Registered in BVI 2067083

 

 

14 April 2026

 

ACG METALS LIMITED

Full Year 2025 Results

ACG Metals Reports Robust Margins and Strong Cash Generation in FY2025

ACG Metals Limited ("ACG" or the "Company") is pleased to announce the release of its Annual Financial Statements and Report for the period ended 31 December, 2025, approved by the Board of Directors on 13 April, 2026.

ACG's full set of financial results can be accessed in our Annual Report published on: https://acgmetals.com/annual-report-2025

Artem Volynets (Chairman and CEO) and Patrick Henze (CFO) will provide a live presentation via Investor Meet Company on 14 April 2026, at 13:00 BST. To attend, investors can join via this link: https://www.investormeetcompany.com/acg-metals-limited/register-investor

 

Artem Volynets, Chairman and Chief Executive Officer of ACG, said:

"2025 was a year of strong execution for ACG, with consistent operational delivery, ongoing optimisation across the business and robust financial performance. A disciplined, safety‑led operating culture and a continued focus on cost control underpinned strong margins and high levels of cash generation, while enabling us to advance the expansion of copper sulphide production at the at the Gediktepe mine in Turkey, on time and on budget.

Looking ahead, our focus remains on operational excellence, disciplined project delivery and prudent capital allocation. The planned transition to copper production in the middle of 2026 represents an exciting and transformational next phase for the Company, and the progress achieved in 2025 provides strong confidence in our ability to deliver this transition and create long‑term shareholder value."

 

FY2025 Highlights

Strategic Milestones

·    Safety performance remained a core priority, with an LTIF of 0.66 achieved across approximately 1.6 million hours worked

·    Delivered FY2025 AuEq production of 39.2 koz; 3% above the top end of revised guidance (c.17% above original guidance)

·    Strong operational execution delivered an 18% reduction in C1 cash costs to US$499 per ounce AuEq, strengthening margins

·    Gediktepe Sulphide Expansion Project advanced on schedule and within budget, positioning the group for first copper and zinc concentrate production in mid‑2026

·    Enriched Ore Treatment Project progressed, enhancing near‑term value generation from existing enriched ore and stockpiles.

·    Adjusted EBITDA of US$76.3 million generated for the year; reported net loss of US$43 million driven by non‑cash accounting fair value adjustments of US$81.7 million related to significant warrant price increases and upwards movements in the copper price.

·    Ended FY2025 with net debt of US$55 million¹, reflecting disciplined capital allocation and active balance sheet management.

·    Optimised Gediktepe royalty terms effective 1 January 2026 to support the copper transition, reducing oxide royalty from 10% to 2.25%, increasing sulphide royalty from 2% to 2.25%, and eliminating $6 million of sulphide commissioning milestone payments.

·    Commenced trading on the OTCQX Market in September 2025, broadening access for U.S. investors and supporting improved secondary market liquidity.

·    Appointed Peter Carter as Chief Operating Officer in June 2025, bringing additional operating depth to support production growth and asset optimisation.

 

Full-Year 2025 Gediktepe Mine Operating Performance

Operating KPI		FY 2025	FY 20242
Safety	LTIF	0.66	-
Ore Processed	t	354,472	801,600
Average Gold Grade	g/t	2.56	2.53
Average Silver Grade	g/t	94	71.8
Gold Equivalent Production	oz	39,188	55,374
Gold Sales	oz	32,884	49,165
Silver Sales	oz	570,870	670,130
Gold Equivalent Sales	oz	39,416	57,072
Realised Gold Price	$/oz	3,321	2,387
Realised Silver Price	$/oz	37.69	28.56
C1 Cash Costs	$/oz AuEq	499	606
All-in Sustaining Costs (AISC)	$/oz AuEq	1,244	1,139

ACG Financial Summary

Financial KPI (US$ million)	FY 2025	Consolidated 20242
Revenue	135.6	57.7
Adjusted EBITDA3	76.3	13.0
Year-End Cash Balance	145.1	9.7
Net Assets	49.8	58.3

Note: (1) Refers to Financial Net Debt ("Financial Net Debt") as at 31 December 2025, showing long term borrowings at their contractual value of $200m, removing IFRS timing effects. It includes cash in bank and cash in escrow. It excludes any financial derivatives, taxation, trade payables or accounting provisions.

(2) The financial results presented reflect only 4 months of operations at the Gediktepe Mine from 3 September 2024, the date of acquisition. Full year mine operational data, however, is provided for reference.

(3) Adjusted EBITDA adds back shared-based payments, depreciation, and amortization.

 

Capital Structure Highlights

·      Completed a US$200 million senior secured bond issuance in January 2025, refinancing acquisition debt and fully funding the Gediktepe Sulphide Expansion Project; the bonds are listed on Nordic ABM and the Company has made all payments to date and remains in full compliance with the bond terms

·      Reduced the effective interest expense on the bonds significantly due to active cash management and high interest income on Turkish Lira deposit accounts

·      Simplified the capital structure through a tender offer completed in January 2025 for 70% of all outstanding warrants

·      Completed an oversubscribed equity fundraise in November 2025, raising approximately US$16 million through an institutional placing and retail offer to fund the Enriched Ore Treatment Project

·      Ended FY2025 with net debt of US$55 million¹ and a strong cash position of US$145 million, including US$46 million of restricted cash

Post Year-End Events

·    Construction activities on the Gediktepe Sulphide Expansion Project continued through early 2026 in line with the approved schedule and budget, maintaining the target of copper and zinc concentrate production in the middle of 2026.

·    Amendments to the Gediktepe royalty agreement became effective on 1 January 2026, reducing oxide royalties (from 10% to 2.25%), aligning sulphide royalties (at 2.25%) and removing sulphide‑related milestone payments ($6m) to support the transition to copper production.

·    In January 2026, awards relating to 2025 performance were granted under the Company's Value Creation Plan and Employee Incentive Plans, supporting retention and alignment during the construction and ramp‑up phase.

·    During February 2026, warrants, including sponsor warrants, were exercised, resulting in an increase in issued share capital and updated total voting rights, as announced on 4 February and 19 February 2026.

·    In March 2026, ACG Metals was added to the MSCI World Micro Cap Index, increasing the Company's visibility within the institutional investment universe.

- ENDS -

The person responsible for the release of this information on behalf of the Company is Artem Volynets, Chief Executive Officer.

 

For further information please contact:

 

Thirty Three Communications

Communications Advisor

acgmetals-client-success@thirtythreecomms.com

 

Berenberg 

Research Analysts

Richard Hatch

+44 (0) 20 3753 3070

 

Joint Broker

Jennifer Lee

+44 (0) 20 3207 7800

 

Canaccord

Research Analysts

Tim Huff +44 (0) 20 7523 8374                                        

 

Joint Broker

James Asensio /Rory Blundell / Charlie Hammond

+ 44 (0) 20 7523 4680

 

Stifel

Research Analysts

Alex Bedwany +44 (0) 7788 392045

 

Joint Broker

Ashton Clanfield / Varun Talwar

+44 (0) 20 7710 7600

 

Cantor Fitzgerald

Research Analysts

Puneet Singh +1 (416) 350-8153

 

 

About the Company  

 

ACG Metals is a company with a vision to build a global, high-margin, copper-focused producer with safe, efficient, and sustainable operations.

 

In September 2024, ACG successfully completed the acquisition of the Gediktepe Mine which is expected to transition to primary copper and zinc production from 2026 and will target annual steady-state copper equivalent production of 20-25 kt. Gediktepe produced 39.2koz of AuEq in 2025.

 

ACG's team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network as well as a commitment to ESG principles and strong corporate governance. 

 

LON: ACG  |  OTCQX: ACGAF  |  LON:ACGW  |  Xetra: ACG  |  Bond ISIN: NO0013414565

  For more information about ACG, please visit: www.acgmetals.com

 

 

 

ACG METALS LIMITED

Annual Report and Audited Consolidated Financial Statements

Year Ended 31 December 2025

 

 

PERFORMANCE HIGHLIGHTS

 

2025 marked the first complete financial year under the ownership and operational control of ACG Metals Limited and its subsidiaries, hereon referred to as "the Group" or "ACG", at the Gediktepe mine, representing a defining year of delivery, transformation and platform building.

The Group exceeded the top end of production guidance with 39.2 koz AuEq produced and 39.4 koz AuEq sold, reflecting strong operational control and effective execution. Operational efficiencies drove an 18% reduction in C1 cash costs to US$499 per ounce AuEq, strengthening margins and demonstrating the benefits of ACG's disciplined operating approach.

Safety performance remained a core priority, with an LTIF of 0.66 achieved across approximately 1.6 million hours worked, reinforcing the Group's commitment to responsible and sustainable operations.

Strategically, the Gediktepe Sulphide Expansion Project advanced on schedule and within budget, positioning the Group for first copper and zinc concentrate production by the middle of 2026. The successful advancement of the Enriched Ore Treatment Project further enhances near-term value generation from existing enriched ore and stockpiles.

To fund growth and strengthen financial flexibility, the Group issued a US$200 million senior secured bond in January 2025, fully funding the sulphide expansion and completed a US$16 million equity raise in November 2025 to support the Enriched Ore Treatment Project. The Group ended the year with net debt of US$63.3 million, reflecting disciplined capital allocation and active balance sheet management.

The Group generated an operating profit of $63.0 million for the year. After recognising fair value losses of $81.7 million, mainly comprising the annual revaluation of warrants and the increase in the copper price bonus resulting from higher copper prices, the Group reported a net loss before tax of $27.0 million. These fair value losses had no cash impact in 2025 and reflect changes in market inputs rather than underlying trading performance.

Collectively, these achievements demonstrate the successful transition to ACG's operational stewardship and the effectiveness of its strategic framework and repeatable value creation model. With a strengthened capital structure, advancing copper production profile and clear growth pathway, the Group enters 2026 well positioned to deliver the next phase of its development.

CHAIR'S REVIEW

 

Dear Shareholders,

 

2025 was a year of execution: delivering production, progressing operational improvements and reinforcing the foundations required for sustainable value creation as a listed company.

Operationally, the Group demonstrated the characteristics we prioritise: a safety-led culture, disciplined planning, focus on reliability and cost control. FY2025 performance metrics disclosed after year-end underline that delivery, including AuEq production of 39.2koz and AISC of $1,244/oz.

Strategically, the Board remains focused on value accretion through high-quality operational execution and selective investment. We continue to prioritise initiatives that enhance payable metals, strengthen margins and reduce exposure to key risks. This is complemented by prudent capital management, ensuring the Group retains the resilience needed to navigate commodity cycles and fund value-enhancing opportunities.

Governance remains central. The Board's committees and oversight processes are designed to support strong decision-making, risk management and accountability. The Company intends to comply with its LSE obligations and has indicated an intention to observe the requirements of the Quoted Companies Alliance ("QCA") Code (as described in the Company's governance disclosures).

Looking ahead, our priorities are clear: keep our people safe; deliver reliable production and cost performance; execute projects with disciplined governance; and allocate capital prudently. The delivery of the sulphide expansion by the middle of 2026 represents a significant catalyst, marking ACG's transition toward copper production and the next stage of value creation. The progress achieved in 2025 provides confidence in the Group's ability to execute this transition and deliver sustainable long-term returns for shareholders. I would like to thank our employees and contractors for their commitment, and our shareholders and wider stakeholders for their ongoing support.

 

 

Artem Volynets

Chairman and Chief Executive Office

13 April 2026

CFO STATEMENT

 

ACG delivered a strong financial performance in 2025, particularly in the second half of the year, supported by higher realised commodity prices and disciplined control of unit costs. All-in sustaining costs of $1,244/oz AuEq finished modestly above the guided range of $1,100 - 1,200/oz, driven solely by the sliding scale in royalty payments as gold and silver prices increased.

 

Revenue for the year was $135.6 million, based on average realised prices of $3,321/oz for gold and $37.69/oz for silver. Consolidated Adjusted EBITDA was $76.3 million, representing a margin of 56.2%, while operating cash flow was $65.4 million, equivalent to a margin of 48.2%. This performance reflects the strong cash-generative nature of the operation and the benefits of a continued focus on operating discipline.

 

Notwithstanding continued investment in the sulphide plant project, the Group ended the year with consolidated cash of $145 million and net debt of $63.3 million. During the year, ACG also repaid in full the sponsor loans, the acquisition facility and the Lidya Madencilik ("Lidya") working capital debt associated with the 2024 acquisition. In addition, the Group retains access to a fully undrawn $15 million revolving credit facility with Aktifbank in Türkiye and a further $7 million equity backstop facility from Argentem Creek Partners ("ACP"), providing additional liquidity through the sulphide plant ramp-up period.

 

The Group remained in full compliance with its obligations under the $200 million senior secured Nordic bond throughout the period and entered 2026 from a position of financial strength. The second coupon was paid on schedule in January 2026.

 

While underlying cash generation and operating performance were robust, the Group recorded accounting losses driven by non-cash fair value movements. These principally related to the revaluation of outstanding warrants and options following the increase in the Company's share price and warrant price, together with the fair value adjustment relating to the potential copper price-linked contingent consideration payable under the original share purchase agreement with Lidya. In total, the $81.7 million fair value adjustments had no impact on the Group's underlying cash generation or ability to continue funding operations and growth.

 

In relation to the current conflict involving Iran, the Group has not been materially affected. Importantly, the existing two-year mining contract provides cost visibility, with only limited inflationary adjustments to mining rates, while processing and G&A-related energy costs remain fixed under the current grid-power contract. Supply of sulphur for the flotation plant from mid-year has already been secured in storage, with multiple in-country sourcing options available.

 

Given the track record established by the team and the Company over the past 18 months, ACG continues to see access to private and public equity and debt capital markets, as well as more traditional lending sources, should additional financing be required. This also supports the potential for an early refinancing of the existing Nordic bond, if attractive terms are available.

 

Overall, the Company remains well positioned to execute on its strategic priorities, supported by strong operational cash generation, a strengthened capital structure and a robust liquidity position.

 

 

 

Patrick Henze

Chief Financial Officer

 

·      Revenue: $135.6 million

·      Adjusted EBITDA¹: $76.3 million

·      Adjusted EBITDA margin: 56.2%

·      Cash flow from operating activities: $65.4 million

·      Net debt²: $63.3 million

1.     See Note 6

 

2.     Loans and Borrowings minus Cash and Cash Equivalents

STRATEGIC REPORT 

ACG Strategic Framework

 

Vision

 

Build a global, high-margin, copper-focused producer with safe, efficient, and sustainable operations.

 

Strategy

 

·    Business

o    Consolidate ownership in the copper sector

o    Secure, operate, and build a complementary portfolio of mining assets

o    Grow through disciplined acquisitions and organic development

o    Build scale in the Tethyan Belt to maximise growth and operational synergies

 

·    People

o    Attract and hire the best people

o    Develop and train people to realise their full potential

o    Reward performance to deliver superior results

o    Retain top talent to sustain a high-performance culture

 

·    Competitive Advantage

o      Proven operating practices and mine-building capability

o    Deep project management expertise

o    Strong teamwork and collaboration

o    Relentless execution focus

o    Commitment to long-term value creation

 

 

Business Model

 

Our business model follows a repeatable cycle of value creation:

 

·    Identify and acquire high-quality, scalable copper assets

·    Secure attractive transaction terms and funding

·    Invest to optimise and expand operations

·    Generate strong, sustainable cash flows

·    Strengthen the balance sheet through debt optimisation

·    Deliver returns to shareholders and stakeholders

·    Repeat the cycle to drive continuous growth

 

 

Values

 

·    Integrity - We do what's right, always

·    Teamwork - Success is built together

·    Safety - Without safety, nothing else matters

·    Creativity - We turn challenges into opportunities

·    Growth - We grow our people, projects, and company every day

·    Accountability - We own our decisions and actions

 

Business and FY2025 overview

 

2025 has been another transformative year for the Group. Building on the successful acquisition of the Gediktepe mine and ACG's evolution into a fully funded operating mining company in 2024, the Group's focus in 2025 shifted from corporate activity to disciplined execution: sustaining strong cash generation from the residual oxide operation, advancing a clear pathway to copper production, and strengthening the platform required to scale.

Operationally, Gediktepe continued to demonstrate the resilience and underlying quality of the asset through a planned drawdown of oxide stockpiles and the natural sequencing of the mine plan. Safety performance remained central to the operating model, with a full-year LTIFR of 0.66, and ongoing attention directed toward contractor safety as project activity increases. For FY2025, the Group produced 39.2koz AuEq and sold 39.4koz AuEq, benefiting from a strong pricing environment and continued cost discipline.

At the same time, 2025 marked a year of tangible progress in ACG's transition to a copper-led growth profile. The sulphide expansion is moving forward through key construction and equipment milestones and remains on time and on budget, positioning the Group to complete its transition to copper production as by the middle of 2026. In parallel, ACG's Enriched Ore Treatment Project is progressing well from concept toward execution readiness by completing scoping work and basic engineering in Q4 2025. The Group undertook targeted funding activity in November 2025 to part-fund Phase 1 of the Enriched Ore Treatment Project. The next phase initiated is permitting, test work and detailed engineering in early 2026. This will unlock additional copper-equivalent output from enriched ore and on-site stockpiles.

From a capital and corporate development perspective, the Group continued to enhance market access and execution capability. During the year, ACG broadened investor engagement and liquidity support through the appointment of Berenberg and Canaccord Genuity as additional brokers and strengthened the senior operational leadership with the appointment of Michael Pompeo as an Independent, Non-Executive Director in January 2025, Damien Coles as Chief Legal Officer in January 2025, and Peter Carter as Chief Operating Officer who joined ACG at the end of June 2025.

 

Full Year 2025 Gediktepe operational performance

 

"Activities at the Gediktepe Mine continued to make significant progress in 2025. Oxide processing provided ongoing cash flow to support the transition from gold and silver to base metal production. Construction of the Sulphide process facility remains on track for start-up in 2026.  Plans to introduce multiple process streams in the form of heap leach, flotation, and SART were advanced. This strategy will secure operating flexibility and financial resilience as operations mature."

 

Chief Operating Officer, Peter Carter

 

 

Operational performance

·      LTIF: 0.66

·      AuEq produced: 39.2 koz

·      AISC: $1,244/oz

·      Cash costs (C1): $499/oz

 

Safety and workforce

Safety remained our first priority. The site recorded 1.6 million man-hours worked during the year and achieved an LTIF of 0.66 for 2025. This performance reflects continued focus on critical control management, contractor oversight especially in light of the expansion projects, and a culture of proactive hazard identification and incident learning.

 

Ore processing and recovered grades

Ore processed during FY2025 was 354,472 tonnes, reflecting sequencing in line with the mine plan. During FY2024, Gediktepe processed 801,600 tonnes for the full year. Production from September 2024 onward is included in this reported performance following completion of the acquisition. Recovered grades supported strong production, with processed gold and silver grade of 2.56 g/t and 94.0 g/t respectively.

 

Production and sales

FY2025 AuEq production was 39.2 koz, with AuEq sales of 39.4 koz. Performance was underpinned by stable operations and strong metallurgical delivery, resulting in full-year production finishing 3% above the top end guidance.

 

Pricing and cost performance

The Group benefited from strong precious metal prices, the Group also hedged 14koz of gold until January 2026, with a zero-cost structured collar option to prudently secure the market position during the sulphide development phase. FY2025 realised gold price was $3,321/oz and the realised silver price was $37.69/oz which was a 39% and 32% increase compared to FY2024.

Cost performance remained within guidance, with FY2025 C1 cash costs of $499/oz AuEq and AISC of $1,244/oz AuEq which respectively, is an 18% reduction and 9% increase compared to FY2024. Royalty and overhead allocation dynamics can influence year-on-year AISC comparability as the business transitions from oxide (precious-metal dominated) production toward sulphide (base-metal dominated) production.

 

Growth projects and strategic progress

 

Gediktepe Sulphide Expansion Project

The Sulphide Expansion Project progressed strongly throughout 2025 and remains targeted for production by the middle of 2026. The project is designed to convert Gediktepe into a long-life copper and zinc concentrate producer and is the cornerstone of the Group's transition strategy. The focus for 2026 remains safe, high-quality execution, commissioning readiness and disciplined cost control through ramp-up.

 

Gediktepe Enriched Ore Treatment Project

In November 2025, ACG announced the Enriched Ore Treatment Project, involving a new comminution and Sulphidisation, Acidification, Recycling, and Thickening ("SART") plant to process stockpiles and enriched ore to produce gold, silver, copper and zinc.

 

Key highlights from the internal scoping-level study include:

·      Expected additional production of 57kt CuEq over 2026-2030.

·      A two-phase approach: Phase 1 (gold and silver) targeting commercial production in Q4 2026; Phase 2 (including copper and zinc) targeting commercial production by Q1 2029.

To support Phase 1, the Company completed an oversubscribed placing in November 2025 raising gross proceeds of approximately $16.0 million.

 

Royalty structure optimisation for the copper transition

In October 2025, ACG announced amendments to the Gediktepe royalty agreement with EMX Royalty Corporation intended to support the transition from oxide to sulphide copper production. Key changes include a simplified royalty structure effective 1 January 2026 (oxide royalty reduced from 10% to 2.25% and sulphide royalty increased from 2% to 2.25%), and release from certain sulphide-related milestone payments (aggregate $6 million) previously payable in 2026.

 

Portfolio optionality: NSR royalty exposure

In October 2025, ACG announced that Polimetal secured a 2% net smelter return royalty over a mining licence area in Niğde Province, providing ACG with future cash flow exposure without direct exploration investment.

 

Capital structure and liquidity

In January 2025, ACG settled a $200 million senior secured bond issuance, with proceeds drawn from escrow to refinance acquisition-related debt, fund transaction costs and advance the sulphide expansion programme. The bonds were listed on Nordic ABM in 2025, and the first scheduled coupon payment was made in July 2025.

 

ACG also continued to simplify and optimise its equity-linked capital structure. In November 2025, the Company cancelled all warrants held in treasury that had been acquired as part of the March 2025 share tender process, reducing potential dilution and further simplifying the capital structure. In Q3 2025, ACG also amended warrant instrument terms to reflect the change in trading currency of the Company's shares from USD to GBP from March 2025.

 

At 31 December 2025, Loans and Borrowings net of Cash & Cash Equivalents is $63.3 million, supported by a strong total cash balance of $145 million (including restricted cash of $46 million).

 

Sustainability

Fulfilling the commitment made last year to improve sustainability reporting, the Company has released an accompanying sustainability report. Please refer to the Environmental, Social, and Governance ("ESG") section for more detail.

 

Outlook

Looking ahead, the Company is focused on delivering operational performance, strengthening the balance sheet, and positioning the business to benefit from capital markets re-rating and strategic growth opportunities.

 

Operational delivery remains the immediate priority. Progress on the sulphide project is expected to support the next phase of value creation, while maintaining production results in line with guidance will demonstrate operational consistency and cost discipline.

 

Further capital optimisation initiatives are expected to enhance financial flexibility. The first bond call option in January 2027 provides an opportunity to refinance on improved terms, while ongoing balance sheet optimisation efforts are aimed at reducing financing costs and strengthening the Company's capital structure.

 

Capital market catalysts are anticipated to support improved market visibility and liquidity. Achieving DTC eligibility in 2026 should broaden access for North American investors. Potential index inclusion by mid-2026 may further expand institutional ownership, while continued liquidity improvements are expected to enhance trading efficiency and shareholder participation.

 

Strategic growth and M&A remain a key component of long-term value creation. The Company continues to evaluate accretive acquisition opportunities that align with its operational expertise and growth strategy.

Together, these priorities position the Company to strengthen operational performance, optimise capital structure, enhance market recognition, and pursue disciplined growth in the year ahead.

 

DIRECTOR'S REPORT

1. Principal activities and business review

ACG Metals Limited, (the "Company" or "ACG Metals"), a public limited company incorporated in the British Virgin Islands with Registered Number 2067083 under the BVI Business Companies Act 2004 (as amended) (the "BVI Companies Act"), maintains its registered office at Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands.

 

The principal activities of the Group are the operation and optimisation of its producing mining asset and advancement of value-accretive projects to enhance profitability and resilience. The Strategic Report provides a fair review of the business, performance, position and principal risks and uncertainties.

 

2. Directors and Board

The Board of Directors of ACG Metals as at the date of signing the report and accounts comprised:

·      Artem Volynets - Chairman & Chief Executive Officer

·      Mark Curtis - Independent Non-Executive Director

·      Hendrik Johannes Faul - Independent Non-Executive Director

·      Fiona Paulus - Independent Non-Executive Director

·      Maarten Terlouw - Non-Executive Director

·      Mustafa Aksoy - Non-Executive Director

·      Michael R. Pompeo - Independent Non-Executive Director

Remuneration policy

The base fees for the Non-Executive Directors / Chairman were set at IPO and were not increased during period. Please refer to the Directors' Remuneration Report on page 32.

 

3. Corporate governance statement

The Board is committed to high standards of corporate governance appropriate for an LSE-listed company. The Company has stated its intention to comply with its LSE obligations and to voluntarily observe the requirements of the QCA, as described in its governance disclosures.

 

Section 172 / stakeholder engagement

Although incorporated outside the UK, the Board applies an LSE-listed governance mindset and seeks to make decisions consistent with long-term value creation.

 

 

Stakeholder engagement table

Key stakeholder	How do we engage with the stakeholder?	What's important to the stakeholder?
Employees and contractors We recognise that our employees and contractors are central to safe, reliable operations and the delivery of our growth strategy. We aim to maintain a high-performance culture anchored in safety, integrity and accountability.	We engage with our employees and contractors on a regular basis, through safety communication and visible leadership on health and safety, regular employee briefings at corporate and site level, speak-up channels (grievance and whistleblowing), targeted training, annual performance and development reviews and more informally through a variety of social events.   We measure employee engagement through our employee engagement surveys, the results of which are shared with and acted on by the Board.	• Health, safety and wellbeing, supported by a strong speak-up culture. • Competitive reward, fair work practices and respectful workplace behaviours. • Skills and capability development, with clear pathways for progression. • Clear communication on strategy, performance and change. • Recognition and incentives aligned with long-term value creation
Communities and governments We aim to be a responsible partner to long-term value creation and to make a difference in our sector and local communities.	The Group maintains active engagement across its operating regions through ongoing dialogue with community representatives and local stakeholders, supported by established grievance and feedback mechanisms. This is supported by local employment and training initiatives, as well as efforts to prioritise local procurement where feasible.   The Group also engages regularly with government bodies and regulators to meet permitting, compliance and reporting obligations. In parallel, environmental and social monitoring and disclosure activities continue, alongside community investment programmes aligned with locally identified priorities.	• Responsible operations and effective management of environmental and social impacts. • Transparent engagement, compliance and high standards of business integrity. • Local employment and economic development, including opportunities for local suppliers. • Community wellbeing, including targeted social investment aligned with local needs. • Respect for human rights and effective management of complaints and concerns
Suppliers and partners We depend on suppliers, contractors and strategic partners to support our operations and project delivery. We seek sustainable, ethical and mutually beneficial relationships that support continuity, and responsible procurement.	We maintain robust supplier management practices that embed health, safety and ethical requirements throughout contracting. We also engage in forward planning and close collaboration on critical goods and services to strengthen supply chain resilience.   Where relevant, we engage suppliers on sustainability and compliance expectations. Throughout the year, we hold regular meetings with key suppliers and partners to review performance and address any issues or concerns raised by either party, reinforcing transparency and partnership across our supply chain.	·      Fair and transparent procurement and contract certainty. ·      Safe working arrangements and clear standards on health and safety. ·      Long-term relationships and opportunities for innovation and efficiency. ·      Ethical conduct and compliance across the supply chain. ·      Stable supply chains for critical consumables and project delivery.
Lenders & Investors Access to capital and supportive long-term investors are important to funding growth and maintaining balance sheet resilience. We focus on transparent disclosure, disciplined capital allocation and constructive engagement with both equity and debt stakeholders.	We ensure timely and transparent regulatory disclosures through RNS announcements and the publication of periodic results, supported by our annual report, interim reporting and accompanying investor materials.   Engagement with the investment community includes investor roadshows, one‑to‑one meetings, and participation in conferences and wider capital markets activities. We also maintain regular dialogue with shareholders, lenders and debt investors through general meetings and ongoing discussions on governance, financing and other relevant matters.	·      Disciplined capital allocation, prudent leverage and liquidity management. ·      Credible ESG strategy and performance, reflecting responsible operations. ·      Clear strategy and delivery against operational and growth milestones.
Customers Our customers and offtake partners are critical to the commercialisation of production and the sustainability of cash flows. We aim to build long-term relationships based on product quality, reliability and responsible business practices.	We maintain active commercial engagement with customers through offtake discussions, agreements and ongoing contract management, supported by regular coordination on logistics, scheduling and delivery performance.    Our quality assurance processes, including sampling and assaying, ensure product specifications are met and enable timely resolution of any claims. We also engage customers on responsible sourcing expectations and support long‑term partnerships.	• Consistent product quality/specifications and traceability. • Reliable delivery performance and continuity of supply. • Responsible production, credible ESG credentials and robust HSE performance.

4. Dividends

No dividend was declared or paid in respect of the year ended 31 December 2025.

5. Results for the year

The consolidated financial statements for the year ended 31 December 2025, together with the auditor report, was reviewed by the Directors and their considerations detailed in the Strategic Report from pages 4 to 8.

6. Share capital and significant shareholdings

During and after the financial year end, the Company announced various share capital and ownership-related updates, including total voting rights announcements and notifications of major holdings.

Details of share capital movements are shown in Note 25.

Substantial shareholdings in the Group

The following information has been received in accordance with Rule 5 of the Disclosure and Transparency Rules ("DTR") of the United Kingdom's Financial Conduct Authority from holders of notifiable interests in the Group's issued share capital.

Holder	Shareholding	Voting rights
Lidya Madencilik Sanayi ve Ticaret A.S.	7,112,072	31%
ACP II Trading LLC ("ACP")	6,577,969	30%

 

7. Post balance sheet events

After 31 December 2025, the Company issued RNS announcements including a VCP and EIP issuance in line with the Prospectus published on 7 August 2024 whereby the Remuneration Committee approved 1,512,493 share awards in 2026 in respect of the first measurement period under the VCP and 12,665 shares to other key employees under the EIP Scheme.  

 

After 31 December 2025, a total number of 106,453 warrants were settled during 2026 for 85,104 shares.

8. Principal risks and uncertainties

Risks specific to the Group are discussed on pages 28 to 31 in Financial Risk Management and in Going Concern and Viability on page 12.

 

9. Responsibility Statement of the Directors in respect of the Annual Report and Financial Statements

The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations. The Directors are permitted under the Listing Rules of the Financial Conduct Authority to prepare the Group financial statements in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.  The Group financial statements are required by International Financial Reporting Standards issued by the International Accounting Standards Board to present fairly the financial position of the Group and the financial performance of the Group.

 

The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for the financial period.

 

In preparing each of the Group financial statements, the Directors have:

• selected suitable accounting policies and then applied them consistently,

• made judgements and accounting estimates that are reasonable and prudent,

• stated whether they have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, and

• prepared the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose, with reasonable accuracy at any time, the financial position of the Group and enable them to ensure that the financial statements comply with the BVI Business Companies Act. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

10. Going concern and Viability

 

Going Concern Statement

The Directors have evaluated the Group's ability to continue as a going concern, by reviewing its financial position, principal risks, and forward‑looking prospects. This assessment covers a minimum period of 12 months from the date of approval of the financial statements and provides a comprehensive view of the Group's financial resilience. It includes a detailed review of the key assumptions underpinning financial planning, an in‑depth analysis of consolidated cash flow forecasts to assess liquidity and funding needs, and sensitivity testing of critical variables. These sensitivity analyses help the Directors understand how changes in market conditions, revenue, and cost drivers could affect performance, forming a robust foundation for risk management and strategic decision‑making.

 

ACG is pursuing a strategy to consolidate the copper sector and aims to grow its market capitalisation from US$343.8 million on 31 December 2025 to US$3-5 billion over the next 3-5 years. In 2024, the Group's market capitalisation was US$93.7 million. The 267% increase achieved since then is underpinned by a stronger share price, the removal of warrant dilution, and the successful US$200 million bond raise, collectively reinforcing the Group's financial momentum.

 

Alongside existing facilities, the Group has secured a financial commitment from ACP, one of its principal shareholders, for an additional US$7 million share subscription at the Group's option. The current market capitalisation and continued success in fundraising illustrate strong access to capital and constructive investor relationships.

 

The Group has secured long‑term offtake agreements for all copper concentrate production over the life of the mine with Glencore. In addition, zinc offtake agreements have been finalised with Traxys for all zinc concentrates produced. These contracts align with international benchmark terms and include flexibility in incoterms, enabling the Group to optimise delivery schedules.

 

With these foundations in place, the Group is well positioned to benefit from the accelerating global demand for copper, a critical material for clean‑energy and transport technologies.

 

Conclusion

Based on the available information, the Directors have concluded that the Group is in a strong position to continue as a going concern. Our ambitious growth plans, proactive debt management, and favourable market conditions support this assessment. 

 

Viability statement

The Directors of ACG Metals have assessed the Group's prospects, by analysing its current position and principal risks. This assessment covers a period of four years, which aligns with the Group's financing plan, specifically the senior secured Nordic bond issue which was executed in January 2025 to fund the Sulphide Expansion Project and reflects the time frame over which the Directors believe they can reasonably predict the Group's performance.

 

The Group's viability is reviewed annually in partnership with Board members and the management team, considering current operational developments, market projections, and strategic initiatives. During this review, the Group analysed comprehensive forecasts regarding liquidity, the Group's banking facility covenants, and its principal risks.

 

Risks specific to the Group's viability are below.

 

-     Commodity prices

-     Foreign exchange fluctuations

-     Inflation fluctuations

-     Production

-     Capital projects

-     Group liquidity

 

To evaluate the potential effects of these principal risks over the forecast period, either directly or indirectly, the Group has conducted downside scenario analyses using a factor of 10% noting that forecasted assumptions are intentionally conservative and embed considerable headroom: 

·      A 10% reduction in all projected commodity prices in the same instance for the duration up to 2029.

·      A 10% appreciation in the forecasted Turkish Lira to US Dollar exchange rate during the same period.

·      A 10% rise in operating costs throughout the period ending 2029.

·      A 10% increase in capital expenditure over the forecasted period.

·      A combined sensitivity scenario comprising a 10% drop in revenue, a 10% increase in operating expenses, a 10% appreciation of the exchange rate and a 10% rise in total capital expenditure.

 

After performing these sensitivities, the Board has considered that should these risks occur, it would be unlikely that the eventualities of these risks would jeopardise the Group for the forecasted period.

 

A stress test of these scenarios was conducted in combination to assess their potential impact on revenue, EBITDA, and cash flows during the projected timeframe.

 

In cases of severe downside scenarios, the Group would face significant risk; however, the Board has assessed the likelihood of such events occurring as low.

 

 

Financial Performance

 

The table below summarises the material results impacting the Group's financial performance.

 

All figures in this table are rounded to the nearest thousand US Dollars.

 

	2025	2024*
Revenue from operations	135,584	57,745
Share based payments	5,144	1,050
Operating profit	63,013	4,785
Fair value movements on warrants	50,377	8,472
Fair value movements on Polimetal contingent consideration	30,783	-
Finance Income	23,655	1,104
Finance Expense	31,918	4,388

 

*2024 represents a 4-month period of operational activity as the Gediktepe mine was acquired on 3 September 2024.

 

These results are driven by the following factors:

 

·      The Group benefited from higher commodity prices in 2025 of $3,321/oz (39% increase compared to 2024) and $37.69/oz (32% increase compared to 2024) for gold and silver respectively.

 

·      The Group simplified its capital structure by offering a warrant tender to shareholders which was completed in March 2025. Warrant fair values increased from $0.38 per warrant on 31 December 2024 to $4.38 per warrant on 31 December 2025 resulting in a material fair value adjustment. The Group completed a warrant tender in 2025, settling 26,899,414 Public, Sponsor, and Private Placement Warrants, being 70% of all warrants, in exchange for 2,689,927 Class A Ordinary Shares. 

 

·      The Polimetal contingent consideration adjustment relates to the copper price bonus which is predominantly driven by the expected copper price in 2027 and 2028. Given that the copper price increased from approximately $87/t on 31 December 2024 to $125/t on 31 December 2025, the forecasted price for copper increased the fair value calculation.

 

·      The Group has successfully raised US$200 million in bonds to finance its Turkey copper mine and has secured various offtake agreements on copper and zinc production for the lifetime of the mine. The bond was completed in January 2025 for $200 million for the development of the sulphide project. Eligible borrowing cost incurred is capitalised to Assets Under Construction.

 

 

Additionally, in 2025, the Group settled the outstanding acquisition debt from 2024 amounting to US$37.5 million and was able to repay its Shareholder loan in cash.

 

ACG Metals has demonstrated strong financial performance, with a market cap of approximately US$343.8 million on 31 December 2025 and ambitious growth plans to reach US$3-5 billion in the next 3-5 years.

 

Operational Efficiency

The Group has a robust business model focused on the efficient extraction of copper, with plans to become a leading copper producer on the London Stock Exchange. The Gediktepe copper-gold mine, a significant producer of copper, zinc, gold, and silver, is a key asset towards this strategy.

 

Throughout 2025, Gediktepe mine processed 354,472 tonnes of ore. Total gold equivalent production decreased by 29% compared to 2024, reaching 39,2 koz. The average gold grade increased by 4% to 2.26 g/t, while the silver grade improved by 21% to 75.4 g/t.

 

Additionally, the Group benefited from strong commodity prices which increased by 39% and 32% for Gold and Silver respectively towards the end of 2025. All-in sustaining costs (AISC) for gold increased by 9% to $1,244/oz (2024: $1,139/oz).

 

11. Statement as to disclosure of information to auditors

The Directors who held office at the date of approval of the Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Group's auditor is unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Group's Auditor is aware of that information.

 

Website publication

The financial statements are published on the Group's website at acgmetals.com. The work carried out by the auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the financial statements may differ from legislation in their jurisdiction.

 

Directors' statement pursuant to the Disclosure and Transparency Rules

The Directors are responsible for preparing the financial statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTR") and with International Financial Reporting Standards issued by the International Accounting Standards Board.

 

Each of the Directors, whose names and functions are listed in the Board of Directors section, confirm that, to the best of each person's knowledge:

·      the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of the Group; and

·      the Annual Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that they face.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the ACG Metals website: acgmetals.com.

 

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

On behalf of the Board

 

 

Artem Volynets

Executive Director and Chairman

13 April 2026

 

 

CORPORATE GOVERNANCE

 

Board of Directors

During the reporting period, the Board was comprised of the following members:

 

Artem Volynets - Executive Director, Chief Executive Officer, and Chairman

Mark Curtis - Independent Non-Executive Director

Hendrik Johannes Faul - Independent Non-Executive Director

Fiona Paulus - Independent Non-Executive Director

Maarten Terlouw - Independent Non-Executive Director

Mustafa Aksoy - Independent Non-Executive Director

Michael R. Pompeo - Non-Executive Director (Appointed 30 January 2025)

 

Artem Volynets - Executive Director, Chief Executive Officer and Chairman

Mr. Volynets has 30 years of experience in mergers and acquisitions, capital markets, and senior corporate management roles. He has led multiple private and public transactions in the metals and mining industry.

 

Mr. Volynets established ACG Mining in 2014, as an advisory and investment management firm registered in BVI, through which he worked on a number of cross-border transactions in the mining and metals sector in Eurasian emerging markets. These transactions utilised his extensive experience of M&A-led sector consolidation, his local knowledge and networks, and his global industry and investor connections.

 

Michael R. Pompeo - Non-Executive Director: Appointed 30 January 2025

Mr. Pompeo brings geopolitical expertise and a strong global network to the Group, having served as the 70th Secretary of State in the United States from 2018 to 2021. He was also the sixth Director of the Central Intelligence Agency from 2017 to 2018. He started his career as a lawyer, graduating from Harvard Law School with a juris doctor, before building a successful aircraft parts manufacturing company, Thayer Aerospace.

 

Mr. Pompeo served as the U.S. House of Representatives member from Kansas's 4th district between 2011 and 2017.

Mr. Pompeo is part of a strategic partnership between ACG Metals and Impact Investments LLC, where he is Executive Chairman. Impact Investments is a US based strategic and financial advisory and investment firm, which advises some of the world's leading companies across a range of industries and geographies. As part of this partnership, Impact Investments advises and assists the Group as it pursues its vision to become a leading global copper company serving U.S. and Western industrial supply chains.

 

Fiona Paulus - Senior Independent Non-Executive Director

Ms. Paulus has extensive global investment banking experience, having held senior management roles with several leading international investment banks including CIBC, Royal Bank of Scotland (RBS), ABN AMRO Bank, JP Morgan and Citigroup. Additionally, Ms. Paulus has advised companies and private equity firms on strategic initiatives in the energy and resources sectors across more than 70 countries.

 

She is currently a Director at JSW Steel, ISS Gloucester Avenue and Metlen Energy and Metals, effective from August 2025.

 

Mark Cutis -Independent Non-Executive Director

Mark Cutis is a seasoned banking and capital markets executive with extensive global experience having actively managed portfolios of assets as CIO and CEO on behalf of both private and state-owned capital managers. Mr. Cutis has held senior management roles at Bank of America, Morgan Stanley, Merrill Lynch, UniCredit and the European Bank for Reconstruction and Development.

 

Mr. Cutis is currently a Director at Gulfsands Middle East, CCHL, and Radion Bank.

 

Hendrik Johannes Faul - Independent Non-Executive Director

Hendrik Faul has over 30 years of mining industry experience as both a qualified mining engineer and as a senior corporate manager, with demonstrated ESG leadership experience as well as operational and project execution experience across 5 continents.

 

Mr. Faul was Chairman of the International Copper Association from 2016 to 2018. He is a Director of Johannesburg-listed Master Drilling Group since June 2020, and a Director of Atalaya and Valterra Platinum.

 

Mustafa Aksoy - Non-Executive Director

Mustafa Aksoy joined Çalık Group in 2004 and currently serves as General Manager and Board Member of Lidya Mines. Mr. Aksoy worked in various sectors and departments of the Group in sales-marketing, corporate finance, business development and M&A.

 

Lidya's parent company Çalık Holding, established over 40 years ago, is a leading Turkish conglomerate that operates in the fields of energy, construction, mining, textiles, and finance in 34 countries spanning Central Asia, the Balkans, Middle East and Africa regions. The group started in textiles but expanded into EPC business for energy and infrastructure, renewable investments, power distribution, mining and financial services. Mr. Aksoy, who worked as an auditor at Egebank and Garanti Bank in Turkey, completed his MBA at the University of Antwerp, Belgium and graduated from Dokuz Eylül University, Turkey, Department of Public Administration.

Mr. Aksoy serves on the Board of Çalık Energy and Investment Committee of Çalık Holding as well as various other JV companies.

 

Maarten Terlouw - Non-Executive Director

Maarten Terlouw currently serves as President and Co-Chief Investment Officer at New York headquartered investment fund Argentem Creek Partners ("ACP") where he is responsible for co-leading the management of the firm and the fund's investments.

 

Prior to joining Argentem Creek in 2023, Mr. Terlouw spent over 25 years at ABN AMRO Bank, where he served as Regional Chief Executive Officer responsible for all activities of ABN AMRO in North and South America. In addition, he was appointed Chief Sustainability Officer for ABN AMRO Bank Group in January 2022. During his long tenure at the firm, he held various senior executive positions in corporate, investment banking and advisory sectors including Industrials, Natural Resources, Trade and Commodity Finance, Global Transportation and Logistics in New York, London and Amsterdam.

 

Through these leadership positions, Mr. Terlouw has managed numerous global teams, and business lines and developed a deep and broad understanding of various facets of banking, ranging from design and implementation of risk and compliance programs, regulatory matters, design and execution of growth and deceleration strategies. As a business leader and practitioner, Mr. Terlouw has experience in various sectors in Corporate Finance, M&A advisory, Leveraged and Structured Finance and large and complex fund-raising exercises, in many parts of the world across different industries.

 

Board Composition

The Directors believe the Board comprises a knowledgeable and experienced group of professionals with relevant experience in sourcing, evaluating, structuring and executing the business strategy of the Group. Their respective track records demonstrate the ability to source, structure and advise on acquisitions, return value to investors, introduce operational improvements and the ability to navigate through challenges faced by multinational organisations.

 

The Polimetal Acquisition Agreement provides Lidya and ACP with the right to appoint or remove one Director to or from the Board, for so long as Lidya and ACP holds at least 20% and 25% respectively, of the total outstanding amount of Class A Ordinary Shares. This condition was fulfilled, and both Lidya and ACP exercised their right to appoint Mustafa Aksoy and Maarten Terlouw to the Board.

 

 

Board Committees

 

Board members	Audit Committee	Sustainability and Technical Committee	Remuneration and Nomination Committee	Transaction Committee
Mark Cutis	X		X
Hendrik Johannes Faul	X	X	X	X
Fiona Paulus	X	X	X
Mustafa Aksoy		X		X
Maarten Terlouw				X
Michael R. Pompeo

 

Board members have also established a Disclosure Committee and membership is currently open to all, as needed.

 

Board Committee meetings

 

	Board meetings	Audit Committee	Sustainability and Technical Committee	Remuneration Committee	Nomination Committee	Transaction Committee	Special Committee
Number of meetings held	5	5	2	1	1	3	1

 

QCA CORPORATE GOVERNANCE REPORT

Corporate Governance Report

The Directors are committed to maintaining high standards of corporate governance and, where practicable given the Company's size and nature, adopt and comply with the Quoted Companies Alliance ("QCA") Code.

 

The QCA Code provides a set of principles designed to help companies achieve sound corporate governance. ACG Metals has embraced this framework to enhance transparency and accountability.

 

Deliver Growth

 

Principle 1 - Establish a purpose, strategy and business model which promote long-term value for shareholders

ACG Metals' vision is to build a global, high-margin, copper-focused producer with safe, efficient and sustainable operations.

 

The Company has established a clear strategic framework centred on consolidating ownership in the copper sector and building a complementary portfolio of mining assets through disciplined acquisitions and organic development.

 

The strategy is supported by a commitment to attracting, developing and retaining high-quality talent, and by leveraging proven operating practices, deep project management expertise and strong execution capability to deliver long-term value creation.

 

ACG's business model follows a repeatable cycle of identifying and acquiring high-quality, scalable copper assets, securing attractive transaction terms and funding, investing to optimise and expand operations, generating sustainable cash flows, strengthening the balance sheet through disciplined debt optimisation, and delivering returns to shareholders and stakeholders. The Company's values of integrity, teamwork, safety, creativity, growth and accountability guide decision-making and support sustainable long-term performance.

 

The Group has demonstrated this commitment through the acquisition of the Gediktepe Mine in 2024 and securing a $200 million bond facility shortly afterwards for the Sulphide Expansion. Additionally, the Group successfully raised gross proceeds of approximately $16 million through the placement of shares issued in November 2025 for the Enriched Ore Treatment Project. The level of oversubscription highlights sustained backing from existing shareholders, strong interest from new investors, and a shared view of the Group's long‑term value creation trajectory.

 

Principle 2 - Promote a culture that is based on ethical values and behaviours

The company prioritizes integrity, accountability, and transparency. These values are embedded in its corporate culture and reinforced through policies, training, and leadership initiatives. ACG is committed to embedding responsible business practices into every aspect of its management. This commitment is fundamental to achieving operational excellence and plays a pivotal role in supporting the successful implementation of the Group's overall strategy.

 

ACG promotes ethical conduct through policies including its anti-bribery and corruption policy, code of conduct, and whistleblowing framework. ACG takes a zero-tolerance approach to unethical behaviour and employees are encouraged to report suspected breaches of confidence. The Board mainly assesses the Group's culture by reviewing feedback received from the workplace, site visits, monitoring reports from various committees and evaluating how executives and managers embody company values in their decision-making and interactions.

 

By integrating these practices, the Group ensures sustainable growth, strengthens stakeholder trust, and aligns its operations with its long-term strategic objectives.

 

Principle 3 - Seek to understand and meet shareholder needs and expectations

The Board actively engages with shareholders through regular communications, annual general meetings, investor presentations, and regulatory announcements. Feedback from shareholders is reviewed and integrated into strategic planning.

 

ACG is committed to transparency and accountability in its operations. ACG prioritizes transparency by providing regular updates to shareholders and the market through various means including its website, third party platforms and regulatory announcements, to keep our shareholders well-informed. Our communication provides updates on our financial performance, strategic initiatives, and other significant developments. Furthermore, all transactions and projects are carefully evaluated to ensure they align with our goal of delivering long-term value to our shareholders.

 

Principle 4 - Take into account wider stakeholder and social responsibilities and their implications for long-term success

ACG recognises that long-term success depends on maintaining trusted relationships with key stakeholders and operating responsibly across our value chain. The Group therefore seeks to understand stakeholder interests and, where relevant, reflect them in decision-making, recognising that social and environmental responsibilities can materially influence operational resilience, reputation, access to talent and capital, and the sustainability of long-term returns.

 

Engagement is carried out through a combination of ongoing operational interaction and structured processes, with oversight and input from management.

 

Key stakeholder groups and engagement typically include:

·      Employees and contractors: routine site engagement, H&S processes and performance monitoring through KPIs, workforce feedback channels, and management site visits.

·      Local communities and local stakeholders: community liaison and dialogue, employment and procurement initiatives, and targeted support for local development priorities. ACG is developing projects that build resilient, skilled local communities capable of supporting sustainable outcomes over the long term.

·      Regulators and government stakeholders: proactive regulatory engagement, compliance reporting and transparent communications, particularly where changes in regulations and permitting requirements could affect operations or project development.

·      Suppliers and contractors: supplier engagement to support reliable delivery, safety expectations and responsible business conduct.

·      Investors and capital providers: ongoing investor dialogue through announcements, presentations and meetings, ensuring shareholders are appropriately informed and able to provide feedback on strategic priorities and disclosures.

 

The Board and management continue to develop the Group's stakeholder engagement approach in line with the growth of the business.

 

 

Principle 5 - Embed effective risk management, internal controls and assurance activities

The Group maintains a robust risk management process designed to identify, assess, and mitigate potential risks while also enabling the organisation to capitalise on emerging opportunities. We maintain a group-wide risk management framework. The company maintains a disciplined yet adaptive risk framework, designed to uphold stability while enabling responsive decision-making in dynamic operating environments. Key risk areas include operational performance, environmental impacts and climate change, compliance, and geopolitical and market developments.

 

The Group's process typically includes:

·      Identification of threats and opportunities across operations, projects, markets, finance, compliance and people.

·      Assessment using a consistent methodology (likelihood/impact and control effectiveness), with escalation thresholds for material items.

·      Mitigation and ownership with clearly assigned accountable owners, actions and residual risk ratings.

·      Monitoring and reporting through defined KPIs, incident reporting, operational dashboards and management attestations.

·      Emerging risks captured through horizon scanning and periodic deep dives particularly on regulatory change, macro/commodity conditions, technology, and the impacts of climate change.

 

The Group maintains robust financial control environments, the effectiveness of which is ultimately reported to the Board, CEO, COO and CFO. Key risks and opportunities are identified by monitoring the market movements and reviewing internal reporting on a regular basis at both group and subsidiary levels. Once identified the team collaborates internally and externally as needed, to explore available strategies. These findings are then evaluated using both qualitative and quantitative factors and presented to the relevant party following the correct levels of authority for effective and efficient decision-making.

 

The Audit Committee and the Sustainability and Technical Committee play a key role in overseeing risk management. To ensure effective risk management, we assess the potential impact to the Group and implement measures to mitigate and manage the risk, with the assistance of external consultants. This ongoing evaluation process allows us to proactively address potential risks and safeguard the interests of our stakeholders.

 

The Board recognises that climate change and broader sustainability matters can create both risks and opportunities for the Group, potentially affecting strategy execution, operational resilience, costs, access to finance and stakeholder expectations over the short, medium and long term.

 

From FY2026 onwards, the Group expects to comply with the Türkiye Sustainability Reporting Standards (TSRS) requirements to the extent the Group's Türkiye operations are within scope, and in any event will use TSRS as the reference framework for consistent decision-useful sustainability and climate disclosures. TSRS 1 (general sustainability-related disclosures) and TSRS 2 (climate-related disclosures) are issued by Türkiye's KGK and are based on the ISSB standards (IFRS S1 and IFRS S2).

 

To advance readiness for TSRS‑aligned reporting, the Group has conducted cross‑functional assessments with key personnel to determine material climate‑related risks and opportunities including:

·      physical and transition risks, and climate-related opportunities;

·      impacts on the business model and value chain, including where risks/opportunities are concentrated;

·      relevance across time horizons (short/medium/long term) and decision-making timeframes;

·      the role of metrics and targets (where appropriate) to monitor progress and performance.

 

Maintain a Dynamic Management Framework

Principle 6 - Maintain the Board as a well-functioning, balanced team led by the chair

The Board comprises a majority of non-executive Directors, ensuring independence and objectivity in decision-making. Each year, Directors submit a declaration outlining any relevant relationships and affirming their independence. The roles of Chairman and non-executive Directors are separated to maintain a clear division of responsibilities. The decision to combine the roles of CEO and Chairman reflects the company's commitment to streamlined leadership and efficient decision-making. Given the CEO's deep understanding of the business operations and strategic direction, this structure ensures continuity and alignment between governance and execution. The Board maintains strong oversight through independent non-executive Directors, ensuring that checks and balances remain in place. The experience and capabilities each director brought to the Board's agenda over the year are outlined in their respective biographies on page 15. Regular reviews of governance practices, alongside transparent reporting, reinforce the effectiveness of this leadership approach while safeguarding shareholder interests.

 

The Board is kept abreast of all strategic and operational developments within the Group by the management team monthly, and they meet throughout the year (refer to page 17) to discuss strategic and operational matters.

 

 

Principle 7 - Maintain appropriate governance structures and ensure Directors have the necessary up-to-date experience, skills and capabilities

Each Board member brings relevant industry expertise, skills, qualifications and personal qualities. The Directors bring extensive experience as active Board members across a range of leading global corporations. Their ongoing involvement ensures they remain engaged with industry developments, allowing them to continuously refine their expertise and apply best practices from diverse sectors. This relevant, hands-on experience combined with technical abilities from various institutions is key to keeping their skills up to date, strengthening the Company's governance and strategic decision-making. Where necessary, the company can provide ongoing professional development. The Company has access to a range of independent advice and experts to ensure that Directors remain well informed.

 

In addition to external legal and technical advisers, internal advisory roles help support the effective functioning of the Board.

The Company Secretary and Chief Legal Officer play a central role in supporting the Chairman and the Board on corporate governance matters. Responsibilities include facilitating Board procedures, advising on Director duties, maintaining statutory records, ensuring regulatory compliance, and ensuring that Board materials are circulated in a timely manner.

 

These roles are critical in maintaining high standards of governance, providing continuity between Board and executive functions, and enabling independent oversight.

 

The Board is committed to maintaining an appropriate balance of Directors, with the Nomination Committee responsible for assessing the Board's composition to ensure it has the required expertise to support the Group's strategic objectives. Biographies are available on page 15.

 

 

Principle 8 - Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Board performance is reviewed to identify areas of effectiveness and improvement however, this is an area of improvement highlighted in the QCA table, 'Areas of Non-Compliance and Explanation'. The Board believes that succession planning, skill gaps, and overall effectiveness in governance are key considerations to achieving the Group's objectives.

 

 

Principle 9 - Establish a remuneration policy supportive of long-term value creation and the company's purpose, strategy and culture

The Remuneration Committee oversees the structure and outcomes of management's remuneration and uses an independent, reputable external adviser to benchmark remuneration against relevant peer groups and market practice, ensuring arrangements remain appropriate and competitive.

 

In addition to fixed pay and benefits, the Group operates share-based incentive arrangements for senior management to align leadership interests with shareholders and to support retention and performance over the medium to long term. Remuneration decisions are taken with regard to the Company's stage of development, overall performance, individual contribution, internal pay considerations and the need to maintain an appropriate balance between reward and sustainable value creation.

 

 

 

Build Trust

Principle 10 - Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company ensures transparency through regular shareholder updates and regulatory announcements. As mentioned in Principle 2, financial performance, strategic initiatives, and operational developments are shared via various channels such as our website, social media and third-party platforms, to foster investor confidence.

 

The Company has established Board Committees with clear remits:

·      The Audit Committee is to meet at least once every financial quarter and is responsible for overseeing financial reporting, internal controls, and business risk management. It ensures the integrity of financial statements, reviews key financial policies and practices, and assesses the assurance process for the Annual Report to ensure it is fair, balanced, and understandable. It reviews emerging risks, oversees risk exposures, and ensures robust assessment processes are in place. It also maintains oversight of whistleblowing arrangements, fraud prevention systems, and ethical conduct policies.

 

·      The Remuneration Committee is responsible for setting executive pay and reviewing employee benefit structures. The activities of the committee in the year included the approval of directors' remuneration as set out in the Directors' Remuneration Report and of awards under incentive schemes as described in Notes 26 and 28.

 

·      The Nomination Committee oversees Board composition and succession planning.

 

·      The Sustainability & Technical Committee monitors ESG risks, oversees health and safety, reviews environmental and social incidents, and advises on ESG disclosures and targets.

 

All committees operate under formally adopted terms of reference and report to the Board.

 

ACG Metals will continue to assess and refine its corporate governance policies in alignment with its growth and evolving operational landscape. The company will report annually on its compliance with the QCA Code and update its governance statement accordingly.

 

By adhering to the QCA Code, ACG Metals will demonstrate its commitment to good corporate governance, which is essential for building trust with investors and other stakeholders, and for achieving long-term success. As the Company continues to operate, the Company will re-evaluate its corporate governance policies and procedures in line with the size and operations of an enlarged group. This will include an assessment and implementation of the Company's policy and objectives concerning diversity (which is currently not in place due to the early stage of the Company's development), and composition of management and Board committees. At the same time, the Company will review any additional risk management and internal control processes that need to be put in place.

 

The Company will report to its shareholders as to its compliance with the QCA Code on an ongoing basis and will publish an updated Corporate Governance statement annually.

 

QCA Code - Areas of Non-Compliance and Explanation

 

QCA Principle	Current Level of Compliance	Explanation & Future Action
Principle 5 - Embed effective risk management, internal controls and assurance activities	Partially complied with	The Group has a robust risk management framework and committee oversight; however, the management is continuing to formalise and enhance the review of internal control processes and assurance activities to strengthen governance and oversight as the Group expands.
Principle 6 - Maintain the Board as a well-functioning, balanced team led by the chair	Partially complied with	The roles of CEO and Chairman are currently combined to streamline leadership and align governance with execution during the Group's early growth phase. While this structure ensures continuity, we acknowledge that the QCA Code recommends separating these roles to maintain independent oversight. The Board will revisit this structure as the Group matures and scales, with the intention to separate the roles in due course.   Further information is sought on the expected time commitment for each Director and any limitations on external appointments.
Principle 8 - Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement	Partially complied with	Board performance is reviewed; however, the evaluation process is conducted internally without formalised performance metrics. There is currently no disclosure on outcomes or follow-up actions. The Group intends to enhance its evaluation process by introducing a formal framework and considering an external review as the Board evolves.
Principle 10 - Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders	Partially complied with	While shareholder engagement is actively maintained through announcements and meetings, the Company intends to enhance its governance reporting over time, including (as appropriate) clearer disclosure of AGM voting outcomes and strengthening the mechanisms used to capture and respond to minority shareholder feedback.    The Company has chosen not to include a separate Audit Committee report in this Annual Report. The Board believes that, at the Company's current stage of development, the preparation of a standalone report would not add substantive value for shareholders. Relevant information on financial reporting oversight and risk management is instead integrated within the Corporate Governance section. This approach will be reviewed annually.
Diversity Policy (related to Principle 7)	Not in place	The Company does not currently have a formal Board or management diversity policy in place due to the early stage of development. A formal diversity policy will be introduced as the Group expands, to support Board composition and talent development in alignment with ESG objectives.

 

 

 

 

On behalf of the Board

 

 

Artem Volynets

13 April 2026

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

In 2025, the Group's ESG work focused on three main themes: establishing a robust baseline for ESG performance; strengthening governance and beginning to establish risk management frameworks; and progressing climate-related and sustainability reporting in line with evolving UK and Turkish regulatory expectations, including the FCA's ESG Sourcebook and the emerging Turkish Sustainability Reporting Standards (TSRS), both based on IFRS Sustainability Disclosure Standards.

 

ESG governance

The Board has ultimate responsibility for overseeing ESG-related risks and opportunities that could reasonably affect the Group's long-term prospects and profitability. ESG matters are considered in Board discussions on strategy, capital projects, risk management and stakeholder engagement.

 

The Board is supported by a Technical and Sustainability Committee ("T&S Committee"), which oversees technical and sustainability-related impacts, including climate change, tailings and water management, environment, social aspects and health and safety. The T&S Committee Terms of Reference set out its purpose of managing key ESG topics, including progress against agreed priorities. Its function is to provide recommendations to the Board and management on sustainability-related risks, opportunities and disclosures.

 

The Audit Committee will oversee the integration of material ESG risks into the Group's risk register as it develops, the internal control environment and external reporting, in line with expectations under the FCA ESG Sourcebook for climate and sustainability-related disclosures. The Remuneration and Nomination Committee is responsible for Board composition and executive incentives.

 

During 2025 the Group strengthened its governance framework by:

·      Establishing key Board committees: Audit, Remuneration and Nomination, Transaction, Disclosure and Technical and Sustainability,  each with formal Terms of Reference.

·      Adopting Group‑wide policies for whistleblowing, conflicts of interest, related‑party transactions and charitable donations and commencing a comprehensive review of anti‑bribery and corruption policies with external advisers, planned to be completed in 2026.

·      Publishing a Modern Slavery Statement and commencing development of a Group‑level ESG policy under the supervision of the T&S Committee.

These steps support regulatory expectations that companies put in place clear governance, policies and oversight for ESG and climate-related disclosures.

 

ESG strategy and materiality

ACG's strategy is to build a diversified copper platform, underpinned by disciplined acquisitions, operational excellence and strong ESG performance. The Gediktepe mine in Western Türkiye is the Group's first producing asset and is expected to transition from oxide gold and silver production to primary copper and zinc production from mid-2026, with targeted steady state production of 20-25 ktpa copper equivalent over an initial 11 year mine life.

In 2025 the Group completed its first double materiality assessment, facilitated by an external adviser, to identify sustainability topics that are most material to the business and its stakeholders. The assessment drew on international mining ESG standards, peer benchmarking and local context around Gediktepe, and included surveys and interviews with employees, contractors, community representatives, government stakeholders, a refinery partner and a significant shareholder. Topics were assessed for both their impact on society and the environment and their potential to affect ACG's enterprise value and were validated by management and the T&S Committee.

 

The Group's 2025 material topics are grouped into four themes:

·      Health and Safety - Occupational health and safety; emergency preparedness.

·      Our People - Talent attraction, retention and development; responsible employment practices; non-discrimination and equal opportunities.

·      The Environment - Tailings and waste management; responsible water stewardship; biodiversity; acid rock drainage; air emissions; climate change adaptation and resilience.

·      Our Communities and Ethics - Community engagement and impact; land and resource rights; anti‑corruption.

 

These themes inform the Group's ESG priorities, risk management and emerging sustainability targets and align with the focus on establishing more formal governance, strategy, risk management, and metrics and targets for climate and sustainability-related disclosures during 2026.

 

Risk management and integrated management system

During 2025 ACG began formalising a Groupwide enterprise risk management ("ERM") framework that will explicitly incorporate climate-and-sustainability-related risks and opportunities alongside traditional operational and financial risks as it is developed throughout 2026. Risk management is led by the Chief Financial Officer ("CFO") and Chief Operating Officer ("COO") working with senior management, to coordinate risk appetite, identification, assessment and monitoring across the business.

 

The Group operates a mature Integrated Management System ("IMS") that brings together environmental, quality and occupational health and safety management in a single framework aligned with ISO 14001, ISO 9001 and ISO 45001 at the operational level. The system includes policies, planning processes, documented procedures, internal audits and regular management reviews and supports continual improvement in line with regulatory expectations to use robust processes and the most uptodate information when preparing climate and sustainability-related disclosures.

 

Health and safety

Safe operations are fundamental to ACG's licence to operate and are recognised as one of the most material ESG topics for the Group. Gediktepe operates under a comprehensive Health and Safety Management System aligned with ISO 45001 and integrated into the Group's overall IMS.

 

In 2025:

·      The Group achieved an LTIF of 0.66, with approximately 1.6 million man-hours worked without a Lost Time Injury during the year.

·      All employees and contractors received regular health and safety training, including emergency preparedness, risk awareness and safe work procedures, supported by toolbox talks and ongoing coaching.

·      The number of contractors on site increased significantly due to construction of the sulphide processing plant and associated infrastructure, and their safety performance was actively managed through pre‑qualification, induction, additional training and close engagement with the site leadership team.

 

Emergency preparedness is a core element of ACG's health, safety, and environmental risk management.

 

At Gediktepe:

·      Emergency Response Teams ("ERT") are established across all departments, supported by documented protocols that meet Turkish legal requirements, including three levels of emergency response and provisions for prevention of major industrial accidents involving dangerous substances under Seveso aligned regulations.

·      Regular emergency drills are conducted to test response plans, evacuation routes and communications.

·      A 24/7 on‑site medical unit with nine staff provides medical support, routine physical and mental health checks and first aid and occasionally supports nearby communities where healthcare access is limited.

 

In 2026 the Group will continue to target zero Lost Time Injuries, further embed a proactive safety culture across employees and contractors, and begin exploring ways to engage local communities more formally in emergency preparedness, drawing on international good practice.

 

Our people

ACG's success depends on attracting, developing and retaining a skilled, diverse and engaged workforce. Employment is also one of the most tangible contributions the Group makes to local economic development in the regions where it operates.

 

In 2025:

·      The Group employed approximately 300 people, of whom 56% were from local communities, and 27% of new hires during the year were female.

·      84.6% of blue collar and 19% of white collar workers were recruited locally, reflecting the Group's focus on building local capabilities and providing long term career opportunities.

·      The Group continued to invest in training and development, including technical skills, leadership, safety and compliance, with the intention to increase training hours per employee in 2026.

 

ACG maintains policies and practices aimed at responsible employment, non-discrimination and equal opportunities and has adopted a Modern Slavery Statement. ACG is committed to ensuring fair and safe working conditions, respecting human rights and supporting diversity as the organisation grows and will further formalise its human resources policies, including equal pay and diversity frameworks, in future periods.

 

Environment

Environmental stewardship is central to ACG's long term strategy and a key focus for stakeholders. In 2025 the Group's priorities included tailings and waste management, responsible water stewardship, biodiversity, air emissions, acid rock drainage and climate change resilience.

 

Tailings and waste management

Since acquiring Gediktepe, ACG has prioritised conformance with the Global Industry Standard on Tailings Management ("GISTM"). Work to align the site's tailings facilities with GISTM requirements has been overseen by the Sustainability and Technical Committee, supported by external experts, and is ongoing. Tailings design, monitoring and governance have been strengthened through the IMS, and this will remain a major area of focus alongside commissioning of the sulphide plant. Risks for the tailings storage facility ("TSF") are integrated into the ERM framework.

 

The planned Enriched Ore Treatment Project, which will process stockpiled and enriched ore that would otherwise be classified as waste, illustrates the Group's approach to resource efficiency and waste minimisation. Currently subject to permitting, this project is expected to produce an additional 57kt copper equivalent between 2026 and 2030 with no impact on the existing oxide or sulphide plants.

 

Water stewardship and biodiversity

ACG recognises responsible water use as a material topic for Gediktepe and the wider business. At site level, ACG has implemented water recycling systems and monitors indicators such as freshwater make‑up volumes, effluent volumes, recycled water and unit water consumption. In 2025 ACG began reviewing its water data practices against leading ESG frameworks and strengthening systems to support more consistent, transparent reporting in future years.

To support biodiversity, a reforestation programme has been launched to restore disturbed areas progressively and enhance local ecosystems around the mine. Biodiversity and land disturbance are considered in mine planning, and further work is planned to develop a more formal biodiversity management plan aligned with international standards.

 

Climate change, GHG emissions and resilience

Consistent with the FCA's requirements for climate related financial disclosures and the TCFD framework, ACG advanced its climate-related work in 2025 which is detailed further in the Sustainability Report published on our website. Key actions included:

·      Commissioning an external climate change risk assessment ("CCRA") covering both physical and transition climate risks across the Group.

·      Performing climate-related scenario analysis using three distinct scenarios, aligned with TCFD guidance, to test the resilience of the Group's strategy under different global warming and decarbonisation pathways.

·      Beginning to integrate climate-related risks and opportunities into the ERM framework and Group risk register, including clarified risk ownership and enhanced reporting to senior management and the Board.

 

Data collection for greenhouse gas (GHG) emissions and water usage progressed during 2025, including internal assessments of alignment with recognised standards. The Group intends to define and disclose measurable GHG and water reduction targets in the 2026 reporting period, subject to management review and taking into account operational realities during the construction phase.

 

ACG remains committed to strengthening climate governance at Board level and aligning climate-related reporting with TCFD recommendations and IFRS based TSRS requirements as they come into effect for Turkish entities.

 

Communities and ethical conduct

ACG aims to create long-term value for host communities through employment, procurement, infrastructure and social investment. Following the acquisition of Polimetal, ACG has focused on integrating and enhancing existing community engagement, with initiatives at Gediktepe including local employment, contractor opportunities and targeted community support programmes.

 

A more formalised ESG risk register is planned to be implemented in 2026, as part of the development of the ERM, with ESG-related risk management to be embedded in Group reporting, escalation and internal control systems.

The Group has adopted whistleblowing, anticorruption and related party transaction policies and has commenced an in-depth review of its antibribery and corruption framework with external advisers. These policies are designed to ensure that the Group operates to high ethical standards and meets regulatory expectations, including emerging antigreenwashing and sustainability labelling rules where relevant to the Group's products and disclosures.

 

ESG reporting and FCA ESG Sourcebook alignment

In Q1 2026 ACG prepared its inaugural Sustainability Report for the year ended 31 December 2025, which provides more detailed disclosure on the topics summarised in this ESG chapter. The Sustainability Report is intended to complement the Annual Report and to support the Group's pathway towards future climate-and-sustainability-related reporting requirements.

 

The Board acknowledges that ACG is not yet in full compliance with all TCFD recommendations and related rules but views 2025 as a foundational year in which key governance, data, systems and risk processes have been established. The Group's priorities for 2026 include:

·      Completing the development of a formal ESG roadmap and entity level sustainability targets.

·      Advancing GHG and water data systems and disclosing quantitative metrics and targets.

·      Further integrating climate and sustainability related risks into ERM and strategic planning.

·      Continuing GISTM conformance work at Gediktepe.

·      Enhancing disclosure in line with TCFD, TSRS and FCA ESG requirements, including clearer explanation of data limitations and use of proxies.

 

The Board believes that the initiatives undertaken in 2025 have strengthened ACG's ESG foundations, improved transparency for investors and other stakeholders and positioned the Group to meet the evolving expectations of regulators, capital providers and communities in relation to climate and sustainability related disclosures.

 

 

FINANCIAL RISK MANAGEMENT

Principal risks and uncertainties

The Group's business activities expose it to a variety of risks, including financing and cashflow risks, and strategic and other emerging risks in the course of business.

 

In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

·      Cash and cash equivalents

·      Trade payables and accruals

·      Derivative Financial Instruments (at fair value through profit or loss)

·      Loans (measured through amortised cost)

 

 

Trade and other payables and loans are measured at amortised cost. The financial liabilities were $38.1 million (2024: $24.8 million) in respect of Trade payables and accruals and $208.3 million (2024: $39.6 million) for Loans and borrowings. To the extent financial instruments are not carried at fair value, book value approximates to fair value at 31 December 2025. The management of risk is a fundamental concern of the Group's management. This note summarises the key risks to the Group and the policies and procedures put in place by management to manage it.

 

 

Risk Summary	Potential impact on the Group	Mitigating factors	Change in the year before mitigation factors
HEALTH AND SAFETY RISK The mining operation has inherent risk. Additionally, the location of the mine, and potential political and social issues may arise which could affect the safety of the workforce.   As 2025 was a year of transition with increased number of personnel and contractors on site due to the sulphide expansion, this risk is considered higher compared to the prior year.	·      Poor management of our workforce impacts on our community and reputation. ·      Non-compliance with regulations can result in financial loss such as litigation consequences and imposition of fines, loss of production due to injury or fatality, and withdrawal of mining licenses.	·      Health and safety policies and procedures are implemented. Adherence to this is taken very seriously by management. ·      Training is held regularly and is rigorously monitored.  ·      Dedicated professional personnel monitor and ensure we comply with laws and regulations.	h
PROSPECTIVE TARGETS The Group aims to complete a series of acquisitions toward becoming a premier copper supplier. Identifying and evaluating prospective targets carries inherent risk of the target's valuation, financial health, operational stability and challenges, market, and regulatory uncertainty.    While the Group maintains an active pipeline review process, no potential targets advanced to final stages during 2025. Consequently, the associated risk exposure is lower than in 2024.	·      One or more shortfalls of any inherent risk factors could result in an acquisition with insufficient or negative returns, loss of market confidence in the Group, operational disruptions, opportunity costs on better targets, and legal and compliance issues. ·      Any due diligence conducted by the Group in connection with an acquisition may not have revealed all the liabilities and risks of the target, which could have a material adverse effect on the Group's financial condition or results of operations. ·      The Group may not be able to raise sufficient funds (debt or equity) to fund an acquisition. ·      If the Group is able to complete another acquisition, there can be no assurance that the Group will be successful in executing its strategy or business plan in the future, which could materially adversely affect the Group and its Shareholders.	·      In evaluating prospective acquisition targets, the Group conducts thorough due diligence which encompasses, among other things, meetings with incumbent management and key employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that is explicitly or otherwise made available to the Group. These processes ensure that the risk to shareholders' capital is mitigated to the extent these processes are able to identify additional risks. ·      The Group is well-equipped with a diverse and well-experienced leadership and advisory team from around the globe.  The Group utilises the team's ongoing support and direction on ongoing target evaluations. ·      The Group has retained the services of consultants and third-party advisors who, together with the Directors and management, will work to negotiate and execute an acquisition in an effective manner, with the aim of minimising these concerns.	i
COMMODITY RISK The Group's revenues and profitability are significantly influenced by fluctuations of metal prices, particularly gold, silver and once commercial, copper and zinc, which experienced higher volatility in 2025 compared to prior year.	A fall in the commodity price could lead to a significant reduction of revenue and by extension, cashflows.	The management team frequently tracks trends in the commodity price and reviews hedging options to limit exposure.	h
FOREIGN CURRENCY RISK Foreign exchange risk arises from adverse movements in currency exchange rates.   Operating internationally exposes the Group to currency fluctuations, especially between the US Dollar (USD) and the Turkish Lira (TRY). Gediktepe's operational currency is denominated in Turkish Lira whereas the Group's functional and reporting currency is the US Dollar. The Turkish Lira is subject to volatility which needs to be managed.	Devaluations on the US Dollar/Turkish Lira exchange rate could affect future cash flows at an operational level and on corporate financing.	·      With revenues generated in USD and operating costs incurred in TRY, the Group is able to mitigate the effects of currency devaluation and maintain adequate cash flow. ·      The management team tracks currency fluctuations and can exercise hedging options to limit exposure and manage the treasury function.	-
COUNTRY RISK Turkey is located in a region that has been subject to ongoing political and security concerns, especially in recent years. Political uncertainty within Turkey and in certain neighbouring and nearby countries, has historically been one of the potential risks associated with investment in Turkey. Turkey has from time to time experienced volatile political and social conditions. Political considerations may again influence interest rates and monetary policy in the future.	A failure of the Turkish Authorities, Central Bank and/or the Turkish Treasury to implement effective policies might adversely affect the Turkish economy and thus have a material adverse effect on the Group's business, financial condition and results of operations.	Gediktepe is in good standing with local authorities and agencies, and the Group maintains a good relationship with the former owner of Gediktepe, who can support and advise on the Turkish fiscal and social climate.	-
LIQUIDITY RISK Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group manages this risk by maintaining adequate cash reserves, monitoring cash flow forecasts, and ensuring access to diverse funding sources. The Group aims to align the maturity profiles of financial assets and liabilities to prevent liquidity shortfalls. The Group has available debt facilities and equity contributions to address liquidity shortfalls.   To further the exploration and advancement of Gediktepe, the Group accessed capital through a covenant restricted bond placement in January 2025 and an oversubscribed equity raise in November 2025, underscoring its ability to draw on multiple funding channels.	·        Failure to manage financing requirements may lead to a breach of bond terms. ·        Cost of debt may rise which restricts access of additional funding.	·        Management has implemented minimum internal liquidity measures and cash flow procedures to track liquidity and identify shortfalls. ·        The Group's ability to manage corresponding risks such as commodity and currency fluctuations will impact liquidity.	h
MINERAL RESOURCES AND RESERVES Estimates of Mineral Resources and Ore Reserves involve significant judgement, and assumptions which may prove unreliable. Testing of samples may not be representative of the entire population, and actual production conditions may hinder recovery or economic value. Similarly, exploration and mine development provide no guarantee of mineral discovery or the ability to transition the discovery to an operating state. This guarantee extends to securing permits and licenses.	·      Exploration efforts may prove costly and unfruitful. ·      Production output along with market price conditions for gold and silver, may not translate into profitability.	·      The Group has a well-experienced and knowledgeable technical team to exercise judgement and expertise ion determining the accuracy of resources available.  This extends to the production team who has managed the mining process for many years. ·      Exploration and development activities are evaluated by both internal and externally qualified parties, and the next stage of activity is determined and reviewed comprehensively before approvals are given.	-

 

 

DIRECTORS' REMUNERATION REPORT

 

The Board of Directors present the Directors' Remuneration Report for ACG Metals Limited and its subsidiaries (the "Group") for the year ended 31 December 2025.

 

Remuneration Policy

The remuneration structure aligns with ACG's corporate governance principles and long-term incentive strategy.

 

·      Base fees for Non-Executive Directors were set at IPO and were not increased during the period.

·      Executive remuneration is designed to attract, retain, and reward senior management, ensuring long-term value creation.

·      Performance-based incentives include long-term equity participation through the ACG Equity Incentive Plan.

 

The Group does not offer guaranteed bonuses to executive or non-executive Directors.  No additional, non-contractual bonuses were given to Directors or employees at the Group's discretion.

 

Performance Considerations

Executive remuneration is linked to performance, with share-based awards subject to vesting conditions. Non-Executive Directors receive fixed fees and share grants based on contributions to strategic growth. In determining Director pay, the Board considers pay conditions across the Group, ensuring equity and fairness and the Group's performance relative to industry benchmarks.

 

Directors' Remuneration (US$)

 

	Artem Volynets	Fiona Paulus	Mark Cutis	Hendrik Faul	Marteen Terlouw	Mustafa Aksoy	Michael Pompeo
Fixed Pay	797,823	105,000	105,000	105,000	102,000	102,000	100,000
Total Fixed Pay	797,823	105,000	105,000	105,000	102,000	102,000	100,000
Other Pay	458,333	-	-	-	-	-	-
Total remuneration	1,256,156	105,000	105,000	105,000	102,000	102,000	100,000

 

Total remuneration paid to Executive Director Artem Volynets was $1,256,156 and is paid to a service company controlled by Artem Volynets.  Artem Volynets was paid a discretionary cash performance bonus of $458,333 in March 2025 in respect of performance in 2024, in line with the description of bonus arrangements in the Prospectus.  The bonus was not recognised in 2024 because it was not approved by the Remuneration Committee until 2025. A cash bonus of $700,000 has been accounted for 2025 performance.

 

Share-Based Incentives & Awards

As part of ACG Metals' long-term incentive plan (LTIP), the Board approved 72,197 share option awards to Michael Pompeo in 2025. In January 2026, the Board approved 756,246 share awards to Artem Volynets. These instruments were issued under IFRS 2 - Share-Based Payments as part of the long-term incentive structure.

 

Warrants & Incentives

As of 31 December 2024, Artem Volynets held a total of 1,279,266 share warrants, comprised of 156,546 indirectly held and 1,122,721 directly held. In 2025 a warrant tender transpired whereby these warrants were exchanged for 89,548 Class A Ordinary Shares.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ACG METALS LIMITED

 

Opinion

We have audited the financial statements of ACG Metals Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss and Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards issued by the International Accounting Standards Board.

 

In our opinion:

·      the financial statements give a true and fair view of the state of the group's affairs as at 31 December 2025 and of the group's loss for the year then ended; and

·      the group financial statements have been properly prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

 

Basis for opinion

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 public interest 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.

 

 

Summary of our audit approach

Key audit matters	Group Impact of the Sulphide Expansion Project
Materiality	Group Overall materiality: $3,000,000 (2024: $3,000,000) Performance materiality: $1,950,000 (2024: $2,000,000)
Scope	Our audit procedures covered 100% of revenue, total assets and profit before tax.

 

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group 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 group financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

 

Impact of the Sulphide Expansion Project
Key audit matter description	As noted in the Strategic Report, a key focus of the Group in 2025 was the Sulphide Expansion Project, aimed at converting the Gediktepe mine into a long-life copper and zinc concentrate producer, with targeted completion by the middle of 2026. The key areas of the financial statements affected by this project include:   Property, plant, and equipment As disclosed in Note 13 the Sulphide Expansion Project has resulted in significant capital additions in 2025, and these assets now represent the majority of the Group's property, plant and equipment balance. As capital expenditure is highly material, audit risks exist in relation to: ·    Classification and measurement of capital additions in the period, including the capitalisation of borrowing costs under IAS 23. ·    Estimates and judgements in respect of the useful economic lives of the existing oxide assets, some of which will continue to be used in the sulphide development phase. Rehabilitation provisions As disclosed in Note 17 movements in the provision in 2025 related to additional costs for the Sulphide Expansion Project and a reassessment of the quantum and timing of closure costs for the Oxide facilities. As disclosed in Note 2.19, the valuation of the rehabilitation provision is highly judgemental, and audit risks exist in relation to: ·    Estimates of future rehabilitation costs and timing of such costs. Going concern and impairment The Sulphide Expansion Project is expected to contribute significantly to the Group's cashflows, financial performance and outlook in 2026 and future periods as disclosed in note 2.1.1.  Given the reliance on the Sulphide Expansion Project for viability of the group, audit risks exist in relation to: ·    The reliability of the financial model used by management in its going concern and impairment assessments. ·    Estimates and judgements made in respect of the inputs to the model, including, but not limited to, the ability to complete the project, the timing of start of commercial production, future production levels and operating costs and commodity prices. The Sulphide Expansion Project is considered to be a key audit matter due to the number of financial statement areas impacted, that have been identified as significant and higher assessed risks, and its overall significance to the financial statements as a whole.
How the matter was addressed in the audit	Audit procedures performed included: Property, plant, and equipment ·    Performing substantive testing on a sample of additions to property, plant and equipment by agreeing items to supporting documentation. ·    Auditing management's calculation of borrowing costs capitalised under IAS 23. ·    Challenging management's assessment of the impact of the current mine plan on useful economic lives, the commencement of commercial production and related depreciation and amortisation charges. ·    Visiting the Polimetal mine in Turkey to corroborate existence of the Sulphide Expansion Project assets and assess the consistency of the accounting treatment adopted by management with our observations on-site. Rehabilitation provisions ·    Engaging an auditor's expert to review mine closure reports commissioned by management to confirm the appropriateness of the methodology and key assumptions and inputs. Going concern and impairment ·    Engaging an auditor's expert in financial modelling to assess the mathematical accuracy and internal consistency of the financial model. ·    Auditing significant inputs to the model with reference to mine plan forecasts for production, actual and forecast commodity prices based on published prices and other supporting information. ·    Completing sensitivity analysis on key judgements such as the timing of commencement of commercial Sulphide production.
Key observations	Based on our audit procedures, we concluded that the recognition and measurement of property, plant and equipment and rehabilitation provisions were appropriate.  We did not identify a material uncertainty in respect of going concern.

 

Our application of materiality

When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the misstatements. Based on our professional judgement, we determined materiality as follows:

 

	2025	2024
Overall materiality	$3,000,000	$3,000,000
Basis for determining overall materiality	Overall materiality represented 4% of adjusted EBITDA	Overall materiality represented 1.5% of total assets
Rationale for benchmark applied	Following the acquisition of Polimetal in 2024, the group results include a full year of operations. The trading results will directly influence both the share price and also future dividend earning potential and therefore adjusted EBITDA (defined as operating profit, adjusted to add back depreciation, amortisation and share based payments) is deemed the most appropriate benchmark for users and is reported by management as a key metric.	Entity made its first acquisition in the period - primary focus of investors expected to be on the assets acquired, represented by total assets, which will generate future revenue and profits.
Performance materiality	$1,950,000	$2,000,000
Basis for determining performance materiality	65% of overall materiality	65% of overall materiality
Reporting of misstatements to the Audit Committee	Misstatements in excess of $150,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds.	Misstatements in excess of $150,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds.

 

An overview of the scope of our audit

The group consists of 3 components, located in the following countries: British Virgin Islands, United Kingdom and Turkey.

 

Full scope audits were performed for 3 components and our full scope audit procedures covered 100% of revenue, total assets and result before tax.

 

The full scope audit for 1 component was undertaken by a component auditor.  

 

Conclusions relating to going concern

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 ability to continue to adopt the going concern basis of accounting included:

·      Obtaining an understanding of management's going concern evaluation;

·      Reviewing the cash flow forecasts of the Group and challenging the assumptions made by management;

·      Engaging an auditor's expert in financial modelling to assess the mathematical accuracy and internal consistency of the financial model;

·      Reviewing the terms of financing arrangements alongside covenant calculations prepared by management and checking that they have been incorporated into the forecasts;

·      Completing sensitivity analysis on key judgements such as the timing of commencement of commercial Sulphide production;

·      Evaluating the Group's disclosures on going concern.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

 

Other information

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 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.

 

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.

 

We have nothing to report in this regard.

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the 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.

 

In preparing the financial statements, the directors are responsible for assessing the group'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 to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

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.

 

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations.  The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. 

 

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. 

 

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team and component auditors:

·      obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group operates in and how the group and parent company are complying with the legal and regulatory frameworks;

·      inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

·      discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud having obtained an understanding of the overall control environment.

 

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the financial statements were communicated to component auditors.  Any instances of non-compliance with laws and regulations identified and communicated by a component auditor were considered in our audit approach.

 

The most significant laws and regulations were determined as follows:

 

Legislation / Regulation		Additional audit procedures performed by the Group audit engagement team and component auditors included:
IFRS		Review of the financial statement disclosures and testing to supporting documentation Completion of disclosure checklists to identify areas of non-compliance
Tax compliance regulations		Inspection of advice received from internal / external tax advisors Inspection of correspondence with local tax authorities Input from a tax specialist was obtained regarding the approach to auditing Turkish tax
Environmental regulations; Health and safety regulations; Anti-bribery and corruption laws		Enquiry of internal and external legal advisors Inspection of policies and procedures, internal reports and minutes of the meetings of the Board, Committees and management

 

The areas that we identified as being susceptible to material misstatement due to fraud were:

Risk		Audit procedures performed by the audit engagement team:
Revenue recognition		Testing cut-off of revenue transactions around the reporting date and the accuracy of revenue recorded in the year; Testing existence and valuation of revenue recorded in the financial statements to supporting documentation and cash receipts.
Management override of controls		Testing the appropriateness of journal entries and other adjustments; Assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

 

A further description of our responsibilities for the audit of the financial statements is included in Appendix 1 of this auditor's report. This description forms part of our auditor's report.

 

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the directors on 20 April 2022 to audit the financial statements for the period ending 30 June 2022 and subsequent financial periods.

 

The period of total uninterrupted consecutive appointments is four financial periods, covering the period from incorporation to 30 June 2022 (prior to the company's listing on the London Stock Exchange on 7 October 2022), the 18-month period ended 31 December 2023 and the two subsequent years ended 31 December 2024 and 31 December 2025.

 

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.

 

Our audit opinion is consistent with the additional report to the audit committee in accordance with ISAs (UK).

 

Use of our report

This report is made solely to the company's members, as a body, in accordance our engagement letter dated 22 November 2024 and rule 4.1.7 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority. Our audit work has been undertaken so that we might state to the 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.

 

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rules, these financial statements will form part of the Annual Financial Report prepared in Extensible Hypertext Markup Language (XHTML) format and filed on the National Storage Mechanism of the UK FCA. This auditor's report provides no assurance over whether the annual financial report has been prepared in XHTML format.

 

Graham Ricketts (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Auditor

Chartered Accountants

25 Farringdon Street

London

EC4A 4AB

United Kingdom

Date: 13 April 2026

 

 

Appendix 1: Auditor's responsibilities for the audit of the financial statements

 

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

·      Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. We include an explanation in the auditor's report of the extent to which the audit was capable of detecting irregularities, including fraud.

 

·      Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control.

 

·      Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

 

·      Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern. If we conclude that the use of the going concern basis of accounting is appropriate and no material uncertainties have been identified, we report these conclusions in the auditor's report. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the group to cease to continue as a going concern.

 

·      Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

·      Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the Group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, including the FRC's Ethical Standard as applied to listed public interest entities, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

We are required to include in the auditor's report an explanation of how we evaluated management's assessment of the group's ability to continue as a going concern and, where relevant, key observations arising with respect to that evaluation

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 

		Year ended	Year ended
		31 December	31 December
		2025	2024
		$000	$000
Revenue		135,584	57,745
Cost of Sales	6	(57,134)	(33,704)
Gross Profit		78,450	24,041
General administrative expenses	6	(12,430)	(18,507)
Share-based payments	26	(5,144)	(1,050)
Other income from operating activities	5	2,137	301
Operating profit	6	63,013	4,785
Finance income	7	23,655	1,104
Finance expense	7	(31,918)	(4,388)
Fair value loss on derivative liabilities	8	(51,956)	(8,472)
Fair value loss on contingent consideration	8	(30,783)	-
Fair value gain on deferred consideration	8	1,026	-
Loss before tax on continuing operations		(26,963)	(6,971)
Tax expense	9	(16,417)	(6,118)
Loss for the year		(43,380)	(13,089)
Other Comprehensive income
Actuarial losses on employee benefit scheme		(247)	(27)
Other Comprehensive income		(247)	(27)
Total Comprehensive Loss		(43,627)	(13,116)
Loss per Share - basic and diluted	10	(2.04)	(1.58)

 

 

The accompanying notes are an integral part of these financial statements.

All amounts are derived from continuing operations.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		At 31 December	At 31 December
		2025	2024
		$000	$000
Assets
Non-current assets
Property, plant, and equipment	13	118,783	43,201
Intangible assets	14	125,568	130,116
Deposits paid for plant and equipment		23,033	-
Other non-current assets	12	404	293
		-----------------	-----------------
Total non-current assets		267,788	173,610
Current assets
Cash and cash equivalents	21	145,135	9,675
Trade and other receivables	20	7,106	8,098
Inventories	19	14,784	7,429
		-----------------	-----------------
Total current assets		167,025	25,202
		-----------------	-----------------
TOTAL ASSETS		434,813	198,812
		===========	===========
Equity and liability
Non-current liabilities
Loans & borrowings	23	194,542	-
Deferred revenue		32	108
Deferred taxation	9	16,632	18,626
Contingent consideration	16	46,334	15,551
Provisions	17	11,851	13,817
		-----------------	-----------------
Total non-current liabilities		269,391	48,102
		-----------------	-----------------
Current liabilities
Loans & borrowings	23	13,849	39,611
Redeemable public share liabilities	25	25	25
Derivative financial instruments	24	50,541	14,890
Trade and other payables	22	38,156	24,785
Deferred consideration	16	-	6,839
Deferred revenue		577	527
Provisions	17	458	186
Current tax liabilities		12,015	5,536
		-----------------	-----------------
Total current liabilities		115,621	92,399
		-----------------	-----------------
TOTAL LIABILITIES		385,012	140,501
		-----------------	-----------------
Equity
Share capital	25	120,870	90,897
Share-based payment reserve	26	5,510	366
Other equity reserve	27	10,963	10,963
Other comprehensive income reserve	27	(274)	(27)
Accumulated loss		(87,268)	(43,888)
		-----------------	-----------------
Equity attributable to equity holders of the parent		49,801	58,311
		-----------------	-----------------
TOTAL EQUITY AND LIABILITIES		434,813	198,812
		===========	===========

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)

 

 

These financial statements were approved and authorised for issue by the Board of Directors on 13 April 2026 and were signed on its behalf by:

 

 

 

 

Executive Director

 

 

 

Company Registration Number: 2067083 (registered in BVI)

 

The accompanying notes are an integral part of these financial statements.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

	Issued share capital	Share-based payment reserve	Share subscription advances and sponsor loans	Other equity reserve	Other comprehensive income reserve	Accumulated losses	Total
	$000	$000	$000	$000	$000	$000	$000
Balance as at 1 January 2025	90,897	366	-	10,963	(27)	(43,888)	58,311
Profit  / (loss) for the year	-	-	-	-	-	(43,380)	(43,380)
Other Comprehensive income not recognised in profit / (loss)
Other movements in Other Comprehensive Income	-	-	-	-	(247)	-	(247)
Total comprehensive loss for the year			-		(247)	(43,380)	(43,627)
Transactions with owners recorded directly in equity
Settlement of warrants through issuance of ordinary shares	14,933	-	-	-	-	-	14,933
Issue of 1,128,614 ordinary A shares - SART	15,040	-	-	-	-	-	15,040
Share-based payments	-	5,144	-	-	-	-	5,144
Balance as at 31 December 2025	120,870	5,510	-	10,963	(274)	(87,268)	49,801

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

 

	Issued Share capital	Share Premium	Share based payment reserve	Share subscription advances and sponsor loans	Other Equity Reserve	Other comprehensive income reserve	Accumulated losses	Total
	$000	$000	$000	$000	$000	$000	$000	$000
Balance as at 1st January 2024	2,031	-	-	15,425	10,963	-	(28,665)	(246)
Profit / (loss) for the year	-	-	-	-	-	-	(13,089)	(13,089)
Other Comprehensive income not recognised in profit / (loss)
Other movements in Other Comprehensive Income	-	-	-	-	-	(27)	-	(27)
								-
Total comprehensive profit for the year	-	-	-	-	-	(27)	(13,089)	(13,116)
Transactions with owners recorded directly in equity
Share based payment - LTIP scheme	684		-	-	-	-	-	684
Issue of 6,646,796 ordinary A shares to Lidya	39,881		-	-	-	-	-	39,881
Issue of 7,715,659 ordinary A shares - Other investors	43,979		-	-	-	-	-	43,979
Issue of 721,102 ordinary A shares - EIP Scheme	-		366	-	-	-	-	366
Sponsor loan received	-		-	3,250	-	-	-	3,250
Fair value adjustment on initial recognition of liability	-		-	2,134	-	-	(2,134)	-
Issue of 758,207 ordinary A shares - Sponsor debt for equity	4,322		-	(3,989)	-	-	-	333
Sponsor loan reclassified to debt	-		-	(16,820)	-	-	-	(16,820)
Balance as at 31 December 2024	90,897		366	-	10,963	(27)	(43,888)	58,311