31 July 2025

Bradda Head Lithium Ltd

("Bradda Head", "Bradda", or the "Company")

Audited Final Results for the financial year ending 28 February 2025

 

Bradda Head Lithium Ltd (AIM: BHL), the North America-focused lithium development group, is pleased to announce its audited financial results for the year ending 28 February 2025.

 

Financial and operational highlights

·    Successful completion of the Basin drill programme in May 2024, which preceded an upgraded Mineral Resource Estimate ("MRE") for an increase from an Inferred 1.0 Mt LCE to an updated total Inferred/Indicated/Measured LCE content of 2.81 Mt.

·      Receipt of the final US$3.0 million royalty payment following MRE update.

·     At our San Domingo pegmatite project, identified new targets and strengthened existing targets by conducting new surface sampling, specifically, channel sampling, on pegmatite exposures proximal to exciting drill hole intercepts.

·      Recorded net profit of US$ 1,100,162 (29 February 2024: net loss of US$ 1,503,858).

·      Cash and cash deposit balances at year end stand at US$ 1,086,596 (28 February 2023: US$ 1,664,662).

 

Ian Stalker, Chairman of Bradda Head, commented:

 

"Despite a challenging year, we maintain steady optimism that the future is bright in the lithium space. A glance at the year demonstrates that Bradda Head has maintained its clear focus to expand and develop our resources and has successfully delivered on our objectives. Similar to 2023, a drilling programme at Basin focused on expansion of the lithium in clay resource, completed in July 2024. Once again, the program was successful and significantly upgraded the Basin resource from 1.00Mt to 2.81Mt of LCE (Lithium Carbonate Equivalent), thereby triggering a royalty payment of US$3.0 million from the Lithium Royalty Company. We were also highly encouraged by the promising results from our San Domingo surface exploration programme, with the identification of new lithium bearing pegmatites at Ruby Soho and excellent channel sample results at Dragon, completed in 2024. Both of these achievements speak to our determined and ongoing efforts to progress our portfolio in a capital efficient manner.

 

"Since year end, we have aimed to finalise drill hole permitting at Dragon and Ruby Soho where high grade spodumene targets were identified, ideally drilling in H2 of 2025. We have already made considerable progress on this front, receiving bond approval on the Dragon NOI in addition to receiving approval to build 35 drill pads on the Ruby Soho, Midnight Owl, and Lone Giant targets post period end. Furthermore, we continue the permitting process at Basin West with the BLM through the successful conversion of the Exploration Plan of Operations (EPO) into an Environmental Assessment (EA), which is now being written for public comment and final BLM approval. The Company successfully completed the land swap with Arizona Lithium Corp, further strengthening our position around the Big Sandy Lithium in clay resource at our Wikieup project.

 

"The Company remains confident in our long-term strategy to provide US lithium for the US market in this ever-changing panorama of global supply chain disruptions. The new US administration has echoed and indeed furthered mandates for domestic origin of critical metals, which translates into and incentivises new growth as government policy shifts spell opportunity. Despite the challenging lithium market, we are primely positioned to capitalise on the distinctive demand for US lithium. Our assets are optimally located to capitalise on this, and to serve US markets that are crucial to the energy transition. We look forward to continuing to meaningfully progress our portfolio, and seize the opportunity presented to us by the strategic location of our assets."

Copies of the 2025 Audited Report and Financial Statements are being posted to shareholders and will shortly be available from the Company's website www.braddaheadltd.com/investors#FinancialReports.   

The Company will post its Notice of Annual General Meeting ("AGM") to Shareholders shortly. The AGM will be held at the Sanderson Suite, Claremont Hotel, Loch Promenade, Douglas, Isle of Man IM1 2LX, with the date to be confirmed.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

 

For further information please visit the Company's website: www.braddaheadltd.com.

 

Contact:

 

Bradda Head Lithium Limited	+44 (0) 1624 639 396
Ian Stalker, Executive Chairman Denham Eke, Finance Director
Beaumont Cornish (Nomad)	+44 (0) 2076 283 396
James Biddle / Roland Cornish
Panmure Gordon (Joint Broker)	+44 (0) 2078 862 500
Hugh Rich
Shard Capital (Joint Broker)	+44 (0) 2071 869 927
Damon Heath / Isabella Pierre
Tavistock (Financial PR)	+ 44 20 7920 3150
Nick Elwes / Josephine Clerkint	[email protected]

 

 

About Bradda Head Lithium Ltd.

Bradda Head Lithium Ltd. is a North America-focused lithium development group. The Company currently has interests in a variety of projects, the most advanced of which are in Central and Western Arizona: The Basin Project (Basin East Project, and the Basin West Project) and the Wikieup Project.

 

The Basin East Project has a Measured Mineral Resource of 20 Mt at an average grade of 929 ppm Li for a total of 99 kt LCE and an Indicated Mineral Resource of 122 Mt at an average grade of 860 ppm Li and an Inferred Mineral Resource of 499 Mt at an average grade of 810 ppm Li for a total of 2.81 Mt LCE. The Group intends to continue to develop its three phase one projects in Arizona, whilst endeavouring to unlock value at its other prospective pegmatite and brine assets in Arizona, Nevada, and Pennsylvania. All of Bradda Head's licences are held on a 100% equity basis and are in close proximity to the required infrastructure. Bradda Head is quoted on the AIM of the London Stock Exchange with the ticker of BHL.

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

 

Chair's Statement and Operational Review

 

It is my pleasure to present the Annual Report and the Audited Financial Statements for Bradda Head Lithium Limited (the "Company" or "Bradda Head") for the year ended 28 February 2025. The 2024/2025 year has been a continuing challenge in a tough lithium market space. It nonetheless has been a busy period for the Company, focussing on our key lithium clay, pegmatite and oil brine projects, and we remain confident in our ability to navigate these tough times towards a successful future for all Bradda supporters.

 

As 2025 has unfolded, there is a growing optimism in the lithium pricing environment that should positively impact on market related values. Bradda Head continues to position itself in the sector and to take advantage of this rising tide through intelligent and strategic lithium exploration, utilizing the space with our 'American' based team and continuing to identify opportunities impactful to the Company as well as to preserve our cash in treasury to be able to take advantage of any appropriate opportunity.

 

Operational Review

Arizona Sedimentary Hosted Lithium Projects

Basin Project

 

Our 2024 Basin exploration drilling programme concluded in May 2024 with the goal of significantly expanding the lithium in clays footprint into the Basin North target. The expansion of clay continues in most directions and extension opportunities remain an objective of the Company's focus. As anticipated, the 2024 drilling resulted in significant expansion and upgrading of the Mineral Resource Estimate, previously released on 28 September 2023.

 

Based on 2,380.24m of core drilling completed as part of the 2024 Basin drill programme, Bradda Head expanded the Lithium Carbonate Equivalent ("LCE") from 1.0 Mt in the three Mineral Resource categories, for an updated total Inferred/Indicated/Measured LCE content of 2.81 Mt. The total new Mineral Resource now comprises 20 million tonnes in the Measured at 929 ppm and 99kt of LCE, the Indicated category at 860 ppm carrying 560kt LCE, and 122 million tonnes, and the Inferred category at 810 ppm, carrying 2,150kt LCE and 499Mt. This was a significant milestone for the Basin Project, with the increase from 1.0 to 2.81Mt LCE being achieved.

 

As per the Gross Overriding Royalty Agreement with the Lithium Royalty Company ("LRC"), this new contained LCE Tonnage, which exceeded the contracted threshold of 2.5 million tonnes LCE, enabled the Company to trigger and receive the payment of the final US$ 3.0 million from LRC in the year.

 

Mineral Resource Statement for Basin East, Basin East Extension and Basin North effective 2 July 2024

Classification	Domain	Tonnes	Mean Grade	LCE (kt)
		Mt	Li (ppm)	LCE (kt)
Measured	Upper Clay	13	720	48
	Upper Clay HG	7	1,316	49
	Lower Clay	1	687	2
	Subtotal	21	929	99
Indicated	Upper Clay	90	794	382
	Upper Clay HG	18	1,302	126
	Lower Clay	14	713	52
	Sub Total	122	860	560
Inferred	Upper Clay	316	741	1,246
	Upper Clay HG	90	1,154	555
	Lower Clay	92	709	348
	Sub Total	498	810	2,149

 

 

·      Mineral Resource statement has an effective date of 2 July 2024.

·      The Mineral Resource is reported using a cut-off grade of 550 ppm Li and is constrained to an optimized open pit shell, which was generated using the following assumptions: lithium carbonate metal prices of 17,200 USD/tLCE; State of

·      Arizona royalty (selling cost) of 6%; operating costs of 35 USD/ tore; Li recovery of 72%; mining dilution and recovery of 0% and 100%; and pit slope angle of 45°.

·      Tonnages are reported in metric units.

·      Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content which are not considered material.

·      Conversion factor of Li metal to lithium carbonate equivalent (LCE) = 5.323

·      The figures above are reported on a gross basis given Bradda's 100% interest in the property

 

The Mineral Resource Update analysis used a stringent approach to both the in-situ density measurement and the cut-off grade utilised. A lower in-situ density and higher cut-off grade than previously reported resulted in a more robust estimate. Both of these measures are currently under review for application into the next drilling campaign and resource expansion.

 

The recent drill results from Basin North solidify Bradda Head's belief in a widespread and continuous lithium-rich stratigraphic sequence, with potential even further into Basin North and across to Basin West that the Company believes will lead to significant resource growth and opportunity to become a Tier 1 lithium deposit.

 

Post year-end, the Company continues to work towards permitting Basin West with the completion and approval of the Environmental Assessment (EA) with the BLM. The Company has outlined numerous high priority drill targets and compelled to remain on course, working with the BLM to complete the EA for approval of exploration drilling. 

 

Wikieup Project

 

On 28 February 2024, the Company announced the completion of the land exchange over the unpatented lode claims at the Wikieup clay project in Western Arizona. Bradda Head retained 66 new claims equating to 1,302 acres (5.27 km²), which the Company staked in early 2019, and held in its subsidiary Zenolith (USA) LLC. In turn, Bradda Head transferred 55 unpatented lode claims to Arizona Lithium's subsidiary, Big Sandy Inc., to the amount of roughly 1,136 acres (4.60 km²), per the terms of this settlement.

 

The Company trimmed back claims across the southern end of the block after reviewing the property and determination of the absence of clays. The Company also dropped all placer claims (considered duplicate of the lode claims) as part of a Companywide cost reduction.

 

Arizona Pegmatite Hosted Lithium Project

San Domingo Project

 

The Company embarked on identification of new targets and strengthened current targets by conducting new surface sampling, specifically, channel sampling, on pegmatite exposures proximal to exciting drill hole intercepts. As new targets were defined, exploration drill hole permitting was undertaken to gain access to the new areas.

 

While previously known and location of several high-grade surface samples, the Dragon target underwent detailed geologic mapping, channel sampling, and rock chip sampling, resulting in the identification of quality targets for drilling. A new NOI (Notice of Intent) was submitted to the BLM, approval of which was approved and bonded post year-end.

 

The following table outlines surface exposures with sound lithium and caesium channel sample results at Dragon.

 

 

·      8.80m @ 0.97% Li20 with 174 ppm Cs at Dragon South

·      10.40m @ 0.68% Li2O with 341 ppm Cs at Dragon South

·      4.80m @ 0.41% Li2O with 336 ppm Cs at Dragon North

·      9.00m @ 0.29% Li2O with 325 ppm Cs at Dragon North

·      4.70m @ 0.28% Li2O with 176 ppm Cs at Dragon North

·      1.90m @ 0.29% Li2O with 609 ppm Cs at Dragon South

 

New channel sampling was undertaken at Midnight Owl, resulting in the discovery of high-grade surface exposures proximal to the 2022-2023 drilling campaigns. One new set of channel samples discovered 8.40m at 1.17% Li₂O with 623 ppm Cs and 625ppm Ta₂O₅, all of which indicate highly mineralized and fractionated pegmatites. The exposures are proximal to drill holes that appeared to narrowly miss the down-dip extension of the spodumene bearing pegmatite outcrops. The pegmatite outcrops, along with new geologic mapping and re-interpretation of the drill holes suggests new and shallow drilling is warranted to test a shallow-dipping body of pegmatite.

 

The Ruby Soho target was newly discovered during follow-up reconnaissance on soil sample anomalies, leading to further surface sampling. Results show a roughly 300-meter pegmatite strike length with values ranging from 0.25 to 3.57% Li₂O from spodumene. The discovery quickly led to definition of drill targets for further drill permitting. Drill hole permitting at Midnight Owl and Ruby Soho was undertaken by amending the existing NOI (Notice of Intent) and was implemented with the BLM, final decision and approval was granted post year-end.

 

Nevada Brine Hosted Lithium Projects

Eureka and Wilson Salt Flat

 

No significant work has been undertaken on this project during the current year.

 

Environment, Social and Governance ("ESG")

 

The Company continues to strive to conduct itself with the highest standards, following Best Management Practices ("BMP") in its operations and aims to achieve outstanding performance in ESG related matters.

 

The Company works closely with both State and Federal levels when it comes to permitting, reclamation, and communications. At each step of the exploration process, both prior to and during drilling, the Company is in regular discussions with all related stakeholders in our claims, including local councils, tribal representatives, and government officials.

 

The Company invited the town council from Wickenburg to our Basin drilling project. Wickenburg is our base of operations and nearest large town. A total of seven people attended, consisting of town council, town manager, and vice mayor. They voiced their support for lithium exploration and hoped to see us eventually develop the project, perhaps to a mining stage. They were impressed by the small drilling footprint and small operations. The commended us on the transparency to explain and share how mineral exploration takes place and how we mitigate environmental impact.

 

The Company also utilised a water well in close proximity to the Basin project, which greatly reduced the distance the water truck must travel to obtain water for drilling. This reduces our water truck carbon footprint by minimizing the distance of water source to the project, now only 4 miles as opposed to 50 miles distance and limits fugitive dust production. When necessary, the water truck will lay water on the dirt roads to reduce dust. The Company also looks to secure contracts with drillers whose equipment is new and modern, very compact, has efficient fuel consumption, in order to lower emissions and size of drill site construction.

 

When core drilling at any of our projects, sumps are made and lined with plastic to capture all fluids that in turn, are recycled in the drill hole, thus reducing water consumption.

 

Financial Review

 

For the year ended 28 February 2025, the Company recorded a net profit of US$ 1,100,162 (29 February 2024: US$ 1,503,858). The net profit is after receipt of the final tranche of royalty monies from the Lithium Royalty Company, the net amount being US$ 2,943,992 (29 February 2024: US$ 2,370,127).

 

As at year end, cash and cash deposit balances stood at US$ 1,086,596 (29 February 2024: US$ 1,666,662), capitalised deferred mining, exploration, licence, and permit costs stood at US$ 15,421,152 (29 February 2024: US$ 13,807,158), and total assets were US$ 16,779,135 (29 February 2024: US$ 15,848,063). The Company is in a net asset position of US$ 16,658,327 (29 February 2024: US$ 15,661,704).

               

In light of the challenging market conditions and supressed lithium prices, the Company has streamlined its corporate overheads. The net effect of this effort means that we continue with our 'steady as she goes' approach with no superfluous costs and intend to move forward with the next steps at our Basin and San Domingo projects.

 

On 20 May 2024, the Company announced that it entered into a settlement agreement regarding the fraudulent payment made to an unidentified party, as disclosed in the prior year accounts. Pursuant to the settlement agreement, the Company has been partially reimbursed for the fraudulent funds transfer. The partial settlement is consistent with Company's expectations at the time of initiating enforcement proceedings with gross recovery of approximately 40% of total misappropriated funds. Bradda Head confirms that the Agreement provides for no admission of liability by either party involved and the full commercial terms of the settlement are subject to strict confidentiality obligations on both parties so it will not be making any further comment on this matter.

 

Approach to Risk and Corporate Governance

 

"The Company's general risk appetite is a moderate, balanced one that allows it to maintain appropriate growth, profitability and scalability, whilst ensuring full corporate compliance."

 

The Group's primary risk drivers include: -

 

Strategic, Reputational, Credit, Operational, Market, Liquidity, Foreign Exchange, Capital and Funding, Compliance and Conduct.

 

Our risk appetite is classified as High under an "impact" matrix defined as Zero, Low, Medium, and High. Appropriate steps have been taken and adequate controls implemented to monitor the risks of the Company, and the appropriate committees and reporting structures have been established to monitor risks facing the Company.

 

Our Corporate Governance Report outlining our adherence to the Quoted Companies Alliance Code is detailed on page 11.

 

Financing

 

With effect from 24 October 2024, the Company delisted its shares from trading on the Canadian TSX Venture Exchange, due to share trading liquidity expectations not having been met and cost saving in this current market environment.

 

The Company's shares continue to trade on the London AIM Market.

 

Strategy and Outlook

 

The election of Donald Trump has resulted in some changes to the Inflation Reduction Act ("IRA"), but primarily proposals and new laws or executive orders related to subsidies in the solar and wind turbine industry, with some towards ending EV tax incentives. Alternatively, mining and sourcing critical minerals in the USA is a priority, as evident by many mine permits being issued and new regulations towards "fast-tracking" existing pending permits through the BLM.

 

The signing of several executive orders has highlighted several mining projects and fast-tracking of permits such as Standard Lithium/Equinor South West Arkansas Lithium Brine Extraction Project, Albemarle's Silver Peak lithium mine in Nevada, and the McDermitt lithium exploration project, also in Nevada. The US remains committed to the advancement and mining of critical minerals, which includes lithium, and mine permits (FAST-41, for example) will be expedited to meet the US agenda and reduce reliance on foreign supply chains.

 

The new administration's policies are viewed as extremely positive and Bradda Head feels confident our US based projects will benefit from these new policies and streamlined regulations.

 

Ian John Stalker

Executive Chair

30 July 2025

Directors' Report

 

The Directors present their annual report and the consolidated financial statements for Bradda Head Lithium Limited (the "Company") for the year ended 28 February 2025.

 

Principal activity

 

Bradda Head Lithium Limited is a lithium exploration Group focused on developing its high-quality projects in the USA.

 

Results and transfers to reserves

 

The results and transfers to reserves for the year are set out on pages 25 to 29 of the consolidated financial statements.

 

The Company made a total comprehensive profit attributable to equity shareholders for the year after taxation of US$ 1,100,162 (2024: loss of US$ 1,503,858).

 

Dividend

 

The Directors do not propose the payment of a dividend for the year (2024: US$ Nil).

 

Policy and practice on payment of creditors

 

It is the policy of the Company to agree appropriate terms and conditions for its transactions with suppliers by means of standard written terms to individually negotiated contracts. The Company seeks to ensure that payments are always made in accordance with these terms and conditions.

 

Financial risks

 

Details relating to the financial risk management are set out in note 18 to the financial statements.

 

Directors

 

The Directors who served during the period and to date are:

Denham Eke

James Mellon

Ian Stalker

Euan Jenkins

Alex Borrelli

 

 

Directors' interests

As at 28 February 2025, the interests of the Directors and their families (as such term is defined in the AIM Rules for Companies) in the share capital of the Company are as follows:

 

	28 February 2025		29 February 2024
	Number	% of issued share capital	Number	% of issued share capital
James Mellon 1	73,097,004	18.72%	73,097,004	18.72%
Denham Eke	124,307	0.03%	124,307	0.03%
Ian Stalker 2	3,870,140	0.99%	3,870,140	0.99%
Euan Jenkins	2,198,934	0.56%	2,198,934	0.56%
Alex Borrelli	343,329	0.09%	343,329	0.09%
	──────	──────	──────	──────
	79,633,714	20.39%	79,633,714	20.39%
	══════	══════	══════	══════
1 James Mellon's interest comprises of 71,879,831 (2024: 71,879,831) shares directly held by Galloway Limited, which is indirectly wholly owned by James Mellon. Denham Eke is a director of Galloway Limited. Burnbrae Limited holds 200,000 (2024: 200,000) shares, which is indirectly wholly owned by James Mellon. Denham Eke is a director of Burnbrae Limited. A total of 1,017,173 (2024: 1,017,173) shares are held directly by James Mellon.
2 Ian Stalker's interest comprises of 3,699,690 (2024: 3,699,690) shares directly held by Promaco Limited, which is wholly owned by Ian Stalker. The balance of 170,450 shares is held directly in his name.

 

Significant shareholdings

Except for the interests disclosed in this note, the Directors are not aware of any holding of ordinary shares as at 25 February 2025 representing 3% or more of the issued share capital of the Company:

 

	Number of ordinary shares	Percentage of total issued capital
James Mellon 1	73,097,004	18.72%
Zenith Minerals Limited	43,959,305	11.25%
Hargreaves Lansdown private clients	36,773,237	9.41%
Nigel Wray	20,375,000	5.22%
Interactive Investor (EO)	19,103,458	4.89%
Electrification and Decarbonization AIE	17,767,315	4.55%
Barclays Smart Investor (EO)	16,096,021	4.12%
Anthony Baillieu	14,400,000	3.69%
Jason Macdonald 2	14,095,706	3.61%
LI Equities Investments	12,232,685	3.13%
1 James Mellon's interest comprises of 71,879,831 (2024: 71,879,831) shares directly held by Galloway Limited, which is indirectly wholly owned by James Mellon. Denham Eke is a director of Galloway Limited. Burnbrae Limited holds 200,000 (2024: 200,000) shares, which is indirectly wholly owned by James Mellon. Denham Eke is a director of Burnbrae Limited. A total of 1,017,173 (2024: 1,017,173) shares are held directly by James Mellon.
2 Jason Macdonald's interest comprises of 12,307,004 (2024: 12,307,004) shares directly held by the J&E Macdonald Trust, in which Jason Macdonald has a vested interest. The balance of 1,788,702 (2024: 1,788,702) shares is held directly in his name.

 

Auditors

PKF Littlejohn LLP, being eligible, have expressed their willingness to continue in office.

 

By order of the Board

 

Denham Eke

Director                                                                                                                                                                                                

30 July 2025                                                                                                                                                                                                                                                                                                                                                                                        

 

Corporate Governance Statement

 

The Board of Bradda Head Lithium Limited (the "Board") is committed to best practice in corporate governance throughout the Company (the "Company"). The Directors have agreed to comply with the provisions of the Quoted Companies Alliance ("QCA") Corporate Governance Code for Small and Mid-Size Quoted Companies (2018) to the extent which is appropriate to its nature and scale of operations. This report illustrates how the Company complies with those principles.

In November 2023 a revised QCA code was released, which is effective for periods commencing on or after 1 April 2024. The key updates include:

• Wider Stakeholder Interests: Enhanced focus on ESG responsibilities and stakeholder engagement (Principle 4).

• Board Composition: Stricter requirements for board independence and diversity (Principles 6 and 7).

• Succession Planning: Emphasis on clear succession strategies (Principle 8).

• Remuneration Policy: New guidelines to align remuneration with long-term value creation (Principle 9).

As permitted by the guidance set out by the revised QCA code, the transitionary period of 12 months following 1 April 2024 is being utilised to put in place measures to embrace the key updates to the QCA code where possible.

QCA Principle 1: Establish a strategy and business model which promotes long-term value for shareholders

The strategy and business operations of the Company are set out in the Chair's Statement and Operational Review on pages 4 to 8.

The Company's strategy and business model and amendments thereto are developed by the Chair and his senior management team and approved by the Board. The management team is responsible for implementing the strategy and managing the business at an operational level.

The Company operates in an inherently high-risk sector, and this is reflected in the principal risks and uncertainties.

In executing the Company's strategy and operational plans, management will typically confront a range of day-to-day challenges associated with these key risks and uncertainties and will seek to deploy the identified mitigation steps to manage these risks as they manifest themselves.

QCA Principle 2: Seek to understand and meet shareholder needs and expectations

The Company via the Chair seeks to maintain a regular dialogue with both existing and potential new shareholders in order to communicate the Company's strategy and progress and to understand the needs and expectations of shareholders.

Beyond the Annual General Meeting, the Chair and, where appropriate, other members of the senior management team or Board will meet with investors and analysts to provide them with updates on the Company's business and to obtain feedback regarding the market's expectations of the Company.

The Company's investor relations activities encompass dialogue with both institutional and private investors. From time to time, the Company attends private investor events, providing an opportunity for those investors to meet with representatives from the Company in a more informal setting.

QCA Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Company is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholders. These include the Company's advisors, suppliers and investee companies. The Company's operations and working methodologies take account of the need to balance the needs of all of these stakeholders while maintaining focus on the Board's primary responsibility to promote the success of the Company for the benefit of its members as a whole. The Company endeavours to take account of feedback received from stakeholders, and where appropriate, ensures any amendments are consistent with the Company's longer-term strategy.

The Company takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible.

 

 

QCA Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. Internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. Through the activities of the Company's Audit, Risk and Compliance Committee, the effectiveness of these internal controls is reviewed annually.

A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. The Company's results, compared with the budget, are reported to the Board on a monthly basis.

The Company maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Company. The insured values and type of cover are comprehensively reviewed on a periodic basis.

The senior management team meets at least quarterly to consider new risks and opportunities presented to the Company, making recommendations to the Board and/or Company Audit, Risk and Compliance Committee as appropriate.

 

QCA Principle 5: Maintain the board as a well-functioning, balanced team led by the chair

The Company's Board currently comprises three Non-Executive Directors and two Executive Directors.

All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election at least once every three years.

The Board is responsible to the shareholders for the proper management of the Company and intends to meet at least four times a year to set the overall direction and strategy of the Company, to review operational and financial performance and to advise on management appointments. All key operational decisions are subject to Board approval.

Alex Borrelli and Euan Jenkins, both Non-Executive Directors, are considered to be independent. The QCA Code suggests that a board should have at least two independent Non-Executive Directors. The Board considers that the current composition and structure of the Board of Directors is appropriate to maintain effective oversight of the Company's activities for the time being.

Directors receive their fees in the form of a basic cash emolument. The current remuneration structure for the Board's Executive and Non-Executive Directors is deemed to be proportionate.

 

QCA Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board considers that the Executive Directors and Non-Executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities and bring considerable experience in the operational and financial development of the Company.

The Directors' biographies are detailed on the Company's website www.braddaheadltd.com.

The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Company.

The Executive Chair, in conjunction with the Finance Director, ensures that the Directors' knowledge is kept up to date on key issues and developments pertaining to the Company, its operational environment and to the Directors' responsibilities as members of the Board.

Directors' service contracts or appointment letters make provision for a Director to seek professional advice in furtherance of his or her duties and responsibilities, normally via the Company Secretary.

QCA Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Internal evaluation of the Board, the Committees and individual Directors is undertaken on an annual basis in the form of peer appraisal and discussions to determine their effectiveness and performance as well as the Directors' continued independence.

The results and recommendations that come out of the appraisals for the Directors shall identify the key corporate and financial targets that are relevant to each Director and their personal targets in terms of career development and training. Progress against previous targets is also assessed where relevant.

 

QCA Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group's operations. These values are enshrined in the written policies and working practices adopted by all employees and contractors in the Group. An open culture is encouraged within the Group, with regular communications to staff regarding progress and staff feedback regularly sought. The Executive Management regularly monitors the Group's cultural environment and seeks to address any concerns that may arise, escalating these to Board level as necessary.

The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area. The Group's health and safety policies and procedures are enshrined in the Group's documented quality systems, which encompass all aspects of the Group's day-to-day operations.

 

QCA Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision- making by the board

The Role of the Board

The Board is collectively responsible for the long-term success of the organisation. Its principal function is to determine the strategy and policies of the Company within an effective control framework which enables risk to be assessed and managed.

The Board ensures that the necessary financial and human resources are in place for the Company to meet its objectives and that business and management performance is reviewed. Furthermore, the Board ensures that the Company operates within its constitution, relevant legislation and regulation and that proper accounting records and effective systems of business control are established, maintained, documented and audited.

There are at least four formal Board meetings each year. All Board members have the benefit, at the Company's expense, of liability insurance in respect of their responsibilities as Directors and have access to independent legal or other professional advice if required. The Board has a formal schedule of matters which are reserved for its consideration, and it has established three committees to consider specific issues in greater detail, being the Company Audit, Risk and Compliance, Remuneration and Nomination Committees. The Terms of Reference for each of these Committees are published on the Company's website.

The Executive Chair

The Executive Chair is responsible for leading the Board, ensuring its effectiveness in all aspects of its role, promoting a culture of openness of debate and communicating with the Company's members on behalf of the Board. The Chair sets the direction of the Board and promotes a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between Executive and Non-Executive Directors. The Chair also ensures that Directors receive accurate, timely and clear information. In doing so, this fosters a positive corporate governance culture throughout the Company.

Non-Executive Directors

The Non-Executive Directors are responsible for bringing independent judgement to the discussions held by the Board, using their breadth of experience and understanding of the business. Their key responsibilities are to constructively challenge and contribute to strategic proposals, and to monitor performance, resources, and standards of conduct, compliance and control, whilst providing support to executive management in developing the Company.

 

Board Committees

The Board has established an Audit, Risk and Compliance Committee ("ARCC"), and a Remuneration Committee with formally delegated duties and responsibilities.

Company Audit, Risk and Compliance Committee

The Company Audit, Risk and Compliance Committee (the "ARCC") meets at least two times each year and is chaired by Alex Borrelli. The external auditors attend by invitation. Its role is to be responsible for reviewing the integrity of the financial statements and the balance of information disclosed in the accompanying Directors' Report, to review the effectiveness of internal controls and risk management systems and recommend to the Board (for approval by the members) the appointment or re-appointment of the external auditor. The ARCC reviews and monitors the external auditor's objectivity, competence, effectiveness and independence, ensuring that if it or its associates are invited to undertake non-audit work it will not compromise auditor objectivity and independence.

 

Further information can be found within the Company's Audit, Risk and Compliance Report contained within this Annual Report.

 

Remuneration Committee

The Remuneration Committee intends to meet at least once a year and comprises of two Non-Executive Directors. It is chaired by Euan Jenkins and is responsible for determining the remuneration of the Executive Directors, and other members of the management. Committee members do not take part in discussions concerning their own remuneration.

Further information can be found within the Remuneration Report contained within this Annual Report.

Re-election

The Company's Rules require that all Directors are submitted for election at the AGM following their first appointment to the Board. Thereafter, all Directors will submit themselves for re-election at least once every three years, irrespective of performance.

 

Board and committee attendance

The number of formal scheduled Board and committee meetings held and attended by Directors during the year was as follows: -

 

Name	Board	ARCC	Remuneration
James Mellon	7/7	-	-
Denham Eke	7/7	-	-
Ian Stalker	7/7	2/2	-
Euan Jenkins	7/7	2/2	2/2
Alex Borrelli	7/7	2/2	2/2

 

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

The Company places a high priority on regular communications with its various stakeholders and aims to ensure that all communications concerning the Company's activities are clear, fair and accurate. The Company's website is regularly updated, and users can register to be alerted when announcements or details of presentations and events are posted onto the website.

Notices of General Meetings of the Company can be found here: https://www.braddaheadltd.com/investors#NewsReleases

The results of voting on all resolutions in general meetings are posted to the Company's website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.

 

Approval

 

This report was approved by the Board of Directors and signed on its behalf by:

 

Denham Eke

Finance Director

30 July 2025

 

Audit, Risk and Compliance Committee Report

 

The Directors ensure the Company complies with the provisions of the Quoted Companies Alliance ("QCA") Corporate Governance Code for Small and Mid-Size Quoted Companies (2018) to the extent which is appropriate to its nature and scale of operations.

This report illustrates how the Company complies with those principles in relation to its Audit, Risk and Compliance Committee (the "ARCC").

Membership

The members of the ARCC are Ian Stalker ("IS"), Alex Borrelli ("AB") and Euan Jenkins ("EJ"), with AB and EJ being the independent Non-Executive directors, with AB being the Chair. The composition of the Committee has been reviewed during the year, and the Board is satisfied that the Committee members have the relevant financial experience and the expertise to resource and fulfil its responsibilities effectively, including those relating to risk and controls.

Meetings

The Committee meets at least two times a year, including the review of the interim and full year results. Other Directors and representatives from the external auditors attend by invitation.

Duties

The Committee carries out the duties below for the Company, as appropriate:

§ Monitors the integrity of the financial statements of the Company, including annual and half-yearly reports, interim management statements, and any other formal announcement relating to financial performance, reviewing significant financial reporting issues and judgements which they contain.

 

§ Reviews and challenges the consistency of the information presented within the financial statements, compliance with stock exchange or other legal requirements, accounting policies and the methods used to account for significant or unusual transactions.

 

§ Keeps under review the effectiveness of the Company's internal controls and risk management systems.

 

§ Oversee the relationship with the external auditors, PKF Littlejohn LLP, including meetings when considered appropriate to discuss their remit and review the findings and any issues with the annual audit. It will also review their terms of appointment, and plans to meet them once a year independent of management and will consider and make recommendations to the Board, to be put to the Company for approval at the Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company's external auditor. There are no contractual restrictions in place in respect of the auditor choice.

 

§ The Committee is governed by a Terms of Reference and a copy of this is available on the Company's website.

2025 Annual Report

During the year, ARCC confirms that it has received sufficient, reliable and timely information from management and the external auditors to enable it to fulfil its responsibilities.

The Committee has satisfied itself that there are no relationships between the auditor and the Company which could adversely affect the auditor's independence and objectivity.

All internal control and risk issues that have been brought to the attention of the ARCC by the external auditors have been considered and the Committee confirms that it is satisfied that management has addressed the issues or has plans to do so.

 

 

The Company has a number of policies and procedures in place as part of its internal controls, and these are subject to continuous review and as a minimum are reviewed by ARCC on an annual basis.

§ ARCC has reviewed and discussed together with management and the external auditor the Company's financial statements for the year ended 28 February 2025 and reports from the external auditor on the planning for and outcome of their reviews and audit. The key accounting issues and judgements considered relating to the Company's financial statements and disclosures were as follows:

 

o  Carrying amount of capitalised deferred mining and exploration costs, and capitalised licences and permits - US$ 15,421,152; and

o  Going concern - ARCC reviewed the going concern position of the Company, taking into account the 12-month cash flow forecasts, which are prepared to December 2026. ARCC is satisfied that preparing the financial statements on a going concern basis is appropriate. Disclosures are included in note 2.

 

Alex Borrelli

Chair of Audit, Risk and Compliance Committee

30 July 2025

 

Report of the Remuneration Committee

 

As a BVI registered company there is no requirement to produce a Directors' Remuneration Report. However, the Board follows best practice and therefore has prepared such a report.

The Directors have agreed to comply with the provisions of the Quoted Companies Alliance ("QCA") Corporate Governance Code for Small and Mid-Size Quoted Companies (2018) to the extent which is appropriate to its nature and scale of operations.

This report illustrates how the Company complies with those principles in relation to Directors' remuneration.

The level and components of employee remuneration

The Remuneration Policy reflects the Company's business strategy and objectives as well as sustained and long-term value creation for shareholders. In addition, the policy aims to be fair and provide equality of opportunity, ensuring that:

§ the Company is able to attract, develop and retain high-performing and motivated employees in the competitive local and wider markets;

§ employees are offered a competitive remuneration package to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contribution to the success of the Company;

§ it reflects the Company's culture and values; and

§ there is full transparency of the Remuneration Policy.

In line with the Board's approach, which reflects that adopted within other comparable organisations, the Remuneration Policy provides for the reward of the employees through salary and other benefits.

Executive Director's Emoluments

The remuneration for the Executive Directors reflects their responsibilities. It comprises basic salary, eligibility to participate in an annual bonus scheme when this is considered appropriate, and share option incentives.

Annual bonus scheme payments are not pensionable and are not contracted.

As with staff generally, whose salaries are subject to annual reviews, the basic salary payable to the Executive Directors are reviewed each year with reference to jobs carrying similar responsibilities in comparable organisations, market conditions generally and local employment competition in view of the Group's geographical position.

The Committee believes that share ownership by executives strengthens the link between their personal interests and those of shareholders. Options are granted to executives periodically at the discretion of the Remuneration Committee. The grant of share options is not subject to fixed performance criteria. This is deemed to be appropriate as it allows the Committee to consider the performance of the Group and the contribution of the individual executives and, as with annual bonus payments, illustrates the relative importance placed on performance-related remuneration.

 

The Group does not intend to contribute to the personal pension plans of Directors in the forthcoming year.

 

Executive Directors' Contractual Terms

The service contract of the Executive Directors provides for a notice period of six months.

 

Non-Executive Directors' Remuneration

Non-Executive Directors do not receive any benefits other than their fees and travelling expenses for which they are reimbursed. The level of fees payable to Non-Executive Directors is assessed using benchmarks from a group of comparable organisations.

 

The Procedure for Determining Remuneration

The Remuneration Committee, comprising two Non-Executive Directors, is responsible for setting the remuneration of the Executive Directors. Committee members do not take part in discussions concerning their own remuneration. The basic Non-Executive Director fee is set by the Chair. The Chair of the Committee reports at the Board meeting following a Committee meeting.

It is the view of the Committee that Directors' remuneration awarded across the Company for the year has been in accordance with the Company's stated Remuneration Policy and, on behalf of the Committee I recommend that you endorse this report. An analysis of Directors' emoluments is as follows:

 

Directors' Emoluments

	Fees  US$	Share based payment remuneration  US$	2025 Total US$	2024 Total  US$
Executive - salary
Denham Eke	68,320	-	68,320	64,427
Charles FitzRoy (to 29 August 2023)	-	-	-	131,358
Non-Executive - fees
Jim Mellon	51,840	-	51,840	51,520
Ian Stalker	165,411	-	165,411	187,970
Alex Borrelli	51,840	-	51,840	51,520
Euan Jenkins	51,840	-	51,840	51,520
Aggregate emoluments	389,251	-	389,251	538,315

 

Approval

The report was approved by the Board of directors and signed on behalf of the Board.

 

Euan Jenkins

Chair of Remuneration Committee

30 July 2025

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Directors' Report and the consolidated financial statements in accordance with applicable law.

The Directors are required to prepare financial statements for each financial year. They have elected to prepare the financial statements in accordance with International Financial Reporting Standards, and applicable law.

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 its profit or loss for that period. In preparing the consolidated financial statements, the Directors are required to:

·      select suitable accounting policies and then apply them consistently;

·      make judgements and estimates that are reasonable and prudent;

·      state whether applicable International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

·      assess the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

·      use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.