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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
51
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
60
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
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
61
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
62
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
63
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
64
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
65
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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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
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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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
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
71
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 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.
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
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.
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
№ 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
74
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
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.
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
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
76
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
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.
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
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.
ATALAYA MINING · ANNUAL REPORT 2025
78
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
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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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
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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Senior Management
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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
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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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
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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Senior Management
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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
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.
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
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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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
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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Division of
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Composition,
Succession and
Evaluation
Audit, Risk and Internal
Control
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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Directors’
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Directors’ Report
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Additional Information
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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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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Directors’
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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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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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Evaluation
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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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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
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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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
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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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
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
Financial Statements
Strategic Report
Governance
Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
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Independent
Auditor’s Report
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Governance
Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
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Governance
Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
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Governance
Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
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Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated 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 | 482,915 | 326 ,797
Operating costs and mine site administrative expenses |  | (280,989) | (240 ,784)
Mine site depreciation, amortisation and impairment | 13,14 | (4 7,52 0) | (36,617)
Gross profit |  | 154,406 | 49,396
Administration and other expenses |  | (10,4 72) | (7 ,927)
Share-based benefits | 23 | (7 ,009) | (1,379)
Impairment loss on financial and contract assets | 13, 20 | (21,418) | (1,204)
Exploration expenses |  | (8,426) | (7 ,950)
Care and maintenance expenditure |  | (291) | (2,784)
Other income |  | 4 ,028 | 383
Operating profit | 6 | 110,818 | 28,535
Net foreign exchange gain/(loss) | 4 | (6 ,263) | 3,090
Interest income from financial assets at fair value through profit and loss | 8 | - | -
Interest income from financial assets at amortised cost | 8 | 1,834 | 1,887
Finance costs | 9 | (4,126) | (1,989)
Profit before tax |  | 102,263 | 31,523
Tax | 10 | (16,900) | 1,037
Profit for the year |  | 85,363 | 32,560
Profit for the year attributable to: |  |  |
Owners of the parent | 25 | 85,577 | 31,738
Non-controlling interests | 25 | (214) | 822
|  | 85,363 | 32,560

(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 | 60.8 | 22.6
Diluted earnings per share (EUR cents per share) | 11 | 58.3 | 21.8
Profit for the year |  | 85,363 | 32,560
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 | 39 | (7)
Total comprehensive income for the year |  | 85,402 | 32 ,553
Total comprehensive income for the year attributable to: |  |  |
Owners of the parent | 25 | 85,616 | 31,731
Non-controlling interests | 25 | (214) | 822

The notes on subsequent pages are an integral part of these consolidated financial statements.
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Governance
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 | 44 7 ,729 | 4 09,032
Intangible assets | 14 | 74,919 | 70, 20 9
Loans | 19 | 9, 725 | 2,627
Trade and other receivables | 20 | 1, 122 | 33,252
Non-current financial asset | 21 | 1, 101 | 1,101
Deferred tax asset | 17 | 15,840 | 15,085
|  | 550,436 | 531,306
Current assets |  |  |
Inventories | 18 | 30,871 | 49,162
Loans | 19 | 20 | 5, 352
Trade and other receivables | 20 | 41,113 | 36,863
Tax refundable |  | 2,834 | 266
Other financial assets | 21 | 62 | 23
Cash and cash equivalents | 22 | 166, 306 | 52,87 8
|  | 241,206 | 144 ,544
Total assets |  | 791,642 | 675,850

(Euro 000’s) | Note | 31 Dec 2025 | 31 Dec 2024
Equity and liabilities |  |  |
Equity attributable to owners of the parent |  |  |
Share capital | 23 | 12,668 | 12,668
Share premium | 23 | 321,856 | 321,856
Other reserves | 24 | 89,255 | 88,77 4
Accumulated profit |  | 166,091 | 93,085
|  | 589,870 | 516,383
Non-controlling interests | 25 | 1,940 | 2,154
Total equity |  | 591,810 | 518,537
Liabilities |  |  |
Non-current liabilities |  |  |
Trade and other payables | 26 | 14,142 | 13,983
Provisions | 27 | 28,7 64 | 29,328
Lease liability | 28 | 3,834 | 3,320
Borrowings | 29 | 5,708 | 10,866
|  | 52,44 8 | 57 ,497
Current liabilities |  |  |
Trade and other payables | 26 | 106,117 | 90,090
Lease liability | 28 | 639 | 481
Current tax liabilities |  | 136 | 1,408
Dividend payable |  | 9 |
Provisions | 27 | 1, 845 | 916
Borrowings | 29 | 38,638 | 6 ,921
|  | 14 7,384 | 99,816
Total liabilities |  | 199,832 | 157 ,313
Total equity and liabilities |  | 791,642 | 675,850

The notes on subsequent pages are an integral part of these consolidated financial statements.
The consolidated financial statements were authorised for issue by the Board of Directors on 18 March
2026 and were signed on its behalf.
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Financial
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 |  | 12,668 | 321,856 | 88, 77 4 | 93,085 | 516 ,383 | 2,154 | 518,537
Profit for the period |  | - | - | - | 85,577 | 85,577 | (214) | 85,363
Change in fair value of financial assets | 21 | - | - | 39 | - | 39 | - | 39
through other comprehensive income “OCI” |  |  |  |  |  |  |  |
Total comprehensive (loss)/income |  | - | - | 39 | 85,577 | 85,616 | (214) | 85,402
Issuance of share capital | 23 | - | - | - | - | - | - | -
Recognition of depletion factor | 24 | - | - | - | - | - | - | -
Recognition of share-based payments | 24 | - | - | 428 | (2,588) | (2,160) | - | (2,160)
Recognition of non-distributable reserve | 24 | - | - | 1 | - | 1 | - | 1
Recognition of distributable reserve | 24 | - | - | 13 | - | 13 | - | 13
Other changes in equity |  | - | - | - | 81 | 81 | - | 81
Transactions with external shareholders |  | - | - | - | - | - | - | -
Dividends paid | 12 | - | - | - | (10, 064) | (10,064) | - | (10,064)
31 Dec 2025 |  | 12,668 | 321,856 | 89,255 | 166,091 | 589,870 | 1,940 | 591,810

(Euro 000’s) | Note | Share capital | Share premium | Other reserves1 | Accum. Profits | Total | NCI | Total equity
1 Jan 2024 |  | 13,596 | 319,411 | 70,463 | 9 8,026 | 501,496 | (9,104) | 492,3 92
Profit for the period |  | - | - | - | 31,738 | 31,7 38 | 822 | 32 ,560
Change in fair value of financial assets | 21 | - | - | (7) | - | (7) | - | (7)
through other comprehensive income “OCI” |  |  |  |  |  |  |  |
Total comprehensive (loss)/income |  | - | - | (7) | 31,738 | 31,731 | 822 | 32 ,553
Issuance of share capital | 23 | 76 | 2 ,445 | - | - | 2,521 | - | 2,521
Recognition of depletion factor | 24 | - | - | 8,949 | (8,949) | - | - | -
Recognition of non-distributable reserve | 24 | - | - | 1, 843 | - | 1,843 | - | 1,843
Recognition of distributable reserve | 24 | - | - | 142 | (142) | - | - | -
Recognition of share-based payments | 24 | - | - | 7,385 | (7 ,385) | - | - | -
Other changes in equity |  | (1,004) | - | (1) | 542 | (463) | - | (463)
Revaluation of non-controlling interest |  | - | - | - | (10,439) | (10,439) | 10,436 | (3)
Dividends paid | 12 | - | - | - | (10,306) | (10,306) | - | (10,306)
31 Dec 2024 |  | 12,668 | 321,856 | 88, 77 4 | 93,085 | 516 ,383 | 2,154 | 518,537

1. Refer to Note 23. The notes on subsequent pages are an integral part of these consolidated financial statements.
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Governance
Financial
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 |  | 102,263 | 31,523
Adjustments for: |  |  |
Depreciation of property, plant and equipment | 13 | 42, 718 | 39,658
Amortisation of intangible assets | 14 | 4 ,802 | 3,907
Recognition of share-based payments | 24 | 7, 009 | 1,379
Interest income | 8 | (1,834) | (1,887)
Interest expense | 9 | 604 | 1,161
Unwinding of discounting | 9 | 796 | 828
Legal provisions | 27 | - | (1,255)
Loss on disposal of PP&E |  | 39 |
Impairment loss on financial | 6 | 2,7 26 | 1,205
and contract assets |  |  |
Impairment loss on non-financial assets |  | 21,418 | -
Reversal of Intangible Asset Impairment | 14 | - | (6 ,948)
Other tax provision | 27 | 1, 197 | -
Net foreign exchange differences |  | 6,263 | (3,090)
Unrealised foreign exchange (loss)/ |  | - | (85)
gain on financing activities |  |  |
Cash inflows from operating activities |  | 188,001 | 66,396
before working capital changes |  |  |
Changes in working capital |  |  |
Inventories | 18 | 17,342 | (14 ,958)
Trade and other receivables | 20 | (1,500) | (1,24 7)
Trade and other payables | 26 | 11,904 | 5,595
Provisions | 27 | (969) | (434)
Cash flows from operations |  | 214,778 | 55, 352
Interest expense on lease liabilities | 28 | (21) | (30)
Interest paid | 9 | (1,238) | (1,131)
Net tax (paid)/refund |  | (21,036) | (788)
Net cash from operating activities |  | 192,4 83 | 53,403

(Euro 000’s) | Note | 2025 | 2024
Cash flows from investing activities |  |  |
Purchases of property, plant and equipment | 13 | (72,165) | (60,212)
Purchases of intangible assets | 14 | (9,483) | (1,198)
Payments for investments | 19 | (4,05 7) | (5, 305)
Interest received | 8 | 634 | 6 42
Net cash used in investing activities |  | (85,071) | (66,073)
Cash flows from financing activities |  |  |
Lease payment | 28 | (565) | (577)
Proceeds from borrowings | 29(a) | 37,9 16 | 3,000
Repayment of borrowings | 29(a) | (11,357) | (51,900)
Proceeds from issue of share capital |  | - | 2,522
Share option expense |  | (2,494) | -
Dividends paid | 12 | (10,055) | (10,306)
Net cash (used in)/from financing activities |  | 13,445 | (57 ,261)
Net increase in cash and cash equivalents |  | 120,857 | (69,931)
Net foreign exchange difference |  | (7 ,429) | 1,802
Cash and cash equivalents: |  |  |
At beginning of the year | 22 | 52,87 8 | 121,007
At end of the year | 22 | 166,306 | 52,87 8

The notes on subsequent pages are an integral part of these consolidated financial statements.
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Governance
Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Notes to the consolidated financial statements
1. Incorporation and summary of business
Atalaya Mining Plc was incorporated
in Cyprus on 17 September 2004 as a
private company with limited liability
under the Companies Law, Cap. 113
and was converted to a public limited
liability company on 26 January
2005. Its registered office was at 1
Lampousa Street, Nicosia, Cyprus.
The Company was first listed on the
Alternative Investment Market (AIM)
of the London Stock Exchange in
May 2005 .
Change of name and share
consolidation (2015)
Following the Company’s
Extraordinary General Meeting (EGM)
on 13 October 2015, the change of
name from EMED Mining Public
Limited to Atalaya Mining Plc became
effective on 21 October 2015. On
the same day, the consolidation of
ordinary shares came into effect,
whereby all shareholders received
one new ordinary share of nominal
value Stg £0.075 for every 30 existing
ordinary shares of nominal value
Stg £0.0025. The Company’s trading
symbol became “ATYM”.
On 29 April 2024, the Company
was admitted to trading on the
Main Market of the London Stock
Exchange.
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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Principal activities
Atalaya is a European mining and
development company. The strategy
is to evaluate and prioritise metal
production opportunities in several
jurisdictions throughout the well-
known belts of base and precious
metal mineralisation in Spain,
elsewhere in Europe and Latin
America.
The Group has interests in four
mining projects: Proyecto Riotinto,
Proyecto Touro, Proyecto Masa
Valverde and Proyecto Ossa Morena.
In addition, the Group has an earn-
in agreement to acquire certain
investigation permits at Proyecto
Riotinto East.
The Group also has earn-in
agreements related to two
exploration projects in Sweden,
the Skellefte Belt Project and the
Rockliden Project, pursuant to
agreements entered into in 2024 with
Mineral Prospektering i Sverige AB.
Additional information about the
Company is available at www.
atalayamining.com.
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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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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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.
2.1 Basis of preparation
(a) Overview
The consolidated financial statements
of Atalaya Mining Copper, S.A. (the
"Parent Company") and its subsidiaries
(collectively, the "Group") have been
formulated in accordance with the
International Financial Reporting
Standards adopted by the European
Union ("EU-IFRS") and other applicable
provisions of the financial reporting
regulatory framework, in particular
the Commercial Code and the Capital
Companies Act, in order to show
a true and fair view of the Group's
consolidated equity and consolidated
financial position as of 31 December
2025, and of the consolidated financial
performance, its consolidated cash
flows and changes in consolidated
equity for the year ended on that date.
EU-IFRS comprises the standards
issued by the International
Accounting Standards Board (IASB)
approved by the EU for application by
listed companies.
The definition of a Public-Interest
Entity (PIE) is set out in Article 2.13 of
Directive 2006/43/EC, as amended
by Article 1 of Directive 2014/56/EU,
which states that the following are
considered to be EIPs: (a) entities
governed by the law of a Member
State whose transferable securities
are admitted to trading on a
regulated market in any Member
State; b) credit institutions, as
defined in point (1) of Article 3(1) of
Directive 2013/36/EU; (c) insurance
undertakings within the meaning
of Article 2 (1) of Directive 91/674/
EEC; and (d) entities designated by
Member States as public-interest
entities. As the Parent Company
does not fall into any of the above
categories, it is not considered a PIE.
The Directors of the Parent Company
estimate that the consolidated annual
accounts for the financial year 2025,
which have been prepared on 18 of
March 2026, will be approved by the
General Meeting of Shareholders
without any modification.
The consolidated financial statements
are presented in euros (€), rounding
all amounts to the nearest thousand
(€'000), unless otherwise indicated.
The preparation of the consolidated
financial statements in accordance
with EU-IFRS requires the application
of relevant accounting estimates
and the making of judgements,
estimates and assumptions in the
process of applying the Group's
accounting policies. The aspects that
have involved a greater degree of
judgement, complexity or in which
the assumptions and estimates are
significant for the preparation of the
consolidated financial statements are
disclosed in Note 3.3.
Likewise, although the estimates
made by the Directors of the Parent
Company have been calculated based
on the best information available as
of December 31, 2025, it is possible
that events that may take place in the
future may require their modification
in the coming years. The effect on the
consolidated financial statements of
the modifications that, if any, arise
from the adjustments to be made
during the coming years would be
recognised prospectively.
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(b) Going concern
These consolidated financial
statements have been prepared
on a going concern basis, which
assumes that the Group will continue
to operate and meet its financial
obligations in the normal course of
business.
The Directors have assessed the
Group’s financial position, operational
performance, and external market
conditions for a period of at least 12
months from the date of approval
of these financial statements. This
assessment considered: Copper
price volatility and foreign exchange
fluctuations, given their direct
impact on revenue and profitability;
production levels and cost profile,
ensuring the Group maintains
operational efficiency and financial
resilience; capital expenditure and
ongoing development projects,
aligning with the Group’s strategic
and operational needs; liquidity and
borrowing facilities, confirming the
Group’s ability to meet financial
obligations as they fall due; energy
cost stability, supported by the
commissioning of a solar power plant
and a long-term PPA to mitigate
electricity price volatility, regulatory
and geopolitical risks, ensuring
compliance with evolving industry
regulations and addressing potential
global market disruptions; copper
head grade variability, with sensitivity
analyses conducted to evaluate the
impact of potential fluctuations in ore
quality.
Following a comprehensive review
of forecasts, financial resources, and
stress-tested downside scenarios,
the Directors have concluded that
there are no material uncertainties
that could reasonably be expected to
cast significant doubt on the Group’s
ability to continue operating as a
going concern. Accordingly, the going
concern basis of accounting remains
appropriate for the preparation
of these consolidated financial
statements.
The Directors and management will
continue to monitor external factors,
including market conditions and
regulatory developments, to ensure
the Group remains well-positioned to
navigate potential challenges.
The Group has adopted all the new and revised EU-IFRSs which are relevant to
its operations and are effective for accounting periods commencing on or after 1
January 2025.
IAS 21 (Modification) – Absence of interchangeability
The IASB has amended IAS 21 to introduce guidance for determining whether
a currency is exchangeable into another currency and, where it is not, how
to determine the appropriate spot exchange rate to apply. The amendments
require an entity to assess exchangeability at the measurement date and, if a
currency is deemed not to be exchangeable, to estimate a spot exchange rate
that reflects the rate at which an orderly exchange transaction would take place
between market participants under prevailing economic conditions.
The adoption of these amendments has not had a material impact on the
Group’s financial statements or accounting policies, as the Group operates in
jurisdictions where currencies are freely exchangeable and observable market
exchange rates are available.
2.2 Changes in accounting policy and disclosures
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Standards issued but not yet in force and not yet implemented by the Group
The Group will apply the following amendments adopted by the European Union from 1 January 2026.
IFRS 9 (Amendment) and IFRS 7 (Amendment)
– Contracts relating to nature-dependent
electricity
These amendments address the accounting for
electricity supply contracts that depend on natural
conditions (for example, wind or solar energy),
enabling entities to reflect such contracts more
accurately in their financial statements. The key
changes include:
□ Clarification of the “own use” exemption for
electricity contracts.
□ The ability to apply hedge accounting to certain
contracts when they are designated as hedging
instruments.
□ New disaggregation requirements to improve
transparency regarding the financial impact of
such contracts.
These amendments will apply from 1 January 2026.
They may require additional disclosures, particularly
if the Group enters into renewable energy supply
contracts but are not expected to have a material
impact on the Group’s recognition or measurement
principles.
IFRS Annual Improvements – Volume 11
The IASB’s Annual Improvements process addresses
minor amendments to IFRS Standards in order
to eliminate inconsistencies and improve clarity.
Volume 11 includes amendments to the following
standards:
□ IFRS 1 – First-time Adoption of IFRS: improved
references and drafting.
□ IFRS 7 – Financial Instruments: Disclosures:
simplification of cash flow disclosure
requirements.
□ IFRS 9 – Financial Instruments: elimination of
an inconsistency between IFRS 9 and IFRS 15
relating to the initial measurement of trade
receivables, and clarification of how a lessee
accounts for the derecognition of a lease liability
in accordance with paragraph 23 of IFRS 9.
□ IFRS 10 – Consolidated Financial Statements:
improvements to structure and wording.
□ IAS 7 – Statement of Cash Flows: clarification
that, under the indirect method, the starting
point should be profit from operating activities
rather than profit or loss for the year.
These amendments will become effective on
1 January 2026. Their impact is expected to be
limited, as they primarily clarify existing guidance
rather than introduce significant changes.
IFRS 9 (Amendment) and IFRS 7 (Amendment)
– Classification and Measurement of Financial
Instruments
The main modifications include:
□ Clarification of the date of recognition and
derecognition of specific financial assets and
liabilities, with a new exception for certain liabilities
settled through electronic cash transfer systems.
□ Additional guidance on how to assess whether a
financial asset meets the criterion of only principal
and interest payments on the outstanding
principal amount (UPPI).
□ New disaggregation requirements for financial
instruments with contractual terms that may
alter cash flows, including ESG-linked financial
instruments.
□ Update of the reporting requirements for equity
instruments measured at fair value through other
comprehensive income (FVOCI).
While the amendments relating to the SPPI criterion
are primarily relevant to financial institutions,
the changes concerning recognition, ESG-linked
financial instruments and enhanced disclosure
requirements are applicable to all entities.
These amendments will enter into force from 1
January 2026 and will be allowed to be adopted
early. The amendments may introduce additional
disclosure requirements but are not expected to have
a significant impact on the Group's recognition and
valuation of financial instruments.
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Standards, Interpretations, and Amendments to Existing Standards Not Yet Endorsed by the European Union or Not Available for Early Adoption
As at the date of preparation of these consolidated financial statements, the IASB and the IFRS Interpretations Committee have issued the following standards,
amendments and interpretations that have not yet been adopted by the European Union and therefore cannot yet be applied by the Group. The Group has,
however, assessed their potential impact on its consolidated financial statements once they become applicable.
IFRS 18 – Presentation and Disclosure in Financial
Statements
IFRS 18 is a recently issued standard that replaces IAS 1
Presentation of Financial Statements, while retaining many
of its underlying principles. However, it introduces significant
changes, including:
□ A structured format for the income statement, requiring
specific totals and subtotals and categorising items into
five sections: operating, investing, financing, income taxes
and discontinued operations.
□ Disclosure requirements for management-defined
performance measures presented in the financial
statements.
□ Enhanced aggregation and disaggregation principles
applicable to both the primary financial statements and
the notes.
Although IFRS 18 does not affect recognition or
measurement principles, it may change the presentation of
operating results.
This standard will become effective from 1 January 2027,
subject to adoption by the European Union, and will apply
to interim financial statements. Retrospective application is
required and early adoption is permitted.
Management’s preliminary assessment indicates that IFRS
18 will affect the presentation and disclosures in the Group’s
consolidated financial statements but will not impact the
recognition or measurement principles applied by the Group.
IFRS 19 – Non-Publicly Accountable Subsidiaries:
Disclosures
IFRS 19 is a new standard designed for subsidiaries
without public accountability whose parent prepares
consolidated financial statements in accordance
with IFRS. It reduces disclosure requirements for
such subsidiaries while maintaining IFRS recognition
and measurement principles.
This voluntary standard applies to subsidiaries
preparing consolidated or individual annual financial
statements, provided that local regulations permit
its use.
In the case of Spanish groups, its application
primarily relates to foreign subsidiaries that apply
IFRS in their individual financial statements.
Subsidiaries that currently apply IFRS for SMEs or
local GAAP in their statutory financial statements
would not need to prepare a separate set of
accounts for group reporting purposes if they adopt
IFRS 19.
IFRS 19 will become effective from 1 January 2027.
Early adoption is permitted, subject to approval by
the European Union.
This standard is not expected to have a material
impact on the Group’s consolidated financial
statements, as its applicability depends on the status
of subsidiaries and local regulatory requirements.
IFRS 10 (Amendment) and IAS 28
(Amendment) – Sale or Contribution
of Assets between an Investor and its
Associate or Joint Venture
These amendments clarify the accounting
treatment of sales and contributions of
assets between an investor and its associate
or joint venture, depending on whether the
transferred non-cash assets constitute a
“business” under IFRS 3. Where the assets
qualify as a business, the investor recognises
the full gain or loss on the transaction.
Otherwise, only the portion of the gain
or loss attributable to other investors is
recognised.
These amendments were originally intended
to apply prospectively from 1 January
2016. However, at the end of 2015, the IASB
deferred their effective date indefinitely,
pending a broader review of the accounting
for associates and joint ventures. As the
amendments remain deferred indefinitely
and have not been adopted by the European
Union, the Group has adopted the following
accounting policy in accordance with IAS
8: the sale or contribution of assets to an
associate or joint venture is accounted for by
recognising only the portion of the gain or
loss attributable to other investors.
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2.3 Subsidiaries
Subsidiaries, including structured
entities, are those entities over which
the Parent Company, directly or
indirectly through its subsidiaries,
exercises control. The Parent
Company controls a subsidiary when,
through its involvement with the
entity, it is exposed, or has rights, to
variable returns and has the ability
to affect those returns through the
power it exercises over the entity. The
Parent Company has power when
it holds substantive rights that are
currently exercisable and provide the
ability to direct the relevant activities.
The Parent Company is exposed, or
has rights, to variable returns from its
involvement with a subsidiary when
the returns it obtains may vary as a
result of the economic performance
of the entity.
A structured entity is an entity
designed in such a way that voting
rights or similar rights are not the
dominant factor in determining who
controls the entity, for example where
potential voting rights relate solely
to administrative activities and those
activities are governed by contractual
arrangements.
Control is typically achieved through
ownership of more than 50% of the
voting rights, whether directly or
indirectly. However, control may also
be exercised over another entity even
when holding less than half of the
voting rights, as is the case of Cobre
San Rafael, S.L., as explained in Note 3.3.
The Group reassesses whether it
continues to control its subsidiaries
whenever facts and circumstances
indicate that one or more of the
elements of control may have
changed.
The income, expenses and cash flows
of subsidiaries are included in the
consolidated financial statements
from the date of acquisition,
being the date on which the
Group effectively obtains control.
Subsidiaries are excluded from
consolidation from the date on which
control is lost.
Transactions and balances between
Group companies, together with
any unrealised gains or losses, are
eliminated in the consolidation
process. However, unrealised losses
are considered as an indicator of
impairment of the assets transferred.
The accounting policies of
subsidiaries have been aligned with
those of the Group for transactions
and other events of a similar nature
occurring in similar circumstances.
The annual accounts or financial
statements of subsidiaries used in the
consolidation process are prepared
as at the same reporting date and for
the same reporting period as those of
the Parent Company.
Where a reduction in the Group’s
interest in a subsidiary results in a
loss of control, the Group recognises
a gain or loss for the difference
between the consideration received,
plus the fair value of any retained
investment in the entity, plus the
carrying amount of non-controlling
interests, and the carrying amount
of the consolidated net assets. The
cumulative amount recognised in
other comprehensive income relating
to the subsidiary is reclassified in
full to profit or loss or to reserves,
depending on its nature. The
consolidated net assets include
goodwill, to the extent that the entity
disposed of constitutes a business.
If the entity disposed of constitutes
a business that formed part of a
cash-generating unit or a group
of cash-generating units to which
goodwill had been allocated, such
goodwill is allocated between the
portion disposed of and the portion
retained on the basis of their relative
fair values and recoverable amounts,
respectively.
Where the Group’s ownership
interest in a subsidiary changes but
control is retained, the transaction
is accounted for as an equity
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transaction. Accordingly, no new
acquisition cost arises on increases
in ownership and no gain or loss is
recognised on reductions. Instead, the
difference between the consideration
paid or received and the carrying
amount of non-controlling interests
is recognised directly in reserves
attributable to the shareholders of the
Parent Company, without prejudice
to the reclassification of consolidation
reserves and the reallocation of other
comprehensive income between
the Group and non-controlling
interests. Upon a reduction in the
Group’s interest in a subsidiary, non-
controlling interests are recognised
at their proportionate share of the
consolidated net assets, including
goodwill.
The Group applies the acquisition
method to account for business
combinations. The consideration
transferred for the acquisition of
a subsidiary is the fair value of the
transferred assets, liabilities incurred
by the former owners of the acquiree,
and the equity interests issued by the
Group. The consideration transferred
includes the fair value of any asset or
liability resulting from a contingent
consideration arrangement.
Identifiable assets acquired, liabilities
and contingent liabilities assumed
in a business combination are
measured initially at fair value at
the acquisition date. The Group
recognised any non-controlling
interest in the acquiree on an
acquisition-by-acquisition basis,
either at fair value or at the non-
controlling interest’s proportionate
share of the recognised amounts of
acquiree’s identifiable net assets.
Non-controlling interests in the
results and equity of subsidiaries are
shown separately in the consolidated
statement of profit or loss, statement
of comprehensive income, statement
of changes in equity and statement
of financial position.
If there are contractual
arrangements that determine
the attribution of earnings, such
as a profit-sharing agreement or
the attribution specified by the
arrangement, the non-controlling
interest will be presented
accordingly. Otherwise, the relative
ownership interests in the entity
should be used if the parent’s
ownership and the non-controlling
interest’s ownership in the assets and
liabilities are proportional.
When contractual profit-sharing
arrangement changes over time,
the earnings allocation to the non-
controlling interest should be based
on its present entitlement.
(a) Acquisition-related costs are
expensed as incurred
If the business combination is
achieved in stages, the acquisition
date carrying value of the acquirer’s
previously held equity interest in
the acquire is re-measured to fair
value at the acquisition date; any
gains or losses arising from such re-
measurement are recognised in profit
or loss.
Any contingent consideration to be
transferred by the Group is recognised
at fair value at the acquisition date.
Subsequent changes to the fair value
of the contingent consideration that
is deemed to be an asset or liability
is recognised in accordance with
IFRS 9 in profit or loss. Contingent
consideration that is classified as
equity is not re-measured, and its
subsequent settlement is accounted
for within equity.
Intercompany transactions,
balances, income and expenses
on transactions between Group
companies are eliminated. Gains and
losses resulting from intercompany
transactions that are recognised in
assets are also eliminated. Accounting
policies of subsidiaries have been
changed where necessary to ensure
consistency with the policies adopted
by the Group.
(b) Changes in ownership
interests in subsidiaries without
change of control
Transactions with non-controlling
interests that do not result in loss of
control are accounted for as equity
transactions – that is, as transactions
with the owners in their capacity as
owners. The difference between fair
value of any consideration paid and the
relevant share acquired of the carrying
value of net assets of the subsidiary is
recorded in equity. Gains or losses on
disposals to non-controlling interests
are also recorded in equity.
(c) Disposal of subsidiaries
When the Group ceases to have
control, any retained interest in the
entity is re-measured to its fair value
at the date when control is lost, with
the change in carrying amount
recognised in profit or loss. The fair
value is the initial carrying amount
for the purposes of subsequently
accounting for the retained interest as
an associate, joint venture or financial
asset. In addition, any amounts
previously recognised in other
comprehensive income in respect
of that entity are accounted for as if
the Group had directly disposed of
the related assets or liabilities. This
may mean that amounts previously
recognised in other comprehensive
income are reclassified to profit or loss.
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(d) Associates and joint
ventures
An associate is an entity over which
the Group has significant influence.
Significant influence is the power
to participate in the financial and
operating policy decisions of the
investee (generally accompanying a
shareholding of between 20% and 50%
of the voting rights) but is not control
or joint control over those policies.
A joint venture is a type of joint
arrangement whereby the parties
that have joint control of the
arrangement have rights to the net
assets of the joint venture. Joint
control is the contractually agreed
sharing of control of an arrangement,
which exists only when decisions
about the relevant activities require
the unanimous consent of the parties
sharing control.
Investments in associates or joint
ventures are accounted for using the
equity method of accounting. Under
the equity method, the investment
is initially recognised at cost, and
the carrying amount is increased or
decreased to recognise the investor’s
share of the profit or loss of the
investee after the date of acquisition.
The Group’s investment in associates
or joint ventures includes goodwill
identified on acquisition.
If the ownership interest in an
associate or joint venture is reduced
but significant influence is retained,
only a proportionate share of the
amounts previously recognised in
other comprehensive income is
reclassified to profit or loss where
appropriate.
The Group’s share of post-acquisition
profit or loss is recognised in the
income statement, and its share of
post-acquisition movements in other
comprehensive income is recognised
in other comprehensive income, with
a corresponding adjustment to the
carrying amount of the investment.
When the Group share of losses
in an associate or a joint venture
equals or exceeds its interest in the
associate or joint venture, including
any other unsecured receivables, the
Group does not recognise further
losses, unless it has incurred legal
or constructive obligations or made
payments on behalf of the associate
or the joint venture.
The Group determines at each
reporting date whether there is
any objective evidence that the
investment in the associate or the
joint venture is impaired. If this
is the case, the Group calculates
the amount of impairment as the
difference between the recoverable
amount of the associate or the joint
venture and its carrying value, and
recognises the amount adjacent to
“share of profit/(loss) of associates
or joint ventures” in the income
statement.
Profits and losses resulting from
upstream and downstream
transactions between the Group
and its associate or joint venture
are recognised in the Group’s
consolidated financial statements
only to the extent of unrelated
investors’ interests in the associates
or the joint ventures. Unrealised
losses are eliminated unless the
transaction provides evidence of an
impairment of the asset transferred.
Accounting policies of associates have
been changed where necessary to
ensure consistency with the policies
adopted by the Group. Dilution gains
and losses arising in investments
in associates or joint ventures are
recognised in the income statement.
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(e) Functional currency
Functional and presentation
currency items included in the
financial statements of each of
the Group’s entities are measured
using the currency of the primary
economic environment in which
the entity operates (“the functional
currency”). The financial statements
are presented in Euro which is
the Company’s functional and
presentation currency.
Determination of functional currency
may involve certain judgements to
determine the primary economic
environment and the parent entity
reconsiders the functional currency
of its entities if there is a change
in events and conditions which
determined the primary economic
environment.
Foreign currency transactions
are translated into the functional
currency using the spot exchange
rates prevailing at the dates of the
transactions or valuation where items
are re-measured. Foreign exchange
gains and losses resulting from the
settlement of such transactions are
recognised in the income statement.
Monetary assets and liabilities
denominated in foreign currencies
are updated at year-end spot
exchange rates.
Non-monetary items that are
measured at historical cost in a
foreign currency are translated using
the exchange rates at the dates of
the initial transaction. Non-monetary
items measured at fair value in a
foreign currency are translated using
the exchange rates at the date when
the fair value was determined.
Gains or losses of monetary and non-
monetary items are recognised in
the income statement.
Balance sheet items are translated
at period-end exchange rates.
Exchange differences on translation
of the net assets of such entities
whose functional currency are not
the Euro are taken to equity and
recorded in a separate currency
translation reserve.
(f) Care and maintenance
expenditure
Care and maintenance expenditure
includes costs incurred to maintain
assets and infrastructure in an
operationally ready state during
periods of reduced or suspended
activity. These costs may relate to
preparatory works for potential
projects, ongoing maintenance
of assets not currently in active
production, or regulatory compliance
obligations.
Under IFRS, these expenditures
are classified below gross profit in
the statement of comprehensive
income because they are not directly
attributable to revenue-generating
operations. Instead, they represent
period costs incurred while assets are
not in active use, and therefore, are
recognised as an operating expense
rather than part of cost of sales.
2.4 Business
combinations
The Group applies the acquisition
method to account for business
combinations.
The acquisition date is the date on
which the Group obtains control of
the acquired business.
The consideration transferred
in a business combination is
determined at the acquisition
date as the aggregate of the fair
values of the assets transferred, the
liabilities incurred or assumed, the
equity instruments issued and any
contingent consideration dependent
on future events or the fulfilment of
certain conditions in exchange for
control of the acquired business.
The consideration transferred
excludes any payment that does
not form part of the exchange for
the acquired business. Acquisition
related costs are recognised as an
expense as incurred.
At the acquisition date, the Group
recognises the assets acquired and
liabilities assumed at their fair value.
The non-controlling interest in the
acquired business is recognised at
the amount corresponding to its
proportionate share of the fair value
of the net assets acquired. This
criterion is only applicable to non-
controlling interests that provide a
present ownership interest entitling
their holders to a proportionate
share of the entity’s net assets in the
event of liquidation. Otherwise, non-
controlling interests are measured
at fair value or at the value based
on market conditions. The liabilities
assumed include contingent
liabilities to the extent that they
represent present obligations
arising from past events and their
fair value can be measured reliably.
In addition, the Group recognises
indemnification assets granted
by the seller at the same time and
using the same measurement
criteria as the indemnified item of
the acquired business, taking into
account, where applicable, the risk
of insolvency and any contractual
limitations on the indemnified
amount.
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This criterion does not apply to non-
current assets or disposal groups
classified as held for sale, defined
benefit long-term employee benefit
liabilities, share-based payment
transactions, deferred tax assets and
liabilities, and intangible assets arising
from the reacquisition of previously
granted rights.
The assets and liabilities assumed
are classified and designated
for subsequent measurement
on the basis of the contractual
arrangements, economic conditions,
accounting policies and operating
policies and other conditions existing
at the acquisition date, except for
lease contracts in which the acquired
business is the lessor and insurance
contracts.
Any excess of the consideration
transferred, plus the amount
recognised for non-controlling
interests, over the net amount of
the assets acquired and liabilities
assumed is recognised as goodwill.
Where applicable, any shortfall,
after reassessing the amount of the
consideration transferred, the amount
recognised for non-controlling
interests and the identification and
measurement of the net assets
acquired, is recognised in a separate
line item in the consolidated income
statement.
Contingent consideration is classified
in accordance with the underlying
contractual terms as a financial asset
or liability, an equity instrument
or a provision. To the extent that
subsequent changes in the fair value
of a financial asset or liability do not
correspond to a measurement period
adjustment, they are recognised
in profit or loss. Contingent
consideration classified as equity is
not subsequently remeasured, and
its settlement is recognised in equity.
Contingent consideration classified
as a provision is subsequently
recognised at fair value with changes
recognised in profit or loss.
2.5 Non-controlling
interests
Non-controlling interests in
subsidiaries are recognised at the
acquisition date at their proportionate
share of the fair value of the
identifiable net assets.
Non-controlling interests are
presented in consolidated equity
separately from the equity
attributable to the shareholders
of the Parent. Non-controlling
interests in the consolidated results
for the year are likewise presented
separately in the consolidated
income statement.
The Group’s interest and the
non-controlling interests in the
consolidated results for the year
and in the changes in equity of
subsidiaries, after taking into account
consolidation adjustments and
eliminations, are determined on the
basis of ownership interests at the
reporting date, without considering
the possible exercise or conversion
of potential voting rights and after
deducting the effect of dividends,
whether agreed or not, on cumulative
preference shares classified in equity.
However, the Group’s interest and
the non-controlling interests are
determined taking into account the
possible exercise of potential voting
rights and other derivative financial
instruments that, in substance,
currently provide access to the
returns associated with ownership
interests in subsidiaries.
Profit or loss and each component
of other comprehensive income are
attributed to the equity attributable
to the shareholders of the Parent
and to non-controlling interests
in proportion to their ownership
interests, even if this results in a
deficit balance in non-controlling
interests. Agreements entered
into between the Group and non-
controlling interests are recognised as
a separate transaction.
The Group recognises put options
over interests in subsidiaries granted
to non-controlling interests at
the acquisition date of a business
combination as an anticipated
acquisition of those interests,
recognising a financial liability at the
present value of the best estimate
of the amount payable, which
forms part of the consideration
transferred. Put options over interests
in subsidiaries granted to non-
controlling interests subsequent
to the business combination are
recognised as a financial liability at
the present value of the best estimate
of the amount payable, with a
corresponding entry in reserves.
In subsequent periods, changes in the
financial liability are recognised as a
finance expense or finance income
in profit or loss. Any discretionary
dividends paid to non-controlling
interests up to the exercise date
of the options are recognised as a
distribution of profits. If the options
are ultimately not exercised, the
transaction is recognised as a sale
of interests to non-controlling
shareholders.
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2.6 Associates and joint ventures
which significant influence or joint
control is obtained, respectively, until
the date on which the Parent can no
longer justify their existence.
Investments in associates and joint
ventures are initially recognised
at cost, including any directly
attributable acquisition costs and any
contingent consideration asset or
liability dependent on future events
or the fulfilment of certain conditions.
Any excess of the cost of the
investment over the Group’s share
of the fair values of the identifiable
net assets is recognised as goodwill,
which is included in the carrying
amount of the investment. Any
shortfall, after reassessing the cost of
the investment and the identification
and measurement of the net assets
of the associate or joint venture, is
recognised as income in determining
the investor’s share of the profit or
loss of the associate or joint venture in
the year of acquisition.
The accounting policies of associates
and joint ventures have been aligned
in terms of reporting date and
measurement on the same basis as
that applied to subsidiaries.
The Group’s share of the profits
or losses of associates and joint
ventures arising from the acquisition
date is recognised as an increase or
decrease in the carrying amount of
the investments, with a corresponding
entry in the line item Share of profit
or loss of associates accounted for
using the equity method in the
consolidated income statement.
Similarly, the Group’s share of other
comprehensive income of associates
and joint ventures arising from the
acquisition date is recognised as an
increase or decrease in the carrying
amount of the investments, with
the corresponding entry recognised
by nature in other comprehensive
income. Dividend distributions are
recognised as a reduction in the
carrying amount of the investments.
In determining the Group’s share of
profits or losses, including impairment
losses recognised by associates or joint
ventures, income and expenses arising
from the acquisition method are taken
into account.
The Group’s share of the profits
or losses of associates and joint
ventures and of changes in equity is
determined on the basis of ownership
interests at the reporting date,
without considering the possible
exercise or conversion of potential
voting rights. However, the Group’s
share is determined taking into
account the possible exercise of
potential voting rights and other
derivative financial instruments
that, in substance, currently provide
access to the returns associated with
ownership interests in associates or
joint ventures.
Losses of associates and joint ventures
attributable to the Group are limited
to the amount of the net investment,
except where the Group has incurred
legal or constructive obligations or
has made payments on behalf of the
associates or joint ventures. For the
purposes of recognising impairment
losses in associates and joint ventures,
the net investment is determined
as the carrying amount resulting
from the application of the equity
method together with any other item
that, in substance, forms part of the
investment in the associates or joint
ventures. Any excess of losses over
the investment in equity instruments
is allocated to the remaining
components in reverse order of
their priority in liquidation. Profits
subsequently generated by those
associates or joint ventures for which
recognition of losses had been limited
to the amount of the investment are
recognised to the extent that they
exceed previously unrecognised losses.
The Group applies the measurement
An associate is an entity over which
the Parent, directly or indirectly
through subsidiaries, exercises
significant influence. Significant
influence is the power to participate
in the financial and operating
policy decisions of the investee
(generally accompanied by an
ownership interest of between
20% and 50% of the voting rights),
without constituting control or
joint control. In assessing whether
significant influence exists, potential
voting rights that are exercisable or
convertible at the reporting date of
each year are considered, including
potential voting rights held by the
Group or by another entity.
Joint arrangements are those
in which there is a contractual
agreement to share control over an
economic activity, such that decisions
about the relevant activities require
the unanimous consent of the Group
and the other parties or operators. A
joint venture is a joint arrangement
whereby the parties that have
joint control of the arrangement
have rights to the net assets of the
arrangement.
Investments in associates and joint
ventures are accounted for using
the equity method from the date on
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criteria for financial instruments to the
other components that form part of
the net investment and to which the
equity method is not applied, prior
to recognising the losses referred to
above. In applying those criteria, the
Group does not take into account
the recognition of losses arising from
the equity method in the carrying
amount of those items. As a result,
the measurement of those items
at fair value and, where applicable,
impairment, affects the recognition of
losses arising from the equity method
in prior periods and in the current year.
Unrealised gains and losses arising
from transactions between the Group
and associates or joint ventures are
recognised only to the extent of the
interests of other unrelated investors.
This criterion does not apply to the
recognition of unrealised losses that
provide evidence of impairment of
the asset transferred. However, gains
and losses arising from transactions
between the Group and associates
or joint ventures involving net
assets that constitute a business are
recognised in full.
Unrealised gains and losses on non-
monetary contributions of assets that
do not constitute a business by the
Group to associates or joint ventures
are recognised in accordance with the
substance of the transaction. In this
respect, where the assets transferred
are retained in the associate or
joint venture and the transaction
has commercial substance, only
the proportionate share of gains
or losses attributable to the other
parties is recognised. Otherwise,
no gain or loss is recognised on
the transaction. Deferred gains or
losses are recognised against the
carrying amount of the investment.
Unrealised losses are not eliminated
to the extent that they provide
evidence of impairment of the asset
transferred. Where, in addition to the
interest received, the Group receives
monetary or non-monetary assets,
the result of the transaction relating
to the latter is recognised.
In non-monetary contributions of
businesses by the Group to associates,
gains and losses are recognised in full.
On the reduction of an interest in an
associate or joint venture resulting
in the loss of significant influence or
joint control, respectively, the Group
recognises a gain or loss equal to the
difference between the consideration
received, plus the fair value of any
retained investment, and the carrying
amount of the interest. The other
comprehensive income relating
to the associate or joint venture is
reclassified in full to profit or loss or
reserves as if the associate or joint
venture had directly disposed of the
related assets or liabilities.
On the reduction of an interest in an
associate that does not result in the
loss of significant influence, or where
the Group loses joint control of a
joint venture but retains significant
influence, the Group recognises a
gain or loss equal to the difference
between the consideration
received and the proportionate
share of the carrying amount of
the interest disposed of. The other
comprehensive income relating
to the proportionate share of the
associate disposed of is reclassified
to profit or loss or reserves as if the
associate had directly disposed
of the related assets or liabilities.
If the transaction results in a loss,
the Group assesses the retained
investment for impairment.
On the additional acquisition of
interests in an associate, including
obtaining joint control, the Group
applies the criteria established
for the initial acquisition of
investments in associates at the date
significant influence is obtained,
to the proportionate share of the
investment acquired.
After application of the equity
method, the Group assesses whether
there is objective evidence of
impairment of the net investment in
the associate or joint venture.
Impairment is determined by
comparing the carrying amount of the
net investment in the associate or joint
venture with its recoverable amount,
being the higher of value in use and
fair value less costs of disposal. In this
regard, value in use is determined by
reference to the Group’s share of the
present value of the estimated cash
flows from ordinary activities and
the amounts that may arise from the
ultimate disposal of the associate or
joint venture.
The recoverable amount of the
investment in an associate or
joint venture is assessed for each
associate or joint venture individually,
unless it does not constitute a cash
generating unit.
Impairment losses are not allocated
to goodwill or to other assets implicit
in the investment in associates
or joint ventures arising from the
application of the acquisition method.
In subsequent periods, reversals
of impairment of investments are
recognised in profit or loss to the
extent that there is an increase in
the recoverable amount. Impairment
losses are presented separately from
the Group’s share of the results of
associates and joint ventures.
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2.7 Joint ventures
A joint operation is a joint
arrangement whereby the
parties that have joint control
of the arrangement have rights
to the assets and obligations
for the liabilities relating to the
arrangement.
In joint operations, the Group
recognises in the consolidated
financial statements its assets,
including its share of jointly
controlled assets; its liabilities,
including its share of liabilities
incurred jointly with the other
operators; the revenue from the
sale of its share of the output
arising from the joint operation;
its share of the revenue from the
sale of the output arising from the
joint operation; and its expenses,
including its share of any jointly
incurred expenses.
The acquisition by the Group of an
initial and subsequent interest in
a joint operation that constitutes a
business is recognised by applying
the criteria developed for business
combinations to the extent of the
percentage interest held in the
individual assets and liabilities.
However, on the subsequent
acquisition of an additional interest
in a joint operation, the previously
held interest in the individual assets
and liabilities is not remeasured,
provided that the Group retains joint
control.
In transactions involving the sale or
contribution of assets by the Group
to joint operations, gains or losses
are recognised only to the extent of
the interests of the other operators,
unless the losses provide evidence
of a loss or impairment of the assets
transferred, in which case they are
recognised in full.
In transactions involving purchases
by the Group from joint operations,
gains or losses are recognised only
when the acquired assets are sold to
third parties, unless the losses provide
evidence of a loss or impairment
of the assets acquired, in which
case the Group recognises in full its
proportionate share of the losses.
The consolidated financial
statements are presented in
thousands of euros, rounded to
the nearest thousand, which is the
functional and presentation currency
of the Parent.
Foreign currency transactions
are translated into the functional
currency using the spot exchange
rates between the functional currency
and the foreign currency at the
dates of the transactions. The spot
exchange rate is the rate used in
transactions with immediate delivery.
Monetary assets and liabilities
denominated in foreign currency are
translated into euros at the closing
rate at the reporting date, whereas
non-monetary items measured at
historical cost are translated using
the exchange rates at the date of
the transaction. For these purposes,
advances to suppliers and from
customers are treated as non-
monetary items and are therefore
translated at the exchange rate
prevailing on the date of payment or
receipt. The subsequent recognition
of inventories received or revenue
from sales, in respect of the advance,
is measured at the original exchange
rate and not at the rate prevailing at
the transaction date. Finally, non-
monetary assets measured at fair
value are translated into euros using
the exchange rate at the date on
which the fair value was determined.
In presenting the consolidated
statement of cash flows, cash
flows arising from foreign currency
transactions are translated into euros
using the exchange rates at the dates
on which the cash flows occurred.
The effect of exchange rate changes
on cash and cash equivalents
denominated in foreign currency is
presented separately in the statement
of cash flows as “Effect of exchange
rate differences on cash”.
Exchange differences arising on
the settlement of foreign currency
transactions and on the translation
into euros of monetary assets and
liabilities denominated in foreign
currency are recognised in profit or
loss. However, exchange differences
arising on monetary items that
form part of the net investment in
foreign operations are recognised
as translation differences in other
comprehensive income.
Exchange gains or losses relating to
monetary financial assets or liabilities
denominated in foreign currency are
also recognised in profit or loss.
2.8 Foreign currency transactions and balances
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Monetary financial assets
denominated in foreign currency
classified at fair value through
other comprehensive income
are considered to be measured
at amortised cost in the foreign
currency and, accordingly, exchange
differences arising from changes
in amortised cost are recognised
in profit or loss, with the remaining
change in fair value recognised
in accordance with section 2.13
(financial instruments).
The Group presents the effect of
translating deferred tax assets and
liabilities denominated in foreign
currency together with deferred
income tax in profit or loss.
Exchange gains or losses on non-
monetary financial assets and
liabilities and on monetary financial
assets and liabilities measured
at fair value through profit or
loss are recognised together
with the change in fair value in
other comprehensive income or
in profit or loss. The remaining
change in fair value is recognised
in accordance with section 2.13
(financial instruments). However,
the exchange component of equity
instruments denominated in foreign
currency and measured at fair value
through other comprehensive
income that are designated as
hedged items in fair value hedges
of that component is recognised in
other comprehensive income.
The translation into euros
of foreign operations whose
functional currency is not that
of a hyperinflationary economy
is performed using the following
criteria:
□ Assets and liabilities, including
goodwill and adjustments to net
assets arising on acquisition of the
operations, including comparative
balances, are translated at the
closing rate at the date of each
balance sheet.
□ Income and expenses, including
comparative balances, are
translated at the exchange rates
prevailing on the date of each
transaction.
□ The resulting exchange
differences arising from the
application of the above
criteria are recognised as
translation differences in other
comprehensive income.
The same criteria apply to the
translation of the financial
statements of entities accounted for
using the equity method, with the
translation differences corresponding
to the Group’s interest recognised in
other comprehensive income.
In presenting the consolidated
statement of cash flows, the cash
flows, including comparative
balances, of foreign subsidiaries
and joint ventures are translated
into euros using the exchange rates
prevailing at the dates on which the
cash flows occurred.
Translation differences recognised
in other comprehensive income
are reclassified to profit or loss, as
an adjustment to the gain or loss
on disposal, in accordance with the
criteria set out in the sections on
subsidiaries and associates.
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2.9 Property, plant and equipment
The cost of property, plant and
equipment constructed by the
Group is determined using the same
principles as for acquired assets,
and additionally incorporates the
criteria applied in determining the
cost of inventories. Revenue from the
sale of items produced during the
commissioning period of property,
plant and equipment and the
related costs are recognised in the
consolidated income statement.
The cost of property, plant and
equipment includes an estimate of
dismantling and removal costs and
site restoration costs, where these
constitute obligations incurred as
a consequence of their use and for
purposes other than the production
of inventories.
Spare parts intended to be
installed in facilities, equipment
and machinery as replacements
for similar items are measured in
accordance with the principles
described above. Spare parts with a
storage cycle of less than one year
are recorded as inventories. Spare
parts with a storage cycle exceeding
one year and which relate exclusively
to specific assets are recognised
and depreciated together with
those assets. In other cases, they are
recognised as “Other property, plant
and equipment” and depreciated,
where identifiable, in line with the
depreciation pattern of the asset
being replaced. In general, such
spare parts are depreciated from
the date they are incorporated into
the asset, taking into account the
weighted technological or economic
useful life of the assets to which
they may be attached and their own
technical obsolescence.
Subsequent costs are included in
the carrying amount of the asset
or recognised as a separate asset,
as appropriate, only when it is
probable that future economic
benefits associated with the item
will flow to the Group and the cost of
the item can be measured reliably.
The carrying amount of replaced
components is derecognised. Where
the cost of replaced elements has
not been depreciated separately and
it is impracticable to determine their
carrying amount, the replacement
cost is used as an indication of the
cost of those elements at the time
of acquisition or construction. All
other repairs and maintenance are
charged to the consolidated income
statement in the period in which
they are incurred.
Depreciation of property, plant and
equipment is calculated by allocating
the depreciable amount of the asset
systematically over its estimated
useful life or the remaining life
of mine (LOM), field or lease. The
depreciable amount represents the
acquisition cost less residual value.
The Group determines depreciation
expense separately for each
component, whether physical or
non-physical, including costs related
to major overhauls of property, plant
and equipment that are significant
in relation to the total cost of the
asset and have a useful life different
from the remainder of the asset.
Depreciation commences when the
asset is available for use.
The principal categories of
property, plant and equipment
are depreciated either on a units
of production (UOP) basis or on a
straight-line basis over their useful
lives as follows:

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

Property, plant and equipment is
recognised at historical cost less
accumulated depreciation and,
where applicable, accumulated
impairment losses.
When property, plant and equipment
is acquired through a non-monetary
exchange, the asset is measured
at fair value unless the exchange
transaction lacks commercial
substance or the fair value of neither
the asset received nor the asset
given up can be measured reliably.
An exchange transaction is considered
to have commercial substance when
the configuration of the cash flows of
the asset received differs from that
of the asset transferred, or when the
entity-specific value of the portion of
the Group’s operations is affected by
the transaction changes as a result of
the exchange, and such difference is
significant relative to the fair value of
the assets exchanged.
If the exchange lacks commercial
substance or fair value cannot be
measured reliably, the asset received
is measured at the carrying amount
of the asset given up, adjusted
for any monetary consideration
transferred, and subject to a ceiling
equal to the fair value of the asset
received, where available.
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The Group reviews the residual value,
useful life and depreciation method
of property, plant and equipment
at each reporting date. Changes to
the originally established criteria are
recognised as changes in accounting
estimates.
In particular, the Group considers
the impact of health, safety and
environmental legislation in assessing
expected useful lives and estimated
residual values. The Group also
considers climate-related matters,
including physical and transition
risks. Specifically, the Group assesses
whether climate-related legislation
and regulation could affect useful
lives or residual values, for example
by prohibiting or restricting the use
of fossil fuel-powered machinery or
imposing additional energy efficiency
requirements on buildings and offices.
The Group assesses impairment
losses and reversals of impairment
losses of property, plant and
equipment in accordance with
the criteria set out in Note 2.12
Impairment of non-financial assets.
Property, plant and equipment is
derecognised upon disposal or when
no future economic benefits are
expected from its use or disposal.
The disposal date is the date on
which the buyer obtains control
of the asset in accordance with
the accounting policy for Revenue
from contracts with customers.
The consideration received and any
subsequent changes thereto are
determined in accordance with that
revenue policy. Gains and losses on
disposal are recognised within “Other
income” in the consolidated income
statement.
a) Mining rights
Ore Reserves and Mineral Resources
that can be reliably measured
are recognised at fair value at the
acquisition date of the business in
accordance with Note 2.4 Business
combinations. Mining rights whose
fair value cannot be measured
reliably are not recognised.
Exploitable mining rights are
depreciated using the UOP method
over commercially recoverable
Ore Reserves and, in certain
circumstances, over additional
Mineral Resources. Mineral Resources
are included in depreciation
calculations when there is a high
degree of confidence that they will
be economically extracted.
b) Deferred mining costs:
stripping costs
These primarily comprise certain
capitalised costs relating to stripping
activities in both the pre-production
and production phases, as described
below.
Stripping costs incurred during the
development phase of a mine (or
pit) prior to the commencement of
production are capitalised as part of
the cost of constructing the mine (or
pit) and subsequently depreciated
over the life of mine on a UOP basis.
Production stripping costs that relate
to improving access to an identifiable
component of the ore body, and that
provide future economic benefits
through improved access to ore to
be mined in future periods (stripping
activity asset), are capitalised within
deferred mining costs provided that
all of the following conditions are met:
i. it is probable that the future
economic benefit associated
with the stripping activity will be
realised;
ii. the component of the ore body
for which access has been
improved can be identified; and
iii. the costs relating to the stripping
activity associated with improved
access can be measured reliably.
If all criteria are not met, production
stripping costs are expensed as
incurred.
The stripping activity asset is
initially measured at cost, being
the accumulation of costs directly
incurred to perform the stripping
activity that improves access to
the identified ore component,
together with an allocation of directly
attributable overheads in accordance
with the principles used to determine
the cost of inventories.
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c) Exploration expenditure
In accordance with the Group’s
accounting policy, exploration
expenditure is not capitalised until
management determines that the
project has entered the development
phase and that construction of the
related mining or infrastructure
asset will commence. This does not
refer to real estate property, but
to the development of a mining
asset or associated infrastructure in
accordance with IAS 16 and IFRS 6.
Capitalisation only occurs once a high
degree of confidence exists in the
technical and economic viability of the
project and it is considered probable
that future economic benefits will flow
to the Group.
The development decision is taken
based on the economic prospects of
the project, including future metal
prices, Ore Reserves and Mineral
Resources, and estimated operating
and capital costs.
Subsequent recovery of the resulting
carrying amount depends on the
successful development or sale of
the undeveloped project. If a project
is determined to be non-viable, all
irrecoverable costs associated with the
project, net of any related impairment
provisions, are recognised in the
consolidated income statement.
d) Assets under construction
All subsequent expenditure incurred
in the construction, installation
or completion of infrastructure
facilities, including processing
plants and other works necessary
for mining operations, is capitalised
under “Assets under construction”.
Costs incurred in testing assets
to determine whether they are
functioning as intended are
capitalised.
In accordance with IAS 16, revenue
from the sale of any products
produced during the testing phase
is recognised as revenue in the
consolidated income statement,
and the related production costs are
recognised in accordance with IAS
2 Inventories. Such revenue is not
offset against the cost of assets under
construction.
Development expenditure, including
investment in intangible assets, is
capitalised when the following criteria
are met:
□ The costs are directly attributable
to the preparation of the asset.
□ The technical and commercial
feasibility of the project has been
demonstrated, and it is probable
that the expenditure will generate
future economic benefits, based
on an economic evaluation of the
project that considers market
conditions, resource estimates,
expected operating and capital costs
and management’s strategic intent.
Costs incurred before technical and
commercial feasibility has been
demonstrated, or those relating
to general research activities, are
expensed as incurred.
Assets under construction are
transferred to the appropriate asset
categories when they are substantially
completed and ready for their
intended productive use. Depreciation
commences at that date.
e) Borrowing costs
The Group capitalises borrowing
costs that are directly attributable
to the acquisition, construction or
production of qualifying assets as part
of the cost of those assets. Qualifying
assets are those that necessarily take
a substantial period of time to get
ready for their intended use or sale.
To the extent that funds are borrowed
specifically for the purpose of
obtaining a qualifying asset, the
amount of borrowing costs eligible
for capitalisation is determined
based on the actual borrowing costs
incurred during the period, less any
investment income earned on the
temporary investment of those funds.
Borrowings obtained specifically for a
qualifying asset are treated as general
borrowings once substantially all the
activities necessary to prepare the
asset for its intended use or sale have
been completed.
The amount of borrowing costs
capitalised in respect of general
borrowings is determined by
applying a weighted average
capitalisation rate to the expenditure
on qualifying assets, without
exceeding the total borrowing costs
incurred during the period.
Capitalisation of borrowing costs
commences when expenditure for
the asset is incurred, borrowing costs
are incurred and activities necessary
to prepare the asset (or part thereof)
for its intended use or sale are in
progress. Capitalisation ceases
when substantially all the activities
necessary to prepare the asset (or
part thereof) for its intended use or
sale have been completed.
Capitalisation of borrowing costs is
suspended during extended periods
in which development activities are
interrupted, unless such temporary
delay is necessary to bring the asset
into a condition suitable for its
intended use or sale.
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The Group has lease contracts
for various items of laboratory
equipment, motor vehicles, land
and buildings used in its operations.
Leases of laboratory equipment and
motor vehicles generally have lease
terms of four years, while land and
buildings generally have lease terms
over the life of the mine. The Group’s
obligations under its lease contracts
are secured by the lessor’s title to the
leased assets. In general, the Group
is restricted from assigning and
subleasing the leased assets.
At inception of a contract, the Group
assesses whether a contract is, or
contains, a lease. That is, whether
the contract conveys the right to
control the use of an identified asset
for a period of time in exchange for
consideration.
The Group applies a single
recognition and measurement
approach for all leases, except for
short-term leases and leases of low
value assets.
At the commencement date, the
Group recognises a right of use
asset and a lease liability. The right
of use asset comprises the amount
of the lease liability, any lease
payments made at or before the
commencement date less any lease
incentives received, any initial direct
costs incurred and an estimate of
dismantling or restoration costs to be
incurred, as set out in the accounting
policy on provisions.
The Group measures the lease
liability at the present value of the
lease payments that are unpaid at
the commencement date. The lease
payments are discounted using the
appropriate incremental borrowing
rate, unless the interest rate implicit in
the lease can be reliably determined.
Outstanding lease payments
comprise fixed payments, less
any incentives receivable, variable
payments that depend on an index
or rate, initially measured using the
index or rate at the commencement
date, amounts expected to be payable
under residual value guarantees, the
exercise price of a purchase option
if exercise is reasonably certain and
payments of penalties for terminating
the lease, if the lease term reflects the
exercise of the termination option.
The Group measures right of use
assets at cost, less accumulated
depreciation and accumulated
impairment losses, adjusted for any
remeasurement of the lease liability.
□ If the contract transfers ownership
of the asset to the Group at the end
of the lease term or the right of use
asset includes the exercise price
of a purchase option, depreciation
is charged in accordance with
the criteria set out for property,
plant and equipment from the
commencement date to the
end of the useful life of the asset.
Otherwise, the Group depreciates
the right of use asset from the
commencement date to the earlier
of the end of the useful life of the
right of use asset or the end of the
lease term.
□ The Group applies the impairment
criteria for non-current assets set
out in section 2.12 to right of use
assets.
□ The lease liability is increased by
the finance cost accrued, reduced
by lease payments made and
remeasured to reflect any lease
modifications or revisions to in
substance fixed payments.
□ Variable lease payments
not included in the initial
measurement of the lease liability
are recognised in profit or loss in
the period in which the events
or conditions that trigger those
payments occur.
□ Remeasurements of the lease
liability are recognised as an
adjustment to the right of use
asset, until it is reduced to zero and
thereafter in profit or loss.
□ The Group remeasures the lease
liability by discounting the revised
lease payments using a revised
discount rate if there is a change in
the lease term or a change in the
assessment of whether a purchase
option will be exercised.
□ The Group remeasures the lease
liability if there is a change in the
amounts expected to be payable
under a residual value guarantee
or a change in the index or rate
used to determine lease payments,
including a change to reflect
revisions to market rents once such
revisions take effect.
The Group accounts for the full
or partial derecognition of a lease
liability in accordance with the criteria
applicable to the derecognition of
financial liabilities.
2.10 Leases
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A reassessment after the
commencement date is made only
if one of the following conditions
applies:
a) There is a change in the
contractual terms, other than
a renewal or extension of the
agreement.
b) A renewal option is exercised, or
an extension is granted, unless
the term of the renewal or
extension was initially included in
the lease term.
c) There is a change in the
assessment of whether fulfilment
depends on a specified asset.
d) There is a substantial change in
the asset.
The Group accounts for a lease
modification as a separate lease if the
scope of the lease increases by adding
one or more rights of use, and the
consideration for the lease increases
by an amount commensurate
with the stand alone price for the
increase in scope and any appropriate
adjustments to that stand alone price
to reflect the particular circumstances
of the contract.
If the modification does not result
in a separate lease, at the effective
date of the modification the Group
allocates the consideration to the
modified contract as described
above, redetermines the lease term
and remeasures the lease liability
by discounting the revised lease
payments using a revised discount
rate. The Group decreases the carrying
amount of the right of use asset to
reflect the partial or full termination
of the lease in modifications that
decrease the scope of the lease and
recognises any gain or loss in profit
or loss. For all other modifications,
the Group makes a corresponding
adjustment to the carrying amount of
the right of use asset.
Short-term leases and leases of low
value assets
The Group applies the short-term
lease recognition exemption to its
short-term leases of machinery and
equipment, that is, leases with a
lease term of 12 months or less from
the commencement date and that
do not contain a purchase option.
It also applies the low value asset
recognition exemption to leases of
office equipment that are considered
to be of low value, that is, below
€5,000. Lease payments on short-term
leases and leases of low value assets
are recognised as an expense on a
straight-line basis over the lease term.
2.11 Intangible assets
a) Permits
Permits represent legal rights,
licences and authorisations required
to advance mining projects from
the pre-development stage
to production. Costs directly
attributable to obtaining these
permits are capitalised as intangible
assets, provided that they meet the
recognition criteria set out in IAS
38 – Intangible Assets. These costs
generally include application fees,
environmental and engineering
studies, legal fees and other
necessary expenditure incurred to
obtain the permits.
No amortisation is recognised in
respect of these intangible assets
until the associated project enters
the commercial production phase.
Once the required permits have
been obtained and production
commences, the capitalised permit
costs are amortised using the units
of production (UOP) method, based
on the commercially recoverable
Ore Reserves of the related mining
project.
If at any time it is determined that
a permit will not be utilised due to
project suspension or regulatory
changes, the capitalised costs
are immediately impaired and
recognised as an expense in the
consolidated income statement.
The Group periodically assesses the
status of each project. If a subsequent
evaluation determines that the
circumstances that gave rise to the
impairment have ceased to exist or
have been reasonably mitigated,
the Group reverses the previously
recognised impairment loss.
b) Other intangible assets,
including computer software
Intangible assets are presented
in the consolidated statement
of financial position at cost less
accumulated amortisation and
accumulated impairment losses.
The cost of intangible assets
acquired in a business combination
is their fair value at the acquisition
date, provided that they meet the
recognition criteria set out in IFRS 3.
The Group assesses, for each
acquired intangible asset, whether
its useful life is finite or indefinite.
An intangible asset is considered to
have an indefinite useful life when
there is no foreseeable limit to the
period over which it is expected to
generate net cash inflows.
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Amortisation of intangible assets with finite useful lives is calculated by allocating
the depreciable amount systematically over their estimated useful lives as follows:

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

For this purpose, the depreciable
amount represents the acquisition
cost or deemed cost less residual
value.
Intangible assets with indefinite
useful lives are not amortised but
are tested annually for impairment,
or more frequently if indicators of
impairment exist.
The Group reviews the residual value,
useful life and amortisation method
of intangible assets at each reporting
date. Changes to the originally
established estimates are accounted
for as changes in accounting
estimates.
The Group assesses and recognises
impairment losses and reversals of
impairment losses on intangible assets
in accordance with the criteria set out
in Note 2.12.
An intangible asset is derecognised
upon disposal or when no future
economic benefits are expected from
its use or disposal. The disposal date is
the date on which the buyer obtains
control of the asset in accordance with
the accounting policy for Revenue
from contracts with customers. The
consideration received on disposal and
any subsequent adjustments thereto
are determined in accordance with
that policy.
c) Contingent liabilities in the acquisition of intangible assets
The Group has adopted the
approach set out in IFRIC 1 for
contingent payments related to
the acquisition of assets. When
acquiring intangible assets subject
to contingent payments dependent
on future events, such as in the case
of the Touro, Masa Valverde and
Ossa Morena projects (see Note 1),
the Group assesses whether such
payments are directly attributable to
the cost of the acquired asset.
If the analysis concludes that the
payment is linked to the acquisition
cost, the Group recognises an
intangible asset reflecting the fair
value of the rights acquired and a
corresponding liability based on the
best estimate of the expected future
payment, including any anticipated
undetermined costs.
If the contingent payment is not
directly related to the acquisition
cost of the asset, it is recognised as
an expense in the period in which it
is incurred.
Subsequent changes in the
estimated liability resulting from
revisions to assumptions, project
viability or economic factors are
recognised as an adjustment to the
carrying amount of the intangible
asset. If, at a later stage, uncertainty
arises regarding continuation of the
project leading to a reassessment
of the probability of making the
contingent payment, the Group
adjusts the liability accordingly and
recognises the change against the
carrying amount of the asset.
Where intangible assets include
non-controlling interests, the Group
allocates the corresponding portion
of the asset to non-controlling
shareholders, ensuring that valuation
adjustments to contingent liabilities
are appropriately reflected. This
policy is applied consistently across
all projects to ensure compliance
with IFRS and alignment with
industry practice.
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2.12 Impairment of non-financial assets
Assets that have an indefinite
useful life (for example, goodwill
or intangible assets not yet
available for use) are not subject to
amortisation and are tested annually
for impairment. Assets that are
subject to amortisation are reviewed
for impairment whenever events or
changes in circumstances indicate
that the carrying amount may not
be recoverable.
An impairment loss is recognised
in profit or loss when the carrying
amount of an asset exceeds
its recoverable amount. The
recoverable amount of an asset is
the higher of its fair value less costs
of disposal and its value in use.
Value in use is determined based
on the expected future cash flows
to be derived from the use of the
asset, expectations about possible
variations in the amount or timing
of those cash flows, the time value
of money, the price for bearing
the uncertainty inherent in the
asset and other factors that market
participants would consider in
assessing the future cash flows
related to the asset. The Group
assesses whether climate related
risks, including physical risks
and transition risks, could have a
significant impact on the value in
use of assets.
The recoverable amount is
determined for an individual asset
unless the asset does not generate
cash inflows that are largely
independent of those from other
assets or groups of assets. In such
cases, the recoverable amount is
determined for the Cash Generating
Unit (CGU) to which the asset
belongs.
When testing a CGU for impairment,
the Group identifies the common
assets related to it. If a portion of the
common assets can be allocated
to the CGU on a reasonable
and consistent basis, the Group
compares the carrying amount of
the CGU, including the allocated
common assets, with its recoverable
amount and recognises any
impairment loss at the CGU level. If
the Group cannot allocate a portion
of the common assets to the CGU on
a reasonable and consistent basis,
it compares the carrying amount
of the CGU, excluding the common
assets, with its recoverable amount
and recognises any impairment
loss at the CGU level. The Group
then identifies the smallest group
of CGUs to which the carrying
amount of the common assets can
be allocated on a reasonable and
consistent basis and compares the
carrying amount of that group of
CGUs, including the common assets,
with its recoverable amount and
recognises any impairment loss at
the level of that group of CGUs.
Impairment losses relating to a CGU
are allocated first to reduce, where
applicable, the carrying amount of
any goodwill allocated to the CGU
and then to the other assets of the
CGU on a pro rata basis according to
the carrying amount of each asset,
subject to the limit that the carrying
amount of each asset is not reduced
below the highest of its fair value
less costs of disposal, its value in use
and zero.
At each reporting date, the Group
assesses whether there is any
indication that an impairment loss
recognised in prior periods may no
longer exist or may have decreased.
Impairment losses relating to
goodwill are not reversible.
Impairment losses for other assets
are reversed only if there has been
a change in the estimates used to
determine the asset’s recoverable
amount.
A reversal of an impairment loss is
recognised in profit or loss. However,
the increased carrying amount of
an asset attributable to a reversal
of an impairment loss shall not
exceed the carrying amount that
would have been determined, net
of amortisation, had no impairment
loss been recognised.
The reversal of an impairment loss
for a CGU is allocated to the assets
of the CGU, except for goodwill, on
a pro rata basis according to the
carrying amount of those assets,
subject to the limit that the carrying
amount of each asset does not
exceed the lower of its recoverable
amount and the carrying amount
that would have been determined,
net of amortisation, had no
impairment loss been recognised.
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a) Recognition and classification
of financial instruments
Financial instruments are classified
on initial recognition as a financial
asset, a financial liability or an equity
instrument, in accordance with
the substance of the contractual
arrangement and the definitions of
a financial asset, financial liability or
equity instrument set out in IAS 32
Financial Instruments: Presentation.
Financial instruments are recognised
when the Group becomes a party
to the contractual provisions of the
instrument.
For measurement purposes, the
Group classifies financial instruments
into the following categories:
□ Financial assets and liabilities at
fair value through profit or loss,
distinguishing those designated
on initial recognition from those
held for trading or mandatorily
measured at fair value through
profit or loss.
□ Financial assets and liabilities
measured at amortised cost.
□ Financial assets measured at fair
value through other comprehensive
income, distinguishing equity
instruments designated as such
from other financial assets.
The Group classifies financial assets,
other than those designated at fair
value through profit or loss and
equity instruments designated at fair
value through other comprehensive
income, based on the business
model and the characteristics of the
contractual cash flows. Financial
liabilities are classified as measured
at amortised cost, except for those
designated at fair value through profit
or loss and those held for trading.
A financial asset or liability is classified
as held for trading if:
□ It is acquired or incurred principally
for the purpose of selling or
repurchasing it in the near term.
□ On initial recognition it is part of
a portfolio of identified financial
instruments that are managed
together and for which there is
evidence of a recent actual pattern
of short-term profit taking.
□ It is a derivative, except for a
derivative designated as a hedging
instrument that meets the
conditions for hedge effectiveness
and a derivative that is a financial
guarantee contract.
□ It is an obligation to deliver
financial assets borrowed that are
not owned.
A financial asset is classified at
amortised cost if it is held within a
business model whose objective is
to hold financial assets in order to
collect contractual cash flows and
the contractual terms of the financial
asset give rise, on specified dates, to
cash flows that are solely payments
of principal and interest on the
principal amount outstanding (SPPI).
Contractual cash flows that are
SPPI are consistent with a basic
lending arrangement. In a basic
lending arrangement, interest
typically consists of consideration
for the time value of money and
credit risk. However, in such an
arrangement, interest may also
include consideration for other risks,
such as liquidity risk, and costs, such
as administrative costs associated
with holding the financial asset
for a particular period. In addition,
interest may include a profit margin
consistent with a basic lending
arrangement.
A financial asset is classified at fair
value through other comprehensive
income if it is held within a business
model whose objective is achieved
both by collecting contractual cash
flows and by selling financial assets
and the contractual terms of the
financial asset give rise, on specified
dates, to cash flows that are SPPI.
The Group has designated its
investments in listed equity
instruments as financial assets
measured at fair value through other
comprehensive income.
All other financial assets are
classified at fair value through profit
or loss.
Financial assets and liabilities arising
from contingent consideration in a
business combination are classified
as financial assets and liabilities at
fair value through profit or loss.
Other financial liabilities, except
for financial guarantee contracts,
loan commitments at below market
interest rates and financial liabilities
arising from a transfer of financial
assets that does not qualify for
derecognition or that is accounted
for using the continuing involvement
approach, are classified as financial
liabilities at amortised cost.
A financial asset and a financial
liability are offset only when the
Group has a currently enforceable
legal right to set off the recognised
amounts and intends either to
settle on a net basis or to realise
2.13 Financial instruments
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the asset and settle the liability
simultaneously. The legal right must
not be contingent on a future event
and must be legally enforceable in
the normal course of business, in the
event of insolvency or in the event of
judicially declared liquidation and in
the event of default.
The Group reclassifies financial
assets when it changes its business
model for managing those
assets. Financial liabilities are not
reclassified.
b) Financial assets and liabilities
at amortised cost
Financial assets and liabilities
at amortised cost are initially
recognised at fair value, plus or
minus transaction costs incurred,
and are subsequently measured at
amortised cost using the effective
interest method.
c) Financial assets and liabilities
at fair value through other
comprehensive income
Financial assets at fair value through
other comprehensive income are
initially recognised at fair value plus
directly attributable transaction costs.
Subsequent to initial recognition,
financial assets in this category
are measured at fair value, with
gains or losses recognised in other
comprehensive income, except for
foreign exchange gains and losses
as described in section 2.8 and
expected credit losses. Amounts
recognised in other comprehensive
income are reclassified to profit or
loss on derecognition of the financial
assets. However, interest calculated
using the effective interest method is
recognised in profit or loss.
As indicated above, the Group
has designated certain equity
instruments as measured at fair
value through other comprehensive
income. Subsequent to initial
recognition, these equity
instruments are measured at fair
value, with gains or losses recognised
in other comprehensive income.
Amounts recognised in other
comprehensive income are not
reclassified to profit or loss, although
they may be transferred to reserves
on derecognition of the instruments.
Dividends are recognised as set out
in section h) of this note.
d) Financial assets and liabilities
at fair value through profit or loss
Financial assets and liabilities at fair
value through profit or loss are initially
recognised at fair value. Directly
attributable transaction costs are
recognised in profit or loss as incurred.
Subsequent to initial recognition,
they are measured at fair value, with
changes recognised in profit or loss.
Changes in fair value include the
interest and dividend components.
Fair value is not reduced by
transaction costs that may be
incurred on sale or other disposal.
However, for financial liabilities
designated at fair value through
profit or loss, changes in fair value
attributable to the entity’s own
credit risk are recognised in other
comprehensive income. Amounts
recognised in other comprehensive
income are not subsequently
reclassified to the consolidated
income statement.
In accordance with IFRS 9, where
the Group holds a hybrid contract
containing a non-derivative host that
is a financial asset within the scope
of IFRS 9, the hybrid instrument
is assessed in its entirety for
classification purposes. Embedded
derivatives are not separated from
the host contract in such cases.
Where the contractual cash flows
of the hybrid instrument do not
represent solely payments of principal
and interest on the principal amount
outstanding, the instrument is
classified and measured at fair value
through profit or loss.
Convertible instruments held by
the Group are assessed under this
framework. Where the conversion
feature results in cash flows that do
not meet the solely payments of
principal and interest criterion, the
instrument is measured at fair value
through profit or loss .
e) Financial assets measured
at cost
Investments in equity instruments for
which there is insufficient information
to measure fair value, or where there
is a wide range of possible fair value
measurements, and derivatives
linked to such investments that
must be settled by delivery of those
investments, are measured at cost.
However, if at any time the Group is
able to obtain a reliable measurement
of fair value, the asset or contract is
measured at fair value, with gains or
losses recognised in profit or loss or
in other comprehensive income if the
instrument is designated at fair value
through other comprehensive income.
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f) Derecognition and
modification of financial assets
Financial assets are derecognised
when the rights to receive cash
flows from the financial assets have
expired or have been transferred
and the Group has transferred
substantially all the risks and
rewards of ownership.
In transactions in which a financial
asset is derecognised in its entirety,
any financial assets obtained
or financial liabilities incurred,
including liabilities relating to
servicing arrangements, are
recognised at fair value.
Derecognition of a financial
asset in its entirety results in
the recognition in profit or loss
of the difference between its
carrying amount and the sum of
the consideration received, net
of transaction costs, including
any assets obtained or liabilities
assumed and any cumulative
gain or loss previously recognised
in other comprehensive income,
except for equity instruments
designated at fair value through
other comprehensive income.
If the Group modifies the
contractual cash flows of a
financial asset without resulting in
derecognition, the carrying amount
is recalculated as the present
value of the modified cash flows
discounted at the original effective
interest rate or the original credit
adjusted effective interest rate, with
any difference recognised in profit
or loss. Fees and costs charged
by the Group adjust the carrying
amount of the financial asset and
are amortised over the remaining
term of the modified financial asset.
g) Impairment of financial
assets
The Group recognises in profit or
loss a loss allowance for expected
credit losses on financial assets
measured at amortised cost
and at fair value through other
comprehensive income.
For financial assets measured at fair
value through other comprehensive
income, the expected credit loss is
recognised in other comprehensive
income and does not reduce the
carrying amount of the assets.
Expected credit losses are based
on the difference between the
contractual cash flows due in
accordance with the contract and
all the cash flows that the Group
expects to receive, discounted at
an approximation of the original
effective interest rate. Expected
cash flows include cash flows from
the sale of collateral or other credit
enhancements that are integral to
the contractual terms.
The Group’s trade receivables
mainly arise from sales of copper
concentrate to large international
commodity trading companies.
Based on historical experience
and the creditworthiness of
counterparties, expected credit
losses are considered immaterial.
For receivables (other than trade
receivables measured at fair value
through profit or loss), the Group
applies the simplified approach
permitted by IFRS 9, which requires
lifetime expected credit losses to be
recognised from initial recognition
of the receivables.
At each reporting date, the Group
measures the loss allowance at an
amount equal to 12-month expected
credit losses for financial assets for
which credit risk has not increased
significantly since initial recognition
or where the Group determines that
the credit risk of a financial asset
has not increased significantly.
The Group considers a financial
asset to be in default when
contractual payments are 90 days
past due. However, in certain cases,
the Group may also consider a
financial asset to be in default when
internal or external information
indicates that it is unlikely that the
Group will receive the outstanding
contractual amounts in full before
taking into account any credit
enhancements held.
The Group considers cash and cash
equivalents to have low credit risk
based on the credit ratings of the
financial institutions with which the
cash or deposits are held.
A financial asset is written off when
there is no reasonable expectation
of recovering the contractual cash
flows, which generally occurs when
collection is more than one year
past due and there is no enforceable
collateral.
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h) Interest and dividends
Interest income is recognised using
the effective interest method, which
is the rate that exactly discounts
estimated future cash receipts
through the expected life of the
financial instrument to the carrying
amount of the instrument, based on
its contractual terms and without
considering expected credit losses.
Dividend income from investments
in equity instruments is recognised
in profit or loss when the Group’s
right to receive payment is
established, it is probable that the
economic benefits will flow to the
Group and the amount can be
measured reliably.
Dividends on equity instruments
classified at fair value through
other comprehensive income are
recognised in profit or loss unless
they clearly represent a recovery of
part of the cost of the investment,
in which case they are recognised in
other comprehensive income.
The Group derecognises a financial
liability, or part of it, when the
obligation specified in the liability
is discharged or is legally released,
either by a judicial process or by the
creditor.
An exchange of debt instruments
between the Group and a
counterparty, or substantial
modifications of the terms of
an existing financial liability, is
accounted for as an extinguishment
of the original financial liability and
the recognition of a new financial
liability where the terms are
substantially different.
The Group considers the terms to be
substantially different if the present
value of the cash flows under the
new terms, including any fees paid
net of any fees received, discounted
using the original effective interest
rate, differs by at least 10% from the
present value of the remaining cash
flows of the original financial liability.
For this purpose, only fees paid or
received between the borrower and
the lender are considered, including
fees paid or received by either party
on behalf of the other.
If the exchange is accounted for as
an extinguishment of the original
financial liability, any costs or fees are
recognised in profit or loss as part of
the gain or loss on extinguishment.
Otherwise, the modified cash flows
are discounted using the original
effective interest rate, with any
difference from the previous carrying
amount recognised in profit or loss.
Fees and costs adjust the carrying
amount of the financial liability and
are amortised using the amortised
cost method over the remaining
term of the modified liability.
i) Derecognition and modification of financial liabilities
The Group recognises in profit or loss
the difference between the carrying
amount of a financial liability, or part
of it, extinguished or transferred to
a third-party and the consideration
paid, including any non-cash assets
transferred or liabilities assumed.
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2.14 Contracts for the purchase or sale of non-financial assets
The Group enters into forward
contracts for the purchase or sale
of inventories in accordance with
its production requirements and
others for trading purposes. At
inception and on an ongoing basis,
the Group assesses whether such
contracts should be recognised as
derivative financial instruments. For
this purpose, the Group maintains
separate records of contracts that
meet the conditions not to be
classified as derivative financial
instruments and those that must be
considered as held for trading.
The Group treats as own use
contracts those contracts for the
purchase or sale of a non-financial
item that were entered into and
continue to be held for the purpose
of receipt or delivery in accordance
with the entity’s expected purchase,
sale or usage requirements.
Transaction costs relating to
contracts classified as own use
contracts are recognised in
accordance with the general criteria
applicable to costs related to
purchase and sale transactions.
The Group enters into contracts
relating to nature dependent
electricity. Contracts relating to
nature dependent electricity are
contracts that expose the entity
to variability in the underlying
volume of electricity because the
source of its generation depends on
uncontrollable natural conditions
(for example, weather conditions).
Contracts relating to nature
dependent electricity include both
contracts for the purchase or sale
of such electricity and financial
instruments based on that electricity.
Certain contracts relating to nature
dependent electricity require the
Group to purchase and take delivery
of electricity as it is generated. Such
contractual features expose the
Group to the risk of being required
to purchase electricity during a
supply period in which it cannot
use that electricity. In practice,
the Group may also be unable to
avoid selling unused electricity
because the design and operation
of the electricity market in which
the electricity is traded under the
contract require unused electricity to
be sold within a specified period.
In applying the above requirements,
such sales are not necessarily
inconsistent with holding a contract
in accordance with the Group’s
expected usage requirements. The
Group is considered to have entered
into and to hold such a contract
in accordance with its expected
electricity usage requirements if it
has been, and is expected to be, a net
purchaser of electricity over the term
of the contract. The Group is a net
purchaser of electricity if it purchases
sufficient electricity to offset sales
of unused electricity in the same
market in which those sales occur.
In determining whether it is a
net purchaser of electricity, the
Group considers reasonable and
supportable information that is
available without undue cost or
effort regarding its past, current and
expected electricity transactions over
a reasonable period. In determining
what constitutes a reasonable period,
the Group considers the variability
in the volume of electricity expected
to be generated due to the seasonal
cycle of natural conditions and
the variability in its own electricity
demand due to its operating cycle.
For the purpose of determining
whether the Group has been a net
purchaser, the reasonable period
does not exceed 12 months.
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2.15 Inventories
The Group’s inventories comprise
copper concentrates, ore stockpiles
and metal in circuit, materials and
supplies and spare parts. Inventory
is physically measured or estimated
and is stated at the lower of cost and
net realisable value.
Cost of purchase includes the
amount invoiced by the supplier
after deducting any discounts,
rebates or similar items, as well as
interest incorporated in the nominal
amount of payables and any
additional costs incurred until the
goods are in their location for sale,
other costs directly attributable to
the acquisition and non-recoverable
indirect taxes.
Cost of production comprises the
purchase cost of raw materials
and other consumables and
costs directly related to the
units produced, together with a
systematic allocation of variable and
fixed production overheads incurred
in the process of conversion,
including depreciation. Fixed
production overheads are allocated
based on normal production
capacity or actual production,
whichever is higher. Identifiable
conversion costs for each metal are
specifically allocated.
The cost of raw materials and other
supplies and the cost of production
are assigned to the individual items
of inventory using the FIFO method.
The Group uses the same cost
formula for all inventories having a
similar nature and use within the
Group.
The cost of inventories is written
down to profit or loss where their
cost exceeds their net realisable
value. For this purpose, net
realisable value is defined as follows:
□ Raw materials and other supplies:
replacement cost. However, no
write down is made where the
finished products into which the
raw materials and other supplies
will be incorporated are expected
to be sold at or above their cost of
production.
□ Finished goods: estimated selling
price less the costs necessary to
make the sale.
□ Work in progress: estimated
selling price of the related
finished goods less the estimated
costs to complete production
and the costs necessary to make
the sale. Where the time value of
money is material, these future
prices and completion costs are
discounted.
A previously recognised write down
is reversed through profit or loss if
the circumstances that caused the
write down no longer exist or where
there is clear evidence of an increase
in net realisable value as a result of a
change in economic circumstances.
The reversal of a write down is
limited to the lower of the cost and
the revised net realisable value of
the inventories.
2.16 Cash and cash
equivalents
Cash and cash equivalents include
cash on hand and demand deposits
with credit institutions. This
category also includes other short-
term highly liquid investments that
are readily convertible into known
amounts of cash and are subject to
an insignificant risk of changes in
value. For this purpose, investments
with maturities of less than three
months from the date of acquisition
are included.
2.17 Share capital and
dividend distribution
The Parent recognises share capital
increases and reductions in equity
when the shares have been issued
and subscribed.
Ordinary shares are classified as
equity. The difference between
the fair value of the consideration
received by the Parent and the
nominal value of the share capital
issued is recognised in the share
premium account.
Incremental costs directly
attributable to the issue of new
ordinary shares are recognised in
equity as a deduction, net of tax,
from the proceeds in the share
premium account.
Dividends of a discretionary nature,
whether paid in cash or in kind, are
recognised as a reduction in equity
when they are approved by the
General Meeting of Shareholders.
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2.18 Provisions
Provisions are recognised when
the Group has a present obligation,
whether legal or constructive, as a
result of a past event; it is probable
that an outflow of resources
embodying future economic
benefits will be required to settle the
obligation; and a reliable estimate
can be made of the amount of the
obligation.
The amounts recognised in the
consolidated statement of financial
position represent the best
estimate at the reporting date of
the expenditure required to settle
the present obligation, taking into
account the risks and uncertainties
surrounding the provision and,
where material, the financial effect
of discounting, provided that the
amounts to be paid in each period
can be reliably determined. The
discount rate is determined on a pre
tax basis, taking into account the
time value of money and the specific
risks not reflected in the future cash
flows relating to the provision at each
reporting date.
Individual obligations are measured
at the most likely individual outcome.
Where the obligation involves a
large population of homogeneous
items, it is measured by weighting
all possible outcomes by their
associated probabilities. Where there
is a continuous range of possible
outcomes and each point in that
range is as likely as any other, the
obligation is measured at the mid
point of the range.
The unwinding of the discount on
provisions is recognised as a finance
cost in profit or loss.
Provisions do not include tax effects
or expected gains from the disposal
or abandonment of assets.
Reimbursement rights receivable
from third parties to settle the
provision are recognised as a
separate asset when recovery is
virtually certain. The related income
from reimbursement is recognised
in profit or loss as a reduction of the
expense relating to the provision,
limited to the amount of the
provision.
Provisions are reversed through
profit or loss when it is no longer
probable that an outflow of
resources will be required to settle
the obligation. The reversal is
recognised in the same line item
in which the related expense was
originally recorded and any excess is
recognised in other income.
Provision for dismantling,
restoration and similar obligations
The Group recognises the present
value of the estimated costs of
legal or constructive obligations
to restore operating sites in the
period in which the obligation arises.
These restoration activities include
the dismantling and removal of
structures, rehabilitation of mines
and tailings dams, decommissioning
of operating facilities, closure of
plants and waste sites, and the
restoration, remediation and
revegetation of affected areas.
The obligation generally arises when
the asset is installed or the land or
environment at the production site
is disturbed. When the provision is
initially recognised, the present value
of the estimated restoration cost is
capitalised as part of the cost of the
related mining assets to the extent
that the obligation has been incurred
before production of the related ore
commences.
Changes in the provision arising from
revisions to the estimated amount,
timing of cash flows or discount rate
increase or decrease the cost of the
asset, limited to its carrying amount,
with any excess recognised in profit
or loss. The Group assesses whether
an increase in the carrying amount
of property, plant and equipment
is an indication of impairment. For
closed sites, changes in estimated
costs are recognised immediately
in the consolidated income
statement. Similarly, the unwinding
of the discount on the provision is
recognised as a finance cost in profit
or loss.
Changes in the amount of the
provision arising after the end of the
useful life of the asset are recognised
in profit or loss as they occur.
The Group reviews its mine
rehabilitation provision annually,
which involves the use of significant
estimates, including estimates of
the scope and cost of rehabilitation
activities, technological changes,
regulatory changes and changes
in discount rates. The Group also
considers the impact of climate
related matters, such as changes
in environmental regulations and
other relevant laws, when estimating
the rehabilitation provision. These
factors may result in future required
outflows differing from the amounts
provided. The amounts recognised
in the consolidated statement of
financial position represent the best
estimate at the reporting date.
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2.19 Income tax
Income tax expense or income
comprises both current tax and
deferred tax.
Current tax is the amount payable
or recoverable in respect of the
consolidated taxable profit or loss for
the year. Current income tax assets
or liabilities are measured at the
amounts expected to be paid to or
recovered from the tax authorities,
using tax laws and rates that have
been enacted or substantively
enacted at the reporting date.
Deferred tax liabilities are the
amounts of income tax payable in
future periods in respect of taxable
temporary differences, while deferred
tax assets are the amounts of income
tax recoverable in future periods
arising from deductible temporary
differences, unused tax losses or
unused tax credits. A temporary
difference is the difference between
the carrying amount of an asset or
liability and its tax base.
Income tax is recognised in profit
or loss unless it arises from a
transaction or economic event
recognised, in the same or a different
period, directly in equity or from a
business combination.
The Group recognises deferred tax
liabilities in all cases except where:
□ They arise from the initial
recognition of goodwill or from
the initial recognition of an asset
or liability in a transaction that is
not a business combination and,
at the time of the transaction,
affects neither accounting profit
nor taxable profit and does not
give rise to equal taxable and
deductible temporary differences.
□ They relate to temporary
differences associated with
investments in subsidiaries,
associates and joint ventures over
which the Group is able to control
the timing of the reversal and it
is probable that the temporary
difference will not reverse in the
foreseeable future.
The Group recognises deferred tax
assets provided that:
□ It is probable that sufficient future
taxable profits will be available
against which they can be utilised
or where tax legislation provides for
the future conversion of deferred
tax assets into a receivable from
the tax authorities. However,
deferred tax assets arising from
the initial recognition of assets or
liabilities in a transaction that is
not a business combination and,
at the time of the transaction,
affects neither accounting profit
nor taxable profit and does not
give rise to equal taxable and
deductible temporary differences
are not recognised.
□ They relate to temporary
differences associated with
investments in subsidiaries,
associates and joint ventures, to
the extent that the temporary
differences are expected to reverse
in the foreseeable future and
sufficient future taxable profits are
expected to be available against
which the temporary differences
can be utilised.
Where, in a transaction that is not
a business combination, a deferred
tax asset and a deferred tax liability
of the same amount arise on initial
recognition but the deferred tax asset
cannot be recognised because it is
not probable that sufficient future
taxable profits will be available or
different tax rates apply, the difference
is recognised in profit or loss.
The Group considers that sufficient
taxable profits will be available
to recover deferred tax assets
where there are sufficient taxable
temporary differences relating to
the same tax authority and the same
taxable entity, the reversal of which
is expected in the same tax period
as the reversal of the deductible
temporary differences or in periods
in which a tax loss arising from a
deductible temporary difference can
be carried back or forward.
In determining future taxable profits,
the Group takes into account tax
planning opportunities, provided
that it intends to adopt them or it is
probable that it will adopt them.
Deferred tax assets and liabilities
are measured using the tax rates
expected to apply in the periods
in which the assets are realised or
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the liabilities are settled, based on
tax laws and rates that have been
enacted or substantively enacted,
and taking into account the tax
consequences that would follow
from the manner in which the Group
expects to recover the assets or settle
the liabilities.
At each reporting date, the Group
reviews the carrying amount of
deferred tax assets and reduces that
amount to the extent that it is no
longer probable that sufficient future
taxable profits will be available to
allow the benefit of all or part of those
deferred tax assets to be utilised.
Deferred tax assets that do not
meet the above conditions are not
recognised in the consolidated
statement of financial position.
At the reporting date, the Group
reassesses whether the conditions for
recognising previously unrecognised
deferred tax assets are met.
Management periodically evaluates
the positions taken in tax returns
with respect to situations in which
applicable tax regulations are subject
to interpretation. Where it concludes
that it is not probable that the tax
authority will accept an uncertain tax
treatment or a group of uncertain
tax treatments, it reflects the effect
of the uncertainty in determining
taxable profit or loss, tax bases,
unused tax losses, unused tax credits
or tax rates. The Group measures the
effect of the uncertainty in income
tax using either the expected value
method, where there is a wide range
of possible outcomes, or the most
likely amount method, where the
outcome is binary or concentrated
on a single value. Where the tax
asset or liability determined under
these criteria exceeds the amount
presented in the tax returns, it is
presented as current or non-current
in the consolidated statement of
financial position based on the
expected timing of recovery or
settlement and includes, where
applicable, the corresponding late
payment interest accrued in the
consolidated income statement.
The Group accounts for changes in
facts and circumstances relating
to tax uncertainties as changes in
estimates.
The Group offsets current income tax
assets and liabilities only when it has
a legally enforceable right to offset
the amounts with the tax authorities
and intends either to settle on a net
basis or to realise the assets and
settle the liabilities simultaneously.
The Group offsets deferred tax assets
and liabilities only when it has a
legally enforceable right to offset
current tax assets and liabilities with
the tax authorities and the deferred
tax assets and liabilities relate to
income taxes levied by the same tax
authority on the same taxable entity,
or on different taxable entities that
intend either to settle current tax
assets and liabilities on a net basis
or to realise the assets and settle
the liabilities simultaneously in each
future period in which significant
amounts of deferred tax assets or
liabilities are expected to be settled
or recovered.
Deferred tax assets and liabilities
are presented in the consolidated
statement of financial position as
non-current assets or non-current
liabilities, irrespective of the expected
timing of their realisation or
settlement.
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2.20 Share-based employee payments
The Group operates a long-term
incentive plan (LTIP 2020) under
which share options have been
granted to employees of the Group.
LTIP 2020 – background
Up to and including 2024, options
granted under the LTIP 2020 could
only be settled through the issuance
of equity instruments of the Parent
Company. Accordingly, these awards
were accounted for as equity-settled
share-based payments in accordance
with IFRS 2.
The Group’s compensation plan
establishes the following vesting
conditions: (i) the beneficiary must be
an employee providing services to the
Group; and (ii) the beneficiary must
remain in continuous employment
for a period of three years. Specific
arrangements may exist with senior
management and members of the
Board of Directors under which their
options remain outstanding for a
longer period (see Note 24).
Equity instruments granted in
exchange for services rendered
by employees of the Group are
measured by reference to the fair
value of the equity instruments
granted using the Black-Scholes
valuation model.
When the awards are accounted
for as equity-settled share-
based payments, the fair value is
determined at the grant date and
recognised over the vesting period
without subsequent remeasurement.
Market conditions and other non-
vesting conditions, such as non-
transferability, exercise restrictions
and expected behavioural patterns,
are considered in measuring the fair
value of the instrument. Other vesting
conditions are considered by adjusting
the number of equity instruments
included in the measurement of
the transaction amount, so that
the amount recognised for services
received is ultimately based on the
number of equity instruments that
eventually vest.
Accordingly, the Group recognises
the amount for services received
over the vesting period based on
the best estimate of the number of
instruments expected to vest and
revises that estimate to reflect the
number of instruments expected to
vest.
Once the services received and the
corresponding increase in equity
have been recognised, no further
adjustments are made to equity after
the vesting date, without prejudice to
any reclassifications within equity.
If the Group withholds equity
instruments to settle the employee’s
income tax liability with the tax
authorities, the plan is treated in its
entirety as equity-settled, except
for the portion of the instruments
withheld that exceeds the fair value of
the tax obligation.
Under current Spanish tax legislation,
share-based employee payments are
deductible for income tax purposes
based on the intrinsic value of the
share options at the date they are
exercised, giving rise to a deductible
temporary difference equal to the
difference between the amount that
the tax authorities will allow as a
deduction in the future and the nil
carrying amount of the share-based
payments. At the reporting date,
the Group estimates the future tax
deduction based on the share price
at that date. The amount of the tax
deduction is recognised as current or
deferred income tax in profit or loss,
with any excess recognised in equity.
Changes introduced during
2025
During 2025 several changes were
introduced in the Group’s share-
based compensation arrangements.
In May 2025 the Board of Directors
approved an amendment to the LTIP
2020 introducing Rule 6.2.2A, which
allows the Board, at its discretion, to
settle the exercise of options granted
to non-C-Suite employees in cash
instead of issuing equity instruments.
Following this amendment, the Board
approved a number of authorisations
allowing the settlement of option
exercises in cash for non-C-Suite
employees:
□ On 23 June 2025 the Board
authorised cash settlement
of option exercises up to an
aggregate amount of €500,000.
□ On 11 August 2025 the authorised
amount was increased to €1
million.
□ On 9 September 2025 the Board
approved an additional €2 million,
increasing the total authorised
amount for cash settlement to €3
million.
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The amount of €3 million represents
a maximum aggregate limit
approved by the Board and does
not constitute a recurring or annual
amount.
During 2025, option exercises by
non-C-Suite employees were settled
in cash, resulting in total payments
of €2.5 million.
In addition, during 2025 the Group
granted share awards to members
of the C-Suite. These awards are
settled through the issuance of
equity instruments and their vesting
is subject to the achievement
of market and non-market
performance conditions.
Furthermore, the Group introduced a
deferred cash incentive arrangement
for non-C-Suite employees under
which participants are granted units
that are economically linked to the
Company’s share price but that are
settled exclusively in cash.
Accounting treatment
Equity-settled share-based
payments
Employee payments settled through
the issue of equity instruments are
accounted for as follows:
- If the equity instruments granted
vest immediately at the grant
date, the services received are
recognised in profit or loss with a
corresponding increase in equity.
- If the equity instruments granted
vest when employees complete
a specified period of service, the
services received are recognised
over the vesting period with a
corresponding entry in equity.
Cash-settled share-based
payments
Where share-based payment
arrangements are settled in cash, a
liability is recognised for the services
received.
The liability is measured at fair value
at each reporting date and at the
date of settlement, with changes
in fair value recognised in profit
or loss. Accordingly, unlike equity-
settled share-based payments, the
liability recognised for cash-settled
arrangements is remeasured after
the grant date until the awards are
settled.
Arrangements with
discretionary cash settlement
Share-based payment transactions
in which the terms of the
arrangement provide the Group
with the option to settle in cash or
by issuing equity instruments are
accounted for as cash-settled if the
Group has incurred a liability to
settle in cash or as equity-settled if
no such liability has been incurred.
Where the Group has the choice
of settlement in cash or by issuing
equity instruments, it has a present
obligation to settle in cash only
if the choice to settle in equity
instruments lacks commercial
substance or there is a past practice
or stated policy of settling in cash or
the Group generally settles in cash
whenever the employee requests it.
Management assessed the pattern
of settlements observed during 2025
together with the authorisations
granted by the Board in relation to
cash settlements.
Based on this assessment, the Group
concluded that sufficient evidence
of a past practice of cash settlement
arose on 9 September 2025, when
the Board approved the increase of
the authorised cash settlement limit
to €3 million.
Accordingly, from that date the
Group recognises a liability for
share-based payments expected to
be settled in cash, as management
concluded that a present obligation
to settle such awards in cash had
arisen based on the established
settlement practice.
The liability is measured at fair value
at each reporting date and at the
date of settlement, with changes in
fair value recognised in profit or loss.
The remaining portion of the LTIP
2020 relating to members of the
C-Suite continues to be accounted
for as equity-settled, as the Group
retains the practical ability to settle
those awards through the issuance
of equity instruments.
Deferred Cash Incentive Plan
During 2025 the Group introduced a
deferred cash incentive arrangement
under which participants are
granted units that are referable to
ordinary shares of the Company but
that are settled exclusively in cash.
Each unit entitles the participant,
upon vesting and exercise, to receive
a cash amount equal to the excess
of the market price of a share over a
predetermined exercise price.
These awards are accounted
for as cash-settled share-based
payments in accordance with IFRS
2. The liability arising from these
arrangements is measured at fair
value at each reporting date, with
changes in fair value recognised in
profit or loss.
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2.21 Classification of assets and liabilities
as current and non-current
The Group presents assets and liabilities in the consolidated statement of
financial position based on a current or non-current classification. For these
purposes:
(a) An asset is classified as
current when:
□ It is expected to be realised, or is
intended to be sold or consumed,
in the Group’s normal operating
cycle.
□ It is held primarily for trading
purposes.
□ It is expected to be realised within 12
months after the reporting date; or
□ It is cash or a cash equivalent,
unless it cannot be exchanged or
used to settle a liability for at least
12 months after the reporting date.
(b) A liability is classified as
current when:
□ It is expected to be settled in the
Group’s normal operating cycle.
□ It is held primarily for trading
purposes.
□ It is due to be settled within 12
months after the reporting date.
□ The Group does not have, at the
reporting date, a right to defer
settlement of the liability for at
least 12 months after the reporting
date.
All other assets and liabilities are
classified as non-current.
a) Revenue from contracts with
customers
The Group is primarily engaged in
the production and sale of copper
concentrate and, in certain cases,
provides loading and shipping
services. Revenue from contracts
with customers is recognised when
control of the goods or services
is transferred to the customer
at an amount that reflects the
consideration to which the Group
expects to be entitled in exchange
for those goods or services. The
Group considers that it acts as
principal in its contracts with
customers because it controls the
goods or services before transferring
them to the customer.
b) Sales of copper concentrate
(metal concentrate)
In most sales of copper concentrate
(metal concentrate), each purchase
order constitutes a separate short-
term contract. In transactions not
executed under CIF Incoterms,
the sole performance obligation
is the delivery of the concentrate.
However, a portion of the Group’s
metal concentrate sales are executed
under CIF Incoterms, under which
the Group is also responsible for
providing freight services. In such
2.22 Revenue recognition from contracts with customers
cases, the freight services represent
a separate performance obligation
(see section (c) below).
Most of the Group’s metal
concentrate sales allow for price
adjustments based on the market
price at the end of the relevant
quotation period (QP) specified in
the contract. These are referred to
as provisional pricing arrangements,
under which the sales price of the
metal concentrate is based on
prevailing spot prices at a specified
future date after shipment of the
goods to the customer. Adjustments
to the sales price arise as a result of
fluctuations in quoted market prices
until the end of the QP. The period
between provisional invoicing and the
end of the QP may range from one to
three months.
Revenue is recognised when control
transfers to the customer, which
occurs at the point in time when
the metal concentrate is physically
transferred to a vessel, train, conveyor
or other delivery mechanism.
Revenue is measured at the amount
the Group expects to receive,
corresponding to the estimated
price at the end of the QP, that is,
the forward price, and a receivable
is recognised to the extent that an
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unconditional right to consideration
arises at that time. For arrangements
subject to CIF shipping terms, a
portion of the transaction price is
allocated to the separate freight
services provided (see section (c)
below).
Under provisional pricing
arrangements, as the receivables are
exposed to commodity price risk,
they do not meet the definition of
SPPI and are therefore measured at
fair value through profit or loss from
initial recognition until settlement.
Changes in fair value, estimated by
reference to quoted forward market
prices for copper and taking into
account adjustments for interest
rate and credit risk, are recognised in
the consolidated income statement
separately from revenue from
contracts with customers, within the
line item “Fair value gain/(loss) relating
to provisional pricing arrangements
within sales”.
Final settlement is based on quantities
adjusted as necessary following
customer inspection of the product, as
well as applicable commodity prices.
IFRS 15 requires variable consideration
to be recognised only to the extent
that it is highly probable that a
significant reversal in the amount of
cumulative revenue will not occur. As
adjustments relating to final assay
results based on the quantity and
quality of concentrate sold are not
significant, they do not constrain
revenue recognition.
c) Freight services
As noted above, a portion of the
Group’s metal concentrate sales are
made under CIF Incoterms, whereby
the Group is responsible for providing
freight services (as principal) after the
date on which control of the metal
concentrate is transferred to the
customer. The Group therefore has a
separate performance obligation for
freight services, which are provided
solely to facilitate the sale of the
products it produces.
Revenue from freight services is
recognised over time as the service
is provided. Accordingly, at the
reporting date, a portion of the
revenue, together with the associated
insurance costs, is deferred.
Other Incoterms commonly used by
the Group include:
□ FOB, where the Group has no
responsibility for freight or
insurance once the goods have
passed the port of loading.
□ Ex Works, where control of the
goods passes to the customer
when the product is made
available at the Group’s premises.
□ CIP, where control of the goods
passes to the customer when the
product is delivered to the agreed
destination.
In arrangements under these
Incoterms, the sole performance
obligation is the delivery of the
product.
d) Sales of services
The Group provides accounting
services, management, technical
support, administrative and other
services to other companies.
Revenue is recognised over the
period in which the services are
rendered.
Contract assets and contract
liabilities
Revenue recognised is presented as
a contract asset to the extent that
the amount is not yet billable and
as a receivable where there is an
unconditional right to consideration.
If consideration received from the
customer exceeds the revenue
recognised, a contract liability is
recognised.
The Group does not have any
contract assets, as all rights to
consideration are unconditional.
The Group occasionally recognises
contract liabilities in relation to
certain metal concentrate sales
made under CIF Incoterms, where a
portion of the cash is received from
the customer before the freight
services are provided.
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2.23 Care and
maintenance expenses
Care and maintenance expenses
include costs incurred to maintain
assets and infrastructure in an
appropriate operational condition
during periods of reduced or
suspended activity. These costs
may relate to preparatory work
for potential projects, ongoing
maintenance of assets that are not
currently in active production or
regulatory compliance obligations.
In accordance with IFRS as adopted by
the European Union, these expenses
are presented below “Gross profit” in
the consolidated income statement
because they are not directly
attributable to revenue generating
operations. Instead, they represent
period costs incurred while assets are
not in active use and are therefore
recognised as an operating expense
rather than as part of cost of sales.
2.24 Segment reporting
An operating segment is a component
of the Group that engages in business
activities from which it may earn
revenues and incur expenses, whose
operating results are regularly
reviewed by the Group’s chief
operating decision maker, identified
as the CEO, in order to allocate
resources to the segment and assess
its performance and for which discrete
financial information is available.
The Group has a single business
segment, being mining operations,
exploration and mineral development.
2.25 Earnings per share
The Group presents basic and
diluted earnings per share data for
its ordinary shares. Basic earnings
per share are calculated by dividing
the profit or loss attributable to
ordinary shareholders of the Parent
by the weighted average number of
ordinary shares outstanding during
the year. Diluted earnings per share
are determined by adjusting the
profit or loss attributable to ordinary
shareholders and the weighted
average number of ordinary shares
outstanding for the effects of all
dilutive potential ordinary shares,
which comprise instruments
convertible into ordinary shares and
share options granted to employees.
2.26 Climate
related matters
The Group considers climate
related matters in its estimates and
assumptions, where relevant. This
assessment includes a wide range of
potential impacts on the Group arising
from both physical and transition
risks. Although the Group believes
that its business model and products
will remain viable following the
transition to a low carbon economy,
climate related matters increase the
uncertainty in the estimates and
assumptions underlying several
items in the consolidated financial
statements. While climate related risks
may not currently have a significant
impact on measurement, the Group is
closely monitoring relevant changes
and developments, such as new
climate related legislation. The areas
and considerations most directly
affected by climate related matters are
as follows:
□ Useful life of property, plant and
equipment. In reviewing residual
values and the expected useful
lives of assets, the Group considers
climate related matters, such as
climate related legislation and
regulations that may restrict the
use of assets or require significant
investment. Based on the
assessment performed of climate
related matters, there has been no
impact on the Group.
□ Impairment of non-financial assets.
Value in use may be affected
in various ways, particularly by
transition risk, climate related
legislation and regulations and
changes in demand for the Group’s
products. Based on the assessment
performed of climate related
matters, there has been no impact
on the Group.
□ In determining the fair value of
assets and liabilities, the impact of
potential climate related matters,
including legislation, that may
affect them has been considered.
Based on the assessment
performed of climate related
matters, there has been no impact
on the Group.
□ Restoration provision. The impact
of climate related legislation and
regulations is considered when
estimating the timing and future
costs of rehabilitating the Group’s
facilities. Based on the assessment
performed of climate related
matters, there has been no impact
on the Group.
2.27 Amendment of the
consolidated financial
statements after issue
The Board of Directors and the
shareholders do not have the right
to amend the consolidated financial
statements after they have been
issued.
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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.
(a) Liquidity risk
Liquidity risk is the risk that arises
when the maturity of assets and
liabilities does not match. An
unmatched position potentially
enhances profitability but can
also increase the risk of losses. The
Group has procedures with the
object of minimising such losses
such as maintaining sufficient cash
to meet liabilities when due. Cash
flow forecasting is performed in the
operating entities of the Group and
aggregated by Group finance. Group
finance monitors rolling forecasts of
the Group’s liquidity requirements to
ensure it has sufficient cash to meet
operational needs.
The following tables detail the Group’s
remaining contractual maturity for
its financial liabilities. The tables
have been drawn up based on the
undiscounted cash flows of financial
liabilities based on the earliest date on
which the Group can be required to
pay. The table includes principal cash
flows associated with both principal
and interests.
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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Financial instruments by category

(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

The carrying amounts of financial assets recognised
in the consolidated statement of financial position
represent the Group’s maximum exposure to credit
risk at the reporting date.
Foreign currency sensitivity
The following table demonstrates the sensitivity
to a reasonably possible change in the foreign
exchange rate, with all other variables held
constant, of the Group’s profit before tax due to
changes in the carrying value of monetary assets
and liabilities at reporting date:

(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) |  |

Commodity price risk
Commodity price is the risk that the Group’s future
earnings will be adversely impacted by changes
in the market prices of commodities, primarily
copper. Management is aware of this impact on its
primary revenue stream but knows that there is
little it can do to influence the price earned apart
from a hedging scheme.
Commodity price hedging is governed by the
Group’s policy which allows to limit the exposure
to prices. The Group may decide to hedge part of
its production during the year although during
2025 Atalaya maintained full exposure to the
copper price.
(b) Currency risk
Currency risk is the risk that the value of financial
instruments will fluctuate due to changes in
foreign exchange rates.
Currency risk arises when future commercial
transactions and recognised assets and liabilities
are denominated in a currency that is not the
Group’s measurement currency. The Group is
exposed to foreign exchange risk arising from
various currency exposures primarily with respect
to the US Dollar and the British Pound. The
Group’s management monitors the exchange
rate fluctuations on a continuous basis and acts
accordingly.
The table below presents the Group’s balances
denominated in foreign currencies as at
31 December 2025 and 31 December 2024,
categorised by currency and nature of balance:

(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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Additional Information
Commodity price sensitivity
The table below summarises the
impact on profit before tax for changes
in commodity prices on the fair value
of derivative financial instruments
and trade receivables that are subject
to provisional pricing. The impact on
equity is the same as the impact on
profit before income tax, as these
derivative financial instruments have
not been designated as hedges under
IFRS 9. Instead, they are classified as
held-for-trading and are therefore fair
valued through profit or loss.
The derivative financial instruments
referenced in this sensitivity analysis
are economic derivatives rather than
hedge derivatives. These instruments
arise from the Group’s provisional
pricing arrangements, whereby
copper concentrate sales are initially
recorded at provisional prices and are
subsequently adjusted based on market
prices at the end of the quotational
period (QP), as per the terms of offtake
agreements. As a result, the fair value
of trade receivables fluctuates with
commodity price movements, creating
an embedded derivative that is
accounted for separately.
This derivative is not designated as
a hedge and is classified as held-
for-trading, meaning its fair value
fluctuations are recognised in profit or
loss. Since this pricing adjustment is
directly linked to revenue, the impact
on profit before tax (PBT) and equity is
the same.
The analysis is based on the
assumption that copper prices move
by $0.05/lb, with all other variables
held constant. Reasonably possible
movements in commodity prices were
determined based on a review of the
last two years’ historical prices.

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) |  |

A $0.05/lb movement in copper prices was determined as a reasonably
possible change based on historical volatility over the past two years.
(c) Credit risk
The Group applies the expected
credit loss (ECL) model under IFRS
9 to financial assets measured at
amortised cost, including loans and
trade and other receivables. ECLs are
measured as the probability-weighted
present value of all cash shortfalls
over the expected life of the financial
instrument. The measurement of
ECL incorporates historical loss
experience, counterparty-specific
factors and forward-looking
information where relevant.
For trade receivables and similar
short-term receivables, the Group
applies the simplified approach
permitted by IFRS 9 and recognises
lifetime ECLs from initial recognition.
For other financial assets measured
at amortised cost, the Group assesses
at each reporting date whether credit
risk has increased significantly since
initial recognition. Where credit risk
has not increased significantly, a loss
allowance based on 12-month ECLs is
recognised.
A financial asset is considered to have
experienced a significant increase in
credit risk when there is a material
deterioration in the creditworthiness
of the counterparty or where
contractual payments are more than
30 days past due.
A financial asset is considered
credit-impaired when contractual
payments are more than 90 days past
due or when there is other objective
evidence of impairment.
Forward-looking information is
incorporated into the determination
of ECLs where relevant, including
consideration of macroeconomic
conditions and counterparty-specific
developments.
There were no significant changes in
estimation techniques or significant
assumptions applied in measuring
ECLs during the year.
Credit risk arises when a failure
by counterparties to discharge
their obligations could reduce the
amount of future cash inflows from
financial assets on hand at the
reporting date. The Group has no
significant concentration of credit
risk. The Group has policies in place
to ensure that sales of products and
services are made to customers
with an appropriate credit history
and monitors on a continuous basis
the ageing profile of its receivables.
The Group has policies to limit the
amount of credit exposure to any
financial institution.
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Credit risk exposure by stage

| 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 | - | -

The credit risk exposure presented
above includes only financial assets
measured at amortised cost that are
within the scope of the expected
credit loss model under IFRS 9.
The prepayment granted to Lain
Technologies S.A. which represents
an advance payment for services
to be received in the future, has
been considered in the credit risk
analysis. As the recoverability of
this prepayment depends on the
counterparty’s ability to perform the
contracted services, management
has included it in the assessment of
credit risk in accordance with IFRS 9.
The Group’s exposure to credit risk
arises primarily from cash balances
held with financial institutions
and from receivables from copper
concentrate customers.
Cash balances are held with major
international financial institutions
with high credit ratings. Trade
receivables primarily relate to a limited
number of internationally recognised
smelting and refining counterparties.
Management considers the credit risk
associated with these counterparties
to be low. The Group does not hold
collateral as security in respect of its
financial assets.
Except as detailed in the following table, the carrying amount of financial
assets recorded in the financial statements, which is net of impairment losses,
represents the maximum credit exposure without taking account of the value
of any collateral obtained:

(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

There are no collaterals held in respect of these financial instruments and
there are no financial assets that are past due or impaired as at 31 December
2025 and 2024.
The table below presents the Group’s financial assets exposed to credit risk as
at 31 December 2025 and 31 December 2024, classified by type of asset.

(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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Additional Information
Interest rate risk
Interest rate risk is the risk that the
value of financial instruments will
fluctuate due to changes in market
interest rates. Borrowings issued at
variable rates expose the Group to
cash flow interest rate risk. Borrowings
issued at fixed rates expose the
Group to fair value interest rate risk.
The Group’s management monitors
the interest rate fluctuations on a
continuous basis and acts accordingly.
At the reporting date the interest rate
profile of interest bearing financial
instruments was:

(Euro 000’s) | 2025 | 2024
Variable rate instruments |  |
Financial assets | 166,306 | 52,878

An increase of 100 basis points in
interest rates at 31 December 2025
would have increased/(decreased)
equity and profit or loss by the
amounts shown below. This analysis
assumes that all other variables, in
particular foreign currency rates,
remain constant. For a decrease of
100 basis points there would be an
equal and opposite impact on the
profit and other equity.

(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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3.2 Fair value measurement
The fair values of the Group’s financial
assets and liabilities approximate
their carrying amounts at the
reporting date.
The fair value of financial instruments
traded in active markets, such as
those listed on stock exchanges, and
the fair value of assets and liabilities
measured at fair value through
profit or loss are based on quoted
market prices at the reporting date.
The quoted market price used for
financial assets held by the Group is
the current bid price. The appropriate
quoted price for financial liabilities is
the current ask price.
The fair value of financial
instruments that are not traded in an
active market is determined using
valuation techniques. The Group
uses a variety of methods, such as
estimated discounted cash flows,
and makes assumptions based on
market conditions existing at the
reporting date.
Fair value measurements
recognised in the consolidated
statement of financial position
The following table provides an
analysis of financial instruments
measured subsequent to initial
recognition at fair value, grouped
into Levels 1 to 3 based on the degree
to which the fair value is observable.
□ Level 1 fair value measurements are
those derived from quoted prices
(unadjusted) in active markets for
identical assets or liabilities.
□ Level 2 fair value measurements
are those derived from inputs other
than quoted prices included within
Level 1 that are observable for the
asset or liability, either directly (that
is, as prices) or indirectly (that is,
derived from prices).
□ Level 3 fair value measurements
are those derived from valuation
techniques that include inputs for
the asset or liability that are not
based on observable market data
(unobservable inputs).

(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

(*) The fair value of the convertible loan was determined using a valuation model reflecting expected outcomes
of Lain UK Ltd.
On 30 September 2024 the Company
entered into a convertible loan
agreement with Lain Technologies,
Ltd., granting a credit facility of up to
€10 million (the “Convertible Loan”).
The Convertible Loan was granted for
a fixed term to 31 December 2025 and
bears interest at EURIBOR 3M + 2%
per annum.
As at 31 December 2025, the carrying
value of the Convertible Loan
amounts €9.7 million, comprising
€9.3 million of principal and €0.5
million of accrued interest.
If, at the Loan’s maturity, if Lain
Technologies, Ltd. has not repaid the
principal and accrued interest, Atalaya
has the right to acquire 20% of the
shares of Lain Technologies, Ltd. at
zero consideration (in exchange for
the outstanding principal and interest
of the Convertible Loan). Upon
receipt of such equity interest, the
Convertible Loan will be cancelled.
As at the date of approval of these
financial statements, Atalaya has
neither collected the outstanding
amount nor exercised the conversion
right.
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Lain Technologies, Ltd. is the owner
of the E-LIX technology, which is
safeguarded as a trade secret, and
the Company’s value is fundamentally
driven by ownership of that
technology. The functionality of the
E-LIX process has been demonstrated,
however, the only demonstration
scale plant using this technology is
located at Proyecto Riotinto and is
currently in ramping up and has not
yet achieved consistent commercial
production levels.
Given the nature of the asset and the
expectation that recovery will occur
through conversion into a 20% equity
interest rather than through cash
flows of principal and interest, the
instrument is measured at fair value
through profit or loss in accordance
with IFRS 9.
Atalaya has relied on the work of
an independent valuation expert to
determine the fair value of its 20%
interest in Lain Technologies, Ltd.
The fair value of the 20% interest
in Lain Technologies, Ltd. has been
estimated using the Discounted
Incremental Cash Flows method
(DICF), applying an appropriate
discount rate (Weighted Average Cost
of Capital, WACC).
The DICF methodology determines
value based on the present value of
incremental cash flows expected to
be generated from the application of
the E-LIX technology.
These incremental cash flows are
calculated as follows:
• (Scenario 1) cash flows estimated
for Proyecto Riotinto including the
application of the E-LIX technology;
minus
• (Scenario 2) cash flows estimated
for Proyecto Riotinto without the
application of the E-LIX technology.
Key assumptions applied in the
valuation model include an 8%
discount for lack of marketability
(DLOM) and commodity price
assumptions based on a combination
of forward market prices and
management’s long-term forecasts,
which are broadly consistent with those
used in the Group’s impairment testing
and internal planning processes.
The valuation has been prepared using
Cerro Colorado open-pit at Proyecto
Riotinto as a reference operating
scenario and does not include
potential applications of the E-LIX
technology to other mines, reflecting
the early stage of deployment of
the technology and providing a
conservative estimate of value.
The following scenarios were
considered in determining the range
of reasonable values:
□ Base Case: based on planned
copper extraction for the Cerro
Colorado mine and WACC of 9.3%.
□ Low Range: based on planned
copper extraction for the Cerro
Colorado mine and WACC of 11%.
□ High Range: based on planned
copper extraction for the Cerro
Colorado mine and WACC of 7%.
The incremental cash flows for each
of these scenarios are as follows:

(Million of Euro) | Incremental Cash Flows
Low Range | 10.1
Base Case | 10.9
High Range | 13.4

Sensitivity analysis has also been
performed, including scenarios
with increased production volumes
and lower discount rates. Under
an illustrative scenario assuming
an increase of up to 20% in copper
payable and a minimum WACC
of 7%, the resulting valuation
would amount to €16.1 million. The
valuation incorporates assumptions
regarding the resolution of current
operational constraints and the
achievement of improved production
levels, which are inherently uncertain
and subject to execution risk.
Based on the above considerations,
management has estimated the fair
value at year-end to be €9.7 million. The
maximum credit risk to which Atalaya
is exposed in relation to the Convertible
Loan amounts to €9.7 million.
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Additional Information
3.3 Capital risk management
The Group considers its capital
structure to consist of share capital,
share premium and share options
reserve. The Group’s objectives when
managing capital are to safeguard
the Group’s ability to continue as a
going concern in order to provide
returns for shareholders and benefits
for other stakeholders and to
maintain an optimal capital structure
to reduce the cost of capital. The
Group is not subject to any externally
imposed capital requirements.
In order to maintain or adjust
the capital structure, the Group
issues new shares. The Group
manages its capital to ensure that
it will be able to continue as a going
concern while maximising the
return to shareholders through the
optimisation of the debt and equity
balance. The AC reviews the capital
structure on a continuing basis.
The Group’s objectives when
managing capital are to safeguard the
Group’s ability to continue as a going
concern and to maintain an optimal
capital structure so as to maximise
shareholder value. In order to
maintain or achieve an optimal capital
structure, the Group may adjust the
amount of dividend payment, return
capital to shareholders, issue new
shares, buy back issued shares, obtain
new borrowings or sell assets to
reduce borrowings.
The Group monitors capital on
the basis of the gearing ratio. The
gearing ratio is calculated as net
debt divided by total capital. Net
debt is calculated as provisions plus
deferred consideration plus trade
and other payables less cash and
cash equivalents.
3.4 Critical accounting judgements and Key
sources of estimation uncertainty

(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%

The preparation of the Group’s
financial statements requires
management to apply judgements,
estimates, and assumptions
that affect the recognition and
measurement of assets, liabilities,
revenues, and expenses. These
judgements and estimates
are based on management’s
experience, industry knowledge, and
expectations of future events that
are considered reasonable under the
circumstances.
Under IAS 1 – Presentation of
Financial Statements, the Group
distinguishes between critical
accounting judgements and key
sources of estimation uncertainty,
as they have different disclosure
requirements:
□ Critical accounting judgements
involve decisions made by
management in applying
accounting policies that have
the most significant impact
on the financial statements
(IAS 1, paragraph 122). These
judgements do not involve
estimation uncertainty but require
management to make subjective
assessments in applying IFRS.
□ Key sources of estimation
uncertainty involve assumptions
about the future that create
a significant risk of material
adjustment to the carrying
amounts of assets and liabilities
within the next financial year
(IAS 1, paragraph 125). These
estimates are subject to inherent
uncertainty, and actual results
may differ from those originally
assumed.
Management continuously evaluates
these judgements and estimates
to ensure they remain appropriate
and reflect the latest available
information. Significant accounting
judgements and critical estimates
identified by the Group are outlined
below, along with their potential
financial impact.
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Additional Information
(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.
This assessment represents a
significant judgement, as control is
not based solely on the percentage
of ownership but rather on the
ability to direct relevant activities
and bear associated financial
risks. Management continues to
monitor changes in contractual
arrangements, funding obligations,
and decision-making rights to assess
whether control remains appropriate
under IFRS 10.
Management has exercised
judgement in determining that
Atalaya controls Cobre San Rafael,
S.L., despite holding only a 10%
equity interest. Under IFRS 10 –
Consolidated Financial Statements,
control exists when an entity has
power over relevant activities,
exposure to variable returns, and the
ability to affect those returns.
Atalaya has the ability to appoint
key personnel and influence
strategic decisions through board
representation. Additionally, it bears
the financial risks of the subsidiary
due to contractual obligations
requiring it to absorb its losses.
Based on these factors, Atalaya
consolidates up to 80% of its interest
in the Group’s financial statements.
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.
The Group and Company exercises
judgement upon determining
the classification of its financial
assets upon considering whether
contractual features including interest
rate could significantly affect future
cash flows. Furthermore, judgement
is required when assessing whether
compensation paid or received
on early termination of lending
arrangements results in cash flows
that are not solely payments of
principal and interest (SPPI).
Certain financial assets contain
features such as early termination
options, variable or linked interest
rates, or conversion options into
equity instruments. These contractual
features require management to
assess whether the SPPI criterion is
met and whether the instrument
should be measured at amortised
cost, fair value through OCI, or
fair value through profit or loss. In
particular, the existence of conversion
options into shares may introduce
exposure to equity risk and therefore
may preclude measurement at
amortised cost.
Significant judgement is therefore
required in evaluating the economic
substance of these contractual
arrangements and determining the
appropriate accounting classification
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.
□ The pattern of settlements
observed since the introduction of
the amendment.
□ Whether the Group retains a
realistic alternative to settle
the awards by issuing equity
instruments.
Based on this analysis, management
concluded that sufficient evidence of a
past practice of cash settlement arose
on 9 September 2025, when the Board
approved the increase of the authorised
cash settlement limit to €3 million.
From that date, the Group considers
that a constructive obligation
exists to settle certain awards in
cash in accordance with IFRS 2.41.
However, this obligation is limited to
the maximum aggregate amount
authorised by the Board of Directors.
For awards exceeding this limit, the
Group retains the practical ability
to settle the options through the
issuance of equity instruments.
Accordingly, no present obligation to
settle in cash exists for the remaining
options outstanding.
The measurement of liabilities arising
from cash-settled share-based
payment arrangements requires the
use of market-based inputs, including
the share price at the reporting date
and expected vesting conditions.
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KEY SOURCES OF ESTIMATION UNCERTAINTY
(h) Ore Reserve and Mineral
Resource estimates
The estimation of Ore Reserves and
Mineral Resources impacts various
accounting estimates in the Group’s
financial statements that requires
critical accounting judgement. While
Ore Reserve estimates are based on
geological, technical, and economic
assessments performed by qualified
persons, they are not standalone
accounting estimates under IFRS.
Instead, they act as key assumptions
that influence multiple financial
statement areas, including:
□ Depreciation and amortisation,
particularly for assets depreciated
using the unit-of-production (UOP)
method.
□ Impairment assessments, as future
expected cash flows depend
on estimated recoverable Ore
Reserves.
□ Capitalisation of stripping costs,
which determines whether
waste removal costs should be
recognised as an asset or expensed.
□ Rehabilitation and
decommissioning provisions, as
Ore Reserve estimates affect the
timing and expected costs of site
restoration.
The Group estimates its Ore Reserves
and Mineral Resources based on
geological and technical data
relating to the size, depth, shape, and
grade of the ore body, along with
suitable production techniques and
recovery rates. These assessments
require complex geological
judgements, including:
□ Long-term copper price
assumptions.
□ Foreign exchange rate forecasts
affecting project viability.
□ Production costs, capital
expenditure requirements, and
expected recovery rates.
□ Mining recovery and dilution
factors.
□ Environmental and regulatory
considerations.
The Group uses independent
qualified persons to compile this
data in accordance with the JORC
Code. Changes in the judgements
surrounding Ore Reserves may
impact as follows:
□ The carrying value of exploration
and evaluation assets, mine
properties, property, plant and
equipment, and goodwill may
be affected due to changes in
estimated future cash flows.
□ Depreciation and amortisation
charges in the consolidated
and company statements of
comprehensive income may
change where such charges
are determined using the UOP
method, or where the useful life of
the related assets change.
□ Capitalised stripping costs
recognised in the statement of
financial position as either part
of mine properties or inventory
or charged to profit or loss may
change due to changes in stripping
ratios.
□ Provisions for rehabilitation
and environmental provisions
may change where Ore Reserve
estimate changes affect
expectations about when such
activities will occur and the
associated cost of these activities.
□ The recognition and carrying value
of deferred income tax assets
may change due to changes in
the judgements regarding the
existence of such assets and in
estimates of the likely recovery of
such assets.
Update in Ore Reserves and Its
Financial Impact
In June 2025, Atalaya incorporated
a further update of its Ore Reserves
based on an independent expert
analysis in accordance with the JORC
Code (2012).
This update reflects a revised
understanding of the geological
model, mine planning parameters
and economic assumptions
applicable to Proyecto Riotinto. As a
result, certain accounting estimates
linked to depreciation and stripping
activity have been revised accordingly.
Judgements and Assumptions:
The update in Ore Reserves
requires significant judgements
and assumptions, particularly in
estimating the quantity and quality
of the ore, the economic viability of
extraction, and the life of the mine.
These estimates impact various
accounting measures, including
depreciation schedules, cost
allocations, and capitalisation policies.
Management has applied
considerable expertise and relied
on independent expert opinions
to ensure these estimates are
robust and reflect the best available
information.
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Impact on Profit and Loss
Statement:
The June 2025 Ore Reserves update
resulted in a net decrease in operating
expenses recognised in profit or loss
of approximately €4.7 million for
the year. This net impact reflects a
decrease in depreciation of mining
assets of €5.4 million and a decrease
in depreciation of slow-moving tooling
and related assets of €0.2 million. In
additions, there was a decrease in the
capitalisation of stripping costs of €1.4
million and a decrease in depreciation
of previously capitalised stripping
costs of €0.5 million.
Overall, the updated Ore Reserves
model resulted in lower depletion and
depreciation charges and a revised
allocation of production stripping
costs, reflecting the updated life of
mine profile.
Accumulated Depreciation of
Mining Assets:
The revised Ore Reserves estimates
have led to a reduction in depreciation
expense for mining assets during the
year, amounting to €5.4 million. This
adjustment reflects changes in the
depletion profile under the units of
production method, based on the
updated estimate of commercially
recoverable Ore Reserves.
The revised Ore Reserves base results
in a recalibration of the remaining
depreciable amount over the updated
life of mine.
Capitalised Stripping Costs:
As a consequence of the updated
Ore Reserves model and mine
plan sequencing, both the level of
capitalised stripping costs and the
related amortisation profile have
been revised.
Depreciation of capitalised
stripping assets decreased by €0.5
million during the year, reflecting
the updated production profile.
In addition, the capitalisation of
stripping costs decreased by €1.4
million compared with previous
estimates, consistent with the revised
assessment of improved access
to identifiable ore components in
accordance with IFRIC 20.
Compliance with Reporting
Standards:
The Group reports its Mineral
Resources and Ore Reserves in
accordance with the JORC Code.
This ensures that our reporting
is consistent with internationally
recognised guidelines, providing
transparency and comparability for
our stakeholders.
(h) Provisions for
decommissioning and site
restoration costs
Accounting for restoration provisions
requires management to make
estimates of the future costs the
Group will incur to complete the
restoration and remediation work
required to comply with existing
laws, regulations and agreements
in place at each mining operation
and any environmental and social
principles the Group is in compliance
with. The calculation of the present
value of these costs also includes
assumptions regarding the timing
of restoration and remediation
work, applicable risk-free interest
rate for discounting those future
cash outflows, inflation and foreign
exchange rates and assumptions
relating to probabilities of alternative
estimates of future cash outflows.
The discount rate used in the
calculation of the net present value
of the liability as at 31 December
2025 was 3.67% (2024: 3.23%), which is
the 15-year Spain Government Bond
rate for 2025. An inflation rate in the
range of 2%-2.90% (2024: 2%-2.80%) is
applied on annual basis.
Management uses its judgement and
experience to provide for and (in the
case of capitalised decommissioning
costs) amortise these estimated costs
over the life of the mine. The ultimate
cost of decommissioning and timing
is uncertain and cost estimates can
vary in response to many factors
including changes to relevant
environmental laws and regulations
requirements, the emergence of new
restoration techniques or experience
at other mine sites. As a result, there
could be significant adjustments
to the provisions established which
would affect future financial results.
Refer to Note 27 for further details.
Provisions are based on estimates
of future costs, inflation rates,
discount rates, and the timing of
restoration activities. Changes in
environmental laws or unexpected
site conditions could significantly
affect these estimates. A 1% increase
in the discount rate would reduce the
provision by €2.0 million, while a 1%
decrease would increase the provision
by €2.0 million.
(i) Inventory
Net realisable value tests are
performed at each reporting date
and represent the estimated future
sales price of the product the entity
expects to realise when the product
is processed and sold, less estimated
costs to complete production and
bring the product to sale. Where the
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time value of money is material, these
future prices and costs to complete
are discounted.
Copper concentrate inventories are
valued at the lower of cost or NRV.
This estimate is based on forecasted
commodity prices and production
costs. A 10% decrease in copper prices
would not result in any impairment, as
inventory values would still exceed cost.
(j) Recoverability of Assets
Related to the E-LIX Project
For the purposes of assessing
impairment, the Group assessed the
recoverability of the assets associated
with E-LIX project by considering
their individual recoverability
characteristics distinguishing
between: (i) the Convertible Loan
that may be converted into 20% of
the equity of Lain Technologies, Ltd.,
the Company which owns the E-LIX
technology; and (ii) assets related
directly to the Industrial Plant located
at Proyecto Riotinto.
For (i) above, the Company has
measured at fair value through profit
or loss in accordance with IFRS 9
(refer to Note 3.2).
The E-LIX technology represents a
source of estimation uncertainty
due to the significant assumptions
involved in assessing the
recoverability of Atalaya’s investment
in the project. The Group has
invested in and funded Lain through
various phases of development,
including the construction of a pilot
plant, feasibility studies testing
activities, and the development of
an industrial-scale plant to apply
the E-LIX electrochemical extraction
technology to a variety of complex
sulphide ores.
The recoverability of these investments
depends on several factors, including:
□ Successful commercialisation of the
E-LIX technology – The technology
must demonstrate continued
operational effectiveness and
economic scalability in full-scale
production.
□ Market conditions for copper and
zinc – Long-term price trends
impact the financial viability of the
project.
□ Production efficiency and cost
assumptions – The plant’s ability to
achieve projected volumes, recovery
rates and cost efficiencies is critical.
□ Exclusivity and operational
agreements – The Group holds
limited exclusive rights to the E-LIX
technology within the Iberian Pyrite
Belt, which may support potential
future economic benefits.
Given these factors, management
assesses both qualitative and
quantitative indicators when
determining the recoverability of the
investment at asset level.
The key estimation uncertainties
relate to:
□ The financial capability of the owner
of the E-LIX technology to operate
the Industrial Plant Financial
difficulty could impact the viability
of the Industrial Plant at Riotinto.
□ The finalisation of the ramp-up and
the expected operational efficiency
of the Industrial Plant operating at
continuous production levels. Any
delays or underperformance could
impact future cash flow generation.
□ Identification of appropriate
feedstock. It is recognised that the
technology will not be appropriate
for all types of ore/feed material
and so establishing suitable feed
material will be a critical part of
ongoing testwork/financial analysis.
□ Commodity price fluctuations
– Variations in copper and zinc
prices could significantly influence
revenue projections.
□ Regulatory and operational risks
– The project requires ongoing
compliance with environmental
and industrial regulations.
At 31 December 2025, the Group
recognised an impairment of €24.1
million in relation to certain assets
associated with the E-LIX project.
Due to the inherent estimation
uncertainty, the Group will continue
to monitor operational performance
and market conditions, and will
reassess the recoverability of the
related assets when new information
becomes available. Refer to Note 13 of
the financial statements.
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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).
Geographical areas of
operations
The Group has only one distinct
business segment, which is mining
operations, including mineral
exploration and development.
The Group’s copper concentrate
production takes place in Spain,
while its commercialisation is
carried out through Cyprus via
its subsidiary, EMED Marketing
Limited. The production of copper
concentrate is undertaken by Atalaya
Riotinto Minera, S.L.U. in Spain. Once
produced, the copper concentrate is
sold to international clients under the
Group’s offtake agreements, which
are managed by EMED Marketing
Limited, a subsidiary based in Cyprus.
EMED Marketing Limited holds
the offtake agreements with
customers and is responsible for
the promotion and sale of the
copper concentrate. Under these
agreements, it provides marketing
services, including coordinating
and managing the ordering and
delivery of the copper concentrate.
However, EMED Marketing Limited
does not control the concentrate
before it is transferred to customers,
as the production and provision
of the product are undertaken by
Atalaya Riotinto Minera, S.L.U. Since
it does not have the ability to direct
the use of the concentrate or obtain
benefits from it before the transfer to
customers, EMED Marketing Limited
acts as an agent in these transactions.
The transfer of control over the
marketing services provided by EMED
Marketing Limited occurs at the
moment the customer receives the
copper concentrate. This is the point
in time when the customer benefits
from EMED Marketing Limited’s role
in arranging for the provision of the
concentrate. Consequently, revenue
from these sales is recognised at that
point.
Sales transactions between Group
companies are conducted at arm’s
length, in accordance with transfer
pricing regulations, ensuring
comparability with third-party
transactions. The accounting policies
applied by the Group in Spain and
Cyprus are consistent with those
outlined in Note 2.
The table below presents an analysis
of revenue from external customers
based on their geographical location,
determined by the country of
establishment of each customer.

(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

The table below presents revenues
from external customers attributed
to the country of domicile of the
Company.

(Euro 000’s) | 2025 | 2024
Revenue – from external customers |  |
Cyprus | 36,488 | 25,404
Spain | 446,427 | 301,393
Total | 482,915 | 326,797

The geographical location of the
specified non-current assets is based
on the physical location of the asset
in the case of property, plant and
equipment as well as intellectual
property.

(Euro 000’s) | 2025 | 2024
Non-current assets |  |
Spain | 522,648 | 479,241
Total | 522,648 | 479,241

Revenue represents the sales value of
goods supplied to customers; net of
value added tax. The following table
summarises sales to customers with
whom transactions have individually
exceeded 10.0% of the Group’s
revenues.

|  | 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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All revenue from copper concentrate
is recognised at a point in time when
the control is transferred. Revenue
from freight services is recognised
over time as the services are
provided.
The increase in revenues was mainly
due to higher concentrate sales
volumes and higher realised prices
and lower TC/RC prices. Inventories of
concentrates at year-end was 4,050
tonnes, compared with 21,815 tonnes
in 2024.
The Group applies the practical
expedient in IFRS 15.121 and does not
disclose information about remaining
performance obligations for contracts
with an original expected duration
of one year or less. Concentrate sales
and associated freight services under
CIF terms are short-term in nature.
Accordingly, at 31 December 2025,
the Group did not have material
remaining performance obligations
requiring disclosure.
5. Revenue 6. Expenses by nature

(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

1. Included within 2025 revenue there is a transaction price of €12,095 thousand (€11,709 thousand in 2024)
related to the freight services provided by the Group to the customers arising from the sales of copper
concentrate under CIF Incoterms.
2. Provisional pricing impact represented the change in fair value of the embedded derivative arising on
sales of contrate.
3. Other income mainly represents scraps.

(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

* An impairment charge for the same amount was recorded in the same caption during 2024: mine site
depreciation, amortisation and impairment, in the consolidated statement of comprehensive income of
2019.
** Operating costs primarily include mining and processing costs related to the Proyecto Riotinto operation.
These comprise costs for raw materials (€53.0m), utilities (€38.5m), professional and contract services
(€91.3m), maintenance (€12.8m) and other direct production expenses incurred in the extraction and
processing of copper concentrate.
The increase in costs was mainly due to higher input costs and a reduce in
copper concentrate stock at the end of the period.
During 2025, the Group recognised personnel expenses of €7.0 million
in relation to the Share option-based employee benefits plan granted to
members of key management and other employees. The expense reflects the
fair value of the shares granted in accordance with IFRS 2.
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7. Employee benefit expense 9. Finance costs
8. Finance income

(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

The average number of employees and the number of employees at year-end
by office are:

| 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

Interest payable for borrowings include the financing costs related to Solar
plant, other long-term debt and other operating facilities.
During the year ended 31 December 2025, the Group capitalised €0.7 million
(2024: €1.0 million) of borrowing costs related to the construction of the solar
plant and an area of the plant in accordance with IAS 23.
The aggregate net foreign exchange gain/losses recognised in profit or loss
were:

(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

Financial interests include interest received on bank balances of €0.6 million
(2024: €0.6 million) and €1.2 million related to the contractual accrual of
interest on funding provided in connection with the E-LIX project (see Note
13). The recognition of this interest income reflects the contractual terms of
the relevant agreements and does not imply recoverability of the underlying
balances, which have been assessed for impairment as described in Note 13.
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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)

operates and, occasionally, by the
taxation of these earnings in more than
one country (double taxation).
Cyprus
The corporation tax rate is 12.5%.
Under certain conditions interest
income may be subject to defence
contribution at the rate of 30%. In
such cases this interest will be exempt
from corporation tax. In certain cases,
dividends received from abroad may
be subject to defence contribution at
the rate of 17% for 2014 and thereafter.
Under current legislation, tax losses
may be carried forward and be set
off against taxable income of the five
succeeding years. As of 2026 tax year,
the corporate income tax (CIT) rate has
increased from 12.50% to 15%.
Spain
Most of the entities resident in Spain
for tax purposes are subject to taxation
for corporate income tax under Spain’s
consolidated tax regime. Under this
regime, the companies comprising the
tax group jointly determine the Group’s
taxable profit and tax liability.
Atalaya Mining Copper, S.A. is the parent
of Consolidated Tax Group, which
comprises all of the companies resident
in Spain that are at least 75%-owned,
directly or indirectly, by the parent and
that meet certain prerequisites. This
Consolidated Tax Group was composed
of seven companies in 2024, the most
significant of which are: Atalaya Mining
Copper, S.A., Atalaya Riotinto Minera,
S.L.U. and Atalaya Masa Valverde S.L.U.
The rest of the companies resident
in Spain for tax purposes that are
not included in the above tax group
determine their income tax individually.
Spanish companies, whether taxed
individually or on a consolidated basis,
were subject to a general tax rate of
25% in 2024.
The corporate income tax rate in
Spain for 2025 is 25% (25% in 2024), in
accordance with the Spanish General
Tax Law.
Government and legal proceedings
with tax implications
The years for which the Group
companies have their tax returns open
for audit with regard to income tax and
the main applicable taxes are as follows:

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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statements
Additional Information
The Group hasn’t recognised tax provisions related
to Administrative and judicial proceedings with tax
implications in 2025 (2024: €nil).
Tax inspections
On 1 October 2025, the AEAT (Spanish Tax Authorities)
notified the Company, in its capacity as representative
entity of Spanish tax group 288/18, of the
commencement of a tax inspection procedure.
The inspection has a partial scope and relates
primarily to Corporate Income Tax and Non-Resident
Withholding Tax obligations for the 2024 financial
year, with review of certain aspects of prior periods
within the statutory inspection timeframe (2021 to
2024 under the tax consolidation regime).
The inspection focuses, inter alia, on the deductibility
of finance expenses arising from participative loans,
the arm’s length nature of interest charged on intra-
group financing arrangements and the withholding
tax treatment of dividends paid to non-resident
entities.
As at the date of approval of these consolidated
financial statements, the inspection remains ongoing
and no proposed assessment has been issued.
Management, supported by external tax advisers,
considers that the Group has applied the relevant
tax legislation appropriately and does not expect the
outcome of the inspection to have a material adverse
effect on the Group’s financial position.
Accordingly, no provision has been recognised in
respect of this matter.
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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Notes to the
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Additional Information

| 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

13. Property, plant and equipment
1. Includes motor vehicles, furniture, fixtures and
office equipment which are depreciated over 5-10
years.
2 Capitalised stripping related to Cerro Colorado
(Note 2.9 (b)).
3 Assets under construction at 31 December
2025 amounted to €155.0 million (2024: €100.4
million), this balance includes €49.3 million
related to Project slope stabilisation of Corta
Atalaya and Concordia, €6.4 million are road
deviation, €43.6 million Solar plant, €14.1 million
sustaining capital, €22.1 million E-LIX plant and
€15.7 million tailing dams capital expenditure.
Additions include sustaining capital expenditures
with an investment of €3.3 million (2024: €4.0
million), tailings dams project €15.8 million (2024:
€14.8 million), E-LIX plant amounted to €0.2
million (€2.1 million in 2024), solar plant €2.6
million (2024, €8.4 million) and Concordia project
spending €25.3 million (2024, €25.7 million)
of which waste stripping activities at the San
Dionisio area €24.2 million and new road €1.0
million.
4 Reclassifications of €9.0 million related to E-LIX
project (see below Non-Monetary Exchange),
€2.83 million to plant and equipment are
associated with sustaining capex and €0.9 million
related to low-rotation stock were reclassified to
inventories (material supplies).
5 See leases in Note 28.
6 Depreciation has been affected due to the
increase of Ore Reserves (Note 2.9 (b)).
7 During the year ended 31 December 2025, the
Group capitalised €0.7 million (2024: €1.0 million)
of borrowing costs in accordance with IAS 23.
The average effective interest rate applied was
1.35%. The tax deductibility of these capitalised
borrowing costs will be realised over the asset’s
useful life through depreciation deductions,
rather than as an immediate tax relief. The
weighted average capitalisation rate applied to
general borrowings during the year was 4.15%
(2024: 4.49%).
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Additional Information
Non-Monetary Exchange During
the Year
On 25 September 2025, the Group
executed a Payment and Credit
Compensation Agreement with
Lain to formalise the settlement and
mutual compensation of payments
and credits deriving from previous
arrangements. As a result of this
agreement, Lain transferred certain
equipment to Atalaya in exchange
for a partial settlement of the
Industrial Loan previously classified
as Prepayments (refer to Note 20).
The transaction had commercial
substance and fair values as at
31 December 2025 were reliably
measurable as follows:
□ Fair value of prepayment given
up: €9.0m
□ Carrying amount of prepayment
given up: €9.0m
□ Fair value of equipment received:
€9.0m
□ Gain/(loss) recognised in profit or
loss: €nil
The equipment is classified under
“Assets under construction” and will
be depreciated over its estimated
useful life once the Industrial Plant
achieves commercial production.
The above fixed assets are mainly
located in Spain.
E-LIX Project
In May 2019, after approximately
four years of laboratory work,
Atalaya initiated a partnership
with Lain Technologies, Ltd. for the
development of a technology known
as E-LIX. The E-LIX technology is an
electrochemical extraction process
developed by Lain that aims to
enable the production of zinc and
copper cathodes, as well as other
derivatives of these metals, from
complex sulphide ores.
In July 2020, Atalaya and Lain
executed a Memorandum of
Understanding (MOU), and have
collaborated in the development of
the E-LIX technology through several
phases, summarised as follows:
□ Phase 0: Preliminary work and
research.
□ Phase 1: Construction and
commissioning of the Pilot Plant.
□ Phase 2: Operation of the Pilot
Plant and feasibility studies.
□ Phase 3: Construction and
commissioning of an Industrial
Scale Plant.
In accordance with the phases stated
above, several agreements have been
signed, including:
□ Construction of the fixed assets
required for the use of the E-LIX
technology;
□ Exclusivity agreements
□ Funding agreements for
the construction and the
commissioning of the Pilot Plant
□ Funding agreements for the
construction and commissioning
of the Industrial Plant;
□ Operational agreements for the
construction of the Industrial
Plant; and
□ Payment and Credit
Compensation Agreement.
The Pilot Plant was constructed
during 2021 and confirmed the
technical feasibility of E-LIX,
demonstrating the ability to
selectively leach metals from
concentrates and achieve high
recovery rates for copper and zinc.
In December 2021, the Company’s
Board of Directors approved the
construction and financing of
a larger-scale demonstration
plant with a significantly greater
processing capacity than the Pilot
Plant (the “Industrial Plant”). From
the approval of the construction
of the Industrial Plant in 2021, Lain
Technologies has been working on
constructing and ramping-up the
Industrial Plant.
During 2025, Lain intermittently
operated the Industrial Plant
processing copper concentrates
produced by Atalaya and producing
a saleable mixed zinc hydroxide
product.
While the Industrial Plant has
demonstrated the technical
functionality of the E-LIX technology
at an industrial scale, production
volumes have been significantly
lower than originally designed
resulting in challenging operational
and financial results.
As of 31 December 2025, the
Industrial Plant has not achieved
the level of commercial production
envisaged in the feasibility studies.
Although the E-LIX technology has
been performing broadly in line
with the design parameters, certain
operational bottlenecks have been
identified that limit the plant’s ability
to achieve the originally designed
production levels without additional
capital investments.
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consolidated financial
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Additional Information
As of 31 December 2025, Atalaya had the following balances relating to the
Pilot Plant and the Industrial Plant arising from the agreements with Lain:

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

*22k corresponding to capitalised interest.
Impairment of E-LIX Technology Assets
The E-LIX technology has demonstrated
positive results in the recovery of zinc and
copper metal, as well as their derivatives,
through the treatment of complex sulphide
ores. If the E-LIX technology is proven to be
financially viable at an industrial scale, the
E-LIX technology has the potential to unlock
the production of metals from complex
ore and its use at an industrial scale could
potentially significantly extend the life of
mine at Proyecto Riotinto. E-LIX technology
is owned by Lain Technology, Ltd.
Atalaya has reviewed both external and
internal indicators of impairment in
assessing the recoverability of the assets
associated with the E-LIX technology
(Note 3.4.).

|  |  |  | 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

1. Atalaya has carried out an analysis to identify assets that could be used in the existing processing plant
other than the E-LIX technology.
Based on the information currently
available, Atalaya has identified Lain’s
financial situation as an impairment
indicator affecting the recoverability
of certain assets, due to:
(i) the possibility that Lain’s financial
constraints may limit the availability
of capital investment required to
address operational bottlenecks
and the ability the Industrial Plant
to achieve throughput volumes
sufficient to operate in a financially
viable manner; and
(ii) the risk that Lain may not be able
to meet its contractual obligations
which could limit Atalaya’s ability to
recover outstanding balances.
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Additional Information

|  | 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

1. Permits include the mining rights of Proyecto Riotinto, Proyecto Touro, Masa Valverde and Ossa Morena.
Additions correspond to the acquisition of new investigation permits.
2. Additions include capitalisation costs of Masa Valverde €4.4 million and €4.6 million of Cobre San Rafael.
3. Additions during 2024 included €16.7 million at fair value related to the interest to acquire the 80% of the
shares of Cobre San Rafael, S.L., as per the Shareholders’ Agreement, including €16.5 million (Note 26) and
€0.2 million related to capitalisation expenses according with the policy of the Group once the Touro Project
was granted as a Strategic Industrial Project (“PIE”).
14. Intangible assets
The ultimate recovery of balances
carried forward in relation to
areas of interest or all such assets
including intangibles is dependent
on successful development,
and commercial exploitation,
or alternatively the sale of the
respective areas.
The Group conducts impairment
testing in case there is an indicator
of impairment. Atalaya assessed its
assets concluding that there are no
indicators of impairment for either
Proyecto Riotinto or any other as of 31
December 2025 and 2024.
The Group’s principal amortised
intangible asset relates to the mining
rights associated with Proyecto
Riotinto. These rights are amortised
on a units-of-production basis over
the commercially recoverable Ore
Reserves of the mine. The last Ore
Reserves statement implies a mine
life of approximately nine years.
Other mining-related intangible
assets, including Proyecto Touro,
Proyecto Masa Valverde and Proyecto
Riotinto East, are not yet available for
use and are therefore not amortised.
Amortisation will commence once
commercial production begins.
Reversal of Impairment on
Intangible Assets
On 29 January 2020, the Company
released an update on Proyecto
Touro. The Company announced a
recent press released by the regional
government of Galicia (“Xunta de
Galicia”) in relation to the permitting
process, where the General
Directorate to the Mines, Energy and
Industry Department announced
a negative Environmental Impact
Statement for Proyecto Touro.
As a result of the announcement
made by the Xunta de Galicia, the
Company reassessed the uncertainty
about the feasibility of obtaining
the necessary permits for Touro,
impacting the project’s development
prospects.
As a result of the reassessment, the
Company booked as at 31 December
2019 an impairment of €6.9 million
related to the capitalised cost incurred
by the Company to the date according
to its accounting policy. However, the
Company retained the value of the
mining rights at €5.0 million, as these
rights remained in force.
Since 2019, the Company actively
worked with stakeholders to
advance the permitting process
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Additional Information
and improve the regulatory
framework for Proyecto Touro. In
2024, the permitting and operational
environment for the project
improved significantly, leading to
a reassessment of its technical and
financial feasibility.
A key development was the
designation of Proyecto Touro as a
Strategic Industrial Project (“PIE”) by
the Xunta de Galicia. This designation
granted priority status, accelerated
administrative procedures, and
reduced regulatory uncertainties,
removing the primary risk factor that
led to the initial impairment.
In compliance with IAS 36 –
Impairment of Assets, the Company
conducted an impairment test as at
31 December 2024, concluding that
the conditions that had led to the
impairment in 2019 no longer existed.
The impairment test was carried out by
evaluating both technical and financial
feasibility, confirming that the project
was in a position to generate economic
benefits in line with initial expectations.
The impairment assessment
considered:
□ Technical viability, based on
updated Mineral Resource and Ore
Reserve estimates, engineering
reports, and environmental
compliance advancements.
□ Financial feasibility, including
updated cash flow projections,
capital expenditure forecasts, and a
revised financing strategy that had
demonstrated the project’s ability
to meet investment requirements.
□ Projected long-term copper prices,
in line with industry benchmarks
and independent market forecasts.
□ Capital and operating cost
projections, supported by recent
feasibility studies.
To further validate the assessment,
an independent third-party valuation
of the mining assets was conducted.
The valuation confirmed that the
estimated fair value of the project was
higher than the total carrying amount
of the intangible assets associated
with Proyecto Touro, reinforcing the
recoverability of the asset.
As a result, the impairment loss of
€6.9 million was fully reversed as at
31 December 2024, reflecting the
improved expectations for the project
and supporting the recoverability of
the asset in accordance with IAS 36 –
Impairment of Assets.
This assessment demonstrated
that there had been no doubts
regarding the technical and financial
viability of Proyecto Touro as at the
reporting date, further supporting the
impairment reversal.
During 2024, the Group entered
into agreements with Mineral
Prospektering i Sverige AB (“MPS”) in
relation to the Skellefte Belt Project
and the Rockliden Project, both
located in established volcanogenic
massive sulphide (VMS) districts
known for their potential mineral
resources.
The Group entered into earn-in
agreements with MPS to acquire an
initial 75% interest in these projects,
structured as follows:
□ An initial funding commitment
of US$3 million per project, to be
invested over a 24-month period.
□ Stage 1 option to provide additional
funding of US$3 million per project
to secure a 51% ownership interest.
□ Stage 2 option to provide additional
funding of US$6 million per project,
and complete scoping studies, to
secure a 75% ownership interest.
During 2025, a total of €3.8 million
(2024: €1.2 million) in funding was
provided to MPS in relation to the
exploration campaigns.
The following table summarises
the movement in exploration and
evaluation assets during the year:

(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 | - | -

During 2025 this investment was
recognised as expenses due to
the early exploration stage. As of
31 December 2024, the carrying
amount of exploration and evaluation
assets was reviewed for impairment.
Following management’s
assessment, the Company recognised
a full impairment of €1.2 million, as
these projects remain in the early
exploration stage and are still far from
obtaining operating mining permits.
15. Non-current assets
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Additional Information
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 | - | -

17. Deferred 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)

Deferred tax assets are recognised for the carry-forward of unused tax losses and
unused tax credits to the extent that it is probable that taxable profits will be
available in the future against which the unused tax losses/credits can be utilised.
The Group held tax losses amounted to €7.2 million in Spain (2024: €9.7 million).
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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19. Loans 20. Trade and other receivables
Non-current loans relate to the loans
with Lain Technologies regarding
the Pilot Plant and convertible loan
agreement. That balance includes
principal of €2.3 million plus €0.3
million of interest accrued of Pilot
Plant (Note 13) with Lain Technologies
S.A. and €9.3 million relating to
the Convertible Loan with Lain
Technologies, Ltd. plus €0.4 of interest
accrued (Note 3.2. and Note 13).
In relation to the loan agreement
with Lain Technologies for the Pilot
Plant, Atalaya has recognised a
full impairment of this balance, as
recovery is not expected in the short-
term (Note 13). This balance bears
interest at EURIBOR 12M + 2% per
annum.
On 30 September 2024 the Group
signed a convertible loan agreement,
granting a credit facility of up €10
million with a fixed term until 31
December 2025. As at 31 December
2025, the loan has been classified
as non-current. This balance bears
interest at EURIBOR 3M + 2% per
annum.
1. On 28 January 2022 the Company signed a loan for €15 million and on 8 May 2023 an amendment up to €20
million to the construction of the first phase of the industrial-scale plant (“Phase I”) that utilises the E-LIX
System. This loan was granted for a fixed term of 10 years since the start of commercial production. This
balance includes capitalised interest, and repayment will be made through the use of the E-LIX technology.
On 25 September 2025, a payment and set-off agreement was executed for a total amount of €9.0 million. The
agreement was settled through the acquisition of assets by Atalaya, resulting in non-monetary exchanges. At
year-end, the Group reassessed its investment in the E-LIX project and, as a result, recognised an impairment
of the full balance of Prepayments for service contract, amounting to €21.4 million (refer to Note 13).
Trade receivables are shown net of any interest applied to prepayments.
Payment terms are aligned with offtake agreements and market standards
and generally are 7 days on 90% of the invoice and the remaining 10% at the
settlement date which can vary between 1 to 5 months. The fair value of trade
and other receivables approximate their book values.
Non-current deposits included €250k (€250k at 31 December 2024) as a
collateral for bank guarantees, which was recorded as restricted cash (or
deposit) in Proyecto Riotinto and €334k related to Proyecto Masa Valverde.

(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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21. Other financial assets 22. Cash and cash equivalents

(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

a) Financial assets at fair value through OCI

(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

Cash and cash equivalents denominated in the following currencies:

(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

The Group decided to recognise
changes in the fair value through
Other Comprehensive Income (OCI), as
explained in Note 2.12.
As per Note 2.29, the Group’s investment
in Explotaciones Gallegas del Cobre S.L.,
amounting to €1,101k, is classified as a
Level 3 financial instrument, as its fair
value is based on unobservable inputs.
The fair value is determined using
valuation techniques that reflect
the asset’s nature and the absence
of an active market. The primary
methodology applied is a market-based
approach, considering comparable
transactions within the mining
exploration sector. Where such data is
unavailable, management applies an
adjusted cost approach, incorporating
estimates of resource potential and
exploration progress.
The valuation is reviewed periodically,
considering changes in market
conditions, commodity prices, and
exploration results.
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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

* Decrease of capital from 7.5p to €0.09 per share.
23. Share capital
Authorised capital
The Company’s authorised share
capital was 200,000,000 ordinary
shares until the re-domiciliation
to Spain. After the re-domiciliation
of Atalaya to Spain in 2024, in
order to comply with Spanish
law, redenominate it to euros,
thereby increased the share capital
(represented by 140,759,043 ordinary
shares) to 12,395,853.02 euros, instead
of 10,556,928.2 GBP, and the nominal
value per ordinary share to 0.088065
EUR instead of 0.075 GBP (all applying
the exchange rate of 0.85165 EUR/
GBP). In order to round the nominal
value of the shares following the
Cross-Border Transformation, the
shareholders agreed to increase
the Company’s share capital from
€12,395,853.02, by €272,460.85. This
resulted in an increase of €0.001935
in the nominal value of each share,
thereby setting the nominal value
per share at €0.09. The share capital
increase was carried out using
distributable reserves.
Issued capital
(a) On 9 February 2024, the Company
announced that it has issued
20,000 ordinary shares of 7.5p in
the Company (“Option Shares”)
pursuant to an exercise of share
options by an employee.
(b) On 7 May 2024, Atalaya
announced that it has issued
66,500 ordinary shares of 7.5p in
the Company (“Option Shares”)
pursuant to an exercise of share
options by an employee.
(c) On 22 May 2024, the Company
announced that it has issued
600,000 ordinary shares of 7.5p in
the Company (“Option Shares”)
pursuant to an exercise of share
options by a person discharging
managerial responsibilities
(PDMR).
(d) On 27 June 2024, Atalaya
announced that it has issued
193,334 ordinary shares of 7.5p in
the Company (“Option Shares”)
pursuant to the exercise of share
options by an employee. These
options were issued as part of the
Company’s long-term incentive
plan.
No shares were issued in FY2025.
The Company’s share capital at
31 December 2025 is 140,759,043
ordinary shares of €0.09 each.
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24. Other reserves

| 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

1. Depletion factor reserve
During the 12-month period ended 31 December
2025, the Group has recognised €nil million
(FY2024: addition of €8.9 million) as a depletion
factor reserve as per the Spanish Corporate Tax
Act.
2. Fair value reserve of financial assets at FVOCI
The Group decided to recognise changes in
the fair value of certain investments in equity
securities in OCI. These changes are accumulated
within the FVOCI reserve under equity. The Group
transfers amounts from this reserve to retained
earnings when the relevant equity securities are
derecognised.
3. Non-distributable reserve
As required by the Spanish Corporate Tax Act,
the Group classifies a non-distributable reserve
of 10% of the profits generated by the Spanish
subsidiaries until the reserve is 20% of share
capital of the subsidiary; at the end of 2025 the
balance is for an amount of €8.3 million.
4. Distributable reserve
This heading includes the transfer from income
for the year attributable to the parent for 2025 .
Share options
Details of share options outstanding as at 31 December 2025:

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

Pursuant to the amendment to the LTIP 2020 approved by the Board, during
2025 the Group reassessed the settlement mechanism applicable to certain
options granted to non-C-Suite employees. As a result of this reassessment,
certain options that had previously been accounted for as equity-settled share-
based payments were reclassified as cash-settled share-based payments.
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In accordance with IFRS 2, at the
date of modification the cumulative
amount previously recognised in
equity in respect of those awards
was reclassified from the share-
based payment reserve to a liability
representing the obligation to
settle the awards in cash. This
reclassification was recognised
directly within equity. The liability
was measured at fair value at the
modification date. Any difference
between the fair value of the liability
and the amount reclassified from
equity was recognised in profit or loss
as a share-based payment expense.
This reassessment occurred in two
stages during the year:
□ On 1 January 2025, relating to the
options held by certain employees.
The cumulative amount previously
recognised in equity of €0.2 million
was reclassified and the liability
was remeasured at fair value at
that date.
□ On 9 September 2025, the Group
concluded that the options
granted to the remaining non-C-
Suite employees were expected to
be settled in cash. The cumulative
amount previously recognised
in share-based reserve of €1.2
million was therefore reclassified
to liabilities and the awards
were remeasured at fair value
at that date. As a result of this
remeasurement, an additional
amount of €2.1 million was
recognised, which has been
recorded directly in equity.
Following these modifications, the
liability relating to cash-settled share-
based payments is subsequently
remeasured at fair value at each
reporting date, with changes in fair
value recognised in profit or loss.
As at 31 December 2025, the Group
recognised a liability for share-based
payments expected to be settled in
cash of €5.2 million (see Note 26).
During 2025, a total of 907,333 options
were exercised and settled in cash,
resulting in cash payments of €2.5
million (see Note 26). Of this amount,
€1.0 million relates to options
exercised prior to the date from
which management concluded that
an obligation to settle options in cash
had arisen for non-C-Suite employees
and was therefore recognised directly
against equity (share-based payment
reserve). The remaining €1.5 million
relates to awards accounted for as
cash-settled share-based payments
following that assessment.
The remaining portion of the LTIP
2020 relating to C-Suite participants
continues to be accounted
for as equity-settled, with the
corresponding amounts recognised
within the share-based payment
reserve in equity.
The estimated fair values of the
options were calculated using the
Black-Scholes option pricing model.
The inputs into the model and the
results are as follows:

| 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

The volatility has been estimated based on the underlying volatility of the price of the Company’s shares in the preceding
12 months.
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Conditional share awards
As agreed on 24 April 2025, the Company granted conditional share
awards under the Atalaya LTIP 2020 to Directors and PDMRs. These
awards are subject to the achievement of performance conditions
over a three-year period and their continuing employment at that
time, after which the shares are granted. However, they remain
subject to a two-year holding period, meaning the beneficiary may
not fully realise or dispose of the shares until the end of year five.
The conditional share awards granted during the period are
summarised below:

|  | 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 |  |

No consideration was paid for the grant of these awards. Vesting is
conditional on performance criteria and continued employment,
as detailed in the Directors’ Remuneration Report section of this
consolidated financial statements. The awards are subject to malus
and clawback provisions.
25. Non-controlling interest

(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

The non-controlling interest corresponds to the partner involved in Sociedad Cobre San Rafael,
the owner of the Touro project.

(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

Change of controlling interest
Atalaya held an initial 10% stake in Cobre
San Rafael S.L., which, under normal
circumstances, would classify it as a non-
controlling investment with limited influence
over the Company's operations. However,
to determine of the effective control of
the Company it has been considered the
substantive contractual arrangements
between Atalaya and the other shareholders
according to Note 2.3.
As a result of the changes in the Touro project
that have occurred during the current year
(Note 1), Group considers it likely that phases 2,
3 and 4 of the Touro project will be completed,
and therefore, it has been recorded the
associated impact in Non-controlling interest,
according with the shareholders’ agreement,
due to the impact that the project's phase
change has on the responsibilities agreed
between the parties as outlined in Note 1, as
well as the allocation of the intangible asset
that also emerged during the 2024 fiscal year.
The significant financial information with
respect to the subsidiary before intercompany
eliminations as at and for the 12-month period
ended 31 December 2025 and 2024 is as
follows:
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26. Trade and other payables

(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

As of 31 December 2025, other non-
current payables include €9.7 million
reflecting the liabilities related to
the potential acquisition of 80% of
the shares of Cobre San Rafael, S.L.,
as per the Shareholders’ Agreement
(Note 14). This amount represents
the present value of payments
expected to become payable upon
the commencement of commercial
production at the project. In addition,
there are €2.8 million related with the
acquisition of Atalaya Masa Valverde
S.L. formerly Cambridge Minería
España, S.L. and Atalaya Ossa Morena
S.L.U. formerly Rio Narcea Nickel, S.L.
(Note 1).
Other current payables include €6.8
million also related to the potential
increase in the stake of Cobre San
Rafael, S.L., under the Shareholders'
Agreement (Note 14). This amount
has been classified as current, as the
likelihood of reaching the associated
milestone is high, making settlement
probable within 2026.
Trade payables are mainly for the
acquisition of materials, supplies and
other services. These payables do not
accrue interest and no guarantees
have been granted. The fair value of
trade and other payables approximate
their book values.
The Group’s exposure to currency and
liquidity risk related to liabilities is
disclosed in Note 3.
Trade payables are non-interest-
bearing and are normally settled on
60-day terms.
Share-based payment liabilities
At 31 December 2025, the Group
recognised share-based payment
liabilities totalling €6.8 million in
respect of cash-settled share-based
payment arrangements.
These liabilities comprise:
□ €1.6 million relating to the 2025
Deferred Cash Incentive Plan,
under which participants receive
units that are economically linked
to the Company’s share price and
that are settled exclusively in cash.
□ €5.2 million relating to share
options granted to non-C-Suite
employees under the LTIP 2020
that are accounted for as cash-
settled share-based payments
(833,195 options).
The liabilities represent the fair
value of outstanding awards at
the reporting date and will be
remeasured at each reporting date
until settlement, with changes
recognised in profit or loss in
accordance with IFRS 2.
2025 Deferred Cash Incentive Plan
On 9 March 2026 the Company
formally approved the 2025 Deferred
Cash Incentive Plan and granted
a number of market-value share-
linked units to certain non-C-Suite
employees. The plan has an effective
date of 9 July 2025 and intent to
replace the annual share option
grants historically awarded to non-C-
Suite employees under the LTIP 2020
up to and including 2024.
Under the plan, participants receive
units that are economically linked
to the Company’s share price but
are settled exclusively in cash. Each
unit represents a conditional right to
receive a cash payment equal to the
excess of the market price of a share
over the exercise price.
The exercise price was set at £4.6035
per share, corresponding to the
average of the mid-market closing
price of the Company’s shares over the
five dealing days preceding 9 July 2025.
The units vest in three tranches: one
third vested on the grant date, one
third will vest on 9 July 2026 and
the remaining one third will vest on
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9 July 2027, subject to continued
employment.
Vested units may be exercised until 9
July 2030. Upon exercise, participants
receive a cash payment determined
by reference to the market price of
the Company’s shares.
Cash settlement of LTIP 2020 options
granted to non-C-Suite employees
In May 2025, the Board approved
an amendment to the LTIP 2020
introducing a mechanism that allows
the Company, at its discretion, to
settle certain option exercises in cash
instead of issuing shares.
Based on the settlement practices
observed during the year and
the assessment performed by
management, from 9 September
2025 share options granted to non-C-
Suite employees are accounted for as
cash-settled share-based payments
in accordance with IFRS 2. This
date reflects the point at which the
Group’s settlement practice and the
Board’s authorisations established
an obligation to settle certain option
exercises in cash.
As a result, the Group recognised a
liability of €5.2 million at 31 December
2025 representing the fair value of the
outstanding awards relating to these
options.
The liability is measured at fair value
at each reporting date and will
continue to be remeasured until
settlement, with changes recognised
in profit or loss.
Information on the average
period of payment to suppliers
in Spain
The disclosures made in relation to
the average period of payment for
trade payables in Spain are presented
below in accordance with that
established in applicable law.

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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Additional Information
27. Provisions

| 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

Other provisions – Property tax
(IBI) contingency
During 2025, the Huelva Cadastral
Office notified Atalaya Riotinto Minera,
S.L.U., subsidiary of the Group, of a
revision of the cadastral value of certain
properties from €5.2 million to €90.1
million, effective from 30 December
2021. The Group has challenged
this revision and an economic-
administrative appeal has been
filed before the Regional Economic-
Administrative Court of Andalusia,
which remains pending resolution at
the date of approval of these financial
statements.
Following the revision, additional
property tax assessments relating to
the years 2022 to 2025 amounting
to €3.4 million were issued by the
Huelva Provincial Tax Authority. These
assessments were paid in January 2026
in order to avoid late payment interest
while the Group continues to challenge
the underlying cadastral valuation .
The maximum potential exposure
associated with this matter is estimated
at approximately €4.4 million. Based
on the assessment performed
by management and its external
advisers, the Group has recognised
a provision of €1.2 million, included
within “Other provisions”, representing
management’s best estimate of the
probable obligation at the reporting
date. The final outcome of this matter
remains uncertain and may differ from
the estimate recorded.
Rehabilitation provision
Rehabilitation provision represents
the estimated cost required for
adequate restoration and rehabilitation
upon the completion of production
activities. These amounts will be settled
when rehabilitation is undertaken,
generally over the project’s life. During
2020, management engaged an
independent consultant to review
and update the rehabilitation liability.
The updated estimation includes the
expanded capacity of the plant and its
impact on the mining project.
The discount rate used in the
calculation of the net present value of
the liability as at 31 December 2025 was
3.67% (2024: 3.23%), which is the 15-year
Spain Government Bond rate for 2025.
An inflation rate of 2%-2.90% (2024:
2%-2.80%) is applied on annual basis.
The effect of both rates included in the
revision of estimates above.
The expected payments for the
rehabilitation work are as follows:

| 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 |  |  |

Legal provision
The Group has been named as defendant in several legal actions in Spain, the
outcome of which is not determinable as at 31 December 2025. Management
has reviewed individually each case and made a provision of €245k (€395k in
2024) for these claims, which has been reflected in these consolidated financial
statements.
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Additional Information
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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Additional Information
29. Borrowings

(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

The Group had credit approval for
unsecured facilities totalling €97.2
million (€97.4 million at 31 December
2024). During 2025, Atalaya drew down
some of its existing credit facilities
to finance the solar plant, payable
amount of €9.0 million at 31 December
2025 (2024: €13.9 million) and for the
construction of a new part of the
processing plant payable amount of
€1.9 million at 31 December 2025 (2024:
€2.8 million). The increase in short-term
borrowings at the end of the period is
the result of temporary credit facility
drawdowns to finance the settlement of
an intercompany loan.
Margins on borrowings with variable
interest rates in 2025, usually three
months EURIBOR and 12 months
EURIBOR, range from 0.90% to 1.93%
with an average margin of 1.25%.
At 31 December 2025, the Group had
used €44.4 million of its facilities
and had undrawn facilities of €43.8
million.
29(a) Net cash reconciliation
Reconciliation of Liabilities Arising
from Financing Activities
In accordance with IAS 7 paragraph
44D, the reconciliation below provides
information on changes in liabilities
arising from financing activities,
including both cash and non-cash
changes.

(€ 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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Additional Information
30. Acquisition, incorporation and disposals of subsidiaries
31. Group information and related party disclosures
31.1 Information about subsidiaries
These audited consolidated financial statements include:
2025
Acquisition and incorporation of subsidiaries
There were no acquisition or incorporation of subsidiaries during the year.
Disposals of subsidiaries
There were no disposals of subsidiaries during the year.
Wind-up of subsidiaries
There were no disposals of subsidiaries during the year.
2024
Acquisition and incorporation of subsidiaries
There were no acquisition or incorporation of subsidiaries during the year.
Disposals of subsidiaries
There were no disposals of subsidiaries during the year.
Wind-up of subsidiaries
There were no disposals of subsidiaries during the year.

|  |  |  | 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%

1. Cobre San Rafael, S.L. is the entity
which holds the mining rights of
Proyecto Touro. The Group has control
in the government, key management
and other key business aspects of
Cobre San Rafael, S.L., including one
of the two Directors, management of
the financial books and the capacity of
appointment the key personnel (Note
2.3 (b) (1)).
Transactions between Atalaya and
Cobre San Rafael are not disclosed as
related party interest as they are fully
eliminated as part of the consolidation
process (Note 2.3 (b)).
2. Rio Narcea Nickel, S.L.U. changed its
name to Atalaya Ossa Morena, S.L.U on
31 January 2022. In July 2022, Atalaya
increased its ownership interest
in Proyecto Ossa Morena to 99.9%,
up from 51%, following completion
of a capital increase that will fund
exploration activities.
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Additional Information
The following transactions were carried out with related parties:
31.2 Compensation of key management personnel
The total remuneration and fees of Directors (including executive Directors)
and other key management personnel was as follows:

(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

1. These amounts related to the performance bonus for 2025 (and 2024 in respect of the comparatives)
approved by the Board of Directors following the proposal of the Remuneration Committee.
2. Includes wages and salaries of key management personnel of €1,263k (2024: €568k) and other benefits of
€30k (2024: €30k).
3. Includes the expense recognised in 2025 in respect of the 2025 Deferred Cash Incentive Plan granted
to certain members of key management, as well as €0.9 million recognised from the remeasurement
of share options granted to non-C-Suite employees as result of the introduction of the cash settlement
mechanism under the LTIP 2020. Further details are provided in Note 24.
At 31 December 2025 amounts due to
Directors, as from the Company, are
€nil (€nil at 31 December 2024) and
€nil (€nil at 31 December 2024) to
key management.
Effective 1 January 2025, the Group
included the General Manager of
Proyecto Touro as a member of
its key management personnel.
The decision reflected the formal
creation of the role and its strategic
relevance, as the position entails
direct responsibility over the
planning, direction and control of
all operational and development
activities at Proyecto Touro. On 24
July 2025, Fernando Araúz de Robles
Villalón was appointed General
Manager of Proyecto Riotinto,
succeeding Enrique Delgado,
thereby becoming a member of key
management from that date.
Share-based benefits
In 2025, the Company granted new
conditional share awards under the
Atalaya Mining Long-Term Incentive
Plan 2020, which was approved by
shareholders at the Annual General
Meeting on 25 June 2020. These
awards are subject to performance
conditions measured over a three-
year period and a subsequent
two-year holding period following
vesting. The awards were granted
on 24 April 2025 at a market price
of 358.60 pence per share and were
made to certain members of senior
management and PDMRs.
The maximum number of shares
conditionally awarded was as follows:
□ Chief Executive Officer (Director):
218,000 shares
□ Chief Financial Officer (PDMR):
113,091 shares
□ General Manager Riotinto (PDMR):
112,431 shares
The awards will vest subject to
the extent to which performance
conditions are satisfied and
continued employment. No
consideration was paid for the grant.
The total charge recognised in the
period 2025 in respect of these
awards amounted to €0.3 million.
Also during the period, the Company
granted a total of 1,600,000 share
options to Persons Discharging
Managerial Responsibilities (PDMRs)
at an exercise price of 460.35 pence
per share and an expiry date of 9 July
2030 under the Long-Term Incentive
Plan 2020 (LTIP 2020). 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.
In 2024, the Company granted a
total of 800,000 share options to
Persons Discharging Managerial
Responsibilities (PDMRs) with an
exercise price of 413.5 pence per
share and an expiry date of 10 June
2029 under the Long-Term Incentive
Plan 2020 (LTIP20).
Both grants vest in three equal
tranches - one-third on grant, with
the remaining balance vesting
equally on the first and second
anniversaries of the grant date.
During 2025 the Directors and key
management personnel have not
been granted any bonus shares
(2024: nil).
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Additional Information
Conflict of interest
In order to avoid situations of conflict of interests of the Parent Company,
during the year Directors who have held positions as company Director have
complied with the obligations provided for in article 228 of the Revised Text of
the Spanish Capital Enterprises Act. Furthermore, Directors or related to them
have abstained from incurring in the cases of conflict of interest provided for
in article 229 the Spanish Capital Enterprises Act, except in cases where the
corresponding authorisation has been obtained.
31.3 Transactions with shareholders and related parties

(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

(a) Offtake agreement and spot sales to Trafigura
Offtake agreement
In May 2015, the Company agreed terms with key stakeholders in a
capitalisation exercise to finance the re-start of Proyecto Riotinto (the “2015
Capitalisation”).
As part of the 2015 Capitalisation, the Company entered into offtake
agreements with some of its large shareholders, one of which was Trafigura
Pte Ltd. (“Trafigura”), under which the total forecast concentrate production
from Proyecto Riotinto was committed (“2015 Offtake Agreements”).
During 2025, the Company completed 6 sales transactions under the terms of
the Offtake Agreements valued at €65.7 million (2024: 10 sales valued at €71.6
million).
Spot Sales Agreements
Due to various expansions
implemented at Proyecto Riotinto in
recent years, volumes of concentrate
have been periodically available for
sale outside of the Company’s various
offtake agreements.
In 2025, the Company completed 10
spot sales with Trafigura valued at
€139.7 million (2024: the Company
did not complete any spot sales
with Trafigura; however, €1.0 million
in sales was recognised through
amendments to its existing offtake
agreement following QP closures
during the year).
Sales transactions with related
parties are at arm’s length basis in a
similar manner to transactions with
third parties.
(b) Port Handling and
Warehousing services
The Group has in place a port
handling, storage and shipping
services agreement with Impala
Terminals Huelva S.L.U. (“Impala
Terminals”) in respect of copper
concentrates produced from
Proyecto Riotinto.
The agreement covers export
concentrate volumes that are not
committed under the Group’s offtake
arrangements, as well as volumes
committed to the Trafigura Group
under its offtake agreement. The
agreement remains in force at 31
December 2025.
Impala Terminals forms part of the
Trafigura Group, which is under joint
control. As a result, Impala Terminals
is considered a related party of the
Group in accordance with IAS 24
Related Party Disclosures.
The Group reassessed its relationship
with Impala Terminals in prior
periods and concluded that the
criteria for related party classification
are met. This assessment remains
unchanged at 31 December 2025.
Transactions with Impala Terminals
are conducted under normal
commercial terms and on an
arm’s length basis, consistent with
arrangements that would be entered
into with independent third parties.
The amounts recognised during
the year and outstanding balances
at 31 December 2025 and 2024 are
presented in Notes 31.3 and 31.4.
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Additional Information
31.4 Year-end balances with shareholders
and their joint ventures

(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)

The above debtor balance arising from the agreements between Trafigura and
Impala (Note 31.3), bear no interest and is repayable on demand.
The fees for the years to 31 December 2025 and 31 December 2024, for audit
and non-audit services provided by the auditor of the Group’s consolidated
financial statements and of certain individual financial statements of the
consolidated companies, PricewaterhouseCoopers Auditores, S.L., and by
companies belonging to PwC’s network, were as follows:

(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

For the year 2025, the audit services related to the audit of the British subsidiaries
were performed by Rayner Essex LLP, amounting to GBP 41 thousand.
32. Auditor’s remuneration
33. Contingent liabilities
Judicial and administrative cases
In the normal course of business, the Group may be involved in legal
proceedings, claims and assessments. Such matters are subject to many
uncertainties, and outcomes are not predictable with assurance. Legal fees
for such matters are expensed as incurred and the Group accrues for adverse
outcomes as they become probable and estimable.
34. Commitments
There are no minimum exploration requirements at Proyecto Riotinto.
However, the Group is obliged to pay local land taxes which currently are
approximately €235,000 per year in Spain and the Group is required to
maintain the Riotinto site in compliance with all applicable regulatory
requirements.
In 2012, ARM entered into a 50/50 joint venture with Rumbo to evaluate and
exploit the potential of the class B resources in the tailings dam and waste
areas at Proyecto Riotinto (mainly residual gold and silver in the old gossan
tailings). Under the joint venture agreement, ARM will be the operator of
the joint venture, will reimburse Rumbo for the costs associated with the
application for classification of the Class B resources and will fund the initial
expenditure of a feasibility study up to a maximum of €2.0 million. Costs are
then borne by the joint venture partners in accordance with their respective
ownership interests.
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consolidated financial
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Additional Information
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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Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
□ 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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Governance
Financial
Statements
Independent Auditor’s
Report
Consolidated Financial
Statements
Notes to the
consolidated financial
statements
Additional Information
Additional Information
Strategic Report
Governance
Financial Statements
Additional
Information
Proyecto Riotinto
Mineral Resources and
Ore Reserves
Glossary of Terms
Shareholder Enquiries
ATALAYA MINING · ANNUAL REPORT
2025
198
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$5.00/lb).
3. Stockwork material was monetised during the Pit Optimisation.
4. All figures are rounded to reflect the relative accuracy of the estimate.
5. Mineral Resources are reported as undiluted, with no mining recovery applied in the Statement.
6. Based on a 100% ownership basis.
7. Tonnages are reported in metric units, grades in percentage (%), and the contained metal in tonnes of
copper.
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Governance
Financial Statements
Additional
Information
Proyecto Riotinto
Mineral Resources and
Ore Reserves
Glossary of Terms
Shareholder Enquiries
Glossary of Terms
The following definitions and terms are used throughout this Annual Report.
Currency abbreviations
US$/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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Financial Statements
Additional
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
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Europe
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United Kingdom
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Financial Statements
Additional
Information
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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