Principle 1

“Establish a purpose, strategy and business model which promotes long-term value for shareholders.”

Ironveld’s purpose is to create sustainable value for its shareholders through the responsible development and operation of its South African mineral assets. The Company’s principal asset is the Ironveld Project in the Limpopo Province of South Africa, which hosts significant deposits of high purity iron, vanadium and titanium.

The Board’s strategy is to transition Ironveld from a development-stage company into a fully operational mining and processing business. Central to this strategy is the adoption of a capital-light operating model in which third-party contractors assume responsibility for operational and capital expenditure, enabling Ironveld to retain full ownership and commercial control of its assets whilst minimising direct financial exposure.

This business model was materially advanced by the post-period Mining Operations Agreement entered into with Daemaneng Minerals, under which Daemaneng assumes exclusive responsibility for all mining operations and associated costs at Lapon Mining. Daemaneng recovers its expenditure solely from the proceeds of ore sold, with Ironveld retaining full commercial sovereignty over its product. A binding term sheet has also been agreed under which Daemaneng assumes full operational and capital responsibility for the DMS-grade magnetite processing plant, targeting initial output of approximately 6,000 tonnes per month, scaling to 15,000 tonnes per month.

The Board reviews the Company’s strategy at each Board meeting and communicates progress to shareholders through regulatory announcements and the Annual Report. The Company’s key performance indicators and strategic objectives are set out in the Strategic Report within the Annual Report.

Principle 2

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

The Board is committed to promoting an open and ethical culture throughout the Group. The Company’s core values centre on integrity, transparency and responsible stewardship of its assets, its workforce and its relationships with all stakeholders. These values are reflected in the Board’s approach to governance, its conduct as a listed company on AIM, and the standards it expects of its employees and contractors in South Africa.

The Group’s South African operations are conducted in accordance with applicable South African mining laws and environmental and social regulations. Formal health and safety management systems are in place at site level, with regular training programmes, risk assessments and site inspections undertaken to promote a safe working environment and reduce the likelihood of incidents.

The Board monitors the effectiveness of the Group’s culture through regular reporting from the South African management team and through the direct involvement of the Technical Director in on-site operations. Any material health, safety or conduct incidents are reported to the full Board promptly.

The Board acknowledges that, as a small company at an early stage of commercial development, certain formal culture and whistleblowing policies are less comprehensive than those of larger companies. The Board is committed to developing these further as the Company progresses towards full production and its workforce and contractor base grows.

Principle 3

“Seek to understand and meet shareholder needs and expectations.”

The Board recognises the importance of proactive and transparent communication with shareholders. The Company maintains dialogue with its shareholder base through a variety of channels, including:

Regular Regulatory Information Service (RNS) announcements, disclosing all material operational, financial and governance developments;

Annual Report and Financial Statements, published on the Company’s website at www.ironveld.com;

The Annual General Meeting (“AGM”), at which all shareholders are invited to attend, vote on resolutions and raise questions directly with the Board; and

Direct engagement with institutional and significant shareholders as appropriate, led by the Non-Executive Chair, John Wardle.

Shareholders wishing to contact the Board may do so via the Company’s registered address at Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, or through the Company Secretary, Orana Corporate LLP. Nick Harrison serves as Senior Independent Director and is available to shareholders who have concerns that have not been resolved through the normal channels of the Chair or Chief Executive.

The results of all votes at general meetings are announced through RNS and published on the Company’s website. The Board monitors voting outcomes and will engage with shareholders where a significant proportion of votes is cast against a resolution.section of this website.

Principle 4

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

The Board recognises that the long-term success of the Company depends on maintaining constructive and responsible relationships with a broad range of stakeholders. The Board’s key stakeholder groups and its approach to engagement are described below.

Employees and contractors: The Company has both permanent and temporary employees in South Africa, where it is committed to fair employment practices, safe working conditions and investment in training. Links have been developed with local educational institutions. In the United Kingdom, the only individuals engaged are the Directors.

Communities: The Group operates in the Limpopo Province of South Africa and seeks to maintain positive relationships with local communities and regional government bodies through responsible operational practices.

Regulators and government: The Group is subject to South African mining law and regulatory oversight and engages proactively with relevant authorities to maintain compliance with all licence and operational requirements.

Commercial partners: The Company maintains responsible and transparent commercial relationships with its contractors and strategic partners, as evidenced by the post-period agreements with Daemaneng Minerals.

Environmental and social matters are considered as part of the Board’s risk management process. The Board acknowledges that, as a company in the development phase, its formal ESG reporting framework is not yet fully developed. This is an area the Board intends to advance as the Company transitions into full production.

The Directors’ statement under section 172 of the Companies Act 2006, which describes how the Board has had regard to the interests of employees and other stakeholders in its principal decisions during the year, is set out in the Directors’ Report within the Annual Report.

Principle 5

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

The Board takes primary responsibility for identifying, evaluating and managing the principal risks facing the Group. The Board’s overall risk appetite is conservative: it seeks to minimise operational, financial and regulatory risk whilst accepting a measured level of exploration and development risk inherent in its stage of business. The key risks identified for the year ended 30 June 2025 include: operational risks associated with mining and processing activities; the availability of finance ahead of cash generation; governance and regulatory compliance; health and safety; commodity price risk; inflationary cost pressures; and political and country risk associated with the South African operating environment.

The Board and subsidiary boards maintain close day-to-day involvement in all of the Group’s activities. This enables effective monitoring of the risk environment and the application of specialist expertise on a timely basis. The Audit Committee, chaired by Nick Harrison, reviews the effectiveness of the Group’s internal controls, financial reporting and risk management processes on behalf of the Board. Given the Company’s size and stage of development, there is no dedicated internal audit function; this position is reviewed annually by the Audit Committee, which has concluded that it remains appropriate not to establish one at this stage.

Moore Kingston Smith LLP was appointed as the Company’s external auditor during the year ended 30 June 2025, following a formal tender process replacing Crowe U.K. LLP. The Audit Committee has confirmed that Moore Kingston Smith LLP performed only statutory audit services during the year and that its independence and objectivity were maintained throughout.

The Board notes that the financial statements for the year ended 30 June 2025 contain a material uncertainty in respect of going concern, as disclosed in Note 2.2 to the accounts. Whilst the Directors are satisfied that there is a reasonable basis on which to prepare the financial statements on a going concern basis — having regard in particular to the post-period agreement with Daemaneng Minerals and the Company’s track record of fundraising — shareholders are encouraged to review the going concern disclosure in the Annual Report in full.

Principle 6

“Establish and maintain the Board as a well-functioning, balanced team led by the Chair.”

Board Composition

The Board comprises the Non-Executive Chair, two Executive Directors and one Non-Executive Director. The Directors currently serving are:

John Wardle – Non-Executive Chair

Kris Andersson – Chief Executive Officer

Peter Cox – Technical Director

Nick Harrison – Non-Executive Director (Senior Independent Director)

Biographical details of each Director are available here.

The Board is not dominated by any one individual or group. Ultimate responsibility for the quality and effectiveness of the Board lies with the Chair. All Directors are encouraged to exercise independent judgement and to challenge matters, whether strategic, operational or financial. The Board receives regular updates from the management team and retains access to independent professional advice where needed.

The Board acknowledges that its composition does not fully meet the QCA Code’s recommendation that at least half of the board should comprise independent Non-Executive Directors. The Board considers, after careful review, that John Wardle and Nick Harrison each bring sufficiently independent perspectives and are able to exercise objective judgement in the interests of shareholders as a whole, notwithstanding their length of association with the Company. This position will be reviewed as the Company grows. Nick Harrison serves as Senior Independent Director and is available to shareholders whose concerns have not been resolved through the normal channels of the Chair or Chief Executive.

Conflicts of Interest

The Company has effective procedures in place to monitor and manage conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.

Diversity

The Board reflects on its levels of diversity, considering factors including gender, ethnicity, socio-economic background, nationality, educational attainment and age. The Board acknowledges that it currently lacks diversity in a number of respects, largely as a consequence of the limited pool of suitably qualified candidates willing and able to serve on the board of a small development-stage company. The Board is committed to prioritising diversity considerations in future appointments and will consider setting measurable objectives in this area as the Company’s governance framework matures.

Board Committees

The Board has established three committees to support its governance responsibilities. Brief summaries are set out below. The full terms of reference for each committee are available here.

Audit Committee — chaired by Nick Harrison, with John Wardle as the other member. The Committee is responsible for monitoring the integrity of the Group’s financial statements, reviewing the effectiveness of internal controls and risk management processes, overseeing the relationship with the external auditor, and reviewing auditor independence. The Committee met once during the year ended 30 June 2025.

Remuneration Committee — chaired by Nick Harrison, with John Wardle as the other member. The Committee is responsible for determining and reviewing the remuneration and terms of engagement of Executive Directors and senior employees. The Committee met once during the year ended 30 June 2025.

Nomination Committee — comprising all Directors. The Committee is responsible for reviewing the structure, size and composition of the Board, including succession planning, and for recommending new Director appointments. The Committee did not meet formally during the year ended 30 June 2025; Board composition matters were considered as part of the Board’s wider review processes.

Principle 7

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

The Board considers that the Company’s current governance structures are appropriate and proportionate to its size, complexity and stage of development, and will evolve in parallel with the Company’s growth. The governance framework is set out in the Company’s Articles of Association and the terms of reference of its Board committees (Audit, Remuneration and Nomination), which are described under Principle 6 above.

The Directors collectively bring relevant and complementary experience across mining and natural resources, technical geology, financial management, corporate finance, AIM regulatory requirements, and audit and risk management. Full biographical details, including each Director’s relevant experience and external appointments, are published on the Company’s website. All Directors receive a detailed induction on appointment, covering compliance, risk management, Board processes and corporate governance. Directors are encouraged to keep their skills and knowledge up to date and to take independent professional advice where needed.

The Company supplements the Board’s in-house expertise through its NOMAD (Cavendish Capital Markets Limited), Company Secretary (Orana Corporate LLP), legal advisers (Kuits Solicitors) and specialist operational and governance advisers in South Africa. These relationships ensure that the Board is appropriately supported in meeting its regulatory obligations and in managing the specific challenges associated with operating in South Africa.

The Board keeps its skills and knowledge base under review and will consider further specialist input, including in areas such as ESG and sustainability, as the Company develops.

Principle 8

“Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.”

The Board is committed to continuous improvement in its effectiveness and undertakes a performance evaluation at least annually. The Chair assesses the individual contributions of each Director to ensure their contribution is relevant and effective, that they remain committed, and — where applicable — that they have maintained their independence.

The current evaluation process is informal in nature, comprising individual discussions led by the Chair with each Director. The Board acknowledges that this process should be further developed and formalised, and intends to introduce a more structured evaluation framework, if resources allow, in the coming year, including clear objectives against which Board and individual Director performance can be measured.

The Nomination Committee is responsible for reviewing Board composition, including succession planning, and for recommending new Director appointments. Third-party search firms would be engaged where appropriate for senior appointments.

No externally facilitated Board review has been commissioned to date. The Board will keep this under review and will consider commissioning an external evaluation when resources permit and the Board considers it appropriate to do so.

Principle 9

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

The Remuneration Committee, chaired by Nick Harrison with John Wardle as the other member, is responsible for determining and reviewing the remuneration and terms of engagement of the Executive Directors and senior employees, including any share option or bonus arrangements. The remuneration of Non-Executive Directors is set by the Board as a whole.

The Committee’s remuneration policy aims to ensure that packages are competitive and structured to attract, retain and motivate executives of the right calibre, whilst remaining proportionate to the Company’s size, resources and stage of development. Remuneration is intended to align the interests of Directors with those of shareholders and to support long-term value creation consistent with the Company’s purpose and strategy. The Board does not currently operate a formal long-term incentive plan; the appropriateness of introducing share-based incentive arrangements will be considered by the Remuneration Committee as the Company’s commercial progress warrants it.

The Company has a small number of employees in the United Kingdom (the Directors) and a wider workforce in South Africa. The Remuneration Committee is mindful of the QCA Code’s expectation that the remuneration policy should be considered in the context of the wider workforce. Given the Company’s current size and structure, no formal pay ratio comparison is made; the Board will keep this under review.

Full details of Directors’ remuneration for the year ended 30 June 2025, including salaries and fees, are set out in the Directors’ Remuneration Report within the Annual Report. No pension contributions were paid to any Director during the year. The Board are considering putting the Remuneration Report to an advisory shareholder vote at the next AGM. The Remuneration Committee met once during the year.

Principle 10

“Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.”

The Board is committed to clear, timely and transparent communication with shareholders and other stakeholders. This corporate governance statement, together with the Annual Report and Financial Statements, forms the core of the Company’s governance communications. The Company maintains communication through the following channels:

Regulatory Information Service (RNS) announcements, published via the London Stock Exchange, covering all material operational, financial and governance developments;

Annual Report and Financial Statements, including the Corporate Governance Statement, Directors’ Remuneration Report and Audit Committee Report;

The Company’s website at www.ironveld.com, which has been updated concurrently with this statement and includes Board biographies, this governance statement, the Annual Report archive, and notices of general meetings;

The Annual General Meeting, at which all shareholders are invited to vote on resolutions, ask questions and engage directly with Directors;

Investor presentations and operational updates as appropriate.

The results of all shareholder votes at general meetings are announced via RNS and published on the Company’s website. Notices of general meetings held during the preceding five years are accessible on the website. Where a significant proportion of votes (20% or more of independent votes cast) is cast against any resolution, the Board will, on a timely basis, provide an explanation of the actions it intends to take in response.

The Board acknowledges that its investor relations activities are proportionate to the Company’s current size and stage of development. The Company intends to enhance its stakeholder communication programme as it transitions into full commercial production.

This statement was approved by the Board of Directors of Ironveld plc. It reflects the Company’s governance position as of 1st July 2026 and will be reviewed and updated on the Company’s website as the Company’s governance arrangements evolve.