Final Results for the Year Ended 31 December 2025

About this update from Metals Exploration Plc

[{"type":"text","content":"\n \n \n \n \n \n Metals Exploration \n \n \n \n \n \n \n \n 3 rd Floor, \n \n \n \n \n 22a St James Square, London, SW1Y 4JH \n \n \n \n \n Email: [email protected] \n \n \n \n \n \n   \n \n   \n 22 May 2026 \n   \n METALS EXPLORATION PLC \n   \n Final Results for the Year Ended 31 December 2025 \n Metals Exploration plc (AIM: MTL) (the \"Company\" or the \"Group\"), a gold production, exploration and development company with assets in the Philippines and Nicaragua, announces its final audited results for the year ended 31 December 2025 (\"FY2025\" or the \"Period\"). \n The financial information set out in this announcement does not comprise the Group's statutory accounts for the years ended 31 December 2025 or 31 December 2024. The financial information has been extracted from the statutory accounts of the Group and the Company for the years ended 31 December 2025 and 31 December 2024. The auditors reported on those accounts; the 31 December 2025 and 31 December 2024 reports were unqualified and did not contain a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006. The statutory accounts for the year ended 31 December 2024 have been delivered to the Registrar of Companies, whereas those for the year ended 31 December 2025 will be delivered to the Registrar of Companies following the Company's annual general meeting. \n To access a full version of the 2025 annual report, please go to the Company website investor centre webpage: https://metalsexploration.com/investors/results-and-reports/ \n   \n ABOUT METALS EXPLORATION \n   \n GOLD PRODUCER, EXPLORER AND DEVELOPER \n Metals Exploration plc (\"Metals Exploration\", \"MTL\", the \"Company\", or the \"Group\") is a gold production, exploration and development company with assets in the Philippines and Nicaragua. In the Philippines it operates the Runruno gold mine located 250 kilometres north of Manila in the mineral rich Nueva Viscaya province, on Luzon island. In Nicaragua, the Company is developing the La India gold project, a two-hour drive north of Managua, the capital city. Further, the Group has a portfolio of exploration projects in both the Philippines and Nicaragua. \n   \n GROUP VISION & MISSION STATEMENT \n The Group's vision is to be the most admired mining company in the Philippines and Nicaragua. Our mission is to enhance the lives of our people and local communities through the responsible management of our natural resources, to build a multi-project business and to deliver performance that stakeholders are proud of. \n   \n Well-defined values embedded into the business processes and structures, along with consistent leadership actions and behaviours, provide the foundation for corporate culture and its subsequent success. As a responsible mining company, we ensure that our Group's core values reverberate across all aspects of our business and represent the way we do business. \n   \n GROUP VALUES \n The core corporate values of the Group, as identified by our employees are: \n   \n \n \n \n \n Prevent Harm \n Act Honestly \n Seek Excellence \n Acknowledge Success \n   \n \n \n Care and Respect \n Be Accountable \n Innovate \n Be Fearless \n \n \n \n \n GROUP GOLDEN RULES OF SAFETY \n At all Group locations the following Golden Rules of Safety are in place and reinforced regularly: \n   \n ·      1 - FIT FOR DUTY \nDo not carry out a task under the influence of alcohol and drugs and unless fit and able for duty \n   \n ·      2 - MOBILE EQUIPMENT Do not operate mobile equipment without being trained and authorised \n   \n ·      3 - WORKING AT HEIGHT Never work over 1.8 meters without being trained and certified \n   \n ·      4 - ISOLATION All equipment shall be isolated correctly with lock and tag before being worked on \n   \n ·      5 - SAFETY DEVICES Do not disable any safety protection system or safety devices \n   \n ·      6 - LIFTING OPERATIONS Never place any part of your body under a suspended load \n   \n ·      7 - CONFINED SPACES Do not enter a confined space unless trained and authorised \n   \n ·          8 - EXPLOSIVES \nNever handle explosives unless authorised \n   \n OPERATION AND FINANCIAL HIGHLIGHTS \n   \n \n \n \n \n FY2025 \n \n \n FY2024 \n \n \n CHANGE \n \n \n \n \n GOLD PRODUCTION (ounces) \n \n \n \n \n 65,287 oz \n \n \n 83,897 oz \n \n \n Down 22.2% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n AVERAGE GOLD RECOVERY (% of head grade) \n \n \n \n \n \n \n \n \n \n \n 88.4% \n \n \n 90.5% \n \n \n Down 2.3% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n LOST TIME INJURIES \n \n \n \n \n \n \n \n \n \n \n 1 \n \n \n Nil \n \n \n Up 1 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n SALES REVENUE (US$ millions) \n \n \n \n \n \n \n \n \n \n \n $208.4 \n \n \n $191.1 \n \n \n Up 9.1% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n OPERATING PROFIT (US$ millions) \n \n \n \n \n \n \n \n \n \n \n $61.6 \n \n \n $53.5 \n \n \n Up 15.1% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n ADJUSTED EBITDA (US$ millions) \n (EBITDA less other non-cash expenses - refer page 9) \n \n \n \n \n \n \n \n \n \n \n $125.9 \n \n \n $98.7 \n \n \n Up 27.6% \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n FREE CASH GENERATED FROM OPERATIONS (US$ millions) \n \n \n \n \n \n \n \n \n \n \n $115.3 \n \n \n $96.7 \n \n \n Up 19.2% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n NET DEBT (US$ millions) \n \n \n \n \n \n \n \n \n \n \n $Nil \n \n \n $6.8 \n \n \n Down 100% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n LA INDIA GOLD PROJECT CONSTRUCTION (% completion) \n \n \n \n \n \n \n \n \n \n \n 33% \n \n \n - \n \n \n N/a \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n LA INDIA GOLD PROJECT CONSTRUCTION EXPENDITURE (US$ millions) \n \n \n \n \n \n \n \n \n \n \n $72.6 \n \n \n - \n \n \n N/a \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n TOTAL PHILIPPINE GOVERNMENT TAXES & FEES (US$ millions) \n \n \n \n \n \n \n \n \n \n \n $22.4 \n \n \n $19.8 \n \n \n Up 13% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n TOTAL PHILIPPINE COMMUNITY PROGRAMME EXPENDITURE (US$ millions) \n \n \n   \n \n \n \n \n \n \n \n $2.0 \n \n \n $1.9 \n \n \n Up 5% \n \n \n \n \n   \n CHAIRMAN'S STATEMENT \n   \n Dear Shareholder, \n   \n The year ended 31 December 2025 represented a period of significant strategic progress for Metals Exploration, during which the Board remained focused on the continuation of strong cashflow generation from Runruno, and the fast-tracked construction and development of the La India gold project in Nicaragua. \n   \n Operations \n In FY2025, the Group achieved its strongest financial performance in history, with record gold revenue of US$208.4 million, resulting in record positive free cashflow of US$115.3 million. This performance was supported by the continued robust operational performance at Runruno, as well as the favourable gold price environment. \n   \n Production from Runruno was at the lower end of the revised FY2025 lower guidance, at 65,287 ounces. The reduction came as a result of production delays caused by a BIOX cyanide contamination issue during Q3 2025, and the impact of Super-typhoon Uwan in Q4 2025. Mining operations at Runruno are expected to be completed during H2 2026, with processing operations set to conclude at the end of FY2026. \n   \n In order to replace the cashflow generated by Runruno and continue the Group's growth trajectory, in January 2025, Metals Exploration completed the acquisition of Condor Gold plc (\"Condor\") and its 587 square kilometres (\"km 2 \") concession package in Nicaragua. Condor held key assets in the La India Gold Mining District, including the La India gold project. The rationale behind the acquisition was La India's attractive project economics and construction-ready status, providing the Group with a low capex-intensity, high-grade asset with proven scale and expected gold production of over 100,000 ounces per annum. \n   \n Following the completion of the acquisition, the Group's major priority during the Period was advancing the construction and development of La India ahead of first production, targeted for December 2026. The Group achieved significant progress in this domain during FY2025, across management, permitting, construction, and operational readiness, with project development at 33% complete at year-end, slightly ahead of schedule and within budget. \n   \n Noteworthy developments during the Period include the establishment of a strong in‑country leadership team through the recruitment of key Spanish‑speaking executives. Constructive relationships have also been built with government authorities and local communities, including the conclusion of an agreement on the process and compensation for the relocation of artisanal miners from the project area. Major capital items have been secured with the purchase of a fit‑for‑purpose gold processing and concentrating plant, and the project's growth potential has been strengthened by upgrading the plant design throughput from 1.4 million tonnes per annum (\"mtpa\") to 1.8 mtpa. On the ground, development has advanced well.  Bulk earthworks for the processing plant are now complete, the run-of-mine (\"ROM\") pad is finished and first ore has been stockpiled. Additionally, the construction of key infrastructure is progressing ahead of schedule, with camp and accommodation buildings already operational. \n   \n Development of the La India project has continued to progress post-Period end, with construction now approximately 50% complete and tracking ahead of schedule. Core activities, including bulk earthworks, process plant foundations and site infrastructure, are all progressing well. Key milestones achieved include the award of major installation contracts, commencement of tailings storage facility construction, and ongoing works on the 138-kilovolt substation in partnership with ENATREL, Nicaragua's national electricity transmission company. The Group also secured a 25 ‑ year renewal of the main mining concession, effective from January 2027. \n   \n To date, construction and development of La India has been entirely funded by free cash flow generated from Runruno, and this is expected to continue until first production. However, to avoid any delays to development or working capital constraints as a result of the timing of cash flows generated from Runruno, the Group has secured an undrawn US$30 million gold pre-pay facility. \n   \n Exploration \n In tandem with construction activities at La India, the Group has conducted exploration work to delineate the upside potential that the project provides. To date, the Group has completed over 16,000 metres of drilling, with the focus on step-out drilling from planned mining areas and exploration drilling at the Cacao deposit. Currently, two drill rigs are operating at the La India Project, with one rig dedicated to extension drilling adjacent to the planned mining areas and the other dedicated to exploration at high priority targets. \n   \n Post-Period end in April 2026, the Group was granted four additional highly prospective exploration concessions adjacent to the La India Project, covering a combined area of 64,400 hectares. Within these concessions, four high priority targets have been identified. \n   \n The Group continued to progress its exploration projects in the Philippines during FY2025. At Dupax, following the grant of the exploration licence in August 2025, initial geophysical surveys and limited drilling were undertaken. The Group has concluded that an economic resource would not be able to be defined in time to support the conversion of the Runruno process plant to process Dupax ore. Consequently, no further short-term exploration at Dupax is planned and alternative options for repurposing the Runruno plant are being evaluated. At the Abra project, drilling was deferred during FY2025 pending completion of mandated consultations with local indigenous communities. These discussions are continuing, and the Group is targeting commencement of an initial drill programme in the later part of 2026. \n   \n Health, Safety and Sustainability \n Maintaining a safe working environment remains a key focus for Metals Exploration. After more than eight years without a lost-time injury (\"LTI\"), an incident at Runruno on 30 March 2025 resulted in an employee sustaining burns and requiring hospital treatment. The employee has since returned to work following a full recovery, and the Group has not experienced any further LTIs since that date. \n   \n The Group also maintains its strong commitment to transparency and sustainability, publishing an annual sustainability report, currently focused on its Philippine operations. In April 2026, the Group released its 2025 sustainability report prepared in accordance with the Global Reporting Initiative (GRI) Standards, providing stakeholders with a comprehensive overview of sustainability performance, governance practices, and climate-related risks. While this level of reporting is not yet applicable to the La India project in Nicaragua, given that construction is ongoing, the Group intends to implement appropriate protocols to ensure comparable sustainability reporting once commercial production begins. \n   \n Outlook \n FY2025 marked an excellent year for the Group, both in terms of cashflow generation from Runruno, and the successful acquisition of, and construction and development progress made at, La India. The Group entered 2026 debt free, with significant cash in the bank from operations at Runruno, and a clear path to production at La India, set for December 2026. \n   \n The Group has revised its FY2026 gold production guidance for Runruno to 40,000 - 48,000 ounces, reflecting BIOX circuit disruption from ore toxicity in Stages 5 and 6, a geological model downgrade following grade control drilling, and the impact of historical illegal small scale mining activity on recoverable ounces. Despite these challenges and the reduction in production, the Company expects to generate similar free cash flow during FY2026 to that generated during FY2025 to continue to fund the development of La India. \n   \n The Board eagerly anticipates the commencement of gold production at La India and looks forward to development updates throughout the course of FY2026, ahead of the first gold pour in December 2026. \n   \n In addition, the Group will continue to undertake exploration activities across its portfolio in the Philippines and Nicaragua and will continue to evaluate further growth and M&A opportunities. \n   \n On behalf of the Board, I would like to thank the management team and our teams in the Philippines and Nicaragua for their hard work in FY2025. I would also like to thank our stakeholders and shareholders for their continued support. We look forward to seeing the Group's success continue in FY2026. \n   \n Steven Smith \n Non-Executive Chairman                  \n   \n 21 May 2026 \n   \n CHIEF EXECUTIVE OFFICER'S STRATEGIC REPORT \n   \n Metals Exploration is pleased to report on another excellent year with record gold sales revenue and notable progress having been made in the construction and development of the La India gold project in Nicaragua. Gold production for the year was at the lower end of the revised annual gold production guidance at 65,287 ounces. Gold production in H2 2025 was impacted by the cyanide contamination of the BIOX circuit in Q3 2025 and the power loss due to damage from Super-typhoon Uwan in Q4 2025. \n   \n Of great significance was the acquisition of 100% of Condor Gold plc and its Nicaraguan gold assets (which completed in January 2025), being the Company's first acquisition outside of the Philippines. This acquisition is the first step in transforming the Group into a multi-project company. The Group's continued robust business fundamentals will provide a strong platform from which to advance the development of the Nicaraguan gold assets with the aim to have the La India project pour its first gold doré prior to the end of gold production from the Runruno mining licence area. Since year-end the Group has expanded and strengthen its foothold in Nicaragua with both the renewal of the main La India mining concession and the award of four new La India adjacent concessions. \n   \n Most importantly, the Group continues to create a net-positive impact for its stakeholders and local communities. Our environmental, sustainability and social programmes continue to be of a very high standard, ensuring the Company continues to be accountable, transparent, and responsible in its corporate purpose. \n   \n SAFETY AND HEALTH \n Safety remains at the core of the Group's business. Unfortunately, on 30 March 2025, the Group suffered its first LTI since December 2016, when an employee suffered burns that required hospital treatment. This employee made a full recovery and returned to work in Q2 2025. The Group has not suffered a further LTI. \n   \n A safe working culture is actively promoted by dedicated occupational safety and health personnel and is embraced across the Group and by all departments. All staff recognise their individual responsibilities for their own safety and the safety of others. \n   \n All employees and contractors are to be congratulated on the Group's outstanding performance in this area. \n   \n CORPORATE \n Financial Year 2025 (\"FY2025\") Overview \n Operational profit was US$61.6 million (FY2024: US$53.5 million) following gold production for FY2025 of 65,287 ounces, lower than FY2024's production of 83,897 ounces. As forecast, the average head grade dropped to 1.21 grammes per tonne (\"g/t\") in FY2025 compared to 1.34 g/t in FY2024. The gold production was achieved with average gold recovery of 88.4%, down from 90.5% in FY2024, having been impacted by both a cyanide contamination in Q3 2025 and the processing of a large amount of lower recovery transitional material. \n   \n The all-in-sustaining-cost (\"AISC\") for FY2025 was US$1,368 per ounce (\"/oz\") (FY2024: US$1,135 /oz), which was above the FY2025 AISC guidance of US$1,325 per ounce due to the lower ounces sold. \n   \n During FY2025, the rising gold price resulted in an average sales price of US$3,154 /oz (FY2024: US$2,312 /oz). The average sales price achieved for FY2025 was negatively impacted by the 15,800 ounces of historical gold price hedges that were filled during the year at an average gold price of US$2,223 /oz. \n   \n Total sales during FY2025 were US$208.4 million (FY2024: US$191.1 million), generating free cash from operations of US$115.3 million (FY2024: US$96.7 million). \n   \n Financial Performance \n Despite some production setbacks in H2 2025, operations during FY2025 produced a strong financial outcome for the Group. Set out below is a reconciliation of Consolidated Operating Profit to an alternate non-IFRS compliant performance measure that management believes provides a better measure of the Group's performance for the year: \n   \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n \n \n \n US$'000s \n \n \n   \n \n \n US$'000s \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Operating profit before income tax \n \n \n 45,120 \n \n \n \n \n \n 34,640 \n \n \n \n \n Add back: \n \n \n \n \n \n \n \n \n \n \n \n \n \n Interest \n \n \n 849 \n \n \n \n \n \n 1,739 \n \n \n \n \n Depreciation and amortisation \n \n \n 59,254 \n \n \n \n \n \n 53,274 \n \n \n \n \n EBITDA \n \n \n 105,223 \n \n \n \n \n \n 89,653 \n \n \n \n \n Add back: \n \n \n \n \n \n \n \n \n \n \n \n \n \n Impairment (reversal)/ expense, net* \n \n \n (909) \n \n \n   \n \n \n 9,065 \n \n \n \n \n Share-based payment expense** \n \n \n 21,622 \n \n \n   \n \n \n 705 \n \n \n \n \n EBITDA, impairments and share-based payments \n \n \n 125,936 \n \n \n \n \n \n 99,423 \n \n \n \n \n   \n * Impairment reversals, net \n The net impairment (reversal)/charge relates to: \n   \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n   \n \n \n US$'000s \n \n \n   \n \n \n US$'000s \n \n \n \n \n Receivables (note 8a) \n \n \n (800) \n \n \n \n \n \n 5,908 \n \n \n \n \n Exploration \n \n \n 1,362 \n \n \n \n \n \n 874 \n \n \n \n \n Inventory \n \n \n 674 \n \n \n \n \n \n 2,283 \n \n \n \n \n Property, plant and equipment (note 8a) \n \n \n (2,145) \n \n \n \n \n \n - \n \n \n \n \n Net impairment (reversal)/charge \n \n \n (909) \n \n \n \n \n \n 9,065 \n \n \n \n \n   \n ** Share-based payment expense \n The increase in the share-based payment expense relates mainly to the issue of the Company's long-term incentive programme (\"LTIP\") options in February and June 2025. As previously noted, the implementation of the LTIP had been delayed for several years due to various disputes with the Group's debt providers. Following satisfaction of vesting hurdles during the Period, approximately 70% of the LTIP options were exercised. This has resulted in bringing to account the full share-based payment expense relating to the exercised options in FY2025, rather than having this expense spread over the life of the options. \n   \n Group Debt \n As at year end the Group was debt free. \n On 28 November 2024, MTL entered into a bridging loan agreement with its second largest shareholder, Drachs Investments No. 3 Limited (\"Drachs\"), whereby Drachs provided a £5,500,000 loan (the \"Loan\") to be utilised in connection with the acquisition of Condor. The Loan principal and interest was repaid in March 2025 by a transfer of 94,127,854 new ordinary shares from Treasury at a price of 6p per share. \n PHILIPPINES - RUNRUNO MINE \n Mining Operations \n Total material moved during FY2025 was above forecast at 10.7 million tonnes (\"Mt\") (FY2024: 11.3Mt). \n Mining operations during FY2025 were conducted in Stages 4, 5 and 6. Unfortunately, mining operations in Stage 5 and 6 encountered significantly more voids from illegal mining activities than had been expected. In-pit backfilling of prior stages continued, thereby reducing closure and environmental restoration costs upon the eventual closure of the mine. Based on the current mine schedule it is expected that mining of ore will be completed during H2 2026. \n Given the approaching end of mine life at Runruno, there has been no calculation of an updated ore reserve statement for the Runruno mine. Total material movements forecast for FY2026 are 10.0Mt with 1.0Mt of ore expected to be mined. Operations in FY2026 will mainly be conducted in Stages 5 and 6, where limited resource definition drilling has been conducted. Ongoing grade control drilling will determine the final amount of ore to be mined from these stages. Unfortunately, these resource definition activities are continuing to discover previously unmapped voids from illegal mining activity. \n All relevant permits for operations remain in place for the Runruno mine. \n Process Plant \n During Q3 2025, gold processing was paused following a cyanide contamination which impacted the BIOX circuit. This contamination required all BIOX tanks to be emptied and cleaned before the tanks could be refilled with new material and return the gold-in-circuit balance to normal levels. \n   \n The prime source of the contamination was identified as being residual cyanide material found in several illegal miners' tunnels in Stages 5 and 6 of the mine. This contamination resulted in an approximate six-week deferral of ore processing at Runruno while the cause of the contamination was investigated, and to allow new ore process monitoring and production procedures to be implemented. \n   \n Ore from these areas will be stockpiled separately for eventual production towards the end of processing operations at Runruno, after the BIOX circuit has been decommissioned. This event led to a change in the mining schedule in Q4 2025. \n   \n A further approximately seven day pause in processing operations occurred in November 2025, due to the loss of mains power to site as a result of damage to the National power grid caused by Super-typhoon Uwan. Production was paused while repairs to the power grid were conducted in various parts of the Nueva Viscaya province. Back-up generators ensured no loss of BIOX bacteria. \n   \n Apart from the above issues, the plant performance in FY2025 was satisfactory. During FY2025, the Group achieved an overall gold recovery of 88.4%, down from 90.5% in FY2024. The drop in recovery rates is mainly a result of the cyanide contamination issue, a lower head grade and the processing of a larger amount of transitional material (lower recovery material) during the year. \n   \n Total gold produced in FY2025 was 65,287 ounces compared to 83,897 ounces in FY2024, with the reduction in ounces produced reflecting the issues noted above. \n   \n Processing operations are expected to continue through to the end of FY2026, however it is not expected that any significant production will occur at Runruno during FY2027. \n Additional unplanned downtime during FY2025 resulted mainly from tails line failures and repairs to the SAG mill girth gear, conveyor belts and return water line. \n As at year end, in order to comply with IAS 36 - Impairment of Assets, there remains a US$47.9 million impairment charge against the Runruno property, plant and equipment assets, giving a net book value of these assets approximately US$46 million. An impairment reversal US$2.1 million was made in 2025 due to the ceiling imposed by application of IAS 36. However, the directors consider the true value of these assets could be significantly higher than this and an alternate use for these assets either in the Philippines or elsewhere is being investigated. \n   \n Residual Storage Impoundment \n The Group's tailings products are delivered to a residual storage impoundment (\"RSI\") structure that has been designed and is being constructed to international standards that relate to water storage dams. The standard to which the RSI is being constructed far exceeds international standards that apply to traditional mining tailings dam structures. \n A final lift to the RSI is expected to be completed in Q2 2026, while construction of the in-rock final spillway is expected to be completed in H2 2026. This final in-rock spillway will ensure the RSI has the capacity to cope with a 'Probable Maximum Flood' event. \n The RSI remains in compliance with local guidelines and local development requirements. \n The performance of the RSI is continuously monitored by independent consulting engineers. \n   \n Government and Industry Awards \n During Q4 2025, the Group was awarded the following Philippine Government awards: \n ·     Presidential Mineral Industry Environmental Award (PMIEA) in the Surface Mining Operation Category 2025, awarded for the fourth consecutive year. \n ·     Best Safety Inspector in Plant Category. \n In addition, the Company once again represented the Philippines at the ASEAN Mineral Awards, winning a 1st Runner up Mineral Processing Award. \n These awards are given to mining companies in recognition of outstanding levels of dedication, initiatives and innovations in the pursuit of excellence in environmental protection, health & safety management and social/community development. Winning the Presidential award is the highest Government mining award attainable in the Philippines. \n PHILIPPINES - EXPLORATION PROJECTS \n Dupax \n Upon grant of the Dupax exploration licence in August 2025, the Company undertook an Induced Polarisation (\"IP\") ground geophysics survey designed to assist in developing a 2,500 metre initial drill programme. The results of the first drill programme indicated that the target ore zone is deeper than expected, requiring significantly more drilling before an economic resource can be outlined. As a result, the Company has concluded that an economic resource at Dupax will not be able to be defined within a period such that the Runruno process plant can be converted to process Dupax ore. As a result, other options to re-purpose the Runruno plant are being considered. No further exploration work at Dupax is planned in the short-term. \n   \n Abra \n The Abra tenement covers 16,200 hectares on Luzon, Philippines, approximately 200km north of the Company's Runruno mine, in the Cordillera region, which is a prolific gold belt in the Philippines, with proven mineral endowment, having produced over 40 million ounces (\"Moz\") of gold historically. \n To date, the Company has undertaken project mapping, geochemistry and geophysical surveys, while consulting extensively with the local communities. These activities have outlined three key highly prospective copper-gold porphyry targets, Manikbel, Donenglay and Boliney. \n   \n No drilling activities were undertaken in FY2025 due to ongoing government required consultations with the numerous local indigenous communities, facilitated by the National Commission for Indigenous Peoples. These consultations are advancing and the Company hopes to be able to commence its initial drill programme on the Abra tenement later in H2 2026. \n   \n The primary prospect, Manikbel, shows a strong correlation between copper (\"Cu\") with encouraging assay results from rock samples (for example up to 3.5% Cu from several primary outcrops) centered on a magnetic low, with a historical drill result for a 120-metre drill hole showing an average grade of 1.1% Cu open at depth. This geophysical and geochemical alignment is a significant indicator of a potential porphyry copper deposit. The presence of these anomalies, combined with mapped porphyry-type intrusives and hydrothermal alterations, underscores the high potential for a major porphyry copper system in this area. The system accounting for the geochemistry overlaying the geophysics is of a significant scale measuring 2.5km by 1.5km. \n   \n NICARAGUA \n Condor Gold plc Acquisition \n In January 2025, the Company completed the acquisition of 100% of the issued and to be issued share capital of Condor. Refer to note 14 for more information on the acquisition. The Condor group of companies held an extensive tenement package, including the construction ready La India gold project, in the La India region, approximately two hours drive from the Nicaraguan capital city, Managua. \n   \n La India Gold Project Construction and Development \n Since taking control of Condor, Metals Exploration has embarked on an aggressive fast track programme of developing the La India project, with the aim to achieve an initial gold pour in December 2026. As at year end, the development of the La India project was slightly ahead of schedule at 33% complete and within the current budget. Key milestones achieved in FY2025 included: \n   \n ·     The recruitment of key Spanish speaking executives to join the Nicaraguan in-country management team, including the General Manager, VP Sustainability and Project Director - Construction. \n ·     Establishing relationships with key government and community representatives. \n ·     Agreeing the process and compensation to relocate all local artisanal miners from the La India project area. \n ·     Purchasing a fit for purpose second hand gold ore processing and concentrating plant (including crushers, conveyors, grinding ball mill, gravity circuit, smelting equipment and laboratory), including all component and construction drawings. \n ·     The processing plant throughput capacity design has been upgraded to 1.8 mtpa from 1.4 mtpa, in anticipation of future growth opportunities. \n ·     Completion of b ulk earthworks for the processing plant and technical services area. \n ·     The ROM pad is complete, and the first ore has commenced stockpiling. \n ·     Construction of key infrastructure is continuing to progress ahead of schedule; with several camp accommodation buildings completed and operational. \n La India Gold Reserves Statement \n As part of the takeover of Condor, Metals Exploration has committed to a minimum of 40,000 metres of drilling over an initial five year period, from April 2025. Additional resources discovered from this initial drilling may result in further takeover consideration being paid to Condor shareholders (refer to note 14 for further details). The gold resources held by Condor at the time of the takeover were based upon a gold resource statement issued in a technical report dated October 2022 as follows. \n   \n \n \n \n \n Category \n \n \n Cut-off \n \n \n Tonnes (kt) \n \n \n Au Grade (g/t) \n \n \n Total oz contained gold Au (koz) \n \n \n \n \n Indicated \n \n \n 0.5g/t (OP) \n \n \n 206 \n \n \n 9.9 \n \n \n 66 \n \n \n \n \n 0.65g/t (OP) \n \n \n 8,487 \n \n \n 3 \n \n \n 827 \n \n \n \n \n 2.0g/t (UG) \n \n \n 979 \n \n \n 6.2 \n \n \n 194 \n \n \n \n \n Subtotal Indicated: \n \n \n 9,672 \n \n \n 3.5 \n \n \n 1,088 \n \n \n \n \n Inferred \n \n \n 0.5g/t (OP) \n \n \n 1,939 \n \n \n 3.3 \n \n \n 208 \n \n \n \n \n 0.65g/t (OP) \n \n \n 1,087 \n \n \n 2.4 \n \n \n 84 \n \n \n \n \n 2.0g/t (UG) \n \n \n 5,616 \n \n \n 5 \n \n \n 898 \n \n \n \n \n Subtotal Inferred: \n \n \n 8,642 \n \n \n 4.3 \n \n \n 1,190 \n \n \n \n \n Total Indicated and Inferred \n \n \n 2,278 \n \n \n \n \n   \n The level of drilling undertaken to date by the Company has not warranted a new gold resource statement to be issued. It is expected that the Company will issue an updated gold resource statement during H2 2026. \n   \n Tenement Holdings \n At the time of acquisition Condor held a portfolio of concessions in three locations of Nicaragua that covered an area of 648.66 km 2 . The main La India concession consists of 587.66 km 2 . Since year-end the Company has secured a 25-year renewal of the La India concession. In addition, post year-end the Company was awarded four new concessions adjacent to the La India project area. Refer to the Company's announcement dated 10 April 2026. \n   \n La India exploration \n After acquiring the La India Project, the Company mobilised a drill rig to the La India site on 23 April 2025. In the Period to year-end, the Company completed a total of 8,931 metres of drilling. To date, the Company's focus has been on step-out out drilling from planned mining areas and exploration drilling at Cacao. A second drill rig was mobilised to site in Q3 2025 to accelerate drilling activity. The two drill rigs continue to operate at the La Inda Project, with one rig dedicated to extensional drilling adjacent to the planned mining areas and the other dedicated to exploration at high priority targets. \n The Company's own on-site laboratory will become fully operational by the end of Q2 2026. Until then, assay samples needed to be dispatched to Canada for processing requiring a long turn-around time A summary of the best drill intersections to date are: \n ·     Drilling at La India South Underground intersected high-grade mineralisation: \n o  Drillhole LIGT612 intersected 31.18 metres at 4.37 g/t gold (\"Au\") from 181.6 metres to 212.8 metres including 0.48 metres at 138.4 g/t Au (from 187.6 to 188.1 metres) and 1.93 metres at 21.3 g/t Au (from 240.3 to 240.8 metres). \n ·     Step-out drilling at La India Phase 1 - North Open Pit has returned significant interceptions confirming and extension of the mineralised zone of at least 30 metres: \n o  Drillhole LIDC620 intersected 9.58 metres at 1.68 g/t Au and 13.15 g/t silver (\"Ag\") from surface to 9.58 metres. \n o  Drillhole LIDC621 intersected 10.55 metres at 1.11 g/t Au and 6.77 g/t Ag from surface to 10.55 metres. \n o  Drillhole LIDC626 intersected 6.70 metres at 1.65 g/t Au and 1.64 g/t Ag, including 1.50 metres at 5.33 g/t Au and 3.71 g/t Ag. \n ·     Exploration drilling at Cacao has successfully identified a high-grade ore shoot: \n o  Drillhole CCRD043 intersected 12.7 metres at 3.52 g/t Au from 270.8 metres to 283.5 metres, including 2.0 metres at 19.7 g/t Au (from 276.5 to 278.5 metres). \n o  Drillhole CCRD044 intersected 10.7 metres at 1.92 g/t Au from 233.6 metres to 244.3 metres, including 0.52 metres at 21.3 g/t Au (from 240.3 to 240.8 metres). \n Across all targets, the campaign has identified several new zones of gold mineralisation, with Cacao and La India South both demonstrating the potential to host significant high-grade resources. \n OUTLOOK \n Annual production guidance for FY2026 for the Runruno mine has been set at 40,000 - 48,000 ounces at an AISC of between US$1,700 - US$2,000 per ounce. Runruno is expected to maintain operational results, and free cash flow, similar to that produced during FY2025, notwithstanding that FY2026 gold production and average gold recoveries are expected to decline as operations at Runruno move towards cessation. Mining operations are expected to cease during H2 2026. Further, the majority of the remaining ore reserves are expected to be processed by the end of FY2026. A minimal level of ore production may roll over into Q1 2027, prior to the cessation of all processing operations. \n The development of the La India project in Nicaragua is expected to progress to commissioning activities commencing in Q4 2026, with an initial gold pour from commissioning during December 2026. Declaration of commercial production at La India is targeted for Q1 2027. \n Exploration activities will be conducted in both the Philippines and Nicaragua with the objective of defining new resources. \n Finally, the Group will continue to pursue the acquisition of additional exploration and development opportunities, where appropriate. \n   \n \n \n \n \n \n \n \n \n \n \n \n   \n   \n   \n \n Darren Bowden, Chief Executive Officer \n 21 May 2026 \n   \n Competent Persons' Statement \n The information contained in this report that relates to the La India Project gold resources has been summarised or extracted from the technical report entitled \"Condor Gold Technical Report on the La India Gold Project, Nicaragua\", dated October 2022 (the \"Technical Report\"), prepared in accordance with NI 43-101. The Technical Report was prepared by or under the supervision of Tim Lucks, Principal Consultant (Geology & Project Management), Fernando Rodrigues, Principal Consultant (Mining), Eric Olin, Principal Consultant (Metallurgy) Benjamin Parsons, Principal Consultant (Resource Geology), each of SRK Consulting (UK) Limited, each of whom is an independent Qualified Person as such term is defined in NI 43-101. \n   \n Mr Maxwell Donald Tuesley, BSc (Hons) Economic Geology, a member of the Australasian Institute of Mining and Metallurgy (No 111470  and employee of the Company, has compiled, read and approved the technical disclosure in relation to the exploration projects in this regulatory announcement in accordance with the AIM Rules - Note for Mining and Oil & Gas Companies. \n   \n Forward Looking Statements \n Certain statements relating to the estimated or expected future production, operating results, cash flows and costs and financial condition of Metals Exploration plc and the Group, planned work at the Company's projects and the expected results of such work contained herein are forward-looking statements which are based on current expectations, estimates and projections about the potential returns of the Group, industry and markets in which the Group operates in, the Directors' beliefs and assumptions made by the Directors. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: \"expects\", \"plans\", \"anticipates\", \"forecasts\", \"believes\", \"intends\", \"estimates\", \"projects\", \"assumes\", \"potential\" or variations of such words and similar expressions. Forward-looking statements also include reference to events or conditions that will, would, may, could or should occur. Information concerning exploration results and mineral reserve and resource estimates may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when a project is actually developed. \n   \n These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties and assumptions that are difficult to predict, qualify or quantify. Among the factors that could cause actual results or projections to differ materially include, without limitation: uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from logistical, technical or other factors; the possibility that results of work will not fulfil projections/expectations and realise the perceived potential of the Company's projects; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of environmental issues at the Company's projects; the possibility of cost overruns or unanticipated expenses in work programs; the need to obtain permits and comply with environmental laws and regulations and other government requirements; fluctuations in the price of gold and other risks and uncertainties. \n   \n The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules. \n \n \n \n BOARD OF DIRECTORS \n   \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Steven Smith \n Non-executive Chairman \n \n \n Darren Bowden \n Chief Executive Officer and Executive Director \n \n \n David Cather \n Independent Non-executive Director \n \n \n \n \n Appointed as Chairman : 21 March 2025 \n Appointed to the Board : 1 September 2021 \n \n \n Appointed to the Board : 1 January 2019 \n \n \n Appointed to the Board : 1 November 2024 \n Member of Remuneration Committee \n \n \n \n \n Steven is currently a director of Candy Ventures S.À.R.L, a Luxembourg based Venture Capital business, funded by British entrepreneur Nick Candy. Steven qualified as a Chartered Accountant at BDO and subsequently as a Chartered Tax Adviser whilst at KPMG. He lectured in Taxation at FTC for four years and then held several senior financial positions at large Public and Private Groups culminating in him being appointed as CFO of a FTSE 250 company. Steven now holds a range of non-executive roles at companies including Audioboom Group plc, an AIM quoted media business. Mr Smith is the Candy Group's appointee to the Board, and as such is not considered to be independent. \n \n \n Darren has over 30 years' experience building and developing mining projects across Australia, North and South America. Darren has worked across all aspects of the mining business from M&A to technical to operations and executive management. Some of the notable companies for which he has worked include Anglo Coal Australia, Glencore, Nyrstar and Mubadala. Some of the projects in which Darren has been involved include the Minera San Cristobal a silver, lead, zinc project in Bolivia (green field), the Prodeco coal project (brown field) as the VPO and for Mubadala as the CEO on a large underground gold project (green field), Minesa SA, in Bucaramanga. Darren is a Civil Engineer (Hons) from University of New South Wales, Australia and is focused on driving strategic development and the successful optimisation of companies. \n \n \n David has in excess of 40 years' experience in the mining industry. David has acted as CEO and COO of operating gold mining companies, and has held various roles with a London-based fund manager and at Anglo- American plc. He has participated in numerous acquisitions and IPOs of mining companies on various stock exchanges and has significant expertise in mine development. David is currently a non-executive director of several listed and private mining companies. \n \n \n \n \n Board meetings held: 5 \n Board meetings attended: 5 \n \n \n Board meetings held: 5 \n Board meetings attended: 5 \n \n \n Board meetings held: 5 \n Board meetings attended: 5 \n Remuneration meetings held: 5 \n Remuneration meetings attended: 5 \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 Tim Livesey \n Independent Non-executive Director \n \n \n Andrew Chubb \n Non-executive Director \n \n \n Rob Marshall \n Non-executive Director \n \n \n \n \n Appointed to the Board : 5 May 2022 \n Remuneration Committee Chair \n Member of Audit Committee \n \n \n Appointed to the Board : 22 April 2021 \n Audit Committee Chair \n Member of Remuneration Committee \n \n \n Appointed to the Board : 1 November 2024 \n Member of Audit Committee \n \n \n \n \n Tim has over 30 years of professional exploration, project development and mining experience in gold and base metals across Africa, Europe, the Middle East and Asia. Tim's extensive career covers both technical and executive management in the industry. He has managed significant projects across the globe for companies such as Anglo-American PLC and Barrick Gold Corporation and held executive and board level roles across junior, mid-tier and senior companies. Alongside this, Tim is also a fellow of the Geological Society and a Member of the Aus.IMM having graduated from the University of Newcastle with an honour's degree in geology. \n \n \n Andrew is currently a Partner and Head of Mining at natural resources focused investment bank Hannam & Partners. Previously, Andrew was a Managing Director at Canaccord Genuity. He has a broad range of international corporate finance, restructuring, capital markets and M&A experience focusing on the mining and natural resources sectors. Andrew career has successfully advised on numerous IPOs, public and private equity and convertible capital raises and M&A transactions including AIM, TSX, ASX, NASDAQ and Official List companies. Andrew has a first-class law degree from Manchester University. As Hannan & Partners act as the Company's joint Broker, Andrew is not considered an independent director. \n \n \n Rob has been appointed as a non-executive director as a representative of the Company's second largest shareholder, Drachs Investment No3 Limited. Rob is a chartered accountant with over 20 years' professional and corporate advisory experience. Rob is currently the UK managing director and CFO of the Evans Property Group, a global family investment business which is predominantly real estate based. \n \n \n \n \n Board meetings held: 5 \n Board meetings attended: 5 \n Remuneration meetings held: 5 \n Remuneration meetings attended:  5 \n Audit Committee meetings held: 3 \n Audit Committee meetings attended: 3 \n \n \n Board meetings held: 5 \n Board meetings attended: 5 \n Remuneration meetings held: 5 \n Remuneration meetings attended: 5 \n Audit Committee meetings held: 3 \n Audit Committee meetings attended: 3 \n \n \n Board meetings held: 5 \n Board meetings attended: 5 \n Audit Committee meetings held: 3 \n Audit Committee meetings attended: 3 \n \n \n \n \n CORPORATE GOVERNANCE STATEMENT \n   \n As in previous years, the Company has continued to follow the QCA Corporate Governance Code, and this year, the Company is reporting against the 2023 version of the QCA Code principles for the first time. \n   \n The QCA Code identifies 10 principles that focus on the pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the Company was created. The principles of the QCA Code are embedded into the Company's internal reporting and governance structures to the extent expected of a company of Metals Exploration's size, stage of development and resources. \n   \n The Company's governance structures are further governed by the Company's Articles of Association ('Articles') together with relationship agreements (the 'Relationship Agreements') with the Company's two largest shareholder groups, Candy Investments S.à r.l, Candy Ventures S.à r.l and MTL (Luxembourg) S.à r.l. ('MTL Lux') (together the 'Candy Group') and Drachs Investments No3 Limited ('Drachs'). \n   \n The Relationship Agreements regulate the relationship between the Company and its largest shareholders to ensure, amongst other things, that the Company and its business shall be managed for the benefit of the shareholders of the Company as a whole. The Relationship Agreements grant each shareholder group the right to appoint one director, for so long as it (together with its successors or assignees) continues to hold more than 15% of the voting rights of the Company. \n   \n The Company's current compliance, or otherwise, with each of the ten Principles of the QCA Code (2023) is detailed below. \n   \n \n \n \n \n \n \n \n Principle \n \n \n Disclosure \n \n \n \n \n 1 \n \n \n Establish a purpose, strategy and business model which promote long-term value for shareholders \n   \n   \n \n \n The Company's vision and mission statement is set out on page 2 of this Annual Report. The Board regularly reviews the strategy and corporate plan of the Company, which is to provide shareholders with capital growth potential, delivered by developing mineral projects into profitable mines. \n   \n The strategic plan and business model are reviewed by the executive team on an ongoing basis with relevant operational and management updates being reported to the Board to demonstrate delivery and progress. \n   \n Decisions of the Board are made in line with the strategic plan and business model for the Group. Further details of the Group's strategy can be found in the CEO's Strategic Report. \n   \n This Annual Report sets out key risks and uncertainties that may represent challenges to the successful execution of the Company's strategy and business model, and how such risks and uncertainties are managed by the Company. These risks are set out in the Directors Report and in notes 33 and 34 to the financial statements. \n   \n \n \n \n \n 2 \n \n \n Promote a corporate culture that is based on ethical values and behaviours \n \n \n The Board leads by example and makes decisions that are in the best interests of the Group and its stakeholders as a whole. Culture and ethics are underpinned by a clear set of values which guide decision-making at all levels in the business. These values and 'golden rules' are encouraged to be universally adopted. Refer page 3. \n   \n The Board recognises that its decisions have an impact on the corporate culture of the Group as a whole and that this will affect the performance of the business. The Board is also very conscious that the tone and culture that it creates will greatly impact on the way employees behave and operate. The importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Company's ethical approach to business is reflected in the way the Company has been able to develop long-term and fruitful relationships with all stakeholders. \n   \n The Group seeks to ensure that responsible business practice is fully integrated into the management of all its operations and into the culture of all parts of its business. The Board believes that the consistent adoption of responsible business practice is essential for operational excellence, which in turn is expected to ensure the delivery of its core objectives of sustained real growth in future profitability. \n   \n \n \n \n \n 3 \n \n \n Seek to understand and meet shareholder needs and expectations \n \n \n The Company engages openly with its shareholders via announcements made via a regulatory information service, its corporate website and other social media platforms and investor webinars. The Board encourages investors to participate, if possible, at its Annual General Meeting and General Meetings. The Board believes that the Annual Report and Accounts, and the Interim Results published at the half-year stage, and quarterly operations updates play an important part in presenting all shareholders with an assessment of the Company's position and prospects. During the reporting period the Company's expansion into Nicaragua created additional shareholder engagement opportunities. \n   \n The Company's website contains information on the Company's business, corporate, ESG information and specific disclosures required under the AIM Rules and the QCA Code. Management will also conduct periodic meetings either in person or electronically to shareholders, private client brokers and investment analysts. \n   \n Formal feedback from shareholder meetings is provided by the Group's broker. \n   \n The Company has appointed BlytheRay to act as its main contact point for shareholder queries and has made their contact details available on the Company's website. \n   \n \n \n \n \n 4 \n \n \n Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long term-success \n \n \n The Company's long-term success relies upon good relations with all its stakeholder groups, both internal and external. The Board affords highest priority to ensuring that it maintains a strong understanding of the needs and expectations of all stakeholders, monitoring feedback from them and considers such feedback in developing future policy. The Company's 'social licence' to operate is integral to all operational decisions. The executive team is responsible for managing these stakeholder engagements/relationships. \n   \n The Company undertakes its exploration and mining activities in a manner that seeks to minimise or eliminate negative environmental impacts and to maximise positive impacts of an environmental nature. The annual executive bonus awards are impacted by both safety/health and environmental performance throughout the Group, encouraging adverse outcomes to be avoided. \n   \n The Company operates a comprehensive safety and health programme to ensure the wellness and security of its employees. The control and eventual elimination of all work-related hazards requires a dedicated team effort involving the active participation of all employees. A comprehensive safety and health programme is the primary means for delivering best practices in safety and health management. \n   \n Employment opportunities and regular training are offered to local community members, while gender diversity policies are actively followed. \n   \n Employee involvement is fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents. Detailed procedures are in place for employees to raise concerns in confidence, and for such matters to be considered and for any appropriate action can be taken. \n   \n The Company has a dedicated community relations departments that are active in developing and assisting with various community social programmes with special focus on health, education and infrastructure projects. \n   \n \n \n \n \n 5 \n \n \n Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation \n \n \n The Audit Committee, on behalf of the Board, is responsible for the Company's system of internal controls and for reviewing its effectiveness. The system is designed to manage, rather than eliminate, the risk of failure to achieve the execution of the Company's strategic objectives and business model. The Board reviews this internal reporting on a regular basis. The Group seeks to achieve excellence and encourages its workforce to strive to succeed without being burdened by a fear of failure. \n   \n The Board monitors financial controls through the setting and approval of an annual budget and a formal delegation of authority matrix combined with the regular review of key risk areas and monthly management accounts. The management accounts contain a number of indicators that are designed to reduce the possibility of misstatement in the financial statements. \n   \n Each year, on behalf of the Board, the Audit Committee reviews the effectiveness of the Company's system of internal controls. This is achieved primarily via a comprehensive review of risks which covers both financial and non-financial issues potentially affecting the Company and from discussions with the external auditor. Details of the key risks, and their management, are contained in the following Directors' Report and notes 33 and 34 to the financial statements. The Board is not aware of any significant failings or weaknesses in the Company's existing system of internal controls. \n   \n The Audit Committee reviews the external auditor's performance and independence on an annual basis. \n   \n \n \n \n \n 6 \n   \n \n \n Establish and maintain the Board as a well-functioning, balanced team led by the Chair \n \n \n The full Board is responsible and accountable to the shareholders for the management and success of the Company and to provide effective controls to assess and manage risks in the Group. There is a formal schedule of matters specifically reserved for the Board that includes matters relating to strategy & management; structure & capital; financial reporting & controls; internal controls; contracts; communications; Board membership and other appointments; delegation of authorities; and corporate governance. The Company has two Non-Executive Directors, each considered to be independent by the Board due to their relationship with the Company and their ability to act in the best interests of all shareholders. Each Board Committee comprises a majority of independent Non-Executive Directors. The Board provides an overview of the skills and experience of each Director and how these align with the strategic objectives of the Company. \n   \n The purpose of the Board is to ensure that the business is managed for the long-term benefit of all shareholders, whilst at the same time having regard for employees, customers, suppliers and our impact on the environment and the communities in which we operate. The full Board is responsible and accountable to shareholders for the management and success of the Company and for providing effective controls to assess and manage the risks that the Company faces. The Board keeps under review its current balance and composition to ensure that it has a sufficiently wide range of skills and experience to enable it to pursue its strategic goals and address anticipated issues in the foreseeable future. \n   \n The Chair is responsible for leading the Board and ensuring that it remains effective in fulfilling its role. He sets the Board's agenda and ensures that there is appropriate focus on strategic issues and the monitoring of performance. The Chair promotes a culture of openness and debate within the Board, where Directors can discuss and challenge the actions of the executive management, as well as the views of all Directors, promoting good decision-making and ultimately supporting the Company's long-term, sustainable success. \n   \n The Company's business is directed by the Board and is managed on a day-to-day basis by the Chief Executive Officer (\"CEO\"). The Board monitors compliance with the objectives and policies of the Company through monthly performance reporting, budget updates and periodic operational reviews. The Board has formal meetings at least four times a year, while restricted agenda meetings are held on an ad hoc basis when required. Minutes of the meetings of the Directors are circulated to the Board for approval. Skills and experience of the Directors are included in the biographies on pages 16-17, of this Annual Report and on the Company's website. \n   \n The Board has two independent non-executive directors, while a third, Mr Chubb, would be considered  independent if not for his role with the Company's joint broker, Hannam & Partners. On appointment, Non-Executive Directors commit to set aside sufficient time on the business of the Company to maintain a full understanding of the business which will include at least one annual visit to the Company's operations in both the Philippines and Nicaragua. \n   \n The members of the Board, as a whole, have suitable knowledge of the Company and expertise to discharge their duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational. Any Director must declare a conflict of interest in relation to a particular item of business before commencement of discussion on the topic. \n   \n The Board is supported by the Audit and Remuneration Committees, each with delegated duties and responsibilities, which operate within specific terms of reference which can be found on the Company's website. In the event of a proposal to appoint a new Director, each Director is given the opportunity to meet the candidate prior to any formal decision being taken. Due to the small size of the Company, no Nomination Committee has been established. \n   \n Non-Executive directors have been awarded long-term incentive options following extensive consultation with the Company's major shareholders. \n   \n As recommended by the QCA Code, all Directors will stand for re-election at the Company's AGM. \n   \n \n \n \n \n 7 \n \n \n Maintain appropriate governance structures and ensure that individually and collectively directors have the necessary up-to-date experience, skills and capabilities \n \n \n Compliance with the QCA Code and corporate governance requirements generally are reviewed on an ongoing basis by the Board. The Company is not compliant with the Code as it does not have a Nomination Committee, given the current size of its operations; however, the balance and composition of the Board and its Committees is periodically reviewed to ensure the skills and experience needed for successful operation are in place. \n Update training is undertaken periodically, and the skills and experience of the Directors are kept under review by the Board, and any changes to the strategy of the Company are taken into consideration when the make-up and structure of the Board is considered. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance. \n   \n The Board's governance and framework sets out leadership and embeds delegated responsibilities to enable informed and confident decision-making. The Board Committees receive expert advice on the specific areas of operation as required, such as on remuneration, governance and capital markets. \n   \n There is a clear division of responsibility between the Non-Executive Chairman and the Chief Executive Officer. \n   \n MSP Corporate Services Limited, a professional company secretarial services provider, acts as Company Secretary. \n   \n The Company has adopted several industry-standard governance policies including a share dealing code, anti-bribery and whistleblowing policies. \n   \n \n \n \n \n 8 \n \n \n Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement \n \n \n The collective performance of the Board is reflected in the success of the business. Evaluation of the performance of the Board, its committees and individual members has historically been implemented on an on-going and ad hoc basis given the stage of the Company's development. The Company does not therefore currently comply with Principle 8 in that it has no formal board evaluation process. This position will be reviewed as the Company develops. \n   \n Succession planning for key executive roles is underway under the responsibility of the Chairman. Given the size of the Company's operations the establishment of a Nomination Committee is not considered necessary. \n   \n \n \n \n \n 9 \n \n \n Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture \n \n \n The Board is supported by a Remuneration Committee which oversees the Company's Remuneration Policy and framework. The Committee is formed of three Non-Executive Directors, two of whom are independent. The Remuneration Committee periodically seeks external remuneration advice. The Committee, on behalf of the Board, reviews the Remuneration Policy of the Company on an annual basis to ensure it is aligned to the Company's purpose and strategy, and sets the targets for the Company's senior executive team to ensure that the senior management of the Company are motivated to promote the long-term growth of shareholder value. The Company discloses the approach taken to setting the Remuneration Policy as part of its disclosures in the Annual Report and how it is aligned to the Company's purpose, strategy and culture. The Remuneration Committee keeps a watching brief over the wider Company's remuneration structure to ensure proportionality and consistency across the Company. \n   \n From a corporate standpoint, FY2025 was busy year for the Company with the acquisition of Condor Gold Plc and the overdue issue of long-term incentive options to directors and management approved in FY2024. Given this, the FY2025 remuneration report is not considered representative of the Company's future remuneration policies Consequently, at the Company's 2026 AGM the annual remuneration report will not be put to an advisory shareholder vote on this occasion, and so the Company will not comply with Principle 9(e). \n   \n During FY2026 an independent third party will advise the Company on its executive remuneration and its incentive structures with the aim to adopt policies commiserate with the Company's peers and reflective of its stage of development. \n   \n \n \n \n \n 10 \n \n \n Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders \n \n \n The Company recognises that meaningful engagement with its shareholders is integral to the continued success of the Group. The Company engages with its shareholders through meetings, social media, webinars, presentations and roadshows when appropriate. \n   \n The Board believes that the Annual Report and Accounts, the Interim Results published at the half-year stage, and quarterly operations updates play an important part in presenting all shareholders with an assessment of the Company's position and prospects. All regulatory announcements are published on the Company's website. The Annual General Meeting and General Meetings are an opportunity for shareholders to discuss the Company's business with the Directors. \n   \n The Board is supported by the Audit and Remuneration Committees, each of which has access to such information, resources and advice that it deems necessary, at the Company's cost, to enable the committees to discharge their duties as are set out in the Terms of Reference of each committee. Within the Annual Report, a report from each of the Committees of the Board is included which explains the role of each Committee, the activity it has undertaken throughout the year, its delegated responsibility and how it interacts with the Board. \n   \n Further the Board is supported in its dialogue with shareholders by its corporate brokers and an investor relations consultancy group. \n   \n \n \n \n \n   \n \n \n \n AUDIT COMMITTEE REPORT \n   \n Aims of the Audit Committee \n The principal purpose of the Audit Committee is to assist the Board in discharging its duties regarding corporate governance, the financial statements, to ensure that a robust framework of accounting policies is in place and enacted, and to oversee the maintenance of proper internal financial controls and risk management. The Committee monitors the integrity of the Financial Statements of the Interim and Annual Reports and formal announcements relating to the Group's financial performance, including advising the Board that the Annual Report taken, as a whole, is fair, balanced and understandable. \n   \n The Committee reviews, in conjunction with the Group's auditors and management, significant financial reporting issues, key judgements and accounting policies and disclosures in financial reports, reviews the effectiveness of the Group's internal control procedures and risk management systems and considers how the Group's internal audit requirements shall be satisfied, making recommendations to the Board. It reviews the independent auditor's audit strategy and implementation plan, challenges the auditors over key accounting and audit areas and its findings in relation to the Annual Report and Interim Financial Statements. It monitors the relationship with the Group's independent auditor including the consideration of audit fees and independence. \n   \n Membership and attendance \n The Audit Committee consisted of myself, Andrew Chubb, as the Chair, together with two other Non-Executive Directors. \n   \n The Committee aims to formally meet at least twice each year. The external audit team and the Chief Financial Officer (\"CFO\") are invited to attend meetings of the Committee, and I am satisfied that we were presented with high quality and accurate materials, and in a timely manner. \n   \n The external auditors and the CFO attended all committee meetings held during the year. \n   \n Key responsibilities \n The main responsibilities of the Audit Committee are contained within its terms of reference that have been approved by the Board and are available on our website. The terms of reference and the key responsibilities of the Audit Committee are set out below: \n ·          Maintain the integrity of the annual and interim financial statements of the Company and review any significant reporting matters they contain; \n ·          Review the Annual Report and Accounts and other financial reports; \n ·          Maintain the accuracy and fairness of the Company's financial statements, including through ensuring compliance with applicable accounting standards and the AIM Rules; \n ·          Review the adequacy and effectiveness of the Company's internal control environment and risk management systems; \n ·           Review the adequacy and effectiveness of the Company's Whistleblowing policies; \n ·           To consider the need for, and to oversee, internal audit activities; and \n ·          Oversee the relationship with, and the remuneration of, the external auditor, reviewing their performance and advising the Board members on their appointment. \n   \n Activities of the Audit Committee during the year \n During FY2025, the Group expanded into a new jurisdiction, Nicaragua, requiring new procedures, protocols and risk management controls to be introduced. On behalf of the Board, the Audit Committee has closely monitored the introduction and maintenance of internal controls and risk management during the year, and this process has been a key focus of both the Group, the Audit Committee and the Board. Key financial risks are reported during each Board and Audit Committee meeting, including developments and progress made towards mitigating these risks. \n   \n   \n   \n The Committee received regular reports from the CFO throughout the year and was satisfied with the effectiveness of internal controls and risk mitigation. The Committee also received and considered reports from the external auditor, PKF Littlejohn LLP (\"PKF\"), which included control findings relevant to their audit. \n   \n Significant reporting matters \n The Audit Committee has reviewed management's assessment of critical accounting judgements and key sources of estimating uncertainty disclosed in note 2. \n   \n As part of the review, the Committee considered whether: \n ·           There are any material or sensitive omissions from the Annual Report narrative; \n ·           The Annual Report narrative is a true and balanced reflection of events and performance in the year; \n ·           There is consistency throughout the Annual Report and Financial Statements; and \n ·           There is a clear explanation of key performance indicators, their link to performance and strategy and equal prominence of statutory performance measures. \n   \n The Committee is satisfied that management and the Auditors have considered these matters appropriately and that a reasonable conclusion has been reached, and appropriate disclosure made, based on the information available to the Group. The Committee is not aware of any significant failings or weaknesses in the Company's existing system of internal controls. The Committee has determined that an internal audit function is not necessary for the Company in the context of the Company's current level of complexity of its operations. \n   \n Going concern \n The Directors consider the continuing strong operating and financial performance of the Group, combined with its existing cash holdings, provides ample evidence that there currently is no material uncertainty surrounding the Company and the Group's ability to continue as a going concern, and in particular, to fund its construction and development activities in Nicaragua. The Company remained debt free at year-end. \n   \n Accordingly, the Company and Group financial statements are prepared on a going concern basis. Further detail regarding the reasoning behind this conclusion can be found in the Directors' Report on page 42. \n   \n External audit \n The Audit Committee considers various matters when reviewing the appointment of an external auditor including their performance in conducting the audit and its scope, terms of engagement including remuneration and their independence and objectivity. Details of auditor's fees are included in the notes to the financial statements. \n   \n PKF was re-appointed as Group and Company auditor at the Company AGM in June 2025. The Audit Committee has confirmed it is satisfied with PKF's industry experience, knowledge of the Company and its effectiveness as external auditor. PKF does not provide any non-audit services to the Group or the Company. The Audit Committee has recommended the reappointment of PKF at the forthcoming annual general meeting. \n   \n The year ahead \n Following the Group's expansion into Nicaragua in FY2025, the Audit Committee will continue to focus on ensuring that a robust framework of internal controls and risk management exists throughout the entire Group. In particular, the Audit Committee in conjunction with the executive management of the Company will continue to develop reporting procedures, construction cost and schedule monitoring, controls and risk management in Nicaragua as the La India moves through construction into its production phase. Financial disclosures and risk management will continue to be closely monitored, and any potential risks mitigated where appropriate. \n   \n The Audit Committee will also continue its close dialogue with the Company's external auditors, highlighting any emerging financial risks or matters facing the Company throughout the coming year and ensuring that the Company's financial reporting mechanisms continue to be constantly updated in line with best practice and subjected to scrutiny and challenge. \n   \n Andrew Chubb, Chair of the Audit Committee         \n 21 May 2026 \n   \n REMUNERATION COMMITTEE REPORT \n   \n Aims of the Remuneration Committee \n The Committee's overall aim is to align employee remuneration with the successful delivery of long-term shareholder value by rewarding performance and providing appropriate incentives. Our core principles that enable us to achieve this goal are: \n 1. To offer competitive remuneration to executive management that attracts, retains and motivates highly skilled individuals; \n 2. To align remuneration packages with performance-related metrics that mirror our short and long-term business strategies; and \n 3. To encourage accountability in the workplace and link reward with success. \n   \n The Group currently operates the following remuneration framework: \n ·   Annual salary and associated benefits; \n ·   Annual discretionary bonuses that are granted following the Committee's assessment of performance against certain key business indicators; and \n ·   Long-term incentive programme (\"LTIP\") equity awards. \n   \n Membership and attendance \n The Remuneration Committee consisted of myself, Tim Livesey, as the Chair, together with two other Non-Executive Directors. The Committee aims to formally meet at least twice each year. The Committee formally met five times in FY2025. \n   \n No Director is involved in any decisions relating to their own remuneration. None of the Committee has any personal financial interest, conflicts of interests arising from cross-directorships, or day-to-day involvement in running the business. \n   \n Terms of reference \n The terms of reference of the Remuneration Committee, that have been approved by the Board and are available on our website, are set out below: \n ·          Determine and propose to the Board the Company's overall remuneration policy and monitor the efficacy of the policy on an ongoing basis; \n ·          Determine and propose to the Board the remuneration of the Executive Directors and senior management; \n ·          Determine the objectives and headline targets for any performance-related bonus or incentive schemes; \n ·           Monitor, review and approve the remuneration framework for other senior employees; and, \n ·          Review and approve any termination payment, such that these are appropriate for both the individual and the Company. \n   \n Executive remuneration package and service contracts \n During FY2025 the committee commissioned an independent peer review of the CEO and CFO remuneration packages. There was no change to the CEO's base remuneration and a modest increase to the CFO's base salary remuneration component . There have been no material changes to other executive remuneration packages during the year. \n   \n The Group's remuneration framework includes payment of an annual salary and an annual short term bonus. Further, in February 2025 an LTIP was awarded to executives after protracted negotiations with the previous Group lenders were finalised. Executives are provided with life assurance cover equivalent to two times their base salary (capped at £500,000). There are no pension/superannuation schemes in place for executives or non-executive directors. Termination of executive contracts are subject to a twelve month notice period or an in lieu base salary termination payment. \n   \n Management Incentive Programme (\"MIP\") - 2025 Performance \n The CEO and other senior executives are eligible to participate in a MIP. The MIP awards an annual short-term bonus based on performance achieved against pre-determined key performance indicators (\"KPIs\"). The CEO is measured against the corporate KPIs while each senior executive has a portion of their bonus judged against personal KPI measures adjusted as appropriate to their role within the Group. \n   \n The following table details the corporate KPIs adopted by the Committee in its assessment of the Group's performance which were applied to FY2025. \n   \n \n \n \n \n   \n Performance indicator \n \n \n   \n 2025 Rating \n \n \n   \n 2025 Performance \n \n \n \n \n   \n Environmental/Safety/Health and compliance \n \n \n   \n Award threshold achieved \n \n \n One LTI recorded in the Philippines, none in Nicaragua; no material environmental/licensing incidents \n \n \n \n \n Free cash generated before debt principal/interest/fees \n \n \n Maximum target achieved \n \n \n Free cash generated exceeded budget \n \n \n \n \n   \n La India gold project construction \n \n \n Standard target achieved \n \n \n Construction on schedule and on budget \n \n \n \n \n   \n Total expenditure v budget \n \n \n Standard target achieved \n \n \n   \n Actual spend approximated budget \n \n \n \n \n   \n Dupax project development \n \n \n Award threshold not achieved \n \n \n Tenement awarded however the initial drill programme was unsuccessful \n \n \n \n \n   \n Glossary: \n KPI - Key performance indicator; LTI - Lost time injury \n   \n Of the total MIP bonus, 15% is satisfied by an issue of new Ordinary Shares, at an issue price equal to the 14-day VWAP market value following the date the MIP bonus was recommended by the Remuneration Committee. \n   \n In March 2026, the Company issued 1,182,210 new Ordinary Shares to executives as part of the 2025 MIP bonus award. \n   \n Non-executive director remuneration \n All non-executive directors are appointed under a letter of engagement that sets out the terms, responsibilities and remuneration attaching to their appointment. The remuneration of non-executive directors is determined by the full board. All non-executive directors participated in the LTIP option issue during the year. \n   \n Director remuneration \n The Directors' remuneration for the year was as follows: \n \n \n \n \n   \n Year ended 31 December 2025 \n \n \n Fees/salary \n US$ \n \n \n Short-term cash performance bonus \n US$ \n \n \n Share- based payments - (Short and long term non-cash awards) \n US$ \n \n \n Total \n US$ \n \n \n \n \n Darren Bowden 1 \n Executive director/CEO \n \n \n 801,016 \n \n \n 1,160,121 \n \n \n 12,136,073 \n \n \n 14,097,210 \n \n \n \n \n Steven Smith 2 \n Chairman & non-executive director \n \n \n 109,109 \n \n \n - \n \n \n 915,641 \n \n \n 1,024,750 \n \n \n \n \n Tim Livesey 1 \n I ndependent non-executive director \n \n \n 88,279 \n \n \n - \n \n \n 177,486 \n \n \n 265,765 \n \n \n \n \n Andrew Chubb \n Non-executive director \n \n \n 79,352 \n \n \n - \n \n \n 177,486 \n \n \n 256,838 \n \n \n \n \n David Cather \n Independent non-executive director \n \n \n 79,352 \n \n \n - \n \n \n 177,486 \n \n \n 256,838 \n \n \n \n \n Rob Marshall \n N on-executive director \n \n \n 79,352 \n \n \n - \n \n \n 215,808 \n \n \n 295,160 \n \n \n \n \n Nick von Schrinding \n Independent Chairman (resigned 21 March 2025) \n \n \n 89,271 \n \n \n - \n \n \n 89,916 \n \n \n 179,187 \n \n \n \n \n   \n Total \n \n \n 1,325,731 \n \n \n 1,160,121 \n \n \n 13,889,896 \n \n \n 16,375,748 \n \n \n \n \n   \n \n \n \n \n Year ended 31 December 2024 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Darren Bowden 1 \n Executive director/CEO \n \n \n 800,917 \n \n \n 751,703 \n \n \n - \n \n \n 1,552,620 \n \n \n \n \n Nick von Schrinding \n Independent Chairman \n \n \n 91,565 \n \n \n - \n \n \n 121,703 \n \n \n 213,268 \n \n \n \n \n Steven Smith 2 \n Interim Chairman & non-executive director \n \n \n 394,771 \n \n \n - \n \n \n - \n \n \n 394,771 \n \n \n \n \n Tim Livesey 1 \n I ndependent non-executive director \n \n \n 95,257 \n \n \n - \n \n \n 5,371 \n \n \n 100,628 \n \n \n \n \n Andrew Chubb \n Non-executive director \n \n \n 70,324 \n \n \n - \n \n \n - \n \n \n 70,324 \n \n \n \n \n David Cather \n Independent non-executive director (appointed 1 November 2024) \n \n \n 12,786 \n \n \n - \n \n \n - \n \n \n 12,786 \n \n \n \n \n Rob Marshall \n N on-executive director (appointed 1 November 2024) \n \n \n 12,786 \n \n \n - \n \n \n - \n \n \n 12,786 \n \n \n \n \n Guy Walker \n Non-executive director (resigned 3 September 2024) \n \n \n 47,857 \n \n \n - \n \n \n - \n \n \n 47,857 \n \n \n \n \n   \n Total \n \n \n 1,526,263 \n \n \n 751,703 \n \n \n 127,075 \n \n \n 2,405,040 \n \n \n \n \n   \n Notes: \n ¹ Includes consulting fees paid to private consulting companies. \n 2 Fees paid in accordance with a Services Agreements between the Company and MTL (Luxembourg) Sarl/Candy Investments Sarl. \n   \n No element of the Directors' remuneration (other than options and shares issued as part of the LTIP and MIP bonus) is currently related to the Company's future share price. \n   \n Director interests in shares \n As at FY2025 year end, Directors' interests in Ordinary Shares in the Company were: \n \n \n \n \n Director \n \n \n Opening balance \n \n \n Acquired during year \n \n \n Disposed during the year \n \n \n Closing balance \n \n \n \n \n Darren Bowden \n \n \n 8,257,355 \n \n \n 191,051,895 \n \n \n - \n \n \n 199,309,250 \n \n \n \n \n David Cather \n \n \n 6,600,000 \n \n \n 500,000 \n \n \n - \n \n \n 7,100,000 \n \n \n \n \n Andrew Chubb \n \n \n 4,100,000 \n \n \n 564,901 \n \n \n - \n \n \n 4,664,901 \n \n \n \n \n Tim Livesey \n \n \n 6,600,000 \n \n \n - \n \n \n (2,500,000) \n \n \n 4,100,000 \n \n \n \n \n Rob Marshall \n \n \n 7,820,928 \n \n \n 827,314 \n \n \n - \n \n \n 8,648,242 \n \n \n \n \n   \n Director interests in options \n Directors' beneficial interests in unissued ordinary shares granted by the Company under share options as at FY2025 year-end are as follows: \n \n \n \n \n Director \n \n \n Option expiry date and exercise price \n \n \n Opening balance \n \n \n Issued during year \n \n \n Exercised during the year \n \n \n Options held at year end \n \n \n \n \n Steven Smith \n Chairman & non-executive director \n \n \n   \n On or before \n 25 June 2032 at nominal share value \n \n \n - \n \n \n 6,600,000 \n \n \n - \n \n \n 6,600,000 \n \n \n \n \n Andrew Chubb \n Non-executive director \n \n \n On or before \n 7 February 2032 at nominal share value \n \n \n - \n \n \n 4,000,000 \n \n \n - \n \n \n 4,000,000 \n \n \n \n \n Tim Livesey \n Independent non-executive director \n \n \n   \n On or before \n 7 February 2032 at nominal share value \n \n \n - \n \n \n 4,000,000 \n \n \n - \n \n \n 4,000,000 \n \n \n \n \n David Cather \n Independent non-executive director \n \n \n   \n On or before \n 7 February 2032 at nominal share value \n \n \n - \n \n \n 4,000,000 \n \n \n - \n \n \n 4,000,000 \n \n \n \n \n Robert Marshall \n Independent non-executive director \n \n \n   \n On or before \n 25 June 2032 at nominal share value \n \n \n - \n \n \n 4,000,000 \n \n \n - \n \n \n 4,000,000 \n \n \n \n \n Darren Bowden \n CEO \n \n \n On or before \n 7 February 2032 at nominal share value \n \n \n - \n \n \n 180,000,000 \n \n \n 180,000,000 \n \n \n - \n \n \n \n \n Darren Bowden \n CEO \n \n \n On or before 27 August 2031 at nominal share value \n \n \n 9,500,000 \n \n \n - \n \n \n - \n \n \n 9,500,000 \n \n \n \n \n   \n The relevant Non-Executive Directors' independence is not considered to be compromised due to holding these options as the level of share options are deemed to be sufficiently immaterial. \n Long-term Incentives \n The full and final settlement of all debt issues in June 2024 removed the operational covenants within the Group's historical debt documents that required lender approval of any equity incentive schemes. Thus, the Company, in August 2024, was able to establish a LTIP to align directors and senior management with shareholders' interests, while providing operational flexibility to pursue strategic opportunities to grow the Group's activities. Due to restrictions on issuing these options arising from ongoing corporate matters, the LTIP options were finally issued in February 2025. Subsequent LTIP options were issued to two further non-executive directors to fully align all the board with the Company's aspirations. \n   \n The year ahead \n The Committee aims to ensure that the quantum and structure of remuneration at Board and senior management levels continue to be appropriate for the roles and responsibilities, including with regard to any succession planning activities. During FY2026 an independent third party will advise the Company on its executive remuneration and its incentive structures with the aim to adopt policies commiserate with the Company's peers and reflective of its stage of development. \n The annual discretionary bonus corporate KPIs for FY2026 will focus the Group completing the construction of the La India gold mine, on time and on budget, maintaining strong cash flow from Runruno to fund the La India construction, combined with the need to source additional near development projects, particularly in the Philippines to leverage off the in-country expertise and human resources as an integral element of planning for the end of mining activities at Runruno. \n   \n \n   \n Tim Livesey, Chair of the Remuneration Committee \n 21 May 2026 \n   \n SUSTAINABILITY REPORT \n   \n The Group publishes an annual in-depth sustainability report covering its Philippine operations. In April 2026, a sustainability report covering the activities and outcomes for the 2025 calendar year, titled 'Beyond the Gold' was issued. Shareholders are recommended to access this report, and sustainability reports covering previous periods from the Company website at   https://metalsexploration.com/esg/esg-overview/ . \n The reports are prepared in accordance with the Global Reporting Initiative (GRI) Standards and provides stakeholders with a transparent account and comprehensive information on our sustainability performance and governance and climate-risk related disclosures. With construction of the La India project in Nicaragua underway this level of reporting is not yet available, however, protocols will be introduced to enable the Group to report on how it deals with these matters in its Nicaraguan operations once it commences commercial production. \n RISK MANAGEMENT \n The Group's Code of Conduct enumerates its ethics. Operational procedural standards, aligned with legal requirements, have been established for all activities we undertake. Philippine operations are certified with ISO 14001:2015 compliance and the Group is a member of the Chamber of Mines of the Philippines \"Towards Sustainable Mining\" initiative. Risk management protocols that reflect the standards maintained in the Philippines have been introduced in Nicaragua. The reporting of any infractions, particularly on safety concerns and potential environmental non-compliance, is participatory and cuts across all employees regardless of position. \n COMMUNITY AND SOCIAL DEVELOPMENT \n The Group is committed to enriching the lives of local communities that are impacted by its operations and promote the participation of local community and public institutions. \n In the Philippines, the Group allocates 1.5% of direct mining and processing costs to be applied in its Social Development and Management Program (\"SDMP\"). Through the SDMP the Group partners with local communities to identify and implement impactful socio-economic programmes that drive sustainable development in our host and neighbouring areas. Implementation of the SDMP passes through a series of community consultations to identify appropriate socio-economic programmes. The Group's SDMP programmes are focused on: \n ·     Health; \n ·     Education; \n ·     Capacity building; \n ·     Community development and empowerment; \n ·     Enterprise development, improvement and networking; \n ·     Infrastructure development; and \n ·     Preservation and respect of socio-cultural values. \n Total Philippine community programme expenditure for FY2025 was US$2.0 million (2024: US$1.9 million). The reach of the programmes extends to assist the residents of the Barangay of Runruno and surrounding Barangays, the Municipality of Quezon and the Province of Nueva Vizcaya. \n The Community Relations Department, the community interface arm of the Group, maintains strong partnerships with various national agencies and local governments from Barangay to Provincial level. They are primarily engaged in managing the implementation of identified and prioritised projects within the mandated SDMP and other programmes under them as a component of the Group's commitment to its Corporate Social Responsibility (\"CSR\"). \n In Nicaragua, the Group already has significant community support programmes in place. It is working with communities across local municipalities, strengthening the business-community link and contributing to the social and economic development of the region.  Financial contributions have been combined with the creation of local programmes focused on access to drinking water, strengthening the local economy, providing community training, promoting environmental sustainability and developing community communication.  The Group's initiatives have included: \n ·     Supporting local infrastructure:  Built a new community fire station and enhanced local roads. \n ·     Access to safe water: Launch of the Fresh Water Programme and with a water treatment plant distributed more than 30,000 bottles of potable water. \n ·     Revitalisation of the local economy: Promotion of entrepreneurship through access to community credit, capacity building and technical support, directly benefiting local entrepreneurs and promoting economic inclusion. \n ·     Job creation and economic growth: Prioritisation of local labour during the construction phase and procurement from local businesses; combined with implementation of technical training programmes and trade courses. \n ·     Environmental awareness and management: Collection of plastic and electronic waste, along with environmental awareness actions that promote sustainable practices in communities. \n ·     Prioritisation of community relations: Active community engagement and participation, including within the established Information Office, providing transparent dialogue. \n Significant progress has been achieved since the acquisition of La India, demonstrating the Group's commitment to sustainability, inclusive development and the well-being of the communities where it operates. \n Total Nicaraguan community programme expenditure for FY2025 was US$331,000. Once the La India project is in production the Group will formalise the financial commitments it expects to provide to support local communities. \n ANTI-SLAVERY AND HUMAN TRAFFICKING \n Our anti-slavery policy reflects our commitment to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and controls to ensure slavery and human trafficking are not taking place anywhere in our supply chains. Our Company abides by various legislation and frameworks, including the UK Modern Slavery Act 2015, the Philippine Anti-discrimination Act of 2011, Republic Act 7877, the Philippine Anti-Sexual Harassment Act of 1995, the Nicaragua Anti-Trafficking in Persons Act (2015), the Nicaragua Code of Childhood and Adolescence, and the United Nations Guiding Principles on Business and Human Rights. \n SAFETY AND HEALTH \n A safety and health programme is created each year to establish a robust foundation for the implementation of measures that prioritise the well-being and protection of workers. This ensures that workers are provided with a just, safe, and humane working environment. It is updated annually to ensure that the programme remains up-to-date and sufficiently addresses the evolving hazards and risks of the operations. \n   \n The Group suffered its first LTI in the Philippines since December 2016 when on 30 March 2025 an employee suffered burns that required hospital treatment. This employee made a full recovery and returned to work in Q2 2025. Since March 2025 the Group has not suffered from a further LTI. Prior to that the Company had accumulated more than 25 million man-hours with no lost time incidents. A safe working culture is actively promoted by a dedicated occupational safety and health department. \n   \n In Nicaragua, the operation has not recorded any LTIs, achieving the milestone of more than 1,000,000 man-hours worked without a LTI, reflecting the organisation's strong commitment to safety. \n   \n HUMAN CAPITAL \n Employees are the lifeblood of our operations. Without their dedication to exemplary performance, and a work ethic that aligns with the values of our Company, the growth and development that the Group has achieved through the years would not have been attained. It is therefore crucial for our Company to invest in our people to be able to power the business and continue operations, as well as support them in their journey towards a rewarding career and achievement of success that ripples through their lives and their communities. \n Our policy is to recruit and retain the most talented and high-performing people who share the Group's commitment to sustainable development. Great care is taken in every step of the employment process with an emphasis on equality, diversity, work-...

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