Financial Results for the year ended 31 Dec 2025

About this update from Beowulf Mining Plc

[{"type":"text","content":"\n \n   \n \n   \n \n   \n   \n 29 June 2026 \n   \n   \n Beowulf Mining plc \n   \n (\"Beowulf\" or the \"Company\") \n   \n   \n Audited Financial Results for the year ended 31 December 2025 and Notice of Annual General Meeting \n   \n   \n Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, announces its audited financial results for the year ended 31 December 2025 (the \"Period\"). \n   \n The Annual Report and Accounts will be tabled to shareholders at the 2026 Annual General Meeting (\"AGM\") of the Company.  The 2025 Annual Report and the Notice of AGM and Form of Proxy will shortly be posted to those shareholders who have requested a copy and will be available on the Company's website ( https://beowulfmining.com/ ) and at the following links: \n   \n https://beowulfmining.com/wp-content/uploads/2026/06/2026-Notice-of-Annual-General-Meeting.pdf \n   \n https://beowulfmining.com/wp-content/uploads/2026/06/Beowulf-Mining-Plc-FY25-Annual-Report.pdf \n   \n The AGM of the Company will be held at 11:00 on Thursday 23 July 2026 at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT, United Kingdom.  \n   \n The Company encourages shareholders to submit their voting instructions in advance by proxy whether or not they intend to attend. The \"Notes\" section of the Notice of AGM provides details on how to vote for Shareholders and holders of Swedish Depository Receipt.  \n   \n Shareholders are invited to submit questions to the Board on matters to be discussed at the AGM in advance. Questions can be submitted by email to [email protected] by 11:00 a.m. (BST) on 21 July 2026. \n   \n   \n   \n Enquiries: \n   \n Beowulf Mining plc \n Ed Bowie, Chief Executive Officer                    [email protected] \n   \n SP Angel \n (Nominated Adviser & Broker)          \n Ewan Leggat / Stuart Gledhill / Adam Cowl     Tel: +44 (0) 20 3470 0470 \n   \n BlytheRay              \n Megan Ray / Rachael Brooks                             Tel: +44 (0) 20 7138 3204 \n   \n   \n   \n   \n   \n   \n Cautionary Statement \n   \n Statements and assumptions made in this document with respect to the Company's current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of Beowulf. Forward-looking statements include, but are not limited to, those using words such as \"may\", \"might\", \"seeks\", \"expects\", \"anticipates\", \"estimates\", \"believes\", \"projects\", \"plans\", strategy\", \"forecast\" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to , (i) changes in the economic, regulatory and political environments in the countries where Beowulf operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) Beowulf's continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) metal prices, particularly as regards iron ore. In the light of the many risks and uncertainties surrounding any mineral project at an early stage of its development, the actual results could differ materially from those presented and forecast in this document. Beowulf assumes no unconditional obligation to immediately update any such statements and/or forecast. \n   \n   \n \n \n   \n   \n CHAIRMAN'S STATEMENT \n   \n Dear Shareholders, \n   \n I am pleased to introduce the Annual Report for 2025. \n   \n The Company has continued to advance and de-risk its two core assets during the year. The focus of activity at Kallak has been on progressing the PFS and preparations for the submission of the Environmental Permit application. Many technical and environmental workstreams have now been fully or substantially completed, and we have a clear plan for concluding those that remain outstanding. Engagement with local stakeholders continues to be a priority, and the Company has held numerous meetings over the year to inform and receive feedback on our future plans. \n   \n 2025 was a milestone year for Grafintec with the completion of the PFS, which demonstrated the project is both technically robust and has exceptional economics. Securing a site for the future development of GAMP in the Keltakallio industrial area was a further major step forward. The area is an emerging battery hub which boasts excellent infrastructure, and we have enjoyed great support from the municipality of Kotka and Cursor, the local development agency. The next step for GAMP is pilot testing, and plans are in place to fund and deliver this critical stage on the way to becoming a key supplier of critical minerals in the European battery supply chain. \n   \n With the development of our two core assets remaining the priority, Beowulf has sought to streamline the broader portfolio and secure strategic support. The non-binding offer for Vardar is evidence of this effort, and we hope to be able to conclude the transaction in the coming months. Further, the proposed strategic investment from Bacchus Capital & Affiliates should be transformational for the Company, providing capital to stabilise the business and advance the core assets through to the end of 2027, adding a strategic cornerstone investor block to the shareholder register, and enhancing the Board and management team. We are focused on achieving the requisite approvals and concluding the financing within the coming weeks. \n   \n I would like to thank our shareholders and stakeholders for their continuing support. \n   \n   \n   \n   \n J Röstin \n Non-Executive Chairman \n 26 June 2026 \n \n \n   \n INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BEOWULF MINING PLC \n   \n Opinion \n We have audited the financial statements of Beowulf Mining Plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. \n In our opinion: \n ·      the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's loss for the year then ended; \n ·      the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; \n ·      the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and \n ·      the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. \n Basis for opinion \n We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. \n Material uncertainty related to going concern \n We draw attention to note 1 in the financial statements, which sets out that the Group and Parent Company will require additional funding within the 12 months following the date of approval of the financial statements in order to continue in operation and meet liabilities as they fall due. As disclosed in note 1, subsequent to the year end, the Company has entered into a binding agreement to raise £3.7 million through a strategic investment. This funding is subject to a number of conditions and approvals. Pending completion of this longer-term funding, the Company has secured interim financing through royalty arrangements over its Finnish and Swedish assets. As the strategic investment remains subject to various conditions and approvals, the completion of which is not guaranteed, these conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's and Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. \n \n \n   \n   \n In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's and Parent Company's ability to continue to adopt the going concern basis of accounting included: \n ·      critically reviewing the cashflow forecasts and budgets prepared by management for the period to 31 December 2027, corroborating and providing challenge to key assumptions and inputs used, including reviewing license agreements to confirm that committed expenditure is appropriately included in forecasts; \n ·      comparing forecast expenditures to current year actual results and corroborating any significant variances; \n ·      obtaining an understanding of cash preservation measures available to the group, and corroborating to supporting documentation where applicable; \n ·      comparing historic forecasts to the actual results in the year to assess the historic accuracy of the forecasting process; \n ·      reviewing post year-end bank statements and management information to ascertain the Group's and the Parent Company's latest financial position and post year-end performance, and comparing this to the forecasts; and \n ·      reviewing and understanding the terms of any post-year end financing arrangements and considering the impact of post-year end events, including confirming receipt of royalty payments. \n   \n Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. \n   \n Emphasis of Matter \n We draw attention to the disclosures made in the \"Review of Operations and Activities\" section of the Annual Report in relation to the 2025 update on Vardar Minerals Limited. Beowulf announced on 26 November 2025 that it had received a non-binding cash offer of €4 million (£3.5m) for its 100% interest in Vardar and subsequently confirmed that a non-binding Heads of Terms had been signed with the proposed buyer with whom discussions remain ongoing. Should the sale with the proposed buyer not proceed on these terms, this may result in the fair value less costs to sell of the held for sale assets (Note 26) being lower than their carrying value as at 31 December 2025. \n Our opinion is not modified in this respect. \n Our application of materiality \n The scope of our audit was influenced by our application of materiality. The quantitative and qualitative \n thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit \n procedures. \n   \n We determined materiality for the Group and Parent Company financial statements to be: \n   \n \n \n \n \n \n \n \n Group \n \n \n Parent Company \n \n \n \n \n \n \n \n £ \n \n \n Basis \n \n \n £ \n \n \n Basis \n \n \n \n \n Overall materiality \n \n \n   \n 370,000 \n (2024: 258,000) \n \n \n   \n 2% of net assets \n (2024: 1.5% of gross assets) \n \n \n 246,000 \n (2024: 250,000) \n \n \n 2% of net assets, capped below group performance materiality \n (2024: 1.25% of gross assets) \n \n \n \n \n Performance materiality \n \n \n 259,000 \n (2024: 154,000) \n \n \n   \n   \n 70% of materiality \n (2024: 60% of materiality) \n \n \n 172,500 \n (2024: 150,000) \n \n \n 70% of materiality \n (2024: 60% of materiality) \n \n \n \n \n   \n \n \n   \n   \n \n \n \n \n Triviality \n \n \n   \n 18,500 \n (2024: 12,000) \n \n \n   \n 5% of materiality \n (2024: 5% of materiality) \n \n \n   \n 12,300 \n (2024: 12,000) \n \n \n   \n 5% of materiality \n (2024: Group triviality) \n \n \n \n \n   \n   \n Rationale for the benchmark applied \n   \n   \n   \n \n \n   \n The Group does not yet have commercial sales, and its key projects had not commenced full-scale operations as at 31 December 2025. During the year, the Group issued convertible loan notes. We consider net assets to be the most appropriate benchmark for determining materiality, incorporating the key assets from which the Group expects to generate future revenue, as well as its ability to manage operating costs and working capital effectively. \n \n \n The Parent Company does not generate revenue, \n and its primary balance comprises investments in subsidiaries. During the year, the Parent Company issued convertible loan notes. We consider net assets to be the most appropriate benchmark for determining materiality, incorporating the underlying value of the Parent Company's investments and its overall financial position, which are the key areas of focus for shareholders. \n   \n   \n \n \n \n \n   \n The percentage applied to this benchmark has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the financial statements were appropriately considered. \n We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we apply performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures. \n We set performance materiality at 70% of overall materiality for both the Group and the Parent Company (2024: 60%). The increase in the percentage applied appropriately reflects the inherent risk profile and the accumulation of additional knowledge following first-year audit procedures performed in the prior year, through which we obtained a more comprehensive understanding of the Group and Parent Company, including their systems, controls, and financial reporting processes. This enhanced knowledge, together with no significant issues identified in the prior year, supports a higher performance materiality while still maintaining an appropriately low level of audit risk. \n In determining performance materiality, we considered the following factors: \n ·      Our cumulative knowledge of the Group and Parent Company and its environment, including industry specific trends; \n ·      Significant transactions during the year; and \n ·      The level of judgement required in respect of the key accounting estimates. \n We agreed with the audit committee that we would report all individual audit differences identified for the Group during the course of our audit in excess of £18,500 (2024: £12,000) (Parent Company: £12,300 (2024: £12,000) together with any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds. \n Whilst performance materiality for the Group was set at £259,000 (2024: £154,000), we also assessed performance materiality for in-scope entities. We assessed there to be four material entities in the group (2024: four), including the UK Parent Company, and operating entities in Sweden, Finland and Kosovo. Full scope audits were performed on the UK Parent Company by us as group auditor, and on the Swedish and Finnish entities by component auditors in each jurisdiction. Audit procedures on certain account balances and classes of transaction were performed on the Kosovan entity by us as group auditor. \n \n \n   \n   \n Aside from the Parent Company, materiality for which is detailed above, these three entities were audited to a performance materiality ranging from £77,000 to £171,500 (2024: £77,000 to £115,500), representing an appropriate percentage of the Group's performance materiality according to their relative net asset contribution and our assessment of inherent risk. Therefore, we conclude that this approach provides sufficient coverage of both significant and residual risks. The concept of materiality was applied throughout the audit, from planning to execution, as well as in evaluating the impact of misstatements. \n Our approach to the audit \n In designing our audit approach, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we assessed the areas requiring the board and management to make subjective judgements, for example in respect of significant accounting estimates including the carrying value of intangible assets and management override of controls. \n An audit was performed on the financial information of the Group's four in-scope components as detailed in the previous section. Two of the four components, Sweden and Finland, were audited by component auditors. \n The Group audit team provided instructions to component auditors regarding significant areas to be covered, including the relevant risks described below, and the required reporting information. The Group team visited the two component locations in Sweden and Finland to assess audit risk and strategy, conducting component file reviews accordingly. Discussions were held at all stages of the process with component auditors across all locations, and appropriate reporting appendices were received and reviewed in accordance with our instructions. \n The audit of the Kosovan component, the Parent Company and the consolidation were performed in the United Kingdom by the Group audit team. Additionally, the Group audit team performed top-up work the Key Audit Matter relating to impairment of intangible assets, supplementing the work conducted by the Swedish and Finnish component auditors. \n Key audit matters \n Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. \n In addition to the matter described in the Material uncertainty related to going concern section of our report, we have determined the matters described below to be the key audit matters to be communicated in our report. \n \n \n \n \n Key Audit Matter \n \n \n How our scope addressed this matter \n \n \n \n \n Carrying value and assessment of impairment of intangible exploration evaluation assets (Note 9) \n \n \n   \n \n \n \n \n The intangible exploration and evaluation asset represents capitalised exploration costs in respect of the Group's key projects in Finland and Sweden, and is the most significant asset on the Group's statement of financial position at the year end. There is a risk that the carrying value of intangible assets is not recoverable and an impairment charge is required. \n   \n \n \n Our work in this area included: \n ·      Obtaining confirmation that the Group has good title to the applicable exploration licences, including any new licences or renewals obtained during the year; \n ·      Testing a sample of additions to ensure costs have been capitalised in accordance with IFRS 6; \n \n \n \n \n   \n \n \n   \n   \n \n \n \n \n Given the early stage of development of the projects, management is required to exercise significant judgement in assessing the recoverability of these assets. As a result of the level of judgement required, we have determined this to be a key audit matter. \n \n \n ·      Holding discussions with management, reviewing publicly available information, relevant technical reports, and Board minutes to ascertain the status of the projects, developments in the year and future plans, and to identify any potential impairment indicators; \n ·      Reviewing management's assessment of impairment and considering whether there are any indicators of impairment as per IFRS 6. Providing challenge to, and corroborating, key assumptions made in the assessment; \n ·      Where an impairment has been recorded during the year in respect of one or more licences, reviewing the circumstances leading to the impairment and ensuring this has been recorded at an appropriate amount; and \n ·      Reviewing disclosures in the financial statements to ensure that they are complete and in accordance with IFRS 6. \n   \n Key observations \n Based on the audit work performed, we do not consider the carrying value of intangible assets at the year end to be materially misstated. \n However, we draw attention to the disclosures made in the \"Review of Operations and Activities\" section of the Annual Report in relation to the status of licences in Sweden and Finland, a number of which are due for renewal within the 12 months following the date of this report, or currently awaiting approval. Should the renewals be unsuccessful for any reason, this may result in impairment to the related intangible assets. \n \n \n \n \n Capitalisation and impairment of development expenditure (Note 9) \n \n \n   \n \n \n \n \n The Group holds a significant intangible development asset relating to the Graphite Anode Materials Project (\"GAMP\") in Finland. This asset represents capitalised expenditure incurred in progressing the Group's graphite anode materials strategy, including feasibility studies, technical development, permitting processes, and associated project work. \n Given the early stage of development of the project, management is required to exercise significant judgement in assessing the recoverability of this asset and also the capitalisation of expenditure to contribute to this balance in line with IAS 38. As a result of the level of judgement required, we have determined this to be a key audit matter. \n \n \n Our work in this area included: \n ·      Testing a sample of additions to supporting documentation to ensure costs have been capitalised in accordance with IAS 38, including obtaining an understanding of the nature of the costs capitalised; \n ·      Obtaining any relevant technical reports prepared in relation to the project, including the GAMP Pre-Feasibility Study completed in 2025, and considering the conclusions made; \n \n \n \n \n   \n   \n   \n \n \n \n \n   \n \n \n ·      Holding discussions with management, reviewing publicly available information and Board minutes to ascertain the status of the project, developments in the year and future plans, and to identify any potential impairment indicators; \n ·      Obtaining management's impairment position paper in accordance with the requirements of IAS 36. Providing challenge to, and corroborating, key assumptions made in the assessment; and \n ·      Reviewing disclosures and ensuring these are in accordance with IAS 38. \n   \n \n \n \n \n Valuation of investments and intercompany receivables (Note 11 and 12) \n \n \n \n \n \n \n \n The parent company holds £817k of investments in subsidiaries and £16,184k of intercompany loans relating to its interest in Jokkmokk Iron Mines AB and Grafintec Oy. These are the most significant assets on the parent company's statement of financial position. \n There is a risk of material misstatement surrounding the recoverability of investments in subsidiaries and intercompany receivables. The carrying value of these investments and receivables is ultimately dependent on the value of the underlying assets. The key underlying assets are exploration projects and development assets for which it is difficult to definitively determine their value at the current stage of development. Valuations for these assets are therefore based on judgments and estimates made by the Directors, which leads to a risk of misstatement. \n As a result of the level of judgement required, we have determined this to be a key audit matter. \n   \n \n \n Our work in this area included: \n ·      Obtaining evidence of ownership for investments in subsidiaries; \n ·      Reviewing management's position paper in respect of the recoverability of investment balances and providing appropriate challenge, corroborating any key assumptions used; \n ·      Reviewing investment balances for indicators of impairment in accordance with IAS 36; \n ·      Reviewing the value of investment balances against the value of the underlying assets, including reference to work performed in respect of the carrying value of exploration expenditure in accordance with IFRS 6 and intangible development assets in accordance with IAS 36; \n ·      Considering the appropriateness of the methodology applied by management in the assessment of the recoverable amount of intercompany loans, and the calculation of expected credit loss provisions against these balances, in accordance with the requirements of IFRS 9; and \n ·      Ensuring disclosures made in the financial statements in relation to critical accounting judgements are adequate. \n   \n \n \n \n \n Other information \n The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the Group and Parent Company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. \n \n   \n Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. \n We have nothing to report in this regard. \n Opinions on other matters prescribed by the Companies Act 2006 \n In our opinion, based on the work undertaken in the course of the audit: \n ·      the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and \n ·      the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. \n Matters on which we are required to report by exception \n In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. \n We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: \n ·      adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or \n ·      the Parent Company financial statements are not in agreement with the accounting records and returns; or \n ·      certain disclosures of directors' remuneration specified by law are not made; or \n ·      we have not received all the information and explanations we require for our audit. \n Responsibilities of directors \n As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the Group and Parent Company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. \n In preparing the Group and Parent Company financial statements, the directors are responsible for assessing the Group and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. \n Auditor's responsibilities for the audit of the financial statements \n Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. \n \n \n   \n   \n Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: \n ·      We obtained an understanding of the Group and Parent Company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through detailed discussions with management about and potential instances of non-compliance with laws and regulations both in the UK and in overseas subsidiaries. We also selected a specific audit team based on experience with auditing entities within this industry of a similar size. \n ·      We determined the principal laws and regulations relevant to the Group and Parent Company in this regard to be those arising from: \n o  Companies Act 2006; \n o  AIM Rules; \n o  Quoted Companies Alliance (QCA) Corporate Governance code; \n o  UK tax and employment law; \n o  Anti-bribery and money laundering regulations; and \n o  Local mining laws and regulations in Sweden, Finland and Kosovo. \n ·      We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Group and Parent Company with those laws and regulations. These procedures included, but were not limited to: \n o  Making enquiries of management; \n o  Reviewing legal and professional fees to understand the nature of the costs and the existence of any non-compliance with laws and regulations; and \n o  Reviewing minutes of meetings of those charged with governance and Regulatory News Service announcements. \n ·      We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the carrying value and assessment of impairment of intangible exploration assets, capitalisation and impairment of development expenditure and the valuation of investments and intercompany receivables. We addressed this by challenging the assumptions and judgements made by management in relation to this balance. The work performed on this area is disclosed above. \n ·      As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business; and reviewing significant transactions in the banks statements to identify potentially large or unusual transactions that do not appear to be in line with our understanding of business operations. \n Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. \n A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report. \n \n \n   \n   \n Use of our report \n This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. \n   \n   \n   \n   \n   \n Imogen Massey (Senior Statutory Auditor)                                                                                                            30 Churchill Place \n For and on behalf of PKF Littlejohn LLP                                                                                                                            Canary Wharf \n Statutory Auditor                                                                                                                                                             London E14 5RE \n 26 June 2026 \n \n \n   \n   \n CONSOLIDATED INCOME STATEMENT \n   \n \n \n \n \n \n \n \n \n \n \n 2025 \n \n \n \n \n \n (Restated) 1 \n 2024 \n \n \n \n \n \n \n \n Note \n \n \n £ \n \n \n \n \n \n £ \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Continuing operations \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Administrative expenses \n \n \n \n \n \n (1,563,475) \n \n \n \n \n \n (1,541,996) \n \n \n \n \n Impairment of exploration assets \n \n \n 5 \n \n \n (12,397) \n \n \n \n \n \n (72,563) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Operating loss from continuing operations \n \n \n \n \n \n (1,575,872) \n \n \n \n \n \n (1,614,559) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Finance costs \n \n \n 3 \n \n \n (60,766) \n \n \n \n \n \n (61,104) \n \n \n \n \n Finance income \n \n \n 3 \n \n \n 2,224 \n \n \n \n \n \n 3,404 \n \n \n \n \n Grant income \n \n \n 7 \n \n \n 177 \n \n \n \n \n \n 3,561 \n \n \n \n \n Fair value loss on listed investment \n \n \n 5 \n \n \n (1,500) \n \n \n \n \n \n (3,313) \n \n \n \n \n Loss on disposal of right of use asset \n \n \n \n \n \n (3,715) \n \n \n \n \n \n - \n \n \n \n \n Other income \n \n \n 4 \n \n \n 16,793 \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss before tax \n \n \n \n \n \n (1,622,659) \n \n \n \n \n \n (1,672,011) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Tax expense \n \n \n 6 \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss for the year from continuing operations \n \n \n \n \n \n (1,622,659) \n \n \n \n \n \n (1,672,011) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss from discontinued operations \n \n \n 26 \n \n \n (124,919) \n \n \n \n \n \n (116,997) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss for the year \n \n \n \n \n \n (1,747,578) \n \n \n \n \n \n (1,789,008) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss attributable to: \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Owners of the parent \n \n \n \n \n \n (1,747,578) \n \n \n \n \n \n (1,771,325) \n \n \n \n \n Non-controlling interests \n \n \n 16 \n \n \n - \n \n \n \n \n \n (17,683) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (1,747,578) \n \n \n \n \n \n (1,789,008) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss per share attributable to the ordinary equity holder of the parent: \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Continuing operations \n Basic and diluted (pence) \n \n \n 8 \n \n \n (3.10) \n \n \n \n \n \n (4.79) \n \n \n \n \n Discontinued operations \n Basic and diluted (pence) \n \n \n 8 \n \n \n (0.24) \n \n \n \n \n \n (0.34) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 1 The prior year figures have been restated for the discontinued operations, refer to Note 26 for further details.  \n   \n \n \n   \n CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME \n   \n \n \n \n \n \n \n \n \n \n \n   \n 2025 \n \n \n \n \n \n (Restated) 1 \n 2024 \n \n \n \n \n \n \n \n Note \n \n \n £ \n \n \n \n \n \n £ \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss for the year \n \n \n \n \n \n (1,747,578) \n \n \n \n \n \n (1,789,008) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Other comprehensive income \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Items that may be reclassified subsequently to profit or loss: \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Exchange gains/(losses) arising on translation of foreign operations \n \n \n \n \n \n 1,481,363 \n \n \n \n \n \n (958,163) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 1,481,363 \n \n \n \n \n \n (958,163) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total comprehensive loss \n \n \n \n \n \n (266,215) \n \n \n \n \n \n (2,747,171) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total comprehensive loss attributable to: \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Owners of the parent \n \n \n \n \n \n (266,215) \n \n \n \n \n \n (2,709,387) \n \n \n \n \n Non-controlling interests \n \n \n 16 \n \n \n - \n \n \n \n \n \n (37,784) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (266,215) \n \n \n \n \n \n (2,747,171) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n 1 The prior year figures have been restated for the discontinued operations, refer to Note 26 for further details.         \n \n \n   \n CONSOLIDATED STATEMENT OF FINANCIAL POSITION \n   \n \n \n \n \n Company Number 02330496 \n \n \n Note \n \n \n 2025 \n \n \n \n \n \n 2024 \n \n \n \n \n \n \n \n \n \n \n £ \n \n \n \n \n \n £ \n \n \n \n \n ASSETS \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n NON-CURRENT ASSETS \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Intangible assets \n \n \n 9 \n \n \n 15,373,303 \n \n \n \n \n \n 16,023,022 \n \n \n \n \n Property, plant and equipment \n \n \n 10 \n \n \n 824 \n \n \n \n \n \n 56,685 \n \n \n \n \n Right-of-use assets \n \n \n 13 \n \n \n 21,245 \n \n \n \n \n \n 48,333 \n \n \n \n \n Investments held at fair value through profit or loss \n \n \n 11 \n \n \n 1,750 \n \n \n \n \n \n 3,250 \n \n \n \n \n Loans and other financial assets \n \n \n 12 \n \n \n 2,784 \n \n \n \n \n \n 5,138 \n \n \n \n \n \n \n \n \n \n \n 15,399,906 \n \n \n \n \n \n 16,136,428 \n \n \n \n \n CURRENT ASSETS \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other receivables \n \n \n 14 \n \n \n 88,519 \n \n \n \n \n \n 192,512 \n \n \n \n \n Cash and cash equivalents \n \n \n 15 \n \n \n 329,647 \n \n \n \n \n \n 881,349 \n \n \n \n \n \n \n \n \n \n \n 418,166 \n \n \n \n \n \n 1,073,861 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Assets classified as held for sale \n \n \n 26 \n \n \n 3,600,177 \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n \n \n 4,018,343 \n \n \n \n \n \n 1,073,861 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n TOTAL ASSETS \n \n \n \n \n \n 19,418,249 \n \n \n \n \n \n 17,210,289 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n EQUITY \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n SHAREHOLDERS' EQUITY \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Share capital \n \n \n 17 \n \n \n 13,397,580 \n \n \n \n \n \n 12,356,927 \n \n \n \n \n Share premium \n \n \n 19 \n \n \n 30,627,454 \n \n \n \n \n \n 29,878,404 \n \n \n \n \n Capital contribution reserve \n \n \n 19 \n \n \n 46,451 \n \n \n \n \n \n 46,451 \n \n \n \n \n Share based payment reserve \n \n \n 19 \n \n \n 1,413,206 \n \n \n \n \n \n 1,124,131 \n \n \n \n \n Warrant reserve \n \n \n 19 \n \n \n 68,640 \n \n \n \n \n \n - \n \n \n \n \n Merger reserve \n \n \n 19 \n \n \n 425,497 \n \n \n \n \n \n 425,497 \n \n \n \n \n Translation reserve \n \n \n 19 \n \n \n (914,571) \n \n \n \n \n \n (2,395,934) \n \n \n \n \n Accumulated losses \n \n \n 19 \n \n \n (26,511,632) \n \n \n \n \n \n (24,764,054) \n \n \n \n \n \n \n \n \n \n \n 18,552,625 \n \n \n \n \n \n 16,671,422 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n TOTAL EQUITY \n \n \n \n \n \n 18,552,625 \n \n \n \n \n \n 16,671,422 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n LIABILITIES \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n CURRENT LIABILITIES \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other payables \n \n \n 20 \n \n \n 318,189 \n \n \n \n \n \n 508,124 \n \n \n \n \n Lease liabilities \n \n \n 21 \n \n \n 8,049 \n \n \n \n \n \n 20,727 \n \n \n \n \n Borrowings \n \n \n 22 \n \n \n 333,958 \n \n \n \n \n \n - \n \n \n \n \n Derivative financial liabilities \n \n \n 23 \n \n \n 88,996 \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n \n \n 749,192 \n \n \n \n \n \n 528,851 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Liabilities directly associated with assets held for sale \n \n \n 26 \n \n \n 107,149 \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n \n \n 856,341 \n \n \n \n \n \n 528,851 \n \n \n \n \n NON-CURRENT LIABILITIES \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Lease liabilities \n \n \n 21 \n \n \n 9,283 \n \n \n \n \n \n 10,016 \n \n \n \n \n \n \n \n \n \n \n 9,283 \n \n \n \n \n \n 10,016 \n \n \n \n \n TOTAL LIABILITIES \n \n \n   \n \n \n 865,624 \n \n \n \n \n \n 538,867 \n \n \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n TOTAL EQUITY AND LIABILITIES \n \n \n \n \n \n 19,418,249 \n \n \n \n \n \n 17,210,289 \n \n \n \n \n \n \n   \n   \n The financial statements were approved and authorised for issue by the Board of Directors on 26 June 2026 and were signed on its behalf by: \n   \n   \n   \n E Bowie - Director \n \n \n   \n COMPANY STATEMENT OF FINANCIAL POSITION \n   \n \n \n \n \n Company Number 02330496 \n \n \n Note \n \n \n 2025 \n \n \n \n \n \n 2024 \n \n \n \n \n \n \n \n \n \n \n £ \n \n \n \n \n \n £ \n \n \n \n \n ASSETS \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n NON-CURRENT ASSETS \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Property, plant and equipment \n \n \n 10 \n \n \n 542 \n \n \n \n \n \n 723 \n \n \n \n \n Investments in subsidiaries \n \n \n 11 \n \n \n 817,025 \n \n \n \n \n \n 4,093,692 \n \n \n \n \n Investments held at fair value through profit or loss \n \n \n 11 \n \n \n 1,750 \n \n \n \n \n \n 3,250 \n \n \n \n \n Loans and other financial assets \n \n \n 12 \n \n \n 16,187,149 \n \n \n \n \n \n 14,995,747 \n \n \n \n \n \n \n \n \n \n \n 17,006,466 \n \n \n \n \n \n 19,093,412 \n \n \n \n \n CURRENT ASSETS \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other receivables \n \n \n 14 \n \n \n 28,451 \n \n \n \n \n \n 20,150 \n \n \n \n \n Cash and cash equivalents \n \n \n 15 \n \n \n 235,652 \n \n \n \n \n \n 714,339 \n \n \n \n \n \n \n \n \n \n \n 264,103 \n \n \n \n \n \n 734,489 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Assets classified as held for sale \n \n \n 26 \n \n \n 3,493,028 \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n \n \n 3,757,131 \n \n \n \n \n \n 734,489 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n TOTAL ASSETS \n \n \n \n \n \n 20,763,597 \n \n \n \n \n \n 19,827,901 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n EQUITY \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n SHAREHOLDERS' EQUITY \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Share capital \n \n \n 17 \n \n \n 13,397,580 \n \n \n \n \n \n 12,356,927 \n \n \n \n \n Share premium \n \n \n 19 \n \n \n 30,627,454 \n \n \n \n \n \n 29,878,404 \n \n \n \n \n Capital contribution reserve \n \n \n 19 \n \n \n 46,451 \n \n \n \n \n \n 46,451 \n \n \n \n \n Share based payment reserve \n \n \n 19 \n \n \n 1,413,206 \n \n \n \n \n \n 1,124,131 \n \n \n \n \n Warrant reserve \n \n \n 19 \n \n \n 68,640 \n \n \n \n \n \n - \n \n \n \n \n Merger reserve \n \n \n 19 \n \n \n 425,497 \n \n \n \n \n \n 425,497 \n \n \n \n \n Accumulated losses \n \n \n 19 \n \n \n (25,813,182) \n \n \n \n \n \n (24,127,038) \n \n \n \n \n TOTAL EQUITY \n \n \n \n \n \n 20,165,646 \n \n \n \n \n \n 19,704,372 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n LIABILITIES \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n CURRENT LIABILITIES \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other payables \n \n \n 20 \n \n \n 174,997 \n \n \n \n \n \n 123,529 \n \n \n \n \n Borrowings \n \n \n 22 \n \n \n 333,958 \n \n \n \n \n \n - \n \n \n \n \n Derivative financial liabilities \n \n \n 23 \n \n \n 88,996 \n \n \n \n \n \n - \n \n \n \n \n TOTAL LIABILITIES \n \n \n \n \n \n 597,951 \n \n \n \n \n \n 123,529 \n \n \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n TOTAL EQUITY AND LIABILITIES \n \n \n \n \n \n 20,763,597 \n \n \n \n \n \n 19,827,901 \n \n \n \n \n   \n As permitted by Section 408 of the Companies Act 2006, the income statement of the parent Company is not presented as part of these financial statements. The parent Company's loss for the financial year was £1,686,144 (2024: loss of £1,956,618). \n   \n These financial statements were approved and authorised for issue by the Board of Directors on 26 June 2026 and were signed on its behalf by: \n   \n   \n   \n E Bowie - Director \n   \n \n \n \n CONSOLIDATED STATEMENT OF CHANGES IN EQUITY \n   \n \n \n \n \n \n \n \n Note \n \n \n Share capital \n £ \n \n \n   \n \n \n Share premium \n £ \n \n \n   \n \n \n Capital contribution reserve \n £ \n \n \n   \n \n \n Share based payment reserve \n £ \n \n \n   \n \n \n Merger reserve \n £ \n \n \n   \n \n \n   \n Warrant reserve \n £ \n \n \n   \n \n \n Translation reserve \n £ \n \n \n   \n \n \n Accumulated \n losses \n £ \n \n \n   \n \n \n Totals \n £ \n \n \n   \n \n \n Non - controlling interests \n £ \n \n \n   \n \n \n Total \n equity \n £ \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n At 1 January 2024 \n \n \n \n \n \n 11,571,875 \n \n \n \n \n \n 27,141,444 \n \n \n \n \n \n 46,451 \n \n \n \n \n \n 903,766 \n \n \n \n \n \n 137,700 \n \n \n \n \n \n - \n \n \n \n \n \n (1,457,872) \n \n \n \n \n \n (23,235,514) \n \n \n \n \n \n 15,107,850 \n \n \n \n \n \n 514,430 \n \n \n \n \n \n 15,622,280 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss for the year \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n (1,771,325) \n \n \n \n \n \n (1,771,325) \n \n \n \n \n \n (17,683) \n \n \n \n \n \n (1,789,008) \n \n \n \n \n Foreign exchange translation \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n (938,062) \n \n \n \n \n \n - \n \n \n \n \n \n (938,062) \n \n \n \n \n \n (20,101) \n \n \n \n \n \n (958,163) \n \n \n \n \n Total comprehensive income \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n (938,062) \n \n \n \n \n \n (1,771,325) \n \n \n \n \n \n (2,709,387) \n \n \n \n \n \n (37,784) \n \n \n \n \n \n (2,747,171) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Transactions with owners \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \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 Issue of share capital \n \n \n \n \n \n 732,725 \n \n \n \n \n \n 3,657,859 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 4,390,584 \n \n \n \n \n \n - \n \n \n \n \n \n 4,390,584 \n \n \n \n \n Cost of issue \n \n \n \n \n \n - \n \n \n \n \n \n (920,899) \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n (920,899) \n \n \n \n \n \n - \n \n \n \n \n \n (920,899) \n \n \n \n \n Issue of share capital for acquisition of NCI \n \n \n \n \n \n 52,327 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 287,797 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 340,124 \n \n \n \n \n \n - \n \n \n \n \n \n 340,124 \n \n \n \n \n Equity-settled share-based payment transactions \n \n \n 18 \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 326,628 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 326,628 \n \n \n \n \n \n - \n \n \n \n \n \n 326,628 \n \n \n \n \n Step up interest in subsidiary \n \n \n 10 \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 136,522 \n \n \n \n \n \n 136,522 \n \n \n \n \n \n (476,646) \n \n \n \n \n \n (340,124) \n \n \n \n \n Transfer on lapse of options \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n (106,263) \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n \n \n \n 106,263 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n Total transactions with owners \n \n \n \n \n \n 785,052 \n \n \n \n \n \n 2,736,960 \n \n \n \n \n \n - \n \n \n \n \n \n 220,365 \n \n \n \n \n \n 287,797 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 242,785 \n \n \n \n \n \n 4,272,959 \n \n \n \n \n \n (476,646) \n \n \n \n \n \n 3,796,313 \n \n \n \n \n At 31 December 2024 \n \n \n \n \n \n 12,356,927 \n \n \n \n \n \n 29,878,404 \n \n \n \n \n \n 46,451 \n \n \n \n \n \n 1,124,131 \n \n \n \n \n \n 425,497 \n \n \n \n \n \n - \n \n \n \n \n \n (2,395,934) \n \n \n \n \n \n (24,764,054) \n \n \n \n \n \n 16,671,422 \n \n \n \n \n \n - \n \n \n \n \n \n 16,671,422 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss for the year \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n (1,747,578) \n \n \n \n \n \n (1,747,578) \n \n \n \n \n \n - \n \n \n \n \n \n (1,747,578) \n \n \n \n \n Foreign exchange translation \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 1,481,363 \n \n \n \n \n \n - \n \n \n \n \n \n 1,481,363 \n \n \n \n \n \n - \n \n \n \n \n \n 1,481,363 \n \n \n \n \n Total comprehensive income \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 1,481,363 \n \n \n \n \n \n (1,747,578) \n \n \n \n \n \n (266,215) \n \n \n \n \n \n - \n \n \n \n \n \n (266,215) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Transactions with owners \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \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 Issue of share capital \n \n \n \n \n \n 1,040,653 \n \n \n \n \n \n 1,123,738 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 2,164,391 \n \n \n \n \n \n - \n \n \n \n \n \n 2,164,391 \n \n \n \n \n Cost of issue \n \n \n \n \n \n - \n \n \n \n \n \n (374,688) \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n (374,688) \n \n \n \n \n \n - \n \n \n \n \n \n (374,688) \n \n \n \n \n Equity-settled share-based payment transactions \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 289,075 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 289,075 \n \n \n \n \n \n - \n \n \n \n \n \n 289,075 \n \n \n \n \n Issue of warrants arising from convertible loan note issue \n \n \n 23 \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 68,640 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 68,640 \n \n \n \n \n \n - \n \n \n \n \n \n 68,640 \n \n \n \n \n Total transactions with owners \n \n \n \n \n \n 1,040,653 \n \n \n \n \n \n 749,050 \n \n \n \n \n \n - \n \n \n \n \n \n 289,075 \n \n \n \n \n \n - \n \n \n \n \n \n 68,640 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 2,147,418 \n \n \n \n \n \n - \n \n \n \n \n \n 2,147,418 \n \n \n \n \n At 31 December 2025 \n \n \n \n \n \n 13,397,580 \n \n \n \n \n \n 30,627,454 \n \n \n \n \n \n 46,451 \n \n \n \n \n \n 1,413,206 \n \n \n \n \n \n 425,497 \n \n \n \n \n \n 68,640 \n \n \n \n \n \n (914,571) \n \n \n \n \n \n (26,511,632) \n \n \n \n \n \n 18,552,625 \n \n \n \n \n \n - \n \n \n \n \n \n 18,552,625 \n \n \n \n \n   \n The nature and purpose of the reserves are detailed in Note 19. \n \n \n   \n COMPANY STATEMENT OF CHANGES IN EQUITY \n   \n \n \n \n \n \n \n \n   \n   \n Note \n \n \n Share capital \n £ \n \n \n   \n \n \n Share premium \n £ \n \n \n   \n \n \n Capital contribution reserve \n £ \n \n \n   \n \n \n Share based payment reserve \n £ \n \n \n   \n \n \n Merger reserve \n £ \n \n \n   \n \n \n Warrant reserve \n £ \n \n \n   \n \n \n Accumulated losses \n £ \n \n \n   \n \n \n Total \n £ \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n At 1 January 2024 \n \n \n \n \n \n 11,571,875 \n \n \n \n \n \n 27,141,444 \n \n \n \n \n \n 46,451 \n \n \n \n \n \n 903,766 \n \n \n \n \n \n 137,700 \n \n \n \n \n \n - \n \n \n   \n \n \n (22,276,683) \n \n \n \n \n \n 17,524,553 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n - \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss for the year \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n   \n \n \n (1,956,618) \n \n \n \n \n \n (1,956,618) \n \n \n \n \n Total comprehensive income \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n (1,956,618) \n \n \n \n \n \n (1,956,618) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Transactions with owners \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Issue of share capital \n \n \n \n \n \n 732,725 \n \n \n \n \n \n 3,657,859 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n   \n \n \n - \n \n \n \n \n \n 4,390,584 \n \n \n \n \n Cost of issue \n \n \n \n \n \n - \n \n \n \n \n \n (920,899) \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n \n \n \n \n \n \n (920,899) \n \n \n \n \n Issue of share capital for acquisition of NCI \n \n \n \n \n \n 52,327 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 287,797 \n \n \n \n \n \n - \n \n \n   \n \n \n \n \n \n \n \n \n 340,124 \n \n \n \n \n Equity-settled share-based payment transactions \n \n \n 18 \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 326,628 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n \n \n \n \n \n \n 326,628 \n \n \n \n \n Transfer on lapse of options \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n (106,263) \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n 106,263 \n \n \n \n \n \n - \n \n \n \n \n Total transactions with owners \n \n \n \n \n \n 785,052 \n \n \n \n \n \n 2,736,960 \n \n \n \n \n \n - \n \n \n \n \n \n 220,365 \n \n \n \n \n \n 287,797 \n \n \n \n \n \n - \n \n \n   \n \n \n 106,263 \n \n \n \n \n \n 4,136,437 \n \n \n \n \n At 31 December 2024 \n \n \n \n \n \n 12,356,927 \n \n \n \n \n \n 29,878,404 \n \n \n \n \n \n 46,451 \n \n \n \n \n \n 1,124,131 \n \n \n \n \n \n 425,497 \n \n \n \n \n \n - \n \n \n   \n \n \n (24,127,038) \n \n \n \n \n \n 19,704,372 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss for the year \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n (1,686,144) \n \n \n \n \n \n (1,686,144) \n \n \n \n \n Total comprehensive income \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n (1,686,144) \n \n \n \n \n \n (1,686,144) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Transactions with owners \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Issue of share capital \n \n \n \n \n \n 1,040,653 \n \n \n \n \n \n 1,123,738 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n \n 2,164,391 \n \n \n \n \n Cost of issue \n \n \n \n \n \n - \n \n \n \n \n \n (374,688) \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n \n (374,688) \n \n \n \n \n Equity-settled share-based payment transactions \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 289,075 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n \n 289,075 \n \n \n \n \n Issue of warrants arising from convertible loan note issue \n \n \n 23 \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 68,640 \n \n \n   \n \n \n - \n \n \n \n \n \n 68,640 \n \n \n \n \n Total transactions with owners \n \n \n \n \n \n 1,040,653 \n \n \n \n \n \n 749,050 \n \n \n \n \n \n - \n \n \n \n \n \n 289,075 \n \n \n \n \n \n - \n \n \n \n \n \n 68,640 \n \n \n   \n \n \n - \n \n \n \n \n \n 2,147,418 \n \n \n \n \n At 31 December 2025 \n \n \n \n \n \n 13,397,580 \n \n \n \n \n \n 30,627,454 \n \n \n \n \n \n 46,451 \n \n \n \n \n \n 1,413,206 \n \n \n \n \n \n 425,497 \n \n \n \n \n \n 68,640 \n \n \n   \n \n \n (25,813,182) \n \n \n \n \n \n 20,165,646 \n \n \n \n \n   \n The nature and purpose of the reserves are detailed in Note 19. \n   \n   \n \n \n \n CONSOLIDATED STATEMENT OF CASH FLOWS \n   \n \n \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 Note \n \n \n £ \n \n \n \n \n \n £ \n \n \n \n \n Cash flows from operating activities \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss before income tax \n \n \n 8 \n \n \n (1,747,578) \n \n \n \n \n \n (1,789,008) \n \n \n \n \n Depreciation of property, plant and equipment \n \n \n 10 \n \n \n 24,681 \n \n \n \n \n \n 26,127 \n \n \n \n \n Amortisation of right-of-use assets \n \n \n 13 \n \n \n 44,112 \n \n \n \n \n \n 37,205 \n \n \n \n \n Equity-settled share-based transactions \n \n \n 18 \n \n \n 286,364 \n \n \n \n \n \n 326,628 \n \n \n \n \n Impairment of exploration costs \n \n \n 9 \n \n \n 12,397 \n \n \n \n \n \n 72,563 \n \n \n \n \n Loss on disposal of property, plant and equipment \n \n \n 10 \n \n \n - \n \n \n \n \n \n 778 \n \n \n \n \n Gain on disposal of right of use assets \n \n \n 13 \n \n \n 3,826 \n \n \n \n \n \n - \n \n \n \n \n Impairment of disposal groups held for sale \n \n \n 26 \n \n \n 32,423 \n \n \n \n \n \n - \n \n \n \n \n Finance income \n \n \n 27 \n \n \n (2,224) \n \n \n \n \n \n (3,404) \n \n \n \n \n Finance cost \n \n \n 27 \n \n \n 61,625 \n \n \n \n \n \n 61,334 \n \n \n \n \n Fair value loss on listed investment \n \n \n 11 \n \n \n 1,500 \n \n \n \n \n \n 3,313 \n \n \n \n \n Impairment of fixed financial assets \n \n \n 12 \n \n \n 2,523 \n \n \n \n \n \n - \n \n \n \n \n Unrealised foreign exchange (losses)/gains \n \n \n \n \n \n (10,202) \n \n \n \n \n \n 102,813 \n \n \n \n \n \n \n \n \n \n \n (1,290,553) \n \n \n \n \n \n (1,161,651) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Increase in trade and other receivables \n \n \n 14 \n \n \n 95,144 \n \n \n \n \n \n (39,177) \n \n \n \n \n (Decrease)/increase in trade and other payables \n \n \n 20 \n \n \n (110,175) \n \n \n \n \n \n 8,545 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash used in operating activities \n \n \n \n \n \n (1,305,584) \n \n \n \n \n \n (1,192,283) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash flows from investing activities \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Purchase of intangible assets \n \n \n 9 \n \n \n (1,484,938) \n \n \n \n \n \n (2,265,113) \n \n \n \n \n Initial payments for right of use assets \n \n \n 13 \n \n \n (3,792) \n \n \n \n \n \n (6,108) \n \n \n \n \n Grant receipt \n \n \n 9 \n \n \n 12,750 \n \n \n \n \n \n 152,941 \n \n \n \n \n Interest received \n \n \n 3 \n \n \n 2,224 \n \n \n \n \n \n 3,404 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash used in investing activities \n \n \n \n \n \n (1,473,756) \n \n \n \n \n \n (2,114,876) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash flows from financing activities \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Proceeds from issue of shares \n \n \n 17 \n \n \n 1,999,142 \n \n \n \n \n \n 4,246,105 \n \n \n \n \n Payment of share issue costs \n \n \n 17 \n \n \n (209,437) \n \n \n \n \n \n (776,421) \n \n \n \n \n Lease principal \n \n \n 21 \n \n \n (28,799) \n \n \n \n \n \n (24,945) \n \n \n \n \n Lease interest paid \n \n \n 21 \n \n \n (2,774) \n \n \n \n \n \n (2,187) \n \n \n \n \n Proceeds from borrowings, net of issue costs \n \n \n 22 \n \n \n 742,795 \n \n \n \n \n \n 723,881 \n \n \n \n \n Repayment of loan principal \n \n \n 22 \n \n \n (711,725) \n \n \n \n \n \n (699,172) \n \n \n \n \n Interest paid \n \n \n 21 \n \n \n (52,251) \n \n \n \n \n \n (59,147) \n \n \n \n \n Proceeds from issue of convertible loan notes, net of issue costs \n \n \n 23 \n \n \n 484,994 \n \n \n \n \n \n - \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash generated from financing activities \n \n \n \n \n \n 2,221,945 \n \n \n \n \n \n 3,408,114 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (Decrease)/increase in cash and cash equivalents \n \n \n \n \n \n (557,395) \n \n \n \n \n \n 100,955 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash and cash equivalents at beginning of year \n \n \n \n \n \n 881,349 \n \n \n \n \n \n 905,555 \n \n \n \n \n Effect of foreign exchange rate changes \n \n \n \n \n \n 5,693 \n \n \n \n \n \n (125,162) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash and cash equivalents at end of year \n \n \n   \n \n \n 329,647 \n \n \n \n \n \n 881,349 \n \n \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Major non-cash transactions \n The issue of shares and related costs included non-cash transactions, further details are included in note 17. \n   \n There were no other major non-cash transactions during the year. \n   \n   \n \n \n   \n COMPANY STATEMENT OF CASH FLOWS \n   \n \n \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 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Note \n \n \n £ \n \n \n \n \n \n £ \n \n \n \n \n Cash flows from operating activities \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss before income tax \n \n \n \n \n \n (1,686,144) \n \n \n \n \n \n (1,956,618) \n \n \n \n \n Expected credit losses \n \n \n 12 \n \n \n 326,919 \n \n \n \n \n \n 467,651 \n \n \n \n \n Equity-settled share-based transactions \n \n \n 18 \n \n \n 191,924 \n \n \n \n \n \n 202,611 \n \n \n \n \n Depreciation of property, plant and equipment \n \n \n 10 \n \n \n 181 \n \n \n \n \n \n 241 \n \n \n \n \n Impairment of investments in subsidiaries \n \n \n 11 \n \n \n - \n \n \n \n \n \n 331,764 \n \n \n \n \n Impairment of assets held for sale \n \n \n 26 \n \n \n 245,231 \n \n \n \n \n \n - \n \n \n \n \n Finance income \n \n \n 3 \n \n \n (2,128) \n \n \n \n \n \n (3,207) \n \n \n \n \n Finance cost \n \n \n 3 \n \n \n 58,686 \n \n \n \n \n \n 59,147 \n \n \n \n \n Fair value loss on listed investment \n \n \n 11 \n \n \n 1,500 \n \n \n \n \n \n 3,313 \n \n \n \n \n Unrealised foreign exchange (gains)/losses \n \n \n \n \n \n (22,432) \n \n \n \n \n \n 102,813 \n \n \n \n \n \n \n \n \n \n \n (886,263) \n \n \n \n \n \n (792,285) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (Increase)/decrease in trade and other receivables \n \n \n \n \n \n (8,303) \n \n \n \n \n \n 29,007 \n \n \n \n \n Increase/(decrease) in trade and other payables \n \n \n \n \n \n 51,469 \n \n \n \n \n \n (4,689) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash used in operating activities \n \n \n \n \n \n (843,097) \n \n \n \n \n \n (767,967) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash flows from investing activities \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loans to subsidiaries \n \n \n 12 \n \n \n (1,882,762) \n \n \n \n \n \n (2,633,108) \n \n \n \n \n Interest received \n \n \n \n \n \n 2,128 \n \n \n \n \n \n 3,207 \n \n \n \n \n Net cash used in investing activities \n \n \n \n \n \n (1,880,634) \n \n \n \n \n \n (2,629,901) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash flows from financing activities \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Proceeds from issue of shares \n \n \n 17 \n \n \n 1,999,142 \n \n \n \n \n \n 4,246,105 \n \n \n \n \n Payment of share issue costs \n \n \n 17 \n \n \n (209,437) \n \n \n \n \n \n (776,421) \n \n \n \n \n Proceeds from borrowings, net of issue costs \n \n \n 22 \n \n \n 742,795 \n \n \n \n \n \n 723,881 \n \n \n \n \n Repayment of loan principal \n \n \n 21 \n \n \n (711,725) \n \n \n \n \n \n (699,172) \n \n \n \n \n Interest paid \n \n \n 21 \n \n \n (52,086) \n \n \n \n \n \n (59,147) \n \n \n \n \n Proceeds from issue of convertible loan notes, net of issue costs \n \n \n 23 \n \n \n 484,994 \n \n \n \n \n \n - \n \n \n \n \n Net cash generated from financing activities \n \n \n \n \n \n 2,253,683 \n \n \n \n \n \n 3,435,246 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (Decrease)/increase in cash and cash equivalents \n \n \n   \n \n \n (470,048) \n \n \n \n \n \n 37,378 \n \n \n \n \n Cash and cash equivalents at beginning of year \n \n \n \n \n \n 714,339 \n \n \n \n \n \n 794,909 \n \n \n \n \n Effect of foreign exchange rate changes \n \n \n \n \n \n (8,639) \n \n \n \n \n \n (117,948) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash and cash equivalents at end of year \n \n \n   \n \n \n 235,652 \n \n \n \n \n \n 714,339 \n \n \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Major non-cash transactions \n There were no major non-cash transactions other than those disclosed in the consolidated statement of cash flows. \n   \n   \n   \n   \n \n NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS \n   \n 1.    Material accounting policy information \n   \n Nature of operations \n Beowulf Mining plc (the \"Company\") is domiciled in England. The Company's registered office is 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT. These consolidated financial statements comprise the Company and its subsidiaries (collectively the \"Group\" and individually \"Group companies\"). The Group is engaged in the acquisition, exploration and evaluation of natural resources assets and has not yet generated revenues. \n   \n The principal accounting policies applied in the preparation of these consolidated financial statements are set out below: \n   \n Going concern \n As at 31 December 2025, the Group had a cash balance of £0.33 million (2024: £0.88 million) and the Company had a cash balance of £0.24 million (2024: 0.71 million). \n   \n On 21 March 2025, in conjunction with the Company's right issue, the Company entered into a short-term bridging loan of SEK 10 million (approx. £0.74 million) with the underwriters of the rights issue to ensure that the Company had sufficient financial resources to continue advancing its projects ahead of the right issue being finalised (see Note 22). The bridging loan accrued interest of 1.5% per 30-day period and was repaid using part of the proceeds from the capital raise, noted below. \n   \n On 8 May 2025, the Company announced the completion of the capital raise with a total of £2.2 million (SEK 28.1 million) gross raised to fund the continued development of the Company's assets. The net funds raised after the loan repayment and share issue transaction costs are £1.25 million (see Note 17). \n   \n The Company announced in November 2025 that it received a non-binding offer for the purchase of Vardar and was seeking to secure a Business Finland loan and raise equity at the Grafintec level. The Company secured the £500,000 convertible loan note on 22 December 2025 to provide short-term working capital to provide time for the sale of Vardar to proceed. Under the convertible loan note agreement, any outstanding balance is repayable in December 2026. However, at the date of this report, the sale had not been concluded and remains non-binding. Grafintec has been informed that its initial application for the Research, Development and Piloting Loan had been unsuccessful due primarily to the Company failing an eligibility criterion. The Business Finland project team commended the loan application and recommended that, following resolution of the eligibility criterion, Grafintec reapply for the Research, Development and Piloting loan scheme, which is the Board's intention. \n   \n Following the year end, the Company announced on 12 June 2026, that it had entered into a binding agreement to raise a total of £3.7 million by way of a strategic investment from a consortium led by Bacchus Capital as part of total capital raise £4.3 million. The funding remains subject to a number of conditions and approvals including the Takeover Panel granting a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code that would otherwise arise under Rule 9 of the Takeover Code for the Bacchus Capital and its Affiliates to make a mandatory offer for the entire issued and to be issued share capital of the Company as a result of the issue of the shares pursuant to the proposed strategic investment, subject to the approval of independent shareholders (\"Rule 9 Waiver\"); independent shareholder approval of the Rule 9 Waiver; the passing of resolutions necessary to enable the issue of the new shares, to effect a capital reorganisation and the settlement with the Convertible Loan Noteholder, conduct a share split to reduce the nominal value of the Ordinary Shares (\"Capital Reorganisation\"); and regulatory approvals including Foreign Direct Investment (\"FDI\") approvals in Sweden. The Company expects these approvals, which are primarily administrative in nature, to be granted and allow for completion of the strategic investment and financing around the end of July 2026. \n   \n In addition to this long-term funding, the Company secured interim financing for the period in which approvals are sought. Bacchus Capital and a third-party investor have acquired in total: a 2.25% royalty over the Company's Finnish assets for US$200,000 (approx. £149,231) pursuant to two royalty agreements dated 5 June 2026. The Company has an option to repurchase 50% of the Finnish royalties for a total of US$3.0 million (approx. £2.2 million). \n \n \n   \n   \n In addition, Bacchus Capital has acquired a 2.25% royalty over the Company's Swedish assets for US$100,000 (approx. £74,615), pursuant to a royalty agreement dated 5 June 2026. The Company has the option to repurchase and cancel the Swedish royalty for i) a payment of US$115,000 (approx. £85,767) cash for a period of 30 days after the completion of the proposed strategic investment or, ii) after the 30 day period for a payment US$3.0 million (approx. £2.2 million). \n   \n The strategic investment remains subject to various approvals which indicate the existence of a material uncertainty, which may cast significant doubt over the Group's and the Company's ability to continue as going concerns and therefore, the Group and the Company may be unable to realise their assets and discharge their liabilities in the normal course of business. The Directors have a reasonable expectation that the funding will be forthcoming based on the advanced discussions and their past experience, and therefore believe that the going concern basis of preparation is deemed appropriate and as such the financial statements have been prepared on a going concern basis.  The financial statements do not include any adjustments that would result if the Group and the Company were unable to continue as going concern. \n   \n Basis of preparation \n The consolidated and individual Company financial statements have been prepared in accordance with UK adopted international accounting standards. The policies have been consistently applied to both the parent Company and Group. The financial statements are presented in GB Pounds Sterling. They are prepared on the historical cost basis or the fair value basis where the fair valuing of relevant assets and liabilities has been applied. \n   \n Merger relief under s612 of the Companies Act 2006 removes the requirement to credit the share premium account and where the conditions are met, the relief must be applied. However, it allows the investment to be accounted for at the nominal value of the shares issued or the fair value of the consideration. Where the investment is to be recorded at fair value, then the credit will be to the merger relief reserve. \n   \n The conditions to qualify for merger relief are: \n ·      the consideration for shares in another company includes issued shares; \n ·      on completion of the transaction, the company issuing the shares will have secured at least a 90% equity holding in the other company. \n   \n Merger relief was applied in acquisition of Grafintec and Vardar, in which the Company obtained 100% of the share capital of Grafintec and Vardar for shares issued by the Company. Further details of these acquisitions are outlined in Note 11. \n   \n New standards, amendments and interpretations \n Standards and interpretations adopted during the year \n   \n There were no new standards, amendments and interpretations that are effective for the first time for periods beginning on 1 January 2025 that had a material effect on the Group and Company annual report and accounts. \n   \n Standards, amendments and interpretations that are not yet effective \n   \n There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. \n   \n The following amendments are effective for the period beginning 1 January 2026: \n   \n ·      Amendments to IFRS 9 Financial Instruments (Amendments to the Classification and Measurement of Financial Instruments) \n ·      Annual Improvement to IFRS Accounting Standards - Volume 11 \n   \n \n \n   \n   \n The following amendments are effective for the period beginning 1 January 2027: \n   \n ·      IFRS 18 Presentation and Disclosure in Financial Statements \n   \n Beowulf Mining Plc is currently assessing the impact of these new accounting standards and amendments. \n   \n Significant accounting judgements, estimates and assumptions \n The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for income and expenses during the year and the amounts reported for assets and liabilities at the balance sheet date. However, the nature of estimation means that the actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the revision is made. \n   \n Sources of estimation and uncertainty \n Exploration assets \n The Pitkäjärvi licence was renewed in 2021 and expired on 26 April 2024, with a further extension granted on 26 June 2024. However, this was appealed, but on 9 April 2025, the Eastern Finland Administrative Court rejected the appeal. No further appeals have been received and therefore the permit became legally binding for 3 years effective from 17 May 2025. \n   \n The Board has considered the impairment indicators as outlined in the Group's accounting policies, and having done so, is of the opinion that no impairment provisions are required for Group's main assets, Kallak and Aitolampi. \n   \n The Pirttikoski exploration reservation expired during 2025. Grafintec made the decision not to apply for an exploration license within the Pirttikoski reservation area, and as such, all exploration costs of £12,397 were fully written off (see Note 9). \n   \n Development costs \n Expenditure incurred on internal development projects is capitalised as an intangible asset in accordance with IAS 38 to the extent that the technical, commercial and financial feasibility can be demonstrated by the Group. The Group have assessed that the GAMP project reached the development phase following the completion of the Coating PFS in July 2023, and therefore all costs have been capitalised from this date. Management consider the carrying amount to be less than recoverable amount of the asset and therefore no impairment is considered necessary. \n   \n Valuation of share-based payments \n Accounting for all equity-settled share-based payment awards required the use of valuation models to estimate the future share price performance of the Company. These models require the Directors to make assumptions regarding the share price volatility, risk free rate and expected life of awards in order to determine the fair values of the awards at grant date (see Note 18). \n   \n Convertible loan notes \n The measurement of the embedded derivative in the convertible loan issued during the year requires the use of valuation models that require a number of subjective assumptions and estimates that may have a material impact on the financial statements (see accounting policy below and Note 23). \n   \n \n \n \n   \n Expected credit losses \n The Company, in applying the ECL model under IFRS 9, must make assumptions when implementing the forward-looking ECL model. This model is required to be used to assess the intercompany loans receivable from subsidiaries for impairment. \n   \n Estimations were made regarding the credit risk of the counterparty and the underlying probability of default in each of the credit loss scenarios. The scenarios identified by management included Production, Divestment, Fire-sale and Failure. These scenarios considered technical data, necessary licences to be awarded, the Company's ability to raise finance, and ability to sell the project. A reasonable change in the probability weightings of both the downside scenarios of failure and fire-sale of 3% would result in further impairment of £691,489 (2024: £923,585). \n   \n Basis of consolidation \n (i)            Subsidiaries and acquisitions \n The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (and its subsidiaries) made up to 31 December each year. Control is recognised where an investor is exposed, or has rights, to variable returns from its investment with the investee, and has the ability to affect these returns through its power over the investee. \n   \n The results of subsidiaries acquired or disposed of during the year are included in the statement of comprehensive income from the effective date of acquisition, or up to the effective date of disposal, as appropriate. \n   \n Non-controlling interests in subsidiaries are presented separately from the equity attributable to equity owners of the parent Company. When changes in ownership in a subsidiary do not result in a loss of control, the non-controlling shareholders' interests are initially measured at the non-controlling interests' proportionate share of the subsidiaries net assets. Subsequent to this, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. When the subsidiary is fully consolidated, the difference of the carrying amount of the non-controlling interest and the consideration paid is recognised directly in equity, attributable to the parent (Refer to Note 16). Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. \n   \n (ii)           Transactions eliminated on consolidation \n Intra-Group balances and any unrealised gains and losses or income and expenses arising from intra-Group transactions are eliminated in preparing the consolidated financial statements. \n   \n Intangible assets - exploration costs \n All costs incurred prior to the application for the legal right to undertake exploration and evaluation activities on a project are expensed as incurred. Each asset is evaluated annually at 31 December, to determine whether there are any indications that impairment exists. \n   \n Exploration and evaluation costs arising following the application and granting of the legal right, are capitalised on a project-by-project basis, pending determination of the technical feasibility and commercial viability of the project.  Costs incurred include appropriate employee costs and costs pertaining to technical and administrative overheads. \n   \n Exploration and evaluation activities include: \n              •       researching and analysing historical exploration data; \n              •       gathering exploration data through topographical, geochemical and geophysical studies; \n              •       exploratory drilling, trenching and sampling; \n              •       determining and examining the volume and grade of the resource; \n •       surveying transportation and infrastructure requirements; and \n              •       conducting market and finance studies. \n   \n Administration costs that are not directly attributable to a specific exploration area are expensed as incurred. \n   \n Exploration costs are carried at historical cost less any impairment losses recognised. When a project is deemed to no longer have commercially viable prospects to the Group, exploration costs in respect of that project are deemed to be impaired and written off to the statement of comprehensive income. Once the decision for investment is taken, the assets will be assessed for impairment and to the extent that these are not impaired, will be classified as development assets. From the point that production commences these assets will be depreciated.  \n   \n Intangible assets - capitalised development costs \n Development costs that are directly attributable to the GAMP project are recognised as intangible assets where the following criteria are met: \n   \n ·      it is technically feasible to complete the intangible asset so that it will be available for use; \n ·      management intends to complete the intangible asset and use or sell it; \n ·      there is an ability to use or sell the intangible asset; \n ·      it can be demonstrated how the intangible asset will generate probable future economic benefits; \n ·      adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and \n ·      the expenditure attributable to the intangible asset during its development can be reliably measured. \n   \n Directly attributable costs that are capitalised as part of intangible assets include employee costs and an appropriate portion of relevant overheads. \n   \n Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. \n   \n Impairment \n Exploration assets \n Whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable an asset is reviewed for impairment. An asset's carrying value is written down to its estimated recoverable amount (being the higher of the fair value less costs to sell and value in use) if that is less than the asset's carrying amount. \n   \n Impairment reviews for exploration costs are carried out on a project-by-project basis, with each project representing a potential single cash generating unit. An impairment review is undertaken when indicators of impairment arise such as: \n   \n (i)      unexpected geological occurrences that render the resource uneconomic; \n (ii)     title to the asset is compromised; \n (iii)    variations in mineral prices that render the project uneconomic; \n (iv)    substantive expenditure on further exploration and evaluation of mineral resources is neither budgeted nor planned; \n (v)     a material uncertainty regarding the availability of funding, to continue planned exploration and evaluation activities; and \n (vi)    the period for which the Group has the right to explore has expired and is not expected to be renewed. \n \n \n \n   \n Development costs \n Capitalised development costs are reviewed for impairment where there is an indication that the asset may be impaired. Impairment indicators include internal and external sources of information. \n   \n Property, plant and equipment \n Items of property, plant and equipment are stated at historical cost less accumulated depreciation. \n   \n Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. \n \n \n \n \n \n \n \n Office equipment \n \n \n -  \n \n \n 25 per cent on reducing balance \n \n \n \n \n \n \n \n Computer equipment \n \n \n - \n \n \n 25 per cent on reducing balance \n \n \n \n \n \n \n \n Motor vehicles \n \n \n -  \n \n \n 20 per cent on reducing balance \n \n \n \n \n \n \n \n Machinery and equipment \n \n \n -  \n \n \n 20 to 25 per cent on reducing balance \n \n \n \n \n   \n The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. \n   \n Leased assets \n When entering into a contract, the Group assesses whether or not a lease exists. A lease exists if a contract conveys a right to control the use of an identified asset under a period of time in exchange for consideration. Leases of low value items and short-term leases (leases of less than 12 months at the commencement date) are charged to the profit or loss on a straight-line basis over the lease term in administrative expenses. \n   \n The Group recognises right-of-use assets at cost and lease liabilities at the lease commencement date based on the present value of future lease payments. The right-of-use assets are amortised on a straight-line basis over the length of the lease term. The lease liabilities are recognised at amortised cost using the effective interest rate method. Discount rates used reflect the incremental borrowing rate specific to the lease. \n   \n Investments in subsidiaries \n Investments in subsidiary undertakings are stated at cost less provision for any impairment in value. \n   \n Cash and cash equivalents \n Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short term highly liquid investments with original maturities of three months or less. \n   \n Financial assets \n The Group classifies its financial assets at amortised cost and at fair value through profit or loss.  Management determines the classification of its financial assets at initial recognition. \n Amortised cost \n The Group's financial assets held at amortised cost comprise trade and other receivables, cash and cash equivalents and loans and other financial assets in the consolidated statement of financial position. \n   \n These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through financial assets where the objective is to hold their assets in order to collect contractual cash flows and the contractual cash flows are solely payments of the principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. \n   \n \n \n   \n   \n Expected credit loss provisions for other receivables are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. \n   \n Fair value through profit or loss \n   \n The Group's financial assets held at fair value through prof...

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