Consolidated Statement of Cash Flows

Major non-cash transactions in the year represent conversion of loans into ordinary shares, see note 14 for further details.

Notes to the Group Financial Statements

1.    General

Corporate Information

The Company is a company incorporated in England and Wales on 13 September 2007 and has registered address of 85 Great Portland Street, London, W1W 7LT and registration number 06370792. The Company is domiciled in the UK for tax purposes.

At the reporting date, the Company held a 100% interest in the following subsidiary companies;

Copper Bay Limited is entitled to exemption from audit under section 479A of the Companies Act 2006.  The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.  The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

Basis of Preparation

The Group Financial Statements have been prepared in accordance with UK adopted International Accounting Standards. They are presented in thousand Pounds Sterling (£'000), unless stated otherwise. The Group Financial Statements have been prepared on the historical cost basis, except for certain financial instruments, which are carried as described in the respective sections in the policies below.

The principal accounting policies adopted are set out below.

Basis of Consolidation

The Group Financial Statements incorporate the financial information of the Company and entities controlled by the Company, its subsidiaries, made up to 31 December each year.

Subsidiaries

Subsidiaries are entities over which the Group has the power to govern the financial and operating policies so as to obtain economic benefits from their activities. Subsidiaries are consolidated from the date on which control is obtained, the acquisition date. They are deconsolidated from the date on which control ceases.

The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group if the acquisition qualifies as a business combination under IFRS 3.  Where such an acquisition does not qualify as a business combination, the transaction is accounted for as an asset acquisition. The cost of an acquisition, whether treated as a business combination or asset acquisition, is measured as the fair value of the assets given, equity instruments issued, contingent consideration and liabilities incurred or assumed at the date of exchange. Costs, directly attributable to the acquisition, are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in an acquisition are initially measured at fair value at the acquisition date.  Where the acquisition comprises an asset acquisition, the fair value of consideration is allocated to the assets acquired.

Intra-Group transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated on consolidation, except to the extent that intra-group losses indicate an impairment.

2.    Material Accounting Policies

The following accounting policies have been applied consistently throughout the period.

Going Concern

It is the responsibility of the Directors to prepare the Group Financial Statements on a going concern basis, unless it is inappropriate to assume that the Group will continue in business.

The Directors have prepared financial projections for the development of the Playa Verde Project and the Group's working capital needs for a period of 12 months from the date of this document. As the Group secured investment subscriptions at the time of its readmission to trading on AIM on 30 March 2026 totalling £4m, the Directors have determined that the Group has sufficient funding to be assured of meeting its financial obligations over this period, such that the preparation of the Group Financial Statements on the going concern basis is considered appropriate.

The Group Financial Statements does not include any adjustments that may arise in the event that the Group is not a going concern.

Foreign Currencies

Both the functional and presentational currency of the Group is £. Each Group entity determines its own functional currency and items included in the Group Financial Statements of each entity are measured using that functional currency. The majority of the Group's funding and capital raising activities are denominated in £, and the Directors consider this to be the currency that primarily influences the Group's financing activities and cash flows.

The functional currency of the foreign subsidiaries is CLP. The Company's operations in Chile are primarily conducted in CLP and $. 

Transactions in currencies, other than the functional currency of the relevant entity, are initially recorded at the exchange rate, prevailing on the dates of the transaction. At each reporting date, monetary assets and liabilities, that are denominated in foreign currencies, are retranslated at the exchange rate, prevailing at the reporting date. Non-monetary assets and liabilities, carried at fair value that are denominated in foreign currencies, are translated at the rates, prevailing at the date, when the fair value was determined.

On consolidation, the assets and liabilities of the Group's overseas operations are translated into the Group's presentational currency at exchange rates, prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates have fluctuated significantly during the year, in which case, the exchange rate at the date of the transaction is used. All exchange differences arising, if any, are recognised as other comprehensive income and are transferred to the Group's foreign currency translation reserve.

Exploration Assets and Mineral Tenements

Exploration assets comprise exploration and evaluation costs, incurred on prospects at an exploratory stage. These costs include the cost of acquisition, exploration, determination of recoverable reserves, economic feasibility studies and all technical and administrative overheads, directly associated with those projects. These costs are carried forward in the Statement of Financial Position as non-current intangible assets less provision for identified impairments. Costs associated with an exploration activity will only be capitalised if, in the Directors' opinion, the results from that activity can be associated with finding a specific resource.

The Group adopts the "area of interest" method of accounting whereby all exploration and development costs, relating to an area of interest, are capitalised and carried forward until either abandoned or an indicator of impairment is determined. In the event that an area of interest is abandoned, or if, following determination of an impairment indicator being present, the Directors consider the expenditure to be of no value, accumulated exploration costs are written off in the financial year in which the decision is made. All expenditure, incurred prior to approval of an application, is expensed, with the exception of refundable rent, which is raised as a receivable.

Upon disposal, the difference between the fair value of consideration receivable for exploration assets and the relevant cost within non-current assets is recognised in the Statement of Comprehensive Income.

The Group has a single identified exploration and evaluation asset, being the Playa Verde copper project in Chile.  As the asset remains within the evaluation stage of development, with no defined commencement and termination date for production and hence commercial exploitation, it not presently have a determinable useful economic life.  Once the project has been developed to the point of production commencement, all costs capitalised as exploration and evaluation assets will be reclassified as tangible assets (mining properties) and will be amortised on a unit production basis over the useful economic life of the project.

The Group did not have any contractual commitments to undertake exploration or evaluation activity at the reporting date or prior year reporting date.

Impairment of Non-Financial Assets

The carrying values of assets, other than those to which IAS 36 "Impairment of Assets" does not apply, are reviewed at the end of each reporting period for impairment, when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets' fair value less costs to sell and their value-in-use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised immediately in the Statement of Comprehensive Income.

When there is a change in the estimates, used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case, the reversal of the impairment loss is treated as a revaluation increase.

Financial instruments

Financial assets

Financial assets are recognised when the Group becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis.  Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Financial liabilities and equity

Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions, in accordance with IAS 32:

·      they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and

·      where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Group exchanging a fixed amount of cash or other financial assets for a fixed number of the Company's own equity instruments. To the extent that this definition is not met, the financial instrument is classified as a financial liability.

As such, financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest of the assets of the Group after deducting all of its liabilities.

Borrowings

Borrowings are recognised initially at the fair value of the proceeds received which is determined using a discount rate which reflects the cost of borrowing to the Company. In subsequent periods borrowings are recognised at amortised costs, using an effective interest rate method. Any difference between the fair value of the proceeds costs and the redemption amount is recognised as a finance cost over the period of the borrowings.

The fair value of the liability portion of a convertible bond is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholder's equity, net of income tax effects.

Trade and other payables

Trade and other payables are initially recognised at fair value and are subsequently measured at amortised cost.

Trade payables represent liabilities for goods and services provided to the Group prior to the end of the reporting period which are unpaid. Trade and other payables are classified as current liabilities where payment is due within one year or less (or in the normal operating cycle of the business). If not, they are presented as non-current liabilities.

Trade and other payables are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Equity

Equity-settled share-based payments are credited to a warrants and other reserve as a component of equity until related options or warrants are exercised or lapse.

The warrant and other reserve include share warrants issued to Shareholders in connection with share capital issues that are measured at fair value at the date of issue and treated as a separate component of equity, as well as a deferred shares reserve which arose following the share sub-division in November 2019.

The C4 Loan reserve included the transfer and refinancing of the loan amount with C4, which was released into retained earnings in the prior year ended 31 December 2024, on full conversion of the loan into equity.

Share-based transactions

From time to time, the Group may pay for goods or services through the issue of new Ordinary Shares. The cost of such equity-settled transactions is recognised in the Statement of Comprehensive Income, together with a corresponding increase in equity, in the period during which the goods or services are received. The value of such share-based payments is measured by reference to the fair value of the goods or services received or the market value of the shares issued, whichever value is more readily determinable.

Warrants

From time to time, the Company may issue warrants to suppliers as partial payment for goods or services or to investors or advisers in relation to the raising of new equity finance. When warrants are issued as partial payment for goods or services related to operations, the fair value of those warrants is recognised as a cost in the Statement of Comprehensive Income. When warrants are issued in relation to the raising of new equity finance, the fair value of those warrants is set off against share premium. Warrants issued but not exercised are held in a warrant reserve within equity. 

Share-based payments
The Group operates equity-settled share-based compensation arrangements under which options are granted to employees and other eligible participants.

The fair value of options granted is determined at the grant date and recognised as an employee benefit expense, with a corresponding increase in the share-based payment reserve within equity, over the vesting period during which the employees become unconditionally entitled to the awards.

The total amount recognised as an expense is based on the fair value of the options granted, excluding the impact of non-market vesting conditions. Non-market vesting conditions are included in assumptions regarding the number of options expected to vest. At each reporting date, the Group revises its estimates of the number of options expected to vest and recognises the impact of any revision in the consolidated statement of profit or loss, with a corresponding adjustment to equity.

Critical accounting judgements and estimates in applying the Company's accounting policies

The preparation of the Group Financial Statements in conformity with IFRS requires the Directors to make judgements and estimates that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. In the process of applying the Company's accounting policies, the Directors have made the following estimates that may have a significant effect on the amounts recognised in the Group Financial Statements:

Acquisition of the Copper Bay Group

During the year, the Company acquired a 100% interest in the shares of the Copper Bay, which comprises predominantly the Playa Verde Project in Chile.  In determining the correct approach for accounting for the Acquisition, the Directors have had to assess whether the acquisition falls within the scope of IFRS 3 "Business Combinations", notably whether the Copper Bay Group qualifies as a "business" as defined within IFRS 3 "Business Combinations". In making this assessment, the Directors have had to make certain judgements around the activities within the Copper Bay Group, the extent to which the current activities represent a process generating "outputs" from "inputs" and whether the value ascribed to the Copper Bay Group can be determined to be allocated across a number of areas of the entities or whether this value is concentrated into a single asset.

Following this assessment, the Directors have determined that the Copper Bay Group does not qualify as a business under IFRS 3 "Business Combinations" as there is minimal "process" or "outputs" given the Playa Verde Project has been held on a care and maintenance basis for a number of years, and given the effective complete concentration of the value ascribed to the Copper Bay Group to the single asset, being the licence to extract and exploit the Playa Verde Project.  Consequently, the Acquisition has been treated as an asset acquisition and not a business combination under IFRS 3 "Business Combinations".

See note 18 for further details.

Determination of Discount Rates

The measurement of deferred consideration recognised within non-current liabilities requires management to exercise judgement in determining the appropriate discount rate used to calculate the present value of future payments. The discount rate is based on current market assessments of the time value of money and risks specific to the liability, taking into account factors such as prevailing interest rates, the Group's incremental borrowing rate, the expected timing of settlement and the credit risk associated with the obligation. Given the absence of directly observable market rates for liabilities with similar characteristics, the selection of the discount rate involves significant judgement. Changes in the assumptions used could result in a material change to the carrying value of the liability and the related finance expense recognised in the Group's financial statements.

Deferred consideration

In determining the fair value of deferred consideration liabilities, management is required to exercise judgement in assessing the expected timing of future cash outflows. The timing of settlement may be subject to uncertainty and management estimates. As the present value of the deferred consideration is sensitive to the expected payment dates, changes in management's assessment of the timing of settlement could result in a material change to the carrying value of the liability. Management has considered all available information at the reporting date in estimating the expected timing of future payments and believes that the assumptions applied are reasonable and supportable.

Recoverability of Carrying Value of Exploration and Evaluation Assets

The carrying amount of exploration & evaluation assets is tested for impairment annually and this process is considered to be key judgement along with determining whenever events or changes in circumstances indicate that the carrying amounts for those assets may not be recoverable.

Exploration assets comprise exploration and evaluation costs, incurred on prospects at an exploratory stage. These costs include the cost of acquisition of rights to explore, determination of recoverable reserves, economic feasibility studies and all technical and administrative overheads, directly associated with those projects. These costs are carried forward in the Statement of Financial Position as non-current intangible assets less provision for identified impairments. The most significant assumption for the Group is that exploration and evaluation work undertaken to develop the Playa Verde Project will ultimately lead to successful recovery of these costs through production or sale. The Directors believe that these costs are fully recoverable, based on information available as at the date of this document.

New Standards and revisions to existing standards issued that are effective at 1 January 2025

Certain new accounting standards and interpretations have been published that are effective at 1 January 2025:

These amendments had no impact on the financial statements of the Company.

New Standards and revisions to existing standards issued that are not yet effective

Certain new accounting standards and interpretations have been published that are not yet effective

The Company is currently assessing the impact of the amendments to determine the impact they will have on the Company's accounting policy disclosures.

3.            Earnings per share

The basic earnings/(loss) per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Parent by the weighted average number of shares in issue. Diluted earnings/(loss) per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Parent by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.

* The weighted average number of ordinary shares used in the calculation of earnings per share has been retrospectively adjusted to reflect the 1-for-1,000 share consolidation completed on 7 January 2026, in accordance with IAS 33 Earnings per Share. As required by IAS 33, the number of shares used in the EPS calculation for the current and comparative periods has been presented as if the share consolidation had occurred at the beginning of the earliest period presented.

As there were no dilutive instruments in issue at the end of the period or comparative period no diluted earnings per share has been presented.

4.    Administration expense

*Employee benefit expenses in the comparative period represent a net credit due to the inclusion of £614,000 of write-backs of prior years Directors' fee accruals in the prior period.

*Employee benefit expense in the year includes £400,000 of share based payment charges arising from the recognition of the fair value of options granted to directors in the year, representing a non-cash expense item.

Employee Benefit expense

5.    Directors' Emoluments

Amounts paid to the Directors in the current year totalled £30,000 (£10,000 per director) (2024: nil).  The remainder of Directors' fees in the current and comparative year have been accrued.  The Directors took 66% of their fees for the year ended 2025 in new shares of the Company at the point of readmission to AIM on 30 March 2026, at the IPO price of 18 pence per new share and such shares are subject to a 12 month lock-up post IPO.

During the year retirement benefits were accruing to no Directors (2024: nil) in respect of defined contribution pension schemes.

Share based payment charges arising in the current year result from the recognition of the fair value of options granted to directors in the year, representing a non-cash expense item.

There were no other transactions with key management personnel in the year ended 31 December 2025 (2024: £nil).

6.    Finance Costs

In January 2024, the Group entered into a £750,000 convertible loan facility with MDB Partners SA, with £250,000 of the loan having been drawn down in the year.  The loan attracts a 100% coupon on principal drawn down, matures 24 months following draw down of the facility and is convertible into Ordinary Shares at a price being the lower of 0.0025624 pence per Ordinary Share and the price at which the Company issues new Ordinary Shares to third parties to raise additional funding during the term of the loan, at the election of the noteholder.

In the year ended 31 December 2025, further amounts were drawn on the convertible loan facility with a number of investors, totalling £375,000 and resulting in a further £375,000 in interest charges due to the 100% coupon on the facility.

On 31 March 2025, the Group incurred a deferred consideration payable liability associated with its acquisition of the Copper Bay Group (see note 18 for details).  The face value of the liability of $7.5m was present valued on initial recognition based on the Directors' expectations of when this liability will come due for settlement, resulting in an initial recognition fair value of £3.55m.  During the nine months from initial recognition to the reporting date, this discount has been unwound by nine months, resulting in a fair value charge of £377,000 in the current year.

7.    Taxation

A deferred tax asset has not been recognised in respect tax losses due to uncertainty that the potential asset will be recovered. The value of the gross tax losses at 31 December 2025 was £41.3m (2024: £39.7m)

8.            Exploration & evaluation assets

The carrying value of exploration and evaluation assets at the year end is stated at cost, with no impairments of provisions having been recognised since initial recognition.

9.    Trade and Other Payables

10.   Non-current Liabilities

Deferred Consideration Liabilities

On 31 March 2025, the Group incurred a deferred consideration payable liability associated with its acquisition of the Copper Bay Group (see note 18 for details).  The face value of the liability of $7.5m was present valued on initial recognition based on the Directors' expectations of when this liability will come due for settlement, resulting in an initial recognition fair value of £3.55m.  During the three months from initial recognition to the reporting date, this time discount has been unwound by three months, resulting in a fair value charge of £377,000 and a gain on revaluation of the $ value of the liability of £148,000 in the current period.

11.          Cash Used in Operations

12.  Ordinary Share Capital and Share Premium Account

During the year, 60,502,529,735 new Ordinary Shares were issued at a prices ranging from £0.00002808 to £0.00011 per Ordinary Share, giving rise to £60,501 in additional Ordinary Share capital and £2,312,699 in additional share premium reserves.  During the prior year, 19,236,082,606 new ordinary shares were issued at a price of £0.00014 per share, giving rise to £19,238 in additional ordinary share capital and £2,691,877 in additional share premium reserves.

The weighted average number of Ordinary Shares in issue during the period was 34,877,274,253 (2024: 10,049,180,092).

As at 31 December 2025, the there were no warrants relating to the Ordinary Share capital in issue (2024: nil).

13.  Share-based payments

The Group recognised an expense relating to equity-settled share-based payment transactions of £400k during the year to 31 December 2025 (2024: £nil).

Details of movements in share options during the current and prior period are as follows:

Options issued in the year:

On 25 August 2025 the Company issued 5,000,000 options over ordinary shares, exercisable for 10 years from grant at a strike price of £0.025624 per share (Tranche A) and 3,000,000 options over ordinary shares, exercisable for 10 years from grant at a strike price of £0.1019 per share (Tranche B). Both tranches of share options vest and become exercisable when the Company has successfully completed a fundraising and readmission to trading on the AIM market of the London Stock Exchange.

The below table provides details on the assumptions used in arriving at the calculation of Fair Value for each of the above tranches of share options issued in the year and prior year, using the Black Scholes method.

The valuation approach detailed above assumed an expected dividend yield of nil and assumed the future volatility expectations based on an assessment of market volatility for analogous entities within similar sectors, stages of development and risk profiles.  Historical volatility for the Company has not been used as an analogue to expected future volatility due to the Company having not been listed at the time of the grant of the options, and therefore the absence of effective historic volatility data.

As the above options vest and become exercisable on the readmission of the Company to trading on the AIM market of the London Stock Exchange, an event which took place on 30 March 2026, the fair value of both tranches of options have been charged to comprehensive income prop rata over the period form grant on 25 August 2025 to vesting on 30 March 2026, resulting in a total fair value charge in the current year of £400,000 (2024: nil).

As at 31 December 2025 the weighted average exercise price of the 8m share options in issue was 5.42 pence (2024: nil) and weighted average remaining life was 9.65 years (2024: nil).

14.  Loans

During the prior year, a convertible loan note instrument held by C4 with a par value of £2,500,000, was converted into ordinary shares during the year ended 31 December 2024.  The notes were converted into 17,712,227,064 new Ordinary Shares at an effective price of £0.00014 per Ordinary Share.

Settlement of the loan owed to C4 is considered a related party transaction by virtue of the entities having a common director.

The Group also held a loan with YA Global.  On 20 November 2025, the YA Global loan was fully converted into 1,786,156,922 Ordinary Shares at a conversion price of 0.0112 pence per Ordinary Share.

On 12 January 2024, the Group entered into an agreement with various investors to raise up to £750,000 of funding for the purpose of working capital and Acquisition transaction costs, via the issuance of a convertible loan note maturing 24 months from the date of issue, bearing a coupon of 100% of principal payable on maturity and convertible on the earliest of the election of the noteholder or the execution of an Share Purchase Agreement for the acquisition of a suitable project as defined in the agreement, with such conversion resulting in the issuance of Ordinary Shares equating to 50% of the issued share capital of the Company at such time.

The funding under this agreement has made available to the Group in tranches, with the first tranche of £250,000 having been drawn on execution of the agreement in January 2024 and the second tranche of £375,000 having been drawn down in the year of report.

On 30 October 2025, the entirety of the convertible loan note principal and coupon of £1.25m was fully converted into 49,782,391,508 Ordinary Shares at a conversion price of 0.00256 pence per Ordinary Share.

15.  Financial Instruments

The Group's principal financial instruments comprise cash, trade and other receivables, trade and other payables and accruals, which are set out in the Statement of Financial Position. The carrying values of the Group's financial instruments approximate their fair values due to the short-term maturity and normal trade credit terms of these instruments.

Financial instruments issued by the Group are treated as equity only to the extent they meet the relevant conditions in accordance with IAS 32.

Specific Financial Risk Exposures and Management

The main risks the Group is exposed to through its financial instruments are credit risk and market risk, consisting of interest rate risk, liquidity risk, equity price risk and foreign exchange risk.

Credit Risk

Exposure to credit risk, relating to financial assets, arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group.

Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial liability of significant customers and counterparties), ensuring, to the extent possible, that customers and counterparties to transactions are of sound creditworthiness. Such monitoring is used in assessing receivables for impairment.

Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating or in entities that the Directors have otherwise cleared as being financially sound.

Trade and other receivables, that are neither past due nor impaired, are considered to be of high credit quality.

There are no amounts of collateral held as security in respect of trade and other receivables.

The consolidated Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the consolidated Group.

Liquidity Risk

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:

·      Monitoring any undrawn credit facilities;

·      Obtaining funding from a variety of sources; and

·      Maintaining a reputable credit profile.

The Directors are confident that adequate resources exist to finance operations and that controls over expenditures are carefully managed. All financial liabilities are due to be settled within the next twelve months with the exception of deferred consideration payable for the acquisition of the Copper Bay Group, which is to be settled from operational cashflows generated from the commencement of revenue in the Group's main asset in Chile, and so is not considered to present a significant liquidity risk (see note 18 for further details).

Interest Rate Risk

The Company is not exposed to any material interest rate risk because the Group has no interest bearing debts.

Equity Price Risk

Price risk relates to the risk that the fair value, or future cash flows of a financial instrument, will fluctuate because of changes in market prices, largely due to demand and supply factors for commodities, but also include political, economic, social, technical, environmental and regulatory factors.

Foreign Exchange Risk

The Group's transactions are carried out in a variety of currencies, including United Stated Dollars, Chilean Peso and United Kingdom Pounds Sterling. To mitigate the Group's exposure to foreign currency risk, non-Sterling cash flows are monitored. Fluctuation of +/- 10% in currencies, other than UK Sterling, would not have a significant impact on the Group's net assets or annual results.

The Group does not enter forward exchange contracts to mitigate the exposure to foreign currency risk as amounts paid and received in specific currencies are expected to largely offset one another.

16.  Related party transactions

The C4 loan is considered to be a related party transaction by virtue of the entities having a common director. Full details of the transaction relating to this loan are given in Note 14.  There were no other related party transactions in the year beyond key management remuneration and transactions between wholly owned Group entities.

17.  Events subsequent to period end

On 6 January 2026, the Company changed its name from Guardian Metals PLC to Halo Minerals PLC.

On 7 January 2026, the Company undertook a 1 for 1,000 share consolidation, with every 1,000 Ordinary Shares of 0.0001 pence each in issue on that date being replaced with a single Ordinary Share of 0.1 pence each.  The share consolidation has had no impact on the level of share capital or share premium reserves in issue.

On 30 March 2026 the Company completed its admission to trading on AIM alongside the allotment of 22,222,223 new ordinary shares to various institutional investors at a price of 18 pence per share, raising £4m in new equity funding (before expenses) for application towards the Group's project development and corporate costs.  The Company further issued 1,960,020 new ordinary shares to various suppliers in settlement of fees and 1,465,640 new ordinary shares to directors in partial settlement of accrued fees to the date of readmission, both priced at 18 pence per share.  Furthermore, on readmission the Company issued 9,147,197 warrants over new ordinary shares with strike prices ranging from 18p to 25p.

18.  Acquisition of the Copper Bay Group

On 31 March 2025, the Company acquired a 100% interest in the shares of Copper Bay, a company incorporated in the UK and itself owning a 100% interest in the following subsidiaries:

The key asset within the acquired group is the Playa Verde Project in Chile.

Consideration for the Acquisition took the form of a deferred cash payable of US$7.5m, being payable in two equal tranches of $3.75m on the following two operation milestones having been met:

1-    once an aggregate of 7,500 tonnes of copper has been produced from the Project; and

2-    once an aggregate of 15,000 tonnes of copper has been produced from the Project;

The Directors have produced operational projections for the development and operation of the Playa Verde Project and have formed the assessment that these two milestones will be met in May 2028 and May 2029, respectively.  Consequently, the recognition of this deferred consideration payable has been discounted at the point of acquisition, at a discount rate of 15%, to arrive at a present value of $4.56m (£3.52m) at the date of Acquisition. 

Following assessment of the appropriate accounting treatment of the Acquisition, the Directors have determined that the Copper Bay Group does not meet the criteria of a business under IFRS 3 "Business Combinations" as it does not operate a "process" to produce "outputs" from a series of "inputs", having been effectively dormant on a "care-and-maintenance" footprint for a number of years. As such, the Acquisition has been determined to fall outside the scope of IFRS 3 "Business Combinations" and has been accounted for as an asset acquisition for consolidation.

The Acquisition date values of the assets acquired, liabilities assumed and consideration value transferred were as follows: