Rule 26 Disclosures
The following information is disclosed in accordance with Rule 26 of the AIM Rules for Companies.
Country of Incorporation
Talisman Metals PLC is incorporated in Ireland. The Company is an AIM-quoted mineral exploration and development company.
As the Company is an Irish company and is subject to the Irish Companies Acts, the rights of shareholders may be different to the rights of shareholders in a UK incorporated company.
Capital Structure
The capital of the Company is made up of Ordinary Shares. The authorised share capital of the Company is 165,000,000 Ordinary Shares of €0.02 each, of which 64,174,918 Ordinary Shares were in issue as at 27 January 2026
The percentage of shares not in public hands is approximately 42.8%.
The table below sets out the interests of other shareholders who have made significant shareholder disclosures to the Company indicating holding of 3 percent or more as at 27 January 2026:
| Shareholder | No. of €0.02 Ordinary Shares | % of Issued Share Capital |
|---|---|---|
| Timothy McCutcheon | 6,679,613 | 10.4% |
So far as the Company is aware, the names of persons who, directly or indirectly, are interested in 3 percent or more of the issued share capital of the Company as at 28/01/2026 are as follows:
| Shareholder | No. of €0.02 Ordinary Shares | % of Issued Share Capital |
|---|---|---|
| Euroclear Nominees Limited | 22,637,953 | 35.3% |
| Aya Gold & Silver Inc. | 3,000,000 | 4.7% |
| Picko Trading Co Limited | 3,334,026 | 5.2% |
| National Settlement Depository | 3,298,738 | 5.1% |
| Cambrian Limited | 6,252,049 | 9.7% |
| Charterhouse Trustees Limited | 6,252,049 | 9.7% |
| Zakariae Mouhib | 2,925,610 | 4.6% |
| Mohamed Baoutoul | 2,925,610 | 4.6% |
There are no restrictions on the transfer of the shares of the Company. Talisman Metals PLC is subject to the Irish Takeover Panel Act 1997, Takeover Rules 2022 (“Takeover Rules”).
Financial Reports
Annual reports and half yearly reports of Talisman Metals PLC can be found here.
Regulatory Notifications
For a list of regulatory notifications and shareholder circulars published by Talisman Metals PLC click here.
Directors
For details of the Board of Directors of Talisman Metals PLC click here.
Board Committees
There are three Committees of the Board of Directors. The Company has the following Committees on Admission:
Audit Committee
The Board has established an audit committee with formally delegated duties and responsibilities. The audit committee will be chaired with effect from Admission by Jonathan Henry with Anastasia Levashova being the other member of the committee. The audit committee will meet at least three times a year and will be responsible for ensuring that the financial performance of the Enlarged Group is properly reported on and monitored, including by conducting reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies.
Remuneration Committee
The remuneration committee will be chaired with effect from Admission by Jonathan Henry with Thomas Garagan and Anastasia Levashova being the other members of the committee. It is expected to meet not less than two times a year. Directors may attend meetings at the committee’s invitation. The remuneration committee has responsibility for determining, within agreed terms of reference, the Enlarged Group’s policy on the remuneration of senior executives and specific remuneration packages for executive Directors, including pension rights and compensation payments. It is also responsible for selecting individuals to whom to make grants of awards under the Company’s Share Option Scheme. The remuneration of non-executive Directors is a matter for the Board. No Director may be involved in any discussions as to their own remuneration.
Nomination Committee
The nomination committee will be chaired with effect from Admission by Jonathan Henry with Timothy McCutcheon being the other member of the Committee. It is expected to meet not less than once a year. The nomination committee will assist the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It will also be responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The nomination committee will be responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement Directors and committee members and will make appropriate recommendations to the Board on such matters.
Corporate Governance
The Board adheres to the QCA Corporate Governance Code which sets out a standard of minimum best practice for small and mid-sized quoted companies, particularly AIM companies. The most recent review of the Company’s Corporate Governance Code was 30 December 2025.
Details of how the Company complies with the QCA Code, can be found here.
The Board comprises of at least two Directors. The Board meets regularly to discharge its responsibility to shareholders including to consider strategy, performance and the framework of internal controls, as well as review its own performance and composition as of 27 January 2026.
Advisers
Details of the Company’s corporate advisors and registrars can be found below.
- Nominated Adviser:Beaumont Cornish Limited5-10 Bolton Street, London W1J 8BA
- Nominated Broker:CMC Markets UK PLC133 Houndsditch, London, EC3A 7BX, UK
- Legal Adviser to the Company:BHSM LLP76 Baggot Street Lower, Dublin 2, D02 EK81, Ireland
- Auditor to the Company:Grant Thornton LLP24-26 City Quay, Dublin 2, D02 ED70, Ireland
- Principal Banker:Barclays Bank PLC1 Churchill Place, London, E14 5HP, UK
- Registrar:Computershare Investor Services (Ireland) Limited3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland
Memorandum & Articles
To view the Company’s Memorandum and Articles click here.
Admission Document/Recent Circulars
To view the Company’s Admission Document click here.