Final Results

Focus Xplore PLC

30 June 2026

Focus Xplore PLC

('Focus Xplore' or the 'Company')

Consolidated Annual Financial Results for the year ended 31 December 2025

Focus Xplore PLC (AIM: FOX), the strategic energy and critical minerals exploration and development company, today announces its audited results for the year to 31 December 2025

Highlights

§  Acquisition of 31 Explore Ltd in March 2025, bringing a portfolio of various mining prospects in Ontario, Canada, including prospects for lithium, graphite and rare earth elements (REE).

§  Following work in 2025, the Company's main focus is on its Bay Road (REE) and Pearl (Lithium) properties.

§  The result for the year amounted to a total comprehensive loss of £640,095 for the year ended 31 December 2025 (31 December 2024: total comprehensive loss of £569,153).

§  Administrative expenditure was £529,038 (2024: £517,045), with exploration expenditure amounting to just £98,348 (2024: £53,419).

Post year end events

Following the resignations of three of the non executive directors in February and March 2026, a new Executive Director, Non-Executive Chairman and Non-executive Director were appointed with the Chairman and CEO then stepping down at the end of March 2026.  At the same time, the Company raised £75,000 in convertible loan notes.

Commenting on the results, the Chairman said

"The year under review was a transitional one for Focus Xplore, and the post year-end changes to the Board reflect a clear commitment to resetting the Company's strategic direction. While the financial results highlight the challenges of early-stage exploration, the work completed at Bay Road and Pearl has given us a much better understanding of the potential of these properties. The new Board is now focused on building a disciplined, properly funded strategy for advancing the Company's mineral interests, and on creating a more sustainable capital structure to support that work. The Board is currently reviewing a number of opportunities, we look forward to updating shareholders on progress once it is appropriate to do so."

Copies of the Annual Report and Accounts for the year ended 31 December 2025 are being posted to shareholders and will also be made available on the Company's website at https://www.focusxplore.com/investors/shareholder-communications/

Notice of the Company's Annual General Meeting will follow in due course.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

- Ends -

 

Enquiries:

Antony Legge	[email protected]	Focus Xplore PLC - Non-Executive Chairman
James Biddle / Roland Cornish	+44 (0) 207 628 3396	Beaumont Cornish Limited - Nominated Adviser
Jason Robertson	+44 (0) 207 374 2212	First Equity Limited - Corporate Broker

 

Corporate Website: www.focusXplore.com     LinkedIn: Focus Xplore PLC     X: @focusXplore

 

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

CHAIRMAN'S REPORT

The period since January 2025 has been one of significant changes for the Company. The year started positively, with the acquisition in the first quarter of 2025 of 31Explore Ltd and its portfolio of properties in Canada.  This was followed by the engagement of Planetary AI Ltd and its Xplore system in April and the change of the Company's name to Focus Xplore to better reflect the Company's strategic direction.

The Projects

 

On its acquisition in 2025, 31 Explore Ltd controlled a portfolio of ten mining prospects in Ontario, Canada, of which eight were for lithium, one for graphite and one for rare earth elements (REE).  The Company assigned priority to six lithium projects and one rare earth element project, all located in the same region of Northwest Ontario as the Company's 100% owned White Pine Uranium Project.  In July 2025, the Company announced the results of the first phase of its prospecting and outcrop sampling, which led to increased priority being given to Bay Road, Iva and Oba.  However, subsequent sampling, as announced in August 2025, led to Oba and part of Iva being dropped.  Bay Road was retained following encouraging results, as was Pearl; where analytical results indicated a fractionated granitic system, in close proximity to untested inferred pegmatites in the west of the property. A portion of the Burrows Lake properties was retained, with samples from the Biscuit Creek property indicating elevated levels of fractionation.

 

A summary of the current status of the Company's projects is set out below:

 

Lithium

 

(i) Pearl - this was expanded from 880 hectares (ha) to 1,475 ha to encompass multiple untested inferred pegmatites identified through LiDAR imagery in what is now the west of the property. These inferred pegmatites, and historically mapped pegmatites in the east of the property, are in close proximity to waterbodies where lake sediments are recorded as having anomalous and highly elevated results for lithium and elements associated with LCT pegmatites. Exploration in 2025 produced positive results, indicating enrichment and fractionation of granite, but failed to outline lithium mineralisation.

 

A minimum expenditure commitment of C$14,000 is required to retain the licence, which will be satisfied in the current financial year, with a further spend commitment of C$10,800 on the western portion of the property falling due in October 2027.

 

(ii) Burrows Lake & Biscuit Creek - following discussion with the Company's consultant geologist, on review of the results from the small field campaign during 2025, it was decided to allow 2 of the 3 sub-licences (Snowberry and Kowka) to lapse, and for a reduction in the size of the remaining license, 'Biscuit Creek'; a further expenditure commitment of C$5,200 required to retain the Biscuit Creek licence will be satisfied in the current financial year.

 

(iii) Oba - Although initially designated a priority in July 2025, the results from a comprehensive programme testing of mapped and unmapped pegmatite occurrences did not indicate any significant concentrations of lithium and the decision was taken to allow this 1,175 ha property to lapse in May 2026.

 

(iv) Iva - In 2025, this project was expanded to 1,130 hectares to encompass an inferred 5.5 km trend of pegmatites prospective for lithium mineralisation. The original area was worked in 2025 but none of the samples tested yielded lithium concentrations indicative of economic potential and this area was allowed to lapse.  The potential of the 490 ha expanded area is highlighted by nearby lithium projects, with Patriot Lithium's Bull Project is 11 km east, and the Niobe-Nym Lakes LCT pegmatites lying 20 km away, both being associated with the same intrusion as Iva. The spend commitment of C$9,200 is not due until renewal of the licences in March 2027.

 

(v) Ellie - As noted in July 2025, fieldwork at Ellie did not locate pegmatites. Laboratory analyses of local outcrop did not provide elemental signatures indicative of significant fractionation and no samples returned significant concentrations of lithium or associated elements.  Hence, the decision was taken to allow this 642 ha property to lapse in May 2026to avoid a spend commitment of C$9,600.

 

(vi) Wapesi - this comprised three properties (Mining Creek, Altimeter Bay and Sunlight Bay), with a total area of 2,109 ha, associated with the Wapesi Batholith in the English River Sub-Province. Following a strategic review, the Board took the decision not to commit the required exploration expenditure to this early-stage portfolio and the licences were allowed to lapse in October 2025.

 

Rare Earth Elements

 

Bay Road - is an area of 425 ha directly south of the fertile White Otter Batholith and centred on 6 km of mapped felsic intrusive rock.  This intrusive feature appears to have a relationship with highly anomalous REE's in-lake-sediment (dysprosium, neodymium), but has never been formally tested, and prior to Focus Xplore's work, no records of historical exploration existed on the property. 

 

The results of the 2025 fieldwork were positive, and sampled pegmatites exhibit strongly felsic chemistries and clear signs of advanced fractionation with localised elevations in REEs. The Bay Road Property is surrounded by the Atikokan Project properties owned by Power Max Minerals Inc, (CSE: PMAX).  Renewal is due in June 2027.

 

Uranium

 

White Pine - is supportive of intrusive-type uranium (an example is Rössing in Namibia) with two granitic batholiths intruded into an area of gneiss. However, minimal fieldwork has occurred to date, with no systematic or modern sampling.  The licence requires a minimum spend of C$163k by the end of September 2026, and is held within Katoro Canada.

 

Financial Results and Share Issues

The result for the year amounted to a total comprehensive loss of £640,095 for the year ended 31 December 2025 (31 December 2024: total comprehensive loss of £569,153).

Administrative expenditure of £529,038 (2024: £517,045) consumed the majority of the Company's cash costs, with exploration expenditure amounting to just £98,348 (2024: £53,419).  Impairments of £204,086 (see Notes 6 and 15 to the Accounts) were broadly offset by a gain on the de-recognition of a financial liability of £204,145 (see Note 17 to the Accounts).

Salaries and wages were the single largest line item within general administration, amounting to £156,834 (2024: £56,784), reflecting a full year of the enlarged board and management structure. The remaining administrative expenditure of £372,204 fell into two broad categories. AIM regulatory and market costs of £143,088 (2024: £107,110) were higher than the prior year, principally due to increased brokerage and registrar fees arising from the equity fundraises completed in February and October 2025. General administration costs of £212,155 comprised professional, consulting, audit and secretarial fees incurred across the Group's various entities, along with advertising expenditure in connection with the engagement of public relations firms

Since the year end, the new board has taken action to reduce administrative costs with directors' remuneration now just £60,000. Additionally, the new board has initiated a comprehensive review of the Company's cost base with a view to materially reducing overhead on a sustainable basis. A number of outsourcing contracts are in the process of being terminated, with the relevant functions being brought in-house at significantly lower cost. In parallel, a review of the Group's corporate structure has identified a number of legacy subsidiaries that no longer serve an operational purpose; steps are being taken to dissolve these entities, which will reduce both the direct costs of maintaining them and the associated administrative burden. The board is confident that these measures, taken together, will deliver a substantially leaner cost base in the current financial year.

The Group's net asset position strengthened from a net liability of £325,463 in 2024 to net assets of £70,560 at the end of 2025, an improvement of £396,023. This was driven by the Company raising £694,000 of new capital and settling £106,000 of creditors and director fees through the issue of shares.

The deals with 31Xplore and Planetary AI were also completed using issuances of ordinary shares or warrants.  31Xplore was purchased through this issue of 375,000,000 warrants priced at 0.10p and 375,000,000 warrants priced at 0.15p. The engagement of Planetary AI included the issue of 45,000,000 ordinary shares to meet certain consultancy fees.

In total, during the year, the Company issued 1,883,000,000 new ordinary shares together with 2,633,000,000 warrants, together representing c.118% of the issued share capital (or c.283% including warrants) at the start of 2025.

Post Year End Developments and Outlook for 2026

The Company raised a further £75,000 in March 2026 through the issue of convertible loan notes, with directors Neil Slade and David Russell (through Castle International Limited, contributing £10,000 and £27,500) respectively.  This injection of capital was accompanied by changes to the board, including the resignation of the CEO, Patrick Cullen.  The priority of the new Board was to stabilise the financial position and it is heartening to report that conversations with creditors and major suppliers have been positive with significant support being extended to the Company.

The new Board, in conjunction with the Company's consulting geologist, also undertook a review of all the Company's properties, which is included in the summary above and has led the decision to let certain less prospective licences lapse. The Board believes that the Pearl and Iva projects continue to offer good mineral exploration prospects.

The Board has also held a number of discussions regarding potential acquisitions to boost the Company's portfolio of mineral assets, including opportunities exploring for copper, gold, and uranium across Tier 1 mining jurisdictions. 

Whilst terms have not yet been agreed in respect of any of the conversations, the Board remains confident of closing a deal in the near term to both strengthen the Company's licence portfolio and its balance sheet.

 

 

Antony Legge

Non-Executive

Chairman

 

DIRECTORS' REPORT

 

The Board of Directors present their report together with the audited annual financial statements for the year ended 31 December 2025 of Focus Xplore plc, with registered number 09306219, (the "Company") and its subsidiaries (collectively the "Group"). 

Principal Activity

Information on the Company's activities, future developments and post year end developments is set out in the Chairman's Statement and in the Strategic Report.

 

Names of Directors

The names of the persons who, at any time during the financial year, were directors of the Company and any changes that occurred during the year are on page 3.

 

Provision of information to the auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

·      So far as that Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

·      That Director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the Company's auditors in connection with preparing their report and to establish that the Company's auditor is aware of that information.

 

Results and Dividends

Results for the year are set out in the Consolidated Income Statement and in the Strategic Report.  There have been no dividends declared or paid during the current financial period (2024: £Nil).

 

Capital Structure

As at 31 December 2025, the Company had 3,479,420,573 ordinary shares in issue.  All ordinary shares issued have the right to vote, right to receive dividends, a copy of the annual report, and the right to transfer ownership of their shares.  Further detail is set out in Note 11 to the Accounts.  In addition, the Company had 3,692,085,100 warrants and 82,244,781 options in issue (Note 12 to the Accounts).

 

Significant Shareholdings

The Company has been informed that, in addition to the interests of the Directors (as set out later in this report), at 31 December 2025 and at the date of this report, the following shareholders own 3% or more beneficial interest, either direct or indirect, of the issued share capital of the Company, which is considered significant for disclosure purposes in the annual financial statements:

Percentage of Issued Share Capital
Shareholder	30 June 2026	31 December 2025	31 December 2024
Armstrong Investments Limited	6.89%	6.97%	N/A
Charlemont Capital Investments SARL & related parties	N/A	N/A	7.52%
Gervais Heddie	N/A	N/A	3.57%
Kibo Energy plc	3.82%	3.86%	8.42%
Yakoub Yakoubov	4.29%	3.19%	N/A
Castle International Holdings Limited	13.85%	14.01%	N/A
Woodland Capital Limited	6.39%	N/A	N/A

 

Directors' Interests

Directors may own shares in the company as regulated by AIM and the MAR rules, which has a standard share dealing code. The Directors complied to the requirements during the year under review.

The interests of the Directors (held directly and indirectly), who held office at the date of approval of the financial statements, in the share capital of the Company are detailed below.

 

Ordinary Shares (held directly and indirectly)

Directors	30 June 2026	31 December 2025	31 December 2024
Sean Wade	N/A	25,000,000	-
Patrick Cullen	N/A	45,080,000	-
Louis Scheepers	N/A	58,872,627	33,872,627
Tinus Maree	N/A	68,872,627	43,872,627
James Tosh	N/A	-	-
Antony Legge	-	N/A	N/A
David Russell	487,500,000	N/A	N/A
Neil Slade	-	N/A	N/A

 

Warrants (held directly and indirectly)

Directors	30 June 2026	31 December 2025	31 December 2024
Sean Wade1	N/A	118,842,858	-
Patrick Cullen	N/A	32,580,000	-
Louis Scheepers	N/A	24,500,000	12,333,333
Tinus Maree	N/A	32,500,000	22,333,333
James Tosh2	N/A	107,142,842	N/A
Antony Legge	40,000,000	N/A	N/A
David Russell	253,750,000	N/A	N/A
Neil Slade	40,000,000	N/A	N/A

Notes:

1.     107,842,858 are held through held through Keysford Limited (see Note 20 to the Accounts).

2.     105,000,000 are held through JT Management Group Ltd (see Note 20 to the Accounts).

 

Share Options

Directors	30 June 2026	31 December 2025	31 December 2024	Options as % of current issued share capital
Sean Wade	N/A	25,000,000	25,000,000	1.10%
Patrick Cullen	N/A	25,000,000	25,000,000	1.10%
Louis Scheepers	N/A	4,594,478	4,549,478	0.20%
Tinus Maree	N/A	4,991,165	4,991,165	0.22%
James Tosh	N/A	-	-	-
Antony Legge	-	N/A	N/A	N/A
David Russell	-	N/A	N/A	N/A
Neil Slade	-	N/A	N/A	N/A

 

Neil Slade and David Russell (through Castle International Limited) contributed £10,000 and £27,500 respectively into the £75,000 convertible loan note that was issued subsequent to year end.

For further detail surrounding the ordinary shares, warrants and share options please refer to Notes 12 and 20 of the Accounts.

 

Director's Remuneration

Directors	31 December 2025	31 December 2024
Sean Wade (appointed 29 February 2024 / resigned 31 March 2026)	£30,000	£33,094
Patrick Cullen (appointed on 4 July 2024 / resigned 31 March 2026)	£104,898	£39,320
Louis Scheepers (resigned 2 February 2026)	£11,000	£5,206
Tinus Maree (resigned 2 February 2026)	£11,000	£5,206
James Tosh (appointed on 23 April 2025 / resigned 9 March 2026))	-	-
Louis Coetzee (resigned on 28 June 2024)	-	£8,206

 

There were no other elements of Director's remuneration incurred in the period, other than the those stated above, namely share options, warrants and cash payments.

There have been no other contracts or arrangements of significance during the period in which Directors of the Company, or their related parties, were interested.

Information on Directors' Remuneration can also be found in Note 2 to the Accounts.

 

Political and Charitable Donations

During the period, the Group made no charitable or political contributions (2024: £ nil).

 

SECR Disclosures

SECR reporting is not required since the energy consumption was less than 40 000 kWh during the year under review.

 

Corporate Governance Policy

The Board is aware of the importance to conform to its statutory responsibilities and industry good practice in relation to corporate governance of the Group and as a result has adopted the Quoted Companies Alliance Corporate Governance Code (the "QCA Code"). The Company's statement of compliance against the QCA code is set out on pages 19 to 22.

 

Environmental responsibility

The Company recognises that its activities require it to have regard to the potential impact that it, its subsidiaries and partners may have on the environment. Where exploration and development works are carried out, care is taken to limit the amount of disturbance and where any remediation works are required, they are carried out as and when required.

 

Internal Audit

The Company does not have an internal audit function. Currently the operations of the Group do not warrant an internal audit function, however the Board is assessing the need to establish an internal audit department considering future prospects as the Group's operations increase. During the period the Board has taken responsibility to ensure effective governance, risk management and that the internal control environment is maintained.

 

Health, Safety and Environmental Policy

The Group is committed to high standards of Health, Safety and Environmental performance across our business. Our goal is to protect people, minimize harm to the environment, integrate biodiversity considerations and reduce disruption to our neighbouring communities. We seek to achieve continuous improvement in our Health, Safety and Environmental performance.

 

Corporate Social Responsibility Policy

The Group's policy is to conduct all our business operations to best industry standards and to behave in a socially responsible manner. Our goal is to behave ethically and with integrity and to respect cultural, national and religious diversity.

Governance of IT

The Board is responsible for IT governance as an integral part of the Group's governance as a whole. The IT function is not expected to significantly change in the foreseeable future. The Board has the required policies and procedures in place to ensure governance of IT is adhered to.

 

Bribery Act 2010

The Government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to ensure they are compliant with the UK Bribery Act 2010. The Company has conducted a risk review into its operational procedures to consider the impact of the Bribery Act 2010 and has drafted and implemented an anti-bribery policy as adopted by the Board.

 

Auditors

The auditors, Crowe U.K. LLP, were re-appointed as the Company's auditors at the last Annual General Meeting and have indicated their willingness to continue in office in accordance with section s475 of the Companies Act 2006.

 

Annual General Meeting

Notice of the forthcoming Annual General Meeting of the Company together with resolutions relating to the Company's ordinary and special business will be given to the members separately.

 

This report was approved by the Board on 30 June 2026 and signed on its behalf by:

 

 

 

David Russell

Executive Director

 

STRATEGIC REPORT

Principal activities, Strategy and Business Model

Focus Xplore PLC is a strategic energy and critical minerals exploration company specialising in the identification and exploration of energy and critical minerals opportunities leading to discovery and development.  The Company's commitment to portfolio diversification remains a cornerstone of its strategic vision. The Company is now focused on advancing and developing its projects in Ontario but will also continue to review other exploration and mining opportunities in the region and globally. The objective is two-fold: to mitigate country-specific risk and enhance the existing portfolio in sought after minerals.  

The Group is in its early stage of development and further information on the development, performance, position or strategy of the Company's business, including a review of the year and the main trends and factors likely to affect the future development, performance and position of the Company's business is set out in the Chairman's Report on page 5

 

The Company is committed to responsible exploration and delivering shareholder value. 

 

Results

The result for the year amounted to a total comprehensive loss of £640,095 for the year ended 31 December 2025 (31 December 2024: total comprehensive loss of £569,153).

 

Financial activities

Description		31 December 2025	31 December 2024
	Note	£	£
Administrative expenses		(529,038)	(517,045)
Foreign exchange losses		(100)	(3,425)
Impairments	6 & 15	(204,086)	(5,556)
Gain on derecognition of financial liability	17	204,145	-
Share in loss in associate	16	-	(558)
Exploration expenditure		(98,348)	(53,419)
Finance expense		(77)	(6)
Loss for the period		(627,504)	(580,009)
Basic and Diluted loss per share (pence)		(0.03)	(0.04)

 

The increase in the loss year-on-year, as disclosed in the table above and in the statement of comprehensive income, is mainly due to the increase of administrative expenses and in the exploration expenditure.  The £204,086 impairment charge was almost entirely offset by the £204,145 non-cash write back of a financial liability (see Note 17 to the Accounts). 

Events after the reporting period

The Company raised a further £75,000 in March 2026 through the issue of convertible loan notes.  This injection of capital was accompanied by changes to the whole board, with Antony Legge, David Russell and Neil Slade replacing Sean Wade and Patrick Cullen.  Luis Scheepers, Lukas Maree and James Tosh had resigned earlier in the February and March 2026.

 

Key performance indicators

The main financial KPI is the net cash flow of the Company and to ensure that sufficient funds are raised to cover the Company's operating activities and overheads.  Since the value of the Company, and hence its ability to raise further funds, is driven by the success of its exploration activities, a secondary key financial KPI is the ratio of exploration expenditure to administrative overheads.  The tertiary key financial KPI's at this stage is the loss per share for the period, which is included in the statement of comprehensive income.

As and when operational activities increase, management will reconsider the key financial KPI's and update the necessary disclosures accordingly.

Non-financial KPI's comprise the measure of advancement towards value milestones with respect to the various exploration projects that underpin the Company's ability to raise the necessary capital for its operations.

Principal Risks and Uncertainties

The realisation of exploration and evaluation assets is dependent on the discovery and successful development of economic mineral reserves and is subject to a number of significant potential risks summarised as follows:

•    financial instrument & foreign exchange risk;

•    strategic risk;

•    funding risk;

•    commercial risk;

•    operational risk;

•    title risk;

•    staffing and key personnel risks;

•    speculative nature of mineral exploration and development;

•    political stability;

•    uninsurable risks;

•    environmental risk;

•    climate change risk; and

•    foreign investment risks including increases in taxes, royalties and renegotiation of contracts.

These are covered in more detail in the Risk Management Report.

Section 172 Report

Section 172(1)(a) to (f) of the Companies Act 2006 requires each director to act in the way he or she considers would be most likely to promote the success of the Company for the benefit of its members as a whole, with regard to the following matters: 

a.     The likely consequences of any decision in the long-term

Focus Xplore is a mining exploration and development Company. By their natures mining exploration and development projects are complex, capital intensive, last many years and involve a varied group of stakeholders. As such it is extremely important that the board considers all decisions made by the Company in the context of their long-term impact on the Company. Consequences of such decisions include (but are not limited to) the impact on all stakeholders (with particular care towards local communities), impact on environmental issues in and around project areas and the financial impact on the Company and its ability to function effectively. Focus Xplore is meticulous in its planning, as is required for permitting processes in the mining exploration and development sector. As such, the Company prepares detailed planning documents before initiating any major work programme. Such planning documents assess a variety of factors from community and environmental issues to technical geological and project funding matters. Where appropriate the Company provides copies of these reports on its website (https://www.focusxplore.com) or releases excerpts via the London Stock Exchange's Regulatory News Service.

b.    The interests of the Company's employees

The health and safety of Focus Xplore's employees is of paramount concern to the board. It is imperative that Focus Xplore provides a safe and secure working environment for all staff. The Company conducts regular Health & Safety reviews and ensures that any operational plans are subject to rigorous scrutiny in their creation and constant monitoring during their implementation.

The Company is a responsible employer in respect to the approach it takes towards employee and contractor pay, benefits and other terms of engagement as it develops. These are constantly reviewed.

While the Board is all male at the date of this report, it is committed to fair and equal gender opportunity and fostering diversity, subject to ensuring appointees are appropriately qualified and experienced for their roles. The Group acknowledges that as it expands its operations, it will be to its benefit to align the composition of its Boards and profile of its management and staff to reflect balance in the ethnicity and gender of its personnel.

 

Analysis of gender of Group personnel during reporting period:

	Male	Female	Other
Board	5	0	0
Management	3	2	0
Employees	No direct employees	No direct employees	No direct employees

 

c.     The need to foster the Company's business relationships with suppliers, customers and others

Mining exploration and development projects involve a diverse and varied group of stakeholders. These include (but is not limited to) the Company's employees, government officials, local communities, financial backers, shareholders and other suppliers. The Company adopts a transparent and open stance in its dealings with all stakeholders to help build trust. Mining exploration and development projects can only succeed with the full support of all involved.

The board has oversight of the procurement and contract management processes in place and receives regular updates on any matters of significance, as well as approving the awarding of large contracts. The board ensures the Company fully adheres to the Bribery Act 2010 by means of Anti-Corruption & Bribery and Whistle-Blowing policies that is implemented.

d.    The impact of the Company's operations on the community and environment

Mining exploration and development projects can have a significant impact on local communities and the environment. The board constantly reviews the impact of its operations on local communities and the environments. Where required, the Company completes detailed surveying work (such as Environmental Impact Assessments) and, where necessary, applies for relevant permits. Such processes require diligence and concentrated effort.

The board ensures it maintains positive relations with local communities, by engaging in local programmes and providing secure employment opportunities.

Climate change risk is a global issue that may impact how the Company's operations are run, both today and in the future. Whilst the nature of the Company's operations is early-stage exploration with limited invasive impact there are inherent environmental risks associated with mineral exploration, which may increase as the exploration programme grows. The Board recognise that operating responsibly, which includes minimizing the environmental impact of the Company's operations, is fundamental to its long-term success of the Company. The Board believes that building a better future involves embedding climate awareness throughout the organisation, starting at the top.

e.     The desirability of the Company maintaining a reputation for high standards of business conduct

As a listed company, Focus Xplore's reputation for the high standards of its business conduct is paramount. The board makes every effort to ensure it maintains these.

The Company is subject to the disclosure requirements of the AIM Rules for Companies and Financial Conduct Authority's Disclosure Transparency Rules. These comprehensive set of rules enforce a strict discipline upon the Company in terms of the manner, timeliness, subjectivity and content of its public disclosures.

Focus Xplore is also required to complete an annual audit. This is a rigorous analysis of the Company's operations and review of the Company's policies. The results of this are published each year in the Company's Annual Report.

Focus Xplore also publishes on its website an "AIM 26 Disclosure" (https://www.focusxplore.com/investors/aim-rule-26/), which details much of the manner in which the Company is run.

Focus Xplore is committed to corporate governance and adheres to the QCA Corporate Governance Code. The Company's corporate governance statement can be found on pages 19 to 22 of these Reports and Accounts.

f.      The need to act fairly as between members of the Company

As a listed Company, Focus Xplore is committed to treating its shareholders fairly and delivering shareholder value.

Focus Xplore is registered in England and Wales and is subject to the Companies Act 2006. The Company is also subject to the UK City Code on Takeovers and Mergers. The Company's articles of association, which help define some of the actions between the Company and its shareholders, can be found here https://www.focusxplore.com/investors/corporate-documents/

 

Subsidiary Undertakings

Details of the Company's subsidiary undertakings are set out in Note 15 to the annual financial statements.

 

Going Concern

The Group is in the business of early-stage exploration for minerals and, as such, has not to date generated any revenue.  Nor are there expectations that any revenue will be generated in the next year.  Instead, the Group historically has raised funds via equity contributions from new and existing shareholders, thereby ensuring the Group remains a going concern until such time that revenues are earned through the sale or development and mining of a mineral deposit. There can be no assurance that such funds will continue to be available on reasonable terms, or at all in future.

The Directors regularly review cash flow requirements to ensure the Group can meet financial obligations as and when they fall due. In performing the going concern assessment, the Board considered various factors, including the availability of cash and cash equivalents, data relating to working capital requirements for the foreseeable future, available information about the future, possible outcomes of planned events, and the responses to such events and conditions that would be available to the Board.

As at 31 December 2025, the Group had shareholders' funds of £70,560 (31 December 2024: net liabilities of £325,463). Of this, £70,849 was liquid assets in the form of cash and cash equivalents with no other financial asset balances receivable (2024: £6,549 and £nil). Against this, the Group had trade and other payables of £120,199 (2025: £153,170).  Since the year end, the Group raised £75,000 through the issue of convertible loan notes and the cash and cash equivalents at the end of May 2026 stood at £60,098.  As an AIM listed entity, the Group has the ability to raise new capital from existing and new investors and as such, and following conversations with the Company's creditors and brokers, the Directors believe that sufficient funds should be available for an appropriate project.  The Directors therefore continue to consider it appropriate to prepare the financial statements on a going concern basis and have not made any adjustments which could arise in the event that the Group is not a going concern.

Notwithstanding the above, the Directors acknowledge that, based on current forecasts, the Group and Parent company does not have sufficient cash resources to meet all of its liabilities and finance day-to-day operations for the full twelve-month period following the date of approval of these financial statements.  There is therefore a material uncertainty related to the events or conditions described below that may cast significant doubt on the entity'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. 

Please also see the note on Going Concern on page 36.

 

This report was approved by the Board on 30 June 2026 and signed on its behalf by:

 

 

David Russell

Executive Director

RISK MANAGEMENT REPORT

Risk management is one of the core responsibilities of the Board and it is central to the decision-making process. The Board's fundamental duties as to management are:

•    Assessing (quantitively and qualitatively) the principal risks to the Company. Principal risks are those risks or combination of risks that could seriously affect the performance, future prospects or reputation of the Company;

•    Recognising and assessing emerging risks. Emerging risks are those which have not yet occurred but are at an early stage and anticipated to increase in significance over the medium to long term time horizon; and

•    Risk management oversight and promotion of a risk mitigation culture.

•    Risk management is designed to manage, rather than eliminate the risk of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Directors have carried out a robust assessment of the principal risks facing the Company, including those that threaten its business model, future performance, solvency or liquidity. They consider that the following are the principal risk factors that could materially and adversely affect the Company's future operating results or financial position.

Financial instrument and foreign exchange risk

The Company and Group are exposed to risks arising from financial instruments held and foreign exchange transactions entered into throughout the period. These are discussed in Note 18 to the Annual Financial Statements.

Strategic risk

Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result of this competition, the Group may be unable to acquire rights to exploit additional attractive mining properties on terms it considers acceptable. Accordingly, there can be no assurance that the Group will acquire any interest in additional operations that would yield reserves or result in commercial mining operations. The Company expects to undertake sufficient due diligence where warranted to help ensure opportunities are subjected to proper evaluation.

Funding risk

In the past the Group has raised funds via equity contributions from new and existing shareholders, thereby ensuring the Group remains a going concern until such time that revenues are earned through the sale or development and mining of a mineral deposit. There can be no assurance that such funds will continue to be available on reasonable terms, or at all in future. The Directors regularly review cash flow requirements to ensure the Group can meet financial obligations as and when they fall due.

 For further related disclosure refer to the going concern evaluation in the Directors' report. It includes the evaluation of the going concern assumption due to the funding risk. The section discloses the information that has been taken into account, and how the risks were evaluated and mitigated.

Commercial risk

The mining industry is competitive and there is no assurance that, even if commercial quantities of minerals are discovered, a profitable market will exist for the sale of such minerals. There can be no assurance that the quality of the minerals will be such that the Group properties can be mined at a profit. Factors beyond the control of the Group may affect the marketability of any minerals discovered. Mineral prices are subject to volatile price changes from a variety of factors including international economic and political trends, expectations of inflation, global and regional demand, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. Ultimately, the Group expects that prior to a development decision, a project would be the subject of a feasibility analysis to ensure there exists an appropriate level of confidence in its economic viability.

Operational risk

Mining operations are subject to hazards normally encountered in exploration, development and production. These include unexpected geological formations, rock falls, flooding, dam wall failure and other incidents or conditions which could result in damage to plant or equipment or the environment and which could impact any future production throughout. Although it is intended to take adequate precautions to minimise risk, there is a possibility of a material adverse impact on the Group's operations and its financial results. The Company will develop and maintain policies appropriate to the stage of development of its various projects.

 

Title Risks

The interests of the Company are in some circumstances subject to licence and contractual requirements, which include, inter alia, certain financial commitments which, if not fulfilled, could result in the suspension or ultimate forfeiture of the relevant licences or of the Company's interests in prospects. Government action, which could include non-renewal of licences, may result in any income potentially receivable by the Company in the future or licences held by the Company being adversely affected. In particular, changes in the application or interpretation of mining and exploration laws and/or taxation provisions, could adversely affect the value of the Company's interests. If a licence is not renewed or granted, the Company may suffer significant damage through loss of the opportunity to develop and discover any resources on that licence area.

Staffing and Key Personnel Risks

Recruiting and retaining qualified personnel is critical to the Group's success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. While the Company has good relations with its employees, these relations may be impacted by changes in the scheme of labour relations which may be introduced by the relevant governmental authorities. Adverse changes in such legislation may have a material adverse effect on the Group's business, results of operations and financial condition. Staff are encouraged to discuss with management matters of interest to the employees and subjects affecting day-to-day operations of the Group.

Speculative Nature of Mineral Exploration and Development

In addition to the above there can be no assurance that the current exploration programmes will result in profitable mining operations.

The recoverability of the carrying value of exploration and evaluation assets is dependent on the successful discovery of economically recoverable reserves, the achievement of profitable operations, and the ability of the Group to raise additional financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. Changes in market conditions could require material write downs of the carrying value of the Group's assets.

Development of the Group's mineral exploration properties is, amongst others, contingent upon obtaining satisfactory exploration results and securing additional adequate funding. Mineral exploration and development involves substantial expenditure and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. The degree of risk reduces substantially when a Group's properties move from the exploration phase to the development phase.

The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit, once discovered, is also dependent upon a number of factors, including the size, grade and proximity to infrastructure, metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. In addition, several years can elapse from the initial phase of drilling until commercial operations are commenced.

Political Stability

The Company is conducting its activities in Ontario, Canada. The Directors believe that the Government of Ontario supports the development of natural resources by foreign investors and the Directors actively monitor the situation on an ongoing basis. However, there is no assurance that future political and economic conditions in Ontario will not result in the respective governments adopting different policies regarding foreign development and ownership of mineral resources. Any changes in policy affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, may affect the Company's ability to develop the projects.

Uninsurable Risks

The Group may become subject to liability for accidents, pollution and other hazards against which it cannot insure or against which it may elect not to insure because of prohibitive premium costs or for other reasons, such as amounts which exceed policy limits.

Environmental Risk

There may also be unforeseen environmental liabilities resulting from both the future and/or historic exploration or mining activities, which may be costly to remedy. In addition, potential environmental liabilities as a result of unfulfilled environmental obligations by the previous owners may impact the Company.  Environmental management systems are in place to mitigate environmental hazard risks. The Company uses advisors with specialist knowledge in mining and related environmental management for reducing the impacts of environmental risk.

Climate Change Risk

Climate change and associated legislation or regulatory actions to reduce its impact may affect the Company's suppliers and business model, and consequently may affect its operations and growth. This impact could be amplified by the perception that the Company is undertaking activities that are harmful to the environment.

Foreign investment risks including increases in taxes, royalties and renegotiation of contracts

The Group is subject to risk arising from the ever-changing economic environment in which its subsidiaries operate, mainly driven by the changing regulatory environment governing corporate taxation, transfer pricing and other investment related operational activities. The Group continues to re-assess its investment decisions in order to limit exposure to the ever-changing regulatory environment in which it operates.