THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (INCLUDING AS IT FORMS PART OF THE LAWS OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

 

 

30 April 2026

Ferro-Alloy Resources Limited

("Ferro-Alloy" or the "Group" or the "Company")

 

2025 Final Results

 

Ferro-Alloy Resources Limited (LSE:FAR), the vanadium producer and developer of the large Balasausqandiq vanadium deposit in Southern Kazakhstan (the "Project"), announces its final results for the year ended 31 December 2025 ("FY25" or the "Period").

Operational Highlights

·    During the Period, the Company announced the results of its feasibility study (the "Feasibility Study") on Phase 1 of the Balasausqandiq vanadium deposit. The Feasibility Study identified the strategic nature of the Project and its potential to become one of the largest and lowest cost vanadium producers globally.

 

·    The results of the Feasibility Study confirmed a net present value for the Phase 1 of the Project of US$748 million (after tax, discount rate of 8%), an internal rate of return of 22% and a funding requirement of US$520 million to enter production.

 

·    Following the signing of a framework agreement in June 2025, the Company subsequently announced in November 2025 that it had received an indicative cost estimate of US$261 million from China National Chemical Engineering Sixth Construction Co., Ltd ("CC6") for the engineering, procurement and construction ("EPC") for the Project (excluding the relatively minor costs of the equipment relating to uranium and molybdenum sorption).

 

·    Taking into account the CC6 EPC cost estimate and the results of the Feasibility Study, the revised compelling headline economics for Phase 1 of the Project are as follows:

 

	US$m
Capital expenditure (including working capital, strategic spares, owner's costs, insurance etc.)	313.2
Contingency	42.4
Pre-production income, less costs	(43.7)
Revised funding required to get into production	311.9
Net Present Value (after tax, discount rate of 8%)	931.6
Project Internal Rate of Return	31%
Cash cost of production (V2O5 equivalent basis)	US$4.35/lb
Cash cost of production net of by-products	US$0.36/lb
Annual production of V2O5 (tonnes)	8,500
Annual production of carbon black substitute (tonnes)	247,000
Mine life (ore-body 1 only, out of seven)	20 years

 

Financial and Corporate Summary

·    Group revenues of US$4.53 million (2024: US$4.72 million), in line with management expectations and the Group's strategy for the existing plant to act primarily as a research and development centre for vanadium and carbon black substitute ("CBS") products.

·    Cost of sales decreased to US$6.3 million (2024: US$7.6 million), driven by reductions in the costs of raw materials processed, wages and general operating costs at the existing plant, leading to a gross loss of US$1.7 million (2024: US$2.8 million).

·    Continued capitalisation of the Group's feasibility study costs incurred during the year as an exploration and evaluation asset, resulting in recognised asset of US$10.5 million (2024: US$8.0 million).

·    The Company completed a number of equity placings during the year to support the Group's ongoing activities, resulting in the issue of 75,907,391 shares and a gross cash benefit to the Company of US$6,142,125 (comprised of a combination of cash receipts and suppliers, as well as certain directors, accepting Company shares in lieu of cash for balances owed).

·    The Group made an overall net loss for the year of US$8.42 million (2024: loss of US$9.43 million).

·    Cash in the bank at 31 December 2025 was US$1.68 million (2024:US$3.78 million). Cash in the bank at 31 March 2026 was US$2.16 million, following an issue of equity in March 2026.

·    During the Period, the Group appointed Northcott Capital Limited, in partnership with Oval Advisory Limited, as lead financial adviser with respect to the financing of the Project.

 

Research and Development Summary

During the Period, the Group progressed several ongoing research and development initiatives, summarised as:   

·    Electrolyte for vanadium redox flow batteries

Successful development and testing of the technology for producing vanadium mixed oxides, which would enable the production of vanadium electrolyte for battery energy storage. The technological process has been defined and sample products of sufficient high purity have been made. The Group is planning to participate in a new Kazakhstan Science Fund project, which is aiming to produce a 25 kW vanadium redox flow battery, by supplying high purity vanadium pentoxide or vanadium trioxide for the purpose of producing the vanadium electrolyte.

 

·    Carbon black substitute

Continued development of the new form of CBS. Ongoing laboratory testing, in conjunction with Qingdao Master Tyre Co., Ltd (see announcement dated 19 January 2026), has shown good results, demonstrating that this CBS can be successfully partially substituted in a standard rubber tyre sidewall mix.

 

·    Ferro-nickel

Development of a treatment process and preparation of an internal concept study for the production of ferro-nickel in an electric arc furnace, utilising the stockpiles of nickel-rich residues from the vanadium and molybdenum extraction process held on site.  This is a low-cost project, and discussions are ongoing with potential customers to provide prepayment sufficient to cover the cost of construction. The electric arc furnace will be available for ferro-vanadium production following commissioning of the Project.

 

·    Ferro-tungsten

Development and testing of a technological process for the production of ferro-tungsten from tungsten concentrate. Negotiations are ongoing for the sourcing of tungsten concentrates, with a view to starting production if sufficiently attractive terms can be agreed.

 

·    Roasting process

New technological process adopted to improve the current roasting process at the existing plant. The new technology increases output by around 30% and lowers the consumption of gas.

 

Commenting on the results, Nick Bridgen, CEO of Ferro-Alloy Resources said:

"The highlight of the year was the positive Feasibility Study, which showcased the Balasausqandiq Project's highly compelling financial characteristics. Whilst the study only covers Phase 1 of the Project, it serves as an indication of the scale of the opportunity, with further phases primed to supply the world shortage of vanadium that the roll out of vanadium redox flow batteries is expected to create.

Meanwhile, the existing plant, acting primarily as a research and development centre, has developed technologies that are going to be invaluable when production starts. This early developmental work provides the Group with an experienced workforce, high-quality specialists, and the technology to produce high-purity vanadium oxides for electrolyte production.

I look forward to building on these successes through the remainder of the year."

 

Publication of Annual Report

The Company's Annual Report will be available shortly on the Company's website at www.ferro-alloy.com

For further information, visit www.ferro-alloy.com or contact:

 

Ferro-Alloy Resources Limited	Nick Bridgen (CEO) / William Callewaert (CFO)	info@ferro-alloy.com
Shore Capital  (Joint Corporate Broker)   Panmure Liberum Limited (Joint Corporate Broker)   BlytheRay (Financial PR)	Toby Gibbs / Lucy Bowden     Scott Mathieson / John More     Megan Ray / Will Jones	+44 207 408 4090     +44 20 3100 2000     +44 20 7138 3204 ferro-alloy@blytheray.com

 

Notes to Editors

About Ferro-Alloy Resources Limited:

The Company's operations are all located at the Balasausqandiq deposit in Kyzylordinskoye Oblast in the South of Kazakhstan.

Balasausqandiq is a very large deposit, with vanadium as the principal product together with the carbon black substitute and several by-products. Owing to the nature of the ore, the capital and operating costs are very much lower than for other vanadium projects.    

The most recent mineral resource estimate for ore-body one (of seven) provided an Indicated Mineral Resource of 32.9 million tonnes at a mean grade of 0.62% vanadium pentoxide ("V₂O₅") equating to 203,364 contained tonnes of V₂O₅. In the system of reserve estimation used in Kazakhstan the reserves are estimated to be over 70 million tonnes in ore-bodies 1 to 5, but this does not include the full depth of ore-bodies 2 to 5, or the remaining ore-bodies which remain substantially unexplored. 

The grade of carbon in the deposit is over 8%. The carbon flows through to the tailings from where it is concentrated, in a simple low-cost operation, into a 40% carbon product, the CBS, that can be used in place of carbon black as a reinforcing filler in the making of rubber.

The Project will be developed in two phases, Phase 1 and Phase 2, with Phase 1 treating 1.65 million tonnes per year.

There is an existing concentrate processing operation at the site of the Balasausqandiq deposit. The production facilities were originally created from a 15,000 tonnes per year pilot plant, which was then expanded and adapted to recover vanadium, molybdenum and nickel from purchased concentrates.  Alongside this operation, there is a well-equipped laboratory and highly skilled technical team, who have already developed the technology that is being built into the feasibility study and is further developing and optimising processes needed for future vanadium and carbon operations. The plant will operate only when profitable concentrates are available and, when not operating as a production facility, will operate on an expanded basis as an R&D centre.

 

REVIEW OF THE YEAR

Feasibility Study

 

On 13 October 2025, the Company announced the results of its feasibility study on Phase 1 of the Balasausqandiq vanadium deposit (the "Project") in Southern Kazakhstan (the "Feasibility Study") that identified the strategic nature of the Project and its potential to become one of the largest and lowest cost vanadium producers globally.

The Company subsequently announced on 4 November 2025 that the Company had received an indicative cost estimate from China National Chemical Engineering Sixth Construction Co., Ltd ("CC6") for the engineering, procurement and construction ("EPC") for the Project (excluding the relatively minor costs of the equipment relating to uranium and molybdenum sorption) of US$261m.

Taking into account the CC6 EPC cost estimate and the results of the Feasibility Study, the compelling economics of the Project (Phase 1 only) are as follows:

Capital expenditure (including working capital, strategic spares, owner's costs, insurance etc.)	US$313.2m
Contingency	US$42.4m
Pre-production income, less costs	US$(43.7)m
Funding required to get into production	US$311.9m
Net Present Value (after tax, discount rate of 8%)	US931.6m
Project Internal Rate of Return	31%
Cash cost of production (V2O5 equivalent basis)	US$4.35/lb
Cash cost of production net of by-products	US$0.36/lb
Annual production of V2O5 (tonnes)	8,500
Annual production of carbon black substitute (tonnes)	247,000
Mine life (years)	20

 

Further phases of development after this are likely, based on six further ore-bodies currently identified.

 

Background

Most of the world's vanadium is produced from vanadiferous titano-magnetite, a form of iron ore, using a process which requires pre-concentration and high temperature roasting. However, the Balasausqandiq ore-body benefits from being a black shale, which does not require concentration or roasting, resulting in a simpler flow sheet, with lower production costs and significantly reduced environmental emissions.

The Group previously operated a large scale 15,000 tonnes per annum pilot plant that enabled the process to be optimised. Around 20 tonnes of ammonium metavanadate ("AMV") (a product which only requires a final heating stage to convert to vanadium pentoxide ("V₂O₅")) was produced and sold commercially. With certain modifications, the pilot plant operates today as a research and development ("R&D") centre for the Group's carbon black substitute ("CBS") products as well as for treating purchased concentrates.

 

Independent Feasibility Study results

In 2021, SRK Consulting (Kazakhstan) Limited ("SRK") in conjunction with Tetra Tech Limited ("Tetra Tech"), were commissioned to produce a feasibility study to independently verify the Group's processes. The Group also commissioned SGS Canada Inc ("SGS"), an international independent laboratory testing organisation, to carry out the detailed test work under the supervision of Tetra Tech.

 

Value enhancement opportunities

During completion of the Feasibility Study, the Group identified areas for optimisation and value enhancement beyond those included in the final Feasibility Study. It is expected that further investigation during the front-end engineering and design ("FEED") stage of the Project could lead to significant further improvement in Project economics.

The following are the areas which the Company believes have potential for optimisation which could reduce capital and operating costs, increase production, and significantly improve the Project net present value and internal rate of return.

Reagent consumption and metallurgical recovery

The Feasibility Study has incorporated the higher level of reagent consumption that was indicated by the laboratory-scale test work carried out by SGS, achieving a metallurgical recovery of 86.2%. Significantly lower reagent consumptions were used in the much larger scale historical pilot test work programme, also achieving a higher metallurgical recovery. The Group's technical team believe that lower reagent consumption and higher recovery can be achieved in actual operations, and this will be tested further.

Carbon recovery

Carbon concentrator recovery was tested by SGS but the potential to enhance recoveries by recirculating the concentrator tailings is still to be confirmed. Although a conservative estimate of recovery is included in the Feasibility Study, there are indications that a higher recovery might be achievable. This would be expected to increase the scale of CBS production, expanding the Company's by-product value, and further reducing the Project's already industry leading forecast net cash operating costs.

CBS dry milling

The Feasibility Study design for the milling of the CBS product is premised on wet milling but the Group has installed and tested a 400 kg per hour dry milling test plant and achieved excellent results, albeit testing with milled ore rather than concentrate. The use of dry milling greatly simplifies the operation as filtration and drying of finely milled powders is avoided. The Company believes that it is likely that this part of the operation will be changed to a dry milling process during the FEED stage of development, delivering significant capital cost savings and further enhancement of Project economics.

New CBS product

The Group has developed a new CBS product (see Company announcement dated 27 June 2025) which can be made from the high-carbon waste to be mined to access the vanadium ores. This is in addition to the original CBS product which is made by concentrating the carbon in the tailings from the vanadium treatment plant. The new material has not been included in the Feasibility Study. No scheduling of production has yet been carried out but the amounts of suitably high carbon material within the waste already scheduled to be mined would indicate that an average of around 225,000 tonnes of this new type of material might be produced per year in addition to the 247,000 tonnes of the original CBS that have been included in the Feasibility Study. This material is available at no additional mining cost, requiring limited capital expenditure on crushing and dry milling. Discussions with potential customers are continuing after successful laboratory testing. Further bulk testing of this product is planned.

Value engineering

The Group's operational team has gained considerable experience in procurement and fabrication through the construction and development of the Group's existing operations. The Company believes that there is the opportunity to negotiate more favourable terms with suppliers than those included in the Feasibility Study, particularly regarding local and regional services and equipment.

 

Mineral Resources and Ore Reserves

Resource Class	Weathering grade	Mass (Mt)	Grade (%)				Material Content (tonnes)
			V2O5	Mo	U	C	V2O5	Mo	U	C
Measured	-	-	-	-	-	-	-	-	-	-
Indicated Resource	Oxide	1.56	0.67	0.0139	0.0047	7.16	10,560	216	73	112,151
	Transitional	1.25	0.66	0.0138	0.0045	7.17	8,260	172	56	89,869
	Fresh - sulphide	30.08	0.61	0.0150	0.0052	8.83	184,814	4,523	1,554	2,655,454
	Total	32.89	0.62	0.0149	0.0051	8.69	203,634	4,911	1,683	2,857,473
Inferred	-	-	-	-	-	-	-	-	-	-
* Differences may occur in totals due to rounding.

 

Ore Class	Weathering grade	Mass (Mt)	Grade (%)				Material Content (tonnes)
			V2O5	Mo	U	C	V2O5	Mo	U	C
Probable Reserve	All Material Types	30.93	0.59	0.0143	0.0049	8.35	181,781	4,421	1,520	2,528,596

* The Balasausqandiq Ore Reserve Statement has its effective date as 30 September 2025, and is reported at a cut-off grade   of 0.29% V₂O₅ Eq within an optimal pit shell.

 

The Reporting Standard adopted for reporting of the Mineral Resource and Ore Reserve Statements for the Project is that defined by the terms and definitions given in "The 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia" (the "JORC Code (2012)").

The JORC Code (2012) has been aligned with the Committee for Mineral Reserves International Reporting Standards ("CRIRSCO") reporting template.

 

Mining

The Balasausqandiq mine will comprise a conventional drill and blast, truck and shovel open pit operation, with waste rock dumps located externally to the pit. The open pit operation is planned to deliver 30.9 million tonnes ("Mt") of ore from 167.7 Mt total material mined, over a mine life of 20 years, with an average strip ratio of 4.4 tonnes of waste per tonne of ore, with average grades of 0.59% V₂O₅, 8.35% carbon, 0.005% uranium and 0.014% molybdenum.

 

Metallurgy

The Feasibility Study test work programme was designed to independently verify the processes developed by the Group for the efficient extraction of vanadium, molybdenum, uranium and carbon products from the Balasausqandiq black shale ore. The bulk and variability testing programme at SGS used ore samples representative of the Balasausqandiq mineralisation selected by Group geologists and Tetra Tech. The tests completed on crushing, grinding, leaching, impurity removal, product purification, carbon, solid liquid separation and tailings management provided SRK and Tetra Tech validated measurements to support performance parameters, equipment selection and financial metrics. Additional process improvement opportunities have been identified during the Feasibility Study that will be considered and incorporated during the following detailed design phase.

 

Carbon

The ore at Balasausqandiq contains around 8.35% carbon which flows through to the tailings from the vanadium extraction process. Test work carried out by SGS indicated that the carbon level in these tailings can be concentrated to 40% carbon with a recovery of 72%. Further test work carried out by specialist rubber testing consultants indicated that this material can be used as a reinforcing filler in partial replacement for carbon black in making rubber. When used in tyre sidewalls (a major use of carbon black) the tyre performance was not materially different from tyres with the reinforcing filler made wholly from carbon black. The Feasibility Study indicates that annual production of this CBS product, following commissioning of the main plant, will be around 247,000 tonnes.  The Feasibility Study did not include the newly developed second CBS product discussed as a potential value enhancement above, which provides very significant upside potential.

 

Vanadium for electrolyte for the vanadium redox flow battery market

At the existing process plant, the Company has successfully tested the production of high purity V₂O₅, as well as vanadium trioxide suitable for making battery electrolyte, and the electrolyte itself. The Feasibility Study envisages the sale of V₂O₅ flake, suitable for the steel industry, but it is recognised that as the market for vanadium redox flow batteries ("VRFBs") develops, an increasing proportion of the market will include these other vanadium oxides, or the electrolyte itself. The necessary small changes to the plant can be made either at a later date or during the engineering phase prior to construction.

Currently, high purity vanadium is used for battery electrolyte, chemical, aerospace and military purposes and sells for a premium price. This potential benefit has not been incorporated into the financial model for the Feasibility Study.

 

Markets

Vanadium

The Company commissioned CRU International Limited ("CRU") to assess the available markets and pricing for standard grade V₂O₅ and to take account of the geography and logistics costs.

CRU advised that a deficit of supply is likely to emerge from 2029 onwards, with use of V₂O₅ in long term energy storage batteries rising rapidly to account for some 76% of annual V₂O₅ demand by 2040. Indeed, CRU foresee a deficit of some 171,000 tonnes of V2O5 per annum arising by 2035, which is larger than the entire market in 2024.

Subsequent to the Feasibility Study, CRU have forecast that the market deficit might arise earlier than previously expected, with a deficit arising as early as the end of 2026. This updated forecast has not been reflected in the Feasibility Study results.

Bearing in mind logistics for different locations of customers, CRU forecast net-back prices at factory gate for the Company of:

	Net-back
Year	Per lb V2O5
	US$ 2025 real
2028	8.02
2029	8.67
2030	9.05
2031	9.43
2032	9.81
2033	10.19
2034	10.60
2035	10.60
2036	10.60
2037 onwards	10.59

 

CBS

Global market consultants, Smithers Information Limited ("Smithers") advised that, based on the results of technical tests on rubber made from CBS, and by comparison with other reinforcing fillers on the market, the material can be sold for US$500 per tonne in the tyre market and up to US$600 per tonne in the non-tyre market. The Company has utilised a price assumption of US$500 per tonne in the Feasibility Study. Achievement of the higher US$600 per tonne pricing would further increase the Project's forecast EBITDA by US$24.7m per annum, solely from the Company's 247,000 tonnes of initial CBS production. Further value may be derived from the saving to customers of emissions tariffs owing to the much lower CO₂ embedded emissions of CBS compared with carbon black.

 

Environment

Vanadium

When vanadium is used as an alloy, the additional strength and performance of the resulting steel significantly reduces the quantities of steel required. Steel production accounts, very broadly, for around 10% of world CO₂ emissions, so increasing use of high quality vanadium containing steels can play a significant role in minimising this source of global warming.

VRFBs are the leading technology for large scale, long duration, energy storage batteries which are increasingly needed as the use of intermittent renewable energy sources makes up an increasing proportion of energy generation. The increase in demand for vanadium for this purpose is expected by CRU to lead to a shortage of vanadium, starting in 2029. Balasausqandiq is, therefore, essential to the world's move to renewable energy and the mitigation of global warming.

 

CBS

Production of carbon black from current industrial manufacturers is a highly polluting process, involving the combustion of heavy hydrocarbons in an oxygen depleted atmosphere, resulting in CO₂ emissions of between 2 to 3 tonnes per tonne of product, as well as other harmful polluting off-gases. However, the Company's CBS products would be produced from the wastes from mining and processing of vanadium ores, resulting in no additional emissions being generated. Subsequent milling, drying, bagging and transport are expected to amount to less than 0.25 tonnes of CO₂ emissions per tonne of CBS product. The net benefit of the Company's CBS product versus conventional carbon black products, would thus provide a forecast reduction in emissions of approximately 90%.

 

Compliance with global standards

The Company's environmental consultants have undertaken numerous baseline studies and other reviews taking into account the requirements of the various environmental, social and governance ("ESG") based standards including the Equator Principles and the IFC's Performance Standards. No issues have been identified that would prevent the Project from progressing.

 

Feasibility Study service providers

The Feasibility Study service providers were SRK holding overall responsibility for the Feasibility Study, Tetra Tech for metallurgy and process plant design, SGS for laboratory test work, CRU providing V₂O₅ price forecasting and vanadium market insight and Smithers who carried out the technical and marketing reports on the CBS.

 

Future phases

Phase 1 is based only on OB1, the first ore-body out of seven within the Group's licence area for which there is geological evidence. Of the remaining six ore-bodies, OB2,3&4 have been explored and full assay and mineral resource estimates will be published in due course. However, preliminary analysis, based on semi-quantitative x-ray fluorescence of OB2,3&4, indicates that there will be ample resource to consider an additional Phase 2 operation at a scale of around three times larger than Phase 1 with a similarly long mine life. No study has yet been made but the ore is known to be very similar and mining and metallurgical processes are also expected to be similar allowing further upside. The remaining ore-bodies have not been explored but will remain for further future development.

 

Operational Review

 

The existing process plant continues to operate primarily as an R&D centre but also recycles concentrates to recover vanadium, molybdenum and nickel on an opportunistic basis.

 

Production

During the year, production of V₂O₅ (mainly as AMV) and molybdenum (in ferro-molybdenum) amounted to 316.8 tonnes (2024: 300.9 tonnes) and 47.7 tonnes (2024: 34.9 tonnes), respectively.

 

Quarter	Production of Vanadium pentoxide (tonnes)	Growth vs last year	Production of Molybdenum (tonnes)	Growth vs last year
Q1	76.5	-6.3%	17.0	+139.4%
Q2	74.5	-15.0%	10.8	+56.5%
Q3	100.0	+91.2&	13.9	+95.8%
Q4	65.8	-17.1%	5.9	-57.2%
2025 total	316.8	+5.2%	47.6	+36.4%

 

During the year, the plant also produced a concentrate from the nickel-rich residues produced from the vanadium and molybdenum extraction process. Whilst some sales were made, most of this material has been stockpiled awaiting treatment on site. An internal concept study has been carried out for the installation of an electric arc furnace and associated equipment to treat this material to produce ferro-nickel.

Product prices (mid-market, as published) for V₂O₅ and ferro-molybdenum have broadly remained stable during the year as shown in the table below: 

	Start of 2025	Average for the year	End of 2025	Current (24 April 2026)
Vanadium pentoxide (US$/lb)	5.37	5.20	5.8	6.11
Ferro-molybdenum (US$/kg of Mo)	49.8	51.9	52.4	65.1

 

 

Research and Development

Vanadium electrolyte

During 2025, the Group successfully developed and tested the technology for the production of vanadium mixed oxides for the purpose of the production of vanadium electrolyte for battery energy storage. The technological process has been defined and sample products have been made. Following this project, the Group is planning to participate in a new Kazakhstan Science Fund project which is aiming to produce a 25 kW VRFB by supplying high purity V₂O₅ or vanadium trioxide for the purpose of producing the vanadium electrolyte. Although the Feasibility Study envisages the production of V₂O₅ flake, suitable for use in the steel industry, this technology is now ready to be incorporated into the development plan for the Balasausqandiq project if offtake for electrolyte purposes is secured.

CBS

The Group is continuing to develop the new form of CBS (low-carbon concentrate) noted above. The results of laboratory testing, in conjunction with a large potential customer, have shown good results, demonstrating already that this CBS can be successfully partially substituted in a standard rubber tyre sidewall mix. The Group has prepared five tonnes of this CBS concentrate for industrial testing by the customer which is now underway. In cooperation with this customer, the Group has commissioned further research aimed at increasing the potential substitution levels even further.

Ferro-nickel

The Group has continued to explore means of monetising the nickel-rich residues from the vanadium and molybdenum extraction process. Although some sales of this material have been made, the profitability has been low as a result of high transport costs. Most of the production has, therefore, been stockpiled, amounting now to some 5,000 tonnes of concentrate grading at around 6% nickel content. The treatment of this free resource on site would, therefore, be highly profitable. A treatment process has been prepared and proven on both a laboratory scale and with industrial testing, and an internal concept study has been prepared for the production of ferro-nickel in an electric arc furnace. This is a low-cost project and discussions are ongoing with potential customers to provide prepayment sufficient to cover the cost of construction. The electric arc furnace will be available after the start of the Balasausqandiq project for the production of ferro-vanadium if this is the form of vanadium that offtakers would prefer.

Ferro-tungsten

At the end of 2025 the Group developed and tested a technological process for the production of ferro-tungsten from tungsten concentrate. The technological process was successful and in 2026 the Group is planning to negotiate the sourcing of tungsten concentrates with a view to starting production if sufficiently attractive terms can be agreed.

Roasting process

The Group has been working on a new process to improve the current roasting process at the existing plant. The new technology increases output by around 30% and lowers the consumption of gas. This process was introduced during April 2026 with good results.

Financial Review

 

Earnings

The Group reported revenues of US$4.5m for the year compared to US$4.7m in 2024, reflecting ongoing research and development activities of the Group in addition to the opportunistic processing of concentrates when available.

 

US$'000	2025	2024
Revenue from shipments recorded at the price at time of dispatch	4,524	4,722
Adjustments to revenue after final price determination and fair value changes	7	16
Total revenue	4,531	4,738

 

Revenue is recognised at the time of transfer of control of the Group's products to the customer but, as is common in the industry, the final pricing determination may be based on assay and prices after arrival of the goods at the final port of destination, particularly with respect to the sale of V₂O₅ products. The adjustments to revenue reflect these final pricing determinations which occur after the relevant revenue is initially recognised.

Cost of sales decreased to US$6.3m from US$7.6m in 2024, driven by reductions in the costs of raw materials processed, wages and general operating costs at the existing plant. The largest part of the cost of sales is the purchase of raw materials, the price for which is determined as a percentage of the value of the content of vanadium or molybdenum at the market prices prevailing at the time of purchase.

Administrative expenses of US$3.6m (2024: US$3.0m) have increased by approximately US$0.6m during the year mainly as a result of the costs of the equity fundraisings completed during the year and the cost of financial advisers engaged to identify a further strategic investor for the Company. 

The Group incurred net finance costs during the year of US$2.56m (2024: US$1.98m) almost exclusively comprising of interest payable on the Company's bond financing.

The Group made an overall loss for the year of US$8.42m (2024: loss of US$9.43m).

Cashflow

Net cash outflows from operating activities, after changes in working capital, for the year totalled US$0.9m (2024: US$4.2m) following adjustments for depreciation, amortisation, share based payment expenses and net finance losses. 

Net cash outflows from investing activities totalled US$3.6m (2024: US$2.3m) the majority of which was expenditure of US$3.4m (2024: US$2.1m) on the Phase 1 feasibility study capitalised as an exploration and evaluation asset (see Note 13).

Net cash inflows from financing activities for the year were US$2.3m (2024: US$8.4m), representing the proceeds of four equity issues completed during the year totalling US$4.4 (2024: nil) net of interest payable to the Company's bondholders of US$2.12m (2024: US$1.04m).

The Group held cash of US$1.68m at 31 December 2025 (2024: US$3.78m).

Balance sheet review

Total non-current assets increased to US$14.1m from US$12.5m principally due to the continued capitalisation of the Group's feasibility study costs incurred during the year as an exploration and evaluation asset (including the transfer of prepayments previously made on account to the lead feasibility study consultants).

Current assets decreased from US$6.7m to US$5.2m, driven mainly by a US$2.1m decrease in cash and cash equivalents held by the Group at the year end offset by an US$0.54m increase in raw materials held in year end inventories.

Total non-current liabilities decreased by approximately US$12.1m during the year as a result of the reclassification of the Company's liabilities under the Kazakh bond programme ("the Bond Programme") from non-current to current given the maturity during 2026 of the majority of the tranches of bonds historically issued by the Company.

Current liabilities at the year end were US$17.0m (2024: US$2.4m) representing the reclassification noted above.

Corporate

During the year the Company completed a number of equity placings that resulted in the issue of 75,907,391 shares and a gross cash benefit to the Company of US$6,142,125 (comprised of a combination of cash receipts and suppliers / certain directors accepting Company shares in lieu of cash for balances owed).  

Key performance indicators

The Group is in a period of development and its current operations, the processing of bought-in secondary vanadium-containing materials for extraction of vanadium and other metals and corresponding R&D, are relatively small in comparison with the main objective of the Group to develop the Balasausqandiq deposit and processing facility. Moreover, the current operations are themselves undergoing a significant change which means that operations are not in a steady state capable of meaningful inter-period comparisons. The board of directors ("the Directors" or "the Board") are, therefore, of the opinion that key performance indicators may be misleading if not considered in the context of the development of the operation as a whole for which the information for shareholders is better given in a descriptive manner than in tabular form.

 

Sustainability Review

 

Our approach

The Company aims to maximise value for its investors and all stakeholders from the responsible, efficient, and low-cost production of vanadium and other commodities from the Balasausqandiq deposit. We seek to re-use or recycle wherever possible and to minimise the environmental and social impacts of our operations whilst ensuring the health and wellbeing of the Group's workforce.

Balasausqandiq is a unique vanadium deposit which also contains valuable components of carbon, uranium and molybdenum. Vanadium and the other products to be recovered from the Balasausqandiq ore will play an important role in the world's transition to clean energy and a more sustainable future.

Development of appropriate frameworks

We have sought to minimise our environmental impacts whilst ensuring that all employees can work safely, avoiding accidents and reducing the risk of long-term health hazards. We aim to comply with all applicable laws, report accurately where required, and implement appropriate governance standards.

As the Group grows to become a producer of critical commodities, it will develop a comprehensive approach to address environmental, social, health and safety issues within an appropriate governance framework. Such an approach will recognise the requirements of all key stakeholders, including local communities, governments, employees, and investors as well as customers.

To this end, the Company has appointed independent consultants to undertake an analysis of our existing principles, controls, procedures, and performance metrics by comparison to the standards they believe are reasonably applicable to the Company and its lenders and investors, in particular, the Equator Principles and the IFC Performance Standards. Following their initial report, their conclusions and recommendations have been included within the Feasibility Study.

Minimising impacts from production

We believe that any adverse environmental impact of the future operations at Balasausqandiq will likely be significantly below those of our peer group. We believe this can be a source of competitive differentiation for the Company amongst customers who are increasingly reviewing supply chain ESG performance when sourcing vital materials.

Most of the world's vanadium is made from titano-vanadiferous magnetite ("TVM"). The primary production of vanadium from TVM ore requires pre-concentration and then roasting at approximately 1,100 degrees C to convert the vanadium into a soluble form to enable recovery. Roasting alone accounts for over 40% of the energy used by one major primary producer using TVM ore. At Balasausqandiq, the ore is different, and the proposed process does not require pre-concentration or roasting, significantly reducing CO₂ emissions.

The proposed production process at Balasausqandiq involves leaching in sulphuric acid which we expect to make by processing the sulphur that is currently removed as an impurity from oil and gas production in Kazakhstan. The process, which produces no CO₂, is exothermic and requires no significant energy input. The waste heat produced will be used to make steam for the hydrometallurgical process, further reducing energy requirements and CO₂ emissions.

The production of carbon from the Balasausqandiq ore for use as carbon black in making rubber is also much more energy efficient than competitive processes.  Carbon black is usually made by the incomplete combustion of hydrocarbons, where only some 40% of the original hydrocarbon input is recovered. The carbon from Balasausqandiq is naturally occurring and avoids this combustion of hydrocarbons and the associated emissions of CO₂.

Social

The Group's operations utilise land which is unsuitable for agricultural use and the nearest human habitation is 16 kilometres away in the village of Aksumbe. Save for some unbounded grazing, there are no competing land uses or requirement to re-locate communities as we develop operations. The social impact of the operations will, therefore, be limited. The limited requirement for additional infrastructure further reduces the impact on the local population.

Economic impact on the local community

Nearly all the Group's employees are Kazakhstan nationals, and, with the exception of specialists, most are hired from the local villages and the nearby town of Shieli. The Group currently employs an operating and management team of over 200 employees. As the Group grows, it will enhance and develop its employment policies and procedures.

The Group pays salary taxes for employees including income tax, social security tax and pension contributions, VAT on purchases and, in due course, will pay corporation tax and withholding taxes. In addition, under the terms of the Subsoil Use Agreement for the Balasausqandiq deposit, the operating company is required, during the period of mining and based on the subsoil activity, to pay:

·    1% of annual investment on education in Kazakhstan;

·    1.5% of annual investment on local development and infrastructure; and

·    1% of annual profits on research and development.

In addition, the Group has signed an agreement with the Satbayev University where selected post graduate students will be given technical work experience opportunities with respect to the Group's operations.

Mine closure

The Company has prepared an environmental study in full compliance with the laws of Kazakhstan and also aims to meet international standards. As part of this study, a mine closure plan has been prepared and the Company is required to contribute 1% of annual mining costs to a mine closure fund to ensure that funds are available when the time comes. The Company will aim to back-fill the open pit with waste rock from mining and contour surplus waste as mining progresses.

Water

Water is almost fully recycled and no discharges are made from the site.  In 2025 water consumption was 17,807 m³ (2024: 21,519 m³).

 

A hydrogeological study has been carried out to assess the availability and sufficiency of water for processing and human needs. Water is currently drawn using natural pressure from a borehole. Currently, no water is discharged from operations, although there are losses from evaporation.  The Group already recycles as much water as possible and plans to do the same for the Balasausqandiq project. Water for the main project will be drawn from a bore-hole some 20 km from the operating site and transported along a pipeline. The Balasausqandiq project process has been designed to operate on a low liquid: solid ratio to minimise water usage and associated reagent use.

Performance indicators

Health and safety

During the year, the Group had no reported health and safety incidents that led to time lost, staff requiring medical treatment or hospitalisation and no fatalities (2024: nil).

Energy and emissions

The table below discloses the Group's greenhouse gas emissions for 2025, including both emissions resulting from activities for which the Group is responsible e.g. the combustion of fuel (Scope 1 emissions) and emissions resulting from the purchase of electricity, heat or steam cooling by the Group for its own use (Scope 2 emissions).

All of the Group's emissions have been generated outside the United Kingdom and offshore area.

 

Scope 1 (energy generated on site)		2025				2024
Process plant	KwH		CO2e (tonnes)		KwH		CO2e (tonnes)
Coal for heating/steam	1,404,375		476		3,078,125		1,044
Diesel for roasting	36,960		10		239,121		64
Liquid gas for roasting	8,970,000		2,039		9,155,951		1,789
Other
Coal for heating	517,500		176		1,197,500		406
Diesel (vehicles)	152,292		40		233,308		20
Petrol (vehicles)	378,599		94		419,959		105
Total scope 1	11,459,726		2,835		14,323,964		3,428
Scope 2 (purchased electricity)
Process plant
Whole plant	2,898,368		1,739		3,083,166		*-
Total scope 2	2,898,368		1,739		3,083,166		-
Total scope 1 and scope 2	14,358,094		4,574		17,407,130		**3,428

 

*this information was not available in 2024

** includes Scope 1 only (2024)

Energy consumption

The Group has consumed 14,358,094 KwH (2024: 17,407,130 KwH) of energy during the year.

All of the Groups's energy consumption has taken place outside the United Kingdom and offshore area.

Intensity ratio

The Group will determine a suitable intensity ratio once all relevant data is available.

Energy efficiency

The key energy efficiency adopted by the Group during the year has been to continue to include energy saving initiatives within the Group's processing plant future development planning.

Methodology

The Group has adopted the standard methodology issued by the Kazakhstan Ministry of Ecology.

In disclosing the Group's emissions output and energy consumption during the year, the Company has done so on an equity share approach. Accordingly, given that all of the Company's subsidiary undertakings are wholly owned by the Company, the activities of the entire group are included within the disclosures made.

 

Climate Change Disclosures

 

As a responsible corporate entity operating in the natural resources sector, the Company is committed to the recognition and disclosure of the potential impacts of climate change on the Company's and Group's business activities.

The Company supports the initiatives and recommendations of the Task Force on Climate-related Financial Disclosures ("TCFD") and has taken steps to develop climate-related financial disclosures that it considers are consistent and appropriate with both the recommended disclosures of the TCFD and the current position of the Company. The Company will review future climate change disclosures in light of relevant IFRS issued standards.

The TCFD recommended disclosure framework comprises four broad categories of disclosure (pillars); governance, strategy, risk management and metrics and targets. Within each category of recommended disclosure, the TCFD has identified further specific disclosures that the Company should report on. The Company has reported on this basis below.  

The Company has considered the appropriate level of detail to be included within the various disclosures having regard to the nature and size of the Company's current operations and the planned future operations following the construction of the mine processing facilities at the Balasausqandiq deposit.

The conclusion is that the majority of the specific disclosures sought by the TCFD recommendations in the context of the current operation, the purchase and treatment of vanadium-containing concentrates and research and development activities, are unlikely to be either useful or meaningful to the reader of these financial statements but that the disclosures will have far more relevance and applicability following the commissioning of the main Balasausqandiq mine processing facilities.

Accordingly, the disclosures noted below are provided generally in the context of the operation of the bought-in concentrate processing plant in addition to research and development activities and will be expanded to cover the future operations upon construction of the Company's planned mine and associated processing facilities.

The disclosures made below are consistent with the TCFD recommendations and recommended disclosures.

 

Governance

1.    Oversight of climate-related risks and opportunities

 

The Board is ultimately responsible for the oversight of the risks and opportunities that are presented by the potential effects of climate change on the Company's business activities. The Company's executive directors maintain day-to-day responsibility for the recognition and effect of climate change on the Company's operations.

 

In advance of the start of mining operations, the Company has constituted a sustainability committee, comprising the chairman, the chief executive officer and a non-executive director, that will guide and support the actions of the Board with respect to climate-related matters.

 

2.    Assessment and management of climate-related risks

 

The Board in conjunction with the sustainability committee will consider and set appropriate Company policies that will govern how the Company's management will assess and manage climate-related risks and opportunities in advance of the commissioning of the mine.

The Company's executive directors and Group managers will be responsible for the implementation and monitoring of the policies set.

The management of the current operation is responsible for assessing and managing climate-related risks and opportunities at the existing plant.

 

Risk Management

3.    Identification and assessment of climate-related risks

 

With respect to the existing operation, the identification and assessment of climate-related risks and opportunities is carried out by management on an ad-hoc basis. 

 

Once the environmental and social impact assessment ("ESIA") with respect to the Feasibility Study is completed, that document will identify and assess the climate-related risks of the main mining project and how those risks can be managed and mitigated. 

 

4.    Processes adopted for managing climate-related risks

 

With respect to the bought-in concentrate processing plant, no specific climate change risks have been identified. The availability of concentrates is expected to increase in the coming years as international regulations prohibiting the burning of low-grade fossil fuels are implemented, requiring more use of vanadium-containing catalysts for the refining of oil that comprise the largest part of the Group's existing plant feed-stock. If a climate-related risk is identified and assessed as likely to have an impact on the operations of the plant, the plant's management will implement measures to manage the impact.

 

In conjunction with the ESIA, an environmental and social management system ("ESMS") will be designed and developed and adopted in full once the Balasausqandiq mine has been commissioned. The ESMS will identify the relevant processes for the management of climate-related risks arising from the operation of the mine.

 

5.    Integration of climate-related risk management into the organisation's overall risk management

 

The ESIA noted above is an integral element of the Balasausqandiq project. Accordingly, the foreseen climate-related risks of the project (and the management / mitigation of same) will be incorporated into the Company's overall risk management by virtue of the adoption of the monitoring systems and controls recommended by the ESIA and ESMS.

 

Strategy

6.    Climate-related risks and opportunities

 

Opportunities

 

1.    Vanadium

 

The main climate-related opportunity presented to the Company is the predicted expansion of the global vanadium market as a result of the transition to a lower-carbon world economy.

The demand for vanadium is expected to be driven by two factors - growth of long-term energy storage solutions that use vanadium as a key component and an increased use of vanadium in steel making, a high carbon dioxide emitting industry, where vanadium as an alloy material can improve the strength of steel and consequently reduce the quantity of steel needed.

 

2.    Carbon

 

A secondary climate-related opportunity for the Company is the carbon material found within the ore of the Balasausqandiq deposit.

 

The Company's expectation is that the carbon within the ore, once extracted, will be capable of substituting for certain grades of carbon black used within industries such as car tyre manufacturing.   

 

Carbon black is usually produced by the incomplete combustion of hydrocarbons in specific atmospheric conditions and typically generates significant levels of carbon dioxide during production. The carbon in the Company's ore can be recovered with relatively low-level emissions which are mostly necessary for the extraction of the principal vanadium product. Car tyre manufacturers will, therefore, be able to cut their supplier-related emissions by the use of this product.

 

Risks

 

The climate-related risks of the project will be identified and evaluated by the Company's ESIA in due course. No significant climate-change risks to the current operation have been identified.

 

7.    Impact of climate-related risks and opportunities on business, strategy and financial planning

 

Climate-related risks and opportunities do not materially impact on the business, strategy and financial planning for the existing plant given the relatively small size of the operation.

 

The impact on the Balasausqandiq deposit mining operations will be considered by the Company's ESIA.

 

8.    Resilience of the organisation's strategy with respect to climate-related scenarios

 

With respect to the bought-in concentrate processing plant and R&D centre, the plant's management have not identified any particular climate-related scenarios that would likely have a significant impact on its ongoing operations. The plant already operates in an environment that is subject to extreme weather conditions and is, therefore, considered to have a strong resilience to existing and future climate-related scenarios. 

 

The resilience to climate-related scenarios for the Balasausqandiq mining operations will be identified and evaluated during the construction and commissioning of the mine. 

 

Metrics and Targets

9.    Climate related risk / opportunity metrics

Given the small-scale nature of the bought-in concentrate processing plant and R&D centre, the Company will develop metrics to assess climate-related risks and opportunities in line with its strategy and risk management processes once the Balasausqandiq mining operation has been commissioned.

10.  Energy and emissions

 

Relevant emissions statistics are disclosed within the Sustainability Review on page 12.

 

11.  Climate-related risk / opportunity performance targets

 

Given the small-scale nature of the bought-in concentrate processing plant and R&D centre, the Company will develop performance targets to manage climate-related risks and opportunities in line with its strategy and risk management processes once the Balasausqandiq mining operation has been commissioned.

 

Alignment Status

The following table provides a summary of the Group's current alignment with the TCFD recommendations:

TCFD pillar	Recommended disclosure	Current status	Alignment
Governance	Oversight of climate-related risks and opportunities     Assessment and management of climate-related risks	Oversight provided by the board of directors. Sustainability committee formed.       Current operations: climate-related risks assessed and managed by incumbent management team. Main mine climate-related risks to be determined by the board of directors following mine commissioning.	Comply         Partial
Risk management	Identification and assessment of climate-related risks         Processes adopted for managing climate-related risks     Integration of climate-related risk management into the organisation's overall risk management	Identification and assessment of climate-related risks for current operations completed by incumbent management. Identification and assessment of climate-related risks for the main mine to be captured by the ESIA.   On an ad-hoc basis by the incumbent management team with respect to current operations. ESMS being developed for the  main mine for adoption on commissioning of the main mine.   Integration to occur following the adoption of the ESIA and ESMS.	Partial             Partial         Planned
Strategy	Climate-related risks and opportunities   Impact of climate-related risks and opportunities on business, strategy and financial planning   Resilience of the organisation's strategy with respect to climate-related scenarios	Identified and considered above.       No material impact on current operations. Impact on the main mine to be considered by the ESIA.   No climate-related scenarios identified with respect to current operations. Resilience of the strategy with respect to climate-related scenarios for the main mine will be tested following construction and commissioning.	Comply       Partial         Partial
Metrics and targets	Climate related risk / opportunity metrics   Energy and emissions   Climate-related risk / opportunity performance targets	To be adopted following the commissioning of the main mine.     Disclosure with respect to current operations completed.   To be adopted following the commissioning of the main mine.	Planned     Comply     Planned

 

Principal Risks and Uncertainties

Description of principal risks, uncertainties and how they are managed

(a)  Balasausqandiq project:

The Project is primarily dependent on long-term vanadium prices.

The Project is also dependent on raising finance to meet projected capital costs (see below) and the successful construction and commissioning of the Project's proposed mine processing facilities. It is not unusual for new mining projects to experience unforeseen problems, incur unexpected costs and be exposed to delays during construction, commissioning, and initial production, all of which could have a material adverse effect on the Company's operations and financial position. The Company has taken steps to mitigate such potential adverse effects by engaging globally recognised engineers and consultants to assist with the development and design of the key elements of the Project in addition to the Group's own highly qualified workforce.  

(b)  Geopolitical situation:

 

While the ongoing invasion of Ukraine by Russia is not directly impacting the Group, the Directors remain vigilant of the situation. The continued main risk of the conflict is to the Group's transport routes, many of which involve transit through Russia. Whilst these are currently operating without issue, sanctions have been made against Russian and Belarusian vehicles transiting through Europe (but not against vehicles registered in other jurisdictions in the region such as Kazakhstan). There is a risk that further sanctions might prevent transit through Russia into Latvia, through which the majority of the Company's exports flow. The Company continues to review alternative transit routes for raw material imports and product exports through the West of Kazakhstan, either via the Caspian Sea or overland south of the Caspian Sea.  Routes to China are working normally.

With respect to the global sanctions imposed on certain Russian entities and individuals, the Group monitors the implications of those sanctions on the Group's trading activities on an ongoing basis.

 

The Company has not yet identified any risks applicable to the Group due to the ongoing conflict in the Middle East but will continue to monitor the situation.

(c)   Financing risk:

 

The Balasausqandiq project will require substantial funds to be raised in debt and equity which will be dependent upon market conditions at the time.

In March 2021 the Company signed an investment agreement with Vision Blue Resources Ltd ("Vision Blue"). Under the terms of this agreement and in addition to Vision Blue's participation in various secondary equity fundraises completed by the Company, investments totalling US$16m have been made by Vision Blue. Vision Blue holds options to subscribe up to US$30m at pre-agreed prices to partially finance the construction of the project.

The favourable financial and other characteristics of the Feasibility Study give the Directors confidence that the outcome of project will be successful.

(d)  Climate change risk:

 

Refer to the Sustainability Review on page 12 and the Climate Change Disclosures on page 16.

(e)  Risks associated with the developing nature of the Kazakh economy:

According to the World Bank, Kazakhstan has transitioned from lower-middle-income to upper-middle-income status in less than two decades. Kazakhstan's regulatory environment has similarly developed and the Company believes that the period of rapid change and high risk is coming to an end.  Nevertheless, the economic and social regulatory environment continues to develop and there remain some areas where regulatory risk is greater than in developed economies. The Company mitigates this risk by monitoring developments in these regulatory environments on a regular basis and taking relevant actions where required.

(f)   Commodity price risk:

As already noted above, the success of the Company is dependent upon the long-term prices of the products to be produced by the planned mine processing facilities. As a result of there being no formally established trading markets for the Company's principal products from the Project, there is a risk that price fluctuations and volatility for these products may have an adverse impact on the Company's future financial performance. The Company will mitigate this risk by regularly reviewing third party commodity pricing forecasts and considering hedging opportunities, as appropriate. 

(g)  Key personnel risk:

The Group is dependent upon its executive management team. Whilst it has entered into contractual agreements at market rates with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future financial performance. The Company mitigates this risk by regularly reviewing and revising, where necessary, executive management remuneration and incentivisation packages against market rates and by maintaining an open dialogue on key personnel matters.

 

(h)  Foreign currency risk:

Fluctuations in currency exchange rates, principally between the US Dollar and Kazakhstan Tenge could adversely impact the Group's future earnings and cash flows. The Company mitigates this risk by maintaining appropriate internal foreign exchange rate policies.

 

GOVERNANCE

Governance statement

 

General

As a result of the ordinary shares of the Company being classified on the Official List of the London Stock Exchange as Equity Shares (Transition), the requirements of the UK Corporate Governance Code, published by the Financial Reporting Council, do not apply to the Company. The Guernsey Finance Sector Code of Corporate Governance does not apply to the Company since the Company is not regulated by the Guernsey Financial Services Commission. However, the Board recognises the importance of good corporate governance and has implemented recognised corporate governance practices as far as is considered appropriate by the Board whilst considering the size and nature of the business.

The Board is responsible for the overall corporate governance of the consolidated Group, guiding and monitoring the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

Composition of the Board

Having regard to the Company's stage of development, the Directors believe that the size of the current board comprising seven directors, three of whom are executive and four are non-executive, is appropriate.  The Directors intend that there will always be at least as many non-executive directors as there are executive directors.

Board committees

Audit

The Company has created an audit committee that is responsible for considering all financial reporting matters and ensuring that they are properly reported and monitored.  It is also responsible for the review and assessment of the independence of the external auditors and approval of any non-audit services, review of the external audit strategy and findings, assessment of whether an internal audit function is necessary considering the activities and size of the business and oversight of significant financial reporting matters. The committee is chaired by James Turian and Christopher Thomas is a member. Mr Turian has a background in accounting, trust and management and is a director of a firm of accountants in Guernsey which the Board considers to be recent and relevant experience to carry out his responsibilities as chairman.

Remuneration

The Company has also created a remuneration committee to consider all matters related to salary and benefits of senior staff and executive directors. The remuneration of non-executive directors is a matter for the Board as a whole. No director will take part in discussions concerning his own remuneration package. Mr Thomas is the chairman of the committee and Mr Turian is a member.

Nomination

The Directors are of the opinion that due to the nature and size of the Company and its current Board, the functions often carried out by a nomination committee can be more successfully conducted by the full board of directors and so no such committee has been created.

Sustainability

The Company has constituted a sustainability committee comprising the chairman, the chief executive officer and a non-executive director that will guide and support the actions of the Board with respect to sustainability related matters, particularly once construction of the mine has commenced.

Code of conduct

The goal of establishing the Company as a significant mining and processing company is underpinned by its core values of honesty, integrity, common sense and respect for people.  The Company desires to be a good corporate citizen in all the jurisdictions within which it operates, and to appropriately balance, protect and preserve all stakeholders' interests.  In particular, the Company gives paramount concern to the safety of its employees and the maintenance of high environmental standards.

Shareholder communication

The Board aims to ensure that shareholders and investors have equal access to Company information.

The Company aims to promote effective communication with shareholders and encourage effective participation at general meetings through a policy of open disclosure to shareholders, regulatory authorities and the broader community of all material information with respect to the Company's affairs.

Internal control and risk management systems

The Company's accounting and finance team is relatively small and subject to close control by the executive directors. For this reason, the audit committee and the Board are of the opinion that it is not yet appropriate for there to be a separate internal control department or internal audit function but has implemented various procedures and internal controls to provide assurance to the Directors that accounting and financial risks are adequately controlled.

These include:

·    The preparation and regular updating of cash flow forecasts, changes to which are closely monitored by the executive directors who discuss necessary changes on an almost daily basis;

·    Significant contracts require approval by the Directors and approval must follow a specified approval processes; and

·    All Group payments must be authorised by a director and payments by the Company require two directors' signatures on all payments over US$10,000.

 

Board of Directors

 

Sir Mick Davis, Non-executive Chairman

Sir Mick Davis holds a number of directorships at private companies and is a highly successful mining executive accredited with building Xstrata plc into one of the largest mining companies in the world prior to its acquisition by Glencore plc. Before listing Xstrata on the LSE as CEO he was CFO of Billiton plc and Chairman of Billiton Coal which he joined from the position of Eskom CFO.

During his career in mining he has raised almost US$40bn from global capital markets and successfully completed over US$120bn of corporate transactions, including the creation of the Ingwe Coal Corporation in South Africa; the listing of Billiton on the LSE; the merger of BHP and Billiton; as well as numerous transactions at Xstrata culminating in the sale to Glencore plc.

Sir Mick Davis is a Chartered Accountant by profession, and holds an honours degree in Commerce from Rhodes University, South Africa and an Honorary Doctorate from Bar Ilan University, Israel.

 

Nicholas Bridgen, Chief Executive Officer

Nick started his career in 1975 as a Chartered Accountant at Peat Marwick Mitchell & Co (now KPMG). In 1979, he moved to the Rio Tinto Group, becoming senior group accountant in 1981. He then moved to the Business Evaluation Department for the Group in 1985 and was Group Planning Manager for the RTZ Pillar Group which held the engineering, building products and chemical companies. Nick spent 14 years with Rio Tinto. In the mid-1990s, he was finance director at Bakyrchik Gold plc and in 1998, he founded Hambledon Mining plc which acquired the Sekisovskoye gold project, listing the company on AIM and taking the project from exploration, through construction and into a producing mine.

Since 2006, Nick has been a director and more recently, CEO, of Ferro-Alloy Resources Limited. In the role of CEO, Nick is ultimately responsible for all aspects of the Ferro-Alloy Resources Group. He holds a Bachelor's degree with honours from Exeter University, is a Chartered Accountant and has also studied corporate finance at the London Business School. He speaks Russian.

 

Andrey Kuznetsov, Director of Operations

Andrey started his career in 1981 as an industrial engineer at Kirov Engineering Plant in Almaty. After three years he became Chief of the Scientific Department in the Central Committee of Youth (Comsomol). In 1987, Andrey became general director of the Almaty NTTM "Kontakt" centre. In 1995-1996, he was the CEO of the Kazakhstan subsidiary of Alfa-Bank. Andrey has been the general director of Firma Balausa LLC since 2006. He holds a Specialist's degree in electrical engineering from Bauman Moscow State Technical University and a PhD in informal mathematical logic. He has also studied management at Coventry University.

As Director of Operations Andrey is responsible for the management of operations in Kazakhstan and execution of the Company strategy and policies approved by the Board.

 

William Callewaert, Chief Financial Officer

William graduated in 2002 from the University of Durham with an honours degree in Law after which he trained as a Chartered Accountant in audit services with leading tax, accounting and business advisory firm, Blick Rothenberg. Having qualified in 2006, William's career progressed within advisory services at Grant Thornton, KPMG and BDO in both the UK and offshore.

 

William is responsible for the overall management of the Group's finances, future funding requirements and general statutory compliance. William is a fellow of the Institute of Chartered Accountants in England and Wales.

 

Christopher Thomas, Non-executive Director (Chairman of the remuneration committee and member of the audit committee)

Chris has nearly 35 years' experience in the communications industry. He has held various high-level management positions including CEO of Proximity London from 2003 to 2006 - one of the largest direct and digital agencies in London. In 2006, Chris was appointed Chairman & CEO of BBDO and Proximity in Asia, subsequently adding the Middle East and Africa to his responsibilities. He worked with major multinational companies across the growth markets of SE Asia, China, India and Africa. In May 2015, Chris moved to New York to take up the role of CEO of BBDO in the Americas, with responsibility for 21 agencies in the U.S., Canada and Latin America. In February 2019 he stepped down from his Americas role to concentrate on his entrepreneurial interests. He also served as a non-executive director on the board of Hambledon Mining from 2004 to 2011.

Chris is the chairman of the remuneration committee which considers and approves the remuneration of all senior executives including that of the executive directors. He is also a member of the Company's audit committee.

 

Petrus Nienaber, Non-executive Director

Peet has several decades of experience in the mining sector, most notably spending over 24 years with what became Xstrata plc. At Xstrata he was initially Head of Operations, spearheading the earliest days of the company, including its growth to be the largest producer of ferrochrome. Thereafter he spent 10 years as CEO of Xstrata Alloys, one of the largest producers of ferrochrome and a leading producer of vanadium, with some 20,000 people under Peet's leadership. After retiring from the position in 2012, Xstrata Alloys subsequently went on to be acquired by Glencore plc.

Peet began his career as an engineer at Iscor Ltd before spending several years in the ferroalloys industry at Samancor and Anglo American plc.

 

James Turian, Non-executive Director (Chairman of the audit committee and member of the remuneration committee)

James started his career in 1986 and has a background in accounting, trust and management. James has previously been involved with several mining companies in Perth, Australia, including assisting Cooper Energy in their restructuring in the early 2000s. From 2000 to 2011 James owned and operated a trust company in Guernsey which he sold to concentrate on accountancy and currently is a director of "Accounts For You Limited", a Guernsey accountancy firm. He holds several other directorships. James is a Chartered Fellow of the Securities Institute IAQ and is a Fellow of the Institute of Directors.

James is the chairman of the audit committee where he is responsible for chairing the audit committee meetings.

 

Senior Management Team

Andrey Kuznetsov, Deputy Director of Operations

Having graduated from the Saint-Petersburg State University with a Masters in Mathematics and Bachelor in Economics Andrey started his career as a management consultant with boutique consultancy firm, Strategica. Andrey then joined Danish company Dinex, in Russia, as a finance director for two years before moving to Denmark to complete an MBA at the Copenhagen Business School.

Post MBA, Andrey joined Danish company ECCO where he spent almost 8 years in various roles across Denmark, Netherlands and Russia. Andrey's final role at ECCO was General Manager East, where he was responsible for ECCO distribution markets in Russia, Ukraine, Georgia, Moldova and Bulgaria.

Andrey joined the Group in 2019 as the finance director of the Company's Kazakhstan subsidiary, Firma Balausa LLC. In 2022, Andrey was appointed deputy general director of Firma Balausa LLC to support the general director with operations and the Feasibility Study.

 

Directors' Report

The Directors present their report and the audited consolidated financial statements for the year ended 31 December 2025.

General

Ferro-Alloy Resources Limited ("the Company") is registered in Guernsey as a non‐cellular limited company.

The Company's registered office is Maison Allaire, Smith Street, St Peter Port, Guernsey, Channel Islands and the principal place of business of the Group is Kazakhstan.

Principal activity

The Company is the holding company of a group of wholly owned companies which carries on a mining and mineral processing business with operations located at the Balasausqandiq vanadium/polymetallic mineral deposit in the Kyzylordinskaya Oblast in southern Kazakhstan.

Review of business

A review of the business during the year is included within the Operational Review at page 8.

The Group's business and operations and the results thereof are reflected in the attached financial statements.

The principal risks and uncertainties facing the Company are summarised at page 22.

Results and dividend

During the 12 months ended 31 December 2025, the Company reported a loss of US$8.4m (2024: loss of US$9.4m).

No dividends have been declared or paid in respect of the years ending 2025 or 2024.

Share capital and funding

The ordinary shares of the Company were listed on the standard segment of the main market of the London Stock Exchange on 28 March 2019 and, on a fully fungible basis, on the Astana International Stock Exchange on 6 January 2020.

Full details of the Company's share capital, together with details of the movements in the Company's issued share capital during the year, are set out in Note 20 to the consolidated financial statements on page 63.

Directors

The Board is comprised of three executive directors and four non-executive directors.

Current directors

The directors of the Company who held office during the year and to the date of this report are as follows:

Sir Mick Davis

Nicholas Bridgen

Andrey Kuznetsov

William Callewaert

Christopher Thomas

Petrus Nienaber

James Turian

The biographical details of those directors that served during the year are set out at pages 26 to 27.

Election and re-election of directors

In accordance with the Company's Articles of Incorporation, any director who has been appointed by the Board since the date of the previous annual general meeting or who has not previously retired at the two preceding annual general meetings shall stand for election or re-election at the next general meeting. However, for the purposes of good corporate governance, all directors put themselves forward for re-election at each annual general meeting.   

At the Company's annual general meeting held on 14 November 2025, all appointed directors were re-elected to their respective roles.

Attendance at scheduled Company board meetings

 

	Scheduled (5)
Sir Mick Davis	5
Nicholas Bridgen	5
Andrey Kuznetsov	5
William Callewaert	5
Christopher Thomas	5
Petrus Nienaber	5
James Turian	5

 

Remuneration

	Salary/ fees ($'000)		Benefits ($'000)		Pension ($'000)		Bonus/other  ($'000)		Total ($'000)
	2024	2025	2024	2025	2024	2025	2024	2025	2024	2025
Sir Mick Davis	-	-	-	-	-	-	-	-	-	-
Nicholas Bridgen	271	273	47	62	-	-	-	-	318	335
Andrey Kuznetsov	211	197	-	-	-	-	-	-	211	197
William Callewaert	239	273	4	7	-	-	-	-	243	280
Christopher Thomas	48	1 48	-	-	-	-	-	-	48	48
Petrus Nienaber	48	148	-	-	-	-	-	-	48	48
James Turian	48	1 48	-	-	-	-	-	-	48	48
Total	865	887	51	69	-	-	-	-	916	956

¹ remuneration paid to each of these directors was by way of Company shares.  

 

Director's interests in the issued share capital of the Company

The interests of the Directors in the Company's issued share capital at 31 December 2025 and at the date of the signing of this report are as follows:

	29 Apr 2026 Number of Ordinary Shares	29 Apr 2026 % of Share Capital	31 Dec 2025 Number of Ordinary Shares	31 Dec 2025 % of Share Capital	31 Dec 2024 Number of Ordinary Shares	31 Dec 2024 % of Share Capital
Sir Mick Davis	1 -	-	1 -	-	1 -	-
Nicholas Bridgen	62,847,740	10.69	62,847,740	11.24	59,472,133	12.31
Andrey Kuznetsov	71,101,823	12.10	71,101,823	12.72	68,517,333	14.18
Christopher Thomas	2 8,119,610	1.38	2 8,119,610	1.45	2 6,456,845	1.34
James Turian	1,662,765	0.28	1,662,765	0.30	500,000	0.10
Petrus Nienaber	1,193,162	0.20	1,193,162	0.21	-	-

¹ Sir Mick Davis is the Chairman of Vision Blue Resources Limited and the beneficiary of a Trust that is a shareholder in Vision Blue Resources Limited and, therefore, he indirectly has an interest in that company's investment in Ferro-Alloy Resources Limited arising from the investment agreement in place between the two entities.

² including shares of Assiduous Group Limited which holds 7,574,898 (2024: 5,912,133) ordinary shares. Assiduous Group Limited is an investment vehicle in which Christopher Thomas is the sole shareholder and director.      

Substantial Shareholdings

A list of shareholders who beneficially hold more than 5% of the Company's shares at 31 December 2025 is as follows:

Name of shareholder	Number of Ordinary Shares	Percentage of voting rights
Vision Blue Resources Limited	125,805,974	22.50%
Andrey Kuznetsov	71,101,823	12.72%
Nicholas Bridgen	62,847,740	11.24%

Directors' Indemnity Insurance

During the year, Director's and Officer's liability insurance was maintained for the Directors and other officers of the Group.

Political Donations

The Group did not make any political donations during the year.

Electronic Communications

The Directors are responsible for ensuring that the Company's annual report and financial statements are made available on a website. Financial statements are published on the Company's website (www.ferro-alloy.com) in accordance with applicable legislation in Guernsey governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Board Diversity

In accordance with UK Listing Rule 22.3.30, the Company has not met the required targets with respect to board diversity given the Company's stage of development and size. The Directors recognise the importance of diversity in both the workplace and at board level and will take steps towards achieving the requirements of UK Listing Rule 22.3.30.  

Going Concern

The consolidated financial statements have been prepared in accordance with IFRS on a going concern basis.

The operations of the Group are financed from a combination of cash flows generated by the existing operation, bond issues and funds raised from shareholders and strategic investors. In common with many pre-production entities, the Group will need to raise further funds in order to progress from the feasibility study phase into construction and ultimately into production. The Directors consider the ability of the Company to raise further funding to be a material uncertainty.

With respect to the Bond Programme, a number of the tranches previously issued under the programme will come to maturity during 2026 and the Company will need to either fund these redemptions in cash or by alternative non-cash methods. The Directors consider the ability of the Company to fund the upcoming redemptions required by the Bond Programme to be a material uncertainty. Further information on the tranches issued under the Bond Programme is disclosed at Note 21. 

These conditions indicate the existence of a material uncertainty, which may cast doubt over the Group's ability to continue as a going concern, and therefore that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include adjustments that would arise in the event of the Group not being able to continue as a going concern.

Following the publication of the Feasibility Study, the Directors are confident based on their previous experience and success in raising capital that the Company will be able to secure further funding to address the material uncertainties noted above and, therefore, the Company will continue as a going concern for at least the next 12 months. Accordingly, the Directors believe that it is appropriate that the Company adopts the going concern basis of accounting in preparation of these financial statements.

Events Occurring After the Reporting Period

On 10 March 2026, the Company issued 28,621,701 shares raising gross proceeds of £1,574,193.55.

Auditor

Crowe U.K. LLP has expressed its willingness to continue in office as auditor and a resolution to re-appoint Crowe U.K. LLP will be proposed at the Company's forthcoming annual general meeting.

 

Statement as to Disclosure of Information to Auditor

The Directors who were in office at the date of the approval of the consolidated financial statements have confirmed that, as far as they are aware, there is no relevant audit information of which the Company's auditor is unaware and that each director has taken all the steps he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information. 

Approved by the Board of Directors and signed on its behalf

 

William Callewaert                                                                                            

Director           

29 April 2026

 

 

 

Responsibility Statement

Directors' Responsibility Statement

The Companies (Guernsey) Law, 2008 requires the Directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group for that period and of the profit or loss of the Group for that period. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and applicable law.

In preparing those 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

To the best of the Directors' knowledge:

 

a)   the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and applicable law, give a true and fair view of the assets, liabilities, financial position and profit or loss of Ferro-Alloy Resources Limited and the undertakings included in the consolidation as a whole; and

 

b)   the management report includes a fair review of the development and performance of the business and the position of Ferro-Alloy Resources Limited and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

On behalf of the Board of Directors

 

 

                           

William Callewaert                                                                   

Director

29 April 2026

 

 

 

 

Independent Auditor's Report to the MEMBERS of FERRO-ALLOY RESOURCES LIMITED

 

Opinion

We have audited the financial statements of Ferro-Alloy Resources Limited and its subsidiaries (the "Group") for the year ended 31 December 2025 which comprise the consolidated statement of profit or loss or other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity and consolidated statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

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

·    have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;

·    have been prepared in accordance with the requirements of the Companies (Guernsey) Law 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 1(d) in the financial statements, which indicates that the Group will need to refinance its bonds that mature within twelve months of the date of approval of the financial statements. They will also require further funding to continue exploration and evaluation works on the Balasuasqandiq project, and to fund its overheads during the going concern assessment period.

As stated in note 1(d), these events or conditions, along with the other matters as set forth in note 1(d), indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included:

·    Assessing the accuracy of forecasting by comparing previous forecasts with actual results;

·    Assessing the cash flow requirements of the Group over the duration of the going concern period based on budgets and forecasts;

·    Challenging the forecast expenditure that is committed, and that which could be considered discretionary;

·    Discussing with management their plans for refinancing the Group's bonds, and assessing the feasibility of this, including consideration of information provided by the Group's legal advisor;

·    Considering the liquidity of existing assets in the statement of financial position; and

·    Considering the potential downside scenarios and the resultant impact on available funds.

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

 

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be $280,000 (2024: $250,000), based on approximately 1.5% of total assets.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements.  Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We determined performance materiality to be $196,000 (2024: $175,000).

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the Audit Committee to report to it all identified errors in excess of $14,000 (2024: $12,500). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

The Group operates through the Parent Company based in Guernsey whose main function is the incurring of administrative costs and providing funding to the operating entities in Kazakhstan. In addition to the Parent Company, the subsidiary Firma Balausa LLC was considered to be a significant component.

In establishing our overall approach to the Group audit, we determined the type of work that needed to be performed in respect of each component. A full scope audit of both the Parent Company and Firma Balausa LLC subsidiary was carried out principally in Kazakhstan by a component auditor, at the direction of instructions provided by the Group auditor. The consolidation was audited by the Group auditor. The remaining components of the Group were considered non-significant and these components were subject to analytical procedures performed by the Group auditor.

Our involvement with component auditors

In respect of the work performed by the component auditor, we determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the consolidated financial statements as a whole. Our involvement with the component auditor included the following:

·    Detailed group instructions were sent to the component auditor, which included the significant areas to be covered by the audit (including areas that were deemed to be key audit matters as detailed below), the level of component materiality, and set out the information required to be reported on to the Group auditor;

·    The Group auditor reviewed the component auditor's working papers at their offices in Kazakhstan and held regular calls with the component auditor throughout the engagement;

·    We held calls and meetings with Group and component management to discuss accounting and audit matters arising.

 

Members of the Group audit team visited Kazakhstan to meet with local management and substantiate information and explanations provided during the audit work.

 

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We identified going concern as a key audit matter and have detailed our response in the section headed Material Uncertainty Related to Going Concern above.

This is not a complete list of all risks identified in the audit.

 

Key audit matter	How our scope addressed the key audit matter
1.    Carrying value of Exploration and Evaluation assets (note 13) The Group carried Exploration and Evaluation assets totalling $10.5m (2024: $7.9m) in relation to the Balasausqandiq deposit in Kazakhstan. These costs have been capitalised in accordance with the requirements of IFRS 6. At each reporting date, the Directors are required to assess whether there are any indicators of impairment, that would require an impairment assessment to be carried out. The Directors concluded that there were no indicators of impairment. The Directors' consideration of the impairment indicators requires them to make certain judgements, which makes this a key audit matter.	We obtained and reviewed the Directors' assessment of the indicators of impairment, as set out in IFRS 6 "Exploration for and evaluation of mineral resources". The following procedures were performed to challenge the Directors' conclusion that no indications of impairment were present: ·    We obtained a copy of the Group's subsoil use agreement and confirmed that it remains valid; ·    We reviewed correspondence with the Government licensing body during the year, including in relation to the application for Addendum No. 5 to the subsoil use agreement; ·    We made specific enquiries of the Directors and key staff involved in the exploration work, and challenged management to demonstrate that further exploration work in the area covered by the subsoil use agreement was planned and had been incorporated in budgets and forecasts; ·    We considered the output of the Definitive Feasibility Study in the context of the commercial feasibility of the Balasausqandiq project, and in the recoverability of capitalised exploration and development costs; ·    We performed an assessment of the objectivity and competence of the Experts who prepared the Definitive Feasibility Study; ·    We held discussions with the Experts who prepared the Definitive Feasibility Study to understand their approach and any further works required to refine the results; ·    We reviewed the adequacy of disclosures in the financial statements in relation to the impairment consideration.
2.    Revenue recognition (note 4) The Group generated revenues of $4.5m (2024: $4.72m) during the year. In considering application of IFRS 15 "Revenue from Contracts with Customers", particular attention was required in the following areas: -     The identification of performance obligations in the contract, and the point at which performance obligations are satisfied and when revenue is recognised, which can be specific to each contract. -     The accounting for variable consideration associated with estimates of quality and quantity for sales during the year, which are subject to final checks post year end.     Given the level of judgement and estimation involved, we considered revenue recognition to represent a significant audit risk and therefore a key audit matter.	We performed the following procedures: ·    We assessed the Group's contracts and revenue recognition policy against the 5-step model of IFRS 15 to consider the appropriateness of the accounting policy; ·    We obtained and reviewed sales agreements for a sample of customers to assess the appropriateness and application of the accounting policy. Specific consideration was given to the identification of performance obligations and the timing and circumstances at which these are satisfied; ·    We evaluated the appropriateness of management's accounting treatment for the provisional pricing clauses for open sales, and for the estimation of quality and quantity of amounts, comparing these to actual outcomes post year end; ·    We obtained sales confirmation letters from the Group's key customers, covering 81% of revenue; ·    We agreed a sample of revenue transactions to documentation supporting shipping and delivery of goods, ensuring that revenue had been recognised at the appropriate point according to the terms of the contract. ·    For a sample of sales around the year end, we vouched to documentation supporting their inclusion in the correct accounting period; ·    We reviewed financial statements disclosures to ensure these were compliant with IFRS 15.

Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion.

Other information

The directors are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

Under The Companies (Guernsey) Law, 2008, we are required to report to you if, in our opinion:

·    we have not received all the information and explanations we require for our audit; or

·    proper accounting records have not been kept; or

·    the financial statements are not in agreement with the accounting records.

 

We have no exceptions to report arising from this responsibility.

               

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 34, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company and Group or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

·    We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the procedures in place for ensuring compliance. These included the Companies (Guernsey) Law 2008, Listing Rules and the significant laws and regulations in Kazakhstan including the terms of the subsoil use agreement, tax legislation and environmental legislation.

·    As part of our audit planning process, we assessed the different areas of the financial statements, including disclosures, for the risk of material misstatement. This included considering the risk of fraud where direct enquiries were made with management and those charged with governance concerning both whether they had any knowledge of any actual or suspected fraud and their assessment of the susceptibility to fraud. We considered the risk to be greater in areas involving significant management estimation or judgement. Based on this assessment, we designed audit procedures to focus on these specific areas.

·    We tested the appropriateness of journal entries throughout the year by vouching a risk-based sample of journals to supporting documentation and explanations.

·    A detailed review of the Group's year end adjusting entries was performed. Any items that appeared unusual in nature or value were vouched to supporting documentation.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Use of our report

This report is made solely to the company's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law 2008. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

 

Matthew Stallabrass

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

London, U.K.

Date: 29 April 2026

 

Consolidated Statement of Profit or Loss or Other Comprehensive Income for the year ended 31 December 2025

 

		Note			2025 $000				2024 $000
Revenue from customers (pricing at shipment)		4			4,524				4,722
Final pricing adjustments after delivery		4			7				16
Total revenue		4			4,531				4,738
Cost of sales		5			(6,253)				(7,550)
Gross loss					(1,722)				(2,812)
Other income		6			70				50
Administrative expenses		7			(3,565)				(3,022)
Impairment loss		12			-				(954)
Distribution expenses					(137)				(149)
Other expenses		8			(504)				(563)
Loss from operating activities					(5,858)				(7,450)
Net finance costs		10			(2,557)				(1,979)
Loss before income tax					(8,415)				(9,429)
Income tax		11			-				-
Loss for the period					(8,415)				(9,429)
Other comprehensive loss Items that may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations					(261)				(1,080)
Total comprehensive loss for the period					(8,676)				(10,509)
Loss per share (basic and diluted) (US$)		20			(0.017)				(0.020)
Consolidated Statement of Financial Position as at 31 December 2025
	Note			31 December 2025 $000				31 December 2024 $000
ASSETS
Non-current assets
Property, plant and equipment	12			3,605				3,535
Exploration and evaluation assets	13			10,480				7,999
Intangible assets	14			18				18
Prepayments	18			-				971
Total non-current assets				14,103				12,523
Current assets
Inventories	16			1,318				874
Trade and other receivables	17			1,307				1,237
Prepayments	18			931				853
Cash and cash equivalents	19			1,684				3,777
Total current assets				5,240				6,741
Total assets				19,343				19,264
EQUITY AND LIABILITIES
Equity
Share capital	20			61,212				55,027
Additional paid-in capital				397				397
Share-based payment reserve	20			76				42
Foreign currency translation reserve				(5,464)				(5,202)
Accumulated losses				(58,950)				(50,535)
Total equity				(2,729)				(271)
Non-current liabilities
Loans and borrowings	21			5,000				17,134
Lease liabilities				85				-
Provisions	22			29				24
Total non-current liabilities				5,114				17,158
Current liabilities
Loans and borrowings	21			12,872				432
Trade and other payables	23			4,086				1,843
Deferred income	24			-				102
Total current liabilities				16,958				2,377
Total liabilities				22,072				19,535
Total equity and liabilities				19,343				19,264

 

These consolidated financial statements were approved and authorised by the Board of Directors on 29 April 2026 and were signed on its behalf by:

 

 

                        

William Callewaert                                                                   

Director                                                                        

 

 

The notes on pages 46 to 77 form part of these consolidated financial statements.