Clontarf Energy was formed following the sale of Pan Andean Resources PLC’s Colombian and Peruvian assets for $32 million to Petrominerales (now Pacific Rubiales).  A merger of the remaining assets including those in Bolivia and Ghana formed the basis for Clontarf Energy.  Clontarf also inherited a memorandum of understanding with the Bolivian military to study Lithium exaporater.

• The company has 60% of the Ghana Tano 2A Block – a 1,532km Block, close to four recent discoveries by Tullow Oil plc and Kosmos. We await ratification of the amended Petroleum Agreement by Cabinet and Parliament, in accordance with the law.
• There are ongoing discussions for additional oil and gas exploration opportunities in other prospective countries.
• In 2018 the Bolivian authorities invited Clontarf back for discussions on projects with the state Lithium company, YLB.

The Company’s securities are traded on the AIM Market of the London Stock Exchange (“AIM”). The Company has applied the requirements of the Quoted Company Alliance (“QCA”) corporate governance guidelines for AIM companies. The Company have complied with the QCA corporate guidelines where practical; instances of noncompliance have been highlighted below.

In addition, the Company has an established code of conduct for dealings in the shares of the Company by directors and employees.

James Finn, acting as Interim Chairman after the passing of Chairman David Horgan, has assumed responsibility for ensuring that the Company has appropriate corporate governance standards in place and that these requirements are communicated and applied until such time as a permanent Chairman is appointed.

The Board currently consists of two directors: Interim Chairman (Financial Director) and a Non-Executive Director, who is regarded as independent. This is not in compliance with the QCA Code which requires at least two independent non-executive directors, and encourages a separation of the Chair and CEO/MD roles.  However, the Board considers that appropriate oversight of the Company is provided by the currently constituted Board having regard to the current size and resources of the Company.

The 10 principles set out in the QCA Code are listed below, with an explanation of how Clontarf applies each of the principles and the reason for any aspect of non-compliance.

           1.Establish a purpose, strategy and business model which promote long-term value for shareholders

The Company is an exploration company whose objective is to discover and evaluate world class deposits in order to create value for its shareholders.  The Company has a clearly defined strategy and business model that has been adopted by the Board.

The Company strategy is the appraisal and exploration of the assets currently owned. Concurrent with this process the Group’s management will continue to use its expertise to acquire additional license interests for lithium and oil & gas exploration. The key challenges in executing this are referred to in paragraph 4 below.

2. Promote a corporate culture that is based on ethical values and behaviours

The corporate culture of the Company is promoted throughout its contractors and is underpinned by compliance with local regulations and the implementation and regular review and enforcement of various policies: Health and Safety Policy; Share Dealing Policy; Code of Conduct; Privacy Policy and Social Media Policy. The Company policy is that all Company activities are carried out in compliance with safety regulations, in a culture where the safety of personnel is paramount. The Company will ensure an appropriate level of contact and negotiation with all stakeholders including landowners, community groups and regional and national authorities.

The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company and the way that employees behave.

The exploration for and development of oil and gas and lithium resources can have significant impact in the areas where the Company and its contractors are active and it is important that the communities in which we operate view the Company’s activities positively. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company successfully to achieve its corporate objectives. The Board places great importance on this aspect of corporate life and monitors all activities to ensure that this is reflected in all the Company does.

 

The Company has an established code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with Rule 21 of the AIM rules and the UK Market Abuse Regulation.

3.Seek to understand and meet shareholder needs and expectations

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company.

This is achieved through publications such as the Annual and Interim Reports, News Releases and the Company’s website, www.clontarfenergy.com. Extensive information about the Company and its activities is given on the Company’s website and in the Annual Report and Consolidated Financial Statements. Notifiable items are issued to the market on a timely basis through a Regulatory Information Service and, in addition, corporate information is regularly updated on the Company’s website. The directors are active in meeting with private investors from time to time, and engages in regular dialogue with the Company’s broker with a view to gauging shareholder sentiment and how successful the Company has been in communicating with shareholders.

The Board regards the Annual General Meeting of the Company as an important opportunity for shareholders, Directors and management to meet, exchange views and discuss the progress of the Company.  Shareholders are encouraged to attend for these purposes. The Board encourages constructive feedback from its shareholders on their needs and expectations for the Company through the question and answer sessions at its annual general meeting.  We seek at all times to provide open and realistic communications with shareholders while ensuring compliance with our regulatory obligations.

4. Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

The Board is committed to having the highest degree possible of corporate social responsibility in how the Company undertakes its activities. The Board identifies a number of stakeholder groups with which it has established an effective working relationship including contactors, communities and regulatory bodies. In regard to each such group the Company has identified the needs, interests and expectations of these groups and works towards fulfilling these requirements by way of meetings, discussions and feedback where appropriate.

In relation to its exploration activities the Company has an uncompromising stance on health, safety, environment and community relations. The Company policy is that all Company activities are carried out in compliance with safety regulations, in a culture where the safety of personnel is paramount.

The Company will continue to ensure an appropriate level of contact and negotiation with all stakeholders including landowners, community groups and regional and national authorities.

There is currently no impact on the environment as the Company has not commenced exploration drilling. Any impact on environmental matters will be determined once exploration work commences and the Company will ensure that measures are put in place to lessen the impact.

The Company has an open and compliant approach to its dealings with the regulators concerned with the admission of the Company’s shares to trading on the AIM Market.  The Board recognises that as it develops, there will be wider stakeholder and social responsibilities which will have to be taken into account, in particular in relation to the communities in which it becomes active.  The Board will seek constructive feedback from all its stakeholders and any stakeholder may contact the Company at info@clontarfenergy.com.

5. Embed effective risk management, internal controls and assurance activities considering both opportunities and threats, throughout the organisation

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 principal risks and uncertainties facing the Group at this stage in this development and in the foreseeable future are detailed on pages 7 and 8 of the Annual Report together with risk mitigation strategies employed by the Board.

The Board along with the audit committee reviews and evaluates both internal controls and risk management on an ongoing basis.  The Board intends to keep its risk control procedures under constant review, particularly with regard to the need to embed internal control and risk management procedures further into the operations of the business and to deal with areas of improvement which come to management’s and the Board’s attention.

6. Establish and maintain the board as a well-functioning, balanced team led by the chair

The Board considers the current balance of sector, financial and public market skills and experience which it embodies is appropriate for the current size and stage of development of the Company and that the Board has the skills and experience necessary to execute the Company’s strategy and business plan and discharge its duties effectively.

Details of the current Board of Directors’ biographies are as follows:

James Finn, Interim Chairman/Finance Director

James Finn is finance director of Clontarf Energy plc.  He has over 20 years’ experience in working with exploration companies. James Finn has extensive experience in the administration of oil and gas and minerals companies. He has been responsible for listing several resource sector companies on AIM in London, including two of the first companies ever listed on AIM, Pan Andean Resources and African Gold. James Finn was previously finance director of African Diamonds and West African Diamonds. He holds a degree in Management and an Association of Chartered Certified Accountants (ACCA) qualification.

Peter O’Toole, Non-Executive Director

Peter O’Toole has operated civil engineering and construction companies for over 30 years, specialising in the mining and government infrastructure sectors. He is also Honorary Consul General of Ireland in Bolivia. He is a Civil Engineer by discipline, educated at Queen Mary University of London and GMIT Institute of Technology, Galway, Ireland.

Directors and Management

All Directors have access to the Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are observed.

The Board comprises the Interim Chairman and Finance Director James Finn and the independent Non-Executive Director Peter O’Toole. The Board currently has one independent non-executive director, which is a departure from the QCA Code which requires at least two independent non-executive directors. However, the Board considers that appropriate oversight of the Company is provided by the currently constituted Board having regard to the current size and resources of the Company. Also as noted above, the Chair and CEO/MD functions are not separate as recommended by the QCA Code.

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

The Board’s role is to agree the Group’s long-term direction and strategy and monitor achievement of its business objectives. The Board meets formally at least four times a year for these purposes and holds additional meetings when necessary to transact other business. The Board receives reports for consideration on all significant strategic, operational and financial matters.

On appointment each director receives a letter of appointment from the Company. The Non- Executive Directors, will receive a fee for their services as a director which is approved by the Board, being mindful of the time commitment and responsibilities of their roles and of current market rates for comparable organisations and appointments. The non-executive Directors are reimbursed for travelling and other incidental expenses incurred on Company business.

7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

The Board is supported by the Audit, Remuneration and the Nomination Committees.

The Board as a whole contains an appropriate balance of experience, skills, personal qualities and capabilities at the current stage of the Company’s development to deliver its strategy for the benefit of shareholders. Specifically, the Directors’ combined skills and experience in the resource sector, from technical, financial and corporate perspectives, place the Company in a strong position from which to create value from its current projects and to evaluate opportunities in the resource sector, and when appropriate permit, fund and develop such resource projects. The Board considers that these strengths and abilities will continue to support the Company’s future development, but also recognise that, as the Company evolves, the Board composition will need to evolve to reflect change. The Board endeavours to ensure that each Director’s skills remain effective to the Company’s growth and development.

The small size of the Board enables the close engagement with senior management and regular information exchange on corporate and technical developments within the Company and in the broader resource sector. The Board benefits from the Directors’ collective and extensive personal and professional networks within the resource sector and investment community which bring regular and relevant knowledge and insight to the Company’s business.

External legal and financial advice is made available to the Directors as required. The Board engages external board advisers from time to time, to advise on general corporate matters.

 

8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Review of the Company’s progress against the long terms strategy and aims of the business provides a means to measure the effectiveness of the Board.

In accordance with provisions of the Code, a performance evaluation of the Board is carried out annually. In 2025, the performance evaluation process was conducted internally.

Board Evaluation Process in December 2025

The Interim Chairman James Finn appraised the Board on the performance of each of the Directors during the year.  The Board formally concluded on its own performance, on the performance of Committees and on the performance of individual Directors, including the Chairman.

Analysis of 2025 evaluation

The evaluation indicated a high level of satisfaction with the composition, performance and effectiveness of the Board, its Chair and Committees. It found that there are good communications both within the Board/ Committees and with management.

A number of key focus areas were identified for the Board to consider. These include:

• Continued consideration of succession planning at Board and management level
• Increased allocation of Board meeting time to consideration of strategic issues
• Increased diversity on the Board

Arising from the evaluation process, a number of actions were agreed by the Board which will be implemented by the Chairman during the current year.

All Directors must stand for reappointment by shareholders in accordance with the Company’s Articles of Association.  The Company’s approach to succession planning is to consider appropriate talented individuals on an ongoing basis with the objective of from time to time inviting such individuals to join the Board.

9. Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The Board has overall responsibility for all aspects of the business. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making. The Chairman has overall responsibility for corporate governance matters in the Company and chairs the Nomination Committee.

 

The Chairman has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Company. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.

 

The Company, having regard to the terms and conditions of both existing and new employees, seeks to ensure that all employees are properly rewarded and motivated to perform their duties in the best interests of the company and ultimately shareholders in both the short and long term.

The Nomination Committee

Given the current size of the Group a Nominations Committee is not considered necessary. The Board reserves to itself the process by which a new director is appointed. All directors co-opted to the Board during any financial period are subject to election by shareholders at the first opportunity following their appointment. Consideration to setting up a Nominations Committee is under continuous review.

The Audit Committee

The Audit Committee, chaired by Interim Chairman, and including Non-Executive Director, Peter O’Toole, meets at least twice a year and assists the Board in meeting responsibilities in respect of external financial reporting and internal controls. The Audit Committee also keeps under review the scope and results of the audit. It also considers the cost-effectiveness, independence and objectivity of the Auditor taking account of any non-audit services provided by them.  The composition of the audit committee will be reviewed shortly in order to ensure it is in line with best practice.

 

The Company’s Audit Committee Report is presented on pages 19 to 20 and provides further details on the committee’s activities during 2025.

 

The Remuneration Committee

The Remuneration Committee is comprised of Directors James Finn and Peter O’Toole. The Remuneration Committee meets at least once a year to determine the appropriate remuneration for the Company’s executive directors, ensuring that this reflects their performance and that of the Company.

 

A separate report from the Remuneration Committee was not produced in the current year due to the size of the company, the Company intends to review this requirement on an annual basis.

 

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

 

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company.

Investors also have access to current information on the Company though its website http://www.clontarfenergy.com and through James Finn, Interim Chairman and Finance Director who is available to answer investor relations enquiries. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting.

The Company’s financial reports can be found here:  http://www.clontarfenergy.com/investor-centre/annual-reports_.aspx

Last updated 31st July 2026