Anglesey Mining PLC Annual Financial Report -4-


this general authority, other than in connection with the issue of shares 
pursuant to the company's employee share and incentive plans. 
 
The second part of the authority relates to the option agreement to acquire, 
indirectly, 51% of the enlarged share capital of Grangesberg Iron AB which was 
entered into in May 2014 and described in the strategic report on page 4. This 
amount would cover the potential issue of shares in the event that the company 
were to exercise its option and is in respect of shares with a nominal value 
of GBP300,000 (30,000,000 ordinary shares). The authority sought under 
resolution 13 will expire on 31 December 2015. The directors intend to seek 
renewal of this authority at future annual general meetings. 
 
The purpose of resolution 14 is to authorise the directors to allot new shares 
pursuant to the general authority given by resolution 13 in connection with a 
pre-emptive offer or offers to holders of other equity securities if required 
by the rights of those securities or as the board otherwise considers 
necessary, or otherwise up to an aggregate nominal amount of GBP401,500 
(40,150,000 ordinary shares). This aggregate nominal amount represents 
approximately 25% of the issued ordinary share capital of the company at 30 
July 2014. Whilst such authority is in excess of the 5% of existing issued 
ordinary share capital which is commonly accepted and recommended for larger 
listed companies, it will provide additional flexibility which the directors 
believe is in the best interests of the group in its present circumstances. 
The authority sought under resolution 14 will expire on 31 December 2015. The 
directors intend to seek renewal of this authority at future annual general 
meetings. 
 
Rights and obligations attaching to shares 
 
The rights and obligations attaching to the ordinary and deferred shares are 
set out in the Articles of Association. Details of the issued share capital 
are shown in note 21. Details of employee share schemes are set out in the 
Directors Remuneration Report and in note 22. 
 
Each ordinary share carries the right to one vote at general meetings of the 
company. Holders of deferred shares, which are of negligible value, are not 
entitled to attend, speak or vote at any general meeting of the company, nor 
are they entitled to receive notice of general meetings. 
 
Subject to the provisions of the Companies Act 2006, the rights attached to 
any class may be varied with the consent of the holders of three-quarters in 
nominal value of the issued shares of the class or with the sanction of an 
extraordinary resolution passed at a separate general meeting of the holders 
of the shares of the class. 
 
There are no restrictions on the transfer of the company's shares. 
 
Voting rights 
 
Votes may be exercised at general meetings in relation to the business being 
transacted either in person, by proxy or, in relation to corporate members, by 
corporate representative. The Articles provide that forms of proxy shall be 
submitted not less than 48 hours (excluding any part of a day that is not a 
working day) before the time appointed for holding the meeting or adjourned 
meeting. 
 
No member shall be entitled to vote at a general meeting or at a separate 
meeting of the holders of any class of shares in the capital of the company, 
either in person or by proxy, in respect of any share held by him unless all 
monies presently payable by him in respect of that share have been paid. 
Furthermore, no shareholder shall be entitled to attend or vote either 
personally or by proxy at a general meeting or at a separate meeting of the 
holders of that class of shares or on a poll if he has been served with a 
notice after failing to provide the company with information concerning 
interests in his shares required to be provided under the Companies Act 2006. 
 
Significant agreements and change of control 
 
There are no agreements between the company and its directors or employees 
that provide for compensation for loss of office or employment that may occur 
because of a takeover bid. The company's share plans contain provisions 
relating to a change of control. Outstanding awards and options would normally 
vest and become exercisable on a change of control, subject to the 
satisfaction of any performance conditions. 
 
Dividend 
 
The group has no revenues and the directors are unable to recommend a dividend 
(2013 - nil). 
 
Going concern 
 
The directors have considered the business activities of the group as well as 
its principal risks and uncertainties as set out in this report. When doing so 
they have carefully applied the guidance given in the Financial Reporting 
Council's document "Going concern and liquidity risk: Guidance for directors 
of UK companies 2009". Based on the group's cash flow forecasts and 
projections to December 2015, and after making due enquiry in the light of 
current and anticipated economic conditions, the directors consider that with 
ongoing support from its largest shareholder, Juno Limited, they have a 
reasonable expectation that the group has adequate resources to continue in 
operational existence for the foreseeable future. Accordingly the going 
concern basis continues to be adopted in the preparation of the financial 
statements. In the absence of support from Juno Limited the group could be 
dependent on the proceeds of share issues or other sources of funding. 
Development at the Parys project will be dependent on raising further funds 
from various sources. 
 
Greenhouse Gas emissions 
 
The group does not itself undertake any activities or processes which lead to 
the production of greenhouse gases. The extent to which its administrative and 
management functions result in greenhouse gas emissions is slight and the 
directors do not believe that any useful purpose would be served by attempting 
to quantify the amounts of these emissions. 
 
Post balance sheet events 
 
See note 30. 
 
Statement of directors' responsibilities 
 
The directors are responsible for preparing the annual report and the 
financial statements. The directors are required to prepare the financial 
statements for the group in accordance with International Financial Reporting 
Standards as adopted by the European Union ("IFRS") and have also elected to 
prepare financial statements for the company in accordance with IFRS. Company 
law requires the directors to prepare group and parent company financial 
statements for each financial year. Under that law they are required to the 
prepare the financial statements in accordance with IFRS, the Companies Act 
2006 and, in relation to the group financial statements, Article 4 of the IAS 
Regulation. 
 
Under company law the directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view of the state of 
affairs of the group and parent company financial statements and of their 
profit and loss for that period. 
 
In preparing the financial statements the directors are required to: 
 
select suitable accounting policies and then apply them consistently; 
 
make judgements and estimates that are reasonable and prudent; 
 
state that the financial statements comply with IFRSs as adopted by the 
European Union; and 
 
prepare the financial statements on the going concern basis unless it is 
inappropriate to presume that the group and the parent company will continue 
in business. 
 
The directors confirm that they consider the annual report and accounts, taken 
as a whole, is fair, balanced and understandable and provides the information 
necessary for shareholders to assess the company and group's performance, 
business model and strategy. 
 
The directors are responsible for keeping adequate accounting records that are 
sufficient to show and explain the parent company's transactions and disclose 
with reasonable accuracy at any time the financial position of the parent 
company and the group and enable them to ensure that the financial statements 
comply with the Companies Act 2006. They are also responsible for safeguarding 
the assets of the parent company and the group and hence for taking reasonable 
steps for the prevention and detection of fraud and other irregularities. 
 
Under applicable law and regulations the, the directors are also responsible 
for preparing a Strategic Report, Directors' Report, Remuneration Report and 
Corporate Governance Statement that comply with that law and those 
regulations. 
 
The directors are responsible for the maintenance and integrity of the group 
website. Legislation in the United Kingdom governing the preparation and 
dissemination of financial statements may differ from legislation in other 
jurisdictions. 
 
Each of the directors, whose names and functions are listed on the inside rear 
cover, confirm that, to the best of their knowledge: 
 
the group financial statements, which have been prepared in accordance with 
IFRSs as adopted by the EU, give a true and fair view of the assets, 
liabilities, financial position and loss of the group; and 
 
the Strategic and Directors' Reports include a fair review of the development 
and performance of the business and the position of the group, together with a 
description of the principal risks and uncertainties that it faces. 
 
Auditor 
 
Each of the directors in office at the date of approval of the annual report 
confirms that so far as they are aware there is no relevant audit information 
of which the company's auditor is unaware and that each director has taken all 
of the steps which they ought to have taken as a director in order to make 
themselves aware of that information and to establish that the company's 
auditor is aware of that information. This confirmation is given and should be 
interpreted in accordance with the provisions of s418 of the Companies Act 
2006. 
 
A resolution to reappoint Mazars LLP as auditor and to authorise the directors 
to fix their remuneration will be proposed at the annual general meeting. 
 
Approved by the board of directors and signed on its behalf 
 
Danesh Varma 
 
Company Secretary
Anglesey Mining (LSE:AYM)
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