2025
ANNUAL REPORT
Table of Contents
Atalaya Mining Copper, S.A.
2025 Annual Report
For the year ended 31 December 2025
Strategic Report
Performance Highlights 4
Company Overview 6
Our Purpose 7
Atalaya at a Glance 8
Letter from the Chair 9
Letter from the Chief Executive Officer 11
Strategic Framework 13
Copper Market Overview 16
Key Performance Indicators 19
Asset Portfolio 20
Risk Management and
principal risk factors 22
Viability statement 30
Operating Review 32
Financial Review 36
Sustainability Approach 46
Task Force on Climate-related Financial
Disclosures (TCFD) Reporting 48
Non-Financial Information Statement 49
Governance
Board of Directors 51
Senior Management 55
Governance Introduction 56
UK Corporate Governance Code 57
Board Leadership and
Company Purpose 58
Division of Responsibilities 63
Composition, Succession
and Evaluation 68
Audit, Risk and Internal Control 75
Directors’ Remuneration Report 89
Directors’ Report 104
Financial Statements
Independent Auditor’s Report 110
Consolidated Financial Statements 114
Notes to the consolidated
financial statements 118
Additional Information
Proyecto Riotinto Mineral Resources
and Ore Reserves 199
Glossary of Terms 200
Shareholder Enquiries 203
ATALAYA MINING · ANNUAL REPORT 2025
2
Strategic Report
Governance
Financial Statements
Additional Information
Strategic Report
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
ATALAYA MINING · ANNUAL REPORT 2025
3
Key Messages
Performance Highlights
Operational
We achieved the higher end of our
2025 copper production guidance
range and set a new annual record for
ore processed.
Financial
Solid production, good cost control
and strong copper prices together
contributed to robust financial
performance and further balance
sheet strength.
Unit
2026
Guidance
2025
Actual
2024
Actual
Ore mined Mt 15.5 – 16.0 14.8 15.2
Ore processed Mt 15.5 – 16.0 16.6 15.9
Copper concentrate produced t n/a 298,108 252,165
Copper production t 50,000 – 54,000 51,139 46,227
Payable copper production t n/a 48,158 43,706
In 2025, we demonstrated strong
operational and financial performance.
Operational Highlights
Proyecto Riotinto
produced 51,139 tonnes
of copper in 2025 and
we expect production
to be 50,000 to 54,000
tonnes in 2026.
We processed 16.6 Mt of
ore, which represents a
new annual record and
highlights our operational
efficiency and the reliability
of our processing facilities.
We continue to advance our
growth strategy, including
San Dionisio and Proyecto
Masa Valverde, which have the
potential to deliver higher grade
material to the plant at Riotinto.
The permitting process at
Proyecto Touro continues
to advance under the
Strategic Industrial Project
regime established by the
Xunta de Galicia.
ATALAYA MINING · ANNUAL REPORT 2025
4
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Financial Highlights
Unit 2025 2024
Revenues €k 482,915 326,797
EBITDA €k 179,756 66,356
Dividend per share* €/share 0.1090 0.0637
Realised copper price (excluding QPs) $/lb 4.49 4.19
Cash Cost $/lb payable 2.40 2.92
All-in Sustaining Cost (AISC) $/lb payable 2.90 3.26
Net cash position €k 121,960 35,091
Cash at bank €k 166,306 52,878
* 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 2026 AGM). Since the Company
completed a cross-border conversion, resulting in its re-domiciliation from the Republic of Cyprus to
the Kingdom of Spain on 10 January 2025, this information is presented in euros.
Key messages
Generated EBITDA of €179.8
million, which benefitted
from solid production, good
cost control and strong
copper prices.
Proposed a 2025 Final
Dividend that would result in
a significantly higher payout
compared to 2024.
Cash Costs of $2.40/
lb and AISC of $2.90/lb,
which represent material
reductions from 2024.
Robust liquidity position
with €166.3 million cash
at bank at 31 December
2025.
ATALAYA MINING · ANNUAL REPORT 2025
5
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Company Overview
Atalaya is a leading
European copper
producer listed
on the London
Stock Exchange’s
Main Market,
with its corporate
headquarters in Spain.
The Company is focused on the
responsible production of copper,
a critical metal for the energy
transition, and on delivering
sustainable long-term value to
shareholders through disciplined
operations, a robust financial
framework, and a high-quality
portfolio of assets located in
established mining jurisdictions.
Atalaya’s 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 copper production of
approximately 50,000 tonnes,
Proyecto Riotinto is the foundation
of the Group’s cash generation
and operational performance. The
operation benefits from modern
infrastructure, an experienced
workforce, and a long history of
mining activity, providing a stable
platform for both current production
and future growth.
The Company operates its assets
with a strong focus on operational
efficiency, cost control, and
continuous improvement. By
optimising mining and processing
activities, maintaining disciplined
capital allocation, and applying
a conservative approach to risk
management, Atalaya aims to
remain resilient across commodity
price cycles. Sustainability is
embedded in the Company’s
operating philosophy, with a
clear commitment to minimising
environmental impact, ensuring
safe operations, and maintaining
constructive relationships with local
communities and stakeholders.
Atalaya’s asset portfolio is
structured around a centralised
processing hub at Proyecto
Riotinto, supported by a pipeline
of development and exploration
projects within the Riotinto
District and elsewhere in Spain.
This hub-and-spoke model allows
the Company to leverage existing
infrastructure and technical
expertise while advancing higher-
grade and longer-life sources of ore
feed, thereby enhancing capital
efficiency and long-term value
creation.
Key development assets include
the San Dionisio and San Antonio
deposits, located adjacent to the
Cerro Colorado open-pit, as well
as Proyecto Masa Valverde, an
underground development project
within trucking distance of the
Riotinto Processing Plant. Together,
these assets provide the potential
to extend mine life, improve feed
grade, and optimise utilisation of
existing processing capacity. In
parallel, Atalaya continues to advance
Proyecto Touro in northwest Spain,
a brownfield copper project with
significant scale potential that is
progressing through the permitting
process.
The Company also maintains
exposure to
longer-term growth
opportunities through selective
exploration and technology
initiatives. Exploration activities
across the Ossa Morena Metallogenic
Belt and other prospective areas
aim to identify additional copper
resources in mining-friendly regions.
Following the completion of its
re-domiciliation to Spain and its
inclusion in the FTSE 250 Index in
May 2025, Atalaya has strengthened
its corporate and market positioning
while maintaining a clear operational
focus. With a combination of
stable cash generation, embedded
growth optionality, and a disciplined
approach to capital allocation, the
Company is well positioned to deliver
sustainable returns through the
copper price cycle and to contribute
to the secure supply of copper in
Europe.
ATALAYA MINING · ANNUAL REPORT 2025
6
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Our Purpose
Atalaya exists to
responsibly produce
copper, a metal that
is essential to modern
society and the energy
transition, while
creating sustainable
long-term value for
shareholders and
other stakeholders.
Our mission is to operate and
develop a portfolio of copper assets
in a safe, efficient, and responsible
manner, generating stable cash flows
through disciplined execution and
continuous improvement. We aim
to maximise the value of our existing
operations, extend mine life through
development and exploration, and
advance growth opportunities that
meet our technical, environmental
and financial criteria.
Our strategy is built around the
efficient operation of a centralised
processing hub at Proyecto
Riotinto, supported by a pipeline of
development and exploration assets.
This approach allows the Company
to leverage existing infrastructure,
improve capital efficiency, and
deliver resilient performance through
the commodity price cycle, while
maintaining a conservative financial
framework.
The way Atalaya operates is
guided by a clear set of values that
shape behaviour across the Group.
Safety is the Company’s first priority,
and all decisions are made with
a focus on protecting people and
communities. We are committed
to responsible environmental
stewardship, ethical and transparent
conduct, and constructive
engagement with employees,
contractors, communities and other
stakeholders. A long-term mindset
informs decision-making, ensuring
that value creation is sustainable over
the life of our assets and aligned with
the interests of all stakeholders.
Through this integrated approach,
Atalaya contributes to the secure
supply of copper in Europe, supports
economic development in the regions
in which it operates, and positions
itself to deliver sustainable returns
while supporting the transition to a
lower-carbon economy.
ATALAYA MINING · ANNUAL REPORT 2025
7
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 to be a
sustainable and reliable copper producer that also advances a pipeline of 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 the development
of Proyecto Touro, a brownfield
copper project in northwest Spain.
Strategic Focus.
□ Operational Excellence: With
a strong management team of
experienced miners and operators,
Atalaya is focused on operating
sustainably, maximising efficiency
and optimising costs across all
operations.
□ Sustainable Growth Pipeline: We
are committed to expanding our
portfolio with low-risk, high-return
assets, while maintaining financial
discipline and competitive capital
intensity.
□ 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.
As we move forward, our
strategy is to diversify
into multiple assets
and further expand our
copper production base.
We are actively reviewing
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.
Looking Ahead
ATALAYA MINING · ANNUAL REPORT 2025
8
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Letter from the Chair
NEIL GREGSON
Chair of Atalaya Mining Copper, S.A.
Dear Shareholder,
It is my pleasure to present the
Annual Report of Atalaya Mining
Copper, S.A. for 2025.
Over the past decade, Atalaya has
successfully reestablished the
historic Riotinto mining district as a
modern and sustainable source of
copper production and an important
contributor to regional economic
activity. These foundations position
the Company to grow further and
capitalise on the opportunities
arising from the structural growth in
demand for copper.
Sustainability, operational and
strategic performance
Any visitor to Riotinto will observe
the close proximity of several
communities to our mining
and processing activities, which
highlights Atalaya’s ability to operate
to high standards of sustainability.
Atalaya continues to hire locally,
procure from Spanish suppliers
and invest in important social and
economic initiatives through the
Atalaya Riotinto Foundation. With
respect to critical inputs, the team
has been focused on improving
efficiencies with respect to water
and energy consumption. Atalaya
also seeks to make continuous
improvements, for example, to
address the increase in our LTIFR
over the past year, whereby
management has initiated several
measures to improve behaviour,
supervision and training.
The past year was another period of
solid operational progress for Atalaya,
during which the Company delivered
on its copper production objectives,
strengthened its financial position
and advanced a portfolio of copper
growth projects with the potential
to significantly increase production
over time.
The Board remains focused on
ensuring that Atalaya pursues
growth in a disciplined and
sustainable manner. Atalaya’s
growth projects in the Riotinto
District benefit from the Company’s
existing facilities including a modern
processing plant, access to important
infrastructure and experienced
employees and contractors. As a
result, the development of growth
projects including San Dionisio,
Masa Valverde and San Antonio
are expected to deliver long-term
value to shareholders and regional
stakeholders. In Galicia, Proyecto
Touro represents a transformational
opportunity for industry in Galicia,
European critical raw materials
strategy and Atalaya’s objective to
become an intermediate multi-asset
copper producer.
Corporate developments
Atalaya achieved several important
capital markets milestones over the
past year.
Following the Company’s re-
domiciliation to Spain, Atalaya’s
shares were included in the FTSE
250 Index in May 2025, reflecting the
Company’s development progress
and its positioning on the London
Stock Exchange.
In tandem with strong copper
price performance, Atalaya’s shares
increased by 138% during 2025,
which represented significant
outperformance compared to the
88% increase by the Global X Copper
Miners ETF (COPX).
ATALAYA MINING · ANNUAL REPORT 2025
9
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
With respect to the Company’s
dividend policy, the Directors are
pleased to recommend a 2025 Final
Dividend of €0.065 per share, which
would result in a FY2025 Dividend of
€0.109 per share assuming approval
by shareholders at the 2026 AGM,
marking an increase from €0.0637
per share in FY2024.
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 in our Governance Report.
Board changes
I would like to welcome Hennie
Faul, who joined the Board on 24
June 2025, as an independent Non-
Executive Director. Mr. Faul brings
over 30 years of mining industry
experience as a qualified mining
engineer and a senior manager.
His extensive operational, project
development and ESG experience
will bring valuable perspective as we
continue to drive sustainable growth
across our business.
I would also like to welcome
Mike Armitage who joined the
Board on 19 January 2026 as an
independent Non-Executive Director.
Dr. Armitage brings exceptional
expertise in mineral resource and
reserve estimation, underpinned
by four decades of mining industry
experience. His depth of knowledge
will be a significant asset to the
Board as the Company advances
its projects. Mr. Faul replaces
Hussein Barma who retired from
the Board on 24 June 2025. Dr.
Armitage replaces Stephen Scott
who retired from the Board on 31
December 2025. Both Mr. Faul and
Dr. Armitage will stand for election
at the forthcoming Annual General
Meeting. On behalf of the Board, I
would like to express our gratitude
to Dr. Barma and Mr. Scott for their
10 years of dedicated service on
the Atalaya Board and various of its
committees.
Looking ahead
The Board believes the outlook
for copper remains compelling.
Copper plays a critical role in
economic development, renewable
energy solutions and emerging
digital infrastructure, while the
development of new supply is
becoming increasingly complex.
Against this backdrop, Atalaya is
very well positioned. The Company
benefits from an established
operating platform, a strong balance
sheet and a pipeline of growth
projects capable of delivering
meaningful production growth. As
our Chief Executive Officer outlines
in the following letter, Atalaya enters
the next phase of its development
with a high-quality portfolio and
from a position of operational
strength.
Conclusion
On behalf of the Board, I would like
to thank our shareholders for their
continued support.
I would also like to thank our Chief
Executive Officer, Alberto Lavandeira,
the management team and all
Atalaya employees and contractors
for their dedication and efforts
throughout the year.
Yours sincerely,
NEIL GREGSON
Chair
18 March 2026
ATALAYA MINING · ANNUAL REPORT 2025
10
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Letter from the Chief Executive Officer
ALBERTO LAVANDEIRA
Chief Executive Officer of
Atalaya Mining Copper, S.A.
Dear Shareholder,
As the Chair has outlined, 2025
represented a period of good
progress for Atalaya as we continued
to execute on our strategy of building
a leading European copper producer.
We delivered solid operational
performance at Riotinto, further
strengthened our balance sheet and
positioned our project portfolio for
production growth in the years ahead.
Safety and sustainability
performance
At Atalaya, we are committed to
maintaining high standards of
sustainability across our various
operating activities and always seek
to make improvements. We are
focused on increasing our efficiency
by reducing our water and electricity
consumption, and continue
to invest in the communities
surrounding our operations. In
response to an increase in our LTIFR,
we implemented several safety
improvement initiatives, including
behavioural safety programmes,
enhanced contractor safety
supervision and additional training
across operation teams.
Further information on our safety and
sustainability performance can be
found in our 2025 Sustainability Report.
Business performance
Our team delivered a year of solid
performance at Proyecto Riotinto.
Copper production was 51,139 tonnes
in 2025, achieving the higher end
of our annual guidance range,
which was upgraded mid-year. The
processing plant achieved a new
annual throughput record of over
16.6 million tonnes, demonstrating
the reliability of our facilities and
the strength of our operations team.
We continue to believe that our
operational capabilities are a core
differentiator that provides a strong
foundation for future growth.
Thanks to strong copper prices and
careful management of costs, our
operational performance translated
into robust financial results. Atalaya’s
financial position strengthened
throughout 2025 and we ended
the year with a net cash position of
€122.0 million, which will provide the
Company with significant financial
flexibility to develop our copper
project pipeline.
Strategy
Our strategy remains
straightforward: operate safely
and efficiently, maintain financial
discipline and develop our pipeline
of projects in order to deliver copper
production growth.
We are fortunate to control a
portfolio of projects that are located
in stable mining jurisdictions and
offer the opportunity to increase
production, extend mine life and
diversify our sources of production.
Within the Riotinto District, we
have several deposits that have the
potential to deliver higher-grade
material to our existing processing
plant. At San Dionisio, waste stripping
activities began to accelerate during
the second half of 2025, and resource
definition drilling is in progress at San
Antonio. At Masa Valverde, drilling
continues to define the high-grade
copper zone, which we expect will
be the initial focus for underground
mining in the coming years.
Beyond Riotinto, we continue to
advance Proyecto Touro in Galicia,
which has the potential to become a
modern and sustainable operation,
ATALAYA MINING · ANNUAL REPORT 2025
11
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
as well as an important new source
of copper for European industry. We
appreciate the ongoing dialogue
with the Xunta de Galicia and the
positive engagement with the local
communities.
Together, these projects provide
a clear pathway for Atalaya to
increase annual production towards
100,000 tonnes of copper equivalent,
positioning the Company to become
an intermediate multi-asset copper
producer. We have the right team,
experience and financial resources to
deliver on this objective.
Copper market outlook
Our shareholders will know that I
have been a longtime believer in
copper, and over the past year, the
structural outlook has progressively
strengthened. Copper demand
continues to increase as populations
grow, economies industrialise,
the energy transition accelerates
and new technologies like AI are
quickly adopted, while supply
growth remains constrained due to
increasing regulatory, environmental,
social and technical requirements.
These dynamics reinforce copper’s
importance as a critical mineral for
the global economy and support
the investment case for copper
producers like Atalaya. We believe
the coming years have the potential
to be transformational for Atalaya as
we continue to build a larger, more
diversified and increasingly resilient
copper business.
Conclusion
I would like to thank our employees
and contractors for their dedication
and professionalism throughout the
year, and for ensuring that Atalaya
is well-positioned to execute on the
opportunities ahead.
I would also like to thank our many
loyal shareholders for their continued
confidence and support.
Yours sincerely,
ALBERTO LAVANDEIRA
Chief Executive Officer
18 March 2026
ATALAYA MINING · ANNUAL REPORT 2025
12
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Strategic Framework
1. Operational Excellence and Safe Production
Atalaya’s Strategic
Framework defines
how the Group
delivers sustainable
long-term value
through disciplined
execution, responsible
growth and financial
resilience.
The framework reflects the structural
role of copper in the global energy
transition and the operational realities
of developing and sustaining mining
projects in Europe.
While the core strategic direction
remains consistent with prior
years, the framework has been
refined to emphasise value drivers,
capital discipline and integrated
sustainability. It is built around four
primary pillars, supported by cross-
cutting enablers that ensure effective
execution.
Strategic intent
To operate Proyecto Riotinto as a safe, reliable
and cost-competitive mining complex that
generates resilient cash flow across the
commodity cycle.
Proyecto Riotinto remains the foundation of
the Group’s value creation model. Sustained
operational performance provides the financial
platform required to fund development
activities and maintain balance sheet strength.
Key strategic priorities include
□ Maintaining safe working conditions
and strengthening behavioural safety
programmes.
□ Optimising mining sequences and
accelerating access to higher-grade areas
such as San Dionisio.
□ Maximising throughput and reliability at the
the Riotinto Processing Plant, which has a
nominal capacity of 15 Mtpa.
□ Enhancing metallurgical performance and
recovery optimisation.
□ Managing costs rigorously across mining,
processing and offsite activities.
Performance alignment
Progress under this pillar is assessed through production
volumes, Cash Costs and AISC, plant performance
metrics, safety indicators and free cash flow generation.
Strong operational performance in 2025, including
record plant throughput and cost improvements,
reinforces the effectiveness of this approach.
Forward focus
The Group will continue to improve feed flexibility,
integrate additional district deposits and optimise
operational performance while maintaining strict cost
discipline.
ATALAYA MINING · ANNUAL REPORT 2025
13
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
3. Sustainability, Community and Social Value
2. District-Scale Growth and Portfolio Optimisation
Strategic intent
To increase copper production and
extend asset life by leveraging existing
infrastructure within the Riotinto District
and selectively advancing growth
opportunities.
Atalaya’s hub-and-spoke model reduces
capital intensity and development risk
by integrating nearby deposits into the
central Riotinto processing infrastructure.
This approach enhances long-term asset
optionality while maintaining capital efficiency.
Strategic intent
To operate responsibly, maintain
a strong social licence to operate
and integrate environmental and
community considerations into
strategic decision-making.
Sustainability is embedded within
each element of the Group’s
strategy. Long-term project
success depends on environmental
stewardship, constructive
stakeholder engagement and
transparent governance.
Key strategic priorities include:
□ Advancing San Dionisio as a key higher-grade contributor.
□ Progressing development and drilling at Proyecto Masa
Valverde.
□ Continuing resource definition at San Antonio.
□ Advancing engineering studies for a potential polymetallic
processing circuit.
□ Progressing permitting and stakeholder engagement at
Proyecto Touro.
□ Advancing exploration at Proyecto Ossa Morena, Proyecto
Riotinto East and within the Skellefte Belt Project and Rockliden
Project in Sweden under structured earn-in arrangements.
Key strategic priorities include:
□ Advancing water stewardship and maintaining
high recycling rates.
□ Progressing energy efficiency initiatives and
renewable energy integration.
□ Strengthening tailings management and
alignment with evolving global standards.
□ Engaging proactively with regional authorities
and local communities.
□ Supporting local economic development through
employment, procurement and social investment.
□ Enhancing disclosure in line with evolving
European and international reporting standards.
Performance alignment
Performance is measured through
achievement of permitting milestones,
engineering progress, exploration results,
disciplined capital deployment and
readiness for Board-level investment
decisions.
Forward focus
The Group will prioritise key growth
options within the Riotinto District while
maintaining selective and disciplined
advancement of external growth options..
Performance alignment
Performance is monitored through environmental
compliance metrics, water recycling rates,
emissions intensity trends, permitting
progression, community engagement indicators
and governance transparency measures.
Forward focus
The Group will continue integrating sustainability
into capital allocation decisions, advance climate-
related disclosures and maintain alignment
with emerging European critical raw materials
frameworks.
ATALAYA MINING · ANNUAL REPORT 2025
14
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Strategic Enablers
Supporting the four pillars are three cross-cutting enablers
that ensure effective execution:
People and Culture
Atalaya’s workforce and contractor base are central to
operational performance and safety outcomes. Talent
development, leadership capability and a strong safety culture
underpin all strategic objectives.
Innovation and Technology
Process optimisation, digital tools, geotechnical monitoring
systems and ongoing evaluation of technologies to contribute
to operational efficiency and long-term competitiveness.
Community Engagement
Constructive relationships with local communities and
authorities support permitting operational continuity and
long-term development opportunities.
Strategic Coherence
The four pillars and their supporting enablers are mutually
reinforcing. Operational excellence generates cash flow.
Financial discipline preserves resilience. District growth
enhances long-term production potential. Sustainability and
community engagement secure licence to operate.
Together, this framework positions Atalaya to deliver
consistent performance while advancing a disciplined
European copper growth strategy aligned with long-term
stakeholder expectations.
4. Financial Strength and
Governance Discipline
Strategic intent
To preserve balance sheet strength, allocate capital prudently
and maintain governance standards consistent with the UK
Corporate Governance Code.
Financial resilience enables strategic flexibility. Maintaining a
net cash position and disciplined capital allocation supports
both operational stability and growth execution.
Key strategic priorities include:
□ Maintaining liquidity buffers and prudent leverage.
□ Prioritising sustaining and safety-related capital
expenditure.
□ Sequencing development capital in line with technical
readiness and market conditions.
□ Strengthening risk management and internal control
frameworks.
□ Enhancing Board composition, independence and oversight.
Performance alignment
Performance under this pillar is evaluated through net cash
position, EBITDA generation, capital expenditure discipline
versus guidance, risk management effectiveness and
governance compliance indicators.
Forward focus
The Group will continue reinforcing internal controls,
aligning remuneration with strategic priorities and ensuring
transparent engagement with shareholders.
ATALAYA MINING · ANNUAL REPORT 2025
15
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Copper Market Overview
During 2025, copper production
growth was limited, with the
International Copper Study Group
(ICSG) estimating that world copper
mine production increased by
approximately 1% over the first 11
months of 2025. Production from
Chile, the largest copper producing
country, experienced an annual
production decline of approximately
2% in 2025, while the second
largest producer, the DRC, saw its
production increase.
Global mine production was
impacted by a variety of factors.
Most notably, several major supply
disruptions at some of the world’s
largest mines, including at Kamoa-
Kakula (DRC) in May 2025 and at
Grasberg (Indonesia) in September
2025, immediately removed
production capacity from the market.
In addition, underperformance
at other large operations, such as
Quebrada Blanca Phase 2 (delayed
ramp-up) and Collahuasi (low
grade mining phase), have further
constrained mine supply.
The combination of shortfalls in
mine production and the additions
of new smelting capacity in China,
the DRC, India and Indonesia have
resulted in a meaningful copper
concentrate deficit. In response,
copper treatment and refining
charges (TC/RCs) are at record lows,
which benefits copper miners, and
certain smelters have been forced to
operate at reduced capacity.
At present, very few large-scale
copper projects are in construction,
in part due to the many hurdles
associated with developing new
greenfield mines that include
securing environmental permits,
support from local communities,
legal and fiscal stability agreements,
and access to infrastructure and
skilled labour.
During 2025, global real GDP increased
by approximately 3% according to the
IMF. This level of ongoing economic
growth supported the demand for
copper, with the ICSG estimating
that world apparent refined copper
usage increased by approximately
4% during the first 11 months of 2025.
Demand from China, which accounts
for approximately 58% of total world
refined copper usage, was estimated
to have increased by approximately
5.5% according to the ICSG.
Beyond traditional economic
growth, copper demand is also
being supported by accelerating
investments in the energy transition
and the adoption of new technologies:
□ Energy transition investments,
including various forms of
renewable energy, such as solar,
wind and battery energy storage
systems (BESS), as well as the
significant power grid investments
required to modernise and expand
networks and capacity.
□ New technology investments,
most notably the rapid buildout
of the large-scale datacentres that
are required to support artificial
intelligence (AI) applications, has
created a significant new source
of demand for copper and also for
electricity, which will dictate further
investments in power generation
capacity and transmission.
Copper Supply Trends Copper Demand Trends
ATALAYA MINING · ANNUAL REPORT 2025
16
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Market Copper Prices in 2025 (LME Spot)
Realised Copper Prices
The average prices of copper for 2025 and 2024 were:
Atalaya’s Strategic Response
Throughout 2025, Atalaya maintained full exposure to the copper price, with no
hedging agreements in place, which positively impacted the Group’s financial
performance. In order to reduce the impact of a potential future downturn
in the copper price, Atalaya continues to focus on enhancing operational
efficiency, managing input costs and increasing its copper production.
Outlook for 2026
Looking ahead, the outlook for copper remains very constructive over the
medium to long-term, driven by growing demand from population growth,
electrification and new technologies, as well as supply related challenges
across the industry. In the short-term, however, the copper price may be
volatile and impacted by economic uncertainty and geopolitical events.
Atalaya remains well-positioned to capitalise on strong copper market
fundamentals, thanks to its growth project pipeline, balance sheet strength
and focus on operational excellence.
$3,00
$3,50
$4,00
$4,50
$5,00
$5,50
$6,00
ene-2025
feb-2025
mar-2025
abr-2025
may-2025
jun-2025
jul-2025
ago-2025
sep-2025
oct-2025
nov-2025
dic-2025
US$/lb
$/lb Q4 2025 Q4 2024 FY2025 FY2024
Realised copper price
(excluding QPs)
$/lb 5.10 4.10 4.49 4.19
Market copper price per
lb (period average)
$/lb 5.03 4.16 4.51 4.15
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
2025, including quotation period adjustments, was approximately $4.45/lb.
The LME copper price averaged $4.51/
lb during 2025, after starting the year
just below $4.00/lb and ending 2025
at a high of approximately $5.70/lb.
The LME copper price demonstrated
volatility throughout the
year, especially following the
announcement of “Liberation Day”
tariffs by the Trump Administration in
April 2025, which triggered a market
sell-off and resulted in the copper
price hitting a 2025 low of $3.87/lb.
Thereafter, the LME copper price rose
steadily throughout the remainder
of 2025, mainly as a result of major
supply disruptions at Kamoa-Kakula
in May and at Grasberg in September,
continued speculative movements of
physical metal into the United States,
as well as USD weakness. During the
entire month of December 2025, LME
copper traded above $5.00/lb.
Looking into 2026, analysts expect
the copper price to remain above $5/
lb due to continued market tightness,
thanks to growing demand and
constrained supply.
Copper Price Dynamics
ATALAYA MINING · ANNUAL REPORT 2025
17
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
The EUR/USD exchange rate was
volatile in 2025, reflecting changing
expectations for economic growth
and monetary policy in the United
States and the Eurozone. The
exchange rate averaged around $1.13
during the year, rising from below
$1.05 in early 2025 to around $1.17 by
year-end.
The EUR appreciated primarily
because the expected interest-rate
differential between the United
States and the Eurozone narrowed
as markets increasingly anticipated
Federal Reserve rate cuts amid
slowing US growth and moderating
inflation. Trade tensions following
the announcement of new US
tariffs in April 2025 also increased
uncertainty about the US economic
outlook, reinforcing expectations of
monetary easing. In the latter half
of 2025, EUR/USD stabilised as the
Federal Reserve began lowering
policy rates and markets adjusted
to a more balanced monetary policy
outlook between the two economies.
Foreign Exchange Impact
Volatility in the EUR/USD exchange
rate has a direct impact on Atalaya’s
financial results as the Company’s
costs are largely denominated
in EUR, while its revenues are
denominated in USD. As a result,
depreciation in the USD reduces
revenues and also increases headline
Cash Costs and AISC, which are
stated in USD terms.
Atalaya monitors currency
fluctuations on an ongoing basis and
will continue evaluating potential
risk management measures to
mitigate future exchange rate
impacts.
1,0000
1,0200
1,0400
1,0600
1,0800
1,1000
1,1200
1,1400
1,1600
1,1800
1,2000
ene-25 feb-25 mar-25 abr-25 may-25 jun-25 jul-25 ago-25 sep-25 oct-25 nov-25 d ic-25
EUR/USD
ATALAYA MINING · ANNUAL REPORT 2025
18
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Key Performance Indicators
The Group uses
a focused set of
key performance
indicators (KPIs) to
monitor the delivery
of its strategy and
the long-term
performance of its
business.
These indicators provide insight
into operational efficiency, financial
discipline, sustainability performance,
and capital allocation, and are used by
management and the Board to assess
progress against strategic priorities.
The KPIs presented below are aligned
with the Group’s operating model
and asset portfolio, reflecting the
importance of safe and efficient
production at Proyecto Riotinto,
disciplined development of growth
projects, and the maintenance of a
robust financial framework. Together,
they support transparent reporting
and enable stakeholders to evaluate
the Group’s performance across the
commodity price cycle.
1. Financial KPIs 2025 2024
Revenue (€k) 482,915 326,797
EBITDA (€k) 179,756 66,356
Net Cash Position (€k) 121,960 35,091
Dividend per Share (€/share)* 0,1090 0.0637
Realised Copper Price ($/lb) 4.49 4.19
*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 2026 AGM).
3. Sustainability & ESG KPIs 2025 2024
Scope 1&2 CO2 Emissions (tonnes)* 99,292 105,076
Surface Water Withdrawal (millions m³) 4.06 3.58
Lost Time Injury Frequency Rate (LTIFR)
(own employees + contractors)
4.80 3.33
Severity Rate 0.20 0.10
Community Investment (€m) 0.8 1.0
*Our 2025 CO2 emissions are an estimate based on 2024 emission data.
2. Operational KPIs Guidance 2026 2025 2024
Copper Production (tonnes) 50,000 – 54,000 51,139 46,227
Ore Processed (Mt) 15.5 – 16.0 16.6 15.9
Cash Cost ($/lb) 2.60 – 2.90 2.40 2.92
All-in Sustaining Cost (AISC) ($/lb) 3.10 – 3.40 2.90 3.26
These financial KPIs provide insight into
the Group’s financial health, profitability,
and ability to return value to shareholders.
Operational KPIs provide insight into our
efficiency in extracting and processing
copper, while also helping us monitor
production costs and operational
sustainability.
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.
The Group’s Lost Time Injury Frequency Rate (LTIFR) increased to 4.80 in 2025 (2024: 3.33). The increase reflects a higher
number of recordable injuries during the year. While no life-threatening incidents occurred, management has initiated
targeted safety improvement measures, including reinforcement of behavioural safety programmes, enhanced contractor
safety supervision and additional training across operation teams.
ATALAYA MINING · ANNUAL REPORT 2025
19
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Asset Portfolio
Atalaya’s asset portfolio is structured
around the efficient operation
of a centralised processing hub
at Proyecto Riotinto, supported
by a pipeline of development
and exploration assets located in
established mining jurisdictions in
Spain and northern Europe.
This portfolio provides a combination
of stable production, embedded
growth opportunities, and longer-
term exploration optionality, while
enabling the Group to leverage
existing infrastructure, technical
expertise, and disciplined capital
allocation.
Proyecto Riotinto
Proyecto Riotinto is the
Group’s flagship operating
asset and the cornerstone
of its production and cash
generation. The mining
and processing complex is
located in the Iberian Pyrite
Belt in the province of Huelva
(Andalusia, Spain), between
the municipalities of Minas de
Riotinto, Nerva and El Campillo.
Atalaya owns and operates
Proyecto Riotinto through
its wholly owned subsidiary,
Atalaya Riotinto Minera, S.L.U.
The operation comprises
the Cerro Colorado open-pit
mine, the 15 Mtpa Riotinto
Processing Plant, and
associated infrastructure.
Proyecto Riotinto serves
as the Group’s central
processing hub and provides
the operational base from
which nearby development
assets can be advanced and
integrated into the production
profile over time.
San Dionisio and
San Antonio
The San Dionisio and San
Antonio deposits are located
adjacent to the Cerro Colorado
open-pit and form part of the
wider Proyecto Riotinto area.
Both deposits offer thepotential
to become higher-grade sources
of material that could enhance
the feed profile of the Riotinto
Processing Plant. Mining at San
Dionisio is underway while infill
drilling continues at San Antonio.
The advancement of these
deposits is aligned with Atalaya’s
strategy of extending mine life,
improving grade flexibility, and
maximising the utilisation of
existing infrastructure within
the Riotinto District, subject to
permitting and development
activities.
Proyecto Riotinto East
Proyecto Riotinto East
comprises a number of
investigation permits located
immediately to the east of
Proyecto Riotinto. The permits
are considered prospective for
mineralisation consistent with
the wider Iberian Pyrite Belt
and form part of the Group’s
exploration strategy within the
Riotinto District.
Proyecto Riotinto East
provides additional longer-
term exploration potential
adjacent to existing
infrastructure, reinforcing the
strategic importance of the
Riotinto area as the core of the
Group’s asset base.
ATALAYA MINING · ANNUAL REPORT 2025
20
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Proyecto Masa
Valverde
Proyecto Masa Valverde
is a development-stage
volcanogenic massive sulphide
project located in the province
of Huelva, within trucking
distance of Proyecto Riotinto.
Atalaya owns the project
through its wholly owned
subsidiary, Atalaya Masa
Valverde, S.L.U.
The development concept
contemplates underground
mining of the Masa Valverde
and Majadales deposits, with
mined material transported
to the Riotinto Processing
Plant for processing. This
hub-and-spoke approach is
consistent with the Group’s
strategy of leveraging its
existing processing capacity to
support additional ore sources
within the Riotinto District,
enhancing capital efficiency
and operational flexibility.
Proyecto Touro
Proyecto Touro is a brownfield
copper project located in the
Galicia region of northwest
Spain and is currently in the
permitting phase. The project
is situated within the San
Rafael exploitation concession,
held by Cobre San Rafael, S.L.
Atalaya holds a minority
interest in Cobre San Rafael
under an earn-in agreement
that provides the option to
increase its ownership interest
to 80% upon the achievement
of certain development
milestones. Proyecto Touro
represents a longer-term
growth opportunity that has the
potential to diversify the Group’s
asset base beyond the Riotinto
District, subject to permitting
and development progress.
Proyecto Ossa
Morena
Proyecto Ossa Morena consists
of a portfolio of investigation
permits strategically located
along prospective zones of the
Ossa Morena Metallogenic Belt
in southwest Spain. Atalaya
acquired an initial majority
interest in the project in 2021
and subsequently increased its
ownership.
The project is at an exploration
stage and represents longer-
term optionality within a
well-established metallogenic
belt. Exploration activities
are focused on identifying
copper and polymetallic
mineralisation that could
complement the Group’s
broader Spanish portfolio, while
maintaining a disciplined and
selective approach to capital
deployment.
Skellefte Belt Project
and Rockliden Project
(Sweden)
Atalaya has staged earn-in
agreements related to the
Skellefte Belt Project and the
Rockliden Project in Sweden.
These projects are located in
established mining districts
with a history of base metal
production and are considered
prospective for volcanogenic
massive sulphide mineralisation.
The Swedish projects
could provide geographic
diversification and exposure
to high-quality exploration
districts within Europe. They
are currently at an exploration
stage and are being advanced
in line with the Group’s
disciplined approach to
technical evaluation and capital
allocation.
ATALAYA MINING · ANNUAL REPORT 2025
21
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Risk Management and principal risk factors
Protecting operational continuity,
financial resilience and the Group’s
long-term licence to operate is
central to how risk is managed across
the organisation.
Risk management is embedded
within the Group’s strategic and
operational decision-making
processes. The framework is
designed to ensure that risks are
identified early, assessed consistently
and managed in proportion to their
potential impact on performance,
cash generation and long-term
sustainability.
The Group’s control environment is
supported by certified management
systems, including ISO 45001 (Health
& Safety), ISO 14001 (Environmental
Management), ISO 50001 (Energy
Management) and ISO 9001 (Quality
Management).
During 2025, the Group continued
to enhance its internal control and
risk management arrangements,
progressively aligning its practices
with internationally recognised
enterprise risk management
principles, including those
reflected in the COSO framework.
Enhancements focused on
improving consistency in risk
assessment, strengthening the
identification and monitoring of
critical controls, and reinforcing
accountability across operational and
corporate functions.
In preparation for the evolving
UK Corporate Governance Code
requirements effective from 2026,
the Group undertook a structured
review of its risk management and
internal control framework. This
included further development
of critical control identification,
monitoring processes and associated
action plans where appropriate.
The Company remains committed to
strengthening its risk management
and internal control environment,
recognising that strong governance
underpins long-term value creation
and stakeholder confidence.
The Board retains ultimate
responsibility for risk oversight and
determines the nature and extent
of principal and emerging risks it is
willing to accept, in pursuit of the
Group’s strategic objectives. Risk
oversight is exercised through the
Board and its Committees under
clearly defined mandates.
□ The Audit Committee oversees
financial reporting integrity,
internal control effectiveness and
financial risk management.
□ The Physical Risk Committee
monitors health, safety,
operational and infrastructure-
related risks across the Group’s
assets.
□ The Sustainability Committee
oversees environmental
performance, climate-related
matters and community
engagement.
□ The Nomination and Governance
Committee and the Remuneration
Committee support effective
governance structures and
alignment of incentives with long-
term value creation.
Management is responsible for
implementing the framework and
for maintaining a culture in which
risk awareness and accountability
are embedded at all levels of the
organisation. Regular reporting and
review mechanisms support ongoing
monitoring and enable timely
Atalaya operates
a focused mining
business in a sector
characterised by
operational intensity,
commodity price
volatility and evolving
regulatory and
societal expectations.
ATALAYA MINING · ANNUAL REPORT 2025
22
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
response to changes in market
conditions, operational performance
and regulatory developments.
The structured risk management
process applied across the
Group forms the foundation of
its approach to risk governance.
The diagram below illustrates the
integrated nature of the Group’s
risk management cycle and the
interaction between governance
oversight, operational execution and
continuous monitoring.
Strategic context
and risk appetite
Risk assessment begins with
a clear understanding of the
Group’s strategic objectives,
operating environment and risk
appetite.
The Board determines the
nature and extent of risk the
Group is willing to accept in
pursuit of its objectives. This
context provides the basis for
consistent risk identification,
evaluation and reporting across
the business.
Risk identification
and assessment
Risks are identified at both
operational and corporate levels
through structured reviews,
management workshops,
and periodic risk assessments
ongoing monitoring of internal
and external developments.
This includes consideration of
financial, operational, regulatory,
environmental, technological
and geopolitical factors that
may impact performance or
long-term sustainability.
Risk response and
control environment
Where residual risks exceed
acceptable thresholds, targeted
mitigation measures and control
enhancements are implemented.
These may include operational
improvements, strengthened
internal controls, contractual
safeguards, insurance coverage,
hedging strategies or strategic
adjustments. Critical controls
are identified and monitored
to ensure their continued
effectiveness.
Risk monitoring is embedded within regular management
reporting and Committee oversight processes.
Emerging risks are evaluated throughout the year, and
action plans are updated where required to reflect
changes in the operating environment.
The effectiveness of the internal control environment is
reviewed periodically to support continuous improvement
and readiness for evolving governance expectations. This
integrated approach supports the effectiveness of the
Group’s internal control environment and reinforces the
Board’s oversight responsibilities..
Continuous monitoring and assurance
Effective risk governance relies on continuous
dialogue across the organisation. The Group promotes
open communication between operational teams,
corporate functions and the Board to ensure risks are
consistently identified, assessed and managed. Regular
interaction with key stakeholders -including regulators,
communities, employees and suppliers -supports
informed decision-making and reinforces accountability.
Governance and oversight
ATALAYA MINING · ANNUAL REPORT 2025
23
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Principal Risks and Uncertainties
The principal risks set out below represent those risks which
could materially impact the Group’s strategy, operational
performance, financial resilience or long-term sustainability.
These risks have been identified and assessed through
the structured risk management framework described
above and reflect the current operating environment and
strategic priorities of the Group.
Risk
1. Health and Safety
2. Environmental Management
3. Tailings Storage Facilities
4. Commodity Prices and Exchange Rates
5. Community Relations and Social Licence
6. Climate Change And Energy Transition
7. Regulatory and Permitting Risk
8. Strategy Resources and Supply Chain
9. Talent and Workforce Management
10. Cybersecurity and Digital Resilience
11. Liquidity and Financial Resilience
1. Health and Safety
Risk description
Mining operations inherently involve
significant health and safety risks due
to the nature of heavy industrial activity
and complex operating environments.
Failure to maintain effective safety
standards, controls and behaviours could
result in serious injuries or fatalities,
operational disruption, regulatory
sanctions and reputational damage.
Why this risk matters
The safety of our employees and
contractors is our highest priority. A
serious incident could materially affect
operational continuity, stakeholder
confidence and the Group’s long-term
sustainability as well as expose the Group
to regulatory scrutiny and potential legal
consequences. Maintaining a strong
safety culture is essential to delivering
stable and responsible production.
How we manage the risk
The Group operates a structured Health
and Safety Management framework
aligned with applicable regulations
and recognised industry standards,
including ISO 45001 certification across
its principal operations.
Key elements of the control
environment include:
□ A formalised critical risk management
programme identifying high-risk
activities and associated control
measures.
□ Periodic internal and external audits of
the safety management system.
□ Structured contractor management
and coordination processes to ensure
compliance with safety standards
across all sites.
During 2025, monitoring of critical
controls was further strengthened
as part of the Group’s ongoing
development of its internal control
environment, enhancing consistency
and accountability across operations.
Residual risk rating: Medium
ATALAYA MINING · ANNUAL REPORT 2025
24
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
2. Environmental Management
Risk description
Mining operations involve significant environmental responsibilities,
including water resources management, emissions control and waste
management and land rehabilitation. Changes in water availability or
increasing regional water stress could affect environmental management
and operational planning. Failure to manage environmental impacts
effectively could result in regulatory sanctions, operational disruption,
financial penalties and reputational damage.
Why this risk matters
Environmental performance is fundamental to maintaining the Group’s
licence to operate and long-term sustainability. Non-compliance with
environmental regulations or environmental incidents could materially
affect stakeholder confidence and operational continuity. Water
availability is an important operational consideration for mining activities
and may be influenced by changing climatic conditions and regional
water stress patterns.
How we manage the risk
The Group operates a structured Environmental Management System
aligned with applicable legislation and recognised international standards,
including ISO 14001 certification across its principal operations.
Key elements of the control environment include:
□ Formal identification and periodic assessment of environmental
aspects and legal requirements.
□ Implementation of an Environmental Surveillance Plan covering emissions,
water quality, waste management and restoration activities.
□ Independent external audits and periodic internal compliance reviews.
□ Ongoing monitoring and reporting of environmental performance
indicators to senior management and the Board.
Residual risk rating: Medium
3. Tailings Storage Facilities
Risk description
The Group operates tailings storage facilities (TSFs) as part of its mining activities.
Tailings management involves geotechnical, environmental and operational
risks. Failure in the design, construction, monitoring or management of a TSF
could result in significant environmental damage, operational disruption,
regulatory action and severe reputational impact.
Why this risk matters
Safe tailings management is critical to operational continuity and environmental
protection. TSFs require continuous monitoring of structural stability, water
balance and storage capacity.
Insufficient oversight, unexpected geotechnical behaviour or capacity constraints
could affect long-term operational planning and stakeholder confidence..
How we manage the risk
The Group maintains a structured governance framework for tailings
management supported by technical oversight and monitoring systems.
Key elements include:
□ Continuous geotechnical monitoring, including deformation and stability
control.
□ Use of the internally developed MINERVA monitoring platform to support early
detection of structural movements.
□ Independent technical reviews and external inspections where applicable.
□ Monitoring of storage capacity and phased development planning to ensure
alignment with mine life and production plans.
Tailings oversight and monitoring results are reviewed periodically by senior
management and reported to the Board.
Residual risk rating: Medium
ATALAYA MINING · ANNUAL REPORT 2025
25
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
4. Commodity Prices and Exchange Rates
Risk description
The Group’s financial performance
is significantly influenced by
fluctuations in copper prices and
movements in foreign exchange
rates. Commodity markets are
inherently volatile and are affected
by global economic conditions,
geopolitical developments,
supply-demand dynamics and
investor sentiment.
As a primary copper producer,
adverse movements in
copper prices or exchange
rates could materially impact
revenues, operating margins,
cash generation and capital
investment capacity.
Why this risk matters
The Group’s exposure to copper
price volatility is structural and
largely outside its direct control.
Sustained periods of lower
commodity prices or unfavourable
exchange rate movements could
affect profitability, liquidity and
the timing or scale of capital
projects.
Market volatility may also
influence investor confidence,
valuation and access to financing.
5. Community Relations and Social Licence
Risk description
The Group’s ability to operate and
develop mining projects depends
on maintaining constructive
relationships with local communities,
regulators and other stakeholders.
Mining activities are subject to public
scrutiny and regulatory approval
processes, particularly in relation
to environmental permitting and
project development.
Failure to maintain stakeholder
confidence or secure required
authorisations could delay projects,
increase costs or restrict operational
flexibility.
Why this risk matters
The development and expansion
of mining projects, including Touro
and Ossa Morena, are subject to
regulatory review and stakeholder
engagement processes. Timely
progression of these projects
depends on compliance with
applicable requirements and
the maintenance of constructive
dialogue with relevant authorities
and local communities.
Maintaining a strong social licence
to operate is essential to long-term
growth and strategic optionality..
Maintaining financial resilience in a
cyclical industry is therefore essential
to protecting long-term value.
How we manage the risk
The Group actively monitors
commodity markets and
macroeconomic developments as
part of its regular financial planning
and forecasting processes.
Key elements of the control
environment include:
□ Conservative budgeting and
long-term price assumptions
supported by scenario and
sensitivity analysis.
□ Ongoing cost discipline and
operational efficiency initiatives to
preserve margin resilience.
□ Active liquidity management and
oversight of working capital.
Financial performance, liquidity
metrics and market exposure
are reported regularly to senior
management and the Board.
Capital allocation decisions are
assessed in light of prevailing
market conditions and long-term
price outlooks.
Residual risk rating: Medium
How we manage the risk
The Group maintains structured
stakeholder engagement programmes
across its areas of operation and
development.
Key elements of the approach
include:
□ Ongoing dialogue with local
communities, regional authorities and
regulators.
□ Transparent disclosure of environmental
and technical studies supporting project
development.
□ Compliance with permitting
and environmental assessment
requirements.
□ Dedicated community relations
and sustainability teams supporting
engagement activities.
For development-stage projects such
as Touro and Ossa Morena, regulatory
processes are managed through defined
governance structures and technical
review procedures to ensure alignment
with applicable legal and environmental
standards.
Stakeholder engagement and permitting
progress are periodically reviewed by senior
management and reported to the Board.
Residual risk rating: Medium
ATALAYA MINING · ANNUAL REPORT 2025
26
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
6. Climate Change and Energy Transition
Risk description
The Group operates in an
energy-intensive industry and
is exposed to risks arising from
climate change, including
regulatory developments, evolving
stakeholder expectations and
physical climate impacts.
Changes in environmental
legislation, emissions standards
or energy markets may increase
operating costs or require
additional capital investment.
Why this risk matters
Energy represents a significant
component of the Group’s
operating cost base. Increases
in electricity prices or regulatory
measures linked to carbon
emissions could impact margins
and long-term competitiveness.
In addition, investors and
stakeholders increasingly
expect mining companies to
demonstrate credible pathways
towards emissions reduction and
responsible energy use.
Failure to adapt to evolving
climate-related expectations could
affect access to capital, reputation
and long-term sustainability.
How we manage the risk
The Group has implemented
measures to enhance energy
efficiency and reduce exposure to
energy market volatility.
Key elements include:
□ Development of renewable
energy initiatives, including
the development of a 50 MW
photovoltaic installation at
Riotinto, designed to enhance
energy self-sufficiency and reduce
exposure to market price volatility.
□ Certification under ISO 50001
(Energy Management Systems),
providing a structured framework
for monitoring, measuring and
improving energy performance
across operations.
□ Ongoing assessment of energy
consumption, emissions intensity
and cost exposure as part of
financial and operational planning.
□ Evaluation of opportunities to
reduce carbon intensity and
improve operational efficiency.
Climate-related considerations are
integrated into long-term planning,
capital allocation and risk assessment
processes.
Residual risk rating: Medium
7. Regulatory and Permitting Risk
Risk description
The Group operates in a highly
regulated industry and is subject to a
broad range of environmental, safety,
mining and corporate regulations.
Changes in legislation, regulatory
interpretation or permitting
requirements could impact existing
operations or the timing and
feasibility of development projects.
Delays or adverse outcomes in
permitting processes may affect
operational flexibility, project
development timelines or capital
deployment plans.
Why this risk matters
Compliance with regulatory
requirements is fundamental to
maintaining operational continuity
and progressing growth projects.
Development-stage projects,
including Touro and Ossa Morena,
are subject to defined permitting
and environmental assessment
processes.
Failure to obtain or maintain required
permits, or changes in regulatory
frameworks, could result in delays,
additional compliance costs or
constraints on operational activities.
How we manage the risk
The Group maintains structured
compliance frameworks across
its operations, supported by
dedicated legal, technical and
environmental teams.
Key elements include:
□ Ongoing monitoring of
regulatory developments
at regional, national and
European levels.
□ Defined permitting
governance processes for
development projects.
□ Engagement with regulatory
authorities throughout
application and review stages.
□ Periodic internal reviews
of compliance with
environmental and
operational licence
conditions.
Regulatory exposure
and permitting progress
are reviewed by senior
management and reported
periodically to the Board.
Residual risk rating:
Medium
ATALAYA MINING · ANNUAL REPORT 2025
27
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
8. Strategic Resources and Supply Chain
Risk description
The Group’s operations depend on the availability, reliability and cost
stability of key strategic inputs, including energy, grinding media, reagents,
water and specialised technical services.
Disruptions in supply chains, cost volatility or constraints in access to critical
resources could impact operational continuity, production efficiency and
financial performance.
Why this risk matters
Mining operations are capital-intensive and rely on the continuous
supply of essential consumables and services. Volatility in energy prices,
inflationary pressures or supply chain disruptions may increase operating
costs or affect production schedules.
Access to secure and diversified supply sources is therefore fundamental to
operational resilience.
How we manage the risk
The Group maintains structured procurement and supply chain
management processes designed to secure reliable access to critical inputs.
Key elements include:
□ Long-term supply agreements where appropriate.
□ Diversification of suppliers for key consumables and services.
□ Active monitoring of energy markets and input cost exposure.
□ Integration of supply chain considerations into financial planning and
budgeting processes.
□ Ongoing evaluation of operational efficiency initiatives to reduce
consumption intensity.
Residual risk rating: Medium
9. Talent and Workforce Management
Risk description
The Group’s operational
performance depends on its
ability to attract, develop and
retain appropriately skilled
personnel across technical,
operational and corporate
functions.
A shortage of qualified
professionals, increased
competition for talent or
labour instability could affect
productivity, project execution
and organisational resilience.
Why this risk matters
Mining operations require
specialised technical expertise
and experienced operational
teams. Labour market
constraints, demographic
pressures and evolving skill
requirements may increase
recruitment challenges and
wage pressures.
Sustained workforce
disruption or the loss of key
personnel could impact safety
performance, operational
continuity and strategic
execution.
How we manage the risk
The Group maintains structured
human capital management
practices designed to support
workforce stability and
capability development.
Key elements include:
□ Competitive remuneration
and retention frameworks
aligned with market
benchmarks.
□ Workforce planning and
succession management
processes for key roles.
□ Ongoing technical and safety
training programmes.
□ A collective labour
agreement in place at
ARM, providing a defined
framework for employment
conditions and structured
engagement with employee
representatives.
Talent management
considerations are integrated
into long-term operational
planning and project
development strategies.
Residual risk rating:
Medium
ATALAYA MINING · ANNUAL REPORT 2025
28
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
10. Cybersecurity and Digital Resilience
Risk description
The Group relies on information
technology systems and digital
infrastructure to support
operational processes, financial
reporting, communications and
technical monitoring activities.
Cybersecurity threats,
including unauthorised access,
ransomware, data breaches
or system disruption, could
compromise operational
continuity, data integrity or
regulatory compliance.
Why this risk matters
Disruption to critical IT systems
could affect production
processes, financial reporting,
supply chain management or
stakeholder communications.
In addition, increasing
digitalisation of monitoring
systems and operational
technologies heightens
exposure to cyber-related risks.
Failure to adequately protect
systems and data could result
in operational downtime,
financial loss, reputational
damage or regulatory scrutiny.
11. Liquidity and Financial Resilience
Risk description
The Group’s operations and
development activities require
ongoing access to liquidity and
financial resources. Adverse
market conditions, reduced cash
generation, or constrained access to
financing could affect the Group’s
ability to meet its obligations, fund
capital expenditure or pursue
strategic opportunities.
Why this risk matters
Mining is capital-intensive and
cyclical. Sustained commodity
price volatility, increased operating
costs, or unexpected operational
events could impact cash flows and
financial flexibility.
Maintaining adequate liquidity is
essential to ensuring operational
continuity, resilience during market
downturns and disciplined capital
allocation.
How we manage the risk
The Group maintains structured
financial governance and treasury
management processes designed
to preserve financial resilience.
Key elements include:
□ Regular cash flow forecasting
and scenario analysis.
□ Monitoring of liquidity headroom
and financial covenant
compliance where applicable.
□ Disciplined capital allocation and
investment review procedures.
□ Oversight of working capital
management and cost control
initiatives.
□ Financial performance and
liquidity metrics are incorporated
into the Group’s regular
governance reporting processes.
Financial planning processes
incorporate sensitivity analysis
linked to commodity prices and
cost assumptions, supporting
informed decision-making in
varying market conditions.
Residual risk rating: Medium
These principal risks are subject to ongoing review and monitoring as part
of the Group’s integrated risk governance framework.
How we manage the risk
The Group maintains structured IT
governance and cybersecurity controls
designed to protect critical systems and
sensitive data..
Key elements include:
□ Defined IT access controls and
segregation of duties.
□ Appropriate segregation between
operational technology (OT) and
corporate IT environments.
□ Network security measures and
periodic system vulnerability
assessments.
□ Data backup and recovery procedures
designed to support business
continuity.
□ Employee awareness and
cybersecurity training programmes,
including periodic simulated phishing
exercises to reinforce risk awareness
and strengthen behavioural resilience.
These initiatives support a culture of
cybersecurity awareness across the
organisation and complement the
Group’s technical control framework.
□ Periodic review of IT controls as part
of the Group’s broader internal control
enhancement programme.
Residual risk rating: Medium
ATALAYA MINING · ANNUAL REPORT 2025
29
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Viability statement
In accordance with
the UK Corporate
Governance Code
2024, the Board
of Directors has
assessed the long-
term prospects of the
Company over a five-
year period from 31
December 2025.
The Board considers five years to be
an appropriate assessment period
as it aligns with the Group’s strategic
planning cycle, mine planning
horizon and development sequencing
within the Riotinto District. Mining
is inherently long-term and capital-
intensive, and this timeframe provides
a meaningful period over which
to evaluate potential exposure to
commodity price cycles, cost inflation,
operational disruption and capital
project execution risk.
The Board also considered the Group’s
debt maturity profile and liquidity
headroom. Non-current borrowings
at year-end amounted to €5.7
million, with no material long-term
refinancing concentration within the
five-year viability assessment period.
The Group retains access to revolving
credit facilities which are reviewed
annually and has demonstrated
continued ability to refinance short-
term facilities where required.
In performing the viability assessment,
the Directors considered the Group’s
capacity to generate operating
cash flow under both normal and
adverse market conditions, to fund
sustaining capital expenditure, to
progress development activities within
approved parameters and to meet its
financial obligations as they fall due.
The strong net cash position, positive
free cash flow profile and flexibility
to phase discretionary development
capital provide additional resilience
under downside scenarios.
Maintaining liquidity resilience
remains central to the Board’s
evaluation, particularly given the
cyclical nature of copper markets
and the capital intensity of mining
operations. The Board is satisfied
that the Group enters the five-year
assessment period from a position of
financial strength.
Financial Strength
and Liquidity
In assessing the Group’s viability,
the Board considered its financial
strength, liquidity profile and capital
structure.
As at 31 December 2025, the Group
held cash and cash equivalents of
€166.3 million. Total borrowings
amounted to €44.3 million, resulting
in a strong net cash position of
approximately €122 million. The
majority of borrowings are short-
term in nature and relate primarily
to working capital facilities, which
were partially repaid during the year
following strong cash generation.
During 2025, the Group generated
€192.5 million of net cash from
operating activities, reflecting
robust operational performance
and improved profitability. After
investing activities of €85.1 million,
primarily related to sustaining capital,
capitalised stripping and development
expenditure, the Group remained
strongly cash generative. Net cash
increased by €113.4 million during
the year, further strengthening the
balance sheet.
ATALAYA MINING · ANNUAL REPORT 2025
30
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Operational Concentration
and Resilience
The Group currently derives substantially
all of its operating cash flow from
Proyecto Riotinto, and the Board
recognises that this concentration
results in exposure to commodity price
volatility and operational performance
risk. In assessing viability, the Directors
considered a number of mitigating
factors that support the resilience of the
business model.
Proyecto Riotinto has demonstrated
a proven operating track record since
its restart in 2015 and benefits from
an expected mine life exceeding
10 years based on current reserves
and resources. In addition, ongoing
development within the Riotinto
District, including San Dionisio and
Proyecto Masa Valverde, enhances
operational flexibility and provides
opportunities to optimise feed sources
over time. The Group operates within
a disciplined cost management
framework and retains flexibility in its
capital allocation, with development
expenditure capable of being phased in
line with market conditions.
The potential future development of
Proyecto Touro represents a longer-term
diversification opportunity, subject to
permitting progress and regulatory
outcomes.
Downside Sensitivities
and Risk Assessment
In assessing the Group’s viability
over the five-year period, the Board
performed detailed downside sensitivity
analyses reflecting the principal
operational and market risks inherent to
mining.
The following adverse scenarios,
including severe but plausible market
stress condition, were modelled on a
stand-alone basis:
□ A 20-25% decrease in copper prices
over a two-year recessionary period,
followed by a gradual recovery over
the remaining three years of the
assessment period.
□ A 15% increase in site operating
expenditure over a two-year
inflationary period, with costs
normalising thereafter.
□ A three-month shutdown of
operations at Proyecto Riotinto.
□ A 50% increase in capital expenditure
on approved Riotinto development
and infrastructure projects over a
two-year period.
□ A 15% reduction in copper head
grade over two years, with recovery
assumed in the remaining period.
Each scenario was assessed against
the Group’s long-term financial model
to evaluate the impact on liquidity,
free cash flow generation, net cash
position and the ability to meet financial
obligations as they fall due.
In addition to the stand-alone
sensitivities, the Board considered
severe but plausible combined
downside scenarios incorporating
simultaneous reductions in copper
prices, cost inflation and operational
disruption. The interaction of multiple
adverse events was specifically assessed
to determine the extent to which
financial pressure could be amplified.
Under these stress scenarios, the Group
retains sufficient financial flexibility to
respond through management actions,
including deferral of discretionary
capital expenditure, optimisation
of stripping schedules, cost control
initiatives and working capital
management. The analysis indicates
that, even under combined downside
conditions, the Group is expected to
maintain adequate liquidity throughout
the five-year review period.
Environmental and
Infrastructure Integrity
The stability and safety of tailings
storage facilities are critically important
in the mining sector. Atalaya’s facilities
are designed using centreline
construction methods, subject to
continuous monitoring and regular
independent technical review.
In light of the robust design standards
and oversight in place, a catastrophic
tailings failure was not included
within the quantitative stress
testing. Nevertheless, environmental
stewardship and infrastructure integrity
remain areas of active Board oversight.
Directors’ Assessment
The downside sensitivity analyses
indicate that the Group would retain
sufficient liquidity and financial
flexibility to manage the adverse
scenarios considered over the five-year
review period.
Based on this assessment, and taking
into account the Group’s financial
position, operational resilience and
available mitigating actions, the Board
confirms that it has a reasonable
expectation that the Company will be
able to continue in operation and meet
its liabilities as they fall due over the
period to 31 December 2030.
While acknowledging that extreme
and unforeseeable external events
could materially affect this outlook, the
Board believes that the stress scenarios
applied are appropriately severe and
plausible, and that the Group remains
financially and operationally resilient.
ATALAYA MINING · ANNUAL REPORT 2025
31
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Operating Review
Units expressed in accordance
with the international system
of units (SI) Unit Q4 2025 Q4 2024 FY2025 FY2024
Ore mined tonnes 3,870,606 3,507,203 14,820,168 15,176,009
Waste mined (1) tonnes 9,237,191 10,200,079 43,000,248 32,824,156
Ore processed tonnes 4,140,621 3,757,040 16,630,699 15,913,064
Copper grade % 0.33 0.41 0.39 0.35
Copper concentrate grade % 17.39 17.37 17.15 18.33
Copper recovery % 83.87 78.15 78.84 83.06
Copper concentrate
produced
tonnes 66,402 69,550 298,108 252,165
Copper production tonnes 11,550 12,078 51,139 46,227
Payable copper
production
tonnes 10,886 11,382 48,158 43,706
Cash Cost $/lb payable 2.62 2.79 2.40 2.92
All-in Sustaining Cost $/lb payable 3.07 3.28 2.90 3.26
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 2025 Q4 2024 FY2025 FY2024
Mining 1.31 1.05 1.01 1.07
Processing 0.90 0.88 0.85 0.90
Other site operating costs 0.80 0.66 0.67 0.64
Total site operating costs 3.01 2.58 2.53 2.61
By-product credits (0.49) (0.34) (0.38) (0.27)
Freight, treatment charges
and other offsite costs
0.10 0.55 0.25 0.58
Net offsite costs (0.39) 0.21 (0.14) 0.30
Cash Cost 2.62 2.79 2.40 2.92
Cash Cost 2.62 2.79 2.40 2.92
Corporate costs 0.20 0.11 0.12 0.10
Sustaining capital (excluding
tailings expansion)
0.07 0.03 0.04 0.05
Capitalised stripping costs (1) 0.05 0.27 0.23 0.11
Other costs 0.13 0.09 0.11 0.09
AISC 3.07 3.28 2.90 3.26
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.
Proyecto Riotinto
The following table presents a summarised
statement of operations of Proyecto
Riotinto for the three- and 12-month
periods ended 31 December 2025 and 2024.
ATALAYA MINING · ANNUAL REPORT 2025
32
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Mining and Processing
Mining
Ore mined was 3.9 million tonnes in
Q4 2025 (Q4 2024: 3.5 million tonnes) and
14.8 million tonnes in FY2025
(FY2024: 15.2 million tonnes).
Waste mined at Cerro Colorado was
9.2 million tonnes in Q4 2025
(Q4 2024: 10.2 million tonnes) and
43.0 million tonnes in FY2025
(FY2024: 32.8 million tonnes). In addition,
waste stripping activities continued at the
San Dionisio area.
Production
Copper production was 11,550 tonnes
in Q4 2025
(Q4 2024: 12,078 tonnes) and
51,139 tonnes in FY2025 (FY2024:
46,227 tonnes), which achieved the higher
end of the Company’s FY2025 guidance
range of 49,000 to 52,000 tonnes. In
addition, silver contained in copper
concentrate was 1.2 million ounces in
FY2025 (FY2024: 1.1 million ounces).
On-site copper concentrate inventories
were
4,050 tonnes at 31 December 2025
(30 September 2025: 8,092 tonnes).
Copper contained in concentrates
sold was 11,823 tonnes in Q4 2025
(Q4 2024: 10,271 tonnes) and
53,487
tonnes in FY2025 (FY2024: 43,609
tonnes). Copper sales exceeded
production during FY2025 primarily due
to the drawdown of on-site concentrate
inventories during the year.
Processing
The plant processed ore of 4.1
million tonnes in Q4 2025 (Q4 2024:
3.8 million tonnes) and
16.6 million tonnes in FY2025
(FY2024: 15.9 million tonnes), which
represents a new annual throughput
record.
Copper grade was 0.33% in Q4 2025
(Q4 2024: 0.41%) and
0.39% in FY2025 (FY2024: 0.35%)
Copper recovery was 83.87% in Q4
2025 (Q4 2024: 78.15%) and
78.84% in FY2025 (FY2024:
83.06%).
ATALAYA MINING · ANNUAL REPORT 2025
33
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 as no longer achievable, the
Company will provide a further update.
Proyecto Riotinto operational guidance for 2026 is as follows:
Unit Guidance 2026
Ore mined million tonnes 15.5 – 16.0
Waste mined1 million tonnes 38 – 44
Ore processed million tonnes 15.5 – 16.0
Copper grade % 0.38 – 0.41
Copper recovery % 79 – 83
Copper production tonnes 50,000 – 54,000
Cash Costs $/lb payable $2.60 – 2.90
All-in Sustaining Cost $/lb payable $3.10 – 3.40
1. Represents the Cerro Colorado pit only. Waste guidance is 57 – 67 million tonnes when including the San
Dionisio pit.
Production
In late January and early February
2026, rainfall at Riotinto was unusually
high and resulted in difficult mining
conditions as well as reduced access
to certain areas in the Cerro Colorado
pit. As a result, the copper grade
processed in Q1 2026 to date has been
below planned levels.
Copper production guidance for
FY2026 continues to be 50,000
to 54,000 tonnes, with H2 2026
production to be approximately 10%
higher than H1 2026 production. In
addition, silver contained in copper
concentrate is expected to be 0.9 to 1.1
million ounces in FY2026.
Operating Costs
During FY2025, the prices of key
consumables and other costs were
stable. However, ongoing conflicts
including the recent events in Iran
could disrupt supply chains and
increase energy prices, which in
turn can impact the costs of certain
consumables. With respect to
electricity prices, Spain benefits from
a diversified energy mix including
significant contributions from solar,
wind, hydro and nuclear, while
Atalaya’s long-term PPA and solar
plant are expected to reduce the
impact of price volatility.
Cash Costs and AISC guidance
for FY2026 are as follows:
□ Cash Costs range of $2.60 – 2.90/lb
copper payable.
□ AISC range of $3.10 – 3.40/lb copper
payable
· Includes capitalised stripping
costs of ~$0.20/lb 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.
ATALAYA MINING · ANNUAL REPORT 2025
34
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Non-Sustaining Capital Investments
Item € million
San Dionisio waste stripping and road relocation €50 – 60
Proyecto Masa Valverde access ramp1 €10 – 18
Expansion of existing Riotinto tailings facility €10 – 14
Other investments €5 – 10
Total non-sustaining capital investments €75 – 102
1. Remains subject to final Board approval.
Additional investments, including
related to Proyecto Touro and the
Riotinto polymetallic circuit, could
be approved once key permitting
steps and engineering works are
completed, as described below.
Exploration and Other Project Expenses
Atalaya is focused on advancing its
copper growth projects in Spain in
order to capitalise on strong copper
market fundamentals. Development
of Atalaya’s project pipeline offers
the potential to increase production,
diversify the Company’s sources of
mined material, extend mine life and
reduce unit costs.
The Company plans to make the
following non-sustaining capital
investments in FY2026:
Atalaya continues to invest in
exploration across its key projects
and land packages in Spain, as well
as its earn-in agreements in Sweden.
In FY2026, exploration and other
project expenses is expected to be
€5 – 7 million. The primary focus
will be to upgrade and expand
resources at San Antonio, Proyecto
Masa Valverde and Proyecto Touro,
and test targets at Proyecto Ossa
Morena, Proyecto Riotinto East and
in Sweden.
ATALAYA MINING · ANNUAL REPORT 2025
35
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Financial Review
Income Statement
The following table presents a summarised consolidated income statement for the
three- and 12-month periods ended 31 December 2025 and 31 December 2024.
(Euro 000’s)
Three
months
ended 31
Dec 2025
Three
months
ended 31
Dec 2024
Twelve
months
ended 31
Dec 2025
Twelve
months
ended 31
Dec 2024
Revenues from operations 121,412 77,852 482,915 326,797
Cost of sales (72,524) (59,598) (287,998) (242,163)
Corporate expenses (3,778) (1,833) (10,472) (7,927)
Exploration expenses (3,454) (4,637) (8,426) (7,950)
Care and maintenance expenditure (245) 1,269 (291) (2,784)
Other income 3,036 (373) 4,028 383
EBITDA 41,447 12,680 179,756 66,356
Depreciation/amortisation (7,740) (10,625) (47,520) (43,565)
Net Impairment reversal
on Assets (1)
(21,418) 5,744 (21,418) 5,744
Net foreign exchange gain/(loss) (384) 2,532 (6,263) 3,090
Net finance income/(cost) 669 553 (2,292) (102)
Tax 1,877 4,038 (16,900) 1,037
Profit for the year 14,451 14,922 85,363 32,560
1. Includes impairment recognised in 2025 relating to the E-LIX project and the reversal of a prior impairment
in 2024 relating to Proyecto Touro. Refer to Notes 13 and 14, respectively.
Three months
financial review
Revenues for Q4 2025 amounted
to €121.4 million, up from €77.9
million in Q4 2024. The increase was
primarily due to higher concentrate
sales volumes, higher realised copper
price and lower TC/RC prices. Realised
copper prices, excluding QPs, were
US$5.10/lb in Q4 2025, compared with
US$4.10/lb in Q4 2024. Including QPs,
the realised price was approximately
US$4.85/lb.
Copper contained in concentrates
sold was 11,823 tonnes in Q4 2025 and
10,271 tonnes in Q4 2024.
Cost of sales for Q4 2025 totalled
€72.5 million, compared to €59.6
million in Q4 2024. The increase
was mainly due to a lower volume
of concentrate stock at the end of
the period and utilities costs. Cash
costs stood at US$2.62/lb payable
copper, down from US$2.79/lb in the
prior-year quarter, benefitting from
silver credits and lower offsite costs
despite lower copper payable. All-in
Sustaining Costs (AISC) for Q4 2025,
excluding investments in the tailings
dam, were US$3.07/lb payable copper,
compared with US$3.28/lb in Q4 2024.
The decrease was mainly due to lower
capitalised stripping costs.
Sustaining capex for Q4 2025
amounted to €1.8 million, compared
with €0.4 million in Q4 2024, primarily
related to plant processing system
improvements. Investment in the
tailings dam project during Q4 2025
was €4.3 million (€4.0 million in Q4
2024). Investments in the San Dionisio
area was €12.2 million. Capitalised
stripping costs for Cerro Colorado for
ATALAYA MINING · ANNUAL REPORT 2025
36
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Q4 2025 were €1.1 million, lower than
previous year (€6.2 million). The 50
MW solar plant construction capex
totalled €1.9 million in Q4 2025.
Corporate expenses for Q4 2025
totalled €3.8 million, compared
with €1.8 million in Q4 2024. 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 2025 were €3.4 million,
compared to €4.6 million in Q4 2024.
EBITDA for Q4 2025 amounted to €41.4
million, up from €12.7 million in Q4
2024. Depreciation and amortisation
is below €2.9 million from €7.7 million
due to the increase in Ore Reserves
that were incorporated during the
period. Net foreign exchange loss in Q4
2025 were €0.4 million, compared with
a gain of €2.5 million in Q4 2024. Net
financing income in Q4 2025 were a
positive €0.7 million, compared with a
positive of €0.6 million in the prior-year
quarter.
Twelve months financial
review
Revenues for FY2025 totalled €482.9
million, compared with €326.8 million
in FY2024. The increase was mainly
due to higher concentrate sales
volumes with higher realised price,
partially offset by lower concentrate
grades.
Copper concentrate production
for for FY2025 was 298,108 tonnes,
up from 252,165 tonnes in FY2024,
while sales totalled 316,282 tonnes, up
from 237,072 tonnes in the previous
year. Inventories of concentrates
at year-end stood at 4,050 tonnes,
compared with 21,815 tonnes at 31
December 2024. Copper contained in
concentrates sold was 53,487 tonnes in
FY2025 and 43,609 tonnes in FY2024.
Realised copper prices, excluding
QPs, averaged US$4.49/lb in FY2025,
compared with US$4.19/lb in FY2024.
The Company did not enter into any
hedging agreements during 2025.
Cost of sales for FY2025 amounted to
€288.0 million, up from €242.2 million
in 2024. The increase in costs was
mainly due to a negative impact from
a lower year-end copper concentrate
inventories and higher electricity costs.
Cash costs for FY2025 were US$2.40/lb
payable copper, down from US$2.92/lb
in 2024, mainly due to higher copper
production, higher silver by-product
credits and a reduction in offsite costs
levels. AISC, excluding investment in
the tailings dam, stood at US$2.90/lb
payable copper in FY2025, compared
to US$3.26/lb in FY2024, with the
decrease driven by lower on cash
costs and partially offset with higher
stripping costs capitalised.
Sustaining capex for the 12-month
period ended 31 December 2025
totalled €4.1 million, compared with
€4.0 million in FY2024, mainly for
plant processing system upgrades.
Investment in the tailings dam
expansion was €15.8 million,
compared with €14.8 million in 2024.
The 50 MW solar plant construction
capex amounted to €2.6 million in
FY2025, San Dionisio area was €25.3
million, capitalised stripping costs for
Cerro Colorado was €22.1 million while
investments in the E-LIX Phase I plant
totalled €0.2 million (€2.1 million in
2024).
Corporate expenses for FY2025
amounted to €10.5 million, up from
€7.9 million in FY2024 as the last year
was reflecting lower overhead costs.
Exploration expenses for the year
totalled €8.4 million, compared with
€7.9 million in 2024, main exploration
work carried out at Sweden Projects
and Proyecto Masa Valverde and
Riotinto.
EBITDA for FY2025 was €179.8 million,
up from €66.4 million in FY2024.
Depreciation and amortisation for
the year amounted to €47.5 million,
compared with €43.6 million in 2024.
Net impairment on assets for FY2025
amounted to €21.4 million, compared
with a net impairment reversal of €5.7
million in FY2024 related to Proyecto
Touro. The net foreign exchange loss
for FY2025 was €6.3 million, compared
with a gain of €3.1 million in FY2024.
Net finance costs for FY2025
amounted to negative €2.3 million,
compared with €0.1 million in FY2024.
Net impairment on assets for FY2025
amounted to €21.4 million, compared
with a net impairment reversal of
€5.7 million in FY2024 related to
Proyecto Touro. The 2025 impairment
primarily relates to the E-LIX project.
In addition, finance costs for the
year include an impairment loss of
€2.7 million recognised on loans
granted in connection with the E-LIX
project, reflecting management’s
reassessment of the recoverability of
these balances.
Profit after tax for FY2025 was
€85.4 million, up from €32.6 million
in FY2024. Tax expenses amounted
to €16.9 million, compared to €1.0
million in 2024. Earnings per share
for FY2025 was 60.8 cents, compared
with 22.6 cents in FY2024. Diluted EPS
was 58.3 cents, up from 21.8 cents in
the prior year.
ATALAYA MINING · ANNUAL REPORT 2025
37
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Financial Position
(Euro 000’s) 31 Dec 2025 31 Dec 2024
ASSETS
Non-current assets 550,436 531,306
Other current assets 72,066 91,400
Tax refundable 2,834 266
Cash and cash equivalents 166,306 52,878
Total Assets 791,642 675,850
Shareholders’ Equity 591,810 518,537
LIABILITIES
Non-current liabilities 52,448 57,497
Current liabilities 147,384 99,816
Total Liabilities 199,832 157,313
Total Equity and Liabilities 791,642 675,850
Assets
As of 31 December 2025, total assets
amounted to €791.6 million, up from
€675.9 million on 31 December 2024,
representing an increase of €115.8
million. This increase is mainly driven
by the growth in property, plant and
equipment, intangible assets, and cash
and cash equivalents, partially offset by
the reduction in inventories and trade
receivables. The increase in cash and
cash equivalents is primarily due to an
increase of concentrate sold and higher
copper price.
Non-current assets as of 31 December
2025 amounted to €550.4 million
compared to €531.3 million in 2024. This
includes property, plant, and equipment
of €447.7 million in 2025, increasing
from €409.0 million in 2024, intangible
assets of €74.9 million in 2025 compared
to €70.2 million in 2024, non-current
trade and other receivables amounting
to €1.1 million in 2025, down from €33.3
million in 2024, non-current financial
assets remaining stable at €1.1 million,
and deferred tax assets of €15.8 million,
increasing from €15.1 million in 2024.
Current assets as of 31 December 2025
amounted to €241.2 million, increasing
from €144.5 million in 2024. Within
this category, inventories decreased
significantly to €30.9 million from €49.2
million in 2024, while trade and other
receivables increased to €41.1 million
compared to €36.9 million in 2024. Tax
refundable increased to €2.9 million
from €0.3 million in 2024. Cash and
cash equivalents significantly increased
to €166.3 million, up from €52.9
million in 2024, mainly due to higher
production and concentrate sold. The
most notable change in current assets
was the substantial increase in cash
and cash equivalents, offset partially by
the decrease in inventories, reflecting a
lower level of concentrates in stockpile.
Liabilities
Non-current liabilities amounted to
€52.4 million, decreasing from €57.5
million in 2024. The most significant
component of non-current liabilities are
provisions, which stood at €28.8 million
in 2025, down from €29.3 million in
2024. In addition to the provision, non-
current liabilities included borrowings
of €5.7 million, a decrease from €10.9
million in 2024, lease liabilities of €3.8
million, up from €3.3 million in 2024,
and trade and other payables remaining
stable at €14.1 million, from €14.0 million
in 2024.
Current liabilities as of 31 December
2025 stood at €147.3 million, compared
to €99.8 million in 2024. This includes
borrowings of €38.6 million, a significant
increase from €6.9 million in 2024, trade
and other payables of €106.1 million, up
from €90.1 million in 2024, current tax
liabilities of €0.1 million, decreasing from
€1.4 million in 2024, current provisions of
€1.8 million, down from €0.9 million in
2024, and lease liabilities of €0.6 million,
which remained stable from €0.5
million in 2024.
Total liabilities increased to €199.8
million from €157.3 million in 2024,
mainly due to the increase in short-term
borrowings.
Total equity as of 31 December 2025
amounted to €591.8 million, up from
€518.5 million in 2024, reflecting an
increase of €73.2 million. Share capital
and share premium stood unchanged
from 2024 at €12.7 million and €321.9
million. Accumulated profit stood at
€166.1 million, up from €93.1 million
in 2024. Non-controlling interests
amounted to €1.9 million, compared to
€2.2 million in 2024.
Overall, total equity and liabilities as
of 31 December 2025 stood at €791.6
million, marking an increase from
€675.9 million in the previous year.
Results
The Group’s and Company´s
consolidated results are set out on
the Consolidated Statements of
Comprehensive Income.
ATALAYA MINING · ANNUAL REPORT 2025
38
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 2025 and 2024, and cash
flows for the 12 months ended 31
December 2025 and 2024.
(Euro 000’s) 31 Dec 2025 31 Dec 2024
Unrestricted cash and cash equivalents at Group level 146,505 43,184
Unrestricted cash and cash equivalents at Operation level 19,801 9,694
Consolidated cash and cash equivalents 166,306 52,878
Net cash position 121,960 35,091
Working capital surplus 93,822 44,728
Unrestricted cash and cash
equivalents as at 31 December 2025
increased to €166.3 million from €52.9
million at 31 December 2024. The
increase in cash balances is primarily
due to cash inflows during 2025,
mainly related to higher sales with
higher realised price. Cash balances
are unrestricted and include balances
at both the operational and corporate
levels. The net increase in cash and
cash equivalents for the year was
€113.4 million, compared to a decrease
of €68.1 million in 2024. This increase
was driven by higher concentrate sold
with better realised copper price and
the use of credit facilities short-term.
As of 31 December 2025, Atalaya
reported a working capital surplus
of €93.8 million, compared with a
working capital surplus of €44.7
million at 31 December 2024. The
increase in working capital surplus in
2025 was mainly driven by changes
in current liabilities and cash
balances. Cash increased significantly
compared to the previous year,
reflecting higher production and
lower inventories in spite of higher
investments in property, plant and
equipment, and intangible assets as
well as the repayment of borrowings
and payment of dividends. At 31
December 2025, trade and other
payables increased to €106.1 million,
up from €90.1 million in 2024, while
inventories also reduced to €30.9
million from €49.2 million in the prior
year. Trade and other receivables
increased to €41.1 million in 2025,
compared to €36.9 million in 2024.
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.
Liquidity Information
ATALAYA MINING · ANNUAL REPORT 2025
39
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
In the 12-month period ending 31
December 2025, cash and cash
equivalents experienced an increase
of €113.4 million. This increase resulted
from cash generated by operating
activities amounting to €192.5 million,
offset by cash used in investing activities
totalling €85.1 million and financing
inflows amounting to €13.4 million,
partially mitigated by a €7.4 million net
negative foreign exchange impact.
Cash generated from operating
activities before changes in working
capital reached €188.0 million,
compared with an EBITDA of
€179.8 million. Atalaya increased its
inventories by €17.3 million, while
trade and other receivables decreased
by €1.5 million, and trade and other
payables increased by €11.9 million.
The Company incurred corporate
tax payments totalling €21.0 million
during this period.
Investing activities for the year 2025
amounted to €85.1 million, primarily
directed towards capital expenditures
related to ongoing projects,
including plant improvements and
infrastructure developments.
Financing activities in 2025 totalled
positive €13.4 million, mainly driven
by the repayment of borrowings
amounting to €11.4 million, dividend
payments of €10.1 million, share options
expense of €2.5 million and lease
payments of €0.6 million, partially
offset by proceeds from the issuance
of share capital totalling €nil and new
borrowings of €37.9 million.
(Euro 000’s)
Three
months
ended 31
Dec 2025
Three
months
ended 31
Dec 2024
Twelve
months
ended 31
Dec 2025
Twelve
months
ended 31
Dec 2024
Cash flows from operating activities 72,477 11,101 192,483 53,403
Cash flows used in investing activities (23,305) (16,578) (85,070) (66,073)
Cash flows from financing activities 11,418 (19,168) 13,444 (57,261)
Net (decreased)/increase in
cash and cash equivalents
58,590 (24,645) 120,857 (69,931)
Net foreign exchange differences (6,094) 1,244 (7,429) 1,802
Total net cash flow for the period 52,496 (23,401) 113,428 (68,129)
Overview of the Group’s Cash Flows
Main stock market indicators 2025 2024
Shareholder remuneration (€/share) 0.10901 0.0637
Share price at end of period (£/share) 8.55 3.59
Period average share price (£/share) 4.97 3.78
Period high share price (£/share) 8.60 4.86
Period low share price (£/share) 3.02 3.09
Number of shares outstanding at the end of the period 140,759,043 140,759,043
Market capitalisation at the end of period (£ million) 1,203 505
Dividend yield (%) 1.11 1.5
1. Assumes the 2025 final dividend proposed by the Board of Directors is approved by shareholders at the
2026 AGM.
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
2024
In August 2024, the Company’s Board
of Directors declared a 2024 interim
dividend of US$0.04 (or €0.0362) per
ordinary share, which was paid on
19 September 2024. In March 2025,
the Board of Directors proposed a
2024 final dividend of US$0.03 (or
€0.0275) per ordinary share. The 2024
final dividend was approved by the
Company’s shareholders at its 2025
Annual General Meeting and paid on
24 June 2025 (Note 12).
Dividends related to fiscal year
2025
In August 2025, the Company’s Board
of Directors declared a 2025 interim
dividend of €0.044 per ordinary share,
which was paid on 10 October 2025.
A 2025 final dividend of €0.065 per
share has been proposed for approval
by shareholders at the 2026 Annual
General Meeting. This would result in
a total dividend in respect of 2025 of
€0.109 per share.
Our share price
Atalaya’s share price increased
materially during 2025, beginning the
year at £3.59 and ending the year at
£8.55, representing an increase of 138%.
The Group’s main stock market
indicators in 2025 and 2024 were as
follows:
ATALAYA MINING · ANNUAL REPORT 2025
40
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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
practice 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 2025 and at the
date of this report, the Company
held nil (2024: nil) ordinary shares as
treasury shares.
Foreign Exchange
In FY2025, Atalaya recognised
a foreign exchange loss of€6.3
million (FY2024 gain: €3.1 million).
The foreign exchange loss mainly
related to variances in EUR and USD
conversion rates during the period as
all sales are settled and occasionally
held in USD.
The following table summarises the
movement in key currencies versus
the EUR:
Three months
ended 31 Dec
2025
Three months
ended 31 Dec
2024
Twelve
months ended
31 Dec 2025
Twelve
months ended
31 Dec 2024
Average rates for the periods
GBP – EUR 0.87531 0,8324 0.8568 0.8587
USD – EUR 1.1634 1.0681 1.130 1.091
Spot rates as at
GBP – EUR 0.8726 0.8292 0.8726 0.8292
USD – EUR 1.175 1.039 1.175 1.039
During 2025 and 2024, Atalaya did not have any currency hedging agreements.
ATALAYA MINING · ANNUAL REPORT 2025
41
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 2025. 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 2025, IFRS as adopted by
the EU is fully aligned with the 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 2024 and 31 December
2025, as well as to evaluate the results
of operations for the 12-month periods
ended 31 December 2024 and 31
December 2025.
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
ATALAYA MINING · ANNUAL REPORT 2025
42
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 Costs 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 Costs per pound of
payable copper is consistent with the
widely accepted industry standard
established by Wood Mackenzie and is
also known as the cash costs.
AISC per pound of payable copper
includes the Cash Costs 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.
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 2025
(Note 3.3).
ATALAYA MINING · ANNUAL REPORT 2025
43
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 12 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 2025.
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 2025, with
combined cash and cash equivalents
of €166.3 million. Total borrowings
were €44.3 million, resulting in a net
cash position of €122.0 million. Of the
total borrowings, €38.6 million are
repayable within one year, and €5.7
million are repayable between one to
five years.
When assessing the going concern
status of the Group, the Directors
have considered various factors,
impacting 2026 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:
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.
ATALAYA MINING · ANNUAL REPORT 2025
44
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 2025. 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.
Corporate Developments
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.
Indexation
Atalaya became a constituent of the
FTSE 250 Index with effect from 7 May
2025. This milestone is expected to
enhance the Company’s visibility to
institutional investors.
ATALAYA MINING · ANNUAL REPORT 2025
45
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Sustainability Approach
Atala yaremains
committed to
responsible mining
and sustainable
development,
integrating ESG into
its strategy and day-
to-day operations.
The Company recognises that long-
term value creation depends not
only on operational performance
but also on responsible resource
management, strong relationships
with local communities and robust
governance practices.
In 2025, Atalaya continued to
strengthen its sustainability
framework while progressing in
key areas such as water efficiency,
safety culture, environmental
management and community
engagement. The Company also
continued preparing its reporting
processes for future regulatory
developments, including alignment
with European sustainability
reporting requirements.
Proyecto Riotinto operated a
closed water cycle with zero
water discharge and continued to
increase the use of recycled water
in the ore treatment process.
Surface water withdrawal
represented 4.06 million m³ in
2025, reflecting the Company’s
continued efforts to reduce
dependence on external water
sources through increased use of
recycled water and treated mine
water.
Water efficiency initiatives
continued to improve operational
water management, with
recycled water accounting for
the majority of the water used in
processing operations.
Key environmental highlights in 2025 include:
Environmental
restoration activities
continued at brownfield
mining sites inherited
from previous mining
operations, contributing
to the recovery of
ecosystems affected by
historical mining activity.
Biodiversity and
environmental
monitoring programmes
remained in place to
ensure responsible land
and habitat management
across the Company’s
operational areas.
Environmental Stewardship
Environmental protection and responsible resource management remain central to Atalaya’s sustainability strategy. The
Company focuses on improving water efficiency, reducing emissions, promoting circular use of resources and restoring
areas impacted by historical mining activity.
Looking ahead, Atalaya will continue
to prioritise improvements in water
stewardship, energy efficiency and
emissions management, while
maintaining high environmental
standards across its operations.
ATALAYA MINING · ANNUAL REPORT 2025
46
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Social Responsibility Governance and Compliance
Atalaya aims to generate a positive social impact by promoting
a safe and inclusive workplace and contributing to the
development of the communities where it operates.
In 2025, the Company continued to prioritise occupational health
and safety, workforce development and community engagement.
Strong governance structures underpin
Atalaya’s sustainability strategy. The Company
maintains clear oversight mechanisms to
ensure responsible management of ESG risks
and transparency in its reporting practices.
During 2025, Atalaya continued progressing
towards enhanced sustainability reporting
and governance frameworks, including
ongoing work to align with evolving European
sustainability reporting requirements.
The Company also continued implementing
international best practices across its
operations, including work towards alignment
with the Global Industry Standard on Tailings
Management.
Governance priorities remain focused on
strengthening internal ESG risk management,
maintaining transparency in reporting and
ensuring that sustainability considerations are
embedded in strategic decision-making.
Innovation and Technology
Innovation and technology play an important
role in improving operational efficiency, safety
and environmental performance.
In 2025, Atalaya continued advancing
research and development initiatives aimed
at improving processing efficiency and
reducing environmental impact. These
included studies on the processing of
complex polymetallic ores and ongoing
improvements in operational technologies.
The Company also continued strengthening
its digital infrastructure and cybersecurity
systems while progressing with the migration
of its ERP systems to cloud-based platforms.
Outlook
Atalaya remains focused on further
strengthening its sustainability performance
while supporting responsible mining and
long-term value creation.
Looking ahead, the Company will continue
working on improving environmental
performance, reinforcing safety culture,
enhancing community engagement and
integrating sustainability considerations into
strategic decision-making.
Through these initiatives, Atalaya aims
to contribute to sustainable regional
development while maintaining responsible
and efficient mining operations.
Atalaya will continue strengthening its safety performance,
supporting workforce diversity and maintaining strong
relationships with local communities through targeted social
investment programmes.
Continued
implementation of
initiatives aimed at
strengthening the
Company’s safety
culture, including the
“Zero Harm” programme
and enhanced worker
participation in risk
awareness initiatives.
The LTIFR for employees
and contractors
combined was 4.80 in
2025.
Approximately 68% of the
workforce at Proyecto
Riotinto comes from
the local area, reflecting
Atalaya’s commitment
to local employment
and regional economic
development.
The Company invested
€0.8 million in local
communities through
initiatives supporting
education, social
programmes and
regional development.
Key social highlights in 2025 include:
ATALAYA MINING · ANNUAL REPORT 2025
47
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 our disclosures
are aligned with the TCFD
recommendations. To provide
a comprehensive assessment
of climate-related risks and
opportunities, we publish our full
TCFD disclosures in a dedicated
Climate Change Report available on
our website at www.atalayamining.com.
The Climate Change Report provides
a detailed description of the Group’s
climate governance framework,
strategy, risk management
processes, and climate-related
metrics and targets. Presenting this
information in a standalone report
allows us to provide stakeholders
with a more focused and detailed
analysis of our approach to climate
risk management and transition
planning.
Disclosure Description
Climate Change
Report section
Govenance
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.
Governance;
(Governance
Structure)
Management’s role
Our sustainability/ESG management is responsible for executing all initiatives related to
climate change, especially in terms of climate-related risks and opportunities.
Governance
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.
Strategy; Climate
Risk Management
Impact on Atalaya
Several physical and transition risks with a moderate to high impact on
Atalaya’s business have influenced strategy and financial planning.
Strategy
Resilience
Different scenarios have been used to assess risks and opportunities, considering
global temperature increases of less and more than 2ºC. Two different time horizons
were used for the analysis: medium-term (2030) and long-term (2050).
Strategy/Climate
Risk Management
Risk Management
Risk identification
and assessment
The risk assessment considers nine hazards in identifying physical risks. In identifying
transition risks, the TCFD transition categories were considered.
Climate Risk
Management
Risk management
Mitigation measures have been established for the climate-related risks identified
as material, and these are consistently monitored to control impacts.
Climate Risk
Management
Integration of risk
management
The management team assesses and manages 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.
Climate Risk
Management
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.
Climate Change
Targets and Metrics
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 the GHG Protocol.
Climate Change
Targets and Metrics
Climate-related
targets
Atalaya has established greenhouse gas emission reduction targets for Proyecto Riotinto relative
to the 2022 baseline, which were updated in 2025 as part of the Group’s climate strategy.
Climate Change
Targets and Metrics
The sections of the Climate Change Report where the relevant TCFD disclosures can be found are summarised below:
ATALAYA MINING · ANNUAL REPORT 2025
48
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
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 2025, 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.
ATALAYA MINING · ANNUAL REPORT 2025
49
Strategic Report
Performance Highlights
Company Overview
Our Purpose
Atalaya at a Glance
Letter from the Chair
Letter from the Chief
Executive Officer
Strategic Framework
Copper Market
Overview
Key Performance
Indicators
Asset Portfolio
Risk Management and
principal risk factors
Viability statement
Operating Review
Financial Review
Sustainability Approach
Task Force on Climate-
related Financial
Disclosures (TCFD)
Reporting
Non-Financial
Information Statement
Governance
Financial Statements
Additional Information
Governance
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
ATALAYA MINING · ANNUAL REPORT 2025
50
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 an
independent environmental and social adviser to the mining industry. She
has held roles with a range of UK-linked mining companies, including Cornish
Lithium and Adriatic Metals, has worked for the International Finance Corporation
(IFC), and has participated in many due diligence projects for mining assets as
part of a multidisciplinary team. Prior to 2010, she 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.
□ Independent Director of TSX-listed Orezone Gold Corporation.
Committee membership: SC (Chair) ~ NGC ~ RC
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
Board of Directors
NEIL GREGSON
Chair
KATE HARCOURT
Senior Independent Director
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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 40 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 EMC Gold Corporation (fka Black
Dragon Gold Corp).
□ Non-Executive Director of ASX-listed Predictive Discovery Limited.
Committee membership: n/a
ALBERTO LAVANDEIRA
Managing Director and
Chief Executive Officer
MIKE ARMITAGE
Non-executive Director
Board Independence:
Independent
Appointed:
19 January 2026
Key skills: Exploration, Geology, Resource Estimation, Leadership.
Education and qualifications:
□ BSc (Hons) in Mineral Exploitation from the University of Cardiff.
□ PhD in Mineral Resource Estimation from the University of Bristol.
□ Chartered Geologist and Fellow of the Geological Society.
□ Chartered Engineer.
□ Member of the Institute of Materials, Minerals and Mining (IOM2).
Previous experience: Dr. Armitage has four decades of experience in the mining
industry. After spending his early career working underground as a geologist in
South Africa, in 1991 Dr. Armitage joined SRK Consulting where he held varied
roles. In addition to his technical work at SRK, producing resource estimates and
managing feasibility and due diligence studies, his roles have included Managing
Director and Chairman of SRK’s UK practice and Chairman of SRK’s Russia
and Kazakhstan practices as well as SRK Exploration. He also spent six years as
Chairman of SRK Global. Dr. Armitage is also Managing Director of the Welsh gold
exploration company, Sarn Helen Gold Ltd.
Current external appointments:
□ Non-Executive Director of AIM-quoted Central Asia Metals Plc.
□ Non-Executive Director of AIM-quoted Tertiary Minerals plc.
Committee membership: AC, PRC
ATALAYA MINING · ANNUAL REPORT 2025
52
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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.
Committee membership: n/a
Board Independence:
Independent
Appointed:
24 June 2025
Key skills: Mining, operations, processing, exploration, leadership, strategic,
accounting, financing project management, permitting.
Education and qualifications:
□ BEng Mining Engineering from the University of Pretoria.
Previous experience: Mr. Faul has over 30 years of mining industry experience
as a qualified mining engineer and senior manager. He has led operational,
project, and ESG functions across five continents, covering various mine categories
and processes. Hennie was previously employed by Anglo American, joining the
business in 2004 and holding senior engineering roles, and later became group
head of mining. From August 2013, until July 2019, Hennie was CEO of Anglo
American’s Copper Business, overseeing operations in Chile and Peru.
Current external appointments:
□ Independent Non-Executive Director of JSE-listed Valterra Platinum Limited.
□ Independent Non-Executive Director of LSE-listed ACG Metals Limited.
□ Independent Non-Executive Director of JSE-listed Master Drilling Group
Limited.
Committee membership: PRC (Chair) ~ AC ~ RC
HENNIE FAUL
Non-executive Director
JESÚS FERNÁNDEZ
Non-executive Director
ATALAYA MINING · ANNUAL REPORT 2025
53
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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. In
the energy sector, she was a senior executive at OMIE, the Iberian electricity market
operator. 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., an IBEX 35-listed airport operator.
Committee membership: RC (Chair) ~ NGC ~ SC
CORISEO GONZÁLEZ-IZQUIERDO
Non-executive Director
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.
Education and 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 served as Vice President, Head
of M&A at ArcelorMittal Mining and was a member of its Mining Executive Team
where she was responsible for global M&A, including acquisitions, divestments,
and joint ventures, as well as portfolio company management and restructuring,
government relations and corporate 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
ATALAYA MINING · ANNUAL REPORT 2025
54
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Appointed:
7 July 2016
Key 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
Previous 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.
Appointed:
14 April 2014
Skills and experience: see Board of Directors.
Senior Management
ALBERTO LAVANDEIRA
Managing Director and Chief
Executive Officer
CÉSAR SÁNCHEZ
Chief Financial Officer
ATALAYA MINING · ANNUAL REPORT 2025
55
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Governance Introduction
Introductory letter from Company Chair
Dear Shareholder,
On behalf of the Board, I am pleased to
introduce the Governance Report for
the year ended 31 December 2025, the
Company’s first full year of reporting
following its re-domiciliation from
Cyprus to Spain and its transition into
the FTSE 250. The Board recognises
that strong, transparent and effective
governance is essential to delivering
our strategy of growing into a multi-
asset copper producer through
sustainable, scalable and low-risk
operations that create long-term
value for shareholders and wider
stakeholders alike.
During 2025, the Board continued
to strengthen the Company’s
governance framework in line with
the updated 2024 UK Corporate
Governance Code (the “Code”). We
have carefully considered how best
to apply the Code in the Company’s
specific context as a Spanish-
registered, UK Main Market listed
issuer, and this report explains
both how we have applied its
principles. The Directors consider
that the Company complied with the
provisions of the Code throughout
2025, with the exceptions explained
in this report, and we expect to have
complied with all but one provision by
the end of 2027.
The re-domiciliation to Spain and
the Company’s inclusion in the
FTSE 250 Index have brought
increased visibility, scrutiny and
responsibility. In response, the Board
has focused on ensuring that its
composition, skills and committee
structure remain appropriate for the
Company’s scale, complexity and risk
profile, including the appointment
of new independent Non-Executive
Directors and the continued
evolution of the Nomination and
Governance, Audit, Remuneration,
Physical Risk and Sustainability
Committees. We have also taken
steps to clarify and embed the
division of responsibilities between
the various Board committees,
supported by updated terms of
reference and a refreshed schedule
of matters reserved to the Board.
Culture and stakeholder engagement
remain central to the Board’s work.
The Board has continued to promote
a culture grounded in transparency,
integrity and responsible business
practices, with particular emphasis
on safety, and to strengthen
mechanisms for engaging with the
workforce, shareholders, regulators,
local communities and other key
stakeholders.
Over the year, the Board has devoted
significant time to strategic oversight,
capital allocation, risk management
and internal controls, including
preparation for the enhanced
requirements of Code Provision
29 and evolving EU sustainability
reporting obligations. This has
included monitoring progress
against our strategic objectives,
reviewing major capital projects
and overseeing the development
of our sustainability strategy, risk
management framework and internal
control systems, so that they remain
proportionate to the nature, scale
and complexity of the business. We
have also undertaken an externally-
facilitated Board evaluation to identify
strengths and areas for further
improvement in our effectiveness,
with actions agreed and progress to
be monitored during 2026.
This report describes in more
detail how the Board has led the
Company, how we have engaged
with stakeholders and how our
governance structures, processes
and behaviours support the long-
term success and sustainability of
your Company. I hope you find this
Governance Report informative and
that it provides clear insight into
how the Board has discharged its
responsibilities during 2025 and the
priorities we have set for the year
ahead.
Yours sincerely
NEIL GREGSON
Chair
18 March 2026
ATALAYA MINING · ANNUAL REPORT 2025
56
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
UK Corporate Governance Code
Context
The Company is registered in
Spain (having completed its re-
domiciliation from Cyprus on 9
January 2025). All of its shares are
admitted to the Equity Shares
(Commercial Companies) Category
of the Official List of the Financial
Conduct Authority (the "FCA") and to
trading on the main market for listed
securities ("Main Market") of London
Stock Exchange plc (the "LSE"). The
Company has been a constituent of
the FTSE 250 Index since 7 May 2025.
The Company’s shares are not listed
on any other regulated market nor
are they admitted to trading on any
other venue.
The Company has chosen to apply
the UK Corporate Governance Code
(the “Code”). The updated Code,
published by the UK Financial
Reporting Council (the “FRC”) in
January 2024, began applying to the
Company from 1 January 2025. The
updated Code can be found on the
FRC’s website at www.frc.org.uk.
Provision 29 of the 2024 edition of
the Code applies to the Company
for the financial year commencing 1
January 2026. For 2025, the Company
complied with Provision 29 of the
2018 edition of the Code.
Compliance statement
The Directors consider that the
Company has applied the principles
and complied with the provisions of
the Code throughout 2025 except for
the following provisions:
Code Provision Comment
Explanation
for deviation
15
Executive Director
significant appointments
The Chief Executive Officer
holds more than one.
Page 66
36
Share award vesting
and holding periods
The “transitional” award of share
options made on 9 July 2025 did
not have a vesting and holding
period of at least five years.
Page 97
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Board Leadership and Company Purpose
Purpose, strategy, and business model
The Board is committed to promoting the
Company’s objective to grow into a multi-asset
copper producer through the development of
sustainable, scalable and low-risk operations,
underpinned by a clear focus on long-term value
creation for shareholders and wider stakeholders.
In support of this, the Board
has set and regularly reviews
strategic objectives aligned with
the Company’s purpose, receiving
frequent updates from management
on progress, performance and capital
allocation.
In fulfilling its responsibilities, the
Board has assessed the Company’s
business model, with particular
attention to how value is generated
and preserved over time, and
how the model remains resilient
in the face of evolving market
conditions, regulatory developments,
technological change and
stakeholder expectations.
The Board has put in place robust
risk management and internal
control frameworks to identify, assess
and mitigate key risks while enabling
the Company to pursue strategic
opportunities.
The sustainability of the Company’s
business model is anchored in its
commitment to producing copper
in a way that delivers benefits to
the regions in which it operates,
without compromising the ability
of future generations to meet their
own needs, through a sustainability
strategy focused both on supplying
essential raw materials for economic
growth and the energy transition
and on conducting responsible
mining that positively impacts local
communities, the environment and
all stakeholders.
Strong governance remains central
to the effective delivery of this
strategy, with the Board overseeing
initiatives that enhance operational
efficiency, support constructive
shareholder engagement and
reinforce the creation of long-term,
sustainable value.
ATALAYA MINING · ANNUAL REPORT 2025
58
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Values and culture
The Board promotes a culture
grounded in transparency, integrity
and responsible business practices,
reflecting Atalaya’s commitment to
ethical conduct and accountability
at all levels of the organisation.
This includes a safety-first culture
that encourages ownership
and prevention, supported by
open dialogue and individual
responsibility. Employees and
contractors are expected to uphold
a culture of care, particularly
with respect to health, safety and
wellbeing.
Monitoring
The Board monitors the
development of the desired culture
through formal reporting, site
visits and committee oversight.
The Physical Risk Committee,
for example, received three
presentations on safety culture
during the year and undertook
two visits to the Company’s
Riotinto operating mine, where
it emphasised that supervisors’
proactive identification of non-
compliance reflected care and
reinforced cultural expectations.
In the first quarter of 2025, Atalaya
conducted an anonymous survey
across all departments and principal
contractors, inviting participants
to suggest improvements to mine
safety and identify personal actions
to enhance safety. Participation
reached 98%, with individuals
reviewing and evaluating colleagues’
responses to reinforce collective
learning and accountability.
Workforce ability to
raise concerns
The Audit Committee is responsible
for reviewing the adequacy
and security of the Company’s
arrangements for employees to
raise concerns in confidence or
anonymously, ensuring that the
workforce can speak up freely and
that the Company continues to
operate in line with its stated values.
Conflicts of interest
Directors are also required to
disclose any actual or potential
conflicts of interest in writing and to
declare such matters at the outset
of each Board meeting, reinforcing
transparency and integrity in
decision-making.
ATALAYA MINING · ANNUAL REPORT 2025
59
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Stakeholder engagement
The Board recognises the
importance of effective engagement
with its shareholders, workforce and
other 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.
Shareholder engagement
During the year, the Company
maintained an active and open
programme of engagement with its
shareholders to support transparent
dialogue on governance, strategy
and performance.
The Chair remained available
to engage directly with major
shareholders on matters relating
to governance and the Company’s
performance against its strategic
objectives.
The Chief Executive Officer,
supported by the Chief Financial
Officer and the Head of Investor
Relations, held dedicated investor
meetings during the year and
communicated investor feedback
and perspectives to the wider Board.
The Company hosted conference
calls via the Investor Meet
Company platform following the
announcement of its full year, half
year and quarterly financial results,
as well as after each quarterly
operations update.
In addition, management engaged
with investors through attendance
at key industry events, including the
BMO Global Metals, Mining & Critical
Minerals Conference, the Canaccord
Genuity Global Mining & Metals
Conference and LME Week.
Annual General Shareholder
Meeting
Shareholders were also provided
with the opportunity to participate
in the Company’s Annual General
Shareholder Meeting (“AGM”) either
in person or remotely.
All resolutions that were put to
the AGM were successfully passed
with the requisite majority of votes,
although four resolutions received
less than 80% shareholder support
(with one resolution having been
withdrawn prior to the AGM due to
lack of shareholder support):
□ The resolution regarding the
re-election of a Non-Executive
Director (resolution 5a): The Board
was aware that the votes against
were as a result of concerns about
Board meeting attendance.
□ The three resolutions regarding
Directors’ remuneration (i.e., the
consultative vote on the Annual
Report on Directors’ remuneration
(resolution 6), the ratification of
the current long-term incentive
plan (the “LTIP”) and approval of
the allotment of shares to satisfy
awards made under the Plan
during the 2025 financial year
(resolution 8) and the approval of
the “transitional share award” to
the Managing Director (resolution
9)): The reasons for the voting
outcomes had been extensively
discussed with major shareholders
and shareholder representative
bodies during an engagement
exercise conducted in the final
quarter of 2024.
Following the AGM the Chair and
the Chair of the Remuneration
Committee re-engaged with
those shareholders who had
participated in the Company’s
previous engagement exercise to
ascertain whether they were of
the view that further consultation
would be beneficial. No shareholder
responded indicating that they
wished to have further consultation.
With the legacy remuneration
issues now behind the Company,
and with future incentive awards
being operated in line with the
new Directors’ Remuneration
Policy, which received 96.35%
shareholder support at the 2025
AGM, the Board anticipates an
increase in shareholder support for
remuneration-related resolutions at
future AGMs.
Notwithstanding that all resolutions
were duly passed; the Company
was disappointed to note that only
43.39% of the Company’s share capital
was voted at the AGM. This was
significantly less than the each of the
previous five years where between
82.44% and 66.76% of the Company’s
then share capital was voted at the
AGM. The Company has looked into
the possible reasons for this.
Since completion of the migration
of the Company from Cyprus
to Spain on 9 January 2025, the
Company’s ordinary shares have
been represented by CREST
depositary interests (CDIs). This
ATALAYA MINING · ANNUAL REPORT 2025
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Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
enables Atalaya’s shares to be traded
and settled electronically within the
UK’s CREST system as if they were
UK domestic securities. When a CDI
holder wishes to exercise voting
or other corporate action rights,
instructions must be submitted to
their nominated CREST member,
transmitted through CREST to
the depositary, relayed to the
Spanish custodian and local market
infrastructure, and ultimately
lodged with the Company’s agent
in Spain. As this multi-layered
chain of custody operated with
internal deadlines in advance of the
Company’s formal voting cut-off, it
would appear that in some cases
voting instructions did not arrive in
sufficient time to be recorded before
voting closed.
In future, underlying CDI owners are
urged to submit voting instructions
as early as possible to ensure
sufficient time for processing and
onward transmission so that votes
can be received and recorded
before voting closes. Similarly,
underlying CDI owners wishing to
attend shareholder meetings should
contact their nominated CREST
member to ensure that the requisite
authorisation is issued in sufficient
time for onward transmission up the
chain of custodians.
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 year, the Board
considered which approach to
workforce engagement was best
suited to the Company’s specific
circumstances and culture. The
Board concluded that the most
appropriate mechanism to ensure
that the views and interests of
the workforce were effectively
represented in the Board’s decision-
making was to designate a Non-
Executive Director responsible for
workforce engagement. Given that
the mother tongue of more than
99% of the Company’s workforce is
Spanish, the Board concluded that
it would be appropriate to designate
a fluent Spanish speaker in this
role. The Board therefore decided
to designate Coriseo González-
Izquierdo as the non-executive
Director responsible for workforce
engagement. Her former senior
executive roles involving people skills
render her well-placed to undertake
this role. Since her appointment to
this role on 23 June 2025, Ms. Coriseo
González-Izquierdo has been to the
Company’s Riotinto mine site office
where she had a meeting with the
Director of Human Resources to
discuss the most effective way to
engage with the workforce and was
introduced to key managers and
other staff members.
Other stakeholders
In furtherance of the Board’s
desire to achieve the Company’s
strategic goals in a sustainable
manner, the receives regular
updates to ensure it maintains a
clear understanding of the views
and interests of the Company’s
wider stakeholder groups. Insights
relating to local communities
and social impact matters are
provided through reports from the
Board’s Sustainability Committee,
which monitors community
engagement and related initiatives.
Developments concerning
government and regulatory
stakeholders are communicated
by the Chief Executive Officer and
form part of the Board’s regular risk
management updates. Supplier-
related matters are reported
by the Chief Financial Officer,
including insights arising from
procurement activities and supply
chain management, and are further
supported by updates within the
risk management process. Customer
perspectives and market dynamics
are provided to the Board by the
Chief Financial Officer, who oversees
the commercial, logistics and sales
functions, enabling the Board to
remain informed of customer needs,
commercial performance and
market conditions.
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Duty to promote
the success of the
Company
Board activities in 2025
The Company is registered in Spain and is
therefore not subject to the Directors’ duty
in section 172 of the UK Companies Act 2006.
Instead, the Board’s duties are governed by the
Spanish “Ley de Sociedades de Capital” (the
“Spanish Companies Act”), which requires
Directors to act with the diligence of an
“orderly businessman” (ordenado empresario)
and to discharge a strict duty of loyalty in the
best interests of the Company and its social
interest (interés social), which under Spanish
law is understood as the common interest of
the shareholders. In fulfilling these Spanish
law duties, it is commonly accepted that
Spanish listed companies especially take into
account the long-term sustainability of the
Company, the protection of shareholders and
creditors and the avoidance of decisions that
unduly favour particular groups. This means in
practice that, when taking decisions, the Board
has regard to factors that are substantively
similar to those listed in section 172,
including the likely long-term consequences
of decisions, the interests of employees,
relationships with customers and suppliers,
the impact of the Company’s operations
on the environment and communities, the
desirability of maintaining a reputation for
high standards of business conduct and the
need to act fairly as between shareholders.
Areas reviewed or actioned in 2025 Outcome
Corporate
Board succession
Three new independent Non-Executive Directors joined, one
each in January and June 2025 and another in January 2026.
Strategy
Project opportunities Some potential project opportunities have been considered by the Board.
Financial matters
2025 budget Approved.
2024 financial statements
and Annual Report
Approved for recommendation to shareholders.
2024 Final and 2025 interim dividends
2024 final dividend approved for recommendation to
shareholders and 2025 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
Solar power plant
Road deviation
San Dionisio open-pit
E-LIX phase I
Governance
Risk management processes
and internal control system
Reviewed in anticipation of introduction of Code Provision 29.
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
An external review was commissioned. Concluded that the Board
continued to perform effectively with areas for improvement identified.
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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 and
Governance Committee Remuneration Committee Audit Committee Physical Risk Committee Sustainability Committee
Chair Neil Gregson Coriseo González-Izquierdo Carole Whittall Hennie Faul Kate Harcourt
Membership The Chair and two Independent
Non-Executive Directors
Three Independent
Non-Executive Directors
and the Chair
Three Independent Non-
Executive Directors
Two Independent Non-
executive Directors
and the Chair
Three Independent Non-
executive Directors
Primary
responsibility
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 independence
and performance of
the external auditor
Oversees safety, health,
environment and security
matters, and enterprise-wide
physical risk management
of the Company
Oversees the strategy
and activities related to
sustainable development
and social responsibility
Further
information
Page 68 Page 91 Page 77 Page 85 Page 87
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.
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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:
Name Role Independence
Neil Gregson Non-executive Chair
Independent on
appointment
Kate Harcourt
Senior Independent
Director
Independent
Alberto Lavandeira Chief Executive Officer Not independent
Mike Armitage Non-executive Director Independent
Hennie Faul Non-executive Director Independent
Jesús Fernández Non-executive Director Not independent
Coriseo
González-Izquierdo
Non-executive Director Independent
Carole Whittall Non-executive Director Independent
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/sustainability/good-governance.
Chair
Neil Gregson was independent
on appointment as Chair on 1 July
2024 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 whole
plays a full and constructive part in
the development and determination
of the Group’s strategy and overall
commercial objectives.
□ Being the guardian of the Board’s
decision-making processes.
Senior Independent Director
Kate Harcourt has served as Senior
Independent Director since 1 July 2024
and her key responsibilities in that role
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.
□ 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. His
key responsibilities include:
□ The running of the Group’s
business.
□ Proposing and developing the
Group’s strategy and overall
commercial objectives.
□ 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.
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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 Board considers that all Non-
Executive Directors, other than Jesús
Fernández, are independent.
Mr. 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 Mr.
Fernández to be independent.
However, he adds valuable insight
as he can provide an investor
perspective to the management team
and challenge them accordingly.
Board and committee meeting
attendance in 2025
There were 13 Board meetings held during the year and a further 29
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 5 8 8 3 5
H. Barma
1
6 (6) 2 (2) 6 (6) 3 (3)
H. Faul
2
6 (6) 3 (3) 1 (1)
J. Fernández
3
8 (13) 1 (2)
C. González-Izquierdo
4
13 (13) 2 (2) 2 (2) 2 (2)
N. Gregson 13 (13) 8 (8) 8 (8) 3 (3)
K. Harcourt 13 (13) 8 (8) 8 (8) 5 (5)
A. Lavandeira 13 (13)
S. Scott 13 (13) 5 (5) 8 (8) 8 (8) 3 (3)
C. Whittall 13 (13) 5 (5) 5 (5)
1. Dr. Barma retired from the Board on 24 June 2025.
2. Mr. Faul joined the Board and its Audit Committee on 24 June 2025.
3. Mr. Fernández retired from the Physical Risk Committee on 24 June 2025.
4. Ms. González-Izquierdo joined the Remuneration Committee as its Chair on 24 June 2025. On
the same date she joined the Sustainability Committee and retired from the Physical Risk
Committee.
Time commitment
Non-Executive Directors are expected
to devote sufficient time to discharge
their fiduciary and governance
duties effectively and to contribute
fully to the work of the Board and its
committees. In addition to scheduled
Board and committee meetings, this
includes time for reviewing Board and
committee papers and other relevant
materials in advance of meetings,
participating in strategy sessions and
training as appropriate, engaging
with key stakeholders where required,
and remaining available to provide
advice and support to management
between meetings.
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
External commitments
Details of Directors’ external
commitments are contained within
their individual biographies on
page 51. Non-executive Directors are
required to seek the agreement of
the Chair before accepting additional
commitments that might impact
the ability The Nomination and
Governance Committee considers
annually each Director’s external
commitments and the impact on the
ability of each to devote sufficient
time to the Company’s affairs.
When considering the
appointments of Coriseo González-
Izquierdo and Hennie Faul during
the year, the Board considered the
demands on their time of their other
significant roles. 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. 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.
□ 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.
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Information and support for Directors
Company Secretary and
Deputy Company Secretary
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. On 9 September
2025 Ms. Claudia Rosales was
appointed by the Board as Deputy
Company Secretary following her
predecessor’s resignation effective on
the same date.
The appointment and removal of
the Company Secretary and Deputy
Company Secretary 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 an 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 advisers. 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, Coriseo
González-Izquierdo and Hennie Faul
were given comprehensive induction
programmes 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.
In addition, in anticipation of her
taking over as Chair of the Board’s
Remuneration Committee upon
the resignation of Hussein Barma,
Ms. González-Izquierdo was given a
thorough induction to the work of that
committee.
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 executive remuneration and
artificial intelligence.
During the year ERM delivered
training on the current status of
the implementation of the EU
Corporate Sustainability Reporting
Directive (CSRD) and the European
Sustainability Reporting Standards
(ESRS). In addition, Canaccord
Genuity Limited delivered training
on the continuing obligations as
a Director of a UK Main Market
listed company and gave the Board
a market perspective overview.
Linklaters LLP (London) and
Linklaters S.L.P. (Madrid) also provided
regulatory 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.
ATALAYA MINING · ANNUAL REPORT 2025
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Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Composition, Succession and Evaluation
Nomination and Governance Committee
Committee membership and
attendance at meetings during 2025
Attendance in 2025 Member since:
N. Gregson (Chair) 8 (8) 29 November 2022
K. Harcourt 8 (8) 29 November 2022
S. Scott 8 (8) 29 November 2022
Stephen Scott retired as a member of the Committee on 31 December 2025.
Coriseo González-Izquierdo, an independent Non-Executive Director, joined the Committee 19
January 2026.
There was an 18-day period between the resignation of Mr. Scott on 31 December 2025 and Ms.
González-Izquierdo joining the Committee on 19 January 2026 during which the Committee’s
composition did not fulfil the requirements of Code provision 17. However, during that short period
of time the Committee did not meet.
Committee composition
The Board has established a Nomination and Governance Committee
which consists of two independent Non-Executive Directors (NEDs) and
the Company Chair. Information on the skills and the experience of all
Committee members can be found on Board of Directors section.
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. 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.
ATALAYA MINING · ANNUAL REPORT 2025
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
68
Committee activities in 2025
The Committee met eight times during the year under
review to oversee Board and senior management
composition, succession and governance matters, with
particular focus on ensuring that the Board retained the
appropriate balance of skills, experience and diversity as
the Company transitioned into the FTSE 250.
Key activities during the year included:
□ Overseeing two separate searches for independent
NEDs, one to replace a retiring Director and a second
in anticipation of a further planned retirement and
recommending related changes to Board committee
memberships.
□ Considering outcomes from the 2024 Board and
committee evaluation and commissioning an
externally facilitated Board performance review for
2025.
□ Developing and refining Board and executive
succession plans, including detailed role specifications
for future NED appointments and reactive succession
planning for the CEO and CFO roles.
□ Reviewing the Company’s compliance with the
2024 UK Corporate Governance Code, including
composition, succession, evaluation, workforce
engagement and culture, and recommending the
designation of a NED responsible for workforce
engagement.
□ Overseeing the annual review of Board and
committee terms of reference, the schedule of
matters reserved to the Board, the delegation of
authority matrix and other governance policies.
Area of focus Key activities
Board
composition
and skills
Considered feedback from the 2024 Board evaluation on Board balance and
skills; reviewed and updated the Board skills matrix following the appointment
of a new NED and in light of a further planned retirement; discussed the
need to strengthen technical, geological and metallurgical expertise on
the Board and the potential for an additional independent NED.
First NED
search and
appointment
Ran a competitive process with specialist mining search firms for an independent
NED to replace a retiring Director; selected and engaged Granger Reis; selected
the preferred candidate having reviewed a longlist and interviewed candidates
on the shortlist; recommended to the Board that the preferred candidate, Hennie
Faul, be appointed to the Board; and oversaw the onboarding of Mr. Faul.
Second NED
search
Initiated a separate process to identify an independent NED to replace a long serving
Director expected to retire during the year; developed a refined role specification
incorporating feedback from the external evaluator; invited and assessed search firm
proposals and agreed to proceed with Granger Reis for this second search; selected
the preferred candidate having reviewed a longlist and interviewed candidates on
the shortlist; recommended to the Board the appointment of Dr. Mike Armitage.
Succession
planning
Reviewed NED tenure, future vacancies and Board size; considered whether to
increase the number of independent NEDs; developed detailed criteria for future
NEDs, including expected committee membership; reviewed reactive succession
plans for the CEO and CFO and the potential timing for a future COO search.
Board and
individual
Director
evaluation
Considered the 2024 Board and committee evaluation outcomes and
agreed follow up actions; reviewed and confirmed Annual Report
disclosures on the evaluation; assessed and appointed an external
provider, Clare Chalmers, to perform the 2025 externally facilitated Board
evaluation; confirmed the process for individual Director evaluations.
Diversity and
inclusion
Reviewed the Board Diversity Policy and confirmed a principles based, merit focused
approach; embedded diversity considerations (including ethnicity, nationality,
language and cultural understanding) into NED role specifications; scrutinised search
firms’ approaches to diversity and monitored the diversity of longlists and shortlists.
Culture and
workforce
engagement
Recommended the appointment of a designated NED for workforce
engagement; reviewed examples of workforce engagement practices;
encouraged broader interaction between NEDs and employees and
progressed work on defining and monitoring company culture.
Governance
framework
Reviewed compliance with the 2024 UK Corporate Governance Code;
oversaw changes to committee terms of reference and governance policies;
reviewed and confirmed the delegation of authority matrix and updates to
the matters reserved to the Board and project toll gating framework.
The table below summarises the areas that the Committee reviewed or actioned in 2025:
ATALAYA MINING · ANNUAL REPORT 2025
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Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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 (AGM)
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 Hennie Faul as
an independent Non-Executive
Director
The Committee led a structured
process to identify and appoint an
independent NED to replace Hussein
Barma, who retired at the conclusion of
the 2025 AGM. It considered proposals
from three executive search firms with
mining sector expertise, taking into
account sector focus, the depth of their
mining teams, candidate sourcing
approach and fee structures.
Following this assessment, the
Committee agreed to appoint Granger
Reis to support the search and entered
into an engagement letter, having
provided the firm with a summary of
the desired experience and preferred
location for candidates. The role
specification, refined with Granger
Reis, emphasised strong operational,
geological and metallurgical skills to
strengthen the Board’s oversight of
resources and technical projects.
The Committee reviewed candidate
profiles and discussed potential
conflicts, availability and geographic fit,
including whether candidates were EU
based. After a full assessment process,
the Committee identified Hennie Faul
as the preferred candidate and oversaw
reference checks and completion of
all requisite documentation, including
required confirmations under the
Spanish Capital Companies Act (Ley
de Sociedades de Capital), and the
Company's articles of association
(estatutos sociales), declarations in
respect of the share dealing code and
related party policy, and confirmations
under the UK Listing Rules.
The Committee ensured that the
appointee completed continuing
obligations training with the
Company’s advisers and obtained his
formal consent to act, noting that he
met applicable legal requirements
and was not disqualified from acting
as a Director. It recommended his
appointment as an independent
NED with effect from 24 June 2025
subject to him standing for election
by shareholders at the 2026 AGM. The
Committee oversaw the associated
regulatory announcement and formal
Board resolutions.
Consequential changes to Board
committee composition, including
the appointment of the new NED to
the Audit Committee and Physical
Risk Committee and adjustments to
other committee memberships, were
considered and recommended by the
Committee to maintain appropriate
independence, sector competence and
experience across committees.
Identification of Mike Armitage
for appointment as an
independent Non-Executive
Director
Later in the year, the Committee
initiated a second NED search in
anticipation of the planned retirement
of Stephen Scott, a long serving
independent NED whose mandate was
due to expire at the 2026 AGM and who
had previously signalled his intention
to step down by the end of 2025. The
Committee reviewed the updated
Board skills matrix, which now included
the recently appointed independent
ATALAYA MINING · ANNUAL REPORT 2025
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Audit, Risk and Internal
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Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
NED and excluded the retiring Director,
and used this to identify skills gaps and
future needs.
The Committee developed a separate
role specification for this second
NED appointment. The specification
reflected feedback from Board
members and the executive team
and emphasised: mining industry
experience with an emphasis on
geology, metallurgy, resources and
reserves; experience in M&A and asset
development; and banking or deal
making experience, while recognising
that a hands on technical background
was not essential given the Board’s
strengthened technical expertise
following the independent NED
appointment earlier in the year.
The Committee also identified
additional desirable attributes for
this role, including the ability to
speak Spanish, an understanding of
Spanish culture and, where possible,
a minority ethnic background, in
order to promote diversity, inclusion
and equal opportunity and to
support the Company’s obligations
under the UK Listing Rules and
UK Corporate Governance Code
Principle J. It considered likely
committee membership for the new
NED, concluding that the ability to
contribute effectively to the Physical
Risk Committee was particularly
important, given the need to maintain
sector relevant competence.
In parallel, the Committee considered
which search firm to engage for
this second process, reviewing
experience with earlier NED searches
and proposals from four executive
search firms. After evaluating sector
expertise, approach to diversity, fee
structures and the risk of “recycling”
prior candidates, the Committee
agreed to proceed with Granger
Reis again, noting their strong track
record in technical mining searches
and the importance of emphasising
metallurgical expertise as the top
priority criterion.
The Committee shortlisted four
candidates for interview for the second
NED role and recommended its
preferred candidate, Dr. Mike Armitage,
for the Board for appointment.
Succession planning
The Committee maintained a strong
focus on Board succession throughout
the year, recognising both the demands
placed on existing independent NEDs
and the Company’s evolving strategic
and technical needs. It reviewed the
Board skills matrix at several points,
particularly after the first appointment
of a new NED during the year and in the
context of a further planned retirement,
and considered whether the overall
Board size and number of independent
NEDs remained appropriate given
Board committee workloads.
For NED succession, the Committee’s
work centred on strengthening the
Board’s technical, geological and
metallurgical expertise and ensuring
that the Board had the skills to oversee
resources and key projects, combining
technical understanding with the
ability to contribute to the Physical Risk
Committee and, over time, potentially
to ease the workloads of other Board
committees. The Committee also
reflected on whether an additional
independent NED might be required
longer term to support the workload of
the Board’s committees.
Executive succession was also
considered. The Committee reviewed
the reactive succession plan for the
CEO and CFO roles, considering the
characteristics required of a future
CEO, including fluency in Spanish
and English, a market facing profile,
government relations experience and
sufficient technical understanding to
engage credibly with shareholders
on operational matters. It also agreed
that any search for a potential COO
should be timed to commence once
permitting for Proyecto Touro had been
obtained, aligning executive succession
planning with project milestones.
ATALAYA MINING · ANNUAL REPORT 2025
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Division of
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Composition,
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Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Board evaluation
2024 internal evaluation
In early 2025, the Committee
considered the results of the 2024
internal evaluation of the Board and its
committees, based on feedback from
Non-Executive Directors, and agreed
a series of follow up actions covering
strategy, oversight, risk management,
Board composition, information flows
and training. Actions included ensuring
that Board composition addressed
key risk areas through the targeted
recruitment of a geologist NED,
improving closed session practices for
NEDs, seeking early reporting from
management on emerging issues,
enhancing oversight of key projects, and
improving the timeliness and quality of
Board and committee papers.
The Committee reviewed and was
satisfied with the 2024 Annual Report
disclosure describing the 2024 Board
evaluation process and outcomes.
2025 external evaluation
In light of the Company’s recent move
to the Main Market, the Committee
considered the desirability and
timing of an externally facilitated
Board evaluation for 2025. It invited
and assessed proposals from three
external providers, comparing scope,
methodology, fees and availability,
and agreed to appoint Clare Chalmers
Limited (“Clare Chalmers”) to conduct
the 2025 externally facilitated Board
evaluation so that outputs could inform
ongoing work on Board composition.
The Board considers Clare Chalmers
to be independent, as it has no other
connection to the Company or any of
its Directors.
The evaluation was undertaken during
September and October 2025 with the
findings presented to the November
2025 Board meeting.
The brief for the process was agreed
following a scoping meeting with the
Chair and Company Secretary. The
aim of the scoping meeting was to
understand the Company’s context
and objectives for the evaluation and to
agree a tailored interview framework
issued in advance to all participants.
Clare Chalmers undertook a document
review, including Board and committee
papers, terms of reference, matters
reserved, Board schedule and calendar,
and the outputs of the previous
internal Board performance review. As
part of the evidence-gathering process,
Clare Chalmers observed a scheduled
Board meeting and meetings of each
of the Remuneration, Nomination
and Governance, and Sustainability
Committees to assess Board dynamics,
behaviours and information flows in
practice.
Individual qualitative interviews were
held with all independent NEDs, the
Chief Executive Officer, Chief Financial
Officer, Company Secretary and other
individuals who interact regularly
with the Board and its committees.
Clare Chalmers then produced a draft
report analysing the themes emerging
from the interviews, document review
and meeting observations, including
suggestions for improvements and
examples of solutions and good
practice seen elsewhere.
The draft report was discussed with
the Chair and Company Secretary,
leading to minor refinements which
did not alter the overall conclusions.
The report was then finalised and
circulated to the Board prior to the
meeting at which it was formally
presented by Clare Chalmers.
Overall, Clare Chalmers’ report was
positive about the functioning of the
Board which identified a number of
Board strengths including:
□ An experienced and committed
group of NEDs who bring a broad
range of relevant skills to the role
and provide good challenge and
support to management.
□ A small but highly capable
executive team with deep
knowledge and experience of
mining operations.
□ A firm commitment to maintaining
high safety standards across the
operations.
□ Greater engagement between the
Board and employees provided
through a recently designated
workforce engagement NED.
□ Well-established committees that
give good focus to their key areas of
activity and contribute well to the
work of the Board.
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Additional Information
Consistent with the Board’s
commitment to continuous
improvement, the review also
identified a number of opportunities
to further support the Board’s
ongoing effectiveness, including:
□ Further developing the Board’s
oversight of the Group’s long-term
strategy, including the continued
refinement of strategic targets,
milestones and key performance
indicators.
□ Continuing to refine the format
and timing of information
presented to the Board, including
simplifying reporting where
appropriate and further enhancing
the monitoring of performance
against strategy.
□ Building on the Board’s oversight
of risk by broadening the range of
risk themes considered at Board
level.
□ Providing additional opportunities
for Non-Executive Directors to
engage with executives below the
C-Suite to deepen understanding
of the wider management
team and support succession
development across the business.
These areas represent opportunities
to build further on the Board’s existing
strengths and to support its continued
effectiveness as the Group evolves.
The Chair and the Company
Secretary reviewed all improvement
recommendations identified in the
report and identified those items
for focus during 2026. The Board will
monitor progress during 2026.
Individual Director performance
reviews
The Committee also confirmed
the process for individual Director
performance reviews for 2025,
whereby:
□ The Chair gathers feedback on the
CEO from other NEDs and meets
the CEO to provide feedback.
□ The Chair meets each NED
individually.
□ The Senior Independent Director
leads the evaluation of the Chair’s
performance, including feedback
from the CEO.
Diversity and inclusion
The Committee continued to oversee
Board level diversity and inclusion
in the context of UK Corporate
Governance Code Principle J and
the relevant UK Listing Rules, whilst
recognising the Company’s need to
appoint NEDs with specific technical
and transactional skills.
In reviewing the Board Diversity
Policy, the Committee confirmed that
a principles based approach focused
on merit, skills and experience
remained appropriate and concluded
that introducing quantitative targets
into the policy could risk tokenism or
undermine confidence in the merit
based appointment process.
Diversity considerations were
embedded in the role specifications
for both NED searches. For the
first search, the emphasis was
on technical, geological and
metallurgical expertise, recognising
that this skill set itself contributes to
diversity of thought and experience
on the Board. For the second
search, the Committee went further,
identifying as desirable attributes
the ability to speak Spanish,
understanding of Spanish culture
and a minority ethnic background,
alongside technical and transactional
capabilities, acknowledging both
the Company’s Spanish context and
the need to address the absence of
minority ethnic representation on the
Board.
The Committee scrutinised the
approach of search firms to diversity
and inclusion, noting that all firms
invited to bid for NED searches
articulated commitments aligned
with Principle J. It encouraged firms to
reach beyond existing candidate pools,
to prioritise metallurgical and other
critical skills while still actively seeking
diverse candidates who met the agreed
specifications and to demonstrate how
diversity considerations were reflected
in their longlists.
As the second NED search
progressed, the Committee
monitored the diversity of the
longlist. Those individuals who most
closely matched the prioritised
criteria of deep metallurgy and
geology expertise were shortlisted for
interview. Although the shortlist did
not include an ethnically or gender
diverse candidate, the Committee
reaffirms its commitment to
improving Board diversity over time.
The Committee also recognised
the connection between diversity,
inclusion and culture and
recommended the appointment of
a designated NED responsible for
workforce engagement, reviewing
examples of good practice from other
FTSE companies and encouraging
greater exposure of non-C-suite
employees to the Board and its
committees, including through
presentations and site visits.
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Evaluation
Audit, Risk and Internal
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Directors’
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Directors’ Report
Financial Statements
Additional Information
№ of Board
members
% of the
Board
№ of senior
positions on Board
№ in executive
management
% of executive
management
Gender diversity
Men 5 62.5% 2 4 80%
Women 3 37.5% 1 1 20%
Not specified/prefer not to say 0 0% 0 0 0%
Ethnic background diversity
White British or other White
(including minority-white groups)
8 100% 3 5 100%
Mixed/Multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group 0 0% 0 0 0%
Not specified/prefer not to say 0 0% 0 0 0%
Each Board member or member
of executive management has
confirmed their gender and ethnic
background, and the above data
has been collated from those
confirmations.
Gender balance
The gender balance of those in the
executive management team and
their direct reports as at 31 December
2025 was as follows:
Male
73%
Female
27%
Gender Balance - 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 2025. 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).
□ At least one individual on its Board
of Directors is from a minority
ethnic background.
As at 31 December 2025 the Company
met one of the three targets:
□ The position of Senior Independent
Director is held by a woman.
□ Since the appointment of Coriseo
González-Izquierdo to the Board
on 14 January 2025, the percentage
of women on the Board increased
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%.
□ Since the retirement of Hussein
Barma from the Board on 24 June
2024, the Company no longer has
an individual on the Board from a
minority ethnic background
The Board’s Nomination and
Governance Committee will continue
to prioritise diversity and inclusion
in future appointments, ensuring
that gender and ethnic minority
representation remains a key
consideration while balancing the
need for the right mix of skills and
experience.
ATALAYA MINING · ANNUAL REPORT 2025
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Senior Management
Governance
Introduction
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Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Audit, Risk and Internal Control
Introductory letter from Audit Committee Chair
Dear Shareholder,
I am pleased to introduce the Audit
Committee Report for the financial
year ended 31 December 2025. This
report explains how the Committee
has carried out its responsibilities in
relation to financial reporting, risk
management, internal control and
oversight of the external audit during
the year.
Changes to Committee
membership
During the year, Hussein Barma
retired as a member of the
Committee after many years of
dedicated service. The Board and
I would like to record our sincere
thanks to him for his significant
contribution to the Committee’s
work and to the development of
the Group’s financial governance
over that time. I would also like to
thank Stephen Scott, who retired
at the end of the year, for his many
years of service as a member of the
Audit Committee. We were pleased
to welcome Hennie Faul as a new
member of the Committee in June
and, earlier this year, Mike Armitage.
We look forward to benefitting from
their experience and insight in the
years ahead.
Financial and narrative
reporting
Over the course of 2025, the
Committee’s work was focused on
supporting the Board in ensuring
the integrity of the Group’s financial
and narrative reporting, including
its full year, half year and quarterly
results, and in reviewing the
significant accounting judgements
and estimates applied by
management. We also oversaw the
Group’s going concern and viability
assessments, the fair, balanced and
understandable statement and the
effectiveness, independence and
objectivity of the external auditor.
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Composition,
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Evaluation
Audit, Risk and Internal
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Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Review of material issues
In the area of financial reporting,
the Committee devoted particular
time to matters involving a higher
degree of judgement, including
the carrying value of mining
assets and development projects,
progress on Proyecto Touro, the
E-LIX project at Riotinto, the Group’s
Swedish exploration projects and
the accounting for conditional
performance share awards. We also
reviewed the external auditor’s work
on revenue recognition under IFRS
15 and on the risk of management
override of controls, and were
satisfied that there were no matters
arising that required adjustment or
enhanced disclosure beyond that
included in the financial statements.
Risk, control and assurance
The Committee continued to oversee
the Group’s risk management and
internal control framework, including
its risk registers and business integrity
and compliance policies. During
the year, we received a detailed
presentation on the corporate criminal
compliance system operated by the
Group’s principal operating subsidiary
and reviewed the operation of the
Group’s whistleblowing arrangements;
there were no reported breaches
of the Group’s business integrity
policies and no significant reports
made under the whistleblowing
policy in the period. The Committee
reviewed the effectiveness of the
Group’s whistleblowing arrangements
and was satisfied that appropriate
processes are in place for employees
and third parties to raise concerns
confidentially. The Committee
reviewed the effectiveness of the
Group’s whistleblowing arrangements
and was satisfied that appropriate
processes are in place for employees
and third parties to raise concerns
confidentially.
We assessed the effectiveness of the
external audit, including the audit
plan, key risk areas, resourcing, quality
of challenge and communication, and
the value-added recommendations
arising from the audit. We also
monitored audit and non-audit fees,
considered a small number of out of
scope and non audit engagements
and received confirmations from
PricewaterhouseCoopers regarding
its independence and objectivity; the
Committee and the Board remain
satisfied that appropriate safeguards
are in place to protect audit
independence.
Looking ahead
Looking ahead, the Committee will
continue to focus on the implications
of the revised UK Corporate
Governance Code, in particular
the new requirements in relation
to the Board’s declaration on the
effectiveness of risk management and
internal controls, and on ensuring that
the Group’s assurance and reporting
arrangements remain proportionate
to the nature, scale and complexity
of the business. I would like to thank
my fellow Committee members,
management and our external auditor
for their diligence and constructive
engagement throughout the year.
On behalf of the Audit Committee, I
would like to thank the management
team, and PricewaterhouseCoopers
Auditores, S.L. (Spain) for their support
and constructive engagement
throughout the year.
Yours sincerely
CAROLE WHITTALL
Chair of Audit Committee
18 March 2026
ATALAYA MINING · ANNUAL REPORT 2025
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Senior Management
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Governance Code
Board Leadership and
Company Purpose
Division of
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Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Audit Committee Report
Committee composition
The Committee is composed solely of independent Non-Executive
Directors. The Board is satisfied that the Committee Chair has recent
and relevant financial experience as required by the Code 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 Board of Directors section.
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,
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.
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 membership and
attendance at meetings during 2025
Attendance in 2025 Member since:
Carole Whittall 5/5
1 July 2024 (Chair since
26 October 2024)
Hussein Barma 2/2
24 November 2015
(retired 24 June 2025)
Hennie Faul 3/3 24 June 2025
Stephen Scott 5/5 11 October 2023
Stephen Scott retired as a member of the Committee on 31 December 2025.
Mike Armitage, an independent Non-Executive Director, joined the Committee on his
appointment to the Board on 19 January 2026.
There was an 18-day period between the resignation of Mr. Scott on 31 December 2025 and the
appointment of Dr. Armitage on 19 January 2026 during which the Committee’s composition did
not fulfil the requirements of Code provision 24. However, during that short period of time the
Committee did not meet.
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Committee
activities in 2025
The Committee met five 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 with the external auditor
without management present
on two occasions during the
year. The Committee also held
one private session without the
external auditor or management
present.
The table below summarises
the areas that the Committee
reviewed or actioned in 2025 and
the outcome.
Areas reviewed or actioned in 2025 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
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 was 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.
Effectiveness of external audit process The Committee was satisfied that the external audit was 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.
Corporate criminal compliance
The Committee received a presentation from the corporate criminal compliance system
operated by the Group’s principal operating subsidiary which provided assurance to the
Committee regarding the effectiveness of the system.
Preparations for implementation
of Code provision 29
The Committee has reviewed management’s plans to enhance the risk management and
internal control framework, including work to identify and document material controls across
financial, operational, compliance and reporting processes, and to strengthen the evidence
supporting management’s assessment of control effectiveness.
Risk register No changes to the principal risks were made.
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.
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Evaluation
Audit, Risk and Internal
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Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Financial and narrative reporting – significant areas considered
Key accounting judgements and estimates
Carrying value of mining assets
and investments
Riotinto operating project
Lain Technologies E-LIX project:
The Committee considered
the recoverability of the assets
related to the E-LIX project. In so
doing the Committee assessed
the various factors impacting
recoverability including successful
commercialisation of the E-LIX
technology, market conditions for
copper and zinc, production efficiency
and cost assumptions, exclusivity and
operational agreements, as well as
delays in achieving commercial-scale
production, operational challenges
at the plant and the impairment
recognised during the year.
When assessing impairment, the
Committee assessed the individual
recoverability characteristics of the
assets related to the industrial plant
located at Proyecto Riotinto and
the convertible loan that may be
converted into 20% of the equity of
the Company which owns the E-LIX
technology. Further details can be
found in Note 3.4 to the financial
statements.
Change in Ore Reserves: During
the year management undertook
a reassessment of Ore Reserves
supported by an independent
expert. The Committee reviewed
and challenged management’s
reassessment and the information
provided by the external auditor and
concluded that the changes in the Ore
Reserve estimates were reasonable
and were appropriately reflected in the
Company’s financial statements.
Projects under development
The Committee considered the
carrying value of the Company’s
Touro, Masa Valverde and Ossa
Morena projects in the context of the
2024 independent expert valuations
and the comments made by the
external auditor, and concluded that
the carrying value of those assets
remained appropriate.
Revenue recognition
IFRS 15 revenue recognition remains
a key audit matter. The Committee
considered the external auditor’s
assessment of the risks associated with
revenue recognition and reviewed
the procedures performed to address
the risk of material error in relation
to revenue recognition for sales of
concentrate. The Committee concurred
with the external auditor’s view that
the disclosures and accounting
policies were compliant with IFRS 15
and considered the Group’s revenue
recognition to be appropriate.
Accounting treatment of
incentive schemes
During the year, some share options
that were exercised by non-C-suite
employees were settled in cash due to
the impracticality and cost of issuing
small numbers of shares pursuant to
individual share option exercises. The
Committee considered the accounting
treatment of these and the potential
impact on the exercise of existing share
options by non-C-suite employees
including the classification of certain
arrangements as cash-settled and the
recognition of related provisions.
The Committee reviewed the
accounting treatment of the
conditional performance share award
made to the CEO and CFO and the
deferred cash bonus scheme made
to selected non-C-suite employees.
The Committee also considered the
comments of the external auditor
and was satisfied that the accounting
treatment of all incentive schemes
was appropriate.
Property tax contingency
The Committee considered the
accounting treatment of property
tax assessments arising from the
reassessment of cadastral values. The
Committee reviewed management’s
assessment of the probability and
quantum of any potential outflow,
supported by external legal advice
and independent valuation expertise,
and considered the external auditor’s
procedures and conclusions. The
Committee was satisfied that the
provision recognised and related
disclosures were appropriate.
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. The
Committee continues to believe that
there is a culture of ethical behaviour
across the Group and a strong control
environment that both deters and
prevents fraud.
ATALAYA MINING · ANNUAL REPORT 2025
79
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Going concern and viability statements
Going concern
The Committee reviewed and
challenged management’s
forecasts for 2026 and 2027 and
considered risks to the projections
and underlying assumptions and
judgements. The Committee
also reviewed the adequacy of
the disclosures in the financial
statements relating to going concern.
The Committee concluded that it
remained appropriate to prepare
the financial statements on a going
concern basis. The going concern
statement can be found on page 44.
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:
□ The principal risks and
uncertainties facing the business,
including their potential impact
on the Company’s solvency and
liquidity.
□ The scenario analyses performed to
support the statement.
The Committee recommended
approval of the viability statement to
the Board. The viability statement can
be found on page 30.
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.
ATALAYA MINING · ANNUAL REPORT 2025
80
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
External audit
Audit Committees and
the External Audit:
Minimum Standard
In preparing this report, the
Committee has considered the
requirements of the Financial
Reporting Council’s Audit
Committees and the External Audit:
Minimum Standard (the “Minimum
Standard”) and has described the key
activities undertaken during the year
in relation to:
□ The oversight of the external
audit and assessment of audit
effectiveness, independence and
objectivity.
□ Its policy and oversight of non-
audit services.
Taking these activities as a whole,
the Committee considers that it
has complied with the applicable
provisions of the Minimum Standard
during the year under review.
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:
□ The audit plan was comprehensive.
□ The audit team was appropriately
resourced.
□ The audit team demonstrated
competence, technical expertise and
mining industry knowledge.
□ Accurate and perceptive advice
on key accounting and audit
judgements, technical issues, and
best practice was provided.
□ The auditor worked effectively with
management.
□ The auditor applied professional
scepticism and provided constructive
challenge to management.
□ Useful areas for improvements
in company procedures were
highlighted.
□ 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 for
the FY2025. It also considered two “out
of scope” fees for an update review
of expert calculation reports and a
review of the fair value calculation of
the conditional performance share
awards granted during the year. 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,
reviewing the Company’s interim
results to 30 June 2025, and the
issuance of an agreed-up procedures
report detailing the Group’s principal
operating subsidiary’s pending
invoices in order to comply with local
laws for a grant.
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.
PricewaterhouseCoopers has
confirmed to the Committee its
independence and objectivity
from the Company and both the
Committee and the Board are
satisfied that:
□ PricewaterhouseCoopers has
adequate policies and safeguards in
place to ensure that its objectivity and
independence are maintained.
□ There are no matters impacting
PricewaterhouseCoopers’
independence or objectivity.
ATALAYA MINING · ANNUAL REPORT 2025
81
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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.
□ 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.
□ IT and financial systems
controls: Robust IT controls are
in place to protect financial data,
including access restrictions,
cybersecurity measures, and
automated system validations.
ATALAYA MINING · ANNUAL REPORT 2025
82
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Role of the Committee
The Board has delegated to the
Committee responsibility for:
□ Monitoring and managing relevant
risks.
□ 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 within the Strategic Report.
How the Committee
fulfilled its role in 2025
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.
□ Considered management’s
assessment of compliance with
the Company’s business integrity
policies. During the year there have
been no reported breaches of any
of those policies.
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.
During the year the Committee
received a presentation from the
Company’s corporate legal counsel
regarding the corporate criminal
compliance system operated by
the Company’s principal operating
subsidiary.
There have been no significant
reports made under the
whistleblowing policy during the
period under review.
Internal audit
The Group does not currently have
a dedicated internal audit function.
Currently, activities that would
typically be conducted by an internal
audit function are conducted 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. The Committee
also considered the desirability of a
dedicated internal audit function in
the context of it acting as a potential
source of assurance for the Board
regarding those matters covered by
Code provision 29, which became
effective from 1 January 2026.
The Committee concluded that a
dedicated internal audit function
was not currently warranted given
the Group’s current organisational
structure and the fact that it remains
primarily a single operating asset
business. Once Proyecto Touro was
completed, that might potentially be
the right time to have a dedicated
internal audit function.
In the meantime, to the extent that
any particular areas of concern arose
in respect of which the Committee
and/or the Board felt that additional
assurance was desirable, this could be
addressed by way of an outsourced
service.
ATALAYA MINING · ANNUAL REPORT 2025
83
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Governance
Committee member
induction and
ongoing training
Prior to joining the Committee,
Hennie Faul received briefings from
the Committee chair and the Chief
Financial Officer regarding the key
elements of the Committee’s work.
Relevant bulletins issued by the “big
four” accounting firms are 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 are also
provided.
Committee terms
of reference
During the year, the Committee
conducted a review of its
terms of reference and made
recommendations to the Board for
some changes in order to align them
with the 2024 edition of the Code, in
particular Code Provision 29 which
came into force with effect from 1
January 2026.
Committee performance
This year an external performance
review of the Board and its
committees was undertaken. Overall,
the Committee functions well and
fulfils its remit. Suggestions for action
during 2026 were to:
□ Further align the work of the
Committee with that of the
Physical Risk Committee to ensure
that there is good oversight of risk
in the broadest sense.
□ Ensure there are close links
between the Committee and the
work the Sustainability Committee
is doing around ESG compliance.
ATALAYA MINING · ANNUAL REPORT 2025
84
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Physical Risk Committee Report
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 Board of Directors
section.
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.
□ 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 meets at least
three times a year. In addition
to Committee members, the
Chief Executive Officer, Chief
Financial Officer, Riotinto
Mine General Manager, the
Sustainability Committee Chair,
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 membership and
attendance at meetings during 2025
Attendance in 2025 Member since:
Stephen Scott 3/3
9 September 2015 (Chair
from 25 October 2022)
Hennie Faul 1/1 24 June 2025
Jesús Fernández 1/2
25 October 2022 (retired
24 June 2025)
Neil Gregson 3/3 23 June 2021
Stephen Scott retired as chair and as a member of the Committee on 31 December 2025.
Hennie Faul became chair of the Committee on 19 January 2026.
Mike Armitage, an independent Non-Executive Director, joined the Committee on his
appointment to the Board on 19 January 2026.
ATALAYA MINING · ANNUAL REPORT 2025
85
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Committee activities in 2025
The Committee met three times in person during the year under review, including twice at the
Company’s producing mine and processing facility in Andalusia.
Area Key activities during the year
Site visits
and onsite
observations
Undertook site tours including the ELIX facility, San Dionisio, road deviation and new tailings dam
areas; assessed housekeeping and dust control, which were reported as good; discussed structural
integrity of major installations and areas difficult to clean, requesting a review of locations with
potential for catastrophic failure and associated maintenance planning to be added to the risk matrix.
Physical risks
matrix and
key site risks
Reviewed and challenged updated physical risks matrix for the Riotinto mine at each meeting, focusing
on environmental, community, personnel and physical risks; including TSF wall failure, uncontrolled
acid water discharge, climate change, dust emissions, forest fire, robbery and sabotage, system
hacking and Legionella, and monitored the implementation of mitigation measures such as increased
seismic surveillance, additional pumping capacity, higher water recycling rates, forest fire prevention
planning, perimeter security enhancements, and a comprehensive cybersecurity master plan.
Safety
performance
and culture
Reviewed monthly, year to date and 12 month rolling safety statistics, including LTIs, LTIFR, and
LTISR; compared performance to targets and sector benchmarks; requested and reviewed LTI
data by age distribution and by company/department; focused on contractor safety (including
plans to extend field leadership activities, improve contractor supervision and pursue Zero
Harm Challenge initiatives); considered leadership in safety metrics and controlled substances
testing data; endorsed annual LTIFR and LTISR targets under the Zero Harm Project.
Safety systems,
reporting tools
and training
Considered management’s ongoing development of an application for reporting unsafe acts
and conditions under the Zero Harm Challenge Project and requested future reporting from its
use when available; emphasised the importance of supervisors challenging unsafe behaviour,
encouraging peer to peer feedback and reinforcing safety culture, particularly for contractors;
stressed the need for robust safety inductions and refresher training for all site attendees.
Reporting
framework
and data
enhancements
Agreed that safety reporting to the Committee should move from annual calendar year data
only to also include 12 month rolling reporting in line with sector practice; requested and
received enhanced analysis of LTI age distribution and workforce age profile; reviewed trends
in LTIs and rolling LTIFR over the year and monitored absenteeism and contractor numbers.
Diversity and
inclusion
Reviewed the Board Diversity Policy and confirmed a principles based, merit focused
approach; embedded diversity considerations (including ethnicity, nationality, language
and cultural understanding) into NED role specifications; scrutinised search firms’
approaches to diversity and monitored the diversity of longlists and shortlists.
Culture and
workforce
engagement
Recommended the appointment of a designated NED for workforce engagement; reviewed
examples of workforce engagement practices; encouraged broader interaction between
NEDs and employees and progressed work on defining and monitoring company culture.
Governance
framework
Reviewed compliance with the 2024 UK Corporate Governance Code; oversaw changes to committee
terms of reference and governance policies; reviewed and confirmed the delegation of authority
matrix and updates to the matters reserved to the Board and project toll gating framework.
Information regarding the Company’s
approach to:
• safety and its safety performance in
2025; and
• environmental sustainability and
related performance,
can be found in the Company’s
Sustainability Report.
ATALAYA MINING · ANNUAL REPORT 2025
86
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Sustainability Committee Report
Committee
composition
The Committee is composed
solely of independent Non-
Executive Directors. More
information on the skills
and the experience of all
Committee members can be
found on Board of Directors
section.
Role of the Committee
The Committee:
□ Oversees the strategy and activities related to sustainable
development and social responsibility.
□ 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.
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, Riotinto
General Manager, 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 membership and
attendance at meetings during 2025
Attendance in 2025 Member since:
Kate Harcourt 5/5
25 October 2022 (Chair
since 25 October 2022)
Hussein Barma 3/3
25 October 2022
(retired 24 June 2025)
Coriseo González-Izquierdo 2/2 24 June 2025
Carole Whittall 5/5 14 January 2025
ATALAYA MINING · ANNUAL REPORT 2025
87
Strategic Report
Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Committee activities in 2025
The Committee met five times during the year under review, including once at the Company’s producing mine and processing facility in Andalusia.
Area Key activities during the year
2025 sustainability
roadmap and
workplan
Oversaw the 2025 sustainability roadmap, agreeing
priority workstreams covering workforce, governance and
due diligence, and environmental/climate matters, and
endorsed activities including completion of the double
materiality assessment, continued emissions reduction
efforts, CDP participation and implementation of GISTM.
Tailings governance
and GISTM
implementation
Reviewed and approved for publication the Proyecto Riotinto
TSF GISTM Disclosure Report, considered alignment between
Spanish legal requirements and the GISTM, monitored
governance arrangements for tailings facilities at Proyecto
Riotinto and Proyecto Touro, and oversaw recruitment
and onboarding of specialist resource to complete a
GISTM gap analysis and compliance plan by end 2026.
CDP (Carbon
Disclosure Project)
Monitored progress on CDP reporting, noted the
extent of completion of the CDP questionnaire,
considered KPMG’s gap analysis and benchmarking of
the Company’s CDP performance, and reviewed peer
CDP scores to inform future improvement plans.
Double materiality
assessment
Oversaw the Company’s double materiality assessment,
reviewed methodology and outputs, discussed
interpretation of topic by topic scoring (including
resource outflows related to products and services),
and arranged a dedicated Board/Committee session
with ERM to deepen understanding of the results.
Regulatory
developments
(CSRD/Omnibus)
and Board training
Monitored EU CSRD and Omnibus proposals, noted the
implications for the Company’s reporting timetable and
assurance requirements, and agreed that Board training on the
new regime should be arranged once the position was clearer.
External assurance
and adviser
feedback
Received feedback on PricewaterhouseCoopers’ assurance
work, noted process improvements versus prior years,
agreed to an interim review to address potential issues
in advance of year-end, and oversaw use of external
advisers to support reporting, roadmap development,
ESG ratings engagement and double materiality.
2024 Sustainability
Report and Non-
Financial Information
Statement (NFIS)
assurance
Reviewed the near-final 2024 Sustainability Report
and associated NFIS Representation Letter, received
PricewaterhouseCoopers’ limited assurance findings (including
strengths and areas for improvement), and recommended
the report and representation letter to the Board for approval.
During the year ERM delivered training on
the current status of the implementation of
the EU Corporate Sustainability Reporting
Directive (CSRD) and the European
Sustainability Reporting Standards (ESRS) to
the Committee and other Board members.
Area Key activities during the year
2024 Climate
change reporting
and targets
Reviewed the 2024 TCFD-aligned Climate Change Report and
UK Listing Rule 6.6.6R(8) disclosure, considered consistency of
climate data across reports, and supported revised 2030 climate
targets in light of delays to the solar plant, recommending
the updated targets and related disclosure to the Board.
2024 Modern
Slavery Statement
Reviewed and commented on an updated Modern Slavery
Statement and resolved, subject to incorporation of comments,
to recommend the revised statement to the Board for approval.
ESG ratings and
investor feedback
Reviewed external ESG ratings and proxy adviser reports,
noted ISS and IVIS support for the 2024 Sustainability
Report, considered IVIS comments and ESG ratings
reviews by MSCI and Sustainalytics, and oversaw follow
up actions with Salterbaxter and ratings agencies to
address identified disclosure gaps and improve scores.
Stakeholder
and shareholder
engagement
Considered commitments made to specific shareholders
and other stakeholders, including participation in the
CDP and publication of tailings and energy policies,
and oversaw related disclosures and engagement
activities to address their expectations.
Sustainability
resourcing
Monitored sustainability team resourcing, including interim
coverage following the departure of the Sustainability
Manager, reviewed and commented on the job description
for the new ESG Manager, and oversaw plans and
timelines for recruiting a suitably qualified successor.
Policies, governance
framework and
Committee ToR
Reviewed and recommended for Board approval updates to
the Sustainability Policy, confirmed the Community Relations
Policy remained appropriate, monitored publication of the
Company’s Energy Policy in Spanish and English, and reviewed
minor amendments to the Committee’s terms of reference
with a view to aligning them with the ESG roadmap.
Information regarding the
Company’s approach to
sustainability and related
performance can be found in
the Strategic Report and in
the Sustainability Report 2025.
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Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Directors’ Remuneration Report
Annual Statement
I am pleased to present the
Directors’ Remuneration Report
for the year ended 31 December
2025, my first as Chair of the
Remuneration Committee following
my appointment to the role on 24
June 2025. I would like to begin
by recognising and thanking my
predecessor, Hussein Barma, who
chaired the Committee until my
appointment and whose leadership
underpinned the significant
strengthening of the Company’s
remuneration framework following
the Company’s transition to the Main
Market.
Focus of the Committee’s work
During the year, the Committee
oversaw the introduction and
implementation of the new
Directors’ Remuneration Policy, the
first conditional performance share
award to the CEO under the Atalaya
Long-Term Incentive Plan 2020 and
the one off transitional option award
approved by shareholders. We also
reviewed base salary and fee levels,
considered wider workforce pay and
conditions, and continued to develop
the link between remuneration, and
the Company’s strategic priorities.
As the designated Non-Executive
Director for workforce engagement
since June 2025, I have also met with
the Director of Human Resources in
person to ensure that she can help
the wider workforce understand
the structure and rationale of
executive remuneration and how pay
outcomes are connected to long-
term sustainable performance.
Business performance and
stakeholder experience
The Committee has been particularly
mindful of the need to align
remuneration outcomes with the
experience of shareholders and
other stakeholders. During 2025,
the Company delivered a solid
operational performance, achieving
production at the higher end of the
FY2025 guidance range, supported
by plant throughput that reached
a new record for Atalaya. Over
the same period, the share price
increased from £3.59 at the start of
the year to £8.55 at the year-end,
reflecting both improved operational
delivery and market recognition of
the Company’s growth potential. In
assessing variable pay outcomes, the
Committee has considered overall
performance, including financial
results, operational delivery, safety
and ESG performance, as well as the
significant value already created for
shareholders over recent years.
AGM voting and shareholder
engagement
At the 2025 AGM, shareholders
approved the new Directors’
Remuneration Policy with 96.35% of
votes cast in favour, demonstrating
strong support for the evolved
remuneration framework. By
contrast, three other remuneration-
related resolutions – the 2024
Directors’ Remuneration Report,
the ratification of awards made
under the long-term incentive plan
and the approval of the one-off
transitional award to the CEO – each
received less than 80% support,
reflecting shareholder scrutiny of
legacy incentive structures and
the transitional arrangements.
These had been the subject of
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Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
detailed engagement with major
shareholders and shareholder
representative bodies in the final
quarter of 2024. Following the
2025 AGM, shareholders who had
participated in the 2024 consultation
and those who we had been able to
identify as having voted against the
remuneration-related resolutions
were invited to indicate whether
they felt further consultation would
be useful. No shareholder requested
further consultation and as such,
the Committee has taken this as an
indication that the actions taken, and
the changes now implemented are
broadly understood and supported.
New long-term conditional
performance share award
A key feature of 2025 was the
transition from historical non-
performance-based market value
share option awards to a new
performance-related long-term
incentive structure based on
conditional performance share
awards. All new long-term incentives
will be granted in line with the Policy
approved by shareholders and with
Code provision 36 of the UK Corporate
Governance Code (the “Code”).
Transitional award and Code
provision 36
In the absence of transitional
arrangements, the long-term
conditional performance share
awards approved in 2025 would
have resulted in a prolonged
period with no potential vesting
opportunity for the CEO. To avoid
this prolonged gap, the Board
conducted an extensive shareholder
consultation in the autumn of 2024
and obtained shareholder approval
at the 2025 AGM for a final one-
off transitional award of market
value options, providing vesting
opportunities in 2025, 2026 and 2027
with a performance underpin on
later tranches. As this award does
not comply with provision 36 of the
Code (which requires a combined
vesting and holding period of at
least five years), the Board considers
it an exceptional, non-recurring
arrangement, separate from the new
Directors’ Remuneration Policy.
Discretion
No discretion has been exercised by
the Committee in respect of the year
ended 31 December 2025.
Looking ahead
In 2026, the Committee’s priorities
will include embedding the new
long-term incentive structure,
overseeing the first full year
of operation of the new Policy
and ensuring that any further
changes to remuneration remain
firmly grounded in the context of
the Company’s strategic needs,
performance and the wider
stakeholder context. We will continue
to monitor shareholder feedback
carefully and stand ready to adapt
our approach if expectations or
best practice evolve. I hope that this
report provides clear and transparent
insight into the Committee’s
decisions, and I welcome ongoing
dialogue with shareholders on
any aspect of our remuneration
approach.
Yours sincerely
CORISEO GONZÁLEZ-
IZQUIERDO
Chair of Remuneration
Committee
18 March 2026
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Division of
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Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Remuneration Committee Report
Committee
composition
The Committee is composed solely of Non-Executive Directors, three
of whom (including the Committee Chair) are independent. The fourth
member of the Committee, the Company Chair, was independent upon
appointment. More information on the skills and the experience of all
Committee members can be found on Board of Directors section.
Role of the
Committee
The Committee’s role is to set
the annual fee for the Chair
of the Board and 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 Committee Terms of
Reference.
How the
Committee operates
The Committee meets at least
three times a year. In addition
to Committee members, the
Chief Executive Officer, the
Company Secretary and any
other members 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 meeting.
The Committee receives
information in advance
of its meetings including
information and reports from
the Company Secretary, the
Human Resources Director, and
external advisers.
Committee membership and
attendance at meetings during 2025
Attendance in 2025 Member since:
Coriseo González-Izquierdo 2 (2)
24 June 2025 (Chair
since 24 June 2025)
Hussein Barma 6 (6)
1 July 2024 (Chair
until 24 June 2025)
Neil Gregson 8 (8) 25 October 2022
Kate Harcourt 8 (8) 25 October 2022
Stephen Scott 8 (8) 25 October 2022
Stephen Scott retired from the Board and the Committee on 31 December 2025.
Hennie Faul, an independent Non-Executive Director, joined the Committee on 19 January 2026.
There was an 18-day period between the resignation of Mr. Scott on 31 December 2025 and Mr.
Faul joining the Committee on 19 January 2026 during which the Committee’s composition did
not fulfil the requirements of Code provision 32. However, during that short period of time the
Committee did not meet.
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Board Leadership and
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Division of
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Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Committee activities in 2025
Key activities during the year
□ 2024 Directors’ Remuneration Report:
Enhanced level of disclosure addressing
prior shareholder feedback; approved for
recommendation to Board for inclusion within
2024 Annual Report.
□ 2025 Directors’ Remuneration Policy:
Completed formulation in light of feedback from
shareholder consultation undertaken in Q4 2024,
recommended to, and approved by, shareholders
at 2025 AGM with >96% of votes in favour.
□ 2025 CEO base salary review: 3% increase
approved effective 1 January 2025 in line with
wider workforce pay increase.
□ 2025 NED fee review: No increase to structure
or quantum recommended.
□ 2024 annual bonus scheme outcome:
58.14% of base salary approved.
□ 2025 annual bonus scheme: Metrics and
targets approved.
□ 2025 long-term incentive award:
Performance period, relative and absolute
performance measures, threshold, “on target” and
maximum targets, and quantum of award agreed.
□ 2025 transitional award: One-off award of
market value options to bridge the gap between
phasing out of former market value share option
incentive award to new conditional performance
share incentive award recommended to, and
approved by, shareholders at 2025 AGM.
□ 2025 AGM voting on remuneration-
related resolutions: Consideration of the three
resolutions that received <80% support and
shareholder re-engagement exercise conducted.
□ Rules of Long-Term Incentive Plan:
Commissioned a review in the light of completion
of the re-domiciliation from Cyprus to Spain
and challenges posed by Atalaya shares being
represented by CREST Depositary Interests
to facilitate trading on the London Stock
Exchange and legal ownership being via layers of
custodians.
□ Remuneration benchmarking exercise
commissioned: For use diagnostically
in connection with the 2026 pay review to
understand how the CEO’s overall package
compares with relevant markets.
□ Wider workforce pay and conditions:
Review of information provided by the Director of
Human Resources.
□ Engagement with workforce on executive
remuneration: Committee chair met the
Director of Human Resources to explain executive
remuneration structure and rationale.
□ Governance: Reviewed Committee terms
of reference with no substantive changes
recommended.
Advisers
FIT Remuneration Consultants
LLP (“FIT”) has served as the
Committee’s independent
adviser since October 2024. 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 £42,319. 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.
Committee
effectiveness
This year an external
performance review of the
Board and its committees
was undertaken. Overall, the
Committee functions well and
fulfils its remit. A suggested
action was for the Committee
to invite the Human Resources
Director to attend meetings of
the Committee to help improve
channels of communication.
This suggestion has been
implemented by the Board.
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Senior Management
Governance
Introduction
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Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Workforce Engagement
In September 2025, the Committee
Chair (who, since 24 June 2025, as
served as the designated NED for
workforce engagement) met with
the Director of Human Resources
at the Company’s Riotinto mine
site to explain Atalaya’s executive
remuneration structure and
the rationale. Following the
meeting, the Director of Human
Resources was tasked with onward
communication to the wider
workforce in accordance with local
practice.
Resolutions
For Against Withheld
№ of
shares
as a % of
votes cast
№ of
shares
as a % of
votes cast
№ of
shares
as a % of
votes cast*
2024 Remuneration Report 44,052,755 72.13% 15,828,748 25.92% 1,195,051 1.96%
2025 Remuneration Policy 58,847,320 96.35% 1,034,183 1.69% 1,195,051 1.96%
Ratification of awards
made under the LTIP
45,014,470 73.70% 14,867,033 24.34% 1,195,051 1.96%
Approval of “transitional”
award to the CEO
43,444,412 71.13% 16,437,091 26.91% 1,195,051 1.96%
*In the table above, abstentions are included in the calculation of the relevant percentage of total votes cast. Therefore, the outcome of the
resolutions is impacted by effectively reducing the level of support and opposition expressed as percentages.
2025 AGM shareholder voting
The Committee was pleased
to note that the new Directors’
Remuneration Policy received
more than 96% votes in favour. The
reasons for the voting outcomes on
the three remaining remuneration-
related resolutions were extensively
discussed with major shareholders
and shareholder representative
bodies during an engagement
exercise conducted in the final
quarter of 2024. These had included
shareholder concerns regarding:
□ The Company’s previous approach
to long-term incentive provision
(i.e. the absence of performance
conditions, length of vesting
periods and lack of a post-vesting
holding period for the share option
award made in June 2024).
Directors’
Remuneration Policy
The Directors’ Remuneration Policy (the
“Policy”) was approved by shareholders at the
Company’s 2025 Annual General Meeting,
having received 96.35% of votes in favour. The
Policy took effect from 24 June 2025 and is
expected to apply for three years. The Policy
can be found on the Company’s website at:
2025 Directors’ Remuneration Policy.
□ The one-off “transitional” share
award ultimately granted to
the CEO in July 2025 which was
intended to bridge the vesting
gap between the previous market
value option approach and
the Company’s new long-term
incentive policy.
With these legacy issues now behind
the Company, and with future
incentive awards being operated
in line with the new Directors’
Remuneration Policy, which received
96.35% shareholder support at the
2025 AGM, the Board anticipates an
increase in shareholder support for
remuneration-related resolutions at
future AGMs.
Notwithstanding the above, the
Board re-engaged with those
shareholders who had participated
in the Company’s previous
engagement exercise and those
shareholders who could be identified
as having voted against to ascertain
whether they were of the view
that further consultation would be
beneficial. No shareholder responded
indicating that they wished to have
further consultation.
ATALAYA MINING · ANNUAL REPORT 2025
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Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Annual Report on Remuneration
Implementation of Directors’ Remuneration Policy in 2025
Executive Directors’ single remuneration figure
The table below presents a single remuneration figure for the Chief Executive Officer (CEO)
who is the Company’s sole Executive Director for the years ended 31 December 2024 and 31
December 2025.
A. Lavandeira
Fixed Pay (€) Variable Pay (€)
Total (€)
Salary Pension Benefits*
Total
fixed
Annual
bonus**
Share
options***
Total
variable
FY2025 520,467 52,047 6,736 579,250 407,404 851,805 1,256,209
1,838,459
FY2024 498,188 50,531 5,580 554,299 293,787 409,000 702,787
1,257,086
* Company lease car benefit in kind (inclusive of taxes paid by the Company).
** The 2025 annual bonus was earned in respect of the financial year ended 31 December 2025 and will be paid in 2026. The 2024
annual bonus was earned in respect of the financial year ended 31 December 2024 and was paid in 2025.
*** These amounts relate 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.
On 9 July 2025 Mr. Lavandeira was granted a one-off “transitional” award comprising options over 800,000 Ordinary Shares in the
capital of the Company at an exercise price of 460.35 pence per share (being the market value at grant). 133,333 vested on grant
and the balance will, subject to application of a performance underpin, vest as to 266,667 on the first anniversary of grant and as
to 400,000 on the second anniversary of grant.
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, 133,333 vested on 11 June 2025 and the
balance will vest on the second anniversary of grant.
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% to €520k with effect from 1 January 2025, in line with the
general overall increases to the wider workforce of 3%.
Pension
The CEO has an employer pension contribution equal to 10% of
base salary. This is aligned to that which is available to existing
UK employees and would be offered to any new UK employees.
In respect of practice in Spain, pension provision is not the norm
in the private sector. At Atalaya, the employment terms and
conditions, which include salaries and benefits, are negotiated
with the unions in respect of unionised individuals.
Taxable Benefits
Taxable benefits for the CEO comprised a company car.
Annual bonus
The CEO’s annual bonus opportunity in 2025 was:
Performance*
Threshold On Target Maximum
25% of maximum
opportunity
50% of maximum
opportunity
150% of base
annual salary
* For performance between threshold on target and maximum, vesting is on a straight-line
basis where the performance measure permits.
Performance measures related to financial and operational targets and strategic, project
and growth initiatives.
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Audit, Risk and Internal
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Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Measure Weighting
Unit of
measurement
Performance Targets
Actual
performance
Outcome
(% of
maximum)
Threshold
(25% of maximum) Target Maximum
Financial and operational targets
Throughput 7.5% M Tonnes 15.0 15.5 16.0 16.6 7.5%
Recovery 7.5% Percentage 79.3% 81.3% 83.3% 78.84% 0.0%
Cu metal produced (Ag as Cu equivalent) 7.5% Tonnes 45,727 50,300 52,815 *55,940 7.5%
On-site cost per tonne processed 7.5% €/tonne processed 17.23 16.10 15.05 14.30 7.5%
AISC in $/lb Cu payable 9.0% $/lb Cu 3.52 3.29 3.07 2.90 9.0%
Capex incurred vs. budget** 6.0% k€ 5% below 108,000 5% over 93,049 3.0%
Audited net cash flow 6.0% k€ 20% lower 26,100 20% higher 30,100 6.0%
H&S frequency 3.0% LTIFR 5.25 4.50 3.80 4.80 1.20%
H&S severity 3.0% Severity rate 0.20 0.15 0.12 0.20 0.75%
Engagement initiatives with
communities and other
local stakeholders
3.0%
The Committee undertook an assessment of the engagement activities undertaken during
the year in the context of the programme of activities planned at the start of the year and
concluded that it was appropriate to allocate the maximum achievement for this metric.
3.0%
Sub-total 60.0% 45.45%
Strategic, project and growth targets
Touro permits 16.0%
The permits for Touro were not achieved during 2025. Given the importance of this project for
the Company’s growth the Committee did not think it appropriate to reward this metric.
0.0%
Growth projects evaluation – Masa
Valverde ramp-up and financing
9.0%
The Masa Valverde project did not progress sufficiently during the year and therefore
the Committee did not think it appropriate to reward this metric.
0.0%
Technical, operational and
commercial success of E-LIX
5.0%
Although the E-LIX technology continues to work and has significant potential,
efficient operating levels were not achieved during the year.
0.0%
Sub-total 30.0% 0.0%
Individual personal targets
Increase shareholders,
liquidity, profile, size
5.0%
An evaluation of the extent of investor and shareholder engagement, daily share trading volumes
and feedback to Chair in investor and shareholder meetings was undertaken and the Committee
concluded that it was appropriate to allocate the maximum achievement for this metric.
5.0%
Direct report blended personal targets 5.0%
The Committee considered the outcome of the performance of the CFO and the former
Rio Tinto General Manager during the year. Their targets comprised a combination of
operational, financial, ESG and strategic targets for which each was responsible. The blended
outcome of these performances resulted in 1.73% achievement under this metric.
1.73%
Sub-total 10.0% 6.73%
Grand total 100.0% 52.18%
* In assessing actual performance, the Committee considered 4,800 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 50% of maximum bonus for this metric.
The table below sets out the performance measures and the outcome of each:
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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.
Based on the above, the CEO’s annual
bonus award in respect of the year
ended 31 December 2025 is as follows:
Base Salary €520,467
Maximum opportunity
(% of base annual salary)
150%
Maximum opportunity (€) €780,701
% of maximum payable 52.18%
Total bonus €407,404
As the CEO has met his in-
employment shareholding guideline,
no bonus deferral will operate and as
such, the 2025 bonus award will be
paid in cash.
Long-term incentive plan
Conditional performance share award
On 23 April 2025, the Board granted the
CEO a conditional performance share award
pursuant to the Atalaya Mining Long-Term
Incentive Plan 2020. Vesting is subject to
continued service and the extent to which
the applicable performance conditions have
been satisfied at the end of the three-year
performance period. Details of the award
are as follows:
Date of grant 23 April 2025
Exercise price nil
Normal vesting date 23 April 2028
Basis of award 175% of salary
Shares under award 218,000
Performance period
1 January 2025 to 31
December 2027
The share price on the date of the award
was 358.60 pence.
A two-year post vesting holding period
operates.
Vesting of the award will depend on the
extent of achievement of performance
conditions measured over the three
years ending 31 December 2027. Those
performance conditions together with the
rationale for their selection were set out in
full in the 2024 Directors’ Remuneration
Report on pages 99 and 100 of the 2024
Annual Report.
One-off transitional share option award
As previously explained to shareholders, the Committee needed to
identify an appropriate mechanism to address the transition from
long-term incentives in the form of market value share options to
conditional performance share awards.
As retention of the CEO was crucial for the Company at this stage, the
Board considered it appropriate to make a final “transitional” award
of market value options to ensure that vesting events took place in
2025, 2026 and 2027. This final “transitional” award was the subject of
an extensive shareholder consultation exercise conducted during Q4
2024. For more information regarding that consultation, the rationale
for the “transitional” award and the alternatives considered by the
Committee, please see the 2024 Directors’ Remuneration Report on
pages 100 and 101 of the 2024 Annual Report.
Following shareholder approval of a “one-off” transitional award of
market value share options at the Company’s 2025 AGM, on 9 July
2025, the Board granted the CEO market value options over 800,000
shares pursuant to the Atalaya Mining Long-Term Incentive Plan 2020
as follows:
Date of
grant
Exercise
price
Normal
vesting date
Shares
under award
Performance
period
9 July
2025
460.35
pence per
share
9 July 2025 133,333 n/a
9 July 2026 266,667
See below re
performance underpin
9 July 2027 400,000
All vested options will lapse on 9 July 2030 to the extent not already
exercised.
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Directors’
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Additional Information
Performance “Underpin”
In order for the second and third
tranches of the share option award to
vest, the Board must be satisfied that it
is appropriate for the relevant tranche
to vest taking into consideration any
factors that it considers relevant,
including the following:
□ The Company’s overall performance
in terms of share price growth and
total shareholder return during the
Vesting Period.
□ Performance against key financial
and operational metrics during the
Vesting Period.
□ Whether there have been material
impairments or exceptional losses
during the Vesting Period.
□ Whether there have been significant
environmental, social or reputational
issues during the Vesting Period.
Provision 36 of the Code provides that
share awards should be subject to a
total vesting and holding period of five
years or more. While the “transitional”
award was not in accordance with
Code provision 36, this award was a
“one-off” award which was the subject
of a standalone resolution put to
(and passed by) shareholders at the
Company’s 2025 AGM. The Board does
not intend to make any further share
awards that are not in compliance with
Code provision 36.
Summary of all long-term incentive awards held as at 31 December 2025
As at 31 December 2025, the CEO held the following share options over
ordinary shares in the Company under the rules of the 2020 LTIP:
Date of
Grant
Interest as at 1
January 2025
№ Granted
in Year
Exercise
Price
Expiry
Date
Vested
in year
Total vested but
unexercsied
Exercised
in Year
Lapsed
in Year
Outstanding as at
31 December 2025
30-Jun-20 400,000 0 147.5p 29-Jun-30 0 400,000 0 0 400,000
24-Jun-21 400,000 0 309.0p 23-Jun-31 0 400,000 0 0 400,000
22-Jun-22 400,000 0 357.5p 30-Jun-27 0 400,000 0 0 400,000
22-May-23 400,000 0 327.0p 21-May-28 133,333 400,000 0 0 400,000
11-Jun-24 400,000 0 413.5p 11-Jun-29 133,333 266,667 0 0 400,000
09-Jul-25 0 800,000* 460.35p 09-Jul-30 133,333 133,333 0 0 800,000
Total 2,800,000
* Unvested share options are subject to a performance “Underpin” as described on page 97.
Date of Grant
Interest as at 01
January 2025
№ Granted in
Year Performance Period
Earliest Vesting
Date
Vested in
Year
Lapsed
in Year
Outstanding as at
31 December 2025
23-Apr-25 0 218,000 01-Jan-25 to 31-Dec-27 23-Apr-28 0 0 218,000
Total 218,000
As at 31 December 2025, the CEO held the following conditional performance
awards over ordinary shares in the Company under the rules of the 2020 LTIP:
ATALAYA MINING · ANNUAL REPORT 2025
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Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Non-executive Directors’ single remuneration figure
The table below presents a single remuneration figure for each Non-Executive Director
(NED) for the years ended 31 December 2025 and 31 December 2024. There were no
changes to the structure or amount of fees during 2025. NEDs do not receive benefits
and do not participate in any share or other incentive schemes. The difference between
the 2024 and 2025 figures arises solely due to Director retirements, appointments and
changes to Board committee responsibilities, and exchange rate fluctuations between
2024 and 2025.
Directors
Financial
Year
Fees
(€’000)
Hennie Faul1
FY2025 43
FY2024 -
Jesús Fernández2
FY2025 79
FY2024 83
Coriseo González-
Izquierdo3
FY2025 89
FY2024 -
Neil Gregson4
FY2025 156
FY2024 138
Kate Harcourt
FY2025 101
FY2024 103
Carole Whittall
5
FY2025 99
FY2024 53
Implementation of Directors’
Remuneration Policy in 2026
Base salary
The Committee reviewed the CEO’s annual base salary at the
beginning of 2026 and determined to increase it by 2.9% to
€536k with effect from 1 January 2026, in line with the general
overall increases awarded to the wider workforce of 2.9%. This
will be implemented following shareholders approving the
maximum amount of remuneration payable to Directors at the
forthcoming AGM.
Taxable benefits
The Company may introduce private healthcare and/or life
insurance for the benefit of the Executive Director.
Annual bonus
The annual bonus opportunity for the CEO for 2026 will continue to
be capped at 150% of salary. Performance measures will be based
on financial and operational targets linked to copper production,
capital expenditure, EBITDA, 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.
Conditional performance share award
Following the preliminary announcement of the Company’s
2025 full-year results, the Committee intends to grant the CEO a
conditional performance share award over shares equal to 175% of
salary under The Atalaya Mining Long-Term Incentive Plan 2020.
The award will be structured as a nil or nominal cost award and
will normally vest three years from grant and subject to a two-year
post vesting holding period.
1. Joined the Board and appointed a member of the Audit Committee and the Physical Risk Committee on 24 June
2025.
2. Ceased to be a member of the Physical Risk Committee on 24 June 2025.
3. Joined the Board and appointed a member of the Physical Risk Committee on 14 January 2025; on 24 June 2025
appointed Chair of the Remuneration Committee, retired from the Physical Risk Committee and joined the
Sustainability Committee.
4. Appointed Chair of the Board on 1 July 2024.
5. Joined the Board on 3 June 2024; appointed Chair of the Audit Committee on 28 October 2024; appointed a member
of the Sustainability Committee on 14 January 2025.
6. Ceased to Chair (but remained a member of) the Audit Committee on 28 October 2024; retired from the Board on 24
June 2025.
7. Retired from the Board on 31 December 2024.
8. Retired from the Board on 31 December 2025.
Former
Directors
Financial
Year
Fees
(€’000)
Hussein Barma6
FY2025 51
FY2024 107
Roger Davey7
FY2025 -
FY2024 117
Stephen Scott8
FY2025 106
FY2024 120
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Directors’
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Directors’ Report
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Additional Information
Measure Weighting
Performance Range*2
Threshold On Target 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 over
three-year performance period
Absolute Performance 60%
Strategic 30%
Project performance: Northern Spain: Development of Touro
project to commercial operation by 30 June 2028*3
15%
50%
constructed
Fully constructed
and first concentrate
production
Fully constructed with
sustainable full nameplate
processing levels achieved
Increase in Resources Existing Portfolio: Increase in the independently verified CRIRSCO-compliant
Measured and Indicated Mineral Resource attributable to the Company and measured in terms
of the contained Cu equivalent (and reported inclusive of those Mineral Resources converted to
Ore Reserves) within the Company's existing project portfolio as at the end of the performance
period versus the December 2025 Baseline (this being the total Measured and Indicated Mineral
Resource attributable to the Company as reported by the Company as at end-December 2025).
7.5% 5% increase 15% increase 30% increase
Increase in Resources through acquisition: Increase in the independently verified CRIRSCO-
compliant Measured, Indicated and Inferred Mineral Resource attributable to the Company measured
in terms of the contained Cu equivalent (and reported inclusive of those Mineral Resources converted
to Ore Reserves) at projects added to the Company’s portfolio during the performance period
versus the December 2025 Baseline (this being the total Measured, Indicated and Inferred Mineral
Resource attributable to the Company as reported by the Company as at end-December 2025).
7.5% 10% increase 20% increase 30% increase
Sustainability 10% 4.50 3.80
ESG Ratings: Improvement in ratings by MSCI and/or Sustainalytics from 31 December 2025 baseline*4. 5%
Maintain both
existing ratings
Improvement in one
of the two ratings
Improvement in both ratings
Tailings management: Completion of three projects*5 to further
improve management of tailings at Atalaya operations.
5% Completion of one of three projects*4
*1 29Metals Limited, Amerigo Resources Ltd., Antofagasta plc, Capstone Copper Corp., Central Asia Metals Plc, Ero Copper Corp, First Quantum Minerals Ltd., Freeport-McMoRan Inc., Hudbay Minerals Inc., KGHM Polska Miedź
S.A., Lundin Mining Corporation, Sandfire Resources Ltd., Southern Copper Corporation, and Taseko Mines Limited.
*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 Although this is the same performance measure as that used for the 2025 conditional share award but with different target completion dates, under no circumstances will there be any double counting or duplicate rewarding
for the same objectives. The performance period for this metric has been reduced by six months to 30 June 2028 to make it appropriately challenging.
*4 Where the Board determines that an ESG ratings agency’s assessment has been materially influenced by inaccurate information and/or a demonstrably incorrect interpretation of publicly available data, the Board retains
discretion to adjust remuneration outcomes linked to the relevant ESG performance metric. In exercising this discretion, the Board will consider the underlying substance of the Company’s actual ESG performance, any steps
taken to correct the record with the agency, and the extent to which the published rating fairly reflects management’s delivery against the intended objectives of the incentive framework.
*5 - At Riotinto, in line with the design life of the current tailings storage facility, revise the closure plan, and begin implementing this, while managing the development of the new TSF project.
- Update and/or develop the internal and external emergency plans for our tailings facility(ies) and engage with employees and contractors. In conjunction with project affected peoples, develop emergency preparedness
measures. To include public sector agencies, first responders etc., to identify gaps in capabilities and develop plans to improve preparedness.
- Improve the governance structure, roles and ongoing reporting in line with Topic IV, Principles 8-12 and 15.1 Global Industry Standard on Tailings Management (GISTM).
The performance targets, which will be measured over the three years ending 31 December 2028, will be as follows:
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Directors’
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Directors’ Report
Financial Statements
Additional Information
Non-executive Director fees
In the final quarter of the year, the Chair conducted a review of NED
fees with the assistance of its external advisers, FIT. This was the first
time that the structure and quantum of NED fees had been reviewed
following the Company’s transition from AIM to the Main Market on 29
April 2024. This was due to a desire to defer any increases for at least 18
months to ensure that the implications of the move-up could be fully
understood.
Following that review and discussion with the CEO, the Chair
considered it appropriate to propose, and the Board approved that:
□ A premium should be introduced for the role of Senior
Independent Director (SID).
□ There should be a differential in the base fee of independent
NEDs compared to that for the non-independent NED given the
significant difference in time commitments.
□ Committee chair fees should be increased to reflect appropriately
the time commitments of each role.
□ The payment of committee membership fees should cease.
Subject to shareholders approving the maximum amount of
remuneration payable to Directors at the forthcoming AGM, the
revised NED fees, and those which operated during 2025 (both
denominated in Sterling), are as follows:
Role 1 January 2026 1 January 2025
Base NED fee (independent) £80,000 £66,300
Base NED fee (non-independent) £70,000 £66,300
SID fee premium £15,000 -
Audit Chair fee £25,000 £17,000
Other Committee Chair fee £17,500 £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.
Role 1 January 2026 1 January 2025
Chair fee £215,000 £135,300*
* Inclusive of £114,300 base fee, Nomination and Governance Committee Chair fee of £12,000, and Remuneration and
Physical Risk Committee membership fees of £4,500 each.
Company Chair fees
In parallel with the NED fee review carried out by the Board, the Committee
determined it appropriate to propose and the Board approved that the Company
Chair should be remunerated on the basis of an “all-inclusive” fee commensurate with
his time commitment and responsibilities. The revised Company Chair fee (which is
subject to shareholders approving the maximum remuneration for Directors at the
forthcoming AGM), and that which was paid during 2025, is as follows:
Date of
appointment
Notice period from
Company to CEO
Notice period from
CEO to Company
Unexpired term
of contract
Potential termination
payment
14 April 2014 6 months 3 months Rolling contract
On a change
of control*
* Mr. Lavandeira’s service agreement includes a change of control provision whereby in the event that there is 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.
Service contracts: duration and payment obligations
CEO’s Service contract
The CEO, Alberto Lavandeira, has a service agreement with Atalaya Mining Copper, S.A.
and Atalaya Riotinto Minera, S.L. dated 14 March 2014 (as amended on 25 March 2014
and 21 September 2023) and a standard employment contract with Atalaya Riotinto
Minera, S.L dated 14 March 2014. They are available for inspection at the Company’s
registered office at Paseo de las Delicias, 1, 3, 41001, Sevilla, Spain. The details are:
NED fees, and those which operated during 2025 (both denominated in Sterling), are as
follows:
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Additional Information
Non-Executive Director
Date of
appointment
Notice
Period
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
Hennie Faul 24 June 2025 3 months
Mike Armitage 19 January 2026 3 months
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:
Additional information
Payments to past Directors
There were no payments made to past Directors
during 2025 (2024: Nil).
Payments for loss of office
No payments in lieu of notice or for loss of office
were made during 2025 (2024: Nil).
Non-executive Directors
Name
№ Ordinary Shares
№ Unvested Conditional
Share Awards
№ Unvested
Share Options
№ Vested Share
Options
Shareholding
Requirements
31 Dec 25
18 Mar 26
31 Dec
24
31 Dec 25 31 Dec 24
31 Dec
25
31 Dec
24
31 Dec
25
31 Dec
24
H. Barma
1
n/a 0 n/a n/a n/a n/a n/a n/a n/a
R. Davey
2
n/a 0 n/a n/a n/a n/a n/a n/a n/a
H. Faul
3
0 n/a n/a n/a n/a n/a n/a n/a n/a
J. Fernández
4
68,412 106,412 n/a n/a n/a n/a n/a n/a n/a
C. González-
Izquierdo
5
0 n/a n/a n/a n/a n/a n/a n/a n/a
N. Gregson 12,800 10,000 n/a n/a n/a n/a n/a n/a n/a
K. Harcourt 0 0 n/a n/a n/a n/a n/a n/a n/a
S. Scott
6
0 0 n/a n/a n/a n/a n/a n/a n/a
C Whittall 0 0 n/a n/a n/a n/a n/a n/a n/a
1 H. Barma retired from the Board on 24 June 2025.
2 R. Davey retired from the Board on 31 December 2024.
3 H. Faul was appointed to the Board on 24 June 2025.
4 J. Fernández is the appointee of Urion Holdings (Malta) Ltd. which holds 16,821,212 shares in the Company as at the date of this report (31 Dec 25
and 31 Dec 24: 30,821,213 shares) (excluding Mr. Fernández’s personal holding).
5 C. González-Izquierdo was appointed to the Board on 14 January 2025.
6 S. Scott retired from the Board on 31 December 2025.
* M. Armitage was appointed to the Board on 19 January 2026. He holds 4,695 shares in the Company as at the date of this report.
Statement of Directors’ shareholding and share interests
Directors’ interests in shares as at 18 March 2026, 31 December 2025, and 31 December 2024 are set out
in the table below.
Executive Director
Name
№ Ordinary Shares
№ Unvested Conditional
Share Awards
№ Unvested
Share Options
№ Vested Share
Options
Shareholding
Requirements
31 Dec 25
18 Mar 26
31 Dec
24
31 Dec 25 31 Dec 24
31 Dec
25
31 Dec
24
31 Dec
25
31 Dec
24
A. Lavandeira 880,000 880,000 218,000 0 666,667 400,000 2,133,333 1,600,000 Met*
* As at 31 December 2025, the CEO’s shareholding requirement was 200% of his annual base salary. As at 31 December 2025 his shareholding of
880,000 equated to £1.244 million on a historical cost basis which represented 273.95% of his base annual salary as at that date.
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Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
CEO pay history
The total remuneration of the CEO, Alberto Lavandeira, for the past five years:
Year
Fixed Pay Variable Pay
Total
Salary € Pension € Benefits* € Total fixed € Cash bonus** € Share Options *** € Total variable €
FY2025 520,467 52,047 6,736 579,250 407,404 851,805 1,256,209
1,838,459
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
* Lease car benefit in kind and associated 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 9 July 2025 the CEO was granted options over 800,000 Ordinary Shares in the
capital of the Company at an exercise price of 460.35 pence per share (being the market
value at grant). 133,333 vested on grant and the balance will, subject to application of
a performance underpin, vest as to 266,667 on the first anniversary of grant and as to
400,000 on the second anniversary of grant.
On 11 June 2024 the CEO was granted options over 400,000 Ordinary Shares at an
exercise price of 413.5 pence per share (being the market value at grant). 266,667 have
vested and the balance of 133,333 will vest on the second anniversary of grant. They
expire on 11 June 2029.
On 22 May 2023 the CEO was granted options over 400,000 Ordinary Shares at an
exercise price of 327.0 pence per share (being the market value at grant). All have now
vested, and they expire on 21 May 2028.
On 22 June 2022 the CEO was granted options over 400,000 Ordinary Shares at an
exercise price of 357.5 pence per share (being the market value at grant). All have now
vested, and they expire on 30 June 2027.
On 24 June 2021 the CEO was granted options over 400,000 Ordinary Shares at an
exercise price of 309.0 per share (being the market value at grant). All have now vested,
and they expire on 23 June 2031.
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Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Total shareholder return performance graph and table
The chart below shows the value by 31 December 2025 of a hypothetical £100
invested in Atalaya shares on 31 December 2015 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, since 7 May 2025,
it has been a constituent of the FTSE 250.
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.
2025 €’m 2024 €’m Change %
Total employee costs 29.3 27.9 5%
Dividends paid 10.1 10.3 (2%)
Capital expenditure 80.2 66.1 21%
APPROVAL
This report was approved by
the Board of Directors on 18
March 2026 and signed on
its behalf by:
CORISEO GONZÁLEZ-
IZQUIERDO
Chair of Remuneration
Committee
18 March 2026
0
100
200
300
400
500
600
700
800
900
1,000
1,100
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total Shareholder Return Value (£)
Atalaya Mining FTSE 250
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Directors’
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Directors’ Report
Financial Statements
Additional Information
Directors’ Report
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
in the Board of Directors section. The Directors of the Company who
served during the year under review are listed below:
The Directors present their report,
together with the audited financial
statements for the year ended 31
December 2025.
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.
Hussein Barma
Non-executive Director (independent)
– retired 24 June 2025.
Jesús Fernández Lopez Non-executive Director (not independent)
Hennie Johannes Faul
Non-executive Director (independent)
– appointed 24 June 2025
Coriseo González-Izquierdo
Non-executive Director (independent)
– appointed 14 January 2025
Neil Dean Gregson Non-executive Chair
Kate Jane Harcourt Senior Independent Non-executive Director
Alberto Arsenio Lavandeira Adán Chief Executive Officer & Managing Director
Stephen Victor Scott
Non-executive Director (independent)
– retired 31 December 2025
Carole Helene Whittall Non-executive Director (independent)
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 6.6.4R
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
9
There is no further information to be
disclosed pursuant to LR 6.6.1R.
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Additional Information
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 2025 are detailed
in the Financial Review, and the
consolidated income statement.
Dividends
An interim dividend of €0.044
per ordinary share (2024: €0.0362)
was paid on 10 October 2025 to
shareholders on the register as at
12 September 2025. The Board is
recommending the payment of a
final dividend of €0.065 per ordinary
share (2024: €0.0275).t
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 2025 (2024: €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.
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 to
increase the capacity and life of mine
(LOM) of existing operations through
more sustainable energy models
and by addressing the challenge
of decarbonisation in industrial
production.
In alignment with Atalaya’s corporate
strategy, the R&D Department
operates on a continuous basis
to optimise processes and deliver
innovative solutions to the
technological challenges inherent
to mining operations. This effort
is underpinned by close cross-
functional collaboration with internal
departments, as well as by the active
engagement of specialised external
partners.
Core lines of activity remain focused
on acidic water treatment, tailings
circularity, and the development of
advanced monitoring systems for
critical infrastructure (tailings storage
facilities and open-pit operations)
and strategic resources (e.g.,
groundwater).
For further information, see our
Sustainability Report 2025.
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.
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
immediately following this report.
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Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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 wellbeing 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 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.
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 2025, the Company has been advised of the following
major holdings in its issued share capital, in accordance with DTR 5:
№ Ordinary Shares
as at 18 Mar 26
% as at 18
Mar 26
№ Ordinary Shares
as at 31 Dec 25
% as at 31
Dec 25
Urion Holdings (Malta)
Ltd. (subsidiary of
Trafigura Group Pte. Ltd.)
16,821,212 10.94% 30,821,212 21.93%
Cobas Asset
Management, SGIIC, S.A.
13,926,496 9.89% 20,373,785 14.47%
Ithaki Limited 11,750,140 7.64% 11,750,140 8.34%
The interests in the table above are as stated by the shareholder at the time of
the notification and current interests may vary.
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 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.
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 89.
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.
In accordance with Article 244 of
the Spanish Companies Act, if a
Director leaves their position before
the end of their term, the Board of
Directors can appoint a replacement
to serve only until the date of the next
general meeting. 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.
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Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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 present or represented).
□ An absolute majority of the votes
cast to be in favour (where more
than 50% of the Voting Share
Capital is present or represented).
Directors’ powers
The powers of the Directors are
determined by the Company’s By-
laws (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.
□ 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.
The CEO’s service contract includes a
change of control provision whereby
in the event that there is 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.
Auditor
PricewaterhouseCoopers, S.L. was
appointed auditor effective for the
three financial years starting 1 January
2024 and ending on 31 December
2027. Shareholders approved the
appointment at the time that they
approved the re-domiciliation of the
Company from Cyprus to Spain.
Annual General Meeting
The Annual General Meeting (AGM) of
the Company will be held at Hamilton
House, 1 Temple Avenue, London
EC4Y 0HA, United Kingdom on
Thursday, 25 June 2026 at 11:00 BST.
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
.
18 March 2026
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Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
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 Report and Financial Statements
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.
□ 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 18 March 2026 and is signed on its behalf by
NEIL GREGSON
Chair
18 March 2026
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Governance
Board of Directors
Senior Management
Governance
Introduction
UK Corporate
Governance Code
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
Directors’
Remuneration Report
Directors’ Report
Financial Statements
Additional Information
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
(Euro 000’s) | Note | 2025 | 2024 |
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 | 23 | ( | ( |
Impairment loss on financial and contract assets | 13, 20 | ( | ( |
Exploration expenses | ( | ( | |
Care and maintenance expenditure | ( | ( | |
Other income | |||
Operating profit | 6 | ||
Net foreign exchange gain/(loss) | 4 | ( | |
Interest income from financial assets at fair value through profit and loss | 8 | ||
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 | ( | |
(Euro 000’s) | Note | 2025 | 2024 |
| 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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Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Consolidated Statement of Financial Position
As at 31 December 2025
(Euro 000’s) | Note | 31 Dec 2025 | 31 Dec 2024 |
| 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 |
(Euro 000’s) | Note | 31 Dec 2025 | 31 Dec 2024 |
| 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 | |||
Dividend payable | |||
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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Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
(Euro 000’s) | Note | Share capital | Share premium | Other reserves1 | Accum. Profits | Total | NCI | Total equity |
1 Jan 2025 | ||||||||
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 share-based payments | 24 | ( | ( | ( | ||||
Recognition of non-distributable reserve | 24 | |||||||
Recognition of distributable reserve | 24 | |||||||
Other changes in equity | ||||||||
Transactions with external shareholders | ||||||||
Dividends paid | 12 | ( | ( | ( | ||||
31 Dec 2025 |
(Euro 000’s) | Note | Share capital | Share premium | Other reserves1 | Accum. Profits | Total | NCI | Total 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 |
1. Refer to Note 23. The notes on subsequent pages are an integral part of these consolidated financial statements.
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Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Consolidated Statement of Cash Flows
for the year ended 31 December 2025
(Euro 000’s) | Note | 2025 | 2024 |
| 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 | ( | |
Loss on disposal of PP&E | |||
| Impairment loss on financial | 6 | ||
| and contract assets | |||
Impairment loss on non-financial assets | |||
Reversal of Intangible Asset Impairment | 14 | ( | |
Other tax provision | 27 | ||
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 | 9 | ( | ( |
Net tax (paid)/refund | ( | ( | |
Net cash from operating activities |
(Euro 000’s) | Note | 2025 | 2024 |
| 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 | |||
Share option expense | ( | ||
Dividends paid | 12 | ( | ( |
Net cash (used in)/from financing activities | ( | ||
Net increase 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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Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Notes to the consolidated financial statements
Cross-border conversion (re-domiciliation) (2024-2025)
On 10 January 2025, the Company
successfully completed a cross-
border conversion, resulting in its
re-domiciliation from the Republic
of Cyprus to the Kingdom of Spain.
This process was carried out in
accordance with the Company’s
strategic objectives to align
its corporate structure with its
operational base in Spain.
A cross-border conversion deed was
executed on 23 December 2024 and
subsequently filed with the Spanish
Commercial Registry on 27 December
2024. Under Spanish corporate law,
the re-domiciliation became legally
effective from the date of registration
with the Spanish Commercial
Registry, i.e., 27 December 2024.
However, for administrative and
procedural purposes, the final
formalities were completed on 9
January 2025, with the official public
announcement being made on 10
January 2025. Following this change:
□ Atalaya's corporate seat was
transferred from Cyprus to Spain,
and Atalaya became a Spanish
public limited company (Sociedad
Anónima) under the laws of the
Kingdom of Spain.
□ Atalaya's registered name changed
from Atalaya Mining Plc to Atalaya
Mining Copper, S.A.
□ Atalaya's registered address
changed from 1, Lampousas Street,
1095 Nicosia, Cyprus to Paseo de las
Delicias, 1, 3, 41001, Sevilla, Spain.
The Company’s shares commenced
trading under “Atalaya Mining
Copper, S.A.” on 10 January 2025
at 8:00 am (London time) and the
nominal value of the Company’s
shares were also adjusted from 7.5p to
€0.09 per share.
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Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Proyecto Riotinto
The Company owns and operates
through a wholly owned subsidiary,
“Proyecto Riotinto”, an open-pit
copper mine located in the Iberian
Pyrite Belt, in the Andalucía region
of Spain, approximately 65 km
northwest of Sevilla. A brownfield
expansion of this mine was
completed in 2019 and successfully
commissioned by Q1 2020.
Proyecto Touro
The Group initially acquired a 10%
stake in Cobre San Rafael, S.L. (“CSR”),
the owner of Proyecto Touro, as part
of an earn-in agreement, which
was designed to enable the Group
to acquire up to 80% of the copper
project. Proyecto Touro is located
in Galicia, northwest Spain, and is
currently in the permitting process.
In July 2017, the Group announced
that it had executed the option to
acquire 10% of the share capital of
CSR, a wholly owned subsidiary of
Explotaciones Gallegas S.L. This
acquisition was part of an earn-in
agreement, structured in four phases,
allowing the Group to progressively
increase its stake in CSR up to 80%:
□ Phase 1 – The Group paid €0.5
million to secure the exclusivity
agreement and committed to
funding up to a maximum of €5.0
million to support the permitting
and financing stages.
□ Phase 2 – Upon receipt of permits,
the Group is required to pay €2.0
million to acquire an additional 30%
interest in the project (cumulative
40%).
□ Phase 3 – Once development
capital is secured and construction
commences, the Group is required
to pay €5.0 million to acquire an
additional 30% interest in the
project (cumulative 70%).
□ Phase 4 – Upon declaration of
commercial production, the
Group purchases an additional
10% interest (cumulative 80%) in
exchange for a 0.75% Net Smelter
Return royalty, with a buyback
option.
The Agreement was structured
to ensure that each phase and
corresponding payment would only
occur once the project was de-risked,
permitted, and operational.
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.
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Independent Auditor’s
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Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Following the declaration of Proyecto
Touro as a strategic industrial project
in June 2024 and subsequent
progress in the permitting process,
the Group reassessed the probability
of completion of phases 2, 3 and 4
under the earn-in agreement. As
a result of that reassessment, an
intangible asset of €16.5 million was
recognised in 2024 in accordance
with the Group’s policy on contingent
payments (Note 2.31), together
with the corresponding contingent
liabilities (Note 26).
In accordance with the Group’s policy
on non-controlling interests (Note
2.3), 20% of this intangible asset
was attributed to non-controlling
interests.
During 2024, the Group also reversed
an impairment previously recognised
in 2019 in respect of Proyecto Touro
(Note 14).
As at 31 December 2025, the
permitting process continues
under the simplified administrative
framework granted by the strategic
industrial project status. The
Company has submitted the required
sectoral reports and is awaiting
the remaining responses from the
relevant authorities. The Company
continues to engage constructively
with the XdG in relation to the
expected timeline for completion of
the administrative procedures.
In parallel, engineering and
preparatory activities have progressed
during the year, supporting the
potential future development of
the project. Drilling programmes
have continued as planned, and the
Company remains engaged with
local stakeholders and continues to
operate its water treatment plant in
the area.
Proyecto Masa Valverde
On 21 October 2020, the Company
announced that it had entered into
a definitive purchase agreement
to acquire 100% of the shares of
Cambridge Mineria España, S.L. (since
renamed Atalaya Masa Valverde,
S.L.U.), a Spanish company which fully
owns the Masa Valverde polymetallic
project located in Huelva (Spain).
Under the terms of the agreement
Atalaya will make an aggregate
€1.4 million cash payment in two
instalments of approximately the
same amount. The first payment
is to be executed once the project
is permitted and second and final
payment when first production is
achieved from the concession.
In November 2023, the exploitation
permit for the Masa Valverde and
Majadales deposits was officially
granted. Following this milestone, in
January 2024, the Company made a
payment of €0.7 million as part of the
process associated with the granted
permits.
During 2025, infill and extensional
drilling continued at the Masa
Valverde deposit, with two rigs
active during the year and additional
geotechnical drilling completed.
Drilling has primarily focused on
stockwork-style mineralisation,
which is expected to be amenable
for processing at the existing Riotinto
facilities and supports the Company’s
initial focus on the Masa Valverde
copper zones. Further infill drilling is
planned for 2026.
Masa Valverde has been granted
the two key permits required for
development, the AAU and the
exploitation permit. Development
of the access ramp is subject to final
Board approval.
Proyecto Ossa Morena
In December 2021, Atalaya announced
the acquisition of a 51% interest in Rio
Narcea Nickel, S.L., which owned nine
investigation permits. The acquisition
also provided a 100% interest in
three investigation permits that are
also located along the Ossa-Morena
Metallogenic Belt. In Q3 2022, Atalaya
increased its ownership interest in
POM to 99.9%, up from 51%, following
completion of a capital increase
that will fund exploration activities.
During 2022 Atalaya rejected eight
investigation permits.
Under the terms of the agreement,
Atalaya will pay a total of €2.5 million
in cash in three instalments and
grant a 1% net smelter return (NSR)
royalty over all acquired permits. The
first payment of €0.5 million was
made following execution of the
purchase agreement. The second
and third instalments of €1 million
each will become payable upon
receipt of the environmental impact
statement (EIS) and the final mining
permits for any project within the
acquired investigation permits. These
outstanding instalments are disclosed
as a non-current payable to the sellers
(Note 26).
During 2025, exploration activities
continued at the Alconchel-Pallares
copper-gold project. A step-out
drilling programme was underway
during the year, and three drill holes
were completed in the third quarter
of 2025. Drilling is expected to
commence at the Guijarro-Chaparral
gold-copper project in the coming
weeks.
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Independent Auditor’s
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Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Proyecto Riotinto East
In December 2020, Atalaya entered into a Memorandum
of Understanding with a local private Spanish company
to acquire a 100% beneficial interest in three investigation
permits (known as Peñas Blancas, Cerro Negro and Herreros
investigation permits), which cover approximately 12,368
hectares and are located immediately east of Proyecto
Riotinto. After a short drilling campaign, the Los Herreros
investigation permit was rejected in June 2022. Proyecto
Riotinto East consists of the remaining two investigation
permits, Peñas Blancas and Cerro Negro, totalling 10,016
hectares.
During 2025, exploration activities progressed across the East
Belt extension. Gravimetric ground surveys were completed
to better define future drill targets, and soil geochemistry
works were finalised at selected areas. As a result of these
programmes, several coincident gravity and geochemical
targets were outlined at Cerro Negro and Peñas Blancas.
Drilling is expected to commence at the Cerro Negro and
Peñas Blancas permits in the coming weeks.
Skellefte Belt Project and Rockliden Project
In November 2024, the Group entered into agreements
with Mineral Prospektering i Sverige AB in relation to the
Skellefte Belt Project and the Rockliden Project, both
situated in well-established volcanogenic massive sulphide
districts renowned for their mineral resource potential. In
2025, a total of €4.3 million (2024: €1.2 million) in funding
was provided to MPS in relation to preparatory work for the
planned winter drilling campaigns and to compensate for
certain past expenditures incurred by MPS (Note 15). As these
projects remain in the early exploration stage and are still
far from obtaining operating mining permits, these impacts
have been recorded directly in the comprehensive income
statement for the financial year.
Overview of assets by mining projects
The following table presents the allocation of assets across the Company's mining operations,
distinguishing between mining assets, which include exploration, development, and
production-related investments, and non-mining assets, covering infrastructure, equipment,
and other supporting assets.
| Net book value | Proyecto | Proyecto | Proyecto Masa | Proyecto | Proyecto | Total |
| (€'000) | Touro | Ossa Morena | Valverde | Riotinto | Riotinto East | |
Mining assets | 36,432 | 2,101 | 8,685 | 474,522* | 450 | 522,190 |
Non-mining assets | - | - | - | 458 | - | 458 |
Total | 36,432 | 2,101 | 8,685 | 474,980 | 450 | 522,648 |
* €22.1m related to E-LIX Project, see Note 13.
Composition of the Group
The name and shareholding of the entities included in the Group in these financial statements are:
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 |
Notes
1. Cobre San Rafael, S.L. is the entity which holds the mining rights of the Proyecto Touro. The Group has control in the management
of Cobre San Rafael, S.L., including one of the two Directors, management of the financial books.
2. The effective proportion of shares held as at 31 December 2025 and 31 December 2024 remained unchanged.
3. Recursos Cuenca Minera is a joint venture with ARM, see Note 16.
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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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Land and buildings | UOP |
Deferred mining costs | UOP |
Plant and equipment | UOP |
| Other assets: Furniture/fixtures/ | 5 – 10 |
| office equipment/Motor vehicles | years |
Right of use assets (IFRS 16) | UOP |
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Administrative concessions | UOP |
Mining rights | UOP |
| Development costs | Straight-line, over the estimated useful life |
| of the project, not exceeding 5 years | |
Licences and trademarks | Straight-line, 2 to 10 years |
Computer software | Straight-line at an annual rate of 15% |
Other intangible assets | Straight-line, 3 to 10 years |
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3.1 Financial risk factors
The Group manages its exposure
to key financial risks in accordance
with its financial risk management
policy. The objective of the policy is
to support the delivery of the Group’s
financial targets while protecting
future financial security. The main
risks that could adversely affect the
Group’s financial assets, liabilities
or future cash flows are market
risks comprising: commodity price
risk, interest rate risk and foreign
currency risk; liquidity risk and credit
risk; operational risk, compliance
risk and litigation risk. Management
reviews and agrees policies for
managing each of these risks that are
summarised below.
The Group’s senior management
oversees the management of
financial risks. The Group’s senior
management is supported by the AC
that advises on financial risks and the
appropriate financial risk governance
framework for the Group. The AC
provides assurance to the Group’s
senior management that the Group’s
financial risk-taking activities are
governed by appropriate policies and
procedures and that financial risks are
identified, measured and managed in
accordance with the Group’s policies
and risk objectives. Currently, the
Group does not apply any form of
hedge accounting.
3. Financial Risk Management and Critical accounting
estimates and judgements
| Carrying | Contractual | Less than 3 | Between | Between | Between | Over | |
| (Euro 000’s) | amounts | cash flows | months | 3-12 months | 1-2 years | 2-5 years | 5 years |
| 31 Dec 2025 | |||||||
Lease liability | 4,473 | 4,793 | - | 654 | - | 2,615 | 1,524 |
Other financial liabilities | 44,346 | 44,346 | 1,266 | 37,374 | 5,706 | - | - |
Non-current payables | 12,506 | 13,850 | - | - | - | 11,850 | 2,000 |
Trade and other payables | 99,552 | 99,552 | 48,065 | 51,432 | 55 | - | - |
160,877 | 162,541 | 49,331 | 89,460 | 5,761 | 14,465 | 3,524 |
| 31 Dec 2024 | |||||||
Lease liability | 3,801 | 4,323 | - | 519 | 519 | 1,556 | 1,729 |
Other financial liabilities | 17,787 | 18,983 | 1,519 | 6,015 | 5,670 | 5,779 | - |
Non-current payables | 12,492 | 13,750 | - | - | 750 | 11,000 | 2,000 |
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 |
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(Euro 000’s) | 2025 | 2024 |
| Financial assets | ||
Financial assets at amortised cost | 192,178 | 132,096 |
Financial assets at FV through in OCI | 62 | - |
| Financial assets at FV | 9,725 | - |
| through profit or loss | 201,965 | 132,096 |
| Financial liabilities | ||
Financial liabilities at amortised cost | 159,004 | 121,665 |
(Euro 000’s) | (+5%) | (-5%) |
| Effect on profit before tax for the year | 18,890 | (18,890) |
| ended 31 Dec 2025 increase/(decrease) | ||
| Effect on profit before tax for the year | 20,364 | (20,364) |
| ended 31 Dec 2024 increase/(decrease) | ||
| Effect on equity for the year ended | 15,490 | (15,490) |
| 31 Dec 2025 increase/(decrease) | ||
| Effect on equity for the year ended | 16,698 | (16,698) |
| 31 Dec 2024 increase/(decrease) |
(Euro 000’s) | 2025 | 2024 |
| USD | ||
Cash and cash equivalents | 61,262 | 15,513 |
Trade and other receivables | 21,254 | 10,769 |
82,516 | 26,282 | |
| GBP | ||
Cash and cash equivalents | 142 | 70 |
| CHF | ||
Trade and other receivables | 161 | - |
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| Increase/(decrease) in copper prices | Increase $0.05/lb | Decrease $0.05/lb |
| (Euro 000’s) | (2024: $0.05) | (2024: $0.05) |
| Effect on profit before tax for the year | 7,060 | (7,060) |
| ended 31 Dec 2025 increase/(decrease) | ||
| Effect on profit before tax for the year | 5,012 | (5,012) |
| ended 31 Dec 2024 increase/(decrease) | ||
| Effect on equity for the year ended | 5,789 | (5,789) |
| 31 Dec 2025 increase/(decrease) | ||
| Effect on equity for the year ended | 4,110 | (4,110) |
| 31 Dec 2024 increase/(decrease) |
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| Stage 1 | Stage 2 | Stage 3 | |
| (Euro 000’s) | (12-months ECL) | (Lifetime ECL) | (Credit) |
| 31 December 2025 | |||
Cash and cash equivalents | 166,306 | – | – |
Loans (impaired) | 20 | – | (2,726) |
| Trade and other financial | 24,689 | – | (21,418) |
| receivables (impaired) | |||
Other financial assets | 1,163 | – | – |
192,178 | - | (24,144) | |
| 31 December 2024 | |||
Cash and cash equivalents | 52,878 | - | - |
Loans | 2,627 | - | - |
Trade and other financial receivables | 70,115 | - | - |
Other financial assets | 1,124 | - | - |
(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
Unrestricted cash and cash equivalents at Group level | 146,505 | 43,184 |
Unrestricted cash and cash equivalents at Operation level | 19,801 | 9,694 |
Consolidated cash and cash equivalents | 166,306 | 52,878 |
Net cash position | 121,960 | 35,091 |
Working capital surplus | 93,822 | 44,728 |
(Euro 000’s) | 2025 | 2024 |
| Non-current financial assets | ||
Non-current loans | 9,834 | 2,768 |
Non-current deposits | 902 | 611 |
10,736 | 3,379 | |
| Current financial assets | ||
Current loans | 20 | 5,352 |
Current receivables | 21,668 | 11,458 |
21,688 | 16,810 | |
Total | 32,424 | 20,189 |
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(Euro 000’s) | 2025 | 2024 |
| Variable rate instruments | ||
Financial assets | 166,306 | 52,878 |
(Euro 000’s) | 2025 | 2024 |
| Variable rate instruments | ||
Equity | 1,663 | 529 |
Profit or loss | 1,663 | 529 |
(d) Operational risk
Operational risk is the risk that
derives from the deficiencies
relating to the Group’s information
technology and control systems
as well as the risk of human error
and natural disasters. The Group’s
systems are evaluated, maintained
and upgraded continuously
(e) Compliance risk
Compliance risk is the risk of
financial loss, including fines
and other penalties, which arises
from non compliance with laws
and regulations. The Group has
systems in place to mitigate this
risk, including seeking advice from
external legal and regulatory advisors
in each jurisdiction.
(f) Litigation risk
Litigation risk is the risk of financial
loss, interruption of the Group’s
operations or any other undesirable
situation that arises from the
possibility of non execution or
violation of legal contracts and
consequentially of lawsuits. The risk
is restricted through the contracts
used by the Group to execute its
operations.
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(Euro 000’s) | Level 1 | Level 2 | Level 3 | Total |
| 31 December 2025 | ||||
| Other current financial assets | ||||
Financial assets at FV through OCI | 62 | - | 1,101 | 1,163 |
Financial assets at FV through P&L (*) | - | - | 9,725 | 9,725 |
| Trade and other receivables | ||||
Receivables (subject to provisional pricing) | - | 21,254 | - | 21,254 |
Total | 62 | 21,254 | 10,826 | 32,142 |
| 31 December 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 |
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(Million of Euro) | Incremental Cash Flows |
Low Range | 10.1 |
Base Case | 10.9 |
High Range | 13.4 |
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(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
Total liabilities less cash | 33,526 | 104,433 |
Total equity (excluding NCI) | 589,870 | 516,384 |
Total capital | 623,396 | 620,187 |
Gearing ratio | 5.38% | 16.82% |
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(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.
Exposure to Variable Returns
□ Atalaya bears financial risks
through contractual obligations
that require it to absorb Cobre San
Rafael, S.L.’s losses, exceeding its
initial ownership percentage.
□ The Group provides funding and
financial support to maintain the
subsidiary’s operations, reinforcing
its economic exposure.
Control and Increased Consolidation
Up to 80%
□ Under IFRS 10, control is
determined by power over the
entity, exposure to variable returns,
and the ability to affect those
returns.
□ Due to Atalaya’s contractual rights,
financial obligations, and decision-
making authority, management
has determined that the Group
exercises control over Cobre San
Rafael, S.L.
□ As a result, the Group has elected
to consolidate up to 80% of its
interest, in line with its milestone-
based acquisition framework,
which allows for an increase in
ownership over time.
Contingent Liabilities Related to
Cobre San Rafael
In addition to the consolidation
judgement, the Group evaluated
whether any contingent liabilities
exist in relation to Cobre San Rafael
or other entities. Under IAS 37 –
Provisions, Contingent Liabilities
and Contingent Assets, a contingent
liability arises when a past event
creates a possible obligation, but its
settlement depends on uncertain
future events outside the Group’s
control.
As of 31 December 2025, the Group
does not have any significant
contingent liabilities other than
those related to Cobre San Rafael.
The main risks associated with
CSR include potential legal and
environmental obligations related to
Proyecto Touro’s permitting process,
which remain subject to ongoing
regulatory developments.
Management continues to assess
whether any additional provisions
or contingent liabilities should
be recognised, considering legal,
regulatory, and operational risks
affecting the Group’s interests.
CRITICAL ACCOUNTING JUDGEMENTS
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(b) Capitalisation of exploration
and evaluation costs
Under the Group’s accounting
policy, exploration and evaluation
expenditure is not capitalised until
the point is reached at which there
is a high degree of confidence
in the project’s viability, and it is
considered probable that future
economic benefits will flow to the
Group. Subsequent recovery of the
resulting carrying value depends on
successful development or sale of
the undeveloped project. If a project
proves to be unviable, all irrecoverable
costs associated with the project net
of any related impairment provisions
are written off.
Judgement is required to determine
when exploration and evaluation
costs should be capitalised. The
Group only capitalises expenditure
once there is a high degree of
confidence in a project’s viability,
and future economic benefits are
considered probable. Until this point,
costs are expensed.
c) Classification of financial
instruments
Financial assets are classified, at
initial recognition, and subsequently
measured at amortised cost, fair value
through OCI, or fair value through
profit or loss.
under IFRS 9 and, where applicable,
IAS 32.
(d) Stripping costs
The Group incurs waste removal
costs (stripping costs) during the
development and production phases
of its surface mining operations.
Furthermore, during the production
phase, stripping costs are incurred in
the production of inventory as well
as in the creation of future benefits
by improving access and mining
flexibility in respect of the orebodies
to be mined, the latter being referred
to as a stripping activity asset.
Judgement is required to distinguish
between the development and
production activities at surface mining
operations.
The Group is required to identify the
separately identifiable components
or phases of the orebodies for each
of its surface mining operations.
Judgement is required to identify and
define these components, and also
to determine the expected volumes
(tonnes) of waste to be stripped and
ore to be mined in each of these
components. These assessments
may vary between mines because
the assessments are undertaken for
each individual mine and are based
on a combination of information
available in the mine plans, specific
characteristics of the orebody, the
milestones relating to major capital
investment decisions and the type
and grade of minerals being mined.
Judgement is also required to identify
a suitable production measure that
can be applied in the calculation and
allocation of production stripping
costs between inventory and the
stripping activity asset. The Group
considers the ratio of expected
volume of waste to be stripped for
an expected volume of ore to be
mined for a specific component of
the orebody, compared to the current
period ratio of actual volume of waste
to the volume of ore to be the most
suitable measure of production.
These judgements and estimates
are used to calculate and allocate
the production stripping costs to
inventory and/or the stripping activity
asset(s). Furthermore, judgements
and estimates are also used to apply
the units of production method in
determining the depreciable lives of
the stripping activity asset(s).
(e) Contingent liabilities
A contingent liability arises where a
past event has taken place for which
the outcome will be confirmed only
by the occurrence or non-occurrence
of one or more uncertain events
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outside of the control of the Group, or
a present obligation exists but is not
recognised because it is not probable
that an outflow of resources will be
required to settle the obligation.
A provision is made when a loss to
the Group is likely to crystallise. The
assessment of the existence of a
contingency and its likely outcome,
particularly if it is considered that a
provision might be necessary, involves
significant judgement taking all
relevant factors into account.
(f) Impairment of assets
Events or changes in circumstances
can give rise to significant impairment
charges or impairment reversals in a
particular year. The Group assesses
each Cash Generating Unit (CGU)
annually to determine whether any
indications of impairment exist. If it
was necessary management could
contract independent expert to value
the assets. Where an indicator of
impairment exists, a formal estimate
of the recoverable amount is made,
which is considered the higher of the
fair value less cost to sell and value-in-
use. An impairment loss is recognised
immediately in net earnings (Note 13).
These assessments require the
use of estimates and assumptions
such as commodity prices, discount
rates, future capital requirements,
exploration potential and operating
performance. Fair value is determined
as the price that would be received
to sell an asset or paid to transfer
a liability in an orderly transaction
between market participants at the
measurement date. Fair value for
mineral assets is generally determined
as the present value of estimated
future cash flows arising from the
continued use of the asset, which
includes estimates such as the cost of
future expansion plans and eventual
disposal, using assumptions that an
independent market participant may
take into account. Cash flows are
discounted at an appropriate discount
rate to determine the net present
value. For the purpose of calculating
the impairment of any asset,
management regards an individual
mine or works site as a CGU.
Although management has made
its best estimate of these factors, it
is possible that changes could occur
in the near term that could adversely
affect management’s estimate of the
net cash flow to be generated from its
projects.
The assessment of impairment
indicators and the recoverable
amount of assets requires
management to estimate future
cash flows, discount rates, and
market conditions. After performing
sensitivity calculations, a 10% decrease
in copper prices would not result in an
impairment charge.
(g) Classification of share-based
payment arrangements
The amendment to the LTIP 2020
approved by the Board of Directors in
May 2025 introduced a discretionary
mechanism allowing the settlement
of certain option exercises in cash
instead of issuing equity instruments.
This mechanism applies exclusively
to options exercised by non-C-
Suite employees and is subject to a
maximum aggregate cash settlement
limit of €3 million approved by the
Board.
The classification of these awards
requires judgement in determining
whether the Group has incurred a
present obligation to settle in cash in
accordance with IFRS 2.41.
In making this assessment,
management considered the
following factors:
□ The contractual terms of the
amended LTIP 2020 plan.
□ The authorisations granted by
the Board of Directors and the
cumulative limits approved for cash
settlement during 2025.
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4. Segments
Segments
The Group has only one distinct
business segment, that being mining
operations, which includes mineral
exploration and development.
Copper concentrates produced by the
Group are sold to three offtakers as
per the relevant offtake agreement
(Note 31.3).
(Euro 000’s) | 2025 | 2024 |
| Revenue – from external customers | ||
Switzerland | 276,975 | 256,243 |
Singapore | 205,422 | 69,676 |
Spain | 518 | 878 |
Total | 482,915 | 326,797 |
(Euro 000’s) | 2025 | 2024 |
| Revenue – from external customers | ||
Cyprus | 36,488 | 25,404 |
Spain | 446,427 | 301,393 |
Total | 482,915 | 326,797 |
(Euro 000’s) | 2025 | 2024 |
| Non-current assets | ||
Spain | 522,648 | 479,241 |
Total | 522,648 | 479,241 |
2025 | 2024 | ||
| Offtaker 1 | Segment | Copper | Copper |
€’000 | 205,422 | 69,676 | |
| Offtaker 2 | Segment | Copper | Copper |
€’000 | 91,875 | 91,849 | |
| Offtaker 3 | Segment | Copper | Copper |
€’000 | 131,840 | 164,394 |
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(Euro 000’s) | 2025 | 2024 |
Revenue from contracts with customers1 | 474,863 | 341,787 |
Price finalisation adjustments on provisionally priced sales | 2,372 | - |
Fair value (loss)/gain relating to provisional pricing within sales2 | 5,209 | (15,868) |
Other income3 | 471 | 878 |
Total revenue | 482,915 | 326,797 |
(Euro 000’s) | 2025 | 2024 |
Operating costs** | 234,707 | 197,793 |
Care and maintenance expenditure | 13,008 | 16,723 |
Exploration expenses | 7,621 | 4,975 |
Employee benefit expense (Note 7) | 27,875 | 27,868 |
Compensation of Directors and key management personnel | 3,261 | 2,397 |
Auditors’ remuneration – audit (Note 32) | 332 | 401 |
Other accountants’ remuneration | 848 | 1,291 |
Consultants’ remuneration | 1,690 | 1,775 |
Depreciation of property, plant and equipment (Note 13) | 42,718 | 39,658 |
Amortisation of intangible assets (Note 14) | 4,802 | 3,907 |
Share option-based employee benefits (Note 24) | 7,009 | 1,379 |
Shareholders’ communication expense | 113 | 125 |
On-going listing costs | 357 | 1,114 |
Legal costs | 769 | 368 |
Public relations and communication development | 1,740 | 963 |
Rents (Note 28) | 7,230 | 5,492 |
Other expenses and provisions | 627 | (1,841) |
Reversal of impairment losses (*) (Note 14) | - | (6,948) |
Impairment loss on trade receivables and contract assets | 21,418 | 1,205 |
Total | 376,125 | 298,645 |
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(Euro 000’s) | 2025 | 2024 |
Wages and salaries | 20,516 | 20,430 |
Social security and social contributions | 6,642 | 6,613 |
Employees’ other allowances | 19 | 24 |
Bonus to employees | 698 | 801 |
Total | 27,875 | 27,868 |
Average | At year-end | |||
| Number of employees | 2025 | 2024 | 2025 | 2024 |
Spain – Full time | 478 | 492 | 480 | 490 |
Spain – Part time | 27 | 3 | 34 | 3 |
Cyprus – Full time | 1 | 1 | 1 | 1 |
Cyprus – Part time | 2 | 2 | 2 | 2 |
United Kingdom – Full time | 1 | - | 1 | 1 |
Total | 509 | 498 | 518 | 497 |
(Euro 000’s) | 2025 | 2024 |
| Interest expense: | ||
Interest payable for borrowings | 583 | 1,131 |
Interest expense on lease liabilities | 21 | 30 |
Unwinding of discount on mine rehabilitation provision (Note 27) | 796 | 828 |
Impairment and gains/(losses) on disposal of financial instruments | 2,726 | - |
Total | 4,126 | 1,989 |
(Euro 000’s) | 2025 | 2024 |
Net foreign exchange gain/(loss) included in other gain/(losses) | (6,263) | 3,090 |
| Total net foreign exchange gain/(losses) recognised | (6,263) | 3,090 |
| in profit before income tax for the period |
(Euro 000’s) | 2025 | 2024 |
Financial interest | 1,834 | 1,887 |
Other received interest | - | - |
Total | 1,834 | 1,887 |
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10. Tax
(Euro 000’s) | 2025 | 2024 |
Current income tax charge | 17,646 | 2,732 |
| Deferred tax income relating to the origination | (2,725) | (6,297) |
| of temporary differences (Note 17) | ||
Deferred tax expense relating to reversal of temporary differences (Note 17) | 1,979 | 2,528 |
Total | 16,900 | (1,037) |
The tax on the Group’s results before tax differs from the theoretical amount that
would arise using the applicable tax rates as follows:
(Euro 000’s) | 2025 | 2024 |
Accounting profit before tax | 102,263 | 31,523 |
Tax calculated at the applicable tax rates of the Company – 25% Spain (2024: 12.5% Cyprus) | 25,566 | 7,881 |
Tax effect of expenses not deductible for tax purposes | - | |
Tax effect of tax loss for the year | 1,052 | 4,018 |
Tax effect of allowances and income not subject to tax | (9,215) | (5,769) |
Effect of lower tax rates in other jurisdictions of the Group | 242 | (2,921) |
Tax effect of tax losses brought forward | - | - |
Deferred tax (Note 17) | (745) | (4,246) |
Tax (credit)/charge | 16,900 | (1,037) |
Country | Years |
Spain | 2022-2025 |
Cyprus | 2020-2025 |
United Kingdom | 2020-2025 |
Dividends proposed by the Parent
Company after the reporting date do not
give rise to income tax consequences for
the Group.
The Group has tax refundable as at 31
December 2025 €2.8 million (2024: €nil).
Tax losses carried forward
As at 31 December 2025, the Group had
tax losses carried forward amounting to
€7.2 million from the Spanish subsidiaries.
Applicable tax
With regard to taxation and, in
particular, income tax, the Group is
subject to the regulations of several
tax jurisdictions due to the broad
geographical activities carried out
by the companies comprising the
Group. For this reason, the Group
effective tax rate is shaped by the
breakdown of earnings obtained
in each of the countries where it
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11. Earnings per share
The calculation of the basic and diluted earnings per
share attributable to the ordinary equity holders of
the Company is based on the following data:
(Euro 000’s) | 2025 | 2024 |
Parent Company | (24,703) | (2,468) |
Subsidiaries | 110,280 | 34,206 |
| Profit attributable to equity | 85,577 | 31,738 |
| holders of the parent | ||
| Weighted number of ordinary | ||
| shares for the purposes of basic | 140,759 | 140,404 |
| earnings per share (‘000) | ||
| Basic earnings per share | 60.8 | 22.6 |
| (EUR cents/share) | ||
| Weighted number of ordinary | ||
| shares for the purposes of diluted | 146,884 | 145,457 |
| earnings per share (‘000) | ||
| Diluted earnings per share | 58.3 | 21.8 |
| (EUR cents/share) |
At 31 December 2025 there are nil warrants and
6,026,334 options (Note 23) (31 December 2024: nil
warrants and 5,423,666 options) which have been
included when calculating the weighted average
number of shares for FY2025.
12. Dividends
Cash dividends declared and paid during the year:
(Euro 000’s) | 2025 | 2024 |
Final Dividends declared and paid | 3,871 | 5,243 |
Interim Dividends declared and paid | 6,193 | 5,063 |
Total | 10,064 | 10,306 |
Fully paid ordinary shares carry one vote per share
and carry the right to dividends.
FY2024
A final dividend of US$0.0 3 per ordinary share
was proposed on 17 March 2025 for approval by
shareholders at the 2025 AGM, which gave a total
dividend for 2024 of US$0.07 per share. Following
the approval of Resolution 11 by the Company’s
shareholders at the 2025 AGM, which took place on
24 June 2025, the final dividend which (based on as
exchange rates used for conversion after the record
date) amounted to €5.2 million was approved and
the dividend was paid on 23 July 2025.
FY2025
On 11 August 2025, the Company’s Board of
Directors elected to declare an interim dividend
of €0.044 (or US$0.0510 or £0.0380) per share. The
interim dividend was paid on 10 October 2025.
A final dividend of €0 .065 per share has been
proposed for approval by shareholders at the 2026
Annual General Meeting. If approved, this would
give a total dividend for 2025 of €0.109 per share.
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| Land and | Right of use | Plant and | Assets under | Deferred | Other | ||
| 2025 (Euro 000’s) | buildings | assets 5 | equipment | construction 3 | mining costs 2 | assets 1 | Total |
| Cost | |||||||
At 1 January 2025 | 86,452 | 6,928 | 340,516 | 100,448 | 73,974 | 980 | 609,298 |
Additions 7 | 459 | 1,237 | 836 | 47,549 | 22,084 | - | 72,165 |
Increase in rehab. provision (Note 27) | 116 | - | - | - | - | - | 116 |
Reclassifications 4 | - | - | 2,895 | 7,013 | - | 19 | 9,927 |
Other transfer | - | - | - | - | - | - | - |
Changes in rehab. provision | (775) | - | - | - | - | - | (775) |
Disposals | - | - | - | (14) | - | (24) | (38) |
31 Dec 2025 | 86,252 | 8,165 | 344,247 | 154,996 | 96,058 | 975 | 690,693 |
| Depreciation | |||||||
At 1 January 2025 | 30,894 | 2,971 | 140,876 | - | 24,718 | 807 | 200,266 |
Charge for the year 6 | 5,370 | 562 | 28,356 | - | 8,378 | 52 | 42,718 |
Write-off | - | - | - | - | - | (20) | (20) |
31 Dec 2025 | 36,264 | 3,533 | 169,232 | - | 33,096 | 839 | 242,964 |
Net book value at 31 December 2025 | 49,989 | 4,632 | 175,015 | 154,996 | 62,962 | 136 | 447,729 |
| Land and | Right of use | Plant and | Assets under | Deferred | Other | ||
| 2024 (Euro 000’s) | buildings | assets 5 | equipment | construction 3 | mining costs 2 | assets 1 | Total |
| Cost | |||||||
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 | 233 | - | 332 | 52,801 | 9,902 | - | 63,268 |
Increase in rehab. provision (Note 27) | 3,274 | - | - | - | - | - | 3,274 |
Reclassifications | - | - | 21,050 | (21,969) | - | 29 | (890) |
Other transfer | (572) | - | - | (2,586) | - | - | (3,158) |
Write-off | - | (148) | - | - | - | - | (148) |
Advances | - | - | - | 1,601 | - | - | 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 | 6,192 | 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 December 2024 | 55,558 | 3,957 | 199,640 | 100,448 | 49,256 | 173 | 409,032 |
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Description | Caption | Note | Net Asset Value (€k) | |
31 Dec 2025 | 31 Dec 2024 | |||
Pilot Plant | Non-current loan | 19 | - | 2,627 |
| Industrial Plant | Non-current receivables | 20 | - | 29,662 |
| (prepayment) | ||||
Industrial Plant | PPE | 13 | 22,118* | 12,978 |
Convertible Loan | Non-current loan | 19 | 9,725 | 5,332 |
31,823 | 50,619 |
| Net Asset | ||||
| Value at 31 | Value at 31 | |||
| Nature of the Asset | Dec 2025 | Impairment | December | |
| Description | (recoverability) | (€k) | (€k) | 2025 (€k) |
| Repayments from | ||||
| Pilot Plant | operational cash flow | 2,726 | (2,726) | - |
| from the Industrial Plant | ||||
| Repayments depends on | ||||
| Industrial | the use of the technology | 21,418 | (21,418) | - |
| Plant – Loan | and operation in the | |||
| Industrial Plant | ||||
| Industrial | Recoverable asset through | |||
| Plant - PPE | alternative use in Atalaya’s | 22,098 | - | 22,098 |
| processing plant1 | ||||
| Convertible | Recoverable by 20% of equity | 9,725 | - | 9,725 |
| Loan | in the E-LIX technology | |||
55,967 | (24,144) | 31,823 |
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| Licences, R&D | Other intangible | ||||
2025 (Euro 000’s) | Permits (1) | and Software | assets | Total | |
| Cost | |||||
At 1 January 2025 | 78,071 | 1,810 | 27,847 | 107,728 | |
Additions | 400 | 10 | 9,07 | 3(2) | 9,483 |
Reclassification | 52 | 28 | (51) | 29 | |
31 Dec 2025 | 78,523 | 1,848 | 36,869 | 117,240 | |
| Amortisation | |||||
At 1 January 2025 | 35,958 | 1,561 | - | 37,519 | |
Charge for the year | 4,771 | 31 | - | 4,802 | |
31 Dec 2025 | 40,729 | 1,592 | - | 42,321 | |
Net book value at 31 December 2025 | 37,794 | 256 | 36,869 | 74,919 |
| Licences, R&D | Other intangible | |||
2024 (Euro 000’s) | Permits (1) | and Software | assets | Total |
| Cost | ||||
At 1 January 2024 | 81,199 | 8,758 | - | 89,957 |
Additions | - | - | 17,771(3) | 17,771 |
Reclassification | (3,128) | (6,948) | 10,076 | - |
31 Dec 2024 | 78,071 | 1,810 | 27,847 | 107,728 |
| Amortisation | ||||
At 1 January 2025 | 32,080 | 8,480 | - | 40,560 |
Charge for the year | 3,878 | 29 | - | 3,907 |
Reversal of impairment losses(4) | - | (6,948) | - | (6,948) |
31 Dec 2024 | 35,958 | 1,561 | - | 37,519 |
Net book value at 31 December 2024 | 42,113 | 249 | 27,847 | 70,209 |
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(Euro 000’s) | 2025 | 2024 |
| Opening balance | - | - |
| as of 1 January | ||
Additions during the year | - | 1,205 |
Impairment losses | - | (1,205) |
Closing balance as of 31 December | - | - |
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16. Investment in joint venture
| Effective proportion | |||
| Company | Country of | of shares held at 31 | |
name | Principal activities | incorporation | December 2015 |
| Recursos Cuenca | Exploitation of tailing dams | Spain | 50% |
| Minera S.L. | and waste areas resources |
In 2012, ARM initiated a 50/50 joint venture with Rumbo to assess and leverage
the potential of class B resources within the tailings dam and waste areas at
Proyecto Riotinto. Pursuant to the joint venture agreement, ARM served as the
operator and reimbursed Rumbo for the expenses linked to the classification
application for the Class B resources. ARM covered the initial expenses for a
feasibility study, with a maximum funding limit of €2.0 million. Subsequent
costs were shared by the joint venture partners in accordance with their
respective ownership interests.
The Group’s significant aggregate amounts in respect of the joint venture are as
follows:
(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
Intangible assets | 94 | 94 |
Trade and other receivables | 4 | 4 |
Cash and cash equivalents | 15 | 15 |
Trade and other payables | (114) | (115) |
Net assets | (1) | 2 |
Revenue | - | - |
Expenses | - | - |
Net profit/(loss) after tax | - | - |
| Consolidated statement | Consolidated | |||
| (Euro 000’s) | of financial position | income statement | ||
Deferred tax asset | 2025 | 2024 | 2025 | 2024 |
At 1 January | 15,085 | 11,282 | - | - |
| Deferred tax income relating to the origination | 2,725 | 6,297 | (2,725) | (6,297) |
| of temporary differences (Note 10) | ||||
Deferred tax asset due to losses available against future taxable income overprovision previous years | - | 34 | - | |
| Deferred tax expense relating to reversal | (1,970) | (2,528) | 1,970 | 2,528 |
| of temporary differences (Note 10) | ||||
At 31 December | 15,840 | 15,085 | ||
Deferred tax income/(expense) (Note 10) | (755) | (3,769) | ||
18. Inventories
As at 31 December 2025, copper
concentrate produced and not sold
amounted to 4,050 tonnes (FY2024:
21,815 tonnes), due to timing on
shipments. Accordingly, the inventory
for copper concentrate was €3.8 million
(FY2024: €19.7 million). During the year
2025 the Group recorded cost of sales
amounting to €280.2 million (FY2024:
€242.2 million).
Materials and supplies relate mainly to
machinery spare parts. Work in progress
represents ore stockpiles, which is ore
that has been extracted and is available
for further processing.
(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
Finished products | 3,799 | 19,732 |
Materials and supplies | 25,087 | 25,540 |
Work in progress | 1,985 | 3,890 |
30,871 | 49,162 |
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(Euro 000’s) | 2025 | 2024 |
| Non-current loans | ||
Loans | 12,451 | 2,627 |
Impairment loss on loans | (2,726) | - |
9,725 | 2,627 | |
| Current loans | ||
Loans | 20 | 5,352 |
20 | 5,352 |
(Euro 000’s) | 2025 | 2024 |
| Non-current trade and other receivables | ||
Deposits | 902 | 611 |
Loans | 109 | 141 |
Prepayments for service contract1 | - | 29,662 |
Other non-current receivables | 111 | 2,838 |
1,122 | 33,252 | |
| Current trade and other receivables | ||
Trade receivables at fair value – subject to provisional pricing | 5,484 | 9,727 |
| Trade receivables from shareholders at fair value | 15,770 | 1,042 |
| – subject to provisional pricing (Note 31.5) | ||
Deposits | 35 | 35 |
VAT receivable | 12,739 | 20,898 |
Tax advances | 71 | - |
Prepayments | 4,736 | 4,507 |
Other current assets | 2,278 | 654 |
41,113 | 36,863 | |
Allowance for expected credit losses | - | - |
Total trade and other receivables | 42,235 | 70,115 |
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(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
Financial asset at fair value through OCI (see (a) below) | 1,162 | 1,124 |
Total current | 61 | 23 |
Total non-current | 1,101 | 1,101 |
(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
At 1 January | 1,124 | 1,131 |
Fair value change recorded in equity (Note 24) | 38 | (7) |
At 31 December | 1,162 | 1,124 |
| Effective proportion | |||
| Company | Country of | of shares held at 31 | |
name | Principal activities | incorporation | December 2015 |
| Explotaciones | |||
| Gallegas del | Exploration company | Spain | 12.5% |
| Cobre S.L. | |||
| KEFI Minerals Plc | Exploration and development | UK | 0.04% |
| mining company listed on AIM | |||
| Prospech | Exploration company | Australia | 0.09% |
| Limited |
(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
Unrestricted cash and cash equivalents at Group level | 146,505 | 43,184 |
Unrestricted cash and cash equivalents at Operation level | 19,801 | 9,694 |
Consolidated cash and cash equivalents | 166,306 | 52,878 |
(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
Euro – functional and presentation currency | 104,902 | 37,299 |
Great Britain Pound | 142 | 70 |
United States Dollar | 61,262 | 15,509 |
166,306 | 52,878 |
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| Shares | Share Capital | Share premium | Total | |||
Issue Date | Price (£) | Details | 000’s | €'000 | €'000 | €'000 |
| 1 January 2024 | 140,759 | 12,668 | 321,856 | 334,524 | ||
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-24 | 140,759 | 12,668 | 321,856 | 334,524 | ||
At 31 December 2024 | 140,759 | 12,668 | 321,856 | 334,524 | ||
1 January 2025 | 140,759 | 12,668 | 321,856 | 334,524 | ||
At 31 December 2025 | 140,759 | 12,668 | 321,856 | 334,524 |
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| Share | Bonus | Depletion | FV reserve of financial | Non-distributable | Distributable | ||
| (Euro 000’s) | option | share | factor1 | assets at FVOCI2 | reserve3 | reserve4 | Total |
1 Jan 2024 | 11,026 | 208 | 37,778 | (1,156) | 8,316 | 14,291 | 70,463 |
Recognition of depletion factor | - | - | 8,949 | - | - | - | 8,949 |
Recognition of non-distributable reserve | - | - | - | - | 142 | - | 142 |
Recognition of distributable reserve | - | - | - | - | - | 7,848 | 7,848 |
Recognition of share-based payments | 1,379 | - | - | - | - | - | 1,379 |
| Change in fair value of financial assets | - | - | - | (7) | - | - | (7) |
| at fair value through OCI (Note 21) | |||||||
Other changes in reserves | 464 | - | - | - | - | (464) | - |
31 Dec 2024/1 Jan 2025 | 12,869 | 208 | 46,727 | (1,163) | 8,458 | 21,675 | 88,774 |
Recognition of non-distributable reserve | - | - | - | - | 1 | - | 1 |
Recognition of distributable reserve | - | - | - | - | - | 13 | 13 |
Recognition of share-based payments | 428 | - | - | - | - | - | 428 |
| Change in fair value of financial assets | - | - | - | 39 | - | - | 39 |
| at fair value through OCI (Note 21) | |||||||
31 Dec 2025 | 13,297 | 208 | 46.,727 | (1,124) | 8,459 | 21,688 | 89,255 |
Grant date | Expiry date | Exercise price £ | Share options |
30 Jun 2020 | 30 Jun 2030 | 1.475 | 410,000 |
24 Jun 2021 | 23 Jun 2031 | 3.090 | 838,000 |
23 Jun 2022 | 30 Jun 2027 | 3.575 | 910,000 |
22 May 2023 | 21 May 2028 | 3.270 | 1,040,000 |
11 June 2024 | 10 Jun 2029 | 4.135 | 1,078,334 |
20 Dec 2024 | 19 Dec 2029 | 3.335 | 150,000 |
9 Jul 2025 | 9 Jul 2030 | 4.603 | 1,600,000 |
Total | 6,026,334 |
Weighted average exercise price £ | Share options | |
At 1 January 2025 | 3.343 | 5,423,666 |
Granted options during the year | 4.603 | 1,600,000 |
Options executed during the year | 3.282 | (907,333) |
Options expired during the year | 3.845 | (89,999) |
31 December 2025 | 3.676 | 6,026,334 |
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| Weighted average | Weighted average | Expected | Expected life | Risk free | Expected | Estimated | |
| GrantDate | share price £ | exercise price £ | volatility | (years) | rate | dividend yield | Fair Value £ |
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 |
9 July 2025 | 4.603 | 4.603 | 37.6% | 5 | 3.96% | 1.15% | 1.66 |
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| Maximum | ||||
| number | ||||
| of shares | Grant | Vesting | ||
Name | Role | awarded | date | schedule |
| Alberto | Chief Executive | Vesting of 3 | ||
| Lavandeira | Officer | 218,000 | 23/04/2025 | years, subject to |
| performance | ||||
| César | Chief Financial | 113,091 | 23/04/2025 | Same as above |
| Sánchez | Officer (PDMR) | |||
| Corporate | ||||
| Enrique | Institutional | 112,431 | 23/04/2025 | Same as above |
| Delgado | Adviser (Former | |||
| GM Riotinto) | ||||
| 443,522 |
(Euro 000’s) | 2025 | 2024 |
Opening balance | 2,154 | (9,104) |
Share of total comprehensive income for the year | - | 822 |
Revaluation of NCI | (214) | 10,436 |
Closing balance | 1,940 | 2,154 |
(Euro 000’s) | 2025 | 2024 |
Non-current assets | 20,284 | 15,322 |
Current assets | 1,918 | 1,636 |
Non-current liabilities | (27,148) | (21,624) |
Grants | (167) | (177) |
Current liabilities | (1,771) | (960) |
Equity | 5,803 | 9,915 |
| (Profit)/loss for the year and total comprehensive income | 1,081 | (4,112) |
Allocation of consolidated intangible assets | 3,315 | 3,315 |
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(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
| Non-current trade and other payables | ||
Other non-current payables | 12,506 | 12,492 |
Shared-based payment non-financial liability | 225 | |
Government grant | 1,411 | 1,491 |
14,142 | 13,983 | |
| Current trade and other payables | ||
Trade payables | 87,938 | 78,965 |
Trade payables to shareholders (Note 31.4) | 155 | 109 |
Share-based payment non-financial liability | 6,565 | - |
Accruals | 1,873 | 2,505 |
VAT payable | - | - |
Other | 9,586 | 8,511 |
106,117 | 90,090 |
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Average payment days to suppliers | 2025 | 2024 |
| Days | ||
Average payment days for payment to suppliers | 57 | 28 |
Ratio of transactions paid | 62 | 31 |
Ratio of transactions outstanding for payment | 28 | 15 |
| (€m) | ||
Total payments made | 259.2 | 187.8 |
Total payments made within the legal term | 160.3 | 115.3 |
Percentage over total payments | 62% | 80% |
Total payments outstanding | 44.0 | 50.8 |
| Number of invoices | ||
Number of invoices within the legal term 1 | 8,519 | 7,013 |
Percentage over total invoices | 65% | 85% |
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| Other | Rehabilitation | |||
| (Euro 000’s) | provisions | Legal costs | costs | Total |
31 Dec 2023/1 Jan 2024 | 750 | 227 | 26,691 | 27,668 |
Additions | - | 230 | - | 230 |
Use 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 2024/1 Jan 2025 | - | 395 | 29,849 | 30,244 |
Additions | 1,197 | - | 116 | 1,313 |
Use of provision | - | (150) | (819) | (969) |
Revision of estimates | - | - | (775) | (775) |
Finance cost (Note 9) | - | - | 796 | 796 |
31 Dec 2025 | 1,197 | 245 | 29,167 | 30,609 |
(Euro 000’s) | 2025 | 2024 |
Non-current | 28,764 | 29,328 |
Current | 1,845 | 916 |
Total | 30,609 | 30,244 |
| Between 1 | Between | More than | |
| (Euro 000’s) | – 5 Years | 6 – 10 Years | 10 years |
| Expected payments for rehabilitation | 6,112 | 19,304 | 3,751 |
| of the mining site, discounted |
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28. Leases
(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
| Non-current | ||
Leases | 3,834 | 3,320 |
3,834 | 3,320 | |
| Current | ||
Leases | 639 | 481 |
639 | 481 |
The Group entered into lease arrangements for the renting of land and a
warehouse which are subject to the adoption of all requirements of IFRS 16
Leases (Note 2.2). The Group has elected not to recognise right of use assets and
lease liabilities for short-term leases that have a lease term of 12 months or less
and leases of low value assets.
Amounts recognised in the statement of financial position and profit or loss
Set out below are the carrying amounts of the Group’s right of use assets and
lease liabilities and the movements during the period:
| Right of use assets | Lease liabilities | |
| (Euro 000’s) | Lands and buildings | |
| As at 1 January 2025 | 3,957 | 3,801 |
| Additions | 1,237 | 1,237 |
| Depreciation expense | (562) | - |
| Interest expense | - | 21 |
| Payments | - | (586) |
As at 31 December 2025 | 4,632 | 4,473 |
The amounts recognised in profit or loss, are set out below:
| Twelve months | Twelve months | |
| As at 31 December (Euro 000’s) | ended 31 Dec 2025 | ended 31 Dec 2024 |
Depreciation expense of right of use assets | (562) | (440) |
Interest expense on lease liabilities | (21) | (30) |
Total amounts recognised in profit or loss | (583) | (470) |
The Group recognised rent expense from short-term leases (Note 6).
The duration of the land and building lease is for a period of 12 years. Payments
are due at the beginning of the month escalating annually on average by 1.5%.
At 31 December 2025, the remaining term of this lease is eight years (Note 2).
(Euro 000’s) | 31 Dec 2025 | 31 Dec 2024 |
| Present value of minimum lease payments due | ||
Within one year | 639 | 481 |
2 to 5 years | 2,464 | 1,856 |
Over 5 years | 1,370 | 1,464 |
4,473 | 3,801 | |
| Minimum lease payments due | ||
Within one year | 654 | 518 |
2 to 5 years | 2,615 | 2,075 |
Over 5 years | 1,524 | 1,729 |
4,793 | 4,322 |
(Euro 000’s) | Lease liabilities |
| Balance 1 January 2025 | 3,801 |
| Additions | 1,237 |
| Interest expense | 21 |
| Lease payments | (586) |
Balance at 31 Dec 2025 | 4,473 |
| Non-current liabilities | 3,834 |
| Current liabilities | 639 |
| 4,473 |
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(Euro 000’s) | 2025 | 2024 |
| Non-current borrowings | ||
Credit facilities - variable interest | 5,708 | 10,866 |
5,708 | 10,866 | |
| Current borrowings | ||
Credit facilities - variable interest | 38,638 | 6,921 |
38,638 | 6,921 |
(€ 000’s) | 2025 | 2024 |
Cash and cash equivalents | 166,306 | 52,878 |
Borrowings – repayable within one year | (38,638) | (6,921) |
Borrowings – repayable after one year | (5,708) | (10,866) |
Lease | (4,473) | (3,801) |
Net cash | 117,487 | 31,290 |
(Euro 000’s) | Cash | Borrowings | Lease | Total |
Net cash as at 1 January 2024 | 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 cash as at 31 December 2024 | 52,878 | (17,787) | (3,801) | 31,290 |
Financing cash flows | 120,857 | - | - | 120,857 |
Proceeds from borrowings | - | (37,916) | - | (37,916) |
Repayment of borrowings | - | 11,357 | 565 | 11,922 |
Foreign exchanges adjustments | (7,429) | - | - | (7,429) |
| Other changes | ||||
Interest paid | - | 1,238 | 21 | 1,259 |
Interest expense | - | (1,238) | (21) | 1,259 |
Other changes (Note 28) | - | - | (1,237) | (1,237) |
Net cash as at 31 December 2025 | 166,306 | (44,346) | (4,473) | 117,487 |
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| Effective | ||||
| proportion | ||||
| Principal | Country of | of shares | ||
Subsidiary companies | Parent | activity | incorporation | held |
Atalaya Touro (UK) Ltd. | Atalaya Mining Copper SA | Holding | United Kingdom | 100% |
Atalaya Financing Ltd. | Atalaya Mining Copper SA | Financing | Cyprus | 100% |
Atalaya MinasdeRiotinto Project (UK) Ltd. | Atalaya Mining Copper SA | Holding | United Kingdom | 100% |
EMED Marketing Ltd. | Atalaya Mining Copper SA | Trading | Cyprus | 100% |
Atalaya Riotinto Minera S.L.U. | Atalaya MinasdeRiotinto Project (UK) Ltd. | Production | Spain | 100% |
| Eastern Mediterranean Exploration | Atalaya MinasdeRiotinto Project (UK) Ltd. | Dormant | Spain | 100% |
| and Development S.L.U. | ||||
Cobre San Rafael, S.L. 1 | Atalaya Touro (UK) Ltd. | Exploration | Spain | 10% |
Recursos Cuenca Minera S.L.U. | Atalaya Riotinto Minera S.L.U. | Dormant | Spain | J-V |
Fundacion Atalaya Riotinto | Atalaya Riotinto Minera S.L.U. | Trust | Spain | 100% |
Atalaya Servicios Mineros, S.L.U. | Atalaya MinasdeRiotinto Project (UK) Ltd. | Holding | Spain | 100% |
Atalaya Masa Valverde S.L.U. | Atalaya Servicios Mineros, S.L.U. | Exploration | Spain | 100% |
Atalaya Ossa Morena S.L.U. 2 | Atalaya Servicios Mineros, S.L.U. | Exploration | Spain | 99.9% |
Iberian Polimetal S.L.U. | Atalaya Servicios Mineros, S.L.U. | Dormant | Spain | 100% |
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(Euro 000’s) | 2025 | 2024 |
Directors’ remuneration and fees | 1,252 | 1,275 |
Directors’ bonus1 | 407 | 294 |
Share-based benefits to Directors | 852 | 409 |
Share award benefits to Directors | 160 | - |
Key management personnel remuneration2 | 857 | 598 |
Key management bonus1 | 343 | 325 |
| Share-based and other benefits to key | 1,830 | 409 |
| management personnel3 | ||
Share award benefits to key management | 115 | - |
5,816 | 3,310 |
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(Euro 000’s) | 2025 | 2024 |
Trafigura Pte Ltd. – Revenue from contracts (a) | 202,437 | 73,433 |
Gains/(Losses) relating provisional pricing within sales | 2,985 | (3,757) |
205,422 | 69,676 | |
| Impala Terminals Huelva S.L.U. - Port Handling | (2,377) | (2,201) |
| and Warehousing services (b) | ||
Related parties - total amounts from contracts | 203,045 | 67,475 |
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(Euro 000’s) | 2025 | 2024 |
| Receivable from shareholder (Note 20) | ||
| Trafigura Pte. Ltd. | 15,770 | 1,042 |
| – Debtor balance - subject to provisional pricing | 15,770 | 1,042 |
| Payable from joint venture of shareholder (Note 26) | ||
Impala Terminals Huelva S.L.U. - payable balance | (155) | (109) |
(155) | (109) |
(Euro 000’s) | 2025 | 2024 |
Fees payable for the audit of the Group and individual accounts | 332 | 401 |
Other non-audit services | 59 | 70 |
391 | 471 |
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The global macroeconomic
environment continued to be
impacted by a variety of factors,
including geopolitical tensions,
economic uncertainty and several
regional conflicts. Sanctions and
various trade barriers, such as tariff
policies and export restrictions for
critical inputs and technologies,
have the potential to disrupt
supply chains and increase input
costs. Uncertainties around global
economic growth and persistent
inflation continue to impact fiscal
policy in major economies and result
in currency fluctuations. Combined,
these macroeconomic factors are
expected to lead to continued
volatility in commodity prices,
impacting both Atalaya’s revenues
and operating costs.
□ On 10 January 2025, Atalaya
Mining Copper, S.A. (formerly
Atalaya Mining plc) completed its
re-domiciliation to Spain. Trading
under the new name became
effective at 8:00 AM, and the
nominal value of shares changed
from 7.5p to €0.09.
□ On 15 January 2025, the Board
announced the appointment
of María del Coriseo (“Coriseo”)
González-Izquierdo Revilla as
an independent Non-Executive
Director, effective 14 January 2025.
□ On 31 January 2025, Atalaya
received notification that Neil
Gregson, Non-Executive Chair,
purchased 2,800 ordinary shares of
€0.09 nominal value at an average
price of 347.28 pence per share.
□ On 8 April 2025, Atalaya announced
that it received notification
that Jesús Fernández, a PDMR,
purchased 32,000 ordinary shares
of €0.09 nominal value each in the
Company at an average price of
307.98 pence per share.
□ On 24 April 2025, conditional share
awards were granted under the
Company’s Long-Term Incentive
Plan to the CEO (218,000 shares),
CFO (113,091 shares) and General
Manager Riotinto (112,431 shares),
subject to performance conditions
and vesting terms.
□ On 2 May 2025, Atalaya was notified
by FTSE Russell of its inclusion in
the FTSE 250 Index, effective from 7
May 2025, following the removal of
International Distribution Services.
□ On 15 May 2025, Atalaya received the
AAU from the Junta de Andalucía for
the San Dionisio deposit, enabling
future expansion of mining activities
at Proyecto Riotinto.
□ On 4 June 2025, Atalaya
announced that Hussein Barma,
an independent Non-Executive
Director of the Company, was
appointed as a Non-Executive
Director of Eldorado Gold
Corporation with immediate effect.
□ On 24 June 2025, following the
retirement of Hussein Barma
and the appointment of Hennie
Faul as Director, Atalaya updated
the composition of its board
committees, with Hennie now
serving as a member of the Audit
and Physical Risk Committees.
□ On 10 July 2025, Atalaya granted
share options under its LTIP 2020
to CEO and Director Alberto
Lavandeira (800,000), CFO César
Sánchez (400,000) and Riotinto
General Manager Enrique Delgado
(400,000), at an exercise price of
460.35p. The options vest 1/6th on
grant, 1/3rd on the first anniversary
and 50% on the second anniversary,
subject to performance conditions,
and expire on 9 July 2030.
□ On 23 July 2025, Atalaya paid the
2024 final dividend approved by
shareholders at the 2025 AGM.
□ On 24 July 2025, Fernando Araúz
de Robles Villalón was appointed
General Manager of Proyecto
Riotinto, succeeding Enrique
Delgado.
□ On 11 August 2025, the Company’s
Board of Directors elected to
declare a 2025 Interim Dividend of
€0.044 per ordinary share, which
is equivalent to approximately
US$0.051 or £0.038 per share.
□ On 1 October 2025, Ithaki Limited,
shareholder of the Company,
increased its voting rights from
6.99% to 8.34%.
□ On 3 October 2025, Cobas
Asset Management, SGIIC, S.A.,
shareholder of the Company,
decreased its voting rights from
15.04% to 14.47%.
□ On 10 October 2025, Atalaya
paid the 2025 interim dividend
approved by the Company’s Board
of Directors.
□ On 5 December 2025, Muza Gestión
de Activos, S.G.I.I.C., S.A., shareholder
of the Company, decreased its
voting rights from 3.12% to 2.95%.
35. Significant events
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□ On 19 December 2025, Atalaya
provided an update on the
shareholders’ consultation
following the outcome of the
Annual General Meeting on 24
June 2025. All resolutions put to
the meeting were successfully
passed with the requisite majority
of votes, although four resolutions
received less than 80% shareholder
support: re-election of Jesús
Fernández, approval of Directors’
Remuneration Report, approval
of grant of awards pursuant to
the long-term incentive plan and
approval of the grant of a one-off
transitional award to the CEO.
□ On 30 December 2025, Atalaya
announced that its Board of
Directors intended to appoint Dr.
Michael (“Mike”) Graham Armitage
as an independent Non–Executive
Director with effect from 19 January
2026. Mike will replace Steve Scott
who will be stepping down on 31
December 2025.
36. Events after the reporting period
□ On 5 January 2026, Cobas Asset
Management, S.G.I.I.C., S.A.,
shareholder of the Company,
decreased its voting rights from
14.47% to 9.89%.
□ On 27 January 2026 Atalaya
announced a proposed equity
offering to raise gross proceeds of
£130 million (approximately €150
million) by way of an institutional
placing and a separate retail offer.
Proceeds from the fundraise will
allow Atalaya to accelerate the
development of its copper growth
projects in Spain in order to
capitalise on strong copper market
fundamentals. The fundraise will
also provide the Company with
financial flexibility to optimise
the ultimate funding package for
Proyecto Touro while concurrently
advancing its growth pipeline
primarily in the Riotinto District.
□ On 28 January 2026, Atalaya
announced that it has successfully
placed 12,730,000 new Ordinary
Shares in the Company with new
institutional investors and existing
shareholders at a price of £10.00
per Placing share raising gross
proceeds of £127.3 million. Eligible
retail investors have subscribed in
the offer made by the Company
via RetailBook for a total of
270,000 new Ordinary Shares at
the Placing Price raising gross
proceeds of £2.7 million. Mike
Amitage, a Non-Executive Director
of the Company, subscribed for
4,000 new Ordinary Shares as
part of the Retail Offer. Following
Admission, Mr Armitage will hold
4,695 Ordinary Shares. In total,
13,000,000 Offer Shares have been
subscribed for at the Placing
Price raising gross proceeds
of £130 million (equivalent to
approximately €150 million).
The Offer Shares represent,
in aggregate, approximately
9.2% of the Company’s issued
Ordinary Share capital prior to the
Fundraise.
□ On 3 February 2026, Urion
Holdings (Malta) Limited
(Trafigura), a member of the
Trafigura Group, shareholder
of the Company, announced its
intention to sell approximately
13 million ordinary shares with a
nominal value of €0.09 each. As
of 2 February 2026, the Placing
Shares represent approximately
8.5% of the Company’s issued
share capital.
□ On 4 February 2026, Urion
Holdings (Malta) Limited
(Trafigura), a member of the
Trafigura Group, shareholder of
the Company, announced that it
had agreed to sell in aggregate
14,000,000 Placing Shares at the
price of 945 pence per share,
raising aggregate gross proceeds
of approximately £132 million.
Following settlement of the
Placing, Urion Holdings (Malta)
Limited (Trafigura), shareholder of
the Company, decreased its voting
rights to 10.94%.
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Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Proyecto Riotinto Mineral Resources and Ore Reserves
The Mineral Resources and Ore Reserves information presented in this
section is provided for informational purposes only. This information does not
form part of the Group’s International Financial Reporting Standards (IFRS)
consolidated financial statements and has not been prepared in accordance
with International Financial Reporting Standards. Accordingly, it should
be read in conjunction with, but separately from, the financial information
presented elsewhere in this Annual Report.
For more information on the additional Mineral Resources and Ore Reserves
at the Group’s other deposits and assets, visit www.atalayamining.com.
Classification Category Tonnes (kt) Cu Grade (%)
Cu Metal
Content (kt)
Proved 94,603 0.42 393
Probable 37,408 0.36 135
Total Ore Reserve 132,010 0.40 528
Classification Category Tonnes (kt) Cu Grade (%)
Cu Metal
Content (kt)
Measured 127,779 0.36 464
Indicated 60,330 0.32 192
Measured & Indicated 188,109 0.35 656
Inferred 913 0.52 5
Total Mineral Resource 189,022 0.35 661
Ore Reserves: Cerro Colorado and San Dionisio (Stockwork only) Mineral Resources: Cerro Colorado and San Dionisio (Stockwork only)
Notes:
1. Effective date of 30 June 2025.
2. The statement is reported using cut-off grade of 0.16% Cu for feeding the processing plant, based on a
Cu price of US$8,818 per tonne (US$4.00/lb).
3. Modifying factors for dilution of 8% and mining recovery of 96% are based on block model regularisation
to 10x10x10 m smallest mining unit.
4. All figures are rounded to reflect the relative accuracy of the estimate.
5. Ore Reserves have demonstrated economic viability.
6. The pit inventories were constrained within the updated pit designs based on the updated optimised
pit shell.
7. The Ore Reserve comprises a mine life of approximately nine years.
8. The Ore Reserve is given based on a 100% ownership basis.
9. Tonnages are reported in metric units, grades in percentage (%), and the contained metal in tonnes of
copper.
10. The process plant closure will occur at end-of-life 2034.
11. The Reporting Standard adopted for reporting of the Ore Reserve Statement is that defined by the
terms and definitions given in The 2012 Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves as published by the Joint Ore Reserves Committee of the Australasian
Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia
(the JORC Code (2012)).
Notes:
1. Effective date of 30 June 2025.
2. Open-pit constrained by an optimised pit shell and reported above an in situ cut-off grade of 0.11% Cu,
which is based on appropriate technical parameters reflecting actuals, and a copper price of US$11,023
per tonne (US$5.00/lb).
3. Stockwork material was monetised during the Pit Optimisation.
4. All figures are rounded to reflect the relative accuracy of the estimate.
5. Mineral Resources are reported as undiluted, with no mining recovery applied in the Statement.
6. Based on a 100% ownership basis.
7. Tonnages are reported in metric units, grades in percentage (%), and the contained metal in tonnes of
copper.
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Financial Statements
Additional
Information
Proyecto Riotinto
Mineral Resources and
Ore Reserves
Glossary of Terms
Shareholder Enquiries
Glossary of Terms
The following definitions and terms are used throughout this Annual Report.
Currency abbreviations
US$/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
FY2025 12-month period ended 31 December 2025
FY2024 12-month period ended 31 December 2024
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
1,000 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
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 Copper, S.A.
ATYM Atalaya Mining Copper, S.A. (former 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 Costs The cost to produce one pound of copper
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Financial Statements
Additional
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Proyecto Riotinto
Mineral Resources and
Ore Reserves
Glossary of Terms
Shareholder Enquiries
Business, Finance and Accounting
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
CIM Canadian Institute of Mining, Metallurgy and Petroleum
CIT Corporate Income Tax
CIP Carriage and Insurance paid to
CGU Cash Generating Unit
CGNCC
Corporate Governance, Nomination and Compensation
Committee
Code of Conduct Atalaya’s Code of Business Conduct and Ethics
Cont. Continued
C-suite Refers to the CEO and CFO
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
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.
ESG Environmental, Social, and Governance
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
Business, Finance and Accounting
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 Copper, S.A. and its subsidiaries
H1, H2 Six month periods ending 30 June and 31 December
IAS International Accounting Standards
IBI Impuesto sobre Bienes Inmuebles (local property tax)
ie. Id est (explanatory information)
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
NEDs Non-Executive Directors
NGC Nomination and Governance Committee
NPV Net Present Value
Nr Number
N/A Non Applicable
OCI Other Comprehensive Income
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Mineral Resources and
Ore Reserves
Glossary of Terms
Shareholder Enquiries
Business, Finance and Accounting
Ordinary Shares
Ordinary Shares of 0.09€ 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 31 March, 30 June,
30 September and 31 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
S.L. Sociedad Limitada (private limited company)
S.L.U. Sociedad Limitada Unipersonal (limited partnership)
SC Sustainability Committee
AEAT
Agencia Estatal de Administración Tributaria (Spanish
Tax Authorities)
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
Business, Finance and Accounting
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
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 resource or 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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Information
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Mineral Resources and
Ore Reserves
Glossary of Terms
Shareholder Enquiries
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
Mike Armitage Independent Non-executive Director
Hennie Faul Independent Non-executive Director
Jesús Fernández Non-executive Director
Coriseo González-Izquierdo Independent Non-executive Director
Carole Whittall Independent Non-executive Director
Frances Robinson Company secretary
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
Clotilde Gros
SEC Newgate UK Limited
14 Greville Street
London EC1N 8SB
+44 (0)20 3757 6882
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
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Financial Statements
Additional
Information
Proyecto Riotinto
Mineral Resources and
Ore Reserves
Glossary of Terms
Shareholder Enquiries
2025
ANNUAL REPORT
Spain office
La Dehesa s/n
Minas de Riotinto,
21660 - Huelva, Spain
Registered office
Atalaya Mining Copper, S.A.
Paseo de las Delicias, 1, 3
41001, Sevilla (Spain)
Cyprus office
121 Prodromou Street, 7th Floor
Office 705, 2064
Strovolos - Nicosia, Cyprus
atalayamining.com