Last reviewed 10 February 2026
The Board has adopted the 2023 QCA Corporate Governance Code (the “Code”) as the most suitable corporate governance code for the Company and applies the principles of the Code wherever possible and where appropriate to the Company’s size and available resources.
The Company has set out below the Code’s ten principles with an explanation of how the Company applies each principle and/or the reasons for any aspect of non-compliance.
This Corporate Governance Statement will be reviewed at least annually to ensure that the Company’s corporate governance framework continues to develop in line with the Company’s strategy and business plan.
The Board of Sunrise comprises three members, nevertheless there are also three Board Committees: An Audit & Risk Committee, a Remuneration Committee and a Nomination Committee, each of which has been established to ensure proper governance and compliance with the Code.
Where reference is made to a page number in the Annual Report, it is a reference to the latest annual report which can be viewed on the website at the following link:
Principle One: Establish a strategy and business model which promote long-term value for shareholders.
The Company’s purpose is to responsibly explore for and then to develop mineral resources to deliver long-term value to shareholders and positive outcomes for its stakeholders.
The Company has a portfolio of exploration projects which are located in stable and democratic geologically prospective mining friendly jurisdictions. It has projects in Nevada, USA and Western Australia.
The Company has a clearly defined strategy and business model that has been adopted by the Board and the details of which is set out in the Strategic Report on page 6. Details of the challenges to the execution of the Company’s strategy and business model and how those will be addressed can be found in Risks and Uncertainties in the Strategic Report set out on pages 12 to 15.
The Board regularly reviews the progress of its projects and their development and periodically reviews how its strategy and business model contribute to the creation of sustainable value, taking account of financial, environmental and social drivers.
Principle Two: Seek to understand and meet shareholder needs and expectations.
The Board recognises and strives to promote a corporate culture which is based on strong ethical and moral values. The Board also takes regular account of the significance of social, environmental and ethical matters affecting the business of the Group.
The Company practises responsible exploration as reflected in the Company’s Environmental, Social and Governance (“ESG”) Statement set out on pages 21 to 23. By doing so the Board reduces project risk, avoids adverse environmental and social impacts, optimises benefits for all stakeholders while adding value to the Company’s projects.
The Group’s activities are carried out in accordance with the Company’s ESG Policy to minimise negative environmental and social impact, and this policy is regularly reviewed. Where appropriate, all work is carried out after prior consultation with affected parties.
The Board ensures that the Company’s culture supports it purpose and values. Ethical behaviour, integrity, respect and environmental responsibility underpin all its activities and are re-enforced through the Company’s policies and codes.
The corporate culture of the Company is promoted by the management to the Company’s suppliers and contractors and is underpinned by the implementation and regular review, enforcement and documentation of various policies and codes: the Health & Safety Policy, the ESG Policy, the Share Dealing Policy, the Bribery & Anti-Corruption Policy, the Bribery & Anti-Corruption Code of Conduct and the Social Media policy. These policies and codes enable the Board and its employees to determine that ethical values are recognised and respected.
Details of the Company’s ethical policies and its approach to ethical business practices are set out in the Environmental, Social and Governance Statement on pages 21 to 23.
The Company has only one employee at this time, the Executive Chairman, but the Board seeks to promote an open and inclusive work culture for its suppliers and contractors that encourages and fosters trust and respect. The Board takes account of the interests of its suppliers and contractors when making decisions, and suggestions aimed at improving the Group’s performance are welcomed.
The Board monitors commentary on its purpose and culture through reports from the Board and from stakeholder feedback.
Principle Three: Take into account wider stakeholder and social responsibilities and their implications for long-term success.
The Board is committed to maintaining good communication with its shareholders and investors and understanding their concerns and expectations. The Chairman and other members of the Board from time to time meet with shareholders and investors directly or through arrangements with the Company’s brokers to understand their investment requirements and expectations and to address their enquiries and concerns.
All shareholders are encouraged to attend the Company’s Annual General Meeting where they can meet and directly communicate with the Chairman and members of the Board. After the close of business at the Annual General Meeting, the Chairman makes an up-to-date corporate presentation and opens the floor to questions from shareholders.
The Chairman leads on ensuring that there is proactive engagement with shareholders on governance matters. The Chairs of the Audit & Risk, Remuneration and Nomination Committees make themselves available to meet with shareholders at Annual General Meetings to answer shareholder questions regarding the activities of their respective Committees.
Shareholders are also welcome to contact the Company via email at info@sunriseresourcesplc.com with any specific queries.
The Company also provides regulatory, financial and business news updates through the Regulatory News Service (RNS) and various media channels such as X, formerly known as Twitter, and LinkedIn. Shareholders also have access to information through the Company’s website www.sunriseresources.com, which is updated on a regular basis and which includes the Company’s regulatory announcements and the latest corporate presentation on the Group. Contact details are also provided on the website.
The Company has no shareholder who or which controls 30 per cent. or more of the Company’s issued share capital.
Principle Four: Embed effective risk management, considering both opportunities and threats, throughout the organisation.
The Board’s primary goal is to create shareholder value in a responsible way that serves all stakeholders. The Board recognises the importance of maintaining good relationships with all its stakeholders and practising responsible exploration in its project locations. Environmental and social considerations are integral to the Company’s overall strategy and business model and ESG principles are now at the forefront of the Company’s governance.
Details of the Company’s ESG Policy and other governance policies, its approach to exploration and the recruitment of experienced and qualified personnel are set out in the Environmental, Social and Governance Statement on pages 21 to 23.
The Company has a broad range of stakeholders beyond its shareholders. These include the local communities in its exploration project locations, government and regulatory bodies, suppliers, contractors, consultants and local business partners.
The Company engages positively with local communities, regulatory authorities, suppliers and other stakeholders in its project locations and through regular communication and visits by the Chairman, staff members and local business associates, consultants and contractors. The Company encourages feedback through this engagement process which is reported back to the Board and which helps the Board to understand the needs and expectations of these stakeholders. It also helps the Board identify the key resources and foster the relationships on which the business relies.
One further stakeholder group which is important to the Company and its culture are the staff available to the Company. Other than the Board, the Company has no employees. It relies on the employees of Tertiary Minerals plc who are engaged through a Management Services Agreement. These employees play an important part in the delivery of the Company’s strategic objectives and positively contribute to the relationships which the Company has with the communities in which the Company operates. The Board seeks to promote an open and inclusive work culture for these employees that encourages open communication with the Board and fosters trust and respect.
The Group’s activities carried out in accordance with the ESG Policy have had only minimal environmental and social impact, and this policy is regularly reviewed. Where appropriate, all work is carried out after prior consultation with affected parties.
The health, safety and wellbeing of our staff, suppliers, contractors, consultants and local business partners is important to the Board as borne out by the Company’s policies, including the Health & Safety Policy which has been established and is periodically updated.
Further details of the Company’s stakeholder engagement are set out in the Environmental, Social and Governance Statement on pages 21 to 23.
Principle Five: Maintain the board as a well-functioning, balanced team led by the chair.
The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible whilst recognising that its business opportunities carry an inherently high level of risk.
The Company is developing a Risk Management Policy to encapsulate its risk management objectives and risk management strategies. The principal risks and uncertainties facing the Group at this stage in its development and in the foreseeable future are detailed in Risks and Uncertainties in the Strategic Report set out on pages 12 to 15, together with risk mitigation strategies employed by the Board.
All risks, including environmental and social risks which relate to the business, are recorded and monitored by the Board. Existing risks and emerging risks and the mitigation of such risks are regularly reviewed. The Board and the Audit & Risk Committee ensure appropriate internal controls are in place together with governance policies and compliance monitoring, to manage financial and operational risks. The Company’s internal controls are reviewed annually by the Company’s Auditor. The Company’s governance policies are set out in the Environmental, Social and Governance Statement on pages 21 to 23.
Assurance activities include regular Board oversight of its risk management effectiveness. Whilst considering existing and emerging risks and actively monitoring changes in the exploration and mining arena and regulatory developments, the Company’s risk framework also considers opportunities for value creation such as new projects, project advancement and strategic joint ventures which are aligned with the Company’s strategy to build a multi-project portfolio .
The Board places emphasis on transparency through regular communication and updates to shareholders and the stock market on the Company’s business and the risks and opportunities it faces. The Company’s approach to risk is aligned with good governance and demonstrates the Board’s commitment to promoting the Company’s long-term success.
Principle Six: Ensure that between them the directors have the necessary up to date experience, skills and capabilities.
The role of the members of the Board is to collectively agree the Group’s long-term direction and strategy, monitor the achievement of its business objectives and promote the interests of the Group. The members of the Board are also collectively responsible for maintaining and updating the Company’s corporate governance framework.
The Board meets formally four times a year for the purposes set out above and holds additional meetings when necessary to transact other business. The Board receives regular and timely reports for consideration on all significant strategic, operational and financial matters. Relevant information for consideration by the Board and the Board Committees is circulated in advance of their meetings.
Further details on the Board’s meetings are provided in the Directors’ Report on page 18.
The Board is supported by the Audit & Risk, Remuneration and Nomination Committees, details of which, together with details of the Committee members and attendance records, can also be found in the Directors’ Report on page 18. The Audit & Risk Committee and Remuneration Committee are each chaired by independent non-executive directors, thereby ensuring independent oversight.
The Board is comprised of an Executive Chairman, Patrick Cheetham, and two independent Non-Executive Directors, James Cole and Adam Hainsworth. Details of the experience, skills and capabilities of the Directors are set out in Board of Directors on page 20 and are on the website at the link below:
https://www.sunriseresourcesplc.com/directors-management
As the Company develops, the Board will have oversight of the Board’s requirements in terms of skills and experience and new members of the Board will be sought to strengthen the Board’s capability.
The Executive Chairman, Patrick Cheetham, leads the Board and is responsible for maintaining the Board as a well-functioning, balanced team, ensuring that no individual or group dominates decision-making. The Executive Chairman also oversees corporate governance and chairs the Nomination Committee, which applies rigorous and transparent procedures for Board appointments. The role of Executive Chairman combines the roles of Chairman and Chief Executive Officer results in cost savings for the Company and is considered acceptable whilst there is a majority of independent directors on the Board and having regard to the fact that the Company is not yet revenue generating.
Patrick Cheetham has a service contract as Executive Chairman of the Company. Prior to 31 December 2025, his services as Chief Executive Officer were provided to the Company, at cost, through a Management Services Agreement with Tertiary Minerals plc (“Tertiary”), in which he is a shareholder and where he is now employed as Non-executive Chairman. In the year ended 30 September 2025, Patrick Cheetham dedicated approximately 40% of his working time to the Company. The combined role of Chairman and Chief Executive Officer results in cost savings and is considered acceptable whilst there is a majority of independent directors on the Board and having regard to the fact that the Company is not yet revenue generating.
The non-executive directors, James Cole and Adam Hainsworth, have committed the time necessary to fulfil their roles during the year and provide independent and objective judgment to Board decisions. James Cole and Adam Hainsworth, as non-executive directors, are considered by the Board to be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
Adam Hainsworth has an interest in 325,738,372 Ordinary Shares in the Company which holding was largely built up prior to him joining the Board in March 2025. James Cole has a holding of 72,533,864 Ordinary Shares in the Company, largely as a result of taking shares in lieu of part of his directors’ fees and nominal holdings of warrants. The non-executive directors do not participate in performance related rewards.
Under the Articles of Association, new directors appointed to the Board must stand for election at the first Annual General Meeting of the Company following their appointment and existing directors retire by rotation annually and may offer themselves for re-election. Due to the size and nature of the business, the Board will not be following the Code recommendation that all directors are proposed for annual re-election. This recommendation will be reviewed on an annual basis.
Principle Seven: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
Patrick Cheetham, in his capacity as Executive Chairman, has overall responsibility for the operation, leadership and governance of the Board and the Company’s approach to corporate governance. The Board is collectively responsible for delivering on the Company’s well-defined business strategy having due regard for the associated risks and opportunities. The Non-executive directors are responsible for bringing independent and objective oversight to Board decisions.
The Company’s corporate governance arrangements now in place are designed to support a corporate culture that understands and meets shareholder and stakeholder needs and expectations whilst delivering long-term value for shareholders. The Board regularly reviews its corporate governance framework to ensure it is effective and evolves with the Company’s strategy and business plan.
The Board is supported by the Audit & Risk, Remuneration and Nomination Committees, details of which, together with details of the Committee members and attendance records, can also be found in the Directors’ Report on page 18. The Audit & Risk Committee is chaired by James Cole and the Remuneration Committee is chaired by Adam Hainsworth.
The Board considers the current balance of sector, financial and public market skills and experience of its directors are relevant to the Company’s business and are appropriate for the current size and stage of development of the Company. The Board considers that it has the skills and experience necessary to execute the Company’s strategy and business plan and discharge its duties effectively.
The directors maintain their skills through membership of various professional bodies, attendance at mining conferences and through their various external appointments. Details of the current directors’ biographies are set out Board of Directors on page 20.
The Board receives regular and timely reports for consideration on all significant strategic, operational and financial matters. Relevant information for consideration by the Board is circulated in advance of its meetings.
All Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are observed. The Board also has access to and receives advice from its Nominated Adviser, the Company’s Auditor and lawyers as well as other advisers as and when advice or guidance is required.
All Directors are able to take independent professional advice, if required, in relation to their duties and at the Company’s expense. No external advice was sought by Board members in the last financial year.
Principle Eight: Promote a corporate culture that is based on ethical values and behaviours.
The ultimate measure of the effectiveness of the Board is the Company’s progress against the long-term strategy and aims of the business. This progress is reviewed in Board meetings held at least four times a year.
The Board appreciates that an annual review of the Board’s performance provides for effective governance and the development of the Board’s capabilities.
A formal performance review of the Board and its Board Committees was conducted last year by way of an internal survey and an updated performance review of the Board and its Committees will be conducted later this year. In due course, it is planned for performance reviews to be conducted by external advisers or consultants.
The Nomination Committee, which consists of the Chairman and the two non-executive directors, meets at least once a year to lead the formal process of rigorous and transparent procedures for Board appointments. During its meetings, the Nomination Committee reviews the structure, size and composition of the Board, succession planning, leadership, key strategic and commercial issues, conflicts of interest, time required from non-executive directors to execute their duties effectively, the skills and experience of the Directors and the overall effectiveness of the Board.
The Board is aware of the need to refresh its membership from time to time and to match its skills set to those required for the development of its mineral interests and will consider appointing additional independent non-executive directors in the future.
Principle Nine: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.
Until 31 December 2025, the Company did not remunerate any of the Directors other than in their capacity as directors and whilst the Executive Cheetham, Patrick Cheetham, had an executive role, his technical and managerial services were provided under a Management Services Agreement with Tertiary Minerals plc and his remuneration was fixed by Tertiary Minerals plc. From 1 January 2026, Mr Cheetham has been employed directly by the Company as Executive Chairman. The Board has yet to define a Remuneration Policy in line with this principle but intends to do so.
The Code recommends that companies submit both their annual remuneration report and their remuneration policy to an advisory vote by shareholders. The Company plans to adopt this recommendation in future years.
Principle Ten: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Company regularly communicates with, and encourages feedback from, its shareholders who are its key stakeholder group. The Company’s website is regularly updated and users, including all stakeholders, can register to be alerted via email when material announcements are made. The Company’s contact details are on the website should stakeholders wish to make enquiries of management.
The Group’s financial reports for at least the past five years can be found here:
https://www.sunriseresourcesplc.com/financialreports
Notices of Annual General Meetings and past regulatory announcements for at least the last five years can be found here:
https://www.sunriseresourcesplc.com/news/category/news
The results of voting on all resolutions in general meetings are posted to the Company’s website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent votes.
