NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

 

1.   General information

The principal activity of Chesterfield Resources plc (the 'Company') and its subsidiaries (together the 'Group') is the exploration and development of precious and base metals. The Company is a public limited Company whose shares were admitted to the Standard listing segment of the Main market of the London Stock Exchange on 29 August 2017. The Company is incorporated and domiciled in England.

The address of its registered office is 6 Heddon Street, London, W1B 4BT.

 

2.   Summary of significant accounting policies

The principal accounting policies applied in the preparation of these Financial Information are set out below ('Accounting Policies' or 'Policies'). These Policies have been consistently applied to all the periods presented, unless otherwise stated.

 

2.1.   Basis of preparation of Financial Statements

The Group and Company Financial Statements have been prepared in accordance with UK-adopted international accounting standards, IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the United Kingdom applicable to companies under IFRS, and the Companies Act 2006. The Group and Company Financial Statements have also been prepared under the historical cost convention, except as modified for financial assets carried at fair value through profit and loss.

 

The Financial Statements are presented in Pound Sterling rounded to the nearest pound.

 

The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group and Company Financial Statements are disclosed in Note 4.

 

a)      Changes in accounting policies and disclosures

 

i)              New and amended standards adopted by the Group and Company

 

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. The amendments and revisions applicable for the period ended 31 December 2025 did not result in any material changes to the financial statements of the Group or Company.

 

Of the other IFRS and IFRIC amendments, none are expected to have a material effect on future Group or Company Financial Statements. 

 

ii)             New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted

 

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

 

Standard	Impact on initial application	Effective date
IFRS 9 and IFRS 7 (Amendments)	Classification and Measurement of Financial Instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures	1 January 2026
Amendments (Various)	Annual Improvements to IFRS Accounting Standards - Amendments to: ·      IFRS 1 First-time Adoption of International Financial Reporting Standards; ·      IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7; ·      IFRS 9 Financial Instruments; ·      IFRS 10 Consolidated Financial Statements; ·      IAS 7 Statement of Cash flows	1 January 2026

 

None are expected to have a material effect on the Group or Company Financial Statements.

 

2.2.   Basis of consolidation

The Group Financial Statements consolidate the Financial Statements of the Company and its subsidiaries made up to 31 December 2025. Subsidiaries are entities over which the Group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

 

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

 

·      The contractual arrangement with the other vote holders of the investee;

·      Rights arising from other contractual arrangements; and

·      The Group's voting rights and potential voting rights

 

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the Group Financial Statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

 

Investments in subsidiaries are accounted for at cost less impairment within the Company Financial Statements. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises are eliminated on consolidation.

 

2.3.   Going concern

The Group's business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman's Report on page 2. In addition, Note 3 to the Group Financial Statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to market, credit and liquidity risk.

 

The Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the going concern basis in preparing the Annual Report and Financial Statements.

 

2.4.   Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

 

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

 

2.5.   Foreign currencies

(a) Functional and presentation currency

Items included in the Financial Statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the UK parent entity is Pound Sterling. The functional currency of the Cyprian subsidiary is Euros and Canadian subsidiary is Canadian Dollars. The Financial Statements are presented in Pounds Sterling which is the Group's presentation currency.

 

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

 

(c)  Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

·    assets and liabilities for each period end date presented are translated at the period-end closing rate;

 

·    income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

 

·    all resulting exchange differences are recognised in other comprehensive income.

 

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the Statement of Comprehensive Income as part of the gain or loss on sale.

 

2.6.   Intangible assets

Exploration and evaluation assets

The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.

 

Exploration and evaluation assets are recorded and held at cost

Exploration and evaluation assets are not subject to amortisation but are assessed annually for impairment. The assessment is carried out by allocating exploration and evaluation assets to cash generating units ("CGU's"), which are based on specific projects or geographical areas. The CGU's are then assessed for impairment using a variety of methods including those specified in IFRS 6. Following their assessment, the Directors concluded that no impairment charge was necessary for the year ended 31 December 2025 (2024: £7,704) as no expenditure was capitalised during the period.

 

Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Statement of Comprehensive Income.

 

Exploration and evaluation assets recorded at fair-value on acquisition

Exploration assets which are acquired are recognised at fair value. When an acquisition of an entity whose only significant assets are its exploration asset and/or rights to explore, the Directors consider that the fair value of the exploration assets is equal to the consideration. Any excess of the consideration over the capitalised exploration asset is attributed to the fair value of the exploration asset.

 

2.7.   Investment in subsidiaries

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision (Note 13).

 

2.8.   Property, plant and equipment

Property, Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

 

Office Equipment - 10% straight line

Vehicles - 20% straight line

 

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred.

 

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

 

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

 

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains' in the Statement of Comprehensive Income.

 

2.9.   Impairment of non-financial assets

Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

 

2.10. Financial assets

Initial recognition and measurement

 

Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through OCI, or fair value through profit or loss.

 

The classification of financial assets at initial recognition that are debt instruments depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

 

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

 

The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

 

Subsequent measurement

 

For purposes of subsequent measurement, financial assets are classified in four categories:

 

·      Financial assets at amortised cost (debt instruments)

·      Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

·      Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

·      Financial assets at fair value through profit or loss

 

Financial assets at amortised cost (debt instruments)

 

This category is the most relevant to the Group and Company. The Group and Company measures financial assets at amortised cost if both of the following conditions are met:

 

·      The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

·      The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Interest received is recognised as part of finance income in the statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group's financial assets at amortised cost include trade receivables (not subject to provisional pricing) and other receivables.

 

Fair Value through Profit or Loss (FVTPL)

 

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. The Group holds equity instruments that are classified as FVTPL as these were acquired principally for the purpose of selling.

       

Financial assets at FTVPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. Fair value is determined by using market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the 'fair value hierarchy'):

 

- Level 1: Quoted prices in active markets for identical items (unadjusted)

- Level 2: Observable direct or indirect inputs other than Level 1 inputs

- Level 3: Unobservable inputs (i.e. not derived from market data).

 

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.

 

Derecognition

 

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:

 

·      The rights to receive cash flows from the asset have expired; or

·      The Group and Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group and Company has transferred substantially all the risks and rewards of the asset, or (b) the Group and Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

Impairment of financial assets

 

The Group recognises an allowance for ECLs for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

 

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

 

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

 

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

2.11. Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables and loans.

 

Subsequent measurement

 

The measurement of financial liabilities depends on their classification, as described below:

 

Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. IFRS 9.4.2.1(a) Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income.

 

Loans and borrowings and trade and other payables

After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

 

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.

 

This category generally applies to trade and other payables.

 

Derecognition

 

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

 

Liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit and loss or other liabilities, as appropriate.

 

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

 

Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost.

 

2.12. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand.

 

2.13. Share capital and share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available.

 

2.14. Share based payments

The Group operates a number of equity-settled, share-based schemes, under which the Group receives services from employees or third-party suppliers as consideration for equity instruments (options and warrants) of the Group. The fair value of the third-party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Statement of Comprehensive Income or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Statement of Comprehensive Income and its value is determined by reference to the fair value of the options granted:

 

·      including any market performance conditions;

·      excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and

·      including the impact of any non-vesting conditions (for example, the requirement for employees to save).

 

The fair value of the share options and warrants are determined using the Black Scholes valuation model.

 

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Statement of Comprehensive Income or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.

 

When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.

2.15. Taxation

No current tax is yet payable in view of the losses to date.

Deferred tax is recognised for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the Group Financial Statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets and liabilities are not discounted.

 

2.16. Discontinued Operations

 

Discontinued operations define the parts of a Group Company that are sold, shut down, or no longer operational during the financial year of the Group. The financial performance of discontinued operations is presented separately to the Group in the consolidated statement of income statement and statement of financial position.

 

3.    Financial risk management

3.1.   Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. None of these risks are hedged.

 

Risk management is carried out by the London based management team under policies approved by the Board of Directors.

 

3.2.   Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to enable the Group to continue its exploration and evaluation activities, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.

At 31 December 2025 the Group had borrowings of nil (2024: £nil) and defines capital based on the total equity of the Group. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.

Given the Group's level of debt versus its cash at bank and cash equivalents, the gearing ratio is immaterial.

 

4.    Critical accounting estimates and judgements

The preparation of the Financial Statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the period. Actual results may vary from the estimates used to produce these Financial Statements.

 

Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Items subject to such estimates and assumptions, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial years, include but are not limited to:

 

Share based payment transactions

The Group has made awards of options and warrants over its unissued share capital to certain Directors as part of their remuneration package. The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 19.

 

5.    Segment Information

Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the period the Group had interests in three geographical segments; the United Kingdom, Canada and Cyprus. Activities in the UK are mainly administrative in nature whilst the activities in Canada and Cyprus relate to exploration and evaluation work. As at 31 December 2025, management made the decision to strike off CRC Chesterfield Resources (Cyprus) Limited from the Cypriot Register of Companies. As such, the Cyprian geographical segment has been reclassed as a discontinued operation.

 

 

2025		Canada £	Cyprus £	UK £		Total £
Continuing operations
Administrative expenses		(22,530)	-	(411,622)		(434,152)
Finance Income		-	-	2,383		2,383
Net gain/(loss) on disposal of quoted investments		-	-	858,608		858,608
Discontinued operations
Administrative expenses		-	(16,729)	-		(16,729)
Exploration costs expensed		-	(1,092)	-		(1,092)
Other gains		-	10,353	-		10,353
Profit/(Loss) before tax per reportable segment		(22,530)	(7,468)	449,369		419,371
Reportable segment assets		5,254	139	1,173,657		1,179,050
Reportable segment liabilities		-	(10,488)	(136,498)		(146,986)
2024		Canada £	Cyprus £	UK £	Total £
Continuing operations
Administrative expenses		(20,960)	-	(507,000)	(527,960)
Impairment on asset held for sale		-	-	(103,985)	(103,985)
Net gain/(loss) on disposal of quoted investments		-	-	(53,017)	(53,017)
Discontinued operations
Administrative expenses		-	(33,602)	-	(33,602)
Impairment of intangible assets		-	(7,704)	-	(7,704)
Other Losses		-	(110,568)	-	(110,568)
Loss before tax per reportable segment		(20,960)	(151,874)	(664,002)	(836,836)
Reportable segment assets		11,460	3,962	280,667	296,089
Reportable segment liabilities		(1,776)	(22,294)	(157,182)	(181,252)

6.    Expenses by nature

	Group
	31 December 2025 £	31 December 2024 £
Continuing operations
Directors' fees	186,055	202,628
Employee salaries & related expenses	5,273	10,187
Stock exchange related costs	38,723	37,397
Placing related costs	33,600	-
Office related expenses including printing, postage and telephone	12,171	8,639
Accountancy fees	6,072	8,347
Auditor remuneration	45,200	42,500
Travel & subsistence	364	849
Professional & consultancy fees	100,877	70,422
Insurance	11,925	14,373
Other expenses	541	-
Share Option expense	-	133,711
Other Gains	(6,649)	(1,093)
Total administrative expenses - continuing	434,152	527,960
Discontinued operations
Office related expenses including printing, postage and telephone	-	879
Directors' fees	-	-
Auditor remuneration	6,974	5,461
Accountancy fees	1,299	1,452
Professional & consultancy fees	6,931	4,665
Other Expenses	1,525	21,145
Total administrative expenses - discontinued (note 20)	16,729	33,602
Total administrative expenses	450,881	561,562

 

As at 31 December 2025, £6,055 (2024: £6,023) of the Director fees related to the Subsidiary.

 

Services provided by the Company's auditor and its associates

During the period, the Group (including overseas subsidiaries) obtained the following services from the Company's auditors and its associates:

 

	Group
	31 December 2025 £	31 December 2024 £
Fees payable to the Company's auditor and its associates for the audit of the Company and Group Financial Statements	38,000	45,200
Fees payable to the auditor of CRC Chesterfield Resources (Cyprus) Limited	6,974	5,460

 

 

 

 

 

 

7.    Directors' remuneration

	31 December 2025			31 December 2024
	Short-term benefits	Accruals	Total	Short-term benefits	Accruals	Total
	£	£	£	£	£	£
Executive Director
Kashif Afzal (1)	120,000	-	120,000	18,800	75,318	94,118
Non-executive Directors
Ajay Kejriwal (1)	1,500	34,500	36,000	32,500	22,606	55,106
Paul Ensor (1)	24,000	-	24,000	32,500	13,571	46,071
David Cliff (2)	-	-	-	1,310	-	1,310
	145,500	34,500	180,000	85,110	111,495	196,605

 

(1)   On 20 March 2024, Kashif Afzal transitioned from a Non-executive to Executive Chairman. Paul Ensor and Ajay Kejriwal transitioned from Executive Directors to Non-executive Directors.

(2)   David Cliff resigned 16 March 2024

 

No share options were awarded to Directors during the year (2024: £133,711). The Ajay Kejriwal accrual remains payable as at 31 December 2025, totalling £57,106. This includes £22,606 for 2024 and £34,500 for 2025.

 

8.    Other gains/(losses)

		Group
	Current	31 December 2025 £	31 December 2024 £
	Discontinued operations
	Write off HKP guarantees	2,567	-
	Write off legal provisions	8,136	-
	VAT receivable impairment	(350)	(110,568)
	Total	10,353	(110,568)

 

9.    Income tax

No charge to taxation arises due to the losses incurred.

The tax on the Group's loss before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:

	Group
	31 December 2025 £	31 December 2024 £
Profit/(Loss) before tax	419,371	(836,836)
Tax at the applicable rate of 27.09% (2024: 22.78%)	113,616	(190,640)
Effects of:
Expenditure not deductible for tax purposes	-	31,042
Income not taxable	(87,826)	-
Losses carried forward on which no deferred tax asset is recognised	(25,790)	159,598
Tax	-	-

         

The weighted average applicable tax rate of 27.09% (2024: 22.78%) used is a combination of the 25% standard rate of corporation tax in the UK, 15% Cypriot corporation tax and 30% Canadian tax rate.

 

The Group has a potential deferred income tax asset of approximately £621,000 (2024: £1,227,000) due to tax losses available to carry forward against future taxable profits. The Company has tax losses of approximately £2,372,000 (2024: £2,583,000) available to carry forward against future taxable profits. No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.

 

10.   Earnings per share

Continuing Operations

The calculation of the total basic earnings per share of 0.278 pence (2024: (0.526 pence)) is based on the profit from continued operations attributable to equity holders of the Company of £426,839 (2024: loss of £684,962) and on the weighted average number of ordinary shares of 153,494,366 (2024: 130,328,311) in issue during the period.

 

The calculation of diluted earnings per share of 0.122 pence is based on the profit from continued operations attributable to equity holders of the company of £426,839 and on the weighted average number of ordinary shares of 153,494,366, and the weighted average number of share options 195,544,311 in issue during the period.

 

In accordance with IAS 33, basic and diluted earnings per share are identical for the Group in 2024 as the effect of the exercise of share options would be to decrease the earnings per share.

 

Discontinued Operations

The calculation of the total basic earnings per share of 0.005 pence (2024: (0.117)) is based on the loss from discontinued operations attributable to equity holders of the Company of £7,468 (2024: £151,874)and on the weighted average number of ordinary shares of 153,494,366 (2024: 130,328,311) in issue during the period.

 

The calculation of diluted earnings per share of 0.002 pence is based on the loss from discontinued operations attributable to equity holders of the company of £7,468 and on the weighted average number of ordinary shares of 153,494,366, and the weighted average number of share options 195,544,311 in issue during the period.

 

Details of share options that could potentially dilute earnings per share in future periods are set out in Note 19.

 

11.   Intangible Assets

Intangible assets comprise exploration and evaluation costs. Exploration and evaluation assets are all internally generated except for those acquired at fair value.

 

	Group
Exploration & Evaluation Assets - Cost and Net Book Value	2025 £	2024 £
Opening balance	-	-
Additions	-	7,704
Impairment of Chesterfield Resources (Cyprus) Ltd asset	-	(7,704)
Foreign exchange	-	-
As at end of period	-	-

 

The Directors therefore undertook an assessment of the following areas and circumstances that could indicate the existence of impairment:

 

•     The Group's right to explore in an area has expired, or will expire in the near future without renewal;

•     No further exploration or evaluation is planned or budgeted for;

•     A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; or

•     Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.

 

Following their assessment and as a decision has been taken by the Board to discontinue exploration and evaluation in Cyprus.

 

The Directors concluded that an impairment charge of  £7,704 was necessary for the year ended 31 December 2024.

 

12.   Investments

	Group & Company £
As at 1 January 2024	133,425
Acquisition of Sterling Metals Corp. shares	144,108
Disposal of Sterling Metals Corp. shares	(12,649)
Net loss on disposal of Sterling Metals Corp. shares	(14,930)
Unrealised loss on Sterling Metals Corp. shares	(38,589)
As at 31 December 2024	211,365
As at 1 January 2025	211,365
Disposal of Sterling Metals Corp. shares	(1,069,973)
Net gain on disposal of Sterling Metals Corp. shares	858,608
As at 31 December 2025	-

 

Quoted investments are measured at fair value with fair value gains and losses recognised through profit and loss. All investments were held at level 1 as they were held in entities that meet the definition of a quoted company.

 

As of 31 December 2025, the Company had sold all of their quoted investments Investments.

 

2024

On 19 April 2024, the Company sold 308,000 common shares in Sterling Metals Corporation. The shares had a fair value on disposal (CAD$ 0.07) totalling CAD$21,601 (£12,649) and a book value of CAD$46,200 (£27,579).

 

On 26 November 2024, the Company was issued 8,500,000 common shares in Sterling Metals Corporation in relation to the disposal of subsidiary. The shares have been valued at fair value upon issue (CAD$ 0.03) totalling CAD$680,000 (£144,108).

 

On 31 December 2024, an unrealised loss of £38,589 was recognised following a revaluation of the shares in line with the current share price (CAD$ 0.03) to total CAD$380,760 (£211,365).

 

2025

In January 2025, the Company sold a total of 807,000 common shares in Sterling Metals Corporation. The shares had an average fair value on disposal of CAD$ 0.05 meaning the Company received total gross proceeds of CAD$40,350 (£22,619).

 

In February 2025, the Company sold a total of 1,000 common shares in Sterling Metals Corporation. The shares had an average fair value on disposal CAD$ 0.05 meaning the Company received total gross proceeds of CAD$50 (£28), resulting in a balance of 11,884,000 common shares held by the Company in Sterling Metals Corporation.

 

In February 2025, Sterling Metals Corporation completed a 10-for-1 share consolidation meaning the Company then held 1,188,400 common shares in the Sterling Metals Corporation following the disposals in January and February 2025.

 

In May 2025, the Company sold a total of 200,000 common shares in Sterling Metals Corporation. The shares had an average fair value on disposal of CAD$ 0.41, meaning the Company received total gross proceeds of CAD$81,700 (£44,123).

 

In June 2025, the Company sold a total of 145,000 common shares in Sterling Metals Corporation. The shares had an average fair value on disposal of CAD$ 0.48, meaning the Company received total gross proceeds of CAD$66,755 (£36,006).

 

In October 2025, the Company sold a total of 843,400 common shares in Sterling Metals Corporation. The shares had an average fair value on disposal of CAD$ 2.18, meaning the Company received total gross proceeds of CAD$1,806,245 (£966,061).

 

Following these transactions, the Company had sold all of their quoted Investments.

 

13.   Investments in Subsidiary Undertakings

	Company
	2025 £	2024 £
Shares in Group Undertakings
At beginning of period	-	291,810
Impairment of Investment in Chesterfield (Canada) Inc.	-	(291,810)
At end of period	-	-
Loans to Group undertakings
At beginning of period	-	-
Loans granted	35,213	25,215
Foreign Exchange	184,812	(96,312)
Interest receivable	69,546	65,847
Impairment of Loan to Chesterfield Resources (Cyprus) Ltd	(272,802)	-
Impairment of Loan to Chesterfield (Canada) Inc.	(16,771)	-
Reversal of previously impaired loans	-	261,012
Proceeds from Sale of Exploration asset	-	(255,762)
At end of period	-	-
Total	-	-

 

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.

 

Subsidiaries

Name of subsidiary	Registered office address	Country of incorporation and place of business	Proportion of ordinary shares held by parent (%)	Proportion of ordinary shares held by the Group (%)	Nature of business
CRC Chesterfield Resources (Cyprus) Limited (1)	Illoupoleos 1, Germasogela, 4046 Limassol, Cyprus	Cyprus	100%	100%	Exploration
Chesterfield (Canada) Inc	PO Box 5038. St John's, Canada	Canada	100%	100%	Exploration

 

(1)   As at 31 December 2025, management made the decision to strike off the subsidiary CRC Chesterfield Resources (Cyprus) Limited the Cypriot Register of Companies. A submission requesting the official strike off of the company was made to the local registrar on 31 December 2025.

14.   Trade and other receivables

		Group				Company
	Current	31 December 2025 £	31 December 2024 £		31 December 2025 £		31 December 2024 £
	Prepayments	8,909	9,068		8,909		9,068
	Other receivables	6,164	4,305		6,164		3,473
	VAT receivable	7,409	2,990		7,018		2,920
	Total	22,482	16,363		22,091		15,461

 

Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above.

 

15.   Cash and cash equivalents

	Group			Company
	31 December 2025 £	31 December 2024 £		31 December 2025 £	31 December 2024 £
Cash at bank and in hand	1,156,568	68,361		1,151,566	53,839

 

Cash at bank comprises balances held by the Company in current bank accounts. The carrying value of these approximates to their fair value.

 

16.   Trade and other payables

	Group			Company
	31 December 2025 £	31 December 2024 £		31 December 2025 £	31 December 2024 £
Trade payables	21,034	18,976		17,890	3,164
Accruals (1)	125,818	162,276		118,505	153,992
Other payables	134	-		103	-
	146,986	181,252		136,498	157,156

 

Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs. The Directors consider that the carrying value amount of trade and other payables approximates to their fair value.

 

⁽¹⁾ Accruals include amounts owed to directors for payroll of £57,106 (2024: £111,495). For a breakdown, refer to Note 7.

 

17.   Financial Instruments by Category

Group	31 December 2025				31 December 2024
	Loans & receivables	FVTPL		Total	Loans & receivables	FVTPL		Total
Assets per Statement of Financial Performance (Amortised cost)	£	£		£	£	£		£
Trade and other receivables (excluding prepayments and VAT)	6,164	-		6,164	4,305	211,365		215,670
Cash and cash equivalents	1,156,568	-		1,156,568	68,361	-		68,361
	1,162,732	-		1,162,732	72,666	211,365		284,031
	31 December 2025				31 December 2024
	At amortised cost		Total		At amortised cost		Total
Liabilities per Statement of Financial Performance (Amortised cost)	£		£		£		£
Trade and other payables (excluding non-financial liabilities)	146,986		146,986		181,252		181,252
	146,986		146,986		181,252		181,252

 

 

 

Company	31 December 2025				31 December 2024
	Loans & receivables	FVTPL		Total	Loans & receivables	FVTPL		Total
Assets per Statement of Financial Performance (Amortised cost)	£	£		£	£	£		£
Trade and other receivables (excluding prepayments and VAT)	6,164	-		6,164	3,475	211,365		214,840
Cash and cash equivalents	1,151,566	-		1,151,566	53,839	-		53,839
	1,157,730	-		1,157,730	57,314	211,365		268,679
	31 December 2025				31 December 2024
	At amortised cost		Total		At amortised cost		Total
Liabilities per Statement of Financial Performance (Amortised cost)	£		£		£		£
Trade and other payables (excluding non-financial liabilities)	136,498		136,498		157,156		157,156
	136,498		136,498		157,156		157,156

 

Fair value of financial assets and liabilities

 

Financial assets and liabilities are carried in the Statement of Financial Position at either their fair value (financial investments) or at a reasonable approximation of the fair value (trade and other receivables, trade and other payables and cash at bank).

 

The fair values are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

 

18.   Share Capital and Other Reserves

Share Capital - Group and Company

	Number of shares authorised, issued and fully paid	Share Capital £	Share premium £	Total £
As at 1 January 2024	130,328,311	228,328	8,919,654	9,147,982
As at 31 December 2024	130,328,311	228,328	8,919,654	9,147,982
As at 1 January 2025	130,328,311	228,328	8,919,654	9,147,982
Proceeds for share issue (1)	26,000,000	26,000	104,000	130,000
Proceeds for share issue (2)	31,266,000	31,266	343,926	375,192
Cost of capital	-	-	(5,700)	(5,700)
As at 31 December 2025	187,594,311	285,594	9,361,880	9,647,474

 

Each ordinary share has a par value of 0.1p and carries the right to one vote, to receive dividends and to participate on a return of capital.

 

1)    On 23 May 2025, 26,000,000 new ordinary shares were issued at a price of 0.5 pence per share, for a total of £130,000

2)    On 8 October 2025, 31,266,000 ordinary shares were issued at a price of 1.2 pence per share, for a total of £375,192

 

 

Other Reserves - Group

	Share Option Reserve £	Translation Reserve £	Total £
As at 1 January 2024	121,829	(20,914)	100,915
Currency translation differences	-	8,659	8,659
Options issued during year	133,711	-	133,711
Options expired during year	(2,415)	-	(2,415)
As at 31 December 2024	253,125	(12,255)	240,870
As at 1 January 2025	253,125	(12,255)	240,870
Currency translation differences	-	(1,636)	(1,636)
Options expired during year	(50,140)	-	(50,140)
As at 31 December 2025	202,985	(13,891)	189,094

 

Other Reserves - Company

	Share Option Reserve £	Total £
As at 1 January 2024	121,829	121,829
Options issued during year	133,711	133,711
Options expired during year	(2,415)	(2,415)
As at 31 December 2024	253,125	253,125
As at 1 January 2025	253,125	253,125
Options expired during year	(50,140)	(50,140)
As at 31 December 2025	202,985	202,985

 

19.   Share based payments

Share options

Share options and warrants outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:

			Options & Warrants
Grant Date	Expiry Date	Exercise price in £ per share	31 December 2025	31 December 2024
17 December 2019	1 January 2025	0.05	-	350,000
27 July 2020	27 July 2025	0.0525	-	1,175,000
27 July 2020	16 July 2025	0.10	-	619,333
11 December 2020	11 December 2025	0.09	-	55,556
5 January 2021	5 January 2026	0.14	1,000,000	1,000,000
5 February 2021	5 February 2026	0.125	250,000	250,000
2 July 2021	2 July 2026	0.12	1,750,000	2,000,000
30 September 2021	30 September 2026	0.11	950,000	1,200,000
19 March 2024	19 March 2029	0.02	4,000,000	4,000,000
			7,950,000	10,649,889

 

The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.

 

In October 2025, the company announced its intention to issue warrants to certain shareholders. The issuance of these warrants is conditional upon obtaining shareholder approval at the 2026 Annual General Meeting. It has therefore been disclosed as a contingent liability as at 31 December 2025 (Note 23).

The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:                                                                                                          

	2021 Options	2021 Options	2021 Options	2021 Options
Granted on:	05/01/2021	05/02/2021	02/07/2021	30/09/2021
Life (years)	5 years	5 years	5 years	5 years
Exercise price (pence per share)	14p	12.5p	12p	11p
Risk free rate	0.08%	0.08%	1.10%	1.10%
Expected volatility	35.43%	35.43%	13.79%	12.29%
Expected dividend yield	-	-	-	-
Marketability discount	20%	20%	20%	20%
Total fair value (£000)	36	8	24	1.5

 

	2024 Options
Granted on:	19/03/2024
Life (years)	5 years
Exercise price (pence per share)	2p
Risk free rate	4.46%
Expected volatility	16.68%
Expected dividend yield	-
Marketability discount	0%
Total fair value (£000)	133

 

The expected volatility of the 2024 and 2021, options has been calculated based on volatility for the six months of trading before admission. The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life. A reconciliation of options and warrants granted over the year to 31 December 2025 is shown below:

 

	2025			2024
	Number	Weighted average exercise price (£)		Number	Weighted average exercise price (£)
Outstanding at beginning of period	10,649,889	0.07		22,778,889	0.15
Granted	-	-		4,000,000	0.02
Expired/cancelled	(2,699,889)	-		(16,129,000)	-
Outstanding as at period end	7,950,000	0.07		10,649,889	0.07
Exercisable at period end	7,950,000	0.07		10,649,889	0.07

 

 

	2025					2024
Range of exercise prices (£)	Weighted average exercise price (£)	Number of shares	Weighted average remaining life expected (years)	Weighted average remaining life contracted (years)	Weighted average exercise price (£)		Number of shares	Weighted average remaining life expected (years)	Weighted average remaining life contracted (years)
0 - 0.05	0.02	4,000,000	3.22	3.22	0.02		4,350,000	3.88	3.88
0.06 - 0.15	0.12	3,950,000	0.41	0.41	0.11		6,299,889	1.18	1.18
0.16 - 0.30	-	-	-	-	-		-	-	-

 

During the period there was no charge (2024: £133,711) in respect of share options issued to the profit and loss. There was  credit of £50,140 (2024: £2,415) in respect of expired options.

 

20.   Discontinued Operations

As at 31 December 2025, management made the decision to strike off CRC Chesterfield Resources (Cyprus) Limited from the Cypriot Register of Companies. A submission requesting the official strike off of the company was made to the local registrar on 31 December 2025. As such, expenditure incurred in CRC Chesterfield Resources (Cyprus) has been reclassed as discontinued operations.

 

Financial Performance

 

CRC Chesterfield Resources (Cyprus) Limited

	31 December 2025 £
Cash and cash equivalents	139
Total assets	139
Trade and other payables	(10,488)
Total liabilities	(10,488)
Net liabilities disposed	(10,349)

 

The loss for the period in CRC Chesterfield Resources (Cyprus) Limited was £7,468 (2024: £151,874).

 

The loss for discontinued operations of CRC Chesterfield Resources (Cyprus) Limited is as follows:

	31 December 2025 £	31 December 2024 £
Administrative expenses	(16,729)	(33,602)
Impairment of intangible assets (note 11)	-	(7,704)
Exploration costs expensed	(1,092)	-
Other gains/(losses) (note 8)	10,353	(110,568)
Loss before tax per reportable segment	(7,468)	(151,874)

 

21.   Related party transactions

Loans to/(from) Group undertakings

 

Amounts receivable as a result of loans granted to/(from) subsidiary undertakings are as follows:

 

	Company
	31 December 2025 £	31 December 2024 £
CRC Chesterfield Resources (Cyprus) Limited	-	-
Chesterfield (Canada) Inc.	(261,012)	(261,012)
At 31 December	(261,012)	(261,012)

 

These amounts are unsecured, incur interest, and repayable in Euros and Canadian Dollars when sufficient cash resources are available in the subsidiaries.

 

On 31 December 2025, the loan with CRC Chesterfield Resources (Cyprus) Limited increased by £272,802 owing to loans granted, interest and foreign exchange, but was subsequently impaired by £272,802 (31 December 2024: by £nil) bringing the overall balance to £nil (31 December 2024: £nil).

 

On 31 December 2025, the loan with Chesterfield (Canada) Inc increased by £16,772 owing to loans granted, interest and foreign exchange, but was subsequently impaired by £16,772 (31 December 2024: £nil) bringing the overall balance to £261,012 (31 December 2024: £261,012).

 

All intra Group transactions are eliminated on consolidation.

 

Other related party transactions

 

2024

During the year ended 31 December 2024 there was no related party transactions.

 

2025

On 28 May 2025, Paul Ensor purchased 2,000,000 ordinary shares at a price of 0.5 pence on 28 May 2025. On the same date, Kashif Afzal also purchased 2,000,000 ordinary shares at a price of 0.5 pence. Kashif Afzal's shares are held via Juniper International FZ LLC, of which Kashif owns 100% of.

 

There were no members of key personnel management other than Directors, whose remuneration is disclosed in note 7.

 

22.   Commitments

License commitments

 

As at 31 December 2025, the Company did not renew any licenses and therefore has no licence commitments.

 

23.   Contingent Liabilities

In October 2025, the Company announced its intention to issue warrants to certain shareholders. The issuance of these warrants is conditional upon obtaining shareholder approval at the 2026 Annual General Meeting.

24.   Events after the balance sheet date

There were no significant events after the balance sheet date.

 

25.   Ultimate controlling party

The Directors believe there is no ultimate controlling party.

 

**ENDS**