair and
three
Independent*
Non-Executive
Directors
Three
Independent*
Non-
Executive
Directors
The Chair
and three
Non-
executive
Directors,
two of whom
are
independent
*
Three Non-
executive
Directors, all
of whom are
independent
*
Primary
responsibilit
y
Leading the
process for
Board
appointments
, and
succession
planning for
the Board
and
management
Reviews
directors’ and
officers’
compensation
and
performance
Oversees the
integrity of
the
Company’s
financial
reporting, the
effectiveness
of internal
controls, risk
management
systems, and
the
independenc
e and
performance
of the
external
auditor
Oversees
safety,
health,
environment
and security
matters, and
enterprise-
wide physical
risk
managemen
t of the
Company
Oversees the
strategy and
activities
related to
sustainable
development
and social
responsibility
Further
information
Page 72
Page 89
Page 78
Page 86
Page 87
* Independence as determined by the Board.
The Board delegates the day-to-day management of the Company to the Chief Executive Officer,
including implementing the Board’s strategic objectives, making operational decisions (within the
Board delegation of authority), leading the executive team, managing resources, and ensuring that
the Company’s performance aligns with its goals and governance standards.
Board Roles
The Board recognises the importance of ensuring an appropriate combination of executive and non-
executive directors and that a majority of its members are independent, such that no one individual
or small group of individuals dominates the Board’s decision-making. At least half the Board,
excluding the Chair, are non-executive directors whom the Board considers to be independent:
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67 | Atalaya Mining Copper, S.A. 2024 Annual Report
Name
Role
Independence*
•
Neil Gregson
Non-executive Chair
Independent on
appointment
•
Kate Harcourt
Senior Independent Non-Executive Director
Independent
•
Alberto Lavandeira
Chief Executive Officer
Not independent
•
Hussein Barma
Non-executive Director
Independent
•
Jesús Fernández
Non-executive Director
Not independent
•
Coriseo González-
Izquierdo
Non-executive Director
Independent
•
Stephen Scott
Non-executive Director
Independent
•
Carole Whittall
Non-executive Director
Independent
* Independence as determined by the Board.
The Board has approved a formal statement of the division of responsibilities between the Chair and
the Chief Executive Officer. The Board has also approved a formal statement of the responsibilities of
the Senior Independent Director. Both these documents are available on the Company’s website at:
www.atalayamining.com.
Chair
Neil Gregson was originally appointed as a Non-executive Director on 10 February 2021. He succeeded
Roger Davey as Chair of the Company effective 1 July 2024. Mr Gregson was independent on
appointment when assessed against all the circumstances specified in Code provision 10 as being
likely to impair or could appear to impair a non-executive director’s independence. His key
responsibilities as Chair include:
• the effective running of the Board;
• ensuring that the Board as a hole plays a full and constructive part in the development and
determination of the Group’s strategy and overall commercial objectives; and
• being the guardian of the Board’s decision-making processes.
Senior Independent Director
Kate Harcourt was appointed by the Board to succeed Neil Gregson as Senior Independent Director
effective 1 July 2024.
The key responsibilities of the Senior Independent Director include:
• acting as a sounding board for the Chair and providing support, particularly regarding
governance matters and board dynamics;
• being available to meet with major shareholders to address concerns or discuss issues that
cannot be resolved through standard channels; and
• leading the annual performance review of the Chair.
Chief Executive Officer
Alberto Lavandeira has served as Chief Executive Officer and Managing Director since 24 December
2014.
The key responsibilities of the Chief Executive Officer include:
• the running of the Group’s business;
• proposing and developing the Group’s strategy and overall commercial objectives; and
• implementation of the decisions of the Board and its committees.
Non-executive Directors
Each of the independent and non-independent non-executive directors bring different perspectives
to the Board’s decision-making and ensure that the viewpoints of the Company’s key stakeholders
are represented. They scrutinise and hold to account the performance of management against
agreed performance objectives. They provide constructive challenge, strategic guidance and offer
specialist advice within their individual fields of expertise. All non-executive directors are required to
exercise their independent judgement and act in the best interests of the Company, taking into
account the interests of its stakeholders, in their decision-making.
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Independence
The Board has carefully considered the independence of all the non-executive directors, including
against all the circumstances specified in Code provision 10 as being likely to impair or could appear
to impair a non-executive director’s independence (the “Potentially Impairing Factors”).
Jesús Fernández was appointed by a significant shareholder who has a right to appoint under the
shareholder agreement. As a result, the Board does not consider Jesus Fernandez to be independent.
However, he adds valuable insight as he can provide an investor perspective to the management
team and challenge them accordingly.
The Board considers that all other non-executive directors are independent, including Hussein
Barma and Stephen Scott who have both served more than nine years on the Board (the “Extended-
Tenure NEDs”) which is a Potentially Impairing Factor. Whilst extended tenure could give rise to
concerns regarding independence, the Board has implemented safeguards to ensure that the
Extended-Tenure NEDs remain independent and objective in their roles.
A sub-committee of the Nominations & Governance Committee consisting of Neil Gregson and Kate
Harcourt conducted an in-depth assessment of the independence of each Extended-Tenure NED,
which included a review of their contributions, conduct, and ability to challenge management
effectively.
In addition, each Extended-Tenure NED has given a declaration to the Board:
• affirming their commitment to objectivity and impartiality; and
• confirming that they have no emotional, professional or personal ties with any member of the
Atalaya management team that would inhibit him being objective and challenging and
scrutinising management and serving the interests of the Company first.
Having carefully considered the issue of the continued independence of each Extended-Tenure NED,
that sub-committee was satisfied that:
• their independence of judgement remained unimpaired;
• their extended tenure had not created familiarity bias, nor had it diminished their ability to bring
a fresh perspective; and
• both Extended-Tenure NEDs continued to bring valuable experience and knowledge to the
Board.
Upon the recommendation of the sub-committee, the Board has determined that the Extended-
Tenure NEDs continue to be independent, and they should continue to serve on the Board as
independent non-executive directors whilst succession planning arrangements are implemented to
maintain a degree of continuity, preserving corporate knowledge and supporting effective decision
making.
The Company has already commenced the process of identifying and appointing suitable
independent non-executive. The Company anticipates completing these appointments by the end
of 2025 and that both Extended-Tenure NEDs will have stood down by the end of 2025.
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Board and committee meeting attendance in 2024
There were 14 Board meetings held during the year and a further 32 meetings of the Board’s
committees. These meetings were attended as follows (the numbers in brackets indicating the
number of meetings a director was eligible to attend):
Board
AC
RC
NGC
PRC
SC
Total № of
meetings
13
6
10
10
2
4
H Barma
1
13 (13-4)
6 (6)
2 (2)
4 (4)
R Davey
13 (13)
2 (2)
3 (4)
J Fernández
5 (13)
0 (2)
N Gregson
2
12 (13)
2 (2)
10 (10)
10 (10)
2 (2)
K Harcourt
13 (13)
10 (10)
10 (10)
4 (4)
A Lavandeira
12 (13)
S Scott
13 (13)
6 (6)
10 (10)
10 (10)
2 (2)
C Whittall
3
5 (5)
4 (4)
1
Dr Barma joined the Remuneration Committee on 1 July 2024.
2
Mr Gregson stepped down from the Audit Committee on 1 July 2024.
3
Ms Whittall Joined the Board and the Audit Committee on 3 June 2024.
Time commitment
Non-executive directors are required to seek the agreement of the Chair before accepting additional
commitments that might affect the time they are able to devote to their role as a non-executive
director of the Company. Details of directors’ external commitments are contained within their
individual biographies on pages 54 to 59.
When considering the appointment of Carole Whittall during the year, the Board considered the
demands on her time of her full-time executive role. None of the other non-executive directors has
taken on any additional appointments during the year.
External commitments
Details of directors’ external commitments are contained within their individual biographies on
pages 54 to 59. The Nomination & Governance Committee considers each director’s external
commitments and the impact on the ability of each to devote sufficient time to the Company’s affairs
annually.
When considering the appointment of Carole Whittall during the year, the Board considered the
demands on her time of her executive role. None of the other Non-executive Directors has taken on
any additional appointments during the year. The Board is satisfied that, having considered the
demands of the external appointments of each Non-executive Director and the time requirements
from the Company, each Non-executive Director standing for re-election at the forthcoming Annual
General Meeting continues to contribute effectively to the operation of the Board.
Provision 15 of the Code recommends that full-time executive directors should not take on more than
one non-executive directorship in a FTSE 100 company or other significant appointment.
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The Chief Executive Officer, Alberto Lavandeira, has been a non-executive director of ASX-listed Black
Dragon Corp, since 10 July 2017. On 17 June 2024 he was appointed as a non-executive director of
ASX-listed Predictive Discovery Limited. Prior to Mr Lavandeira accepting the second appointment,
the Board considered:
• the demands of Mr Lavandeira’s role as Chief Executive Officer of the Company;
• the expected time commitment from the two non-executive directorships;
• whether there were any perceived or actual conflicts of interest;
• public perception of Mr Lavandeira’s ability to focus on his primary executive responsibilities;
• the robustness of the executive team to handle additional pressures if Mr Lavandeira’s focus was
occasionally diverted; and
• delegation mechanisms in place to manage any absence.
The Committee also considered the potential benefits to Atalaya, in terms of expanded networks,
additional insights, and broader market intelligence.
The Board determined that two non-executive listed-company appointments would not impair
Mr Lavandeira’s effectiveness in leading the Company. This determination was based on Mr
Lavandeira’s proven capacity to manage such commitments effectively, supported by the
delegation structure within the executive team. The Board will review this arrangement
periodically to ensure that it remains appropriate and in the best interests of Atalaya.
Information and support for directors
Company Secretary
Inter Jura CY (Services) Limited served as the Company Secretary throughout the year under review.
On 21 January 2025, following completion of the re-domiciliation of the Company from Cyprus to
Spain, Mrs. Frances Robinson was appointed Company Secretary and Mr. Ignacio Moreno was
appointed Deputy Company Secretary. Their appointment and removal are a matter for the whole
Board. All directors have a right of access to the Company Secretary, who is accountable to the Board,
through the Chair, on all governance matters.
Induction
Upon appointment, all new directors undergo a comprehensive induction programme tailored to
familiarise them with their role and responsibilities. This programme includes meetings with existing
directors, key members of the senior management team, and the Company's professional advisors.
In addition, to provide firsthand insight into the Company's operations, new directors are afforded
the opportunity to visit Atalaya's facilities in Spain, gaining a deeper understanding of its operational
dynamics.
During the year under review, Carole Whittall was given a comprehensive induction programme
which included meetings with the Chief Executive Officer, Chief Financial Officer, Chief Operating
Officer, Sustainability Manager, and Laboratory Manager. It also included a visit to the Company’s
Cerro Colorado open pit mine, plant and laboratory. This was in addition to her induction as a
member of the Audit Committee, details of which can be found on page 85.
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Training
The Board maintains a good working knowledge of the copper mining industry and how the
Company operates within that industry as well as being aware of upcoming developments in the
wider legal and regulatory environment.
Directors attend external seminars and briefings in areas considered appropriate for their own
professional development. During the year, this included cyber security, executive remuneration, and
audit committee technical update.
During the year the Company invited Salterbaxter Communications Limited and Environmental
Resources Management (ERM) Iberia to deliver Board training in, respectively, ESG regulations for
UK listed companies and ESG regulations in Spain. Canaccord Genuity Limited delivered training on
the changes to the UK Listing Rules and continuing obligations as a director of a UK listed company.
In addition, Linklaters LLP and BMO delivered further training to the board.
Independent professional advice
The directors are entitled to seek independent professional advice in furtherance of their duties if
they consider this necessary.
Directors’ and officers’ liability insurance
The Company maintains directors’ and officers' liability insurance, which provides appropriate legal
cover for legal action brought against its directors.
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Composition, Succession and Evaluation
Nomination and Governance Committee
Committee composition
The Board has established a Nomination and Governance Committee which consists of two
independent non-executive directors and the Company Chair. Information on the skills and the
experience of all Committee members can be found on pages [●70 to 74●].
Committee membership and attendance at meetings
Attendance in 2024
Member since:
N Gregson (Chair)
10(10)
29 November 2022
K Harcourt
10(10)
29 November 2022
S Scott
10(10)
29 November 2022
Role of the Committee
The Committee’s role is to lead the process for Board appointments, ensure plans are in place for
orderly succession to Board and senior management positions, and oversee the development of a
diverse pipeline for succession. The Committee’s terms of reference, which are reviewed annually, are
available on the Company’s website at www.atalayamining.com/sustainability/good-governance.
How the Committee operates
The Committee meets at least three times a year. Time is made available at each meeting to allow the
Committee to discuss matters amongst themselves without management being present.
Meetings are held in advance of the Board meetings to allow the Committee Chair to provide a report
to the Board on the key matters discussed and for the Board to consider any recommendations made.
Committee activities in 2024
The Committee met 10 times during the year under review and all Committee members attended all
meetings that they were eligible to attend.
The table below summarises the areas that the Committee reviewed or actioned in 2024 and the
outcome. Further detail can be found on pages [●88 and 89●] below.
Areas reviewed or actioned in 2024
Outcome
➢
Appointment of Chair
Appointment of Neil Gregson who was re-
elected at the 2024 AGM
➢
Appointment of Senior Independent Director
Appointment of Kate Harcourt who was re-
elected by shareholders at the 2024 AGM
➢
Appointment of Non-Executive Directors
Appointment of Carole Whittall who was
elected by shareholders at the 2024 AGM
Appointment of Coriseo González-
Izquierdo who will be submitted for
election by shareholders at the 2025 AGM.
➢
Governance
•
Committee’s annual forward agenda
planner
Approval with additional suggestions from
Committee.
•
Committee’s terms of reference
Inclusion of matters in Committee’s annual
forward agenda planner.
•
Performance of Committee
The Committee conducted a review of how
it had met its terms of reference during the
year and its performance and concluded
that it had met its terms of reference and
continued to perform effectively.
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Annual re-election of Directors
In accordance with provision 18 of the Code, all directors subject themselves to annual re-election.
The Annual General Meeting circular contains an explanation as to the reasons why each director’s
contribution is, and continues to be, important to the Company’s long-term sustainable success.
Board appointments
• Appointment of Chair
Roger Davey had served as a Non-Executive Director of the Company since 23 April 2010 and as
Chair since 24 December 2014. The Board was mindful of provision 19 of the Code which provides
that the Chair should not remain in post beyond nine years from date of their first appointment.
For this reason, the Board took steps to identify a successor to Mr Davey as soon as practicable
following the Company’s move to the Main Market on 29 April 2024.
On 20 May 2024, the Company announced that Neil Gregson, the then Senior Independent
Director, would succeed Mr Davey as Chair with effect from 1 July 2024 and that Mr Davey would
retire from the Board on 31 December 2024.
Provision 20 of the Code provides that open advertising and/or an external search consultancy
should generally be used for the appointment of the chair.
In the interest of ensuring continuity, the Board determined that appointing an existing
independent non-executive director as chair was in the best interests of the Company and its
stakeholders. Stephen Scott led the Board discussions regarding potential eligible internal
candidates for chair succession. Neil Gregson emerged as the most suitable eligible candidate
who was able to assume the role and thereafter recused himself from all further discussions on
the subject. Mr Gregson has served as an independent non-executive director since 10 February
2021 and has consistently demonstrated exemplary leadership in his committee chair rules,
governance expertise and a thorough understanding of the Company’s operations. His
appointment was unanimously endorsed by the Board. The Board believes that this approach
balanced the principles of good governance with the needs of the Company at the time. It
ensures a seamless transition of leadership, continuity of oversight and retention of corporate
memory.
• Appointment of Non-executive Director
Provision 20 of the Code also provides that open advertising and/or an external search
consultancy should generally be used for the appointment of non-executive directors.
The Board decided to leverage the networks of the existing non-executive directors to identify
and appoint Carole Whittall as a new non-executive director. This approach was chosen to ensure
that the selected candidate possessed the specific skills, experience and cultural alignment
required to complement the existing Board composition. The appointment process involved a
rigorous internal evaluation of potential candidates identified through these networks, ensuring
transparency, objectivity, and alignment with the Company’s strategic needs and in accordance
with the Company’s board diversity policy.
Carole Whittall was identified as an outstanding candidate due to her extensive experience in
the natural resources sector and particularly in accounting and finance. The Board is confident
that this targeted approach has resulted in the appointment of a highly qualified individual who
will contribute significantly to the Company’s success.
The Board remains committed to the principles of the Code and for the subsequent and current
ongoing non-executive director search process, an external search firm is being used.
Succession planning
In anticipation of the retirement of Roger Davey on 31 December 2024, the Committee engaged with
three external search consultancy firms with a view to appointing one of them to assist with the
search process. Following consideration of each firm’s proposal, the Committee resolved to appoint
Cripps Leadership Advisors Ltd (“CLA”) to assist with the search. With the support of CLA, the
Committee formulated the key attributes and core competencies required for the role. CLA then
presented to the Committee profiles of 23 potential candidates who met all or some of the required
attributes. The Committee reviewed each of the profiles and thereafter seven candidates were
shortlisted for interview. Following the interview process, the Committee recommended to the Board
that Coriseo González-Izquierdo be appointed.
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For the purposes of the management succession plan, the Committee engaged a third-party
consultant to assess the individuals who had been identified by the Committee as potential suitable
internal successors to the existing c-suite roles. This process resulted in the identification of internal
successors to each of the three c-suite roles.
Board evaluation
In January 2025, the Board conducted a formal effectiveness review encompassing an evaluation of
the Board as a whole, its committees and individual directors. The review was led by the Chair.
The evaluation comprised a combination of questionnaires, individual one-on-one conversations and
a general group discussion amongst Board members:
• For the purposes of the review of the performance of each individual NED, each independent
NED completed a detailed questionnaire regarding their own individual performance, that of the
Board and each of its committees and submitted it to the Chair. That questionnaire was then
discussed in a private meeting between the Chair and the independent NED. Any feedback
relating to the performance of individual committees was fed back to the relevant committee
chair.
• For the purposes of the review of the performance of the Chair, the Senior Independent Director
sought feedback from all other Board members. The Senior Independent Director then
discussed the feedback with the Chair in a private meeting.
• For the purposes of the review of the performance of the CEO, the Chair sought feedback from
all other directors. In addition, the CEO was requested to complete a bespoke questionnaire. The
Chair and the CEO then held a private meeting to discuss the completed questionnaire,
feedback received from the Board and feedback which the CEO wished to give to the Board.
The Chair presented an overall summary of the findings from the evaluation process to the Board for
discussion. This included recommendations made by individual directors. The Board discussed these
and agreed that it, its committees and individual directors were operating effectively, whilst also
noting areas for improvement including
• strengthening oversight mechanisms to ensure that key projects are effectively monitored and
aligned with strategic objectives;
• enhancing risk management processes and reporting to ensure a more proactive approach to
identifying and mitigating key risks;
• assessing and refining the composition of the Board and its committees to ensure an
appropriate distribution of committee work; and
• expanding Board briefings on key topics of interest to support informed decision-making and
enhance Board engagement.
The Board recognises the importance of regular and effective evaluation to enhance its performance.
In line with the UK Corporate Governance Code, the Board is mindful of the recommendation to
undertake an externally facilitated evaluation at least every three years. During the year, the Board’s
Nomination & Governance Committee considered whether to commission an external evaluation but
concluded that it would not be appropriate at this stage. This decision was based on the fact that the
Company adopted the Code part way through the year upon becoming listed on the Main Market
and that the Board’s composition is undergoing planned changes. One director retired in 2024 and
a further two retirements are expected in 2025. Given this ongoing transition, the Board believes that
an externally facilitated review would be more effective once these changes have been implemented.
In the interim, the Board will continue to conduct internal evaluations to assess its effectiveness and
will revisit the timing of an external review in due course to ensure it delivers maximum value.
Diversity and inclusion
The Board recognises the benefits of diversity in its broadest sense and believes that the Board’s
effectiveness is improved by a diverse balance of age, gender, ethnicity, sexual orientation, disability,
educational, professional and socio-economic backgrounds, and cognitive and personal strengths.
Together, this brings the widest possible breadth of perspectives, insights and challenge to the
decision-making process, ultimately ensuring the Board and senior management are equipped to
promote the long-term success of the Company.
The Company has a Board Diversity Policy which sets out the approach to diversity on the Board and
across the senior management population. While the policy does not separately extend to the Audit,
Remuneration, and Nomination & Governance Committees, all members of these committees are
directors and are therefore already subject to the Board’s diversity principles. The Board considers all
aspects of diversity when reviewing its composition.
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Gender balance
The gender balance of those in senior management and their direct reports as at 31 December 2024
was as follows:
Senior management consists of the executive management team and their direct reports.
Diversity disclosures pursuant to Listing Rules 6.6.6R(9) and (10)
The Listing Rules require companies to state whether they have met certain targets on board
diversity. The information in the table below is as at 31 December 2024. The targets set out in the
Listing Rules are that:
• at least 40% of the individuals on its board of directors are women
• at least one of the following senior positions on its board of directors is held by a woman (the
chair, SID, CEO, or CFO); and
• at least one individual on its board of directors is from a minority ethnic background.
As at 31 December 2024 the Company met two of the three targets. Since 31 December 2024, Roger
Davey retired from the Board and Coriseo González-Izquierdo was appointed in his place, increasing
the percentage of women on the Board to 37.5%. In line with regulatory and governance
expectations, the Company is committed to ensuring at least 40% of its Board is composed of
women, Given the Company’s Board size of eight members, this equates to either 37.5% or 50%. The
Board’s Nomination & Governance Committee continues to prioritise diversity and inclusion in future
appointments, ensuring that gender representation remains a key consideration while balancing the
need for the right mix of skills and experience.
69%
31%
Male Female
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Gender
diversity
№ of Board
members
% of the
Board
№ of senior
positions on
Board
№ in
executive
management
% of
executive
management
Men
6
75%
2
3
100%
Women
2
25%
1
0
0%
Not specified
/ prefer not to
say
0
0%
0
0
0%
Ethnic background
diversity
№ of Board
members
% of the
Board
№ of senior
positions on
Board
№ in
executive
manageme
nt
% of
executive
manageme
nt
White British or
other White
(including
minority-white
groups)
7
75%
3
3
100%
Mixed/Multiple
ethnic groups
0
0%
0
0
0%
Asian/Asian British
1
12.5%
0
0
0%
Black/African/Carib
bean/Black British
0
0%
0
0
0%
Other ethnic group
0
0%
0
0
0%
Not specified /
prefer not to say
0
12.5%
0
0
0%
Each Board or member of executive management has confirmed their gender and ethnic
background and the above data has been collated from those confirmations.
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Audit, Risk and Internal Control
Introductory letter from Audit Committee Chair
Dear Shareholder,
I am pleased to introduce Atalaya’s Audit Committee report for the financial year ended 31 December
2024. The report summarises the areas of focus and work conducted by the Committee over the
course of the last year in fulfilment of its responsibilities.
I assumed the role of Audit Committee Chair at the end of October 2024 as we began planning for
the external audit for the year under review. On behalf of the Board, I would like to extend my thanks
to Hussein Barma for his dedicated leadership of the Committee. Neil Gregson stood down as a
member of the Committee on 1 July 2024 following his appointment as Company Chair. On behalf of
the Committee, I would like to thank him for his contributions to the Committee over his years of
service.
External auditor tender
In anticipation of completion of the Company’s re-domiciliation from Cyprus to Spain, the Committee
undertook a comprehensive tender process for the appointment of the external auditor. Following
this process, PricewaterhouseCoopers Auditors, S.L. (Spain) was appointed as the Company’s new
external auditor. Further details of the tender process can be found on page 82.
Review of material issues
The Committee’s primary objective is to support the Board in overseeing the integrity of financial
reporting and ensuring effective risk management and control.
During the year, our areas of focus included ensuring our annual report provides a fair, balanced, and
clear assessment of the Company’s performance, strategy, and risks and establishing that the
financial statements provide a true and fair view of the Group’s financial affairs. As part of this process,
we considered the significant financial judgements made during the year, together with other key
financial reporting issues. Further details can be found on page 80.
We also considered the scope for management override of controls, the risk of revenue recognition
(including the potential for fraud therein), and valuation of mining assets. We found no concerns
arising from this review.
A description of the material issues that the Committee considered during the year can be found on
pages 79 to 85.
Viability and going concern
The Committee considered the going concern statements in the interim and full-year financial
statements. The Committee also conducted a detailed review of the Company’s viability statement
in the Annual Report. This included consideration of the appropriateness of the five-year viability
assessment period, the assumptions, the principal risks and uncertainties considered, and the
sensitivities tested. Following this review, the Committee was satisfied that management had
conducted robust viability and going concern assessments and recommended approval of these to
the Board. Further information on how the viability statement was developed can be found on page
81. The viability and going concern statements can be found on pages 31 and 47.
Risk, control, and assurance
The Committee ensures the effectiveness of the Company’s risk management framework and
internal controls. This included oversight of key risks, both financial and operational. Further
information regarding the Committee’s oversight role can be found on page 84.
Looking ahead
The Committee will continue to focus on maintaining high standards of financial integrity and
governance. We will consider the changes to the UK Corporate Governance Code, particularly the
new requirements with respect to risk management and internal controls which will impact future
reporting periods.
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On behalf of the Audit Committee, I would like to thank the management team, our former auditors,
Ernst & Young Cyprus Ltd, and our new auditors, PricewaterhouseCoopers Auditores, S.L. (Spain) and
PricewaterhouseCoopers Limited (Cyprus), for their support and constructive engagement
throughout the year.
Yours sincerely
Carole Whittall
Chair of Audit Committee
17 March 2025
Audit Committee Report
Committee membership and attendance at meetings
Attendance in 2024
Member since:
Carole Whittall
(Chair since 26 October 2024)
4/4
1 July 2024
Hussein Barma
(Chair until 26 October 2024)
6/6
24 November 2015
Stephen Scott
6/6
11 October 2023
Neil Gregson
(Member until 1 July 2024)
2/2
25 October 2022
Committee composition
The Committee is composed solely of non-executive directors. The current Committee Chair is
independent. Although the other current Committee members have served more than nine years on the
Board and therefore do not meet the presumptive independence criteria set out in provision 10 of the
UKCGC, the Board has considered their extended tenure in the context of their independence and has
concluded that they remain independent and objective and that it is appropriate that they remain as
members of the Committee whilst Board succession planning arrangements are implemented in order to
maintain a degree of continuity. For more information regarding the Board’s consideration of their
independence, please see page 68. The Board is satisfied that the Committee Chair has recent and
relevant financial experience as required by the UKCGC and that the Committee as a whole has
competence relevant to the sector in which the company operates. More information on the skills
and the experience of all Committee members can be found on pages 54 to 59.
Role of the Committee
The Committee’s role is to provide oversight of the Company’s financial and narrative reporting
statements, to monitor the effectiveness of systems of internal control and risk management, to
monitor the integrity of the Group’s external audit processes, and to keep under review the need for
an internal audit function. The Committee’s terms of reference, which are reviewed annually, are
available on the Company’s website at www.atalayamining.com/sustainability/good-governance.
How the Committee operates
The Committee meets at least three times a year. In addition to Committee members, the Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, Company Secretary, and
representatives of the external auditor also attend Committee meetings by invitation where
appropriate. Time is made available at each meeting to allow the Committee to discuss matters
amongst themselves or with the external auditor without management being present.
An annual planner of matters for the Committee to review informs the agendas for each Committee
meeting. The Committee receives information in advance of its meetings including information and
reports from the external auditor and the Chief Financial Officer and his team.
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Committee meetings are scheduled to coincide with key dates in the Company’s financial reporting
and audit cycle calendar. Meetings are held in advance of the Board meetings to allow the Committee
Chair to provide a report to the Board on the key matters discussed and for the Board to consider any
recommendations made. The Committee Chair also meets regularly with representatives of the
external auditor.
Committee activities in 2024
The Committee met six times during the year under review and all Committee members attended all
meetings that they were eligible to attend. A representative of the external auditor attended all
meetings of the Committee during the year. The Committee met in closed session without
management present on one occasion during the year.
The table below summarises the areas that the Committee reviewed or actioned in 2024 and the
outcome. Further detail can be found on pages 79 to 85●] below.
Areas reviewed or actioned in 2024
Outcome
➢
Financial and narrative reporting
•
Full year, half-year, and quarterly reports
Recommendation to the Board for
approval.
•
Key accounting judgements and estimates
Agreement with management’s key
judgements and estimates.
•
Going concern and viability statements
Satisfaction that statements provide a
balanced and transparent view and that
there were no gaps or weaknesses that had
been identified that required additional
analysis or disclosure.
•
Fair, balanced and understandable
assessment
Recommendation that annual report and
financial statements taken as a whole were
fair, balanced and understandable.
➢
External audit
•
Conduct of tender process
PricewaterhouseCoopers Auditores, S.L.
(Spain) was appointed by shareholders as
the external auditor for the financial year
ended 31 December 2024 subject to the
cross-border conversion to Spain taking
effect prior to 31 December 2024.
•
Reports from external auditor (including
external audit findings)
Assurance that external audit was effective.
•
Full-year audit plan and significant audit
risks
Assurance that external audit sufficiently
robust.
•
External auditor’s independence and
expertise
Satisfaction that there were no matters
impacting the auditor’s independence or
objectivity and satisfaction that there was
not lack of expertise that might impact
audit quality.
•
Policy on employment of former employees
of the external auditor
Enhancement of assurance of
independence of external audit and
compliance with Committee terms of
reference.
•
Effectiveness of external audit process
The Committee was satisfied that the
external audit remained effective.
➢
Internal control and risk management
•
Risk management processes and internal
control system
The Committee confirmed to the Board
that it had reviewed the effectiveness of the
Group’s systems of internal control and risk
management for the period under review
•
Risk register
No changes to the principal risks were
made.
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•
Need for internal audit function
Satisfaction that there is no immediate
need for the establishment of a dedicated
internal audit function, although this will be
kept under review.
➢
Governance
•
Training
Circulation of relevant briefings and
Inclusion of relevant matters in
Committee’s forward agenda planner.
•
Committee’s annual forward agenda
planner
Approval with additional suggestions from
Committee.
•
Committee’s terms of reference
Inclusion of matters in Committee’s annual
forward agenda planner.
•
Performance of Committee
The Committee concluded that it
continued to perform effectively.
Financial and narrative reporting – significant areas considered
➢ Key accounting judgements and estimates
• Revenue recognition
Revenue recognition is a key area of focus, in particular the risk of material error in relation
to revenue recognition for sales of concentrate. The Committee reviewed the external
auditor’s audit procedures for addressing this risk and findings. The Committee considered
the appropriateness of the recognition and was comfortable with the conclusions reached.
• Carrying value of mining assets and investments
The Committee considered the carrying value of the Group’s mining assets in Spain.
➢ Riotinto operating project: The Committee considered the impairment testing
work that had been carried out by management together with the review work
that had been carried out by the external auditor, particularly with regard to
capitalisation of €7,567k of expenses related to the implementation of ELIX
(owned by Lain Technologies). The Committee challenged management’s
confidence in the technology’s ability to contribute to the Company’s growth
and operational efficiency in the future. The Committee also considered and
challenged management’s financial model which estimated the potential
returns that could be realised from the technology over time. The Committee
concluded that management’s recognition of the capitalisation of Lain
Technologies expenses was reasonable and was satisfied that that the related
disclosures in the financial statements provided a clear and transparent
explanation of the rationale and its impact.
➢ Touro development project: The Committee considered and challenged
management’s reversal of a €6,948k impairment made in 2019 in relation to this
project and the decision to record the assets and liabilities of the project in the
expectation of the Company exercising its right to acquire up to 80% ownership
of the project. Following discussion with management and the external auditor
and noting that an independent expert valuation had been carried out as at 31
December 2024 (the method and hypotheses used having been evaluated by
the external auditor), the Committee concluded that it was appropriate to
reverse the previous impairment charge and to record assets and liabilities in
the expectation of the Company exercising its right to acquire up to 80% of the
project. The Committee was also satisfied that the related disclosure in the
financial statements provided a clear and transparent explanation of the
rational for the reversal.
➢ Masa Valverde and Ossa Morena development projects: The Committee was
satisfied that no impairment was required.
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• Scope for management override of controls
Management override of controls is a general presumptive audit risk. The external auditor
reported to the Committee that it had not identified any instances of material fraud or of
management override of controls. In connection with the Company’s move up to the Main
Market during the year the Committee reviewed the adequacy of the Company’s financial
position and prospects procedures and reviewed management’s assessment of internal financial
controls, forecasting processes, and risk management including challenging management’s
assumptions. The Committee believes that there is a culture of ethical behaviour across the
Group and a strong control environment that both deters and prevents fraud.
➢ Going concern and viability statements
• Going concern
The Committee reviewed and challenged management’s forecasts for 2025 and 2026 and
considered risks to the projections and underlying assumptions and judgements. The
Committee also reviewed the adequacy of the disclosures in Note 3 to the financial
statements relating to going concern. The Committee concluded that it was satisfied that
it remained appropriate to prepare the financial statements on a going concern basis. The
going concern statement can be found on page 47 of the Annual Report.
• Viability statement
The Committee reviewed management’s work in conducting a thorough assessment of
those risks which could threaten the business model and the Company’s future viability.
This assessment included identifying severe but plausible risk events for each of the Group’s
principal risks as well as considering interdependencies and the overall impact from
multiple risks being realised. For those risks severe enough to impact the viability of the
Group, a sensitivity analysis was performed to understand the potential impact which the
Committee considered. The Committee considered the findings from this analysis together
with the proposed text of the viability statement and concluded that the viability statement
appropriately reflected:
o the principal risks and uncertainties facing the business, including their potential
impact on the Company’s solvency and liquidity; and
o the scenario analyses performed to support the statement.
The Committee also reviewed the five-year viability assessment period and concluded that
it was appropriate. The Committee therefore recommended approval of the viability
statement to the Board. The viability statement can be found on page 31 of the Annual
Report.
➢ Fair, balanced and understandable
On behalf of the Board, the Committee has considered whether, in its opinion, the Annual Report
and Financial Statements (the “AR&FS”), taken as a whole, is fair, balanced and understandable
and whether it provides the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
To do this, the Committee considered a draft of the AR&FS at an early stage to enable sufficient
time for comment and review to check the overall balance and consistency. As part of this
process, the Committee considered and, where appropriate, challenged management as to
whether:
• the narrative in the annual report and the financial reporting in the financial statements
was consistent;
• the key judgements referred to in the narrative reporting and the significant accounting
issues included in the audit committee report were consistent with the disclosures in the
financial statements;
• important messages were highlighted appropriately throughout the AR&FS;
• there were any omissions that should have been included;
• KPIs were appropriate disclosed based on the financial reporting;
• key messages in the narrative were reflected in the financial reporting;
• statutory and adjusted measures were explained clearly with appropriate prominence;
• there was any inconsistency with the matters that the external auditor intended to include
in its report.
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External audit
➢ External audit tender
• Background
Ernst & Young Cyprus Limited were appointed auditors to the Company on 31 May 2017 and
audited the financial statements of the Company up to and including those in respect of
the year ended 31 December 2023. It was reported in the Company’s 2023 annual report that
the Board expected to conduct a tender process for the appointment of a new auditor
consequent upon the re-domiciliation of the Company from Cyprus to Spain.
• Planning
The Committee resolved to appoint a selection sub-committee authorised to carry out the
tender process and make recommendations to the Committee. That sub-committee
consisted of Hussein Barma, the then chair of the Committee, Neil Gregson, then a member
of the Committee, Kate Harcourt, chair of the Sustainability Committee, and César Sánchez,
the Chief Financial Officer. The chair of the Sustainability Committee was included as a
member of the sub-committee because, in addition to tendering for the external audit, the
Company was simultaneously conducting a tender for an independent assurance
engagement for the Company’s sustainability report.
The corporate department prepared the formal request for proposals document pursuant
to which five firms were invited to submit proposals. This document was reviewed and
approved by the sub-committee.
• Selection criteria
The sub-committee prepared a list of key selection criteria for both tenders which, in respect
of the audit tender, included:
o mining sector experience;
o audit quality and process;
o integration of UK and Spanish teams to accommodate the Company’s move to the
main market and re-domiciliation to Spain;
o conflicts and independence;
o fees, value for money and cost management; and
o understanding of, and culture fit with the Company.
• Presentations and review of proposals
Five firms made two presentations, one to the members of the finance team and the other
to the rest of the sub-committee including the Chief Financial Officer. The content of each
of the presentations and each firm’s proposal document was considered in detail by the
sub-committee. The sub-committee also considered feedback received from members of
the Chief Financial Officer’s finance team who had met with team members of the potential
audit firms. Following the presentations and internal discussions, two firms were shortlisted
based on their experience, mining expertise and fees.
• Recommendation to the Board
The sub-committee proposed two firms to the Committee for consideration. The
Committee and the Sustainability Committee both resolved to recommend to the Board
the appointment of PricewaterhouseCoopers for, respectively, the external audit and the
sustainability assurance provision.
➢ Effective, objective, independent and quality audit
• Role of the Committee
The Committee’s role is to ensure that the annual external audit is effective, objective,
independent, appropriately priced and of a high quality.
• Effectiveness
The Committee considered several factors when determining the effectiveness of the
external audit, including whether:
o the audit plan was comprehensive;
o the audit team was appropriately resourced;
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o the audit team demonstrated competence, technical expertise and mining industry
knowledge;
o accurate and preceptive advice on key accounting and audit judgements, technical
issues, and best practice was provided;
o the auditor worked effectively with management;
o the auditor applied professional scepticism and provided constructive challenge to
management;
o useful areas for improvements in company procedures were highlighted; and
o audit work was completed to schedule and within the agreed fee.
Following completion of its review, the Committee concluded that it was satisfied with the
effectiveness of the external audit and the effectiveness of PricewaterhouseCoopers.
• Audit fees
The Committee considered the level of audit fees proposed to be charged by the external
auditor at the time of the audit tender. It also considered a supplementary audit fee so that
additional work could be carried out on the valuation of the Company’s subsidiaries. The
Committee concluded that the level of fees proposed to be charged for the audit was
appropriate to enable an effective and high-quality audit to be conducted.
• Non-audit fees
The Committee has approved a policy on the provision of non-audit services by the external
audit to mitigate any threat related to the external auditor’s independence. This policy is
reviewed regularly by the Committee to safeguard the ongoing independence of the
external auditor.
Details of the fees paid to PricewaterhouseCoopers for audit and non-audit services are
shown in Note 31 to the financial statements. The non-audit services provided by
PricewaterhouseCoopers related to sustainability assurance services and reviewing the
Company’s interim results to 30 June 2024.
• Independence
The external auditor has explained to the Committee its processes for maintaining
independence.
The external auditor has also provided the relevant information to the Committee so that it
can monitor the level of fees paid by the Company compared to the overall fee income of
the firm, office and partner.
To further safeguard the external auditor’s independence, during the year the Committee
agreed with the Board a policy on the employment of former employees of the external
auditor.
PricewaterhouseCoopers has confirmed to the Committee its independence and
objectivity from the Company and both the Committee and the Board are satisfied that:
o PricewaterhouseCoopers has adequate policies and safeguards in place to ensure
that its objectivity and independence are maintained; and
o There are no matters impacting PricewaterhouseCoopers’ independence or
objectivity.
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Risk management and internal controls
➢ Principal features of internal control and risk management systems in relation to financial
reporting
The Company has established a comprehensive internal control and risk management
framework to ensure the integrity, accuracy, and reliability of its financial reporting process.
These controls are designed to safeguard the Company’s assets, ensure compliance with
applicable laws and regulations, and provide reasonable assurance over the preparation of
financial statements.
Key features of the Company’s internal control and risk management systems in relation to the
financial reporting process include:
• Governance and oversight: The Board, supported by the Committee, oversees the financial
reporting process and the effectiveness of internal controls.
• Financial reporting policies and procedures: The Company has established clear
accounting policies, aligned with International Financial Reporting Standards and a
structured financial reporting framework to ensure consistency and compliance. There is a
formalised timetable and reporting calendar that governs the preparation and review of
financial reports, including quarterly, interim and annual statements.
• Risk assessment and management: The Company maintains a risk management
framework to identify, assess, and manage financial reporting risks, including fraud,
misstatements, and regulatory compliance risks. Regular risk assessments are conducted
to evaluate emerging financial risks, with appropriate mitigating actions implemented.
• Internal controls and compliance: A system of internal controls is in place to ensure the
completeness, accuracy, and validity of financial data, including segregation of duties,
approval thresholds, and reconciliations. The Company also operates a whistleblowing
mechanism to enable employees and stakeholders to report concerns related to financial
integrity and fraud. See page 85 below for further information regarding the whistleblowing
mechanism.
• External audit and assurance: The Company engages an independent external auditor to
conduct an annual audit of its financial statements, ensuring compliance with regulatory
and accounting standards. The Committee oversees the external audit process, reviewing
findings and recommendations to enhance financial reporting integrity. See pages 79 to 85
above for further information regarding financial narrative reporting and the external audit.
• IT and financial systems controls: Robust IT controls are in place to protect financial data,
including access restrictions, cybersecurity measures, and automated system validations.
➢ Role of the audit committee
The Board has delegated to the Committee responsibility for:
• monitoring and managing relevant risks; and
• reviewing and challenging where necessary the effectiveness and adequacy of the
Company’s internal financial systems that identify, assess, manage and monitor financial
risks, and other internal control and risk management systems.
The Company has several processes in place to provide effective internal control including
various compliance and business integrity policies and a risk management framework under
which controls, and their effectiveness, are managed and evaluated.
A description of the Group’s risk management framework and process together with a summary
of the principal risks and uncertainties to which the Company is exposed can be found on pages
23 to 30 of the strategic report.
➢ How the Committee fulfilled its role in 2024
The Committee:
• regularly reviewed the Company’s risk registers with a focus on its financial and strategic
risks and associated mitigation plans and, where appropriate, the Committee challenged
management regarding risk scores;
• considered the Company’s approach to identifying and managing emerging risks;
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• Prior to the Company’s move-up to the Main Market, the Committee considered
management’s review of the Company’s compliance and business integrity policies. During
the year there have been no reported breaches of any of those policies.
During the year an independent firm of accountants was engaged to prepare a report on the
Financial Position and Prospects Procedures (FPPP) for the Group in connection with the
Company’s move from AIM to the Main Market. That engagement provided an additional level
of comfort for the Committee and the Board regarding the adequacy of the Group’s internal
control environment.
The Committee has confirmed to the Board that it has reviewed the effectiveness of the Group’s
systems of internal control and risk management for the period under review and that it has not
identified any significant failings or weaknesses.
➢ Whistleblowing
The Board has delegated to the Committee responsibility for reviewing the effectiveness,
adequacy and security of the Company’s whistleblowing arrangements for its employees,
contractors and external parties to raise concerns, in confidence, about possible wrongdoing in
financial reporting and other matters.
There have been no significant reports made under the policy of whistleblowing during the
period under review.
The Committee has reviewed the clarity, accessibility, scope and the extent to which
confidentiality and anonymity can be afforded to those who might wish to make a report under
the policy. The Committee has also considered the awareness and communication of the policy,
ease of use and whether there are specific departments that are at higher risk for unreported
misconduct.
The Committee has concluded that there are no further enhancements to be made which might
encourage reporting under the policy, which is available in Spanish and English, being the
mother tongues of more than 99% of the Group’s employees, contractors, and suppliers.
➢ Internal audit
The Group does not currently have a dedicated internal audit function. Currently, activities that
would typically be carried out by an internal audit function are carried out by members of the
Group’s finance team. The Committee reviews the need for an internal audit function and/or a
head of internal audit annually. This year the Committee considered the nature, scale and
complexity of the Group’s business and concluded that they were not such that they warranted
a dedicated function or individual and accordingly recommended so to the Board which
approved the recommendation. The Committee will, however, keep the need for a dedicated
internal audit function or individual under review.
Governance
➢ Committee member induction and ongoing training
Prior to joining the Committee, Carole Whittall received briefings from the then Committee chair
and the Chief Financial Officer regarding the key elements of the Committee’s work. It has been
agreed that relevant bulletins issued by the ‘big four’ accounting firms will be circulated to
Committee members by way of ongoing training. In addition, briefings regarding changes to the
FRC’s Corporate Governance Code, the FCA’s Listing Rules, and the FCA’s Disclosure Guidance
and Transparency Rules sourcebook relevant to the Committee will also be provided.
➢ Committee terms of reference
The Committee adopted new terms of reference in November 2023, in anticipation of its move
up to the Main Market during 2024. The Committee conducted a review of adherence to those
new terms of reference. That review highlighted a few non-material areas of non-adherence, all
of which have now been rectified.
➢ Committee performance
Questions on the performance of the Committee were included in the questionnaire circulated
as part of the Board effectiveness review. Those questions related to the ability to think and act
independently without undue influence from management, understanding of roles and
responsibilities, and suitability of skills. The responses were considered and discussed by the
Committee. The Committee concluded that it continued to perform effectively.
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Physical Risk Committee Report
Committee membership and attendance at meetings
Attendance in 2024
Member since:
Stephen Scott
(Chair since 25 October 2022)
2/2
9 September 2015
Roger Davey
2/2
21 December 2015
(retired 31 December 2024)
Jesús Fernández
0/2
25 October 2022
Neil Gregson
2/2
23 June 2021
Coriseo González-Izquierdo, an independent non-executive director, joined the Committee on her
appointment to the Board on 14 January 2025.
Committee composition
The Committee is currently composed solely of non-executive directors, two of whom the Board
considers to be independent. Although the Committee Chair has served more than nine years on the
Board and therefore does not meet the presumptive independence criteria set out in provision 10 of the
UKCGC, the Board has considered his extended tenure in the context of his independence and has
concluded that he remains independent and objective and that it is appropriate that he remains as Chair
and a member of the Committee whilst Board succession planning arrangements are implemented in
order to maintain a degree of continuity. For more information regarding the Board’s consideration of the
Committee Chair’s independence, please see pages 67 and 68 More information on the skills and the
experience of all Committee members can be found on pages 54 to 59.
Role of the Committee
The Committee’s role is one of oversight. The Committee:
• oversees safety, health, environmental and security matters relating to the Group;
• oversees enterprise-wide physical risk management; and
• reviews compliance with legal and regulatory obligations relating to safety, health, and the
environment.
It is recognised that the non-executive directors who are members of the Committee are not full-
time employees of the Company and generally do not represent themselves as experts in the fields
of safety, health, environment, security or risk management. It is not the responsibility of the
individual Committee members personally to conduct safety, health, environment, security, or risk
reviews.
The Committee’s terms of reference, which are reviewed annually, are available on the Company’s
website at www.atalayamining.com/sustainability/good-governance.
How the Committee operates
The Committee usually meets at least three times a year. In addition to Committee members, the Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, the chair of the Sustainability
Committee, and the Company Secretary also attend Committee meetings by invitation where
appropriate.
Meetings are held in advance of the Board meetings to allow the Committee Chair to provide a report
to the Board on the key matters discussed and for the Board to consider any recommendations made.
Committee activities in 2024
The Committee met twice during the year under review. Committee member meeting attendance is
disclosed in the table above.
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One of these meetings included a site visit to the Company’s producing mine and processing facility in
Andalucía. Feedback given by the Committee to management following the site visit included:
• the need to reiterate to contractors the requirement of strict compliance with the Company’s
site safety rules and regulations which could be supplemented by having Company personnel
working more closely with contractor personnel when carrying out site inspections;
• observations regarding the E-LIX project construction.
At both its meetings, the Committee received a presentation from the Proyecto Riotinto General
Manager regarding the Group’s:
• physical risk matrix and the updates made by management, including those relating to:
o tailings storage facility;
o water discharge;
o dust emissions;
o legionella;
o forest fire management plan;
o IT systems penetration, and
• safety statistics and preventative measures, including:
o accidents;
o alcohol and drug testing;
o training; and
o safety culture.
Information regarding the Company’s approach to safety and its safety performance in 2024 can be
found in the sustainability report.
Information regarding the Company’s approach to environmental sustainability and related
performance can be found in the sustainability report.
Sustainability Committee Report
Committee membership and attendance at meetings
Attendance in 2024
Member since:
Kate Harcourt
(Chair since 25 October 2022)
4/4
25 October 2022
Hussein Barma
4/4
25 October 2022
Roger Davey
3/4
25 October 2022
(retired 31 December 2024
Carole Whittall was appointed as a member of the Committee on 14 January 2025.
Committee composition
The Committee is composed solely of non-executive directors. More information on the skills and the
experience of all Committee members can be found on pages 54 to 59.
Role of the Committee
The Committee:
• oversees the strategy and activities related to sustainable development and social responsibility;
and
• develops and regularly reviews the policies, programmes, practices, targets, and initiatives of the
Group relating to sustainability matters.
The Committee’s terms of reference, which are reviewed annually, are available on the Company’s
website at www.atalayamining.com/sustainability/good-governance.
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How the Committee operates
The Committee usually meets at least three times a year. In addition to Committee members, the Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, Sustainability Manager, and the
Company Secretary also regularly attend Committee meetings.
Meetings are held in advance of the Board meetings to allow the Committee Chair to provide a report
to the Board on the key matters discussed and for the Board to consider any recommendations made.
Committee activities in 2024
The Committee met four times during the year under review. Committee member meeting
attendance is disclosed in the table above.
Matters reviewed by the Committee during the year included:
• the sustainability report and associated data book;
• the climate change report;
• progress on preparations for reporting under the EU Corporate Sustainability Reporting
Directive; and
• progress with activities planned for 2024 under the Company’s ESG roadmap.
During the year the Committee Chair and other regular attendees of Committee meetings attended
external training regarding Spanish and UK sustainability regulatory reporting requirements.
Information regarding the Company’s approach to sustainability and related performance can be
found on pages 49 to 51 of the strategic report and in our Sustainability Report 2024.
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Remuneration
Introductory letter from Remuneration Committee Chair
Dear shareholders,
I am pleased to introduce Atalaya’s Directors’ Remuneration Report for the financial year ended 31
December 2024. Having assumed the role of Committee Chair on 1 July 2024, I would like to take this
opportunity to outline our approach to remuneration during the year for the business, as well as to
share how we have engaged with shareholders to shape our future policy.
UK Corporate Governance Code compliance
This is our first Directors’ Remuneration Report since moving up from AIM to the Main Market on 29
April 2024. We have reviewed our compliance with Part 5 of the UK Corporate Governance Code 2018
(the “Code”) for the financial year under review. We are committed to maintaining high standards of
corporate governance.
However, we acknowledge that our 2024 remuneration framework was not in full compliance with
the Code throughout the year, specifically in relation to Code provision 36 (total vesting and holding
period of at least five years for long-term incentives and a policy on post-employment shareholding
requirements) and Code provision 41 (workforce engagement). The Committee has addressed Code
provision 36 and will be compliant with both elements in 2025 save in relation to a one-off transitional
incentive award designed to bridge the gap between the Company’s historical long-term incentive
(“LTI”) awards and its proposed new performance-related LTI awards. The Committee will consider
Provision 41 how to address workforce engagement during 2025. Further information regarding the
Company’s non-compliance during the year with Code provisions 36 and 41 can be found on pages
103 and 92 below.
Business performance and shareholder experience
2024 presented some challenges for the Company. Despite this we have remained focused on
delivering long-term value. At the start of the year, our share price stood at 361p. Despite reaching a
high of 485.5p in May 2024, it closed down at 359p on 31 December 2024. Notwithstanding the
challenges faced by the business, the Company has continued to pay dividends. We recognise the
importance of aligning executive remuneration with shareholder experience and continue to
structure our policies accordingly.
Executive Director remuneration outcomes
The Committee carefully assessed Executive Director performance against our remuneration
framework and determined that the CEO’s annual bonus payout for 2024 would be 58% (2023: 67%)
of the maximum opportunity (100% of annual base salary). We believe this outcome appropriately
reflects the Company’s financial and operational performance and delivery of strategic objectives
and ensures alignment with the principles of our remuneration policy. For further details on
remuneration outcomes for the financial year, please see pages 101 to 110 below.
Shareholder engagement and future policy
Our first Directors’ Remuneration Report and Directors’ Remuneration Policy since moving up to the
Main Market received only 72% and 67% respectively of votes in favour at our Annual General Meeting
on 27 June 2024 (the “2024 AGM”). Our Company Chair, Neil Gregson, and I undertook an extensive
shareholder engagement exercise to understand investor perspectives. We sought engagement
with 30 of our shareholders together holding almost 80% of our issued share capital and met with all
who requested meetings.
The Committee has carefully reflected on the feedback and insights received when formulating the
new Directors’ Remuneration Policy which will be presented for shareholder approval at the 2025
Annual General Meeting. We are very grateful for the time, insights, and feedback provided by those
shareholders and proxy advisory services who participated in this engagement.
Full details of the voting outcome on the three remuneration-related resolutions put to the 2024
AGM can be found on page 92. The Directors’ Remuneration Report on pages 92 to 110 provides more
detail regarding the consultation process and our proposed new Directors’ Remuneration Policy.
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Conclusion
The Committee remains committed to ensuring that our remuneration framework supports the
Company’s strategy, drives performance, and aligns with the long-term interests of our shareholders.
We appreciate your continued engagement and look forward to your support as we progress into
2025.
Yours sincerely
Hussein Barma
Chair of Remuneration Committee
17 March 2025
Remuneration Committee Report
Committee membership and attendance at meetings
Attendance in 2024
Member since:
Hussein Barma
(Chair since 1 July 2024)
2/2
1 July 2024
Neil Gregson
(Chair until 1 July 2024)
10/10
25 October 2022
Kate Harcourt
10/10
25 October 2022
Stephen Scott
10/10
25 October 2022
Committee composition
The Committee is composed solely of independent non-executive directors. The Committee was re-
constituted following the Company’s move from AIM to the Main Market and the Board’s decision to
adopt the Code in place of the Quoted Companies Alliance Corporate Governance Code. Mr Gregson
became Chair of the Company on 1 July 2024 and was therefore no longer eligible to chair the
Committee. Having been independent upon appointment, Mr Gregson continues to be a member
of the Committee. Dr Barma was appointed Committee Chair to ensure continuity during a period
of Board change and as part of succession planning until a new independent non-executive had
been appointed and had settled in. Prior to his appointment as Committee Chair, Dr Barma had
served on a remuneration committee of another quoted company for at least 12 months and on
Atalaya’s former Corporate Governance, Nomination & Compensation Committee. The Board
considers that the current Committee Chair and the other Committee members are independent.
Although Dr Barma and Mr Scott have served more than nine years on the Board and therefore do
not meet the presumptive independence criteria set out in provision 10 of the Code, the Board has
considered their extended tenure in the context of their independence and has concluded that they
remain independent and objective and that it is appropriate that they remain as members of the
Committee whilst Board and Committee succession planning arrangements are implemented in
order to maintain a degree of continuity. For more information regarding the Board’s consideration
of their independence, please see pages 67 and 68. It is intended that Ms González-Izquierdo, who
was appointed to the Board in January 2025, will take over as Committee Chair no later than the date
of the 2025 Annual General Meeting. More information on the skills and the experience of all current
and intended Committee members can be found on pages 54 to 59.
Role of the Committee
The Committee’s role is to ensure that executive directors and other key employees of the Company
are fairly rewarded for their individual contribution to the overall performance of the Company. The
Committee’s terms of reference, which are reviewed annually, are available on the Company’s
website at www.atalayamining.com/sustainability/good-governance.
How the Committee operates
The Committee meets at least three times a year. In addition to Committee members, the Company
Secretary and any other member of the Board and external advisers also attend Committee
meetings by invitation where appropriate.
An annual planner of matters for the Committee to review informs the agendas for each Committee
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meeting. The Committee receives information in advance of its meetings including information and
reports from the Company Secretary and external advisers.
Committee activities in 2024
The Committee met 10 times during the year under review and all Committee members attended all
meetings that they were eligible to attend.
The table below summarises the areas that the Committee reviewed or actioned in 2024 and the
outcome. Further detail can be found on pages 101 to 110 below.
Areas reviewed or actioned in 2024
Outcome
●
Shareholder remuneration consultation
Understanding shareholder views and
taking them into account for the purposes
of proposing amendments to the
Company’s remuneration policy
●
In- and post-employment shareholding
requirements
Decision to increase the in-employment
requirement and to implement a formal
post-employment requirement policy both
with effect from 1 January 2025. The
Company is now in compliance with Code
provision 36 in respect of developing a
formal policy for post-employment
shareholding requirements.
●
Review of external advisers to the
Committee
Appointment of FIT Remuneration
Consultants LLP.
●
Review of Remuneration Policy
Recommendation to shareholders of
amendments for approval at the 2025 AGM.
●
Remuneration outcomes for the 2023 short-
term incentive
Recommendation to the Board for approval.
●
Grant of options under long-term incentive
plan (“LTIP”)
Recommendation to the Board for approval.
●
Performance measures for 2024 short-term
incentive
Recommendation to the Board for approval.
●
●
Performance measures for 2025 short-term
incentive
Recommendation to the Board for approval.
●
New performance-related LTIP for 2025 and
beyond
Recommendation to the Board for approval.
●
One-off transitional award to bridge gap
between old-style LTIP and new
performance-related LTIP
Recommendation to the Board for approval.
●
Committee’s annual forward agenda
planner
Approval with additional suggestions from
Committee.
●
Committee’s terms of reference
Satisfied that the Committee had met them
during the year and that no amendments
required.
●
Performance of Committee
Concluded that the Committee continued
to perform effectively.
Advisers
After considering a number of alternatives, in October 2024 the Committee appointed FIT
Remuneration Consultants LLP (“FIT”) as the independent adviser to the Committee. FIT’s fees are
calculated on a time expended basis by reference to an hourly rate. FIT’s fees in respect of advice to
the Committee in the year under review were £6,500. FIT has no connection with the Company and
has not provided any other services to the Company during the year. The Committee, based on its
experience, is satisfied that the advice it received from FIT was objective and independent.
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Committee effectiveness
The Board evaluation questionnaire invited directors to comment on the performance of each of the
Board’s committees, including the Committee. The Board endorsed the Committee’s focus during
2024 on developing a competitive remuneration structure with enhanced disclosure that would
meet the requirements of the Code. Future areas for focus included ensuring suitable benefits for
senior executives are in place. The Board concluded that the Committee had operated effectively
during 2024, with appropriate experience and skills in its membership and sufficient resources to
discharge its responsibilities.
2024 AGM shareholder voting
For
Against
Withheld
Resolutions
№ of
shares
as a
% of
votes
cast
№ of
shares
as a %
of
votes
cast
№ of
shares
as a %
of
votes
cast*
Remuneration Report
68,102,204
72%
26,575,624
28%
1,185
n/a
Remuneration Policy
63,485,819
67%
31,192,009
33%
1,185
n/a
Grant of Share Options
68,798,135
76%
21,519,133
24%
4,361,745
n/a
* A withheld vote is not a vote in law
Please see page 92 for details of the Company’s response to the voting outcome.
Directors’ Remuneration Policy
Introduction
The Directors’ Remuneration Policy (the “2025 Policy”), set out below, is subject to a shareholder vote
at the Company’s 2025 annual general meeting (“2025 AGM”). This Policy will take effect from the
date it is approved by shareholders, replacing the policy approved at last year’s AGM. The 2025 Policy
is expected to apply for three years.
As the Company is incorporated in Spain, the vote on the 2025 Policy will be advisory rather than
binding (which is the case for UK incorporated companies). Nevertheless, the Board will only
authorise payments to Directors that are consistent with the 2025 Policy (as approved by
shareholders).
The Group’s policy on Directors’ remuneration has been set with the objective of attracting,
motivating and retaining high calibre directors, in a manner that is consistent with best practice and
aligned with the interests of the Group’s shareholders. The policy on Directors’ remuneration is that
the overall remuneration package should be sufficiently competitive to attract and retain individuals
of a quality capable of achieving the Group’s objectives. Remuneration policy is designed such that
individuals are remunerated on a basis that is appropriate to their position, experience and value to
the Company.
Consideration of employment conditions elsewhere in company
In setting the remuneration policy for Directors, the pay and conditions of other Group employees
are taken into account. The Committee is provided with data on the remuneration structure for
senior members of staff below the Executive Director level and uses this information to ensure
consistency of approach throughout the Group. The Committee does not directly engage with the
workforce on executive remuneration but, the workforce has the opportunity to raise any issues
(including those on executive remuneration) in the employee engagement initiatives.
Workforce engagement
Provision 41 of the Code requires the remuneration committee report to state what engagement
with the workforce has taken place to explain how executive remuneration aligns with wider
company pay policy.
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Since the Company moved up to the Main Market on 29 April 2024 and became subject to the Code,
steps have been taken to be able to report compliance with Code provision 41. Given the extensive
shareholder engagement exercise undertaken in relation to executive remuneration in the autumn
of this year (see page 92) and the consequent formulation of a revised Directors’ Remuneration Policy,
there has been no direct engagement with the workforce to explain how executive remuneration
aligns with wider company pay policy during the year although consideration has been taken of pay
and employment conditions across the Group in ensuring executive remuneration aligns with wider
company pay policy. The Remuneration Committee will consider direct workforce engagement
regarding executive remuneration during 2025. In the meantime, the Committee can confirm that
the Company’s approach to salary increases is aligned throughout Atalaya.
Statement of consideration of shareholder views
Shareholders views are considered when evaluating and setting remuneration strategy.
Opportunities to discuss the remuneration strategy are available during individual meetings with
institutional shareholders when requested or as part of a shareholder consultation process as well as
by voting on the report at the AGM.
During the final quarter of 2024, the Committee carried out a detailed review of the Remuneration
Policy that had been approved at the Company’s 2024 AGM:
• noting last year’s AGM took place just three months following the Company’s move from AIM to
the Main Market whilst the Company was in the midst of a process to redomicile from Cyprus to
Spain; and
• in the light of feedback received.
The Committee also took further independent advice from FIT.
Feedback received from shareholders and the main shareholder representatives at the time of the
AGM was largely centred around a desire for greater levels of disclosure in respect of annual and long-
term incentives (such as quantum, performance metrics, and targets) and a requirement for greater
shareholder protections (such as the operation of bonus deferral, post vesting holding periods, and
in- and post-employment shareholding requirements).
Following consideration of shareholder feedback, the Committee formulated the outline of a new
Directors’ Remuneration Policy and sought engagement on the proposed approach with the
Company’s 30 largest shareholders (comprising almost 80% of the Company’s current issued share
capital) and the main shareholder representatives.
During the engagement process, the Committee received written feedback, and the Committee
Chair, Company Chair and Company Secretary attended a number of meetings with major
shareholders.
Changes to the Directors’ Remuneration Policy
A summary of the key changes is set out below.
Annual bonus
On-target and maximum potential aligned to market
On-target and maximum annual bonus potential for Executive Directors will be set at 150% of
salary with on target performance being rewarded at 50% of the maximum. This compares to
maximum potential for 2024 set at 100% of salary with on target performance rewarded at 75% of
this lower maximum.
Introduction of bonus deferral
Compulsory bonus deferral will be introduced such that one third of any bonus awarded to
Executive Directors who have not met their in-employment shareholding requirement will be
deferred into shares for two years. The Committee retains discretion to defer a greater proportion
of any bonus award into shares where considered appropriate.
Long-term incentive plan (“LTIP”) awards
Introduction of a market aligned annual LTIP Policy
An annual LTIP grant policy will be introduced whereby Executive Directors will receive annual
awards capped at 200% of salary (300% of salary in exceptional circumstances) albeit the CEO’s
2025 LTIP award will be limited to 175% of salary. LTIPs will normally vest three years from grant,
subject to continued employment and the achievement of three-year performance conditions.
Post vesting, a two-year holding period will operate for awards granted to Executive Directors.
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Shareholder protections
Introduction of discretion
The Committee will retain discretion to adjust bonus payments / LTIP vestings if formulaic
outcomes do not reflect the Committee’s assessment of overall business performance including
consideration of shareholder experience and the individual executive’s performance.
Increase to in-employment shareholding requirements
In-employment requirements for Executive Directors will be increased from 100% to 200% of
salary. New appointments will normally have a five-year period from their date of appointment to
build up their minimum shareholding requirement.
Introduction of post cessation shareholding requirements
Post-cessation shareholding requirements will be introduced for Executive Directors, set at 200% of
salary (or, if lower, the actual shareholding on departure) for two years post cessation.
EXECUTIVE DIRECTORS’ REMUNERATION POLICY TABLE
Purpose and link to
strategy
Operation
Maximum
opportunity
Performance
measures
Fixed Remuneration
Base salary
Core element of
remuneration. To set
at a level which is
sufficiently
competitive to recruit
and retain individuals
of the appropriate
calibre and
experience.
Basic salary is
normally reviewed
annually as at 1
January with
reference to company
performance; the
performance of the
individual Executive
Director; the
individual Executive
Director’s experience
and responsibilities;
market conditions
and pay and
conditions
throughout the
Company.
There is no prescribed
maximum annual
base salary or salary
increase. The
Committee is guided
by the general
increase for the
broader employee
population but has
discretion to decide a
lower or a higher
increase.
n/a
Pension
To help recruit and
retain high
performing Executive
Directors. To provide
market competitive
benefits.
The Company may
offer pension
provision and/or a
cash supplement in
lieu of pension.
10% of salary.
10%
Benefits
To help recruit and
retain high
performing Executive
Directors. To provide
market competitive
benefits.
To date a Company
car has been
provided. The
Company intends to
introduce private
medical and life
insurance during the
life of the Policy.
Additional benefits
may be provided if
the Committee
decides that this is
There is no prescribed
annual maximum
cost.
n/a
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appropriate.
Purpose and link to
strategy
Operation
Maximum
opportunity
Performance
measures
Performance-Related Variable Remuneration
Short-term incentive
To incentivise the
achievement of a
range of short-term
performance targets
that are key to the
success of the
Company. To align
the interests of the
Executives and
shareholders to the
annual targets.
Executive Directors
are eligible to
participate in the
Company’s annual
bonus scheme under
which an annual
bonus is earned
subject to
achievement of
performance
measures over the
financial year against
targets set by the
Committee; and
continued
employment (see
below).
One third of any
bonus awarded to
Executive Directors
who have not met
their in-employment
shareholding
requirement will be
deferred into shares
for two years. The
Committee retains
discretion to defer a
greater proportion of
any bonus award into
shares where
considered
appropriate.
Malus and clawback
provisions operate –
see below.
Maximum of 150% of
salary.
Threshold up to 25%
of maximum.
On target: 50% of
maximum.
Performance
measures will be
majority financial /
operational and
minority strategic /
personal.
Performance
measures and
weightings are
reviewed annually to
ensure that they
continue to support
the achievement of
the Company’s key
strategic priorities.
Financial targets are
set with reference to
internal plans and
published guidance.
The Committee
retains discretion to
adjust bonus
payments if formulaic
outcomes do not
reflect the
Committee’s
assessment of overall
business performance
including
consideration of
shareholder
experience and the
individual executive’s
performance.
Long-term incentives
To support retention,
long-term
performance and
increase alignment
between the
executives and
shareholders. The
Company intends to
make awards under
this structure
annually.
Awards are normally
made on an annual
basis and normally
vest three years from
grant subject to
continued
employment and the
satisfaction of
challenging three-
year performance
targets.
Awards may be
structured as
conditional awards,
nominal cost options
Up to 200% of base
salary (300% of salary
in exceptional cases).
Performance
measures will include
financial, operational
measures, strategic
measures and/or Total
Shareholder Return
(TSR).
Subject to the
Committee’s
discretion to override
formulaic outturns,
awards will normally
vest as to 25% for
threshold
performance,
increasing to 100% for
maximum
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and/or forfeitable
shares.
A two-year holding
period following LTIP
vesting applies to
grants to Executive
Directors. In total, this
results in a five-year
combined vesting
and holding period.
Malus and clawback
provisions operate –
see below.
performance. The
measures will be
designed to balance
commercial success,
operational efficiency,
and sustainable
practices so as to
ensure long-term
value creation for the
Company and its
shareholders.
Performance will
normally be
measured over a
three-year period.
The Committee
retains discretion to
adjust vesting levels
should any formulaic
outcome not reflect
the Committee’s
assessment of the
overall business
performance,
including
consideration of
shareholder and other
stakeholder
experience.
Shareholding policy
Encourages Executive
Directors to build a
meaningful
shareholding to
further align interests
with the Company
and shareholders.
In-employment minimum requirement
Shareholding requirements for Executive Directors are 200% of base
annual salary.
New appointees will normally have a five-year period from the date of
their appointment to build up the minimum shareholding requirement.
Until the shareholding requirement is met:
• one third of the Executive Director’s annual cash bonus will be
deferred into shares; and
• the Executive Director will be required to retain up to 50% of the
net of tax shares they receive under any share incentive
arrangement.
Post-employment minimum requirement
Post-employment shareholding requirements for Executive Directors
are 200% of base annual salary for two years post cessation.
If the Executive Director has not met the relevant shareholding
requirement at the point of cessation of employment, they will be
required to retain their full pre-cessation shareholding for the two-year
period.
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NON-EXECUTIVE DIRECTORS’ REMUNERATION POLICY TABLE
Purpose and link to
strategy
Operation
Maximum
opportunity
Performance metrics
Non-Executive Directors’ Remuneration
To attract and retain
high calibre non-
executives with the
necessary experience.
To provide fees
appropriate to time
commitments and
responsibilities of
each role.
Non-Executive
Directors are paid a
basic fee. An
additional fee is paid
for additional time
and responsibility
such as but not
limited to chairing or
being a member of a
committee.
Fee levels reflect
market conditions
and are reviewed
annually on 1 January
each year.
n/a
OTHER ELEMENTS OF REMUNERATION POLICY
Discretion
The Committee will operate the Company’s incentive plans according to their respective rules and
consistent with normal market practice, including flexibility in a number of regards. These include
making awards and setting performance criteria each year, dealing with leavers, and adjustments to
awards and performance criteria following acquisitions, disposals, special dividends, changes in share
capital and to take account of the impact of other merger and acquisition activity or other significant
events, and to settle awards in cash.
The Committee also retains discretion within the policy to adjust the targets, set different measures
and/or alter weightings for the annual bonus plan and share awards, pay dividend equivalents and,
in exceptional circumstances, under the rules of the Atalaya Long-Term Incentive Plan 2020 to adjust
performance conditions to ensure that the awards fulfil their original purposes.
All assessments of performance are ultimately subject to the Committee’s judgement. Any discretion
exercised, and the rationale, will be disclosed in the Annual Remuneration Report.
Malus and clawback
Malus and clawback provisions which operate in respect of the annual bonus and LTIP are as follows:
Malus
Clawback
Annual
Bonus
If, prior to payment of the annual bonus,
there is reasonable evidence of gross
misconduct or gross negligence by an
Executive Director and/or there is
reasonable evidence of a material breach
by an Executive Director of any of the
Company’s policies relating to business
integrity and ethics, and/or there is
reasonable evidence of conduct by an
Executive Director which results in
significant losses or reputational damage
to the Atalaya group, the Committee has
discretion to reduce or cancel payment of
the annual bonus.
Any annual bonus will be subject to clawback
if there is a restatement of the Company’s
financial results (other than a restatement
caused by a change in applicable accounting
rules or interpretations), to the extent that the
amount of the annual bonus paid would have
been a materially lower amount had it been
calculated based on the restated results or if
the Executive Director has been involved in a
wrongful act. The lookback period for
clawback will be a three-year period preceding
the date on which the Company determines
that it is required to restate materially non-
compliant financial statements or discovers
that an Executive Director has been involved
in a wrongful act.
LTIP
If the Board considers that:
• there has been a significant
downward restatement of the
financial results of the Company;
and/or
• there is reasonable evidence of
If the Board considers there has been a
significant downward restatement of the
financial results of the Company, it may, in
its discretion, within two years of an Award
Vesting:
• require a Participant to transfer to the
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98 | Atalaya Mining Copper, S.A. 2024 Annual Report
gross misconduct or gross
negligence by the Executive
Director; and/or
• there is reasonable evidence of
material breach by the Executive
Director of the Company’s Code of
Business Principles or the
Company’s Code Policies (or
equivalent); and/or
• there is reasonable evidence of
conduct by the Executive Director
which results in significant losses
or reputational damage to the
Company or the Group, and/or
• the Executive Director is in breach
of any applicable restrictions on
competition, solicitation or the use
of confidential information
(whether arising out of the
Executive Director’s employment
contract, his termination
arrangements or any internal
policies),
it may, in its discretion, at any time
prior to vesting, or exercise of an
option, decide that:
• an award will lapse wholly or in
part;
• the delivery of shares will be
delayed until any action or
investigation is completed; and/or
• vesting of the award or delivery of
the shares will be subject to
additional conditions.
Company (or as the Company directs),
for nominal or nil consideration, some
or all of the after-tax number of Shares
which have previously Vested, or pay to
the Company (or as the Company
directs) an amount equal to the value
of those Shares (as determined by the
Board); and/or
• require the Company to withhold from,
or offset against, the grant or Vesting of
any other Award to which the
Participant may be or become entitled
in connection with their employment
with the Group such an amount as the
Board considers appropriate.
Approach to recruitment and promotion remuneration
The recruitment package for a new Executive Director will be set in accordance with the Directors’
Remuneration Policy (the “Policy”).
Base annual salary: On recruitment the salary may be set below the normal market rate, with phased
increases and the Executive Director demonstrates performance within the Company.
Benefits: The Policy enables the Committee to include those benefits it deems appropriate for an
Executive Director. On recruitment, this may include benefits such as relocation or housing
expenses. In arriving at a benefits package, the Committee’s prevailing consideration will be to
pay only what is considered necessary and appropriate, taking into account the importance of
securing the right candidate for the job, acting in the best interests of the Company’s
stakeholders and limiting certain benefits to a specified time period where possible.
Annual bonus opportunity: This will reflect the period of service for the year. The maximum will be in
accordance with the Policy.
Long-term incentive: The Committee retains discretion to make an award shortly after an
appointment if the usual annual award date has passed. The exceptional limit of 300% of salary
is for the Company to be able to attract and secure the right candidate if required.
Variable pay: With internal appointments, any variable pay element awarded in respect of the
individual’s prior role will normally be allowed to continue according to its terms.
Compensation for lost arrangements with previous employer: Any replacement share awards would
be made under the Company’s Long-Term Incentive Plan 2020 and as permitted under the UK
Listing Rule 9.3.2. Any new awards would take account of the structure of the awards being
forfeited (cash or shares), the amount foregone, the extent to which performance conditions
apply, the likelihood of meeting any existing performance conditions, and the time left to vesting.
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Service contracts: duration and payment obligations
CEO’s Service contract
The service contract of the CEO, Alberto Lavandeira, dated 14 March 2014 (as amended on 25 March
2014 and 21 September 2023) is available for inspection at the Company’s registered office at Paseo
de las Delicias, 1, 3, 41001, Sevilla, Spain. The details are:
Date of
appointment
Notice period
from Company
to CEO
Notice period
from CEO to
Company
Unexpired term
of contract
Potential
termination
payment
14 April 2024
6 months
3 months
Rolling contract
On a change of
control*
* Mr Lavandeira’s service contract includes a change of control provision whereby in the event that
there a change of control and within 12 months after the event (i) the contract is terminated by the
Company; or (ii) the employee terminates his contract with at least three months’ notice due to a
pre-agreed good reason, the executive will receive the equivalent to 24 months’ base salary less any
payment made in lieu of notice and any legal severance payment.
NEDs’ Letters of appointment
NEDs have letters of appointment with the Company for an initial three-year period, thereafter
renewable with the agreement of both the Company and the NED. The letters of appointment are
available for inspection at the Company’s registered office at Paseo de las Delicias, 1, 3, 41001, Sevilla,
Spain. The details are:
Non-Executive Director
Date of appointment
Notice Period
Hussein Barma
9 September 2015
3 months
Stephen Scott
9 September 2015
3 months
Jesús Fernández
23 June 2015
3 months
Neil Gregson
10 February 2021
3 months
Kate Harcourt
19 May 2022
3 months
Carole Whittall
3 June 2024
3 months
Coriseo González-Izquierdo
14 January 2025
3 months
Policy on setting notice periods
The Company seeks to balance the need to attract and retain high-calibre Executive Directors with best
practice in corporate governance. The standard notice period for Executive Directors will not normally
exceed six months. The Board may approve a shorter or longer (up to a maximum of 12 months) notice
period where it is justified by commercial reasons or market practice.
NEDs are appointed for fixed terms of up to three years, subject to annual re-election by shareholders
in accordance with the Code. Their letters of appointment include a notice period of up to three
months by either party.
Policy on payments for loss of office
The Company will not provide any payment for loss of office beyond what is contractually required
unless it is in the best interests of the Company and its shareholders. Payments will be determined
in accordance with the terms of the individual’s service contract and applicable employment law.
The Company will seek to limit payments on termination to reflect only contractual entitlements,
including salary, pension contributions, and benefits during the notice period.
In respect of annual bonus awards, an Executive Director must still be employed by the Company at
the time of payment and must not have served or been served notice to terminate employment prior
to payment. The Committee retains discretion to allow payments to Executive Directors who do not
meet the continued employment requirement at the time of payment because they have died,
suffered ill health, injury, or disability, have retired (with the agreement of the Company) or any other
reason at the discretion of the Committee if the Committee is of the view that a payment (whether
full or partial) is fair and reasonable in all the circumstances.
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If an Executive Director leaves employment before vesting, share awards will normally lapse.
However, if an Executive Director leaves employment before vesting due to death, ill health, injury,
disability, retirement (with the agreement of the Company) or another reason at the discretion of the
Board:
• Unvested share awards will vest to the extent that any performance condition has been satisfied
on the date of vesting and, unless the Board decides otherwise, the level of vesting will be
reduced pro rata to reflect that proportion of the performance period during which the Executive
Director was not employed by the Company. The Board may decide that it is appropriate to
permit early vesting in which case it will determine the extent to which any performance
condition is satisfied.
• Unvested share options will be exercisable for six months from the later of the date on which the
option vests and the date on which the Executive Director left.
If an Executive Director leaves employment for any reason (except for misconduct or breach of
employment terms) after share options have vested, their share options will be exercisable for six
months from the date on which the Executive Director left.
Policy on fees from external appointments
The Company recognises that external appointments can broaden the knowledge and experience
of Executive Directors for the benefit of the Company. Therefore, Executive Directors may accept
external appointments as long as they do not lead to a conflict of interest and do not impair their
effectiveness in their roles with the Company. Executive Directors are allowed to retain any fees from
such external appointments where the appointment is personal and independent of their executive
role. The CEO’s external appointments are detailed in his biography on page 58 of the Governance
Report.
ILLUSTRATIONS OF APPLICATION OF REMUNERATION POLICY
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101 | Atalaya Mining Copper, S.A. 2024 Annual Report
The charts above for the CEO are based on the following:
Minimum
On-target
Maximum
Maximum with share
price
Fixed pay
Base salary at 1 January 2025
Benefits estimated at €6,000
10% pension provision assumed
Annual bonus
CEO max: 150% of salary
0%
50% of
max
100% of
max
100% of max
LTIP
CEO max: 175% of salary*
0%
50% of
max
100% of
max
100% of maximum with
a 50% share price
growth assumption on
LTIPs
* 175% is the percentage for the first year of the policy. The maximum potential is 200% of salary (300%
of salary exceptional limit) under the Policy.
Annual Report on Remuneration
The Committee has applied the principles of good governance set out in the Code.
Implementation of Existing Policy in 2024
Executive Director’s single remuneration figure
The tables below present a single remuneration figure for the Chief Executive Officer (“CEO”) who is
the Company’s sole Executive Director for the years ended 31 December 2023 and 31 December 2024.
Fixed Pay (€)
Variable Pay (€)
Total
(€)
A.
Lavandeira
Salary
Pensi
on*
Benefits
**
Total
fixed
Cash
bonus**
*
Share
options
****
Total
variable
FY 2024
498,188
50,531
5,580
554,299
293,787
409,000
702,787
1,257,08
6
FY 2023
481,000
0
6,000
487,00
0
327,000
190,000
517,000
1,004,0
00
* As indicated in the 2023 Annual Report, a defined contribution pension plan has been put in place
from the beginning of 2024.
** Company lease car benefit in kind (inclusive of taxes paid by the Company).
*** The 2024 cash bonus was earned in respect of the financial year ended 31 December 2024 and
will be paid in 2025. The 2023 cash bonus was earned in respect of the financial year ended 31
December 2023 and was paid in 2024.
**** The amount relates to the non-cash expense recognised in accordance with IFRS 2 Share Based
Payments.
The vesting and exercise of share options is subject to continued employment as described on page
99.
On 11 June 2024 Mr Lavandeira was granted options over 400,000 Ordinary Shares in the capital of
the Company at an exercise price of 413.5 pence per share (being the market value at grant). 133,334
vested on grant and the balance will vest in two equal tranches on the first and second anniversaries
of grant.
On 22 May 2023 Mr Lavandeira was granted options over 400,000 Ordinary Shares in the capital of
the Company at an exercise price of 327.0 pence per share (being the market value at grant). 133,334
vested on grant, 133,333 vested on the first anniversary of grant and the balance will vest on the
second anniversary of grant.
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102 | Atalaya Mining Copper, S.A. 2024 Annual Report
Base Salary
The Committee reviewed the CEO’s annual base salary during the year under review, and the
Committee determined to increase it by 3.5% with effect from 1 July 2024.
Pension
The CEO has an employer pension contribution equal to 10% of base salary (which was introduced
at the start of 2024)
Taxable Benefits
Taxable benefits for the CEO comprised a company car.
Short-term incentive plan
The CEO’s annual bonus opportunity in 2024 was:
Performance*
Threshold
On Target
Maximum
35% of maximum opportunity
75% of maximum opportunity
100% of base annual salary
* For performance between threshold, target, and maximum, vesting is on a straight-line basis
where the performance measure permits.
Performance measures related to copper production, cost performance, capital expenditure, cash
flow and safety performance.
The table below sets out the performance measures and the outcome of each:
Measure
Performance Targets*
Actual
performa
nce
Outcom
e (% of
maximu
m)
Weighti
ng
Unit of
measure
ment
Thresh
old
(35% of
maxim
um)
Target
Maxim
um
Financial and operational targets
Throughput
4.5%
M Tonnes
15.0
15.5
16.0
15.9
4.28%
Recovery
4.5%
Percentag
e
83.0%
85.0%
87.0%
83.1%
1.63%
Cu metal
produced
6.0%
Tonnes
47,000
52,000
57,000
48,227*
2.69%
On-site cost per
tonne processed
6.0%
€/tonne
processed
16.20
15.70
15.20
14.63
6.00%
AISC in $/lb Cu
payable
9.0%
$/lb Cu
3.30
3.10
2.90
3.26
3.87%
Capex
incurred/executi
on
6%
k€
80,000
64,000
–
73,000
60,000
66,062
3.90%
Audited net
cash flows
15%
k€
(15,000)
nil
10,000
(69,931)
0.00%
H&S frequency
4.5%
LTIFR
6.25
5.25
4.25
3.33
4.50%
H&S severity
4.5%
Severity
rate
0.26
0.21
0.16
0.10
4.50%
Sub-total
60.0%
31.36%
Strategic, project and growth targets
E-LIX plant
progress**
10.0%
The Committee considered carefully the progress made
with E-LIX during the year. Although commercial
production was not achieved during the year, the
4.00%
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technology and the installation have been proven to
function.
Growth projects
evaluation
10.0%
A number of growth opportunities were evaluated during
the year. Including the Swedish joint ventures that were
announced on 19 November 2024.
7.50%
Shareholder
diversification
and interaction
10.0%
The move-up from AIM to the Main Market and the re-
domiciliation from Cyprus to Spain were both completed
during the year which together with a detailed
programme of investor meetings and communications
served to diversify the shareholder base.
7.50%
Sub-total
30.0%
19.00%
Individual personal targets
Organisation
development
5.0%
An evaluation of the top five potential executives for
inclusion on the Company’s succession plan was
undertaken which included identification of skills and
areas for development. Planning work for the move from
one to two operations was also well advanced during the
year.
3.75%
Direct report
blended
personal targets
5.0%
The Committee considered the outcome of the
performance of the CFO and Rio Tinto General Manager
during the year. v The CFO and GM’s targets comprised a
combination of operational, financial, ESG and strategic
targets for which each was responsible. The blended
outcome of these performances resulted in 80%
achievement under this metric was appropriate.
4.03%
Sub-total
10.0%
7.78%
Grand total
100.0%
58.14%
* During the year, the Riotinto operation modified its plan to mine and process ores with higher silver
content to compensate for the lower copper ore grade, which had the effect of increasing copper
equivalent production and revenues. Accordingly, in assessing actual performance, the Committee
considered 2,000 tonnes of copper equivalent of the incremental silver production in assessing
performance under this metric.
** This metric considers both the absolute level of capex incurred compared with target as well as
an assessment of expenditure with a focus on timing and cost efficiency. Considering these factors,
the Committee’s final assessment was 65% of maximum bonus for this metric notwithstanding that
the absolute level of expenditure was within the target range which would otherwise have implied
an outcome of 75%..
The Committee considered the formulaic outcomes in the context of the Company’s overall business
performance, including consideration of shareholder experience and the CEO’s individual
performance. The Committee determined that the formulaic outcomes were fair and reasonable,
and that the CEO’s bonus payment did not need to be adjusted.
Therefore, performance against the measures (adjusted as described above in the notes to the
operational performance targets table) result in a bonus for the CEO for 2024 as follows (with 2023
figures in brackets for comparison):
Year
Maximum
opportunity (% of
base annual
salary)
Maximum
opportunity (€)
% of maximum
payable
Total bonus
2024
100%
€505,308
58.14%
€293,787
2023
100%
€488,220
67.00%
€327,000
Long-term incentive plan
The CEO was granted options over 400,000 ordinary shares in the Company on 11 June 2024 pursuant
to the 2020 LTIP at an exercise price of 413.5 pence per ordinary share being the mid-market price on
the grant date. There are no performance conditions attached to the exercise of the 2024 Options.
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One third of the 2024 Options vested on the Grant Date. The balance of the 2024 Options will vest in
two equal tranches on the first and second anniversary of the Grant Date. The 2024 Options will lapse
on the fifth anniversary of the Grant Date if not already exercised.
Provision 36 of the Code provides that share awards should be subject to a total vesting and holding
period of five years or more. The award of the 2024 Options was not in accordance with Code
provision 36. As noted in the Remuneration Policy section, the Committee has formulated a revised
Directors’ Remuneration Policy which will be put to shareholders at the 2025 AGM. That policy, once
implemented, will address the minimum five-year vesting period, save for a one-off transitional
award of share options expected to take place during 2025. For further details regarding the
proposed transitional award, please see page 107 below.
As at 31 December 2024, the CEO held the following options over ordinary shares in the Company
under the rules of the 2020 LTIP:
Date
of
Grant
Interes
t as at 1
Januar
y 2024
№
grante
d in
year
Exercis
e price
Expiry
date
Vested
in year
Total
vested
Exercis
ed in
year
Lapse
d in
year
Outstan
ding as
at 31
Decemb
er 2024
29-
May-19
600,00
0
0
201.5p
28-
May-
24
0
600,00
0
600,00
0*
0
0
30-
Jun-20
400,00
0
0
147.5p
29-
Jun-30
0
400,00
0
0
0
400,000
24-
Jun-21
400,00
0
0
309.0p
23-
Jun-31
0
400,00
0
0
0
400,000
22-
Jun-22
400,00
0
0
357.5p
30-
Jun-27
133,333
400,00
0
0
0
400,000
22-
May-
23
400,00
0
0
327.0p
21-
May-
28
133,333
266,66
7
0
0
400,000
11-Jun-
24
0
400,00
0
413.5p
11-Jun-
29
133,334
133,334
0
0
400,000
*On 22 May 2024 Mr Lavandeira exercised options over 600,000 ordinary shares in the capital of
the Company when the market price was 482.45 pence per ordinary share.
Non-Executive Directors Single Remuneration Figure
The table below presents a single remuneration figure for each non-executive director (“NED”)
determined in accordance with the Regulations for the years ended 31 December 2024 and 31
December 2023 in respect of performance during the years ended on those dates.
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105 | Atalaya Mining Copper, S.A. 2024 Annual Report
NED (€’000)
2024 fees
2023 fees
Hussein Barma*
107
94
Roger Davey*
117
139
Jesús Fernández
83
74
Neil Gregson*
138
107
Kate Harcourt
103
93
Stephen Scott
120
98
Carole Whittall*
53
-
* Mr Barma became Remuneration Committee Chair on 1 July 2024 and retired as Audit
Committee Chair on 28 October 2024.
* Mr Davey retired as Chair on 1 July 2024.
* Mr Gregson became Chair on 1 July 2024.
* Ms Whittall joined the Board and its Audit Committee on 3 June 2024 and became Audit
Committee Chair on 28 October 2024.
Implementation of the new Policy in 2025
Base salary
The Committee reviewed the CEO’s annual base salary at the beginning of 2025 and determined to
increase it by 3% to €520k with effect from 1 January 2025, in line with the general overall increases
awarded to the wider workforce of 3%.
Taxable benefits
The Company may introduce private healthcare and/or life insurance for the benefit of the Executive
Director.
Annual bonus
Subject to shareholder approval of the revised policy, the annual bonus opportunity for the CEO for
2025 will be capped at 150% of salary. Performance measures will be based on financial and
operational targets linked to copper production, capital expenditure, audited net cash flow, health
and safety and community engagement (60% of potential) and strategic, project and growth targets
(30% of potential) and personal targets (10% of potential).
The targets are considered to be commercially sensitive and therefore will be disclosed
retrospectively in next year’s report.
LTIP awards
Following the preliminary announcement of the Company’s 2024 full-year results, the Committee
intends to grant the CEO a 2025 LTIP award over shares equal to 175% of salary (i.e. within the normal
200% of salary normal individual limit) which will vest three years from grant and subject to a two
year post vesting holding period. Awards will be structured as nil or nominal cost awards. The
performance targets, which will be measured over the three years ending 31 December 2027 will be
as follows:
Performance Measure
Weighting
Performance Range
Threshold
Maximum
Relative Performance
60%
Total Shareholder Return vs.
bespoke comparator
group*
1
30%
Median
Upper quartile
TSR vs. Global X Copper
Miners ETF
30%
In line with
benchmark
30% out-
performance
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106 | Atalaya Mining Copper, S.A. 2024 Annual Report
over three-
year
performance
period
Performance Measure
Weighting
Performance Range*
2
Threshold
On Target
Maximum
Absolute Performance
40%
Strategic
30%
Project performance –
Northern Spain: Development
of Touro project to
commercial operation
15%
50%
constructed
Fully
constructed
and first
concentrate
production
Fully
constructed
with
sustainable
full nameplate
processing
levels
achieved
Project performance –
Southern Spain:
Advancement of four
projects*
3
to provide ore for
treatment at Riotinto plant
15%
Completion of
two of four
projects*
3
Completion of
three of four
projects*
3
Completion of
all four
projects*
3
Sustainability
10%
Decarbonisation: Reduction
in scope 1 and 2 emissions for
concentrate production from
1 January 2022 baseline
5%
15%
25%
30%
Tailings management –
Completion of three
projects*
4
to further improve
management of tailings at
Riotinto operation
5%
Completion of
one of three
projects*
4
Completion of
two of three
projects*
4
Completion of
all three
projects*
4
*
1
Antofagasta plc, Capstone Copper Corp., Central Asia Metals Ltd, Ero Copper Corp, Freeport-
McMoRan Inc., Hudbay Minerals Inc., Lundin Mining Corporation, MAC Copper Ltd, Sandfire
Resources Ltd, Southern Copper Corporation, and Taseko Mines Ltd.
*
2
Pro-rata vesting between: (i) threshold and maximum in respect of TSR; and (ii) threshold, target
and maximum in respect of the strategic/sustainability targets where applicable.
*
3
●
San Dioniso – development of upper copper zone, define processing method for
polymetallic ore and complete mine plan for underground section
●
San Antonio – completion of drilling programme, define the processing method for
polymetallic ore and complete mine plan for underground section
●
Masa Valverde – complete access to reach high copper zone and complete development
to access ore
●
Cerro Colorado – establish final pit limits
*
4
●
Optimise capacity of current tailings storage facility and establish an improved
reclamation plan
●
Identify additional capacity, complete the design of, and obtain permitting for a new
tailings storage facility
●
Achieve compliance with Global Industry Standard on Tailings Management (GISTM)
with independent assurance and publication of annual report in line with principle 15.1.B
of GISTM
Rationale for selection of performance measures
For 60% of the 2025 awards, the Committee decided to use a dual Total Shareholder Return (“TSR”)
approach with half measured against a bespoke comparator group and half measured against the
Global X Copper Miners ETF (the “ETF”) so that there is a balanced and fair assessment of
performance:
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107 | Atalaya Mining Copper, S.A. 2024 Annual Report
• Measuring TSR against a bespoke comparator group incentivises direct outperformance against
similar mining companies facing similar macroeconomic conditions and provides focused
industry-specific benchmarking. Measuring TSR against the ETF ensures that broader market
competitiveness is maintained. Using both these relative measures offers a broader sector-wide
benchmark, ensuring that performance is not just measured against a selected comparator
group but also against overall market trends in the copper mining industry.
• Using a combination of TSR vs. the bespoke comparator group and vs. the ETF ensures that the
Company remains competitive on a global scale, avoiding a situation where outperforming a
weak comparator group still results in suboptimal shareholder returns.
• Due to the cyclical nature of the copper industry, external factors such as copper price
fluctuations can disproportionately impact TSR. Measuring performance against the ETF
neutralises the impact of broader commodity price movements, ensuring that the CEO is
rewarded for company-specific value creation rather than general sector tailwinds.
For the remaining 40% of the 2025 awards, the Committee has decided to use a combination of
strategic measures designed to create long-term sustainable shareholder value:
• The project performance metric reinforces accountability for disciplined project execution and
operational excellence.
• Decarbonisation is a strategic priority for the mining industry driven by the industry’s role in
enabling the global energy transition. Including this as a performance measure underscores the
Company’s commitment to reducing its carbon footprint and enhancing operational efficiency
and fosters accountability for achieving sustainability goals.
• The management of tailings is a critical ESG issue, directly impacting operational sustainability,
regulatory compliance, and stakeholder confidence. Including this as a performance metric
reinforces the Company’s commitment to responsible mining practices and risk mitigation and
drives accountability and progress in implementing best-in-class tailings management
measures.
One-off transitional award
As stated above, annual LTIP awards are proposed from 2025 onwards. However, assuming the initial
LTIP award is granted after approval by the Board of this Annual Report, there will be no vesting event
until 2028 (i.e. three years from grant), notwithstanding that the CEO has been in role for more than
10 years. Had similar long-term incentive awards been granted in earlier years instead of the market
value options which are now being replaced, vesting opportunities would have occurred between
2025 and 2027.
As retention of the CEO is crucial for the Company at this stage, the Committee believes that it is
appropriate to make a final ‘transitional award’ of market value options to ensure vesting events take
place in 2025, 2026, and 2027.
The Committee considered various alternatives for the design of the transitional award:
• Restricted Share Awards with no performance conditions with staggered vesting over 2025,
2026, and 2027, but with a significant reduction to the face value of the award in recognition of
the fact that the award would have a more certain outcome for the CEO;
• Market Value Options (“MVOs”) with staggered vesting over 2025, 2026, and 2027;
• Relative share price performance LTI measured over one, two, and three years; and
• Performance-related transitional LTI measured over one, two, and three years.
The Committee carefully considered a performance award. However, as there would be a one-year
short-term incentive and a three-year long-term incentive, both with performance criteria; to try and
overlay additional performance criteria to fit between the two was challenging.
Having considered the pros and cons of the alternative approaches and consulting with major
shareholders, the Committee’s preference was to grant a final award of MVOs consistent with the
existing long-term incentive arrangement. The rationale for and principle of this received broad
support from those shareholders whom the Committee met with as part of its consultation exercise.
In response to shareholder feedback, the Committee will apply a performance ‘underpin’ to the
vesting of the MVOs. Factors which the Committee will take into consideration when applying the
discretionary ‘underpin’ include:
• the Company’s overall performance in terms of share price growth and total shareholder return;
• key financial and operational metrics;
• whether there have been material impairments or exceptional losses; or
• whether there have been significant environmental, social or reputational issues.
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108 | Atalaya Mining Copper, S.A. 2024 Annual Report
When proposing the quantum of the transitional award to the CEO, the Committee considered the
total number of share options that would have vested in each of 2025, 2026 and 2027 (i.e. 400,000
MVOs each year) had further MVO awards been made on the same basis as in recent years. To deliver
this vesting profile, an MVO award over 800,000 shares would be required, with 1/6
th
vesting in 2025,
1/3
rd
vesting in 2026 and 50% vesting in 2027. The Committee has considered the value of the MVOs
and is comfortable that they are in line with the expected value of LTIs that would have been granted
had the new scheme already been in place.
Provision 36 of the Code provides that share awards should be subject to a total vesting and holding
period of five years or more. The proposed one-off transitional award would not be in compliance
with Provision 36. However, it is considered necessary to bridge the vesting gap between the previous
MVO approach and the proposed annual three-year LTI policy.
Given that this would be a ‘one-off’ award, it has not been included in the new Policy. However, a
resolution authorising the grant of one final award of MVOs over 800,000 shares for the CEO in 2025
will be put to the forthcoming Annual General Meeting for shareholder approval. This transitional
award of MVOs will be subject to the leaver provisions in the Rules of the Long-Term Incentive Plan
2020 as summarised on page 99.
NED fees
Current NED fees (denominated in Sterling), which remain unchanged from 1 January 2024 are as
follows:
Chair fee
£114,300
Base NED fee
£66,300
Audit Chair fee
£17,000
Other Committee Chair fee
£12,000
Committee member fee
£4,500
NEDs receive no benefits and do not participate in any of the Company’s short- or long-term
incentive plans.
Additional information
Payments to past directors
There were no payments made to past directors during 2024.
Payments for loss of office
No payments in lieu of notice or for loss of office were made during 2024.
Statement of directors’ shareholding and share interests
Directors’ interests in shares as at 31 December 2024 are set out in the table below.
№ of shares
№ of unvested
share options
№ of vested share
options
Shareholding
requirements
Executive Director
17Mar2
5
31Dec2
4
31Dec2
3
17M
ar2
5
31D
ec2
4
31D
ec2
3
17M
ar25
31D
ec2
4
31D
ec2
3
31Dec24
A
Lavandeir
a
880,00
0
880,00
0
430,00
0
400
,00
0
400
,00
0
400
,00
0
1,60
0,00
0
1,60
0,00
0
1,80
0,00
0
Met*
Non-Executive Directors
17Mar2
5
31Dec2
4
31Dec2
3
17M
ar2
5
31D
ec2
4
31D
ec2
3
17M
ar25
31D
ec2
4
31D
ec2
3
31Dec24
H Barma
0
0
0
n/a
n/a
n/a
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109 | Atalaya Mining Copper, S.A. 2024 Annual Report
R Davey
0
0
0
n/a
n/a
n/a
J
Fernánde
z
65,000
n/a
n/a
n/a
N
Gregson
12,800
10,000
5,000
n/a
n/a
n/a
K
Harcourt
0
0
0
n/a
n/a
n/a
S Scott
0
0
0
n/a
n/a
n/a
C Whittall
0
0
0
n/a
n/a
n/a
* As at 31 December 2024, the CEO’s shareholding requirement was 100% of his annual base salary.
As at 31 December 2024 his shareholding of 880,000 was worth €3.82m which represented more
than 800% of his base annual salary as at that date.
Fixed Pay
Variable Pay
Total
Salary
Pension
Benefits*
Total
fixed
Cash
bonus**
Share
Options***
Total
variable
FY2024
498,188
€
50,531 €
5,580 €
554,299 €
293,787 €
409,000 €
702,787
€
1,257,086
€
FY2023
481,000
€
0 €
6,000 €
487,000
€
327,000 €
190,000 €
517,000 €
1,004,000
€
FY2022
467,000
€
0 €
9,000 €
476,000
€
322,999 €
426,000 €
748,999 €
1,224,999
€
FY2021
452,000
€
0 €
9,000 €
461,000 €
357,000 €
321,000 €
678,000 €
1,139,000
€
FY2020
440,000
€
0 €
8,000 €
448,000
€
438,000 €
291,000 €
729,000 €
1,177,000
€
* Lease car benefit in kind + taxes paid by Atalaya.
**This is the bonus earned in respect of the relevant financial year - but it will not be / was not paid
until the following year.
***
The amount relates to the non-cash expense recognised in accordance with IFRS 2 Share
Based Payments.
On 11 June 2024 granted options over 400,000 Ordinary Shares at an exercise price of 413.5
pence per share (being the market value at grant). 133,334 vested on grant and the balance
will vest in two equal tranches on the first and second anniversaries of grant. They expire on
11 June 2029.
On 22 May 2023 granted options over 400,000 Ordinary Shares at an exercise price of 327.0
pence per share (being the market value at grant). 133,334 vested on grant, 133,333 vested on
the first anniversary of grant and the balance will vest on the second anniversary of grant.
They expire on 21 May 2028.
On 22 June 2022 granted options over 400,000 Ordinary Shares at an exercise price of 357.5
pence per share (being the market value at grant). 133,334 vested on grant, 133,333 vested on
the first anniversary of grant and the balance vested on the second anniversary of grant.
They expire on 30 June 2027.
On 24 June 2021 granted options over 400,000 Ordinary Shares at an exercise price of 309.0p
per share (being the market value at grant). All have now vested, and they expire on 23 June
2031.
On 30 June 2020 granted options over 400,000 Ordinary Shares at an exercise price of 147.5p
per share (being the market value at grant). All have now vested, and they expire on 29 June
2030.
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**
106,412
**
106,412
** Mr Fernández is the appointee of Urion Holdings (Malta) Ltd which holds 30,821,213 shares in the
Company (excluding Mr Fernández’s personal holding of 106,412 shares).
CEO pay history
The total remuneration of the CEO, Alberto Lavandeira, for the past five years:
Governance
110 | Atalaya Mining Copper, S.A. 2024 Annual Report
Total shareholder return performance graph and table
The chart below shows the value by 31 December 2024 of a hypothetical £100 invested in Atalaya
shares on 31 December 2014 compared with the value of £100 vested in the FTSE 250 index over the
same period. Although Atalaya was first listed on the London Stock Exchange on 29 April 2024 and
prior to that had been listed on AIM), the FTSE 250 was selected because it is considered to be the
best comparator group for Atalaya going forward.
CEO pay ratio table
The Company has one employee employed in the UK and, as a result is exempt from the gender pay
and average employee: CEO pay disclosure requirements.
Relative importance of spend on pay
The table below show the amount of dividends, and capital expenditure against employee costs for
the last two financial years.
2024 €’m
2023 €’m
Change %
Total employee costs
27.9
25.8
9%
Dividends paid
10.3
11.5
(10%)
Capital expenditure
66.1
54.3
22%
APPROVAL
This report was approved by the Board of Directors on 17 March 2025 and signed on its behalf by:
Hussein Barma
Remuneration Committee Chair
17 March 2025
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111 | Atalaya Mining Copper, S.A. 2024 Annual Report
Directors’ Report
The Directors’ present their report, together with the audited financial statements for the year ended
31 December 2024.
In addition to the information set out herein, this Directors’ Report incorporates by reference the
following sections of the Annual Report:
Strategic report
Governance report
Additional directors’ report disclosures
Financial statements
In accordance with the requirements of Spanish corporate law for the preparation of consolidated
financial statements, Atalaya Mining Copper, S.A. includes a Management Report as an integral part
of this Annual Report. The information required under Article 262 of the Spanish Capital Companies
Act (Ley de Sociedades de Capital) and Article 49 of the Commercial Code has been incorporated into
the Strategic Report and the Governance Report.
These sections provide a comprehensive overview of the Group’s business performance, financial
position, principal risks and uncertainties, outlook, and non-financial information, ensuring full
compliance with applicable Spanish regulatory requirements. Accordingly, the Annual Report, in its
entirety, serves as the Group’s Management Report, fulfilling all legal disclosure obligations.
Listing Rule 6.64R
Information required to be disclosed under the Financial Conduct Authority’s Listing Rule 6.6.1R) can
be found in the following note to the financial statements:
Note
LR 6.6.1R(1)
Statement of capitalised interest
8
There is no further information to be disclosed pursuant to LR 6.6.1R
Members of the board of directors
The directors of the Company in office at the date of this report, together with their biographical and
independence details, are listed on pages 54 to 59. The Directors of the Company who served during
the year under review are listed below:
Hussein Barma
Roger Owen Davey
Chair until 1 July 2024. Retired from the Board on 31
December 2024
Jesús Fernández Lopez
Neil Dean Gregson
Chair from 1 July 2024
Kate Jane Harcourt
Senior Independent Director from 1 July 2024
Alberto Arsenio Lavandeira Adán
Chief Executive Officer & Managing Director
Stephen Victor Scott
Carole Helene Whittall
Principal activity
The principal activity of the Group is the production and sale of copper and other critical metals.
Results
The Group’s results for the year ended 31 December 2024 are detailed in the Financial Review on
pages 39, and the consolidated income statement is provided on page 123.
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112 | Atalaya Mining Copper, S.A. 2024 Annual Report
Dividends
An interim dividend of US$0.04 per ordinary shares was paid on 19 September 2024 (2023: US$0.05)
to shareholders on the register on 23 August 2024. The Board is recommending the payment of a
final dividend of US$0.03 per ordinary share..
Information given to the auditor
Each Director has confirmed that, so far as they are aware, there is no relevant audit information of
which the Company’s auditor is unaware. Furthermore, each Director has taken the necessary steps
to ensure that they are aware of any relevant audit information.
Political donations and expenditure
The Group made no political donations during the year ended 31 December 2024 (2023: €nil). The
Company’s policy prohibits the payment of political donations and expenditure.
Important events since year end
Details of any important events that occurred after the balance sheet date are provided in note 35 to
the financial statements on page 197.
Future Developments
The Company is focused on expanding its asset base, particularly through advancing exploration and
development activities at Proyecto Touro and Proyecto Masa Valverde. Further details about these
initiatives and our future growth strategy are outlined in the Strategic Report.
Research and Development Activities
R&D projects are an essential driver for increase the capacity and the Life of Mine (“LOM”) of the actual
mines with more sustainable energy models and meeting the challenge of decarbonization in
industrial production.
In recent years, Atalaya have made efforts to create a specific department for Innovation to
collaborate internally and with our external partners.
Main current activities are related to developing technologies for the treatment of acidic waters,
recovery of metals and co-products from acidic waters and implement magnetic aggregation
technology in the flotation circuit to increase metallurgical yields. Some of these activities have been
granted with European funds and executed in collaboration with universities and international
companies.
For information, see our Sustainability Report 2024.
Acquisition of own shares
The Company did not acquire any of its own shares during the period under review.
Branches
The Company does not operate any branches either inside or outside the UK.
Financial risk management
The required disclosure can be found in Note 3 to the financial statements.
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113 | Atalaya Mining Copper, S.A. 2024 Annual Report
Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and Financial Statements in
accordance with applicable law and regulations. They ensure that the financial statements give a
true and fair view of the state of the Company and are prepared in line with International Financial
Reporting Standards (IFRS) as adopted by the European Union. A full statement of Directors’
responsibilities is provided on page 116.
Employee Engagement
Our employees are at the heart of our operations. The ways in which we engage with our workforce
are discussed in the sustainability report, ensuring open communication, safety, and well-being
across all operations.
Supplier and customer engagement
Information on the Board’s engagement with its suppliers and customers is detailed in our
sustainability report.
Share capital
Structure
The Company has one class of ordinary shares which, until 27 December 2024, were denominated as
shares of GBP 7.5 pence each nominal value and since 27 December 2024 have been denominated
as ordinary shares of EUR 0.09 each nominal value.
Details of the Company’s authorised and issued share capital, together with movements in the issued
share capital during the year, can be found in Note 23 to the financial statements on page 182.
Restrictions
There are no specific restrictions on the size of a holding or on the transfer of shares, which are both
governed by the provisions of the Company’s articles of association and prevailing Spanish
legislation.
Major shareholdings
As of 31 December 2024, the Company has been advised of the following major holdings in its issued
share capital, in accordance with DTR 5:
Ordinary
Shares
%
Urion Holdings (Malta) Ltd (subsidiary of Trafigura Group Pte.
Ltd.)
30,821,212
21.93%
Cobas Asset Management, SGIIC, S.A.
21,170,270
15.04%
Ithaki Limited
8,420,633
6.02%
Hamblin Watsa Investment Counsel (subsidiary of Fairfax
Financial Holding Ltd.)
8,251,795
5.87%
The interests in the table above are as stated by the shareholder at the time of the notification and
current interests may vary.
Between 31 December 2024 and the date of this Report, the Company has not been advised of any
changes to its major shareholders.
Special rights relating to control of the Company
No person has any special rights with regard to the control of the Company’s share capital and all
issued shares are fully paid.
No shares relating to The Atalaya Mining Plc Long-Term Incentive Plan 2020 have rights with regard
to control of the Company that are not exercisable directly by the employees.
Restrictions on voting rights
Each share carries the right to one vote at general meetings of the Company.
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114 | Atalaya Mining Copper, S.A. 2024 Annual Report
Agreements between shareholders restricting transferability
The Directors are not aware of any agreements between holders of the Company’s shares that may
have resulted in restrictions on the transfer of shares or on voting rights.
Directors’ interests in shares
Details of Directors’ beneficial interests in the Company’s shares are outlined in the Directors’
Remuneration Report on page 108.
Appointment and replacement of directors
It is the Board’s policy that all Directors should retire and, should the Director wish to continue in
office, seek election or re-election annually.
The Company’s articles of association provide that directors serve for a term of one year, although
they may be re-elected for further terms of the same maximum duration.
If a director leaves their position before the end of their term, the board of directors can appoint a
replacement to serve only for the remaining term of the departing director. The appointment of the
replacement director is only temporary and must be ratified at the next general shareholder’s
meeting.
Directors may be removed from office at any time by shareholders, even if their removal is not on the
agenda of a general meeting.
Amendment to Articles of Association
Under the Spanish Companies Act (Ley de Sociedades de Capital), any amendment to a company's
articles of association (estatutos sociales) must be approved by shareholders at a validly constituted
general meeting (junta general).
For a general meeting to be validly constituted for this purpose, shareholders together holding at
least 50% of all the shares in the capital of the Company which carry voting rights (the "Voting Share
Capital") must be present in person or by proxy.
If this quorum is met, an absolute majority of the votes cast must be in favour for the amendment to
be approved.
If this quorum is not met, a further general meeting may be held. That adjourned meeting will be
validly constituted if it is attended by shareholders in person or by proxy representing at least 25% of
the Voting Share Capital. In that event, the amendment will require:
• at least two-thirds of the votes cast to be in favour (where between 25% and 50% of the
Voting Share Capital is represented); or
• an absolute majority of the votes cast to be in favour (where more than 50% of the Voting
Share Capital is represented).
Directors’ powers
The powers of the Directors are determined by the Company’s Articles of Association (estatutos
sociales) and the Spanish Companies Act (Ley de Sociedades de Capital).
Change of control
The following significant agreements could allow counterparties to terminate or alter arrangements
in the event of a change of control:
• the Group's borrowing facilities; and
• Arrangements with Lain Technologies Ltd., the owner of the E-LIX technologies.
The Rules of the Long-Term Incentive Plan 2020 contain provisions as a result of which options and
awards may vest and become exercisable on a change of control of the Company in accordance with
the rules of that plan.
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The CEO’s service contract includes a change of control provision whereby in the event that there a
change of control and within 12 months after the event (i) the contract is terminated by the Company;
or (ii) the employee terminates his contract with at least three months’ notice due to a pre-agreed
good reason, the executive will receive the equivalent to 24 months’ base salary less any payment
made in lieu of notice and any legal severance payment.
In addition, five other members of the management team have similar provisions in their
employment agreements.
Directors’ liabilities
The Company has purchased insurance against Directors' and Officers' liability for the benefit of
directors and officers of the Company and its subsidiaries.
To the extent permitted by the Companies Act 2006, the Company has provided indemnities to each
Director in respect of liabilities in connection with the performance of their duties. These indemnities
remained in place throughout the year and continue as of the date of this report.
Auditor
Following a comprehensive tender process led by the Audit Committee, the Board appointed a new
auditor for the Group, effective for the three financial years starting 1 January 2024 and ending on 31
December 2027 financial year onwards. This appointment reflects the recent relocation of the
Company’s domicile to Spain. Shareholders approved the new auditor’s appointment at the time that
they approved the re-domiciliation of the Company, and the appointment was subject to the
condition that the cross-border conversion took effect before the end of 2024. Further details
regarding the tender process can be found on page 82.
Annual General Meeting
The Annual General Meeting of the Company will be held at Hamilton House, 1 Temple Avenue,
London EC4Y 0HA, United Kingdom on Tuesday, 24 June 2025 at 11am. The notice convening the
meeting will be given in a separate document and will include a commentary on the business of the
AGM, will explain how shareholders can take part and will include notes to help shareholders exercise
their rights at the meeting.
Neil Gregson
Chair
Atalaya Mining Copper, S.A.
17 March 2025
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Responsibility Statement of the Directors
in respect of the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report (which comprises the Strategic Report,
the Governance Report, and Other Disclosures), and Financial Statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union and applicable
laws and regulations.
The Directors are also responsible for keeping adequate accounting records that are sufficient to
show and explain the Company’s and Group’s transactions and which disclose with reasonable
accuracy at any time the financial position of the Company and of the Group and enable them to
ensure that the financial statements comply with applicable law and regulations. 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 confirm that, to the best of their knowledge:
• suitable accounting policies have been selected and applied;
• judgements and estimates made have been reasonable, relevant and reliable;
• the Financial Statements comply with IFRS as adopted by the European Union;
• the Company and Group’s ability to continue as a going concern has been assessed and it is
appropriate that the financial statements have been prepared on the going concern basis.
Responsibility statement of the Directors in respect of the annual financial report
The Annual Report and Financial Statements are the responsibility of, and have been approved by,
the Directors. Each of the Directors named on pages 54 to 59 confirms that to the best of his/her
knowledge:
• the Annual Report and Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy;
• the consolidated financial statements, prepared in accordance with IFRS as adopted by the EU
and the relevant provisions of Spanish law, give a true and fair view of the assets, liabilities,
financial position and profit of the Company and the undertakings included in the consolidation
taken as a whole; and
• the Annual Report includes a fair review of the development and performance of the business
and the position of the Group and Company and the undertakings included in the consolidation
taken as a whole, together with a description of the risks and uncertainties that they face.
This responsibility statement was approved by the Board of Directors on 17 March 2025 and is signed
on its behalf by
Neil Gregson
Chair
17 March 2025
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Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
(Euro 000’s) | Note | 2024 | 2023 | |
Revenue | 5 | |||
Operating costs and mine site administrative expenses | ( | ( | ||
Mine site depreciation, amortisation and impairment | 13,14 | ( | ( | |
Gross profit | ||||
Administration and other expenses | ( | ( | ||
Share based benefits | 24 | ( | ( | |
Impairment loss on financial and contract assets | 15 | ( | ||
Exploration expenses | ( | ( | ||
Care and maintenance expenditure | ( | ( | ||
Other income | ||||
Operating profit | ||||
Net foreign exchange gain/(loss) | 4 | ( | ||
Interest income from financial assets at amortised cost | 8 | |||
Finance costs | 9 | ( | ( | |
Profit before tax | ||||
Tax | 10 | |||
Profit for the year | ||||
Profit for the year attributable to: | ||||
- | Owners of the parent | 25 | ||
- | Non-controlling interests | 25 | ( | |
Earnings per share from operations attributable to ordinary equity | ||||
holders of the parent during the year: | ||||
Basic earnings per share (EUR cents per share) | 11 | |||
Diluted earnings per share (EUR cents per share) | 11 | |||
Profit for the year | ||||
Other comprehensive income: | ||||
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods (net of tax): | ||||
Change in fair value of financial assets through other comprehensive income ‘OCI’ | 21 | ( | ( | |
Total comprehensive income for the year | ||||
Total comprehensive income for the year attributable to: | ||||
- | Owners of the parent | 25 | ||
- | Non-controlling interests | 25 | ( | |
The notes on subsequent pages are an integral part of these consolidated financial statements.
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Consolidated Statement of Financial Position
As at 31 December 2024
(Euro 000’s) | Note | 31 Dec 2024 | 31 Dec 2023 |
Assets | |||
Non-current assets | |||
Property, plant and equipment | 13 | ||
Intangible assets | 14 | ||
Loans | 19 | ||
Trade and other receivables | 20 | ||
Non-current financial asset | 21 | ||
Deferred tax asset | 17 | ||
Current assets | |||
Inventories | 18 | ||
Loans | 19 | ||
Trade and other receivables | 20 | ||
Tax refundable | |||
Other financial assets | 21 | ||
Cash and cash equivalents | 22 | ||
Total assets | |||
Equity and liabilities | |||
Equity attributable to owners of the parent | |||
Share capital | 23 | ||
Share premium | 23 | ||
Other reserves | 24 | ||
Accumulated profit | |||
Non-controlling interests | 25 | ( | |
Total equity | |||
Liabilities | |||
Non-current liabilities | |||
Trade and other payables | 26 | ||
Provisions | 27 | ||
Lease liability | 28 | ||
Borrowings | 29 | ||
Current liabilities | |||
Trade and other payables | 26 | ||
Lease liability | 28 | ||
Current tax liabilities | |||
Provisions | 27 | ||
Borrowings | 29 | ||
Total liabilities | |||
Total equity and liabilities |
The notes on subsequent pages are an integral part of these consolidated financial statements.
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Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Share | Share | Other | Accum. | Total | ||||
(Euro 000’s) | Note | reserves | Total | NCI | ||||
capital | premium | (1) | Profits | equity | ||||
1 Jan 2024 | ( | |||||||
Profit for the period | ||||||||
Change in fair value of financial assets | 21 | ( | ( | ( | ||||
through other comprehensive income ‘OCI’ | ||||||||
Total comprehensive (loss)/income | ( | |||||||
Issuance of share capital | 23 | |||||||
Recognition of depletion factor | 24 | ( | ||||||
Recognition of non-distributable reserve | 24 | |||||||
Recognition of distributable reserve | 24 | ( | ||||||
Recognition of share-based payments | 24 | ( | ||||||
Other changes in equity | ( | ( | ( | ( | ||||
Revaluation of non-controlling interest | ( | ( | ( | |||||
Dividends paid | 12 | ( | ( | ( | ||||
31 Dec 2024 |
Share | Share | Other | Accum. | Total | ||||
(Euro 000’s) | Note | reserves | Total | NCI | ||||
capital | premium | (1) | Profits | equity | ||||
1 Jan 2023 | ( | |||||||
Profit/(loss) for the period | ( | |||||||
Change in fair value of financial assets through other comprehensive income ‘OCI’ | 21 | ( | ( | ( | ||||
Total comprehensive (loss)/income | ( | ( | ||||||
Recognition of share-based payments | 24 | |||||||
Other changes in equity | ||||||||
Dividends paid | 12 | ( | ( | ( | ||||
31 Dec 2023 | ( |
(1)
Refer to Note 23
The notes on subsequent pages are an integral part of these consolidated financial statements
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Consolidated Statement of Cash Flows
for the year ended 31 December 2024
(Euro 000’s) | Note | 2024 | 2023 |
Cash flows from operating activities | |||
Profit before tax | |||
Adjustments for: | |||
Depreciation of property, plant and equipment | 13 | ||
Amortisation of intangible assets | 14 | ||
Recognition of share-based payments | 24 | ||
Interest income | 8 | ( | ( |
Interest expense | 9 | ||
Unwinding of discounting | 9 | ||
Legal provisions | 27 | ( | |
Impairment loss on financial and contract assets | 6 | ||
Reversal of Intangible Asset Impairment | 14 | ( | |
Net foreign exchange differences | ( | ||
Unrealised foreign exchange (loss)/gain on financing activities | ( | ( | |
Cash inflows from operating activities before working capital changes | |||
Changes in working capital: | |||
Inventories | 18 | ( | |
Trade and other receivables | 20 | ( | |
Trade and other payables | 26 | ( | |
Provisions | 27 | ( | ( |
Cash flows from operations | |||
Interest expense on lease liabilities | 28 | ( | ( |
Interest paid | ( | ( | |
Tax paid | ( | ( | |
Net cash from operating activities | |||
Cash flows from investing activities | |||
Purchases of property, plant and equipment | 13 | ( | ( |
Purchases of intangible assets | 14 | ( | ( |
Payments for investments | 19 | ( | |
Interest received | 8 | ||
Net cash used in investing activities | ( | ( | |
Cash flows from financing activities | |||
Lease payment | 28 | ( | ( |
Proceeds from borrowings | 29(a) | ||
Repayment of borrowings | 29(a) | ( | ( |
Proceeds from issue of share capital | |||
Dividends paid | 12 | ( | ( |
Net cash (used in)/from financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Net foreign exchange difference | ( | ||
Cash and cash equivalents: | |||
At beginning of the year | 22 | ||
At end of the year | 22 |
The notes on subsequent pages are an integral part of these consolidated financial statements.
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Proyecto | Proyecto | Proyecto | ||||
Net book value | Proyecto | Ossa | Masa | Proyecto | Riotinto | |
(€'000) | Touro | Morena | Valverde | Riotinto | East | Total |
Mining assets | 31,894 | 2,101 | 3,842 | 441,295 | 50 | 479,182 |
Non-mining assets | - | - | - | 59 | - | 59 |
31,894 | 2,101 | 3,842 | 441,354 | 50 | 479,241 |
2. Summary of material accounting policies
The principal accounting policies applied in the preparation of these consolidated and company
financial statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
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Entity name | Business | % (2) | Country |
Atalaya Mining Copper, S.A. (former Atalaya Mining Plc) | Holding | n/a | Spain |
EMED Marketing Ltd. | Trade | 100% | Cyprus |
Atalaya Riotinto Minera, S.L.U. | Operating | 100% | Spain |
Recursos Cuenca Minera, S.L. (3) | Dormant | 50% | Spain |
Atalaya Minasderiotinto Project (UK), Ltd. | Holding | 100% | United Kingdom |
Eastern Mediterranean Exploration & Development, S.L.U. | Dormant | 100% | Spain |
Atalaya Touro (UK), Ltd. | Holding | 100% | United Kingdom |
Fundación ARM | Trust | 100% | Spain |
Cobre San Rafael, S.L. (1) | Development | 10% | Spain |
Atalaya Servicios Mineros, S.L.U. | Holding | 100% | Spain |
Atalaya Masa Valverde, S.L.U. | Development | 100% | Spain |
Atalaya Financing Ltd. | Financing | 100% | Cyprus |
Atalaya Ossa Morena, S.L. | Development | 99.9% | Spain |
Iberian Polimetal S.L. | Development | 100% | Spain |
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Land and buildings | UOP |
Deferred mining costs | UOP |
Plant and equipment | UOP |
Other assets: Furniture/fixtures/office equipment/Motor vehicles | 5 – 10 years |
Right of use assets (IFRS 16) | UOP |
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Right-of-use asset | Depreciation terms in years |
Lands and buildings | Based on Units of Production (UOP) |
Motor vehicles | Based on straight line depreciation |
Laboratory equipment | Based on straight line depreciation |
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(Euro 000’s) | Level 1 | Level 2 | Level 3 | Total |
31 Dec 2024 | ||||
Other current financial assets | ||||
Financial assets at FV through OCI | 23 | - | 1,101 | 1,124 |
Trade and other receivables | ||||
Receivables (subject to provisional pricing) | - | 10,769 | - | 10,769 |
Total | 23 | 10,769 | 1,101 | 11,893 |
31 Dec 2023 | ||||
Other current financial assets | ||||
Financial assets at FV through OCI | 30 | - | 1,101 | 1,131 |
Receivables (subject to provisional pricing) | - | 15,164 | - | 15,164 |
Total | 30 | 15,164 | 1,101 | 16,295 |
`
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Carrying | Contract | Less | Between 3 | Between | Between | Over 5 | |
(Euro 000’s) | amount | ual cash | than 3 | – 12 | 1 – 2 | 2 – 5 | years |
s | flows | months | months | years | years | ||
31 Dec 2024 | |||||||
Lease liability | 3,801 | 4,323 | - | 519 | 519 | 1,556 | 1,729 |
Other financial | 17,787 | 18,983 | 1,519 | 6,015 | 5,670 | 5,779 | - |
liabilities | |||||||
Non-current | 12,492 | 13,750 | - | - | 750 | 11,000 | 2,000 |
payables | |||||||
Trade and other payables | 90,090 | 90,255 | 52,929 | 37,266 | 60 | - | - |
124,170 | 127,311 | 54,448 | 43,800 | 6,999 | 18,335 | 3,729 | |
31 Dec 2023 | |||||||
Lease liability | 4,378 | 4,841 | - | 519 | 1,037 | 1,556 | 1,729 |
Other financial | 66,687 | 67,896 | 1,749 | 51,171 | 9,912 | 5,064 | - |
liabilities | |||||||
Non-current | 2,003 | 2,750 | - | - | 750 | - | 2,000 |
payables | |||||||
Trade and other payables | 75,922 | 75,922 | 36,964 | 38,882 | 76 | - | - |
148,990 | 151,409 | 38,713 | 90,572 | 11,775 | 6,620 | 3,729 |
(Euro 000’s) | 2024 | 2023 |
USD | ||
Cash and cash equivalents | 15,513 | 70,496 |
Trade and other receivables | 10,769 | 31,580 |
26,282 | 102,075 | |
GBP | ||
Cash and cash equivalents | 70 | 41 |
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Effect on profit | Effect on profit | Effect on equity for | Effect on equity for | |
before tax for the | before tax for the | the year ended 31 | the year ended 31 | |
year ended 31 Dec | year ended 31 Dec | Dec 2024 | Dec 2023 | |
2024 | 2023 | increase/(decrease) | increase/(decrease) | |
increase/(decrease) | increase/(decrease) | |||
(Euro 000’s) | ||||
(+5%) | 20,364 | 17,454 | 16,698 | 14,312 |
(-5%) | (20,364) | (17,454) | (16,698) | (14,312) |
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Effect on | Effect on | Effect on | Effect on | |
profit before | profit before | equity for the | equity for the | |
tax for the | tax for the | year ended 31 | year ended 31 | |
year ended 31 | year ended 31 | Dec 2024 | Dec 2023 | |
Dec 2024 | Dec 2023 | increase/(decr | increase/(dec | |
increase/(dec | increase/(decr | ease) | rease) | |
(Euro 000’s) | rease) | ease) | ||
Increase/(decrease) in copper prices | ||||
Increase $0.05/lb (2023: | 5,012 | 5,138 | 4,110 | 4,213 |
$0.05) | ||||
Decrease $0.05/lb (2023: | (5,012) | (5,138) | (4,110) | (4,213) |
$0.05) |
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Unrestricted cash and cash equivalents at Group level | 43,184 | 94,868 |
Unrestricted cash and cash equivalents at Operation level | 9,694 | 26,139 |
Consolidated cash and cash equivalents | 52,878 | 121,007 |
Net cash position (1) | 35,091 | 54,320 |
Working capital surplus | 44,728 | 68,618 |
(Euro 000’s) | 2024 | 2023 |
Non-current financial assets | ||
Non-current loans | 2,768 | 233 |
Non-current deposits | 611 | 307 |
3,379 | 540 | |
Current financial assets | ||
Current loans | 5,352 | - |
Current receivables | 11,458 | 16,039 |
16,810 | 16,039 | |
Total | 20,189 | 16,579 |
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(Euro 000’s) | 2024 | 2023 |
Variable rate instruments | ||
Financial assets | 52,878 | 121,007 |
Equity | Profit or loss | |||
(Euro 000’s) | 2024 | 2023 | 2024 | 2023 |
Variable rate instruments | 529 | 1,210 | 529 | 1,210 |
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(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Total liabilities less cash | 104,433 | 57,170 |
Total equity (excluding NCI) | 516,384 | 501,496 |
Total capital | 620,187 | 558,666 |
Gearing ratio | 16.82% | 10.23% |
3.3 Critical accounting judgements and Key sources of estimation
uncertainty
The preparation of the Group’s financial statements requires management to apply judgements,
estimates, and assumptions that affect the recognition and measurement of assets, liabilities,
revenues, and expenses. These judgements and estimates are based on management’s experience,
industry knowledge, and expectations of future events that are considered reasonable under the
circumstances.
Under IAS 1 – Presentation of Financial Statements, the Group distinguishes between critical
accounting judgements and key sources of estimation uncertainty, as they have different disclosure
requirements:
- Critical accounting judgements involve decisions made by management in applying
accounting policies that have the most significant impact on the financial statements (IAS 1,
paragraph 122). These judgements do not involve estimation uncertainty but require
management to make subjective assessments in applying IFRS.
- Key sources of estimation uncertainty involve assumptions about the future that create a
significant risk of material adjustment to the carrying amounts of assets and liabilities within
the next financial year (IAS 1, paragraph 125). These estimates are subject to inherent
uncertainty, and actual results may differ from those originally assumed.
Management continuously evaluates these judgements and estimates to ensure they remain
appropriate and reflect the latest available information. Significant accounting judgements and
critical estimates identified by the Group are outlined below, along with their potential financial
impact.
Critical accounting judgments
(a) Consolidation of Cobre San Rafael
Cobre San Rafael, S.L. is the entity that holds the mining rights for Proyecto Touro. Although the
Group initially owned only a 10% equity interest, management has exercised judgement under IFRS
10 – Consolidated Financial Statements and determined that Atalaya controls Cobre San Rafael, S.L.
and should consolidate up to 80% of its interest in the Group’s financial statements.
This judgement is based on the following key factors:
Power Over Relevant Activities
- Atalaya has substantive rights that enable it to direct key operational and financial decisions.
- The Group has the ability to appoint key personnel, including senior management and
operational leadership.
- One of the two Directors of Cobre San Rafael, S.L. is appointed by Atalaya, allowing it to
influence strategic decisions.
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165 | Atalaya Mining Copper, S.A. 2024 Annual Report
Revenue – from external customers | 2024 | 2023 |
€'000 | €'000 | |
Switzerland | 256,243 | 260,284 |
Singapore | 69,676 | 80,031 |
Spain | 878 | 31 |
326,797 | 340,346 |
Revenue – from external customers | 2024 | 2023 |
€'000 | €'000 | |
Cyprus | 25,404 | 25,712 |
Spain | 301,393 | 314,634 |
326,797 | 340,346 |
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166 | Atalaya Mining Copper, S.A. 2024 Annual Report
Non-current assets | 2024 | 2023 |
€'000 | €'000 | |
Spain | 479,241 | 434,136 |
479,241 | 434,136 |
(Euro 000’s) | 2024 | 2023 | ||
Segment | €’000 | Segment | €’000 | |
Offtaker 1 | Copper | 69,676 | Copper | 80,031 |
Offtaker 2 | Copper | 91,849 | Copper | 76,688 |
Offtaker 3 | Copper | 164,394 | Copper | 183,596 |
(Euro 000’s) | 2024 | 2023 |
Revenue from contracts with customers (1) | 341,787 | 344,940 |
Fair value gain/(loss) relating to provisional pricing within | (15,868) | (4,594) |
sales (2) | ||
Other income (3) | 878 | - |
Total revenue | 326,797 | 340,346 |
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167 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 2024 | 2023 |
Operating costs* | 197,793 | 208,416 |
Care and maintenance expenditure | 16,723 | 11,511 |
Exploration expenses | 4,975 | 5,103 |
Employee benefit expense (Note 7) | 27,868 | 25,756 |
Compensation of directors and key management personnel | 2,397 | 2,230 |
Auditors’ remuneration – audit (Note 32) | 401 | 452 |
Other accountants’ remuneration | 1,291 | 385 |
Consultants’ remuneration | 1,775 | 4,977 |
Depreciation of property, plant and equipment (Note 13) | 39,658 | 33,307 |
Amortisation of intangible assets (Note 14) | 3,907 | 4,493 |
Share option-based employee benefits (Note 24) | 1,379 | 660 |
Shareholders’ communication expense | 125 | 232 |
On-going listing costs | 1,114 | 521 |
Legal costs | 368 | 1,779 |
Public relations and communication development | 963 | 711 |
Rents (Note 28) | 5,492 | 5,682 |
Other expenses and provisions | (1,841) | 467 |
Reversal of impairment losses (*) (Note 14) | (6,948) | - |
Impairment loss on trade receivables and contract assets | 1,205 | - |
Total | 298,645 | 306,682 |
(Euro 000’s) | 2024 | 2023 |
Wages and salaries | 20,430 | 18,836 |
Social security and social contributions | 6,613 | 6,246 |
Employees’ other allowances | 24 | 18 |
Bonus to employees | 801 | 656 |
Total | 27,868 | 25,756 |
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168 | Atalaya Mining Copper, S.A. 2024 Annual Report
Average | At year end | |||
Number of employees | 2024 | 2023 | 2024 | 2023 |
Spain – Full time | 492 | 479 | 490 | 476 |
Spain – Part time | 3 | 6 | 3 | 6 |
Cyprus – Full time | 1 | 1 | 1 | 1 |
Cyprus – Part time | 2 | 2 | 2 | 2 |
United Kingdom – Full time | - | - | 1 | - |
Total | 498 | 488 | 497 | 485 |
(Euro 000’s) | 2024 | 2023 |
Financial interest | 1,887 | 1,501 |
Other received interest | - | 3,892 |
1,887 | 5,393 |
(Euro 000’s) | 2024 | 2023 |
Interest expense: | ||
Interest payable for borrowings | 1,131 | 2,607 |
Interest expense on lease liabilities | 30 | 25 |
Unwinding of discount on mine rehabilitation provision (Note 27) | 828 | 690 |
1,989 | 3,322 |
(Euro 000’s) | 2024 | 2023 |
Current income tax charge | 2,732 | 3,419 |
Deferred tax income relating to the origination of temporary differences | (6,297) | (6,852) |
(Note 17) | ||
Deferred tax expense relating to reversal of temporary differences (Note | 2,528 | 2,863 |
17) | (1,037) | (570) |
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169 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 2024 | 2023 |
Accounting profit before tax | 31,523 | 36,093 |
Tax calculated at the applicable tax rates of the Company –25% Spain | ||
(2023: 12.5% Cyprus) | 7,881 | 4,512 |
Tax effect of expenses not deductible for tax purposes | - | 3,290 |
Tax effect of tax loss for the year | 4,018 | (1,271) |
Tax effect of allowances and income not subject to tax | (5,769) | (4,381) |
Effect of lower tax rates in other jurisdictions of the group | (2,921) | 993 |
Tax effect of tax losses brought forward | - | 276 |
Deferred tax (Note 17) | (4,246) | (3,989) |
Tax (credit)/ charge | (1,037) | (570) |
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170 | Atalaya Mining Copper, S.A. 2024 Annual Report
Country | Years |
Spain | 2020-2024 |
Cyprus | 2019-2024 |
United Kingdom | 2019-2024 |
(Euro 000’s) | 2024 | 2023 |
Parent company | (2,468) | (6,255) |
Subsidiaries | 34,206 | 45,024 |
Profit attributable to equity holders of the parent | 31,738 | 38,769 |
Weighted number of ordinary shares for the purposes of basic earnings per | 140,404 | 139,880 |
share (‘000) | ||
Basic earnings per share (EUR cents/share) | 22.6 | 27.7 |
Weighted number of ordinary shares for the purposes of diluted earnings | 145,457 | 144,224 |
per share (‘000) | ||
Diluted earnings per share (EUR cents/share) | 21.8 | 26.9 |
(Euro 000’s) | 2024 | 2023 |
Final dividends declared and paid | 5,243 | 4,956 |
Interim dividends declared and paid | 5,063 | 6,522 |
10,306 | 11,478 |
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171 | Atalaya Mining Copper, S.A. 2024 Annual Report
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172 | Atalaya Mining Copper, S.A. 2024 Annual Report
Right | Assets | Deferred | Other | ||||
(Euro 000’s) | Land and | of use | Plant and | under | mining | assets | Total |
buildings | assets | equipment | construction | ||||
(5) | (3) | costs (2) | (1) | ||||
2024 | |||||||
Cost | |||||||
At 1 January 2024 | 83,517 | 7,076 | 319,129 | 70,601 | 64,072 | 951 | 545,346 |
Adjustments | - | - | 5 | - | - | - | 5 |
Opening adjusted | 83,517 | 7,076 | 319,134 | 70,601 | 64,072 | 951 | 545,351 |
Additions (8) | 233 | - | 332 | 52,801 | 9,902 | - | 63,268 |
Increase in rehab. Provision | 3,274 | - | - | - | - | - | 3,274 |
(Note 27) | |||||||
Reclassifications (4) | - | - | 21,050 | (21,969) | - | 29 | (890) |
Other transfer | (572) | - | - | (2,586) (8) | - | - | (3,158) |
Write-off | - | (148) | - | - | - | - | (148) |
Advances | - | - | - | 1,601 (7) | - | - | 1,601 |
31 Dec 2024 | 86,452 | 6,928 | 340,516 | 100,448 | 73,974 | 980 | 609,298 |
Depreciation | |||||||
At 1 January 2024 | 24,702 | 2,531 | 113,547 | - | 19,063 | 764 | 160,607 |
Adjustments | - | - | 1 | - | - | - | 1 |
Opening adjusted | 24,702 | 2,531 | 113,548 | - | 19,063 | 764 | 160,608 |
Charge for the year (6) | 6,192 | 497 | 27,328 | - | 5,655 | 43 | 39,715 |
Write-off | - | (57) | - | - | - | - | (57) |
31 Dec 2024 | 30,894 | 2,971 | 140,876 | - | 24,718 | 807 | 200,266 |
Net book value at 31 | 55,558 | 3,957 | 199,640 | 100,448 | 49,256 | 173 | 409,032 |
December 2024 | |||||||
2023 | |||||||
Cost | |||||||
1 Jan 2023 | 80,326 | 7,076 | 291,335 | 50,235 | 52,358 | 872 | 482,202 |
Additions | 36 | - | 6,011 | 42,149 | 11,714 | 79 | 59,782 |
Increase in rehab. provision | 3,145 | - | - | - | - | - | 3,145 |
Reclassifications | - | - | 21,783 | (21,783) | - | - | - |
Advances | 10 | - | - | - | - | - | 10 |
31 Dec 2023 | 83,517 | 7,076 | 319,129 | 70,601 | 64,072 | 951 | 545,346 |
Depreciation | |||||||
At 1 January 2023 | 20,454 | 1,998 | 89,182 | - | 14,921 | 739 | 127,294 |
Adjustments | - | - | 6 | - | - | - | 6 |
Opening adjusted | 20,454 | 1,998 | 89,188 | - | 14,921 | 739 | 127,300 |
Charge for the year | 4,248 | 533 | 24,359 | - | 4,142 | 25 | 33,307 |
31 Dec 2023 | 24,702 | 2,531 | 113,547 | - | 19,063 | 764 | 160,607 |
Net book value at 31 December | 58,815 | 4,545 | 205,582 | 70,601 | 45,009 | 187 | 384,739 |
2023 |
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173 | Atalaya Mining Copper, S.A. 2024 Annual Report
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174 | Atalaya Mining Copper, S.A. 2024 Annual Report
Description | Caption | Note | Amount (€k) |
Pilot plant | Non-current loan | 19 | 2,627 |
Industrial Plant | Non-current Receivables (prepayment) | 20 | 29,662 |
Industrial Plant | PPE | 13 | 12,978 |
Convertible Loan | Current loan | 19 | 5,352 |
50,619 |
Main assumptions for the E-LIX model | ||
Total investment (*) | €million | 45 |
Processing capacity | Tpa cons | 74,500 |
Zinc metal produced | tpa Zn | 6,700 |
Zinc recovery rate | % | 90 |
Zinc grade in concentrate | % | 10 |
(*) excluding convertible loan which is guaranteed with equity of Lain. The assessment carried out by the Company on the zinc base case financial model results on an after- tax NPV (8%) of €18.8 million a 14% IRR and a payback period of 7 years estimated using long-term prices of 3,000 US$/tonne. |
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175 | Atalaya Mining Copper, S.A. 2024 Annual Report
Licences, | Other | |||
Permits (1) | R&D and | intangible | Total | |
(Euro 000’s) | Software | assets | ||
2024 | ||||
Cost | ||||
At 1 January 2024 | 81,199 | 8,758 | - | 89,957 |
Additions | - | - | 17,771 (2) | 17,771 |
Reclassification | (3,128) | (6,948) | 10,076 | - |
31 Dec 2024 | 78,071 | 1,810 | 27,847 | 107,728 |
Amortisation | ||||
At 1 January 2024 | 32,080 | 8,480 | - | 40,560 |
Charge for the year | 3,878 | 29 | - | 3,907 |
Reversal of impairment losses | - | (6,948) | - | (6,948) |
31 Dec 2024 | 35,958 | 1,561 | - | 37,519 |
Net book value at 31 December | 42,113 | 249 | 27,847 | 70,209 |
2024 | - | |||
2023 | ||||
Cost | ||||
1 Jan 2023 | 81,255 | 8,642 | - | 89,897 |
Additions | 144 | 116 | - | 260 |
Disposals | (200) | - | - | (200) |
31 Dec 2023 | 81,199 | 8,758 | - | 89,957 |
Amortisation | ||||
1 Jan 2023 | 27,627 | 8,440 | - | 36,067 |
Charge for the year | 4,453 | 40 | - | 4,493 |
31 Dec 2023 | 32,080 | 8,480 | - | 40,560 |
Net book value at 31 December | 49,119 | 278 | - | 49,397 |
2023 |
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176 | Atalaya Mining Copper, S.A. 2024 Annual Report
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177 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 2024 | 2023 |
Opening balance as of 1 January | - | - |
Additions during the year | 1,205 | - |
Impairment losses | (1,205) | - |
Closing balance as of 31 December | - | - |
Country of | Effective proportion of shares | ||
Company name | Principal activities | incorporation | held at 31 December 2015 |
Recursos Cuenca Minera | Exploitation of tailing | Spain | 50% |
S.L. | dams and waste areas | ||
resources |
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178 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Intangible assets | 94 | 94 |
Trade and other receivables | 4 | 3 |
Cash and cash equivalents | 15 | 19 |
Trade and other payables | (115) | (115) |
Net assets | 2 | 1 |
Revenue | - | - |
Expenses | - | - |
Net profit/(loss) after tax | - | - |
Consolidated | Consolidated income | |||
statement of | financial position | statement | ||
(Euro 000’s) | 2024 | 2023 | 2023 | 2024 |
Deferred tax asset | ||||
At 1 January | 11,282 | 7,293 | - | - |
Deferred tax income relating to the origination of temporary differences (Note 10) | 6,297 | 6,852 | (6,852) | (6,297) |
Deferred tax asset due to losses available against future taxable income overprovision previous years | 34 | - | - | - |
Deferred tax expense relating to reversal of temporary differences (Note 10) | (2,528) | (2,863) | 2,863 | 2,528 |
At 31 December | 15,085 | 11,282 | ||
Deferred tax income/(expense) (Note 10) | (3,989) | (3,769) | ||
18. Inventories
Deferred tax assets are recognised for the carry-forward of unused tax losses and unused tax credits
to the extent that it is probable that taxable profits will be available in the future against which the
unused tax losses/credits can be utilised. The Group held tax losses amounted to €9.7 million in Spain
(2023: €6.0 million).
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Finished products | 19,732 | 8,416 |
Materials and supplies | 25,540 | 21,852 |
Work in progress | 3,890 | 3,046 |
49,162 | 33,314 |
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179 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 2024 | 2023 |
Non-current loans | ||
Loans | 2,627 | - |
2,627 | - | |
Current loans | ||
Loans | 5,352 | - |
5,352 | - |
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180 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 2024 | 2023 |
Non-current trade and other receivables | ||
Deposits | 611 | 307 |
Loans | 141 | 233 |
Prepayments for service contract (1) | 29,662 | 23,476 |
Other non-current receivables | 2,838 | 2,686 |
33,252 | 26,702 | |
Current trade and other receivables | ||
Trade receivables at fair value – subject to provisional pricing | 9,727 | 10,110 |
Trade receivables from shareholders at fair value – subject to provisional | 1,042 | 5,054 |
pricing (Note 31.5) | ||
Other receivables from related parties at amortised cost (Note 31.4) | - | 56 |
Deposits | 35 | 37 |
VAT receivable | 20,898 | 21,003 |
Prepayments | 4,507 | 5,855 |
Other current assets | 654 | 782 |
36,863 | 42,897 | |
Allowance for expected credit losses | - | - |
Total trade and other receivables | 70,115 | 69,599 |
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181 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Financial asset at fair value through OCI (see (a) below) | 1,124 | 1,131 |
Total current | 23 | 30 |
Total non-current | 1,101 | 1,101 |
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
At 1 January | 1,131 | 1,134 |
Fair value change recorded in equity (Note 24) | (7) | (3) |
At 31 December | 1,124 | 1,131 |
Country of | Effective proportion of | ||
Company name | Principal activities | incorporation | shares |
held at 31 December 2024 | |||
Explotaciones Gallegas | Exploration company | Spain | 12.5% |
del Cobre SL | |||
KEFI Minerals Plc | Exploration and | UK | 0.19% |
development mining | |||
company listed on AIM | |||
Prospech Limited | Exploration company | Australia | 0.53% |
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182 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Unrestricted cash and cash equivalents at Group level | 43,184 | 94,868 |
Unrestricted cash and cash equivalents at Operation level | 9,694 | 26,139 |
Consolidated cash and cash equivalents | 52,878 | 121,007 |
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Euro – functional and presentation currency | 37,299 | 50,470 |
Great Britain Pound | 70 | 52 |
United States Dollar | 15,509 | 70,485 |
52,878 | 121,007 |
Shares | Share Capital | Share premium | Total | |
000’s | €’000 | €’000 | €’000 | |
Authorised | ||||
Ordinary shares of €0.09 each* | 200,000 | 18,000 | - | 18,000 |
Issued and fully paid | Shares | Share | Share | Total | ||
Price | Capital | premium | ||||
Issue Date | (£) | Details | 000’s | €'000 | €'000 | €'000 |
31 December 2022/1 | ||||||
January 2023 | 139,880 | 13,596 | 319,411 | 333,007 | ||
31-Dec-23 | 139,880 | 13,596 | 319,411 | 333,007 | ||
9-Feb-24 | 3.090 | Exercised share options (a) | 20 | 3 | 71 | 74 |
7-May-24 | 2.015 | Exercised share options (b) | 67 | 6 | 151 | 157 |
22-May-24 | 2.015 | Exercised share options (c) | 600 | 53 | 1,368 | 1,421 |
27-Jun-24 | 4.160 | Exercised share options (d) | 120 | 11 | 570 | 581 |
27-Jun-24 | 3.575 | Exercised share options (d) | 36 | 3 | 149 | 152 |
27-Jun-24 | 3.270 | Exercised share options (d) | 36 | 3 | 136 | 139 |
26- Dec 24 | Capital increase** | 272 | 272 | |||
26- Dec 24 | Capital decrease** | - | (1,279) | - | (1,279) | |
31-Dec-2024 | 140,759 | 12,668 | 321,856 | 334,524 |
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183 | Atalaya Mining Copper, S.A. 2024 Annual Report
FV | Non- | ||||||
reserve of | distribut | ||||||
(Euro 000’s) | financial | able | Distributa | Total | |||
Share | Bonus | Depletion | assets at | reserve | ble | ||
option | share | factor (1) | FVOCI (2 ) | (3) | reserve (4) | ||
1 Jan 2023 | 10,365 | 208 | 37,778 | (1,153) | 8,316 | 14,291 | 69,805 |
Recognition of share based | 661 | - | - | - | - | - | 661 |
payments | |||||||
Change in fair value of financial | |||||||
assets at fair value through OCI | - | - | - | (3) | - | - | (3) |
(Note 21) | |||||||
31 Dec 2023/1 Jan 2024 | 11,026 | 208 | 37,778 | (1,156) | 8,316 | 14,291 | 70,463 |
Recognition of depletion | - | - | 8,949 | - | - | - | 8,949 |
factor | |||||||
Recognition of non- distributable reserve | - | - | - | - | 142 | - | 142 |
Recognition of distributable | - | - | - | - | - | 7,848 | 7,848 |
reserve | |||||||
Recognition of share based | 1,379 | - | - | - | - | - | 1,379 |
payments | |||||||
Change in fair value of financial assets at fair value through OCI (Note 21) | - | - | - | (7) | - | - | (7) |
Other changes in reserves | 464 | - | - | - | - | (464) | - |
31 Dec 2024 | 12,869 | 208 | 46,727 | (1,163) | 8,458 | 21,675 | 88,774 |
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
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184 | Atalaya Mining Copper, S.A. 2024 Annual Report
Grant date | Expiry date | Exercise price £ | Share |
options | |||
30 Jun 2020 | 30 Jun 2030 | 1.475 | 516,000 |
24 Jun 2021 | 23 Jun 2031 | 3.090 | 996,000 |
22 Jun 2022 | 30 Jun 2027 | 3.575 | 1,188,333 |
22 May 2023 | 21 May 2028 | 3.270 | 1,268,333 |
11 June 2024 | 10 Jun 2029 | 4.135 | 1,305,000 |
22 Dec 2024 | 21 Dec 2029 | 3.335 | 150,000 |
Total | 5,423,666 |
Weighted average | Share | |
exercise price £ | options | |
At 1 January 2024 | 2.968 | 4,848,500 |
Granted options during the year | 4.053 | 1,455,000 |
Options executed during the year | 2.449 | (879,834) |
31 December 2024 | 3.343 | 5,423,666 |
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185 | Atalaya Mining Copper, S.A. 2024 Annual Report
Weighted Weighted | |||||||
average | average | Expected | Risk | Estimated | |||
Grant | share | exercise | Expected | life | Free | Expected | Fair Value |
Date | price £ | price £ | volatility | (years) | rate | dividend yield | £ |
23 Feb 2017 | 1.440 | 1.440 | 51.8% | 5 | 0.6% | Nil | 0.666 |
29 May 2019 | 2.015 | 2.015 | 46.9% | 5 | 0.8% | Nil | 0.66 |
8 July 2019 | 2.045 | 2.045 | 46.9% | 5 | 0.8% | Nil | 0.66 |
30 June 2020 | 1.475 | 1.475 | 50.32% | 10 | 0.3% | Nil | 0.60 |
23 June 2021 | 3.090 | 3.090 | 50.91% | 10 | 0.7% | Nil | 0.81 |
26 Jan 2022 | 4.160 | 4.160 | 49.18% | 10 | 1.149% | Nil | 1.12 |
22 June 2022 | 3.575 | 3.575 | 34.12% | 5 | 2.748% | Nil | 0.71 |
22 May 2023 | 3.270 | 3.270 | 38.15% | 5 | 4.219% | Nil | 0.88 |
11 June 2024 | 4.135 | 4.135 | 39.28% | 5 | 4.149% | 2.13% | 0.93 |
22 Dec 2024 | 3.335 | 3.335 | 39.28% | 5 | 4.322% | 2.13% | 0.79 |
(Euro 000’s) | 2024 | 2023 |
Opening balance | (9,104) | (6,998) |
Share of total comprehensive income for the year | 822 | (2,106) |
Revaluation of NCI | 10,436 | - |
Closing balance | 2,154 | (9,104) |
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
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186 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 2024 | 2023 |
Non-current assets | 15,322 | 7,273 |
Current assets | 1,636 | 601 |
Non-current liabilities | (21,624) | (17,096) |
Grants | (177) | - |
Current liabilities | (960) | (697) |
Equity | 9,915 | 7,578 |
(Profit)/loss for the year and total comprehensive income | (4,112) | 2,341 |
Allocation of consolidated intangible assets | 3,315 | - |
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Non-current trade and other payables | ||
Other non-current payables | 12,492 | 2,003 |
Government grant | 1,491 | 202 |
13,983 | 2,205 | |
Current trade and other payables | ||
Trade payables | 78,965 | 70,303 |
Trade payables to shareholders (Note 31.5) | 109 | 179 |
Accruals | 2,505 | 3,395 |
VAT payable | - | 391 |
Other | 8,511 | 1,654 |
90,090 | 75,922 |
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187 | Atalaya Mining Copper, S.A. 2024 Annual Report
Days | 2024 | 2023 |
Average payment days for payment to suppliers | 28 | 27 |
Ratio of transactions paid | 31 | 29 |
Ratio of transactions outstanding for payment | 15 | 25 |
(€m) | 2024 | 2023 |
Total payments made | 187.8 | 363.2 |
Total payments made within the legal term | 115.3 | 339.7 |
Percentage over total payments | 80% | 94% |
Total payments outstanding | 50.8 | 36.3 |
Number of invoices | 2024 | 2023 |
Number of invoices within the legal term (1) | 7,013 | 11,524 |
Percentage over total invoices | 85% | 88% |
(Euro 000’s) | Other | Legal costs | Rehabilitation | Total |
provisions | costs | |||
31 Dec 2022/1 Jan 2023 | 1,435 | 226 | 23,374 | 25,035 |
Additions | - | 1 | - | 1 |
Used of provision | (685) | - | (518) | (1,203) |
Increase of provision | - | - | 3,145 | 3,145 |
Finance cost (Note 9) | - | - | 690 | 690 |
31 Dec 2023/1 Jan 2024 | 750 | 227 | 26,691 | 27,668 |
Additions | - | 230 | - | 230 |
Used of provision | - | (62) | (944) | (1,006) |
Transfer to other non- current Payables | (750) | - | - | (750) |
Increase of provision | - | - | 3,274 | 3,274 |
Finance cost (Note 9) | - | - | 828 | 828 |
31 Dec 2024 | - | 395 | 29,849 | 30,244 |
(Euro 000’s) | 2024 | 2023 |
Non-Current | 29,328 | 27,234 |
Current | 916 | 434 |
Total | 30,244 | 27,668 |
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
Additional information
188 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000 ’s) | Between | Between | More |
1 – 5 | 6 – 10 | than 10 | |
Years | Years | years | |
Expected payments for rehabilitation of the mining site, discounted | 5,167 | 19,612 | 5,070 |
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Non-current | ||
Leases | 3,320 | 3,877 |
3,320 | 3,877 | |
Current | ||
Leases | 481 | 501 |
481 | 501 |
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
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189 | Atalaya Mining Copper, S.A. 2024 Annual Report
Right – of-use assets | |||||
Laboratory | Lease | ||||
(Euro 000’s) | Lands and | Vehicles | equipment | Total | liabilities |
buildings | |||||
As at 1 January 2024 | 4,545 | - | - | 4,545 | 4,378 |
Additions | - | - | - | - | - |
Depreciation expense | (440) | - | - | (440) | - |
Interest expense | - | - | - | - | 30 |
Payments | - | - | - | - | (519) |
Write-off | (148) | (148) | (88) | ||
As at 31 December 2024 | 3,957 | - | - | 3,957 | 3,801 |
Twelve | Twelve | |
month ended | month ended | |
31 Dec | 31 Dec | |
(Euro 000’s) | 2024 | 2023 |
As at 31 December | ||
Depreciation expense of right-of-use assets | (440) | (533) |
Interest expense on lease liabilities | (30) | (25) |
Total amounts recognised in profit or loss | (470) | (558) |
Present value of minimum lease payments due | 31 Dec 2024 | 31 Dec 2023 |
€'000 | €'000 | |
Within one year | 481 | 501 |
2 to 5 years | 1,856 | 1,928 |
Over 5 years | 1,464 | 1,949 |
3,801 | 4,378 |
Minimum lease payments due | 31 Dec 2024 | 31 Dec 2023 |
€'000 | €'000 | |
Within one year | 518 | 531 |
2 to 5 years | 2,075 | 2,125 |
Over 5 years | 1,729 | 2,285 |
4,322 | 4,941 |
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190 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | Lease liability | |
Balance 1 January 2024 | 4,378 | |
Additions | - | |
Interest expense | 30 | |
Lease payments | (519) | |
Write-off | (88) | |
Balance at 31 Dec 2024 | 3,801 | |
Balance at 31 Dec 2024 | ||
- | Non-current liabilities | 3,320 |
- | Current liabilities | 481 |
3,801 |
(Euro 000’s) | 2024 | 2023 |
Non-current borrowings | ||
Credit facilities - fix interest | - | - |
Credit facilities - variable interest | 10,866 | 16,131 |
10,866 | 16,131 | |
Current borrowings | ||
Credit facilities - fix interest | - | 5,626 |
Credit facilities - variable interest | 6,921 | 44,930 |
6,921 | 50,556 |
€'000 | 2024 | 2023 |
Cash and cash equivalents | 52,878 | 121,007 |
Borrowings – repayable within one year | (6,921) | (50,556) |
Borrowings – repayable after one year | (10,866) | (16,131) |
Lease | (3,801) | (4,378) |
Net debt | 31,290 | 49,942 |
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
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191 | Atalaya Mining Copper, S.A. 2024 Annual Report
€'000 | Cash | Borrowings | Lease | Total |
Net debt as at 1 January 2023 | 126,448 | (73,363) | (4,914) | 48,171 |
Financing cash flows | (4,504) | - | - | (4,504) |
Proceeds from borrowings | - | (36,730) | - | (36,730) |
Repayment of borrowings | - | 43,216 | 536 | 43,752 |
Foreign exchanges adjustments | (937) | - | - | (937) |
Other changes | ||||
Interest paid | - | 2,607 | 25 | 2,632 |
Interest expense | - | (2,417) | (25) | (2,442) |
Net debt as at 31 December 2023 | 121,007 | (66,687) | (4,378) | 49,942 |
Financing cash flows | (69,931) | - | - | (69,931) |
Proceeds from borrowings | - | (3,000) | - | (3,000) |
Repayment of borrowings | - | 51,900 | 519 | 52,419 |
Foreign exchanges adjustments | 1,802 | - | - | 1,802 |
Other changes | ||||
Interest paid | - | 1,131 | 30 | 1,161 |
Interest expense | - | (1,131) | (30) | (1,161) |
Other changes | - | 58 | 58 | |
Net debt as at 31 December 2024 | 52,878 | (17,787) | (3,801) | 31,290 |
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
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192 | Atalaya Mining Copper, S.A. 2024 Annual Report
Effective | ||||
proportion | ||||
Parent | Principal | Country of | of shares | |
Subsidiary companies | activity | incorporation | held | |
Atalaya Touro (UK) Ltd | Atalaya Mining Copper SA | Holding | United | 100% |
Kingdom | ||||
Atalaya Financing Ltd | Atalaya Mining Copper SA | Financing | Cyprus | 100% |
Atalaya MinasdeRiotinto Project (UK) | Atalaya Mining Copper SA | Holding | United | 100% |
Ltd | Kingdom | |||
EMED Marketing Ltd | Atalaya Mining Copper SA | Trading | Cyprus | 100% |
Atalaya Riotinto Minera S.L.U. | Atalaya MinasdeRiotinto | Production | Spain | 100% |
Project (UK) Ltd | ||||
Eastern Mediterranean Exploration | Atalaya MinasdeRiotinto | Dormant | Spain | 100% |
and Development S.L.U. | Project (UK) Ltd | |||
Cobre San Rafael, S.L. (1) | Atalaya Touro (UK) Ltd | Exploration | Spain | 10% |
Recursos Cuenca Minera S.L.U. | Atalaya Riotinto Minera | Dormant | Spain | J-V |
SLU | ||||
Fundacion Atalaya Riotinto | Atalaya Riotinto Minera | Trust | Spain | 100% |
SLU | ||||
Atalaya Servicios Mineros, S.L.U. | Atalaya MinasdeRiotinto | Holding | Spain | 100% |
Project (UK) Ltd | ||||
Atalaya Masa Valverde S.L.U. | Atalaya Servicios Mineros, | Exploration | Spain | 100% |
S.L.U. | ||||
Atalaya Ossa Morena S.L.U. (3) | Atalaya Servicios Mineros, | Exploration | Spain | 99.9% |
S.L.U. | ||||
Iberian Polimetal S.L.U. | Atalaya Servicios Mineros, | Dormant | Spain | 100% |
S.L.U. |
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193 | Atalaya Mining Copper, S.A. 2024 Annual Report
The Group | ||
(Euro 000’s) | 2024 | 2023 |
Directors’ remuneration and fees | 1,275 | 1,092 |
Director’s bonus (1) | 294 | 322 |
Share option-based benefits to Directors | 409 | 190 |
Key management personnel | 598 | 588 |
remuneration (2) | ||
Key management bonus (1) | 325 | 221 |
Share option-based and other benefits to key management personnel | 409 | 190 |
3,215 | 2,603 |
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194 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 2024 | 2023 |
Trafigura Pte Ltd – Revenue from contracts (a) | 73,433 | 78,723 |
Gains/(Losses) relating provisional pricing within sales | (3,757) | 1,308 |
69,676 | 80,031 | |
Impala Terminals Huelva S.L.U. - Port Handling and Warehousing services (b) | (2,201) | (2,431) |
Related parties - total amounts from contracts | 67,475 | 77,600 |
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195 | Atalaya Mining Copper, S.A. 2024 Annual Report
(Euro 000’s) | 31 Dec 2024 | 31 Dec 2023 |
Receivable from shareholder (Note 20) | ||
Trafigura Pte. Ltd | 1,042 | 5,054 |
– Debtor balance- subject to provisional pricing | 1,042 | 5,054 |
Payable from joint venture of shareholder (Note 26) | ||
Impala Terminals Huelva S.L.U. - Payable balance | (109) | (179) |
(109) | (179) |
(Euro 000’s) | 2024 | 2023* |
Fees payable for the audit of the Group and individual | 401 | 452 |
accounts | ||
Other non-audit services** | 70 | - |
471 | 452 |
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
Additional information
196 | Atalaya Mining Copper, S.A. 2024 Annual Report
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
Additional information
197 | Atalaya Mining Copper, S.A. 2024 Annual Report
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66
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198 | Atalaya Mining Copper, S.A. 2024 Annual Report
Glossary of Terms
The following definitions and terms are used throughout this Annual Report.
Currency abbreviations
US$ / USD or $
US Dollars
$000
Thousand US dollars
$m
Million US Dollars
£
Sterling Pound
£000
Thousand Sterling Pounds
£m
Million Sterling Pounds
€ / EUR
Euro
€000 / €k
Thousand Euros
€m
Million Euros
€nil
Zero Euros
FY2024
Twelve month period ended 31 December 2024
FY2023
Twelve month period ended 31 December 2023
Definitions and conversion table
lb
Pound
Oz
Troy ounce
‘000 m³
Thousand cubic metres
t
Tonne
DMT
Dry Metric Tonne
‘000 tonnes
Thousand metric tonnes
1 Kilogramme/ (kg)
2.2046 pounds
1000 Kilogrammes/ (´000 kg)
2,204.6 pounds
1 Kilometre (km)
0.6214 miles
1 troy ounce
31.1 grams
Ha
Hectare
ft
Foot
Chemical Symbols
Cu
Copper
Ag
Silver
Au
Gold
Fe
Iron
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199 | Atalaya Mining Copper, S.A. 2024 Annual Report
Business, Finance and Accounting
AAU
Autorización Ambiental Unificada (Unified Environmental Declaration)
Atalaya or the Company
Atalaya Mining Copper, S.A.
Atalaya Group or Group
Atalaya Mining Copper, S.A. and its subsidiaries
AC
Audit Committee
AGM
Annual General Meeting
AIM
Alternative Investment Market of the London Stock Exchange
AISC
All-in Sustaining Cost
AMV
Atalaya Masa Valverde, S.L.
AR
Annual Report
ARM
Atalaya Riotinto Minera, S.L.U.
AMP
Atalaya Minasderiotinto Project (UK) Limited
Articles
The articles of association of Atalaya Mining Plc.
ATYM
Atalaya Mining Plc
Average head grade
Average ore grade fed into the mill, expressed in % of weight
BoD or Board of Directors
The Board of Directors of the Company
CAPEX
Capital Expenditure
Cash Cost
The cost to produce one pound of copper
CEO
Chief Executive Officer
C. Eng
Chartered Engineer
CFO
Chief Financial Officer
COO
Chief Operational Officer
COF
Cost of Freight
CIF
Cost Insurance and Freight
CIT
Corporate Income Tax
CIP
Carriage and Insurance paid to
CGU
Cash Generating Unit
CGNCC
Corporate Governance, Numeration and Compensation Committee
Code of Conduct
Atalaya’s Code of Business Conduct and Ethics
Cont.
Continued
CSR
Cobre San Rafael S.L.
Directors
The Directors of Atalaya for the reporting period
EBITDA
Earnings Before Interest Tax Depreciation and Amortisation
ECL
Expected Credit Loss
EeA
Ecologistas en Accion
EGC
Explotaciones Gallegas del Cobre S.L.
EGM
Extraordinary General Meeting
EIR
Effective Interest Rate Method
E-LIX
E-LIX System
EMED TARTESSUS
Eastern Mediterranean Exploration & Development TARTESSUS S.L.
Etc.
Et cetera
EU
European Union
FCA
Financial Conduct Authority
FIFO
First In First Out
Financial statements
Consolidated and company financial statements of Atalaya Mining Plc.
FOB
Free on Board
FV
Fair Value
FVOCI
Fair Value Through Other Comprehensive Income
FVPL
Fair Value Through Profit or Loss
FY
Fiscal year
GAAP
Generally Accepted Accounting Policies
Group
Atalaya Mining plc and its subsidiaries
H1, H2
Six month periods ending 30th June and 31st December
IAS
International Accounting Standards
ie.
Id est (explanatory information)
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200 | Atalaya Mining Copper, S.A. 2024 Annual Report
IFRS
International Financial Reporting Standards
Impala Terminals
Impala Terminals Huelva S.L.U.
IPO
Initial Public Offering
JdA
Junta de Andalucía
KPI´s
Key Performance Indicators
LDC
Louis Dreyfus Company
LIBOR
The British Bankers’ Association Interest Settlement Rate for the relevant
currency
LITFR
Lost Injury Time Frequency Rate
Ltd.
Limited
LLC
Limited Liability Company
LP
Limited partnership
LOM
Life of mine
London Stock Exchange / LSE
London Stock Exchange plc
MBA
Master’s in Business Administration
n.a.
Not available
NED´s
Non-Executive Directors
NGC
Nomination and Governance Committee
NPV
Net Present Value
Nr
Number
N/A
Non Applicable
OCI
Other Comprehensive Income
Ordinary Shares
Ordinary Shares of 10 pence each in the capital of the Company
PDMR
Persons Discharging Managerial Responsibilities
PEA
Preliminary Economic Assessment
Phase I
The first phase of an industrial-scale plant that utilises the E-LIX System
Ph.D.
Doctor of Philosophy
PRC
Physical Risk Committee
PFS
Pre-Feasibility Study
Plc.
Public limited company
POM
Proyecto Ossa Morena
PP&E
Plant, property and equipment
P&L
Profit and Loss
P&P reserves
Proven and Probable reserves
Q1, Q2, Q3, Q4
Three month periods ending 31st March, 30th June, 30th September and 31st
December
QCA
Quoted Companies Alliance
QP
Quotation Period
RC
Remuneration Committee
RNN
Rio Narcea Nickel, S.L.
SIC
Standard Interpretations Committee which was endorsed by the IAS
Shareholders
Holders of Ordinary Shares
SL
Sociedad Limitada (private limited company)
SLU
Sociedad Limitada Unipersonal (limited partnership)
SC
Sustainability Committee
TSX
Toronto Stock Exchange
UK Corporate Governance Code
the 2018 UK Corporate Governance Code published by the Financial Reporting
Council, as amended from time to time
United Kingdom or UK
the United Kingdom of Great Britain and Northern Ireland
United States or US
the United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia
UOP
Unit of Production
VAT
Value Added Tax
WC
Working Capital
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201 | Atalaya Mining Copper, S.A. 2024 Annual Report
XGC
Yanggu Xiangguang Copper Co. Ltd
Mining terms
Average head grade
Average ore grade fed into the mill, expressed in % of weight
Concentrate
A fine powdery product of the milling process containing a high percentage of
valuable metal
Contained copper
Represents total copper in a mineral reserve before reduction to account for
tonnes not able to be recovered by the applicable metallurgical process
Grade
The amount of metal in each tonne of ore, expressed as a percentage of valuable
metal
Mtpa
Million tonnes per annum
NI 43-101
National Instrument 43-101, standard of disclosure for mineral projects according
to Canadian guidelines
Open pit
A mine where the minerals are mined entirely from the surface. Also referred to
as open-cut or open-cast mine
Ore body
A sufficiently large amount of ore that can be mined economically
P&P Reserves
Proven and Probable reserves
Stripping
Removal of overburden or waste rock overlying an ore body in preparation for
mining by open pit methods
Tailings
Materials left over after the process of separating the valuable fraction from the
uneconomic fraction of an ore
TC/RC
Treatment Charge and Refinement Charge
VTEM
Versatile Time Electomagnetic Mapping
3D
Three Dimensional
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202 | Atalaya Mining Copper, S.A. 2024 Annual Report
Shareholder Enquiries
Registered office:
Atalaya Mining Copper, S.A.
Paseo de las Delicias, 1, 3
41001, Sevilla (Spain)
Board of Directors:
Neil Gregson
Independent Non-executive Chair
Kate Harcourt
Senior Independent Non-executive Director
Alberto Lavandeira
Managing Director and CEO
Hussein Barma
Independent Non-executive Director
Jesús Fernández
Non-executive Director
Coriseo Gonzalez-Izquierdo
Independent Non-executive Director
Stephen Scott
Independent Non-executive Director
Carole Whittall
Independent Non-executive Director
Non-director Company secretary
Frances Robinson
Corporate brokers
Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
+44 (0)20 7523 4500
BMO Capital Markets
100 Liverpool Street
London, EC2M 2RH
+44 (0) 20 7236 1010
Peel Hunt LLP
100 Liverpool Street
London, EC2M 2AT
+44 (0)20 7418 8900
Investor Relations
Michael Rechsteiner
Hamilton House
1 Temple Avenue
London EC4Y 0HA
+34 959 59 28 50
Public Relations
Elisabeth Cowell
SEC Newgate UK Limited
14 Greville Street
London EC1N 8SB
+44 (0)20 3757 6882
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203 | Atalaya Mining Copper, S.A. 2024 Annual Report
Registrars
Sociedad de Gestión de los Sistema de Registro, Compensación y Liquidación de Valores, S.A.U.
(Iberclear)
Plaza de la Lealtad, 1
28014 Madrid
Spain
Depositary / transfer agent
Europe:
Euroclear SA/NV
1 Boulevard du Roi Albert II
1210 Brussels
Belgium
United Kingdom
Euroclear UK & International Ltd.
33 Cannon Street
London
EC4M 5SB
Group Auditor:
PricewaterhouseCoopers Auditores, S.L.
Paseo de la Castellana, nº259
28046 Madrid
Spain
Docusign Envelope ID: D6369F68-3AFE-400D-BEEC-A44021F1DD66