Final Results

15 October 2026

Fandango Holdings plc

(“Fandango” or the “Company”)

Final Results

Fandango Holdings plc is pleased to announce its Final Results for the year ended 28 February 2026.

Copies of the Annual Report and Accounts for the year ended 28 February 2026 are available on the Company's website at www.fandangoholdingsplc.com. Hard copies will be posted shortly to shareholders who have elected to receive them.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 28 FEBRUARY 2026

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

1.            General information  

Fandango Holdings PLC (‘the Company’) is an investment Company incorporated and domiciled in the United Kingdom. The address of the registered office is disclosed on the Company information page at the front of the annual report.  The Company was incorporated and registered in England on 25 August 2016 as a private limited company and re-registered as a public limited company on 8 May 2017.

2.            Accounting policies

2.1.   Basis of Accounting

This financial information has been prepared in accordance with UK adopted International Accounting Standards (IAS), and those parts of the Companies Act 2006 applicable to companies reporting under IAS. The financial statements have been prepared under the historical cost convention.

The principal accounting policies adopted are set out below.  These policies have been consistently applied. 

The preparation of financial statements in conformity with UK adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. Although these estimates are based on management’s experience and knowledge of current events and actions, actual results may ultimately differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Both the functional and presentational currency in which the financial statements are presented is GBP.

 Going concern

These financial statements have been prepared on the assumption that the Company is a going concern. As at year ended 28 February 2026, the Company has incurred a loss of £184k (2025: £62k) and had a net liability position of £869k (2025: £685k). The Company had a cash balance of £1k as at 28 February 2026 (2025: £1k).  When assessing the foreseeable future, the Directors have considered a period of at least twelve months from the date of approval of these financial statements and have looked at the adequacy of funds required as well as working capital requirements of the Company.

Charles Tatnall, a director and shareholder, and James Longley, a major shareholder, have provided written confirmation of support confirming that they will provide the necessary or required financial support to enable the Company to meet all of its debts as and when they fall due up to the date of the completion of the RTO, or the period to 31 October 2027, in the event the RTO should be delayed or aborted.

The directors/shareholders have further confirmed that they will not seek repayment of amounts owed by the Company to them until such time as the Company is able to repay such debts owed without compromising its ability to continue to trade and to pay its liabilities as they fall due.

The Proposed Acquisition constitutes a reverse takeover and remains subject to, inter alia, completion of satisfactory due diligence, agreement and execution of definitive transaction documentation, publication of an AIM Admission Document, shareholder approval, completion of any associated fundraising, completion of the Proposed Acquisition and the London Stock Exchange agreeing to admit the enlarged issued share capital of the Company to trading on AIM. The Company is targeting Admission in early November 2026; however, there can be no certainty that the Proposed Acquisition will complete on this timescale, or at all, or that AIM Admission will become effective.

The Company intends to undertake an associated fundraising in connection with completion of the proposed reverse takeover and Admission to AIM. The amount and structure of any such fundraising will be determined having regard to the working capital requirements of the Company and the enlarged group following completion of the Proposed Acquisition and Admission.

On this basis, the Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of approving the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. There are, however, some inherent uncertainties in relation to future events and the outcome of the proposed acquisition detailed above and therefore there exists a material uncertainty as to the going concern status of the Company at the time of approving the financial statements.

2.2 New and amended standards adopted by the Company

There were no new standards which became effective during the current year that had an impact on the entity.

New Standards and interpretations

The IASB and IFRIC have issued the following standards and interpretations which are in issue but not mandatory at 28 February 2026.

The Directors anticipate that the adoption of these Standards and Interpretations in future periods is not expected to have a material impact on the financial statements other than in terms of presentation.

2.3 Financial instruments

Classification and measurement

Management determines the classification of financial assets at initial recognition. The policy with regard to financial risk management is set out in note 4. Generally, the Company does not acquire financial assets for the purpose of selling in the short term.

The Company’s business model is primarily that of “hold to collect” (where assets are held in order to collect contractual cash flows). When the Company enters into derivative contracts, these transactions are designed to reduce exposures relating to assets and liabilities, firm commitments or anticipated transactions.

Financial Assets held at amortised cost

The classification applies to debt instruments which are held under a hold to collect business model and which have cash flows that meet the “solely Payments of Principal and Interest” (SPPI) criteria.

Other financial assets are initially recognised at fair value plus related transaction costs, they are subsequently measured at amortised cost using the effective interest method. Any gain or loss on derecognition or modification of a financial asset held at amortised cost is recognised in the income statement.

Financial liabilities

Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair value, net of transaction costs incurred, and are subsequently measured at amortised cost.

Impairment of financial assets

A forward-looking expected credit loss (ECL) review is required for: debt instruments measured at amortised cost.

 Accounting policies

The Company applies the “simplified approach” to other receivable balances and the “general approach” to all other financial assets. The general approach incorporates a review for any significant increase in counter party credit risk since inception. The ECL reviews including assumptions about the risk of default and expected loss rates.

2.4.  Convertible Loan notes

Convertible loan notes are assessed on inception and classified as either a liability, equity or a compound financial instrument in accordance with IAS 32. 

When a convertible loan note is assessed a liability, it is recognized initially at fair value, net of transaction costs.  After initial recognition, loans are subsequently carried at amortised cost.  Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income  over the period of the borrowings using the effective interest method.  Fees paid on the establishment of loan facilities are capitalized as a prepayment for liquidity services and amortised over the period of the loan to which it relates.

The interest expense on the liability component is calculated by applying the prevailing market interest rate, at the time of issue, for similar non-convertible debt to liability component of the instrument. The difference between this amount and the interest paid is then added to the carrying amount of the convertible bonds.

2.5    Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.6 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

There is no tax payable as the Company has made a taxable loss for the year. Taxable loss differs from net loss as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit or loss. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

3 Critical accounting estimates and judgments
 

The Company makes certain judgements and estimates which affect the reported amount of assets and liabilities. Critical judgements and the assumptions used in calculating estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Convertible loan notes

Convertible loan notes are assessed on inception and classified as either a liability, equity, or a compound financial instrument in accordance with IAS 32. The classification of the convertible loan note as either a liability or as equity requires judgement. The convertible loans are recognised as equity when the conversion feature meets the ‘‘fixed-for-fixed’ criterion, resulting in the conversion of a fixed amount of stated principal into a fixed number of shares and there is no obligation to transfer cash or another financial asset to another entity or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the issuer.

4  Financial risk management

The Company’s activities may expose it to some financial risks. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance.

1.      Liquidity risk

Liquidity risk is the risk that Company will encounter difficulty in meeting obligations associated with financial liabilities. The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the Company’s short term and long-term funding risks management requirements. During the period under review, the Company has not utilised any borrowing facilities. The Company manages liquidity risks by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

2.     Capital risk

The Company takes great care to protect its capital investments. Significant due diligence is undertaken prior to making any investment. The investment is closely monitored.

3.      Credit risk

The Company has provided loans to certain related party companies in prior periods. The Company assesses the creditworthiness of the companies prior to providing the loans to limit the risk of default.

5. Other income

Other income represents the write back of the balance of the VAT account that was written off in the previous accounting period to 28 February 2025, due to the uncertainty that the Company would obtain its VAT registration. However, HMRC approved the Company’s application for VAT registration in the year and therefore the amount of £56,313 that was written off was written back in the Statement of Comprehensive Income for the current year. 

The comparative amount of £394k represented the write back of an impairment charge on related party loans, which were settled during the prior year.

6 Administrative expenses and listing costs

* Audit fees for the year to 28 February 2026 amounted to £28,000. The auditors did not provide any other services to the Company.

7 Personnel

The average monthly number of employees during the year  was three Directors (2025: two Directors). There were no benefits, emoluments or remuneration payable during the period for Directors other than the £73,000 (2025: £75,600) in fees disclosed in Note 6. The fees paid are also detailed in Note 18 as related party transactions.

8 Finance Cost

Interest expense for the year was £1k (2025: £1k).

9 Taxation

No liability to UK corporation tax arose on ordinary activities for the current period.

The Company has estimated excess management expenses of £2,323,280 (2025: £2,107,832) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset at a rate of 25% (2025: 25%) of approximately £580,820 (2025: £526,958) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

10 Earnings per share

11 Capital risk management

The Directors’ objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. At the date of this financial information, the Company had been financed by capital and borrowings. In the future the capital structure of the Company is expected to consist of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.

12 Trade and other receivables

13 Cash and cash equivalents

14 Financial instruments

The Company’s financial instruments comprise cash and cash equivalents, and payables which arise directly from its operations. It is, and has been throughout the year under review, the Company’s policy to ensure that there is no trading in financial instruments. The main purpose of these financial instruments is to finance the Company’s operations.

Financial Assets and Liabilities

Financial assets and financial liabilities are recognised on the Company’s Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Credit Risk

The Company transacts only with third parties it recognises as being creditworthy. In addition, receivable balances are monitored on an ongoing basis.

Financial Risk Factors

The Company’s activities expose it to liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance.

Foreign exchange Risk

The Company’s activities expose it to foreign exchange risk meaning it will be exposed to various currencies other than UK pound sterling. The Company seeks to reduce this risk by regularly reviewing its projects to identify where foreign exchange risk exists. The Company will seek to mitigate any identified risks of adverse currency fluctuations through the use of financial instruments where necessary to secure favourable, predetermined rates of exchange.

Liquidity Risk

The Company’s borrowing exposes it to liquidity risk. Management’s objectives are now to manage liquid assets in the short term through closely monitoring costs. The Company has borrowing facilities that require repayment and the interest is on a fixed basis limiting the risk exposure.

Fair Values of Financial Assets and Liabilities

The Directors consider that the fair value of the Company’s financial assets and liabilities are not materially different from their book values.

15 Trade and other payables

 Trade and other payables due within 1 year

Non-current liabilities

* Bank borrowings relate to the remaining amounts of capital to be repaid (within one year and after one year) on a 6-year unsecured bank loan at a fixed interest rate of 2.5% pa with the final repayment due on 15 November 2027.

16 Net Debt Reconciliation

This note sets out an analysis of net debt and the movements in net debt for each of the periods presented.

17   Share capital

During the period the Company had no share transactions.

The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

18     Convertible Loan Note Equity Reserve

 The convertible loan note equity reserve represents the equity value of the total convertible loan notes issued by the Company. In the Company’s case this represents 100% of the original loans received as 100% of the loans are to be converted to equity upon the occurrence of the proposed Reverse Takeover as detailed in the Strategic Report. Both issues are interest free.

19 Directors’ Salaries, Fees and Related parties

1.      No salaries were paid to the Directors during the year or the prior year. Directors’ remuneration of £73k (2025: £76k) represents the amounts disclosed in (2) and (3) below.

2.      Consultancy fees paid to Brookborne Limited, Tatbels Limited and Kinloch Corporate Finance Limited

               These amounts are shown net of VAT.

3.        Nigel Green who joined the Board as a non-executive director on 10 October 2025 was owed accrued consultancy fees of £18,838 at the year end (2025: n/a). The amount of accrued fees has been included in the Accruals balance owed at the balance sheet date.

4.        As at 28 February 2026, Brookborne Limited was owed accrued fees of £139,655 (February 2025: £139,655), Tatbels Limited was owed fees of £36,000 and an accrued loan fee of £25,000 totalling £61,000 (2025: £ Nil), and Kinloch Corporate Finance Limited was owed accrued fees of £103,815 (February 2025: £85,815). The amount of accrued fees has been included in the Accruals balance owed at the balance sheet date. The accrued loan fee payable to Tatbels is only payable once the loan facility has been repaid in full when the RTO takes place.

Brookborne Limited is controlled by Charles Tatnall.

Tatbels Limited is controlled by Charles Tatnall.

Kinloch Corporate Finance Limited is controlled by Timothy Cottier.

To assist with operating cashflow, Charles Tatnall personally made a number of payments directly to creditors on behalf of the Company during the accounting period. These totalled £31,794. No repayments have been made and the balance on his director’s loan account remains at £31,794.

5.        James Longley, a shareholder and ex-Director of the Company, is owed a total of £159,696 in consulting fees and cash injected from previous periods. James is also owed a further £39,117 in expenses incurred in the previous year that have not yet been reimbursed by the Company. James holds 27,500,000 shares in the Company which are held through Hargreaves Lansdown (Nominees) Limited. The amount of accrued fees has been included in the Accruals balance owed at the balance sheet date.
6.        At the year end, DCA Accountants Limited, a Company controlled by James Longley is owed £36,000 in accrued consulting fees (2025: £ Nil).
7.        During the year, Tatbels Limited, a Company controlled by Charles Tatnall made an unsecured, interest free loan facility available to the Company of up to £150,000. During the year the Company utilised £125,200 of that facility and repaid £61,000. The balance of that loan facility outstanding at the year-end was £64,200. There is an agreed loan facility of £25,000 payable only when the outstanding balance is repaid, which is expected to occur at the time of the RTO.

20 Capital commitments

There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.

21    Ultimate controlling party

As at 28 February 2026 there is no ultimate controlling party.

22 Prior year adjustment
 

An error in the 2025 financial statements was identified and corrected. A liability for certain costs was accrued in the financial statement, which were not in fact payable. No payment was processed to settle the invoice. The reversal of the charge has been processed through the financial statements as a prior year adjustment. The 2025 comparatives have been restated for the correction of the error.

The prior year adjustment only impacts the loss reported for the year ended 28 February 2025 and Trade and Other Payables reported at 28 February 2025. The prior year adjustment has resulted in liabilities of the Company reducing by £26k at 28 February 2025 and the reported loss of £88k being restated to £62k.

23.   Events after the reporting period

On 10 August 2026, the Company announced an update regarding the proposed acquisition of an interest in the Canyon Silver project in Idaho, USA, which is expected to constitute a reverse takeover. The proposed transaction remains subject to, among other matters, due diligence, execution and completion of contracts, regulatory and shareholder approvals. The Company also announced its intention to cancel the listing of its ordinary shares on the Official List and admission to trading on the Main Market of the London Stock Exchange, and to seek admission to AIM in conjunction with completion of the proposed acquisition.

As at the date of approval of these financial statements, the transaction has not completed and there can be no certainty that it will do so.

During the year, Tatbels Limited, a company controlled by Charles Tatnall, made an unsecured, interest-free loan facility available to the Company of up to £150,000. Subsequent to the year-end, the Company has made repayments of £80,000 and drawn down £37,000 under this facility.

Subsequent to the year end, the Company has also received loans of £136,500 from James Longley and £101,600 from Charles Tatnall.

ENDS

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