27 August 2026

Bradda Head Lithium Ltd

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

Audited Final Results for the financial year ending 28 February 2026

 

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 2026.

 

Financial and operational highlights

·     Executed a binding and definitive Option to Joint Venture Agreement with Kennecott Exploration Inc., relating to the Whistlejacket lithium project in Arizona, USA, with Bradda Head having the right to earn up to a 60% legal and beneficial interest in the project through phased exploration expenditures and development commitments,

·    Received BLM approval for two Notices of Intent at San Domingo, Dragon and San Domingo North, with the Company having identified high-priority drill targets at Dragon, Ruby Soho and Midnight Owl, 

·     Completed preliminary ore-sorting studies on high-grade spodumene composite material from the Jumbo target at the San Domingo Project in Arizona, which demonstrated strong potential for the application of XRF and XRT mineral sorting technologies to upgrade run-of-mine material and reduce future processing costs,

·      Recorded net loss of US$ 2,917,215 (28 February 2025: net profit of US$ 1,100,162),

·      Cash and cash deposit balances at year end stand at US$ 870,221 (28 February 2025: US$ 1,086,596), and

·     Post yearend, the Company completed a fundraise, which included certain director options being exercised, for total gross proceeds of £2.41 million.

 

Ian Stalker, Chairman of Bradda Head, commented:

 

"2026 has been a transformational year for Bradda Head, marked by significant progress across our U.S. lithium portfolio. Our partnership with Rio Tinto's subsidiary, Kennecott Exploration Company at Whistlejacket, encouraging surface results, and the successful July 2026 fundraise, have strengthened both our technical position and our ability to execute our exploration strategy.

"With Phase 3 drilling at Whistlejacket underway, our immediate focus is on demonstrating the continuity and scale of the spodumene mineralization and advancing the project towards a maiden Mineral Resource Estimate. At the same time, we continue to progress San Domingo, and strengthen Bradda's position within the rapidly developing U.S. critical-minerals and domestic battery supply chain.

"The strong support from our shareholders and the increased market recognition of Bradda's portfolio are encouraging. In the second half of 2026, we are well-funded, with an active exploration programme and a clear objective: to deliver results and demonstrate the underlying value of our U.S. lithium assets."

Copies of the 2026 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) 20 7628 3396
James Biddle / Roland Cornish
Shard Capital (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's principal interests include the Basin Project, comprising Basin East and Basin West, and the San Domingo Project in Arizona.

 

The Basin East Project has a Measured Mineral Resource of 20 Mt at an average grade of 929 ppm Li, containing 99 kt LCE; 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. Together, these categories contain 2.81 Mt LCE. A plan of operations for the Basin West area was approved by the Bureau of Land Management in 2025, and the Company is progressing the associated Environmental Assessment.

 

The San Domingo Project comprises 248 claims covering approximately 1,850 acres, located primarily on Bureau of Land Management land, together with two Arizona State Land Department claims. To date, 108 drill holes totalling 13,089 m have been completed across three drilling campaigns. More than 1,000 pegmatites have been mapped across the project area; 18 have been identified as priority targets and six have been drill-tested. Two Notices of Intent are active, and updated drilling plans may be implemented once the required permits have been secured. The next exploration phase is intended to further delineate prospective areas and assess their potential to support a Mineral Resource Estimate prepared in accordance with NI 43-101.

 

The Whistlejacket Project comprises nine Arizona State Land Department Mineral Exploration Permits covering 2,010.7 hectares. The project is subject to a definitive option-to-joint-venture agreement with Kennecott Exploration Company and targets spodumene-bearing pegmatites. Kennecott's previous exploration included 19 diamond drill holes totalling 4,188 m, all of which intersected lithium mineralisation. Reported results include 51.0 m at 1.11% Li₂O in hole WSTL0009 and 19.47 m at 1.66% Li₂O in hole WSTL0008. Surface mapping, sampling, airborne geophysics and high-resolution aerial imagery have also contributed to the geological dataset for the project.

 

The Group intends to continue advancing its three principal projects in Arizona while seeking to realise value from its other prospective pegmatite and brine assets in Arizona, Nevada and Pennsylvania.

 

Nominated Adviser Statement

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 2026.  Lithium market sentiment has shown a marked improvement since the beginning of the year, momentum which has continued to carry past the period under review. Signs of stabilization and improving long-term supply and demand forecasts have increasingly emerged across the industry, supported by continued growth in electric vehicle ("EV") adoption, energy storage demand, and renewed focus on securing domestic critical mineral supply chains, particularly in North America.

 

With the rapid expansion of AI and data centres, battery energy storage has overtaken the EV market as the largest source of lithium demand growth. Although short-term market volatility persists, a growing number of industry participants, including Morgan Stanley and Benchmark, expect lithium supply fundamentals to tighten gradually as new project development slows and demand continues to expand over the medium to long term.

 

Throughout the year, the Company continued to focus on technical advancement, resource growth, metallurgical optimisation and strategic partnerships while preserving its treasury through a difficult market cycle. Bradda Head remained active across its diversified US-focused lithium portfolio, advancing its lithium clay, pegmatite and oilfield brine projects. The principal highlight of the year was the earn-in joint venture agreement with Rio Tinto's Kennecott Exploration for the Whistlejacket Project, which complements Bradda Head's existing San Domingo hard-rock spodumene project. The two projects are located close to one another in Arizona, a well-established mining jurisdiction.

 

Despite difficult market conditions, Bradda Head has maintained disciplined financial management in support of the Company's long-term objective of minimising shareholder dilution. The Company intends to continue this approach as it seeks to maximise long-term value for shareholders.

 

Bradda Head's exposure to multiple lithium deposit types in established US mining jurisdictions positions the Company to benefit from improving long-term lithium market fundamentals and increasing demand for domestically sourced critical minerals. In particular, the joint venture agreement with Rio Tinto represents a significant opportunity for the Company, and provides a strong platform from which to advance the development of the asset.

 

Operational Review

Arizona Sedimentary Hosted Lithium Projects

Basin Project

 

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

 

Geology, Geochemistry, and Potential Origins of the Basin Volcano-Sedimentary Lithium Deposit

 

The Society of Economic Geologists ("SEG") published a technical article prepared by members of the Arizona Geological Survey in collaboration with Bradda Head titled "Geology, Geochemistry, and Potential Origins of the Basin Volcano-Sedimentary Lithium Deposit, Kaiser Spring Volcanic Field, Northwestern Arizona, U.S.A." The publication forms part of a broader SEG initiative focused on global lithium deposits and will be included within one of two forthcoming lithium compendiums to be released by the SEG.

 

The study significantly advances the geological understanding of the Basin lithium project in Arizona. Prior to recent exploration work, limited information existed regarding the Basin Project geometry and the origin of lithium-bearing sedimentary rocks within the project area. New geological mapping and drilling completed by Bradda Head identified sedimentological and stratigraphic evidence supporting the presence of a buried Miocene-aged maar crater filled with lithium-rich clay, pyroclastic material, and basalt flows.

 

The publication integrates geological mapping, drill core geochemistry, surface geochemical sampling, and borehole sedimentological logging to characterize the Basin stratigraphic architecture and the distribution of lithium-rich clay mineralization. The research provides an important geological framework for understanding the formation and evolution of the deposit and further supports the prospectivity and scale potential of the Basin lithium project.

 

Wikieup Project

 

Following a review of the property, the Company relinquished claims at the southern end of the block where no clay deposits had been identified. It also relinquished all placer claims, which were considered duplicative of the lode claims, as part of a Company-wide focus on capital efficiency.

 

Arizona Pegmatite Hosted Lithium Project

San Domingo Project

 

Positive Mineralogical Ore Sorting Study

 

Preliminary ore-sorting studies completed on high-grade spodumene composite material from the Jumbo target at the San Domingo Project in Arizona demonstrated strong potential for the application of XRF and XRT mineral sorting technologies to upgrade run-of-mine material and reduce future processing costs. The study, supervised by ABH Engineering Inc., indicates that San Domingo spodumene mineralization is highly amenable to ore sorting enhancement, with the potential to significantly reduce capital and operating costs through waste rejection, reduced crushing requirements, and lower water consumption during mining operations.

 

The program evaluated approximately 15 kg of 15-30 mm crushed spodumene-bearing material sourced from historical Jumbo drill core used in previous metallurgical studies. Analytical results returned an average grade of 1.57% Li₂O across all samples, increasing to 1.84% Li₂O when excluding deliberately selected wall-rock material. Preliminary XRF and XRT testing demonstrated excellent discrimination between ore and waste material, supporting the potential to upgrade hypothetical run-of-mine feed grades from 0.80% Li₂O to greater than 2.0% Li₂O while generating low-grade or waste stockpiles suitable for aggregate use.

 

The study also highlighted potential by-product opportunities through the recovery of anomalous cesium, rubidium, and beryllium mineralization identified within several samples. XRF-based sorting technology may allow these elements to be separated alongside lithium mineralization within a single three-way sorting process, potentially adding further economic value to the project.

 

Overall, the results support continued evaluation of ore sorting technologies as part of future resource definition, development studies, and potential PEA-level investigations at San Domingo. The work demonstrates the potential for improved project economics through enhanced feed grades, reduced processing intensity, lower water requirements, and the possibility of producing direct shipping ore material from selected high-grade zones.

 

San Domingo NOI's

 

The BLM approved the bonding arrangements required for two Notices of Intent at San Domingo: Dragon and San Domingo North. The Company has identified high-priority drill targets at Dragon, Ruby Soho and Midnight Owl. As reported in the press release dated 3 September 2024, channel sampling at the undrilled Dragon targets returned 8.80 meters at 0.97% Li₂O and 174 ppm cesium, and 10.40 meters at 0.68% Li₂O and 341 ppm cesium. Dragon also returned the highest-grade Li₂O sample recorded by the Company to date, at 7.99%, demonstrating the high-grade nature of lithium mineralisation across the targets. At the newly discovered Ruby Soho target, rock-chip samples returned grades of up to 3.57% Li₂O over a 250-metre strike length, with eight samples ranging from 0.255% to 3.57% Li₂O, as reported in the press release dated 1 October 2024. Proposed drill sites at both targets are designed to test the spodumene-bearing pegmatites close to, and perpendicular to, their interpreted strike.

 

The San Domingo North Notice of Intent includes several closely spaced holes at Midnight Owl. Recent mapping and three-dimensional geological modelling identified a largely untested, sub-horizontal pegmatite target that can be evaluated using shallow holes of approximately 30 to 50 meters. Additional shallow holes will test an untested spodumene-bearing pegmatite in the upper plate above a low-angle fault. The lower plate, below the fault and offset by approximately 20 meters, hosts high-grade spodumene mineralisation intersected in drill hole SD22-024, which returned 1.60% Li₂O over 31.85 meters, as reported in the press release dated 6 February 2023. The upper plate contains outcropping spodumene-bearing pegmatite where channel sampling returned 8.40 meters at 1.17% Li₂O and 625 ppm cesium.

 

This part of the pegmatite remains undrilled because previous core holes did not test it. Detailed surface mapping, lithium-rich channel samples and three-dimensional geological modelling together define a viable shallow target with the potential to extend the high-grade Midnight Owl intercepts identified during the 2023 drilling programme.

 

Whistlejacket Project

 

The Company announced the execution of a binding and definitive Option to Joint Venture Agreement with Kennecott Exploration Inc.("KEX"), part of the Rio Tinto Mining Group, relating to the Whistlejacket lithium project in Arizona, USA. Under the terms of the agreement, Bradda Head has the right to earn up to a 60% legal and beneficial interest in the project through phased exploration expenditures and development commitments.

 

The Whistlejacket Project represents a significant expansion of Bradda Head's hard-rock lithium portfolio in Arizona and complements the Company's nearby San Domingo lithium project. Management believes the project provides strong exploration upside, with the potential to define an economic spodumene-bearing lithium resource within one of the world's leading mining jurisdictions.

 

Highlights

•	Option in Phase 1 to earn-in and acquire 51% followed by an Option in Phase 2, at the discretion of BHL, to earn-in and acquire an additional 9% for a total of 60% of the Whistlejacket Project
•	Clearly defined phases, project milestones and expenditure requirements incentivizing development of the asset
•	At the end of each phase of the earn-in, KEX will have an option to reacquire the interests in the Project earned by the Company at a multiple of the expenditures made by the Company, and if such option is not exercised, the Company shall have the option to acquire all remaining interests in the Project held by KEX
•	Whistlejacket Project consists of nine state MEP's (Arizona State Lands Department Mineral Exploration Permits) for a total size of 4,486.07 acres, complementary to Bradda's existing portfolio
•	KEX completed 19 core holes totalling 4,188 meters in spodumene-bearing pegmatites. Assay results confirmed lithium mineralisation in all holes, including 41.0 meters at 1.22% Li₂O in hole WSTL0009 and 19.47 meters at 1.65% Li₂O in hole WSTL0008.
•	KEX has also conducted surface mapping, sampling, airborne geophysics, and collected high resolution air photos over much of the property, greatly enhancing its value
•	No mineral resource on the Whistlejacket property has been calculated by KEX
•	Results from the core drilling, surface geochemistry and geological mapping show potential to expand the pegmatite mineralization laterally and at depth, whilst many pegmatites have not been drill tested and contain several rock chip samples at >2.0% Li2O
•	The Company completed due diligence on the exploration dataset and land tenure and identified no material technical issues.
•	The property has year-round access to road infrastructure throughout, technical personnel/services and accommodation in the nearby towns of Wickenburg or Prescott, Arizona
•	The Project is 140 km northwest of the state capital, Phoenix, 11 km from the Company's existing Basin asset, 80 km from San Domingo, and is 3 km away from the operational Bagdad porphyry copper-molybdenum mine operated by Freeport McMoRan.

 

Nevada Brine Hosted Lithium Projects

 

The Company trimmed back claims across property. The Company also dropped all placer claims (considered duplicate of the lode claims) as part of a Company-wide focus on capital efficiency.

 

Eureka and Wilson Salt Flat

 

The Company trimmed back claims across property. The Company also dropped all placer claims (considered duplicate of the lode claims) as part of a Company-wide focus on capital efficiency.

 

Environment, Social and Governance ("ESG")

 

The Company is committed to operating to high environmental, social, and governance ("ESG") standards while following Best Management Practices across its exploration activities. Bradda Head maintains a strong focus on sustainability, transparency, accountability, and responsible resource development.

 

Bradda Head works closely with State and Federal regulators throughout permitting, exploration, and reclamation activities and has maintained a strong compliance record with environmental regulations. The Company also maintains regular communication with local communities, tribal representatives, landowners, and government agencies to ensure responsible and transparent project development.

 

The Company continues to reduce its environmental footprint through practical operational measures, including sourcing water from nearby wells to minimize haul distances and fuel consumption, recycling drilling fluids through lined sumps, and utilizing modern fuel-efficient drilling equipment to reduce emissions and surface disturbance.

 

Bradda Head also prioritizes the use of local contractors and service providers, supporting regional economies while advancing domestic U.S. lithium projects critical to the future battery supply chain. Overall, the Company remains focused on minimizing environmental impact while creating long-term value for stakeholders and local communities.

 

Financial Review

 

For the year ended 28 February 2026, the Company recorded a net loss of US$ 2,917,215 (28 February 2025: profit of US$ 1,100,162).

 

As at year end, cash and cash deposit balances stood at US$ 870,221 (28 February 2025: US$ 1,086,596), capitalised deferred mining, exploration, licence, and permit costs stood at US$ 14,591,479 (28 February 2025: US$ 15,421,152), and total assets were US$ 15,735,993 (28 February 2025: US$ 16,779,135). The Company is in a net asset position of US$ 13,741,112 (28 February 2025: US$ 16,658,327).

               

In response to challenging market conditions and suppressed lithium prices, the Company streamlined its corporate overheads and removed non-essential expenditure. This disciplined approach supports the planned next steps at the Basin and San Domingo projects while preserving the Company's financial resources.

 

Post yearend on 28 July 2026, the Company completed a fundraise, raising total gross proceeds of £2.28 million, with subscribing shareholders also received 1 warrant for every 2 shares acquired, with an exercise price of £0.05 each and a term of two years from warrant issue date.

 

As part of the fundraise, certain directors exercised their options, raising additional gross proceeds of US$ 113,250.

 

The outstanding Convertible Loan Agreements were also converted into ordinary shares of no-par value, with the carrying amount plus accrued interest of US$ 1,873,547.05 converting into 68,488,299 shares.

 

The funds raised will enable the Company to further accelerate programmes at both our Whistlejacket and San Domingo pegmatite projects, that are designed to support initial NI 43-101 technical reports and maiden Mineral Resource Estimates.

 

Approach to Risk and Corporate Governance

 

The Company maintains a balanced risk appetite that supports appropriate growth, profitability and scalability while ensuring full compliance with its corporate and regulatory obligations.

 

The Group's principal risk categories are strategic, reputational, credit, operational, market, liquidity, foreign exchange, capital and funding, compliance and conduct risk.

 

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

 

Under the Company's impact matrix, which uses the classifications Zero, Low, Medium and High, the overall risk impact is assessed as High. The Company has implemented controls, committee oversight and reporting structures to monitor and manage the principal risks it faces.

 

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

 

Strategy and Outlook

 

The Company believes its diversified portfolio of US lithium assets is aligned with the current US administration's objective of securing domestic supplies of critical minerals. Over the past twelve months, the lithium market has begun to shift from oversupply and depressed pricing towards a potentially tighter medium-term supply environment. Industry forecasts indicate that deficits may emerge across the lithium supply chain as demand from EVs, battery energy storage systems and AI-related data-centre infrastructure grows faster than new supply can be developed.

 

Domestic mining and sourcing of critical minerals remain priorities for the current US administration. Recent Department of Energy announcements relating to equity interests in critical-minerals companies, including Lithium Americas and MP Materials, illustrate this policy focus. Federal initiatives have also sought to streamline permitting and accelerate approvals for qualifying projects.

 

While lithium markets are expected to remain volatile in the near term, the Company believes the long-term outlook for lithium remains highly constructive. Supply growth is expected to become progressively more challenging over the coming decade, while structural demand growth tied to electrification, energy storage, and digital infrastructure expansion continues to strengthen.

 

Executive orders issued by the US President have reinforced the importance of securing domestic supplies of critical minerals as a matter of national security. This policy direction is reflected in recent permitting decisions affecting projects including Standard Lithium and Equinor's Southwest Arkansas Lithium brine extraction project, Albemarle's Silver Peak lithium mine in Nevada and Lithium Americas' McDermitt lithium exploration project in Nevada.

 

The Company remains positive about its prospects over the coming years. Continued US policy support for domestically sourced critical minerals, together with growing lithium demand, reinforces Bradda Head's strategy of developing its portfolio with the objective of becoming a future domestic supplier of battery-grade lithium.

 

 

 

Ian John Stalker

Executive Chair

26 August 2026

 

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 2026.

 

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 27 of the consolidated financial statements.

 

The Company made a total comprehensive loss attributable to equity shareholders for the year after taxation of US$ 2,917,215 (28 February 2025: profit of US$ 1,100,162).

 

Dividend

 

The Directors do not propose the payment of a dividend for the year (2025: 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 17 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 2026, 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 2026		28 February 2025
	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 (2025: 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 (2025: 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 (2025: 1,017,173) shares are held directly by James Mellon.
2 Ian Stalker's interest comprises of 3,699,690 (2025: 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 28 February 2026 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	34,796,300	8.91%
Nigel Wray	20,375,000	5.22%
Electrification and Decarbonization AIE	17,767,315	4.55%
Anthony Baillieu	14,400,000	3.69%
Jason Macdonald 2	14,095,706	3.61%
Barclays Smart Investor private clients	13,811,222	3.54%
Interactive Investor clients	12,091,996	3.10%
1  James Mellon's interest comprises of 71,879,831 (2025: 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 (2025: 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 (2025: 1,017,173) shares are held directly by James Mellon.
2 Jason Macdonald's interest comprises of 12,307,004 (2025: 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 (2025: 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                        

26 August 2026                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

 

Corporate Governance Statement

 

The Board of Bradda Head Lithium Limited (the "Board") is committed to best practice in corporate governance throughout the Company. The Directors have agreed to comply with the provisions of the Quoted Companies Alliance ("QCA") Corporate Governance Code to the extent which is appropriate to its nature and scale of operations, and we are reporting against the 2023 version of the Code for the first time this year. This report illustrates how the Company complies with those principles.

 

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

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

The Company's purpose, strategy, business model and amendments thereto are developed by the Chair and their 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's overall strategic objective is to develop its USA based lithium projects, transforming them from the exploration stage through to production, creating value for Company shareholders.

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

The 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.

The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Company's operations.

The Board has a zero-tolerance approach to breaches of these laws and regulations. The Board promotes ethical behaviour throughout the portfolio, through directions to the Company's investment advisors in relation to the ethical management of the portfolio.

 

QCA Principle 3: 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.

The Company has duly considered investor feedback and has undertaken a number of enhancements to its website throughout 2026. It is committed to continually soliciting and responding to feedback in order to improve shareholder engagement across all communication channels.

 

QCA Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The Company is aware of its social and environmental responsibilities and the need to maintain effective working relationships across a range of stakeholders. These include the Company's advisors, suppliers, and government agencies the Company interacts with. The Company's operations and working methodologies take account of the need to balance the needs of all 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.

 

The Company will continue to monitor governance developments and will consider introducing KPI's where they become relevant, meaningful, and contribute to effective performance monitoring and decision-making.

 

QCA Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board is responsible for the systems of risk management (including climate-related risk) 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 Audit, Risk and Compliance Committee, the effectiveness of these internal controls is reviewed annually.

The Audit, Risk and Compliance Committee has actively monitored auditor independence throughout the year. This included reviewing the auditor's engagement terms, audit and non-audit fees and the safeguards in place to prevent conflicts of interest. The committee is satisfied that its auditor remains objective, independent and professionally sceptical. 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 monthly 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 6: Establish and 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.

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.

Non-executive 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.

 

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 two committees to consider specific issues in greater detail, being the Company Audit, Risk and Compliance, and Remuneration Committees. The Terms of Reference for each of these Committees are published on the Company's website.

 

The Chair

The 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.

 

The Chief Executive Officer

At present, the Company does not have a Chief Executive Officer. Instead, the responsibility for managing the Company's business and operations within the parameters set by the Board is held by the Executive Chair.

 

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.

 

The Board has established a Company Audit, Risk and Compliance Committee ("ARCC"), and a Remuneration Committee with formally delegated duties and responsibilities. Alex Borrelli chairs the ARCC, and Euan Jenkins chairs the Remuneration Committee.

 

Company Audit, Risk and Compliance Committee

The Company Audit, Risk and Compliance Committee meets at least two times each year 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 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 Director, 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.

 

Nomination Committee

The Nomination Committee is comprised of the whole Board. It is chaired by the Chair of the Board and is responsible for making recommendations to the Board on matters relating to the composition of the Board, including Executive and Non-executive Director succession planning, the appointment of new Directors and the election and re-election of Directors. The Nomination Committee only meets as matters arise.

 

Appointments to the Board

The principal purpose of the Nomination Committee is to undertake the assessment of the balance of skills, experience, independence and knowledge on the Board against the requirements of the business, with a view to determining whether any shortages exist. Having completed the assessment, the Committee makes recommendations to the Board accordingly. Appointments to the Board are made on merit, with due regard to the benefits of diversity. Within this context, the paramount objective is the selection of the best candidate, irrespective of background, and it is the view of the Board that establishing quotas or targets for the diversity of the Board is not appropriate.

 

All Director appointments must be approved by the Company's Nominated Adviser, as required under the AIM Rules, before they are appointed to the Board.

 

Prior to appointment, Non-executive Directors are required to demonstrate that they are able to allocate sufficient time to undertake their duties.

 

Re-election

All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board. Directors are submitted for re-election at each Annual General Meeting.

 

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	13/14	-	-
Denham Eke	14/14	-	-
Ian Stalker	14/14	1/2	-
Euan Jenkins	14/14	2/2	3/3
Alex Borrelli	14/14	2/2	3/3

 

QCA Principle 7: Maintain appropriate governance structures and ensure that individually and collectively 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 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. During the course of the year, Directors received updates from the Finance Director and various external advisers on a number of corporate governance matters.

The Nominated Adviser for the Company is invited to attend a board meeting each year to provide the Board with updates regarding AIM regulatory requirements, disclosure obligations and any developments that may affect the Company's ongoing compliance.

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 8: 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.

The Board will assess the need for an externally facilitated evaluation, as required by the new QCA Code.

The Board recognises the importance of effective succession planning to maintain strong leadership and good governance. While there are currently no planned changes to the Board's composition, future needs are kept under continual review. As the Company evolves, the Board will ensure that future appointments support the Company's long-term strategy, provide the necessary skills and experience, and uphold high standards of independence and diversity of perspective.

 

QCA Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the Company's purpose, strategy and culture

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

 

The Board, with the assistance of the Company's Remuneration Committee and external advisors, ensures that the remuneration policy is structured to promote long-term value creation and align with the Company's purpose, strategy, and culture. In accordance with the new QCA Code, we will present the Directors' Remuneration Policy and Directors' Remuneration Report for an advisory shareholder vote at the 2027 Annual General Meeting.

 

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: www.braddaheadltd.com/ investors#ShareholderDocuments

 

Approval

 

This report was approved by the Board of Directors on 26 August 2026 and signed on its behalf by:

 

 

Denham Eke

Finance Director

 

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 (2023) 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.

2026 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 2026 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$ 14,591,479;

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 2027. ARCC is satisfied that preparing the financial statements on a going concern basis is appropriate. Disclosures are included in note 2; and

o  Classification and conversion option of an embedded derivative financial liability included within convertible loan agreements issued during the year, with a carrying amount of US$810,960 at year end.

 

 

 

Alex Borrelli

Chair of Audit, Risk and Compliance Committee

26 August 2026

 

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 (2023) 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. In addition, share options may, where considered appropriate, be awarded to Non-Executive Directors.

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$	2026 Total US$	2025 Total US$
Executive - salary
Denham Eke	63,506	-	63,506	68,320
Non-Executive - fees
Jim Mellon	45,360	-	45,360	51,840
Ian Stalker	147,668	-	147,668	165,411
Alex Borrelli	45,360	-	45,360	51,840
Euan Jenkins	45,360	-	45,360	51,840
Aggregate emoluments	347,254	-	347,254	389,251

 

Approval

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

 

 

 

Euan Jenkins

Chair of Remuneration Committee

26 August 2026

 

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.