Annual Financial Report

About this update from Neo Energy Metals Plc

[{"type":"text","content":"\n \n Neo Energy Metals plc / LSE: NEO, A2X: NEO / Market: Main Market of the London Stock Exchange \n   \n 4 December 2025 \n Neo Energy Metals plc \n ('Neo Energy' or 'the Company') \n   \n Results for the year ended 30 September 2024 \n Neo Energy, the near term, low-cost uranium developer, is pleased to announce the approval and publication of its audited annual results for the year ended 30 September 2024. \n The Annual Report and Financial Statements for the year ended 30 September 2024 are available on the Company's website at  https://www.neoenergymetals.com/ and will also be available shortly on the National Storage Mechanism website at:  https://data.fca.org.uk/#/nsm/nationalstoragemechanism . \n This announcement contains inside information for the purposes of the UK Market Abuse Regulation, and the Directors of the Company are responsible for the release of this announcement. \n ENDS \n About NEO Energy Metals Plc \n Neo Energy Metals plc is a uranium developer and mining company listed on the main market of the London Stock Exchange (LSE: NEO). \n The Company and its South African subsidiaries, namely Neo Uranium Resources Beisa Mine (Pty) Limited and Neo Uranium Resources South Africa (Pty) Ltd, have continued to strengthen the uranium portfolio through conditional agreements for the acquisitions of 100% interest in the Beisa North and Beisa South Uranium and Gold Projects and 100% interest in the Beatrix 4 mine and shaft complex, the processing plant complex and associated infrastructure in the Witwatersrand Basin, located in the Free State Province of South Africa. The combined projects' total SAMREC Code compliant resource base comprises 117 million pounds of U₃O₈ and over 5 million ounces of gold. \n Additionally, the Company holds up to a 70% stake in the Henkries Uranium Project, an advanced, low-cost mine located in South Africa's Northern Cape Province and a 100% interest in the Henkries South Uranium Project, extending the Henkries Project's strike length by 10km to a total of 46km of shallow paleo-channels proven to host uranium mineralisation through extensive drilling and feasibility studies backed by US$30 million in historic exploration and development expenditure. \n The Company is led by a proven board and management team with experience in uranium and mineral project development in Southern Africa. Neo Energy's strategy focuses on an accelerated development and production approach to generate cash flow from Henkries while planning for long-term exploration and portfolio growth in the highly prospective uranium district of Africa. \n The Company's shares are also listed on the A2X Markets (A2X: NEO), an independent South African stock exchange, to expand its investor base and facilitate strategic acquisitions of uranium projects, particularly within South Africa. \n For enquiries contact: \n \n \n \n \n KENYA \n \n \n SOUTH AFRICA \n \n \n \n \n Jason Brewer - Executive Chairman  \n [email protected] \n   \n \n \n Theo Botoulas - Chief Executive Officer \n [email protected] \n   \n \n \n \n \n Faith Kinyanjui - Investor Relations [email protected] \n   \n \n \n Michelle Krastanov - Corporate Advisor - AcaciaCap Advisors \n [email protected] \n Tel: +27 (0) 11 480 8500 \n \n \n \n \n \n \n \n James Duncan - Media Relations \n [email protected] \n Tel: +27 (0) 79 336 4010 \n \n \n \n \n   \n \n \n   \n CHAIRMAN'S STATEMENT \n   \n I am pleased to report a year of significant progress and strategic transformation for Neo Energy Metals PLC (the \"Company\" or \"NEO\") , both at the corporate and operational level in the United Kingdom and South Africa where several major milestones have been achieved. However, whilst I am pleased with this progress, it is disappointing that the Company's trading on the London Stock Exchange has been suspended for a prolonged period of time, subsequent to the year end. This is due to a delay in the resignation of the previous auditors and the appointment of the current auditors, in addition to the complexity surrounding the reverse acquisition as detailed in note 5. This is a lesson for all involved in the Company, and one that cannot be repeated. \n The main highlight over the period was the approval and publication of the Company's Prospectus by the Financial Conduct Authority (\"FCA\") in October 2023. \n The Prospectus set out the proposed acquisition of Mayflower Energy Metals Limited, which indirectly owned 50.1% of the share capital of Desert Star Trading 130 Proprietary Limited, the legal and beneficial owner of a uranium prospecting right NC30/5/1/1/2/11918 in the Northern Cape of the Republic of South Africa commonly known as the Henkries Uranium Project. \n The acquisition of Mayflower Energy Metals Limited provided the Company with the opportunity to secure an interest in a high-grade uranium project where independent geological consultants had identified the potential to increase ore resources through the evaluation of identified exploration targets close to existing resources, and to further advance the Henkries Uranium Project towards production within a short period of time.  \n I believed that by securing a majority interest in a uranium project such as the Henkries Uranium Project, that has been subject to extensive historical exploration activities, as well as a feasibility study, represents a significant opportunity for the Company's stakeholders to gain exposure to the uranium exploration and mining sector and to South Africa's mining sector. \n The acquisition of Mayflower Energy Metals Limited constituted a Reverse Takeover under the Listing Rules since, as in substance, it resulted in a fundamental change in its business. Accordingly, the acquisition of Mayflower Energy Metals Limited was subject to shareholder approval, which was received at a General Meeting held on 1 November 2023. At the General Meeting shareholders also approved the change of the Company's name from Stranger Holdings PLC to Neo Energy Metals PLC. \n On 9 November 2023, the Company successfully completed its readmission to trading on the Main Market of the London Stock Exchange following commitments received for a £4.9 million capital raise (gross of fees and costs) through a placing and subscription of shares at 0.75 pence and 1.25 pence per Ordinary Share. On 10 November 2023, the Company successfully raised a further £0.5 million through a fully subscribed private placement at 1.25 pence. \n The acquisition of an interest in the Henkries Uranium Project was intended to be the first phase of a strategy to establish a portfolio of advanced and producing uranium assets focussing on known and geologically proven energy metal bearing regions in Africa. \n I am very pleased to report that this strategy was successfully advanced further by the Board and Executive Management during the period, and subsequent to the end of this period, with the announcement of three conditional acquisition agreements entered into in respect to: \n   \n (i)    the Beisa North and Beisa South Uranium and Gold Projects on 13 August 2024; \n (ii)   the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, the processing plant complex and associated infrastructure on 9 December 2024; and \n (iii)  the Henkries South Uranium Project on 14 October 2024, all of which are located in South Africa. \n These conditional acquisition agreements are firmly in line with the Company's strategy and I am of the opinion that they are going to be transformational for the Company. \n Specifically, these conditional acquisition agreements included: \n Beisa North and Beisa South Uranium and Gold Projects: \n § Agreement signed with Sunshine Mineral Reserve (Pty) Limited; \n § Contains one of the largest undeveloped uranium resources in South Africa; \n § Located in the Witwatersrand Basin, South Africa's primary producing uranium region with over 70 years of continuous uranium production; \n § Comprises two granted Prospecting Rights, which extend over an area of approximately 80 km 2 and are located immediately north and south of the previous producing high-grade Beisa Uranium Mine and existing Beatrix 4 Shaft, processing plant and associated infrastructure; and \n § Contain SAMREC Code compliant Total Inferred Resources of 90.24 Mlbs of U₃O₈ and 4.17 Mozs of gold. \n Beisa Uranium and Gold Mine and Beatrix 4 Complex: \n § Agreement signed with Sibanye-Stillwater Limited; \n § Sibanye-Stillwater to become the Company's largest shareholder with up to an approximate 40% shareholding; \n § Sibanye-Stillwater to have the right to appoint an initial two representatives to the Company's Board and have the right to a pro rata right of first refusal in respect of any proposed new issuance by the Company of new shares to ensure it maintains its strategic shareholding in the Company; \n § The Beisa Uranium and Gold Mine is situated between, and adjoins, the Beisa North and Beisa South Uranium Projects; \n § Operations commenced at the Beisa Uranium and Gold Mine in the early 1980s and both uranium and gold were produced from the Beatrix 4 Shaft Complex and adjoining processing facilities up until the facilities being placed on care and maintenance in late 2023; \n § The Beatrix 4 Shaft Complex is fully permitted, with all licences, permits and authorisations to be transferred to the Company's operating subsidiary ahead of operations recommencing; and \n § Contain SAMREC Code compliant measured and indicated resources of 26.9Mlbs of U₃O₈ and 1.2Mozs of gold. \n Henkries South Uranium Project: \n § Agreement signed with  Eagle Uranium SA (Pty) Ltd;  \n § Located immediately south of and is contiguous to the Company's existing Henkries Uranium Project; \n § Comprises one granted Prospecting Licence that extends over approximately 1,050km 2 ; \n § More than doubles the Company's strategic landholding in the uranium prospective region from 742km 2 to almost 1,800km 2 ; and \n § Contains multiple radioactive anomalies and given the extent of these radiometric anomalies, these targets are expected to add significantly to the resource potential at the Henkries Uranium Project as further future resource drilling and metallurgical test work is completed. \n Over the past year, shareholders have seen a significant change in the Company's Board and Executive Management, and we have further strengthened our corporate and technical capabilities, as a result of both the acquisition of Mayflower Energy Metals Limited and following the announcements for the three conditional acquisition agreements. There were several key appointments made during the period and subsequent to the year end. On 9 November 2023, Sean Heathcote was appointed as Chief Executive Officer, and myself, Jackline Muchai and Bongani Raziya as Non-Executive Chairman and Non-Executive Directors respectively. The Company also appointed Andrew Searle as Chief Financial Officer. \n Subsequent to the year end, it was agreed that I would assume more executive management responsibilities from 25 March 2024, given the material increase in the Company's activities, and my broad mining and mining finance experience here in Africa. We also announced that Theo Botoulas would assume the Chief Executive Officer role in South Africa, with Sean Heathcote assuming the role of an Executive Technical Director. \n Given that our key assets are all located in South Africa, it was considered important for the Company to have a presence in the country's capital and financial markets and therefore a secondary listing of the Company's securities was completed on 27 February 2024, on A2X Markets, an independent stock exchange based in South Africa. Subsequent to year end on 30 June 2025, the Company also announced that it would pursue a further secondary listing of the Company's securities on the JSE Limited, a Johannesburg based Stock Exchange. \n We have also appointed a number of corporate and strategic advisors, consultants and service providers in South Africa and in the United Kingdom. In June 2024, AcaciaCap Advisors Proprietary Limited (\"AcaciaCap Advisors\") were appointed as corporate advisors to assist with the Company's proposed new uranium mine purchases and advanced project acquisitions in South Africa and were later appointed to assist with the secondary listing on the JSE Limited. \n In the United Kingdom, we also announced the appointment of  Bacchus Capital Advisers Limited on 16 January 2025, as our strategic and financial advisor and shortly after, on 30 January 2025, announced the appointment of Shore Capital Stockbrokers Limited as our corporate broker.  \n On 11 July 2025, Light Consulting Proprietary Limited were appointed to provide company secretarial services in South Africa, James Duncan of JMDwrite, was appointed as the Company's media and investor communications advisor and South African based Utshalo, was also appointed to assist us in broadening our investor and shareholder base in South Africa. We also announced on 11 July 2025, the appointment of CMC Markets UK Plc, trading as CMC CapX (\"CMC\"), as the Company's joint broker in the United Kingdom. \n During the year and subsequent to year end, we have continued to make further progress in respect to the three conditional acquisition agreements, and this has included: \n § the Company's subsidiary Neo Uranium Resources Beisa Mine (Pty) Ltd, entering into an agreement with South African mining company, Siyakhula Sonke Empowerment Corporation (Pty) Ltd, as part of the Company's commitment to advancing Broad-Based Black Economic Empowerment in South Africa and receiving notification from Sibanye-Stillwater Limited that regulatory applications had been formally submitted to the Department of Mineral Resources and Energy in South Africa, in respect to approvals required under Section 11 and Section 102 of the Minerals and Petroleum Resources Development Act of 2002 for the proposed acquisition of the Beisa Uranium and Gold Mine; \n § the National Nuclear Regulator (\"NNR\") of South Africa awarding the Company a Certificate of Registration (COR-302) for the Henkries Uranium Project; \n § receipt of final approvals from the South African Reserve Bank for a foreign inter-company shareholder loan facility of ZAR1.2 billion to be provided by the Company to its South African subsidiaries; and \n § receiving further confirmation from Sibanye-Stillwater Limited that the South African Reserve Bank had also provided their approval to hold shares in the Company as part of the proposed transaction to acquire the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex , enabling the commencement of exploration and sampling. NEO also undertook comprehensive personnel training to ensure the health and safety of its workforce and local communities. An updated Order of Magnitude Capex and Opex study conducted by Erudite Strategies confirmed the Henkries Project as a low-cost development project with robust economic fundamentals. \n I believe the progress achieved over the past year has positioned the Company on a clear path towards achieving its strategic goals and placing it in a strong position to deliver sustainable value for all stakeholders. \n On behalf of the Board, I would like to thank my fellow Directors, our shareholders, advisors, and many team members, for their continued commitment and support. I would also like to thank Sibanye-Stillwater Limited and all our key stakeholders in South Africa and the United Kingdom for their support, particularly given the prolonged period of suspension in the Company's securities from trading. I believe this Company has a tremendous opportunity to advance its uranium and gold strategy in South Africa and I look forward to playing my part and supporting our key management in delivering on that strategy. \n   \n Jason Brewer \n Executive Chairman \n   \n STRATEGIC REPORT \n This report outlines the significant milestones, operational progress, and strategic developments achieved during this transformative period, setting the foundation for future growth in the uranium sector. \n Results for the Year Ended 30 September 2024 \n The period under review was pivotal for the Company, marked by a successful corporate restructuring, a fundamental change in its business , a new strategy, re-admission to trading on the London Stock Exchange and then followed by significant progress in advancing the Company's strategy to establish a portfolio of advanced and producing uranium projects located in known and geologically proven uranium regions in Africa . \n Reverse Takeover (\"RTO\") and Re-Admission to Trading \n Following the approval by the Financial Conduct Authority of a Prospectus issued by the Company on 5 October 2023, resolutions were passed by shareholders at a General Meeting held on 1 November 2023, approving a reverse takeover transaction by the Company of Mayflower Energy Metals Limited, which indirectly owned 50.1% of the share capital of Desert Star Trading 130 Proprietary Limited, the legal and beneficial owner of the Henkries Uranium Project. \n Shareholders further approved the change of the Company's name from Stranger Holdings PLC to Neo Energy Metals PLC. \n The Company was officially re-admitted to trading on the London Stock Exchange on 9 November 2023. \n Commitments Received for £4.9 Million Capital Raise \n The Company successfully completed its readmission to trading on the London Stock Exchange following commitments received for a £4.9 million capital raise (gross of fees and costs) through a placing and subscription of shares at 0.75 pence and 1.25 pence per Ordinary Share. \n On 10 November 2023, the Company successfully raised a further £0.5 million through a fully subscribed private placement at 1.25 pence. \n Strategic Direction \n The strategic direction of the Company changed as a result of the reverse takeover transaction and following the acquisition of a majority interest in the Henkries Uranium Project. \n The Company advanced this strategy further with agreements entered into during the year and post year end, for the conditional acquisition of the Beisa North and Beisa South Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, and the Henkries South Uranium Project, all located in South Africa. \n Strengthened Leadership Team \n The Company strengthened its management capabilities with several key appointments made on completion of the reverse takeover transaction and during and post the period. \n Jason Brewer was appointed Non-Executive Chairman, and subsequently assumed the role of Executive Chairman. Sean Heathcote was appointed as Chief Executive Officer, before assuming an Executive Technical Director role. Jackline Muchai, Bongani Raziya and Quinton van der Burgh were appointed as Non-Executive Directors, with the latter resigning post year end. \n Theo Botoulas was appointed as the Company's new Chief Executive Officer and is based in South Africa, and Andrew Searle was appointed as the Company's Chief Financial Officer . \n Secondary Listings in South Africa \n A secondary listing of the Company's shares was completed on A2X Markets, an independent stock exchange in South Africa on 27 February 2024. \n The Company also announced plans for a further secondary listing of the Company's shares on the Johannesburg Stock Exchange, which is expected to be completed in early 2026. \n Suspension of Trading \n The Company's shares were suspended from trading on the London Stock Exchange on 31 January 2025, as a result of a delay in the publication of the Company's annual report and financial statements for the year ended 30 September 2024. \n As at the date of this report the suspension in trading is still in place. \n Upon publication of the Company's annual report and accounts for the year ended 30 September 2024 and its interim accounts for the six-month period ended 31 March 2025, the Company will request that the current suspension from trading is lifted. \n Operational Highlights \n During this period, the Company progressed feasibility studies at the Henkries Uranium Project, where it secured rights to a majority interest following the acquisition of Mayflower Energy Metals Limited in November 2023. \n The Company further progressed its strategy of establishing a broader portfolio of advanced and producing uranium assets. During and post the period under review, the Company focused on execution, due diligence and satisfaction of key conditions of the conditional agreements entered into, to acquire the Beisa North and Beisa South Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, as well as the Henkries South Uranium Project. \n 1.            Henkries Uranium Project \n Resource Expansion \n Work commenced during the period under review on the planning of a resource expansion definition drilling programme. \n With less than 10% of the Prospecting Licence having been subject to previous exploration work, the Company is of the opinion that there is potential for both an increase in uranium resources and potential for major new uranium discoveries. \n This work was not completed during the period under review or post the period, as a result of the Company's technical management team's focus on activities associated with the conditional agreements to acquire the Beisa North and Beisa South Uranium and Gold Projects and the Beisa Uranium and Gold Mine. \n Sampling Work \n Un-assayed samples from historical drilling work were prepared for planned testing as part of the planned resource expansion definition drilling programme. \n Over 2,000 samples were collated and prepared for analyses. This work was not completed during the period under review or post the period, again as a result of the Company's technical management team's focus on activities associated with the conditional agreements to acquire the Beisa North and Beisa South Uranium and Gold Projects and the Beisa Uranium and Gold Mine. \n Feasibility Study Update \n The Company appointed South African based mining consultancy group Erudite Strategies (Pty) Limited to complete an independent update report of both the operating and capital cost estimates previously defined in the feasibility study completed on the Henkries Uranium Project by Anglo Operations Limited. \n The results of this work completed by Erudite Strategies (Pty) Limited confirmed that the Henkries Uranium Project: \n (i)      has forecast low operating and capital cost and overall robust project economics; \n (ii)     can be accelerated into production at a lower capital and operating cost compared to many of its peers; and \n (iii)    financial modelling of the detailed cost estimates has further confirmed its robust and attractive underlying economics. \n Key results included: \n (i)      annual average production of 567,000 lb U 3 O 8 ; \n (ii)     annual average sales revenue of US$51.0 million; \n (iii)    cash operating costs of US$36.8/lb; and \n (iv)    a NPV of US$106.6 million and an IRR of 43.4%. \n   \n Site Inspections \n An inspection of the Henkries Uranium Mine Project, by South Africa's National Nuclear Regulator, was completed post the period under review in December 2024. \n The inspection confirmed compliance with all applicable regulations and authorisations and was completed as part of continuous monitoring programmes and annual compliance assurance and event reporting systems. \n The inspection was undertaken in respect to Section 2.1 of Certificate of Registration 302 under section 22 of the South African National Nuclear Regulator Act, 1999 (Act No 47 of 1999). \n 2.            Conditional Acquisition Agreements \n   \n During and post the period under review, the Company focused on execution, due diligence and satisfaction of key conditions of three conditional agreements that it had entered into, to acquire, inter alia : \n § The Beisa North and Beisa South Uranium and Gold Projects, following an a greement signed with Sunshine Mineral Reserve (Pty) Limited; \n § The Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, and the Henkries South Uranium Project, following an agreement signed with Stillwater Sibanye Limited; and \n § The Henkries South Uranium Project, following an a greement signed with  Eagle Uranium SA (Pty) Ltd.  \n The acquisitions were subject to completion of technical, financial and legal due diligence, receipt of all applicable regulatory and shareholder approvals, as well as payment of cash and share based consideration to the vendors. \n The Company has confirmed that it completed its technical, financial and legal due diligence on the various acquisitions to its satisfaction, during and post the period under review and has, as at the date of this report, executed all necessary legal documentation in regards to the acquisitions. \n Receipt of regulatory approvals advanced during and post the end of the period under review, with a number of key approvals received in South Africa from the South African Reserve Bank. \n Approvals required from the Department of Mineral Resources and Energy in South Africa, under Section 11 and Section 102 of the Minerals and Petroleum Resources Development Act of 2002 remain outstanding as at the date of this report. \n Approvals required in the United Kingdom including a Rule 9 Waiver being obtained in accordance with the City Code on Takeovers and Mergers and shareholder approval at a forthcoming General Meeting of the Company, remain outstanding as at the date of this report. \n FINANCIAL REVIEW \n This financial review summarises the performance, financial position, and key movements for Neo Energy Metals PLC ('the Group') for the year ended 30 September 2024, with comparative figures for the prior period, the prior period being an eighteen month period. \n 1.    Results Overview \n   \n § Group loss after tax: £6.826 million (2023: £2.3k profit). \n § Net liabilities: £(0.30) million (2023: £(0.01) million). \n § Cash and cash equivalents: £2,585 (2023: £2,304). \n § Loss per share: 0.6 pence (2023: 0.00 pence). \n The current year's loss is primarily driven by non-cash accounting effects from the reverse takeover (RTO) and related one-off charges. The consolidated figures for the period ended 30 September 2023 are unaudited. \n 2. Consolidated Statement of Comprehensive Income (Summary) \n   \n \n \n \n \n Item (£) \n \n \n FY24 \n \n \n FY23 (18m) \n Unaudited \n \n \n \n \n Administrative (expenses) / income \n \n \n (2,018,319) \n \n \n 2,042 \n \n \n \n \n Reverse acquisition expense \n \n \n (6,115,898) \n \n \n - \n \n \n \n \n Finance costs \n \n \n (748) \n \n \n - \n \n \n \n \n Other income \n \n \n 1,308,036 \n \n \n - \n \n \n \n \n Finance income \n \n \n 959 \n \n \n 303 \n \n \n \n \n (Loss)/profit before tax \n \n \n (6,825,970) \n \n \n 2,345 \n \n \n \n \n Taxation \n \n \n - \n \n \n - \n \n \n \n \n (Loss)/profit after tax \n \n \n (6,825,970) \n \n \n 2,345 \n \n \n \n \n (Loss)/profit per share \n \n \n (0.6 pence) \n \n \n 0.0 pence \n \n \n \n \n Other income for the year included a £1.3 million gain from the settlement of a historical bond facility. This non-recurring gain arose from the release of a residual liability and reflects the successful restructuring of the Group's financing arrangements. \n During the year, the Group recognised a £6.12 million reverse acquisition expense arising from the application of IFRS 3 Business Combinations and IFRS 10 Consolidated Financial Statements in accounting for the reverse takeover of Neo Uranium Resources South Africa (Pty) Ltd. This represents the difference between the fair value of the equity instruments deemed to have been issued and the fair value of the net assets of the listed entity acquired. The charge has been classified as an exceptional, non-recurring item as it relates solely to the listing transaction and does not reflect the Group's underlying operating performance. \n 3. Consolidated Statement of Financial Position \n   \n \n \n \n \n Item (£) \n \n \n FY24 \n \n \n FY23 \n Unaudited \n \n \n \n \n Total assets \n \n \n 18,421,517 \n \n \n 479,117 \n \n \n \n \n Intangible assets \n \n \n 18,282,999 \n \n \n 466,928 \n \n \n \n \n Current liabilities \n \n \n (18,687,915) \n \n \n (490,416) \n \n \n \n \n Non-current liabilities \n \n \n (26,793) \n \n \n - \n \n \n \n \n Net liabilities \n \n \n (293,191) \n \n \n (11,299) \n \n \n \n \n Equity attributable to owners \n \n \n (277,020) \n \n \n (763) \n \n \n \n \n Non-controlling interests \n \n \n (16,171) \n \n \n (10,536) \n \n \n \n \n Intangible assets rose to £18.28 million, reflecting project acquisitions. The net liability position arises primarily due to the accounting treatment of the reverse acquisition. \n 4. Parent Company Statement of Financial Position \n   \n \n \n \n \n Item (£) \n \n \n FY24 \n \n \n FY23 \n \n \n \n \n Total assets \n \n \n 4,453,235 \n \n \n 489,695 \n \n \n \n \n Current liabilities \n \n \n (857,593) \n \n \n (3,900,881) \n \n \n \n \n Non-current liabilities \n \n \n (26,793) \n \n \n (24,540) \n \n \n \n \n Net assets/(liabilities) \n \n \n 3,568,849 \n \n \n (3,435,726) \n \n \n \n \n The parent company returned to positive equity of £3.57 million following the RTO-related capital reorganisation and share issues. The net cash position of the Company at the year end was £1,080 (2023: £77) and its external debt was substantially reduced to £28,715 (2023: £2,241,867) as a result of the RTO. \n 5. Cash Flow and Equity Movements \n   \n § Operating loss: £6.826 million 2023: £2.3k profit. \n § Equity activity: multiple share issues; share premium increased to £8.66 million. \n § Share-based payment charge: £5.55 million; Reverse acquisition reserve £2.32 million. \n § Closing equity reflects the complex share structure following the RTO and associated transactions. \n   \n 6. Conclusion \n   \n The results for year ended 30 September 2024 reflect the transformation of Neo Energy Metals PLC through the RTO process. \n Despite a headline accounting loss, the Group is well-positioned with substantial intangible assets, improved equity position at the parent level, and clear funding pathways. \n A notable financial highlight was a gain on the settlement of bonds, which positively impacted the financial position. Resolutions were passed by noteholders to redeem Series 2017-F2 Loan Notes by issuing shares in Neo Energy Metals PLC at 15p in the British pound, eliminating a cash liability of £2.017 million and a gain to the Company of £1.3 million. \n Amounts owing to several creditors and service providers were also converted to equity upon completion of the reverse takeover transaction of Mayflower Energy Metals Limited. \n Capital raised and committed during the period under review was applied to meet working capital costs of the Group in the United Kingdom and in South Africa. \n In South Africa, these working capital costs included expenses associated with exploration, feasibility study updates, site management and management costs of the Henkries Uranium Project. These costs also included expenses incurred by the Company in regard to the legal, technical and financial due diligence costs associated with the entering into of conditional agreements to acquire the Beisa North and Beisa South Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, and the Henkries South Uranium Project. \n The Company's future funding requirements comprise: \n § updated feasibility study costs, and mine development and capital expenditure requirements of the Henkries Uranium Project; \n § cash-based acquisition payments due to the vendors of the Beisa North and Beisa South Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, and the Henkries South Uranium Project; \n § mine re-development and capital expenditure requirements for re-commencing mining and processing activities at the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex; and \n § exploration and mine development costs at the Beisa North and Beisa South Uranium and Gold Projects and the Henkries South Uranium Project. \n During the period under review and post the period, the Company has appointed several leading independent investment and merchant banking groups, brokers and strategic corporate advisors to assist the Company in securing the necessary capital to meet its funding requirements. \n The Company has to date received strong support and indications of funding availability from these investment and merchant banking groups, brokers and strategic corporate advisors. \n The Company is confident of being able to secure its future funding requirements given the advanced nature of its underlying assets, the significant infrastructure, the size of the uranium and gold resources as determined by independent consultants and the strength in both the uranium and gold markets and interest from both equity and debt funders to support the Company in delivering on its strategy. \n 7. Outlook \n The Board of Directors have positioned the Company as a near-term uranium and gold producing company with the Henkries Uranium Project located in the Northern Cape Province of South Africa and the three conditional conditional agreements for the acquisition of the Beisa Uranium and Gold Mine and Beatrix 4 shaft complex, the processing plant complex and associated infrastructure and the Beisa North and Beisa South Uranium and Gold Projects all located in the Free State Province of South Africa. \n The Company is also currently the only listed pure uranium exploration and mine development company on the London Stock Exchange. \n The Board of Directors believe that the successful positioning of the Company in London's capital markets, provides the opportunity to raise the necessary capital in the current strong uranium and gold markets, and deliver on its strategy of establishing a broader portfolio of advanced and producing uranium assets. \n The Company's immediate focus is on: \n § Completing the acquisitions of the Beisa North and Beisa South Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, and the Henkries South Uranium Project; \n § Completing mine re-development studies for the re-start of mining and processing activities at the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex; \n § Completing mine development and capital expenditure studies for the commencement of construction activities at the Henkries Uranium Project; \n § Complete additional exploration studies at the Beisa North and Beisa South Uranium and Gold Projects and as part of the Company's broader consolidation into planned activities at the Beisa Uranium and Gold Mine; and \n   \n § Complete additional exploration studies at the Henkries South Uranium Project and as part of the Company's broader consolidation into planned activities at the Henkries Uranium Project. \n The combined Beisa Uranium and Gold Mine and Beisa North and Beisa South Uranium and Gold Projects have total SAMREC Code compliant resources of 117 million pounds of uranium and over 5.4 million ounces of gold -an in situ mineral value of US$30.4 billion based on current prevailing uranium and gold prices at 30 September 2025. \n The Company's strategic focuses is on an accelerated development and production approach to generate cash flow from the Beisa Uranium and Gold Mine, which has the necessary permits and approvals and infrastructure already, and from the Henkries Uranium Project where independent economic studies completed during the period confirmed the Project's robust and attractive underlying economics, and that it can be accelerated into production at a lower capital and operating cost compared to many of its peers. \n This 'brownfield' mine development strategy is considered a low-risk strategy by the Board and one that the Board believes is attractive to shareholders and new investors given the significant sunk capital and established infrastructure. \n The Company's focus is on brownfield uranium mine development, and accordingly: \n § Compared to greenfield projects, the Company is not required to sink major new mine shafts, as the existing mine shaft and related facilities are in place; \n § All the Company's current uranium projects and uranium and gold projects that are subject to the conditional acquisition agreements, benefit from significant sunk capital - sunk capital on infrastructure and mine development and sunk capital on feasibility studies and mine development studies; \n § This sunk capital has also been made by major global mining companies such as Anglo American PLC and Sibanye-Stillwater Limited, and is of a very high standard; The availability of pre-existing infrastructure reduces the need for major up-front capital outlays for shaft development, construction, and equipment procurement; \n § Consequently, overall project capital development costs are likely to be significantly lower than typically required; \n § This reduction in capital requirements supports the Company's potential to achieve near-term production capability and may influence interest from investors, lenders, and partners; and \n § The Company is now focused on establishing itself as being 'operational ready' for the mine development and operational activities ahead. This reflects the significant mine development studies that have been already completed on these planned mining operations, the Company's current mining and prospecting rights, identified gold and uranium reserves and resources, and the forecast accelerated time frames required to get into production enabled by the extensive existing infrastructure. \n Current uranium and gold market trends and dynamics also support the Company's plans to advance its assets through to production. The profitability of the Company's uranium and gold projects and the sentiment towards the Company from equity and debt investors, in regards to supporting its future fundraising activities, are heavily influenced by the prevailing uranium and gold commodity prices and market dynamics. \n Record gold prices in 2025 and increasing demand and prices for uranium have greatly improved the risk appetite by investors for uranium and gold-exposed mining companies. That backdrop provides a positive outlook for new mine developers in these sectors such as the Company. \n The Board of Directors look forward with confidence to a bright future for the Company and look forward to advancing its strategy in South Africa. \n 8. Going Concern \n These financial statements have been prepared on the assumption that the Company is a going concern. \n When assessing the foreseeable future, the Directors have reviewed a period of at least twelve months from the date of approval of this report. The Directors have prepared a cash flow forecast to 31 December 2027, which shows that the Company and Group will be unable to meet their liabilities as and when they fall due until further equity or debt funds are obtained. The Directors acknowledge the disclaimer of opinion in respect of going concern, included in the audit report, due to the factors detailed below, but consider that the Company and Group can continue to operate as a going concern. \n The acquisition of Mayflower Energy Metals Limited and the Reverse Takeover transaction provided the Company with the opportunity to raise new funds and commence its strategy of securing a majority interest in a mining project that provides the opportunity for the Company's stakeholders to gain exposure to the uranium exploration and mining sector and to South Africa's mining sector. This strategy has been further advanced during the period and post the period and the three conditional acquisition agreements provide the Company with additional projects and stakeholders that give the Directors increased confidence in the ability of the Company and Group to raise equity funding and to continue to operate as a going concern. \n This confidence is drawn from the underlying strength of the 'brownfield' uranium mine development strategy that the Directors are implementing which is considered a low-risk strategy and one that is attractive to shareholders and new investors given the significant sunk capital and established infrastructure and as such provides the necessary platform for the Company to continue to secure the necessary funding to continue to operate as a going concern until such time as the underlying projects are able to generate profits and positive cash flow from operations. . \n The position of such a significant and supportive shareholder and one with significant capital resources provides confidence in the Company's and Group's ability to raise any potential additional funding that it may need. Accordingly, the going concern basis has been adopted in preparing the financial statements. \n CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME \n   \n \n \n \n \n \n \n \n Note \n \n \n Year ended          30 September 2024 \n \n \n 18 month ended 30 September 2023   Unaudited \n \n \n \n \n \n \n \n \n \n \n £ \n \n \n £ \n \n \n \n \n Administrative (expenses)/income \n \n \n 8 \n \n \n (2,018,319) \n \n \n 2,042 \n \n \n \n \n Exceptional items  - reverse acquisition expense \n \n \n 5 \n \n \n (6,115,898) \n \n \n - \n \n \n \n \n Operating (loss)/profit before finance costs \n \n \n \n \n \n (8,134,217) \n \n \n 2,042 \n \n \n \n \n Finance costs \n \n \n 11 \n \n \n (748) \n \n \n - \n \n \n \n \n Other income \n \n \n 12 \n \n \n 1,308,036 \n \n \n - \n \n \n \n \n Finance income \n \n \n 11 \n \n \n 959 \n \n \n 303 \n \n \n \n \n (Loss)/profit before tax                  \n \n \n \n \n \n (6,825,970) \n \n \n 2,345 \n \n \n \n \n Taxation                                \n \n \n 13 \n \n \n - \n \n \n - \n \n \n \n \n (Loss)/profit after tax from continuing operations \n \n \n \n \n \n (6,825,970) \n \n \n 2,345 \n \n \n \n \n Total (loss)/profit for the year \n \n \n \n \n \n (6,825,970) \n \n \n 2,345 \n \n \n \n \n Total (loss)/profit attributable to: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Owners of the Parent Company \n \n \n \n \n \n (6,816,159) \n \n \n (374) \n \n \n \n \n Non-controlling interests \n \n \n \n \n \n (9,811) \n \n \n 2,719 \n \n \n \n \n \n \n \n \n \n \n (6,825,970) \n \n \n 2,345 \n \n \n \n \n Other comprehensive income \n Items that may be reclassified subsequently to profit and loss account: \n \n \n \n \n \n \n \n \n \n \n \n \n \n Exchange differences on translation of foreign operations \n \n \n \n \n \n (97,397) \n \n \n - \n \n \n \n \n Total other comprehensive income \n \n \n \n \n \n (6,923,367) \n \n \n 2,345 \n \n \n \n \n   \n Total comprehensive income for the period attributable to: \n \n \n \n \n \n   \n \n \n   \n \n \n \n \n Owners of the Parent Company \n \n \n \n \n \n (6,913,556) \n \n \n (374) \n \n \n \n \n Non controlling interests \n \n \n \n \n \n (9,811) \n \n \n 2,719 \n \n \n \n \n   \n \n \n \n \n \n (6,923,387) \n \n \n 2,345 \n \n \n \n \n   \n (Loss)/earnings per share - basic and diluted from continuing and total operations (pence) \n \n \n   \n 14 \n \n \n   \n (0.006) \n \n \n   \n 0.00 \n \n \n \n \n \nThe notes on pages 71 to 109 form part of these financial statements. \n   \n   \n CONSOLIDATED STATEMENT OF FINANCIAL POSITION \n \n \n \n \n \n   \n   \n \n \n   \n Note \n \n \n 30 September 2024 \n \n \n 30 September 2023       Unaudited \n \n \n \n \n ASSETS \n \n \n   \n \n \n £ \n \n \n £ \n \n \n \n \n Non-Current Assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n Intangible assets \n \n \n 16 \n \n \n 18,282,999 \n \n \n 466,928 \n \n \n \n \n Total non-current assets \n \n \n   \n \n \n 18,282,999 \n \n \n 466,928 \n \n \n \n \n Current Assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other receivables       \n \n \n 17 \n \n \n 135,933 \n \n \n 9,885 \n \n \n \n \n Cash and cash equivalents \n \n \n 18 \n \n \n 2,585 \n \n \n 2,304 \n \n \n \n \n Total current assets \n \n \n   \n \n \n 138,518 \n \n \n 12,189 \n \n \n \n \n Total assets \n \n \n   \n \n \n 18,421,517 \n \n \n 479,117 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n LIABILITIES \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Current Liabilities \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other payables \n \n \n 19 \n \n \n (18,198,248) \n \n \n (107,162) \n \n \n \n \n Loans from related parties \n \n \n 24 \n \n \n (487,745) \n \n \n (383,254) \n \n \n \n \n Borrowings \n \n \n 20 \n \n \n (1,922) \n \n \n - \n \n \n \n \n Total current liabilities \n \n \n   \n \n \n (18,687,915) \n \n \n (490,416) \n \n \n \n \n Non-current liabilities \n \n \n \n \n \n \n \n \n \n \n \n \n \n Borrowings \n \n \n 20 \n \n \n (26,793) \n \n \n - \n \n \n \n \n Total liabilities \n \n \n   \n \n \n (18,714,708) \n \n \n (490,416) \n \n \n \n \n Net liabilities \n \n \n   \n \n \n (293,191) \n \n \n (11,299) \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n EQUITY \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Share capital - Ordinary shares \n \n \n 22 \n \n \n 147,913 \n \n \n 145,770 \n \n \n \n \n Share capital - Deferred shares \n \n \n 22 \n \n \n 131,193 \n \n \n - \n \n \n \n \n Share premium \n \n \n 22 \n \n \n 8,661,623 \n \n \n 736,782 \n \n \n \n \n Merger reserve \n \n \n 22 \n \n \n 3,108,987 \n \n \n (882,552) \n \n \n \n \n Reverse acquisition reserve \n \n \n 5 \n \n \n (2,320,231) \n \n \n - \n \n \n \n \n Share options reserve \n \n \n 21 \n \n \n 25,153 \n \n \n - \n \n \n \n \n Translation reserve \n \n \n \n \n \n (99,617) \n \n \n (2,220) \n \n \n \n \n Retained earnings \n \n \n \n \n \n (9,932,041) \n \n \n 1,457 \n \n \n \n \n Capital and reserves attributable to owners of NEO Energy Metals PLC \n \n \n   \n \n \n (277,020) \n \n \n (763) \n \n \n \n \n Non-controlling interests \n \n \n \n \n \n (16,171) \n \n \n (10,536) \n \n \n \n \n Total Equity \n \n \n   \n \n \n (293,191) \n \n \n (11,299) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n The financial statements were approved by the Board and authorised for issue on 1 December 2025 and signed on its behalf by: \n   \n Jason Brewer \n Director \n Company Registration No. 09837001 \nThe notes on pages 71 to 109 form part of these financial statements. \n   \n PARENT COMPANY STATEMENT OF FINANCIAL POSITION \n \n \n \n \n \n   \n   \n \n \n   \n Note \n \n \n 30 September 2024 \n £ \n \n \n 30 September 2023 \n £ \n \n \n \n \n ASSETS \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Non-Current Assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n Investment in subsidiaries \n \n \n 15 \n \n \n 3,139,467 \n \n \n - \n \n \n \n \n Trade and other receivables       \n \n \n 17 \n \n \n 1,185,233 \n \n \n - \n \n \n \n \n Total non-current assets \n \n \n   \n \n \n 4,324,700 \n \n \n - \n \n \n \n \n Current Assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other receivables       \n \n \n 17 \n \n \n 127,455 \n \n \n 489,618 \n \n \n \n \n Cash and cash equivalents \n \n \n 18 \n \n \n 1,080 \n \n \n 77 \n \n \n \n \n Total current assets \n \n \n   \n \n \n 128,535 \n \n \n 489,695 \n \n \n \n \n Total assets \n \n \n   \n \n \n 4,453,235 \n \n \n 489,695 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n LIABILITIES \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Current Liabilities \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other payables \n \n \n 19 \n \n \n (481,265) \n \n \n (1,471,353) \n \n \n \n \n Loans from related parties \n \n \n 19/24 \n \n \n (374,406) \n \n \n (212,201) \n \n \n \n \n Borrowings \n \n \n 20 \n \n \n (1,922) \n \n \n (2,217,327) \n \n \n \n \n Total Current Liabilities \n \n \n   \n \n \n (857,593) \n \n \n (3,900,881) \n \n \n \n \n Non-current liabilities \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Borrowings \n \n \n 20 \n \n \n (26,793) \n \n \n (24,540) \n \n \n \n \n Total Liabilities \n \n \n   \n \n \n (884,386) \n \n \n (3,925,421) \n \n \n \n \n Net Assets/(liabilities) \n \n \n   \n \n \n 3,568,849 \n \n \n (3,435,726) \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n EQUITY \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Share capital - Ordinary shares \n \n \n 22 \n \n \n 147,913 \n \n \n 145,770 \n \n \n \n \n Share capital - Deferred shares \n \n \n 22 \n \n \n 131,193 \n \n \n - \n \n \n \n \n Share premium \n \n \n 22 \n \n \n 8,661,623 \n \n \n 736,782 \n \n \n \n \n Merger reserve \n \n \n \n \n \n 3,108,987 \n \n \n - \n \n \n \n \n Options reserve \n \n \n \n \n \n 25,153 \n \n \n - \n \n \n \n \n Retained earnings \n \n \n \n \n \n (8,506,020) \n \n \n (4,318,278) \n \n \n \n \n Total Equity \n \n \n   \n \n \n 3,568,849 \n \n \n (3,435,726) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 by choosing not to present its individual Statement of Comprehensive Income. \n The Parent Company's loss for the period from continuing operations was £1,619,407 (2023: £899,628). \n The financial statements were approved by the Board and authorised for issue on 1 December 2025 and signed on its behalf by: \n   \n Jason Brewer \n Director \n The notes on pages 71 to 109 form part of these financial statements. \n   \n CONSOLIDATED STATEMENT OF CASH FLOWS \n \n \n \n \n \n \n \n \n Year ended           30 September 2024 \n \n£ \n \n \n 18 months ended 30 September 2023       Unaudited \n £ \n \n \n \n \n Cash flows from operating activities \n \n \n   \n \n \n   \n \n \n \n \n Operating (loss)/profit - continuing operations \n \n \n (6,825,970) \n \n \n 2,345 \n \n \n \n \n Adjustments for: \n \n \n   \n \n \n   \n \n \n \n \n Write down of bonds \n \n \n (1,308,036) \n \n \n - \n \n \n \n \n Gain on cancellation of CLNs on issuance \n \n \n (19,506) \n \n \n - \n \n \n \n \n Interest income \n \n \n (959) \n \n \n - \n \n \n \n \n Finance costs \n \n \n 748 \n \n \n - \n \n \n \n \n Share-based payments \n \n \n              5,550,637 \n \n \n - \n \n \n \n \n Operating cash (outflows)/ inflows before working capital movements \n \n \n (2,603,086) \n \n \n 2,345 \n \n \n \n \n Increase in trade and other receivables \n \n \n (126,048) \n \n \n (93,559) \n \n \n \n \n (Decrease)/increase in trade and other payables \n \n \n (1,339,857) \n \n \n 93,518 \n \n \n \n \n Net cash (outflows)/inflows from operating activities \n \n \n (1,465,905) \n \n \n (41) \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Net cash flows from investing activities \n \n \n   \n \n \n   \n \n \n \n \n Interest Income \n \n \n 959 \n \n \n - \n \n \n \n \n Net cash inflows from investing activities \n \n \n 959 \n \n \n - \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash flows from financing activities \n \n \n \n \n \n \n \n \n \n \n Proceeds from issue of share capital \n \n \n 3,688,243 \n \n \n - \n \n \n \n \n Repayment of borrowings \n \n \n (4,873) \n \n \n - \n \n \n \n \n Finance costs \n \n \n (748) \n \n \n - \n \n \n \n \n Loans from related parties \n \n \n 483,088 \n \n \n - \n \n \n \n \n Net cash inflows from financing activities \n \n \n 4,165,710 \n \n \n - \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Net increase in cash and cash equivalents \n \n \n 97,678 \n \n \n 2,304 \n \n \n \n \n Cash and cash equivalents at the beginning of the period \n Exchange differences on cash and cash equivalents \n \n \n 2,304 \n   \n (97,397) \n \n \n - \n   \n - \n \n \n \n \n Cash and cash equivalents at the end of the period \n \n \n 2,585 \n \n \n 2,304 \n \n \n \n \n   \n The notes on pages 71 to 109 form part of these financial statements. \n   \n PARENT COMPANY STATEMENT OF CASH FLOWS \n \n \n \n \n \n \n \n \n Year ended          30 September 2024 \n £ \n \n \n 18 months ended 30 September 2023 \n £ \n \n \n \n \n Cash flows from operating activities \n \n \n   \n \n \n   \n \n \n \n \n Operating loss \n \n \n (1,619,407) \n \n \n (899,628) \n \n \n \n \n Adjustments for: \n \n \n   \n \n \n   \n \n \n \n \n Write down of bonds \n \n \n (1,308,036) \n \n \n - \n \n \n \n \n Share-based payments \n \n \n 25,153 \n \n \n - \n \n \n \n \n Gain on cancellation of CLNs on issuance \n \n \n (19,506) \n \n \n - \n \n \n \n \n Interest income \n \n \n (959) \n \n \n - \n \n \n \n \n Finance costs \n \n \n 198 \n \n \n (32,855) \n \n \n \n \n Operating cash outflows before working capital movements \n \n \n (2,922,557) \n \n \n (932,483) \n \n \n \n \n Increase in trade and other receivables \n \n \n (823,070) \n \n \n 11,229 \n \n \n \n \n (Decrease)/increase in trade and other payables \n \n \n (311,909) \n \n \n 941,387 \n \n \n \n \n Net cash (outflows)/inflows from operating activities \n \n \n (1,134,979) \n \n \n 952,616 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Net cash flows from investing activities \n \n \n   \n \n \n   \n \n \n \n \n Interest income \n \n \n 959 \n \n \n - \n \n \n \n \n Net cash inflows from investing activities \n \n \n 959 \n \n \n - \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash flows from financing activities \n \n \n \n \n \n \n \n \n \n \n Repayments of borrowings \n \n \n (4,873) \n \n \n (13,911) \n \n \n \n \n Finance costs \n \n \n (198) \n \n \n 32,855 \n \n \n \n \n Proceeds from issue of share capital \n \n \n 3,688,243 \n \n \n - \n \n \n \n \n Loans from related parties/(repayment of loans) \n \n \n 374,408 \n \n \n (39,000) \n \n \n \n \n Net cash inflows from financing activities \n \n \n 4,057,580 \n \n \n (20,056) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Net increase in cash and cash equivalents \n \n \n 1,003 \n \n \n 77 \n \n \n \n \n Cash and cash equivalents at the beginning of the period \n \n \n 77 \n \n \n - \n \n \n \n \n Cash and cash equivalents at the end of the period \n \n \n 1,080 \n \n \n 77 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n The notes on pages 71 to 109 form part of these financial statements. \n   \n CONSOLIDATED STATEMENT OF CHANGES IN EQUITY \n \n \n \n \n \n \n \n Share capital Ordinary shares \n \n \n Share capital Deferred shares \n \n \n Share premium \n   \n \n \n Merger reserve \n   \n \n \n RTO reserve \n   \n \n \n Share options reserve \n \n \n Translation reserve \n \n \n Retained earnings \n \n \n Total \n \n \n Non controlling interest \n \n \n   \n \n \n \n \n   \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n \n \n Balance at 31 March 2022 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (2,220) \n \n \n (888) \n \n \n (3,108) \n \n \n (10,536) \n \n \n (13,644) \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Loss for the period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 2,345 \n \n \n 2,345 \n \n \n - \n \n \n 2,345 \n \n \n \n \n Other comprehensive income \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Total comprehensive income for the period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 2,345 \n \n \n 2,345 \n \n \n - \n   \n \n \n 2,345 \n \n \n \n \n Recognition of PLC Equity \n \n \n 145,770 \n \n \n - \n \n \n 736,782 \n \n \n (882,552) \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Balance at 30 September 2023 (Unaudited) \n \n \n 145,770 \n \n \n - \n \n \n 736,782 \n \n \n (882,552) \n \n \n - \n \n \n - \n \n \n (2,220) \n \n \n 1,457 \n \n \n (763) \n \n \n (10,536) \n \n \n (11,299) \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Loss for period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (6,816,159) \n \n \n (6,816,159) \n \n \n ( 9,811) \n \n \n (6,825,970) \n \n \n \n \n FX movement \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (97,397) \n \n \n - \n \n \n (97,397) \n \n \n - \n \n \n (97,397) \n \n \n \n \n Other comprehensive income \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Total comprehensive income for the period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (97,397) \n \n \n ( 6,816,159 ) \n \n \n (6,913,556) \n \n \n (9,811) \n \n \n (6,923,367) \n \n \n \n \n Redesignation from ordinary to deferred shares \n \n \n (131,193) \n \n \n 131,193 \n \n \n - \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Recognition of plc equity at acquisition date \n \n \n - \n \n \n - \n \n \n - \n \n \n 882,552 \n \n \n (4,731,400) \n \n \n - \n \n \n - \n \n \n - \n \n \n (3,848,848) \n \n \n - \n \n \n (3,848,848) \n \n \n \n \n Issue of shares for acquisition of subsidiary \n \n \n 30,480 \n \n \n - \n \n \n - \n \n \n 3,108,987 \n \n \n (3,139,467) \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Issue of shares for placings \n \n \n 34,094 \n \n \n - \n \n \n 1,624,210 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,658,304 \n \n \n - \n \n \n 1,658,304 \n \n \n \n \n Issue of shares to settle debt \n \n \n 21,216 \n \n \n - \n \n \n 1,454,010 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,475,226 \n \n \n - \n \n \n 1,475,226 \n \n \n \n \n Issue of shares in lieu of fees \n \n \n 20,810 \n \n \n - \n \n \n 2,580,440 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 2,601,250 \n \n \n - \n \n \n 2,601,250 \n \n \n \n \n Issue of placing shares December 2023 \n \n \n 14,000 \n \n \n - \n \n \n 1,036,000 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,050,000 \n \n \n - \n \n \n 1,050,000 \n \n \n \n \n Issue of placing shares December 2023 \n \n \n 3,880 \n \n \n - \n \n \n 481,120 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 485,000 \n \n \n - \n \n \n 485,000 \n \n \n \n \n Issue of shares April 2024 \n \n \n 918 \n \n \n - \n \n \n 67,942 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 68,860 \n \n \n - \n \n \n 68,860 \n \n \n \n \n Issue of placing shares June 2024 \n \n \n 3,380 \n \n \n - \n \n \n 250,120 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 253,500 \n \n \n - \n \n \n 253,500 \n \n \n \n \n Issue of placing shares June 2024 \n \n \n 86 \n \n \n - \n \n \n 6,413 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 6,499 \n \n \n - \n \n \n 6,499 \n \n \n \n \n Issue of shares August 2024 \n \n \n 2,000 \n \n \n - \n \n \n 148,000 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 150,000 \n \n \n - \n \n \n 150,000 \n \n \n \n \n Issue of shares August 2024 \n \n \n 588 \n \n \n - \n \n \n 43,529 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 44,117 \n \n \n - \n \n \n 44,117 \n \n \n \n \n Issue of placing shares \n September 2024 \n \n \n 884 \n \n \n - \n \n \n 233,057 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 234,941 \n \n \n - \n \n \n 234,941 \n \n \n \n \n Cost of shares issued \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (2,568,335) \n \n \n (2,568,335) \n \n \n - \n \n \n (2,568,335) \n \n \n \n \n Share based payments \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n 5,550,636 \n \n \n 25,153 \n \n \n - \n \n \n - \n \n \n 5,575,789 \n \n \n - \n \n \n 5,575,789 \n \n \n \n \n Issue of warrants \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Decrease in equity holding of subsidiary \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (549,004) \n \n \n (549,004) \n \n \n 4,176 \n \n \n (544,828) \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Balance at 30 September 2024 \n \n \n 147,913 \n \n \n 131,193 \n \n \n 8,661,623 \n \n \n 3,108,987 \n \n \n (2,320,231) \n \n \n 25,153 \n \n \n (99,617) \n \n \n (9,932,041) \n \n \n (277,020) \n \n \n (16,171) \n \n \n (293,191) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n The notes on pages 71 to 109 form part of these financial statements. \n   \n PARENT COMPANY STATEMENT OF CHANGES IN EQUITY \n \n \n \n \n \n \n \n Share capital Ordinary shares \n \n \n Share capital Deferred shares \n \n \n Share premium reserve \n \n \n Merger reserve \n \n \n Share options reserve \n \n \n Retained earnings \n \n \n Total \n   \n   \n \n \n \n \n   \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n £ \n \n \n \n \n Balance at 31 March 2022 \n \n \n 145,770 \n \n \n - \n \n \n 736,782 \n \n \n - \n \n \n - \n \n \n (3,418,650) \n \n \n (2,536,098) \n \n \n \n \n Loss for the period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (899,628) \n \n \n (899,628) \n \n \n \n \n Total comprehensive income for the period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (899,628) \n \n \n (899,628) \n \n \n \n \n Balance at 30 September 2023 \n \n \n 145,770 \n \n \n - \n \n \n 736,782 \n \n \n - \n \n \n - \n \n \n (4,318,278) \n \n \n (3,435,726) \n \n \n \n \n Loss for period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (1,619,407) \n \n \n (1,619,407) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total comprehensive income for the period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (1,619,407) \n \n \n (1,619,407) \n \n \n \n \n Redesignation from ordinary to deferred shares \n \n \n (131,193) \n \n \n 131,193 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Issue of shares for acquisition of subsidiary \n \n \n 30,480 \n \n \n - \n \n \n - \n \n \n 3,108,987 \n \n \n - \n \n \n - \n \n \n 3,139,467 \n \n \n \n \n Issue of shares for placings \n \n \n 34,094 \n \n \n - \n \n \n 1,624,210 \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,658,304 \n \n \n \n \n Issue of shares to settle debt \n \n \n 21,216 \n \n \n - \n \n \n 1,454,010 \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,475,226 \n \n \n \n \n Issue of shares in lieu of fees \n \n \n 20,810 \n \n \n - \n \n \n 2,580,440 \n \n \n - \n \n \n - \n \n \n - \n \n \n 2,601,250 \n \n \n \n \n Issue of placing shares December 2023 \n \n \n 14,000 \n \n \n - \n \n \n 1,036,000 \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,050,000 \n \n \n \n \n Issue of placing shares December 2023 \n \n \n 3,880 \n \n \n - \n \n \n 481,120 \n \n \n - \n \n \n - \n \n \n - \n \n \n 485,000 \n \n \n \n \n Issue of shares April 2024 \n \n \n 918 \n \n \n - \n \n \n 67,942 \n \n \n - \n \n \n - \n \n \n - \n \n \n 68,860 \n \n \n \n \n Issue of placing shares June 2024 \n \n \n 3,380 \n \n \n - \n \n \n 250,120 \n \n \n - \n \n \n - \n \n \n - \n \n \n 253,500 \n \n \n \n \n Issue of placing shares June 2024 \n \n \n 86 \n \n \n - \n \n \n 6,413 \n \n \n - \n \n \n - \n \n \n - \n \n \n 6,499 \n \n \n \n \n Issue of shares August 2024 \n \n \n 2,000 \n \n \n - \n \n \n 148,000 \n \n \n - \n \n \n - \n \n \n - \n \n \n 150,000 \n \n \n \n \n Issue of shares August 2024 \n \n \n 588 \n \n \n - \n \n \n 43,529 \n \n \n - \n \n \n - \n \n \n - \n \n \n 44,117 \n \n \n \n \n Issue of placing shares September 2024 \n \n \n 1,884 \n \n \n - \n \n \n 233,057 \n \n \n - \n \n \n - \n \n \n - \n \n \n 234,941 \n \n \n \n \n Share based payments \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 25,153 \n \n \n - \n \n \n 25,153 \n \n \n \n \n Cost of shares issued \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (2,568,335) \n \n \n (2,568,335) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Balance at 30 September 2024 \n \n \n 147,913 \n \n \n 131,193 \n \n \n 8,661,623 \n \n \n 3,108,987 \n \n \n 25,153 \n \n \n (8,506,020) \n \n \n 3,568,849 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n The notes on pages 71 to 109 form part of these financial statements. \n   \n NOTES TO THE FINANCIAL STATEMENTS \n   \n 1.    General information   \n Neo Energy Metals PLC (formally Stranger Holdings PLC) ('the Company') following the RTO is now a Uranium / Yellowcake mining and exploration company incorporated in the United Kingdom. \n   \n The Company is limited by shares and was incorporated and registered in England and Wales on 22 October 2015 as a private limited company and re-registered as a public limited company on 14 November 2016. \n   \n 2        Accounting policies    \n 2.1    Basis of Accounting \n These financial statements of Neo Energy Metals PLC (formally Stranger Holdings PLC) have been prepared in accordance with UK adopted International Accounting Standards and in accordance with the Companies Act 2006. The financial statements have been prepared under the historical cost convention. \n The principal accounting policies adopted are set out below.  These policies have been consistently applied.  \n The preparation of financial statements in conformity with UK adopted International Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management's experience and knowledge of current events and actions, actual results may ultimately differ from these estimates. \n The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. \n The consolidated financial statements are presented in GBP, which is the functional currency of the Group, and all values are rounded to the nearest £1, except when otherwise indicated. \n a)     Going concern \n The consolidated financial statements have been prepared on a going concern basis. The Group's assets are not currently generating revenues and therefore the Group has incurred an operating loss of £8,134,217 (2023: £2,042 profit) in the period.  The Group has net liabilities of £293,191 (2023: £11,299) at 30 September 2024. The Directors have prepared a profit and cashflow forecast for the period ending 31 December 2026 which shows that an operating loss is forecast in the 12 months subsequent to the date of these financial statements, and that the Company and Group are unable to pay their liabilities in full without additional funding, The Group therefore will need to raise funding to provide additional working capital within the next 12 months to meet its liabilities as they fall due. \n The ability of the Group to meet its projected expenditure is dependent on these further equity injections and / or the raising of cash through bank loans or other debt instruments. The Directors acknowledge the disclaimer of opinion in respect of going concern, included in the audit report, but the Directors remain confident of raising finance and therefore, the Directors consider it appropriate to prepare the consolidated financial statements on a going concern basis. \n The consolidated financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern. \n b)    Reverse acquisition \n The accounting treatment of the reverse acquisition (see note 5), the comparatives for the 18 months ended 30 September 2023, as well as the Statement of Financial Position as at 30 September 2023, represent those of Neo Uranium Resources South Africa (Pty) Ltd (\"NURSA\"). The share capital and share premium balances are those of Neo Energy Metals PLC. The results for the year ended 30 September 2024, as well as the Statement of Financial Position as at 30 September 2024, represent those of NURSA for the whole period and those of Neo Energy Metals PLC from 9 November 2023 to 30 September 2024. Whilst reverse acquisition accounting is a departure from the standard consolidation practice under the Companies Act 2006 (the \"Act\") of the legal parent consolidating the legal subsidiary, its adoption is necessary for the financial statements to present a true and fair view as required by the Act. \n c)     New standards, amendments to standards and interpretations \n There were no new standards or interpretations impacting the Company and Group that have been adopted in the annual financial statements for the year ended 30 September 2024, and which have given rise to changes in the Company's and Group's accounting policies. \n 2.2   Basis of consolidation/Business Combination \n Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. \n The Group applies IFRS 3, the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. \n Acquisition-related costs are expensed as incurred in the consolidated financial statements and are accounted for as part of the cost of investment in the parent company financial statements.  \n Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity. \n Asset Acquisitions \n Acquisitions of mineral exploration licences through the acquisition of non-operational corporate structures that do not represent a business and therefore do not meet the definition of a business combination, are accounted for as the acquisition of an asset. \n The consideration for the asset is allocated to the assets based on their relative fair values at the date of acquisition. \n Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. \n 2.3   Financial assets and liabilities \n The Company classifies its financial assets at fair value through profit or loss or as loans and receivables and classifies its financial liabilities and other financial liabilities at amortised cost. Management determines the classification of its investments at initial recognition, A financial asset or liability is measured initially at fair value. At inception transaction costs that are directly attributable to the acquisition or issue, for an item not at fair value through profit or loss, is added to the fair value of the financial asset and deducted from the fair value of the financial liabilities. \n   \n Loans and receivables \n Loans and receivables are non-derivative financial assets with fixed or determined payments that are not quoted on an active market. They arise when the Company and Group provides money, goods or services directly to a debtor with no intention of trading the receivable. Loans are recognised when funds are advanced to the recipient. Loans and receivables are carried at amortised cost using the effective interest method (see below). \n   \n Other financial liabilities \n Other financial liabilities are non-derivative financial liabilities with fixed or determined payments. \n   \n Other financial liabilities are recognised when cash is received from a depositor. Other financial liabilities are carried at amortised cost using the effective interest method. The fair value of the other liabilities repayable on demand is assumed to be the amount payable on demand at the reporting date. \n   \n Derecognition \n Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the Group has transferred substantially all the risks and rewards of ownership. In transactions in which the Group neither retains nor transfers substantially all the risks and rewards of ownership of a financial asset and retains control over the asset, the Group continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset. There have not been any instances where assets have only been partly derecognised. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. \n   \n Amortised cost measurement \n The amortised cost of a financial asset or financial liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortisation using the effective interest method of any differences between the initial amount recognised and maturity amount, minus any reduction to impairment. \n   \n Fair value measurement \n Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date. The fair value of assets and liabilities in active markets are based on current bid and offer prices respectively. If the market is not active the Company establishes fair value by using other financial liabilities appropriate valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same for which market observable prices exist, net of present value and discounted cash flow analysis. \n 2.4   Cash and cash equivalents \n Cash and cash equivalents comprise cash at bank and in hand, and other short-term highly liquid investments with original maturities of three months or less. \n 2.5   Borrowings \n Borrowings are recognised initially at fair value, net of transactions costs incurred. \n Borrowings are subsequently carried at amortised cost: any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. \n Fees paid on the establishment of the loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. \n Borrowing costs \n All other borrowing costs are recognised in the profit or loss in the period in which they are incurred. \n 2.6   Equity instruments \n An equity instrument is any contract that evidences a residual interest in the assets of a Company after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received net of direct issue costs. \n The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Any bonus issues are also deducted from share premium. \n The reverse acquisition reserve was recognised during the formation of the Group when the legal acquiree was considered to be the accounting acquirer. As the accounting acquiree was not a business under IFRS 3, a part of the transaction was outside the scope of IFRS 3. This resulted in the recognition of a 'reverse acquisition reserve' on consolidation and is set out in more detail in note 5. \n The translation reserve policy is set out below in 2.8. \n Retained earnings include all current and prior period results as disclosed in the Statement of Comprehensive Income, less dividends paid to the owners of the Company. \n 2.7   Taxation \n Income tax expense represents the sum of the tax currently payable and deferred tax. \n The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. \n Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. \n Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. \n The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. \n Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. \n Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. \n On 23 May 2023, the International Accounting Standards Board (the \"Board\") issued International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12 which clarify that IAS 12 applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements Qualified Domestic Minimum Top-up Taxes. The Group has adopted these amendments. However, they are not yet applicable for the current reporting year as the Group's consolidated revenue is currently below the threshold of €750 million. \n 2.8   Foreign currency translation \n In preparing the financial statements of the Group entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. \n Exchange differences are recognised in profit or loss in the period in which they arise except for: \n •    exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; \n •    exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial instruments/hedge accounting); and \n •    exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment. \n For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate). \n 2.9   Share-based payments \n The Group issued warrants in the period which were accounted for as equity settled share based payment transactions with employees. The fair value of the employees services received in exchange for these warrants is recognised as an expense in the profit and loss account with a corresponding increase in equity in the Share-based payment reserve. As there are no vesting conditions for these warrants the expense was recognised immediately and will not be subsequently revisited. Fair value is determined using Black-Scholes option pricing models. \n The Group has also adopted an incentive plan to issue its management Performance Shares based on non-market based performance conditions. These are valued by management using the fair value of the equity instrument expected to be received and a judgement of the likelihood for these conditions to be met. At the end of each reporting period, the Group revises its estimate of the number of shares that are expected to be awarded. \n Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of the goods and services received. \n 2.10 Intangible assets \n Exploration and evaluation assets \n Intangible assets represent exploration and evaluation assets (IFRS 6 assets), being the cost of acquisition by the Group of rights, licences and know-how. Such expenditure requires the immediate write-off of exploration and development expenditure that the Directors do not consider to be supported by the existence of commercial reserves. \n All costs associated with mineral exploration and investments, are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads and these assets are not amortised until technical feasibility and commercial viability is established. If an exploration project is successful, the related expenditures will be transferred to \"mining assets\" and amortised over the estimated life of the commercial ore reserves on a unit of production basis. Where a licence is relinquished or a project abandoned, the related costs are written off. \n The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof. \n Exploration and evaluation assets shall no longer be classified as such when the technical feasibility and commercial viability of extracting mineral resources are demonstrable. When relevant, such assets shall be assessed for impairment, and any impairment loss recognised, before reclassification to \"Mine development\".  \n 2.11 Investments \n Investment in subsidiaries are measured at cost less impairment. \n 2.12 Other income (including bond and loan settlements) \n Other income comprises items that are not derived from the Group's principal revenue-generating activities. It includes incidental income streams such as investment income, foreign exchange gains, and gains arising from financing settlements. \n Gains or losses arising from the settlement, extinguishment, or derecognition of the Group's own bond or loan facilities are recognised in accordance with IFRS 9 Financial Instruments. When a bond or loan liability is settled, cancelled, or legally released, the difference between the carrying amount of the liability and the consideration paid is recognised immediately in profit or loss. Such gains are presented within \"Other income\" in the consolidated statement of profit or loss, unless material enough to warrant separate presentation. \n 2.13 Convertible loan notes \n The component parts of convertible loan notes issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements.  A conversion option that will be settled by the exchange of a fixed amount of cash or another financial assets for a fixed number of the Company's own equity instruments is an equity instrument. \n At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. \n The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to  the convertible loan note reserve. Where the conversion option remains unexercised at the maturity date of the convertible loan note, the balance recognised in equity will be transferred to retained earnings.  No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option. \n Transaction costs that relate to the issue of the convertible loan notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible loan notes using the effective interest method. \n 2.14 Net financing costs \n Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable funds invested, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognised in the income statement. \n Interest income is recognised in the income statement as it accrues, using the effective interest method. The interest expense component of finance lease payment is recognised in the income statement using the effective interest rate method. \n 2.15 Segmental reporting \n Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The Chief Operating Decision Maker (\"CODM\"), who are responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive Board of Directors. The Directors are of the opinion that the business of the Group is currently focused on two reportable geographical segments being the UK and South Africa. \n 2.16 Exceptional items \n Exceptional items are those that, in the judgement of the Directors, are material and non-recurring in nature, and are therefore disclosed separately within the consolidated statement of profit or loss to provide a clearer understanding of the Group's underlying performance. \n Exceptional items may include significant restructuring costs, acquisition-related expenses, impairment charges, or gains and losses arising from major transactions that are not expected to recur in the normal course of business. \n Reverse Acquisition Expense \n During the year, the Group completed a reverse acquisition of Neo Uranium Resources South Africa (Pty) Ltd. \n Under IFRS 3 paragraph B20-B27, the accounting acquirer recognises a listing expense (reverse acquisition expense) representing the difference between: \n ·      the fair value of the shares the legal subsidiary would have had to issue to acquire the listed entity, and \n ·      the fair value of the identifiable net assets of the listed entity. \n This non-cash expense does not represent a genuine outflow of resources but arises from the accounting presentation required under IFRS 3. \n Accordingly, the reverse acquisition expense of £6,115,898 has been presented as an exceptional item within the consolidated statement of comprehensive income. \n 3       Critical accounting estimates and judgments \n The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. \n Accounting treatment of the RTO \n Significant judgement is required when considering the accounting treatment of the RTO. The Directors have to consider key factors including determining the accounting acquirer and acquiree are and determining the fair value of the assets and liabilities being acquired in connection with the reverse takeover. \n Accounting for acquisitions and fair value \n Acquisitions are accounted for at fair value. The assessment of fair value is subjective and depends on a number of assumptions. These assumptions may include assessment of estimated resources, cost of bringing these resources to commercial production levels, discount rates, and the amount and timing of expected future cash flows from assets and liabilities. In addition, the selection of specific valuation methods for individual assets and liabilities requires judgment. \n The specific valuation methods applied will be driven by the nature of the asset or liability being assessed. The consideration given to a seller for the purchase of a business or a company is accounted for at its fair value. When the consideration given includes elements that are not cash, such as shares or options to acquire shares, the fair value of the consideration given is calculated by reference to the specific nature of the consideration given to the seller . \n Impairment of investments and loans to subsidiaries \n The Group and Company assess at each reporting date whether there is any objective evidence that investments of £3,139,467 and loans to subsidiaries of £1,185,233 are impaired.  To determine whether there is objective evidence of impairment, a considerable amount of estimation is required in assessing the ultimate realisation of these investments of £3,139,467 and non-current receivables of £1,185,233, including valuation, creditworthiness and future cashflows. As at the year end the Directors do not assess there to be any impairment of these amounts.  \n Share-based payments \n The Group issues shares and warrants to its employees, directors, investors and suppliers.  These are valued in accordance with IFRS 2 \"Share-based payments\" resulting in a charge of £25,153 (2023: £nil).  In calculating the related charge on issuing shares and warrants the Group uses a variety of estimates and judgements in respect of inputs used including share price volatility, risk free rate, and expected life.  Changes to these inputs may impact the related charge. \n Valuation of deferred consideration payable \n The Group has recorded a contingent consideration liability of £0.45m as at 30 September 2024 relating to the reverse acquisition of Neo Uranium Resources South Africa (Pty) Ltd. An estimate must be made when determining the value of contingent consideration to be recognised at each balance sheet date. Changes in assumptions could cause an increase, or reduction, in the amount of contingent consideration payable, with a resulting charge or credit in the consolidated income statement. \n Recoverable value of intangible assets \n The Group has intangible assets with a carrying value of £18,282,999 (2023: £466,928) at 30 September 2024. Costs capitalised in respect of the Group's mining assets are required to be assessed for impairment in accordance with IFRS 6. Such an estimate requires the Group to exercise judgement in respect of the indicators of impairment and also in respect of inputs used in the models which are used to support the carrying value of the assets. Such inputs include estimates of uranium and gold reserves, production profiles, uranium and gold price, capital expenditure, inflation rates, and pre-tax discount rates that reflect current market assessments of (a) the time value of money; and (b) the risks specific to the asset for which the future cash flow estimates have not been adjusted. The Directors concluded that there was no impairment as at 30 September 2024. \n 4       Financial risk management \n The Group's activities may expose it to some financial risks. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. \n a)             Liquidity risk \n Liquidity risk arises from the possibility that the Group and its subsidiaries might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. In addition to equity funding, additional borrowings have been secured to finance operations. The Group manages this risk by monitoring its financial resources and carefully plans its expenditure programmes. Financial liabilities of the Group comprise trade payables which mature in less than six months, convertible loan notes as referenced in note 20 and deferred consideration that is payable in shares. \n b)  &n...

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